Zenta Group posts loss as revenue and cash decline
Zenta Group Company Limited, a Macau-based fintech and consulting services provider, reported a sharp deterioration in results for the six months ended March 31, 2026.
Zenta Group Company Limited, a Macau-based fintech and consulting services provider, reported a sharp deterioration in results for the six months ended March 31, 2026. Revenues fell to US$1.15 million from US$1.93 million a year earlier, mainly due to lower usage of its algorithm and big data fintech services and the absence of blockchain, administrative and project research revenues.
The company swung from net income of US$789,391 to a net loss of US$777,940, as revenue declined and expenses rose, particularly professional fees of US$1.05 million. Cash decreased to US$159,299 from US$1.04 million, driven by operating cash outflows of US$1.14 million and continued investment in fintech-related intangible assets. Despite this, working capital was US$2.57 million, and management believes existing liquidity, supported by recent IPO proceeds and an over-allotment exercise, can cover needs for the next twelve months, while noting demand, competition and regulatory changes as key risks.
Positive
- IPO and over-allotment strengthened equity base, adding 1,725,000 shares at US$4.00 and net proceeds of about US$823,000 in the current period, supporting liquidity and growth investments.
- Intangible fintech platform build-out continued, with total intangible assets rising to US$1.35 million, including an upgraded AI-driven fintech solution and a blockchain system that underpin core services.
Negative
- Revenue dropped 40.4% year over year to US$1.15 million, with loss of several fee streams and weaker fintech usage, reversing prior strong growth.
- Profitability deteriorated sharply, swinging from net income of US$789,391 to a net loss of US$777,940, as expenses reached 158.6% of revenues.
- Cash position weakened materially, with cash declining from US$1.04 million to US$159,299 and operating cash outflow of US$1.14 million, increasing reliance on equity funding and related-party support.
- High customer concentration risk, with two customers contributing 81% of 2026 interim revenue and 83% of gross receivables, exposing results to relationship or utilization changes.
Key Figures
Key Terms
cloud-based fintech solution technical
expected credit loss financial
Macau complementary tax financial
right-of-use (“ROU”) assets financial
valuation allowance financial
FAQ
How did ZTG’s revenue change for the six months ended March 31, 2026?
What was ZTG’s profitability for the six months ended March 31, 2026?
What is the key revenue driver for Zenta Group (ZTG)?
How strong is ZTG’s liquidity and cash position as of March 31, 2026?
How concentrated are ZTG’s customers and receivables?
What investments has ZTG made in fintech technology?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission
File Number:
(Registrant’s Name)
Avenida do Infante D. Henrique,
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended March 31, 2026 and 2025 | |
| 99.2 | Unaudited Condensed Consolidated Financial Statements for the Six Months Ended March 31, 2026 and 2025 |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Zenta Group Company Limited | ||
| By: | /s/ Ng Wai Ian | |
| Name: | Ng Wai Ian | |
| Title: | Chief Executive Officer | |
Date: August 14, 2026
| 3 |
Exhibit 99.1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the related notes as set forth in exhibit 99.2 to this Form 6-K. This discussion contains forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those discussed below and “Risk Factors” as more fully disclosed in our Annual Report on Form 20-F for the fiscal year ended September 30, 2025, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 20, 2026.
Overview
We, through our operating subsidiaries, are a Macau-based consulting services provider principally engaged in delivering administrative, fintech, investment brokerage, and project research services to a wide range of customers in Macau and China. Our operations are conducted through our wholly-owned operating subsidiaries: ZGCL Macau, LICCL and LFTL. Our diversified business portfolio enables us to leverage synergies across different business lines, fostering new opportunities for each segment and offering integrated consulting solutions to our clients.
The following discussion and analysis of our financial condition and operating results are based on the financial data extracted from our unaudited condensed consolidated financial statements for the six months ended March 31, 2026, 2025 and 2024.
Our revenues were US$1,147,748, US$1,926,008 and US$335,000 for the six months ended March 31, 2026, 2025 and 2024, respectively. We recorded net loss of US$777,940 and US$157,825 for the six months ended March 31, 2026 and 2024, respectively, and net income of US$789,391 for the six months ended March 31, 2025. We plan to keep our business, through our operating subsidiaries, growing by strengthening our fintech services.
Factors Affecting Our Results of Operations
Our business and operating results are influenced by general factors that affect the industry we are in, including economic and political conditions, the evolving needs of investors, changes in demand for our services and changes in financial conditions and appetite of our current and potential customers. In addition, the following company-specific factors can affect our results of operations materially:
Our ability to develop new customers’ network and retain existing customers
Our revenue largely depends on our ability to develop new customer networks and retain existing ones. Our services are negotiated on a project-by-project basis, leading to potential fluctuations in revenue. There is also no assurance that the customers which have previously sought our services will continue to retain us for future businesses. Therefore, our future financial results may be subject to fluctuations depending on our success in entering into new engagements.
Our ability to adapt to rapid technological change and adopt new technology
The general market and industry are rapidly changing technologically, with highly evolving industry standards and frequent introductions and enhancements of new products and services. Customers also expect fast technological advancements. Our future success depends on our ability to adapt to these rapidly changing technologies, align our services with evolving industry standards, and continually improve the know-how of our staff in response to the evolving demands of the marketplace. We are engaged in brokering and providing fintech services to our customers, and the success of the business hinges on our ability to continue adapting to evolving technology and finding our edge in the market. Staying ahead of technological advancements and integrating innovative solutions into our services is crucial for maintaining our competitive position. Failure to adapt to technological changes and effectively adopt new technology could result in a loss of market share and adversely affect our business, financial condition, and results of operations.
Our ability to retain employees who have strong relationships with our customers
We materially rely on our experienced employees to provide reliable and quality consultancy services to our customers, and believe that our experienced employees have developed strong relationships with our customers through their ability to provide personalized services through understanding customers’ needs. In addition to maintaining relationships with existing customers, we also rely on them to generate businesses with new customers. There is however no guarantee that our experienced employees will or are willing to continue to serve us. Where they determine to cease their employments with us or enter into negotiations with us for a material variation of their existing terms of employments, our operating performance and financial results may be materially and adversely affected.
Our business faces strong market competition
We are currently facing intense market competition. Some of our current or potential competitors have significantly more financial, technical, marketing and other resources than we do and may be able to devote greater resources to the development, promotion and support of their customer acquisition and retention channels. In light of the low barriers to entry in the industry, we expect more players to enter this market and increase the level of competition. Our ability to differentiate our services from other competitors will have significant impact on our business growth in the future.
Changes in the Mainland China and Macau Regulatory Environment may impact our business and results of operations
The regulatory environment for the corporate and industrial park related services in Mainland China and Macau from time to time is evolving in order to govern the related sector. We have been closely tracking the development and implementation of new rules and regulations likely to affect us. We will continue to ensure timely compliance with any new rules and regulations and believe that such timely compliance is essential to our growth. To the extent that we may be required to adapt our operations to new laws and regulations, our operating costs may increase which will impact our profitability.
Key Components of Results of Operations
Revenues
Our revenues consist of administrative services fees, fintech services fees, investment brokerage fees, project research fees and interest income and others. The following table sets forth the breakdown of our total revenues, both in absolute amount and as a percentage of our total revenues, for the periods presented:
For the Six Months Ended March 31, | ||||||||||||||||||||||||
| 2026 | 2025 | 2024 | ||||||||||||||||||||||
| US$ | % of total revenues | US$ | % of total revenues | US$ | % of total revenues | |||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||
| Administrative services fees-a related party | - | 33,708 | 1.8 | 33,528 | 10.0 | |||||||||||||||||||
| Fintech services fees – algorithm and big data | 1,146,452 | 99.9 | 1,804,496 | 93.7 | 131,842 | 39.4 | ||||||||||||||||||
| Fintech services fees – blockchain | - | 23,230 | 1.2 | 22,888 | 6.8 | |||||||||||||||||||
| Investment brokerage fees | - | - | - | 127,903 | 38.2 | |||||||||||||||||||
| Project research fees | - | 64,294 | 3.3 | - | - | |||||||||||||||||||
| Interest income and others | 1,296 | 0.1 | 280 | - | 18,839 | 5.6 | ||||||||||||||||||
| Total revenues | 1,147,748 | 100.0 | 1,926,008 | 100.0 | 335,000 | 100.0 | ||||||||||||||||||
Administrative services fees
Revenue from administrative services is derived from a fixed-fee billing arrangement. Under the arrangement, our customer agrees to pay a predetermined fee periodically over the contract terms as specified in the service agreement in return for a set of integrated administrative services (stand-ready obligations) over the contract terms. Administrative services we provided include handling and managing corporate documents, maintaining and updating corporate changes and registrations, providing registered offices, and filing income tax returns. The services we provided under the arrangement are substantially the same during each particular month. Accordingly, we recognize revenue for administrative services on a monthly basis throughout the duration of the contract. On July 1, 2025, we terminated the administrative services agreement, and no administrative services fees has been generated from July 1, 2025. For the six months ended March 31, 2026, 2025 and 2024, revenue from administrative services represented approximately nil, 1.8% and 10.0%, respectively, of our total revenues for the respective periods.
Fintech services fees
We, through our operating subsidiary, provide fintech services to customers by providing algorithm and big data models and a blockchain system for the customer’s use in return for fintech services fees.
Algorithm and big data - We enter into distinct fintech services agreements with customers to provide algorithms and big data models for the customers’ use in return for a fintech service fee. There are two types of arrangement entered, i.e. (i) brokering the algorithms and big data models on behalf of the vendor and (ii) providing fintech services related to the algorithms and big data models directly to the customers.
Brokering the algorithms and big data models – We brokered the algorithms and big data models on behalf of the vendor until we acquired the related cloud-based fintech solution from the vendor in August 2024. We enter into distinct fintech services agreements with the customers to provide algorithms and big data models developed by a vendor for the customer’s use in return for a fintech service fee. As clearly identified in the agreement, the pricing structure for the fintech services related to the provision of algorithms and big data models includes a fixed component that is based on a predetermined amount of usage (i.e., a minimum usage requirement) and a variable component that is charged if the customer exceeds the predetermined amount (i.e., “overage fees”). Based on our best estimate, we do not expect that excess usage will occur. Therefore, the minimum usage requirement as determined in the agreement is the most likely amount that we would be entitled to. Customers simultaneously receive and consume the benefits as the services are rendered by us, i.e. access to and utilize the models according to the customers’ needs. Accordingly, we received revenue from brokering the algorithms and big data models monthly with the fixed consideration (i.e. the minimum usage payment) recognized ratably across the contract period.
Providing the algorithms and big data models directly to our customers - Since we acquired the related cloud-based fintech solution from the vendor in August 2024, we provide the fintech services related to the provision of algorithms and big data models to the customers directly in return for fee income. We enter into distinct fintech services agreements with the customers to provide algorithms and big data models owned by us for the customers’ use in return for a fintech service fee. As stated in the agreement, the pricing structure for the fintech services related to the provision of algorithms and big data models is based solely on usage. Customers simultaneously receive and consume the benefits as the services are rendered by us, i.e. access to and utilize the models according to the customers’ needs. Accordingly, we received revenue from providing the algorithms and big data models monthly with the variable consideration (i.e. the actual usage payment) recognized based on actual usage over the contract period.
The following table presents key operating data of fintech services fees - algorithm and big data for the periods presented:
For the Six Months Ended March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Fintech services fees - algorithm and big data | ||||||||||||
| Customer A | $ | 670,297 | $ | 933,313 | $ | - | ||||||
| Customer B | $ | 262,949 | $ | 96,207 | $ | - | ||||||
| Customer C | $ | - | $ | 425,696 | $ | 131,842 | ||||||
| Customer D | $ | 108,443 | $ | 349,280 | $ | - | ||||||
| Customer G | $ | 104,763 | $ | - | $ | - | ||||||
| Total fintech services fees - algorithm and big data | $ | 1,146,452 | $ | 1,804,496 | $ | 131,842 | ||||||
| Number of customers | 4 | 4 | 1 | |||||||||
For the six months ended March 31, 2026, 2025 and 2024, services fees from fintech services related to the provision of algorithms and big data models represented approximately 99.9%, 93.7% and 39.4%, of our total revenues, respectively.
Blockchain - We entered into a distinct fintech services agreement with customers to provide a blockchain system developed by our supplier for the customer’s use in return for a one-time fixed services fee income for the system provided. Fees for our services are predetermined and mutually agreed upon with our customer. Revenue is recognized at a point in time and in the amount that reflects the agreed consideration and is expected to be received upon the system is implemented and operational. Fintech services fees related to the procurement of the blockchain system accounted for nil, 1.2% and 6.8% of total revenues for the six months ended March 31, 2026, 2025 and 2024, respectively. The following table presents key operating data of fintech services fees - blockchