ZOYO CAPITAL LIMITED

Company Registration Number:
11261748 (England and Wales)

Unaudited statutory accounts for the year ended 30 June 2023

Period of accounts

Start date: 1 July 2022

End date: 30 June 2023

ZOYO CAPITAL LIMITED

Contents of the Financial Statements

for the Period Ended 30 June 2023

Directors report
Profit and loss
Balance sheet
Additional notes
Balance sheet notes

ZOYO CAPITAL LIMITED

Directors' report period ended 30 June 2023

The directors present their report with the financial statements of the company for the period ended 30 June 2023

Principal activities of the company

maintaining the functions of a head office, finance and support of its group entities.



Directors

The directors shown below have held office during the whole of the period from
1 July 2022 to 30 June 2023

Yu Xing Liu
David Powell
Wei Wang


The above report has been prepared in accordance with the special provisions in part 15 of the Companies Act 2006

This report was approved by the board of directors on
11 March 2024

And signed on behalf of the board by:
Name: Wei Wang
Status: Director

ZOYO CAPITAL LIMITED

Profit And Loss Account

for the Period Ended 30 June 2023

2023 2022


£

£
Administrative expenses: ( 63,834 ) ( 354,733 )
Other operating income: 108,000 93,485
Operating profit(or loss): 44,166 (261,248)
Interest payable and similar charges: ( 335,702 ) ( 217,525 )
Profit(or loss) before tax: (291,536) (478,773)
Tax: 107 ( 32,674 )
Profit(or loss) for the financial year: (291,429) (511,447)

ZOYO CAPITAL LIMITED

Balance sheet

As at 30 June 2023

Notes 2023 2022


£

£
Called up share capital not paid: 0 0
Fixed assets
Intangible assets: 3 39,135 37,877
Total fixed assets: 39,135 37,877
Current assets
Debtors: 4 9,178 104,723
Cash at bank and in hand: 6,705 918
Total current assets: 15,883 105,641
Creditors: amounts falling due within one year: 5 ( 818,802 ) ( 948,936 )
Net current assets (liabilities): (802,919) (843,295)
Total assets less current liabilities: (763,784) ( 805,418)
Creditors: amounts falling due after more than one year: 6 ( 1,475,032 ) ( 1,451,382 )
Provision for liabilities: ( 105,000 ) ( 105,000 )
Total net assets (liabilities): (2,343,816) (2,361,800)
Capital and reserves
Called up share capital: 233 233
Share premium account: 499,994 499,994
Other reserves: 814,568 839,052
Profit and loss account: (3,658,611 ) (3,701,079 )
Total Shareholders' funds: ( 2,343,816 ) (2,361,800)

The notes form part of these financial statements

ZOYO CAPITAL LIMITED

Balance sheet statements

For the year ending 30 June 2023 the company was entitled to exemption under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

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

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

This report was approved by the board of directors on 1 May 2024
and signed on behalf of the board by:

Name: Wei Wang
Status: Director

The notes form part of these financial statements

ZOYO CAPITAL LIMITED

Notes to the Financial Statements

for the Period Ended 30 June 2023

  • 1. Accounting policies

    Basis of measurement and preparation

    These financial statements have been prepared in accordance with the provisions of Financial Reporting Standard 101

    Tangible fixed assets depreciation policy

    Property, plant and equipment Property, plant and equipment under the cost model are stated at historical cost less accumulated depreciation and accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is a charge to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis: Office equipment - 25% on cost (over 48 months) Computer equipment - 33% on cost (over 36 months) The assets' residual values, useful lives and depreciation methods are reviewed and adjusted prospectively if appropriate. Gains or losses on disposal are determined by comparing the proceeds with the carrying amount and are recognized in the Profit or Loss.

    Intangible fixed assets amortisation policy

    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 year the 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 year, the asset is tested annually for impairment.

    Other accounting policies

    Finance income and expense Finance income Finance income comprises interest received on surplus funds at the bank. Finance expense Finance expense comprises of the unwinding of discounts on all related party loans which are non-interest bearing. Taxation Current and deferred taxation are recognised in the profit or loss, except when they relate to items that are recognised in other comprehensive income, in which case the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. Current taxation Current tax is the amount of income tax payable in respect of the taxable profit for the year or prior years. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation across differing jurisdictions is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred taxation Deferred tax assets and liabilities are recognised where temporary differences arise between the carrying amounts of assets and liabilities in the parent and consolidated financial statements and the corresponding tax bases used in the computation of taxable profit/(loss). Deferred tax assets are recognised only if it is probable that future taxable profit will be available to utilise those temporary differences and losses. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit/(loss) nor the accounting profit/(loss). The amount of the asset or liability is determined using tax rates (and laws) that have been enacted or substantively enacted at the reporting date and are expected to apply when the deferred tax asset is realised or the deferred liability is settled. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all, or part of, the asset to be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. Research and Development Reliefs Research and Development (R&D) reliefs are provided by the government which supports companies that work on innovative projects in science and technology. Zoyo Technology has fulfilled the criteria and applied for this tax relief. The R&D tax credit is not taxable income. It is a below the line benefit and will be disclosed in the consolidate comprehensive income as a corporation tax credit. An R&D tax credit is recognised at the reporting date when as at that date the underlying expenses are eligible to form part of a claim, and the directors intend to make such a claim and are not aware of any issues that would render a claim invalid. 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 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 profit or loss as incurred. All development cost to date has been expensed. Share capital Financial instruments issued by the Group are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in share premium as a deduction from the proceeds. Capital contributions Capital contribution represents the fair value of cash and other assets introduced into the group by shareholders and companies controlled by shareholders. It also represents the discounting on the initial recognition of non-interest-bearing loans by the group. A reserve movement is made every year to transfer to accumulated losses an amount equivalent to the unwinding of the discount on shareholders’ and related parties’ loans which had been recognised as an expense in profit or loss. Investments in subsidiaries Investments in subsidiary undertakings are recognise at cost less impairment. Impairment losses are recognised in profit or loss unless recognised in other comprehensive income against any revaluation surplus related to the asset. Impairment losses, with the exception of those recognised in relation to goodwill, are generally capable of being reversed in subsequent accounting periods if indications arise that suggest the impairment may have decreased or no longer exists. Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. The group has recognised provisions for liabilities of uncertain timing or amount including those for legal disputes. The provision is measured at the best estimate of the expenditure required to settle the obligation at the reporting date, discounted at a pre-tax rate reflecting current market assessments of the time value of money and risks specific to the liability. Employee benefit costs The Group contributes to a defined contribution pension scheme. Contributions payable to the Group's pension scheme are charged to the income statement in the period to which they relate. Financial instruments The Group recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The policies in respect of financial instruments transactions are explained below: Financial assets The Group classifies all of its financial assets at amortised cost. Cash and cash equivalents Cash and cash equivalents include cash in hand, deposits held at banks, other short term highly liquid investments with original maturities of three months or less. Other receivables Receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services to customers (e.g. trade receivables), but also incorporate other types of contractual monetary assets. Impairment provisions are calculated based on the expected credit loss (ECL) model, this is an estimate of the likely recoverable amount taking into account, historic, current and forward-looking information. For trade receivables, which are reported net, such provisions are recorded in a separate allowance account with the loss being recognised within administrative expenses in the Profit or Loss. On confirmation that the trade receivable will not be collected, the gross carrying value of the asset is written off against the associated provision. Financial liabilities The Group classifies all of its financial liabilities as liabilities at amortised cost. Convertible debt The proceeds received on issue of the Group's convertible debt are initially allocated into their liability and equity components. When the convertible option is lapsed, the equity element of any unconverted debt is transferred to liability. Trade Payables Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. Non-interest-bearing loans Loans are one type of financial instrument. As such they are governed by IFRS9 Financial Instruments which requires all financial instruments to be initially recognised at fair value. The non-interest bearing loans, which were provided by shareholders and their related parties are made at below-market rates of interest. Normally the transaction price of a loan (i.e. the loan amount) will represent its fair value. For loans from related parties however, this is not the case as such loans are not on commercial terms. The fair value of the loans has been calculated and the difference between fair value and transaction price accounted for. The credit on the discounted non-interest-bearing loans from shareholders and their related parties is accounted for as a capital contribution and recognised in equity. During the life of the loan the discounting is unwound and recognised as a finance expense in the profit or loss. To the extent that the interest charge reverses the discount that was recognised initially as a capital contribution, then a transfer is made in equity from capital contributions to accumulated losses to release the associated capital contribution. Where the maturity date of non-interest-bearing loan is renegotiated, it is then assessed whether this represents a significant variation in the agreement or not. This is undertaken by comparing the current carrying value of the loan at the date of variation to the value that would recognise if the capital value of the loan was discounted from the new maturity date to the date of variation. Where there is a 10% difference in these two figures, 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 and also where applicable a change in the discounting rate applied. Where the difference is less than 10% the original undiscounted amount is simply unwound over a long period of time to the new maturity date.

ZOYO CAPITAL LIMITED

Notes to the Financial Statements

for the Period Ended 30 June 2023

  • 2. Employees

    2023 2022
    Average number of employees during the period 4 5

ZOYO CAPITAL LIMITED

Notes to the Financial Statements

for the Period Ended 30 June 2023

3. Intangible assets

Goodwill Other Total
Cost £ £ £
At 1 July 2022 37,877 37,877
Additions 1,258 1,258
Disposals
Revaluations
Transfers
At 30 June 2023 39,135 39,135
Amortisation
At 1 July 2022 0 0
Charge for year
On disposals
Other adjustments
At 30 June 2023 0 0
Net book value
At 30 June 2023 39,135 39,135
At 30 June 2022 37,877 37,877

ZOYO CAPITAL LIMITED

Notes to the Financial Statements

for the Period Ended 30 June 2023

4. Debtors

2023 2022
£ £
Trade debtors 9,178 8,170
Other debtors 96,553
Total 9,178 104,723

ZOYO CAPITAL LIMITED

Notes to the Financial Statements

for the Period Ended 30 June 2023

5. Creditors: amounts falling due within one year note

2023 2022
£ £
Bank loans and overdrafts 6,667 7,500
Trade creditors 227,504 238,060
Taxation and social security 234,987 247,391
Accruals and deferred income 334,520 455,985
Other creditors 15,124
Total 818,802 948,936

ZOYO CAPITAL LIMITED

Notes to the Financial Statements

for the Period Ended 30 June 2023

6. Creditors: amounts falling due after more than one year note

2023 2022
£ £
Bank loans and overdrafts 33,333 34,167
Other creditors 1,441,699 1,417,215
Total 1,475,032 1,451,382

ZOYO CAPITAL LIMITED

Notes to the Financial Statements

for the Period Ended 30 June 2023

7. Loans to directors

Name of director receiving advance or credit: Wei Wang
Description of the transaction:
Director Loan
£
Balance at 30 June 2022 60,000
Advances or credits made:
Advances or credits repaid:
Balance at 30 June 2023 60,000

Name of director receiving advance or credit: Wei Wang
Description of the transaction:
Director Loan
£
Balance at 30 June 2022 38,000
Advances or credits made:
Advances or credits repaid:
Balance at 30 June 2023 38,000

Name of director receiving advance or credit: David Powell
Description of the transaction:
Director Loan
£
Balance at 30 June 2022 100,000
Advances or credits made:
Advances or credits repaid:
Balance at 30 June 2023 100,000

Name of director receiving advance or credit: Wei Wang
Description of the transaction:
Director Loan
£
Balance at 30 June 2022 71,000
Advances or credits made:
Advances or credits repaid:
Balance at 30 June 2023 71,000

Name of director receiving advance or credit: Wei Wang
Description of the transaction:
director loan
£
Balance at 30 June 2022 149,998
Advances or credits made:
Advances or credits repaid:
Balance at 30 June 2023 149,998

Name of director receiving advance or credit: Wei Wang
Description of the transaction:
director loan
£
Balance at 30 June 2022 149,998
Advances or credits made:
Advances or credits repaid:
Balance at 30 June 2023 149,998

Name of director receiving advance or credit: Wei Wang
Description of the transaction:
director
£
Balance at 30 June 2022 149,998
Advances or credits made:
Advances or credits repaid:
Balance at 30 June 2023 149,998

Name of director receiving advance or credit: Wei Wang
Description of the transaction:
director loan
£
Balance at 30 June 2022 186,462
Advances or credits made:
Advances or credits repaid:
Balance at 30 June 2023 186,462

The remaining balance of £1,052 relates to other immaterial transactions with the directors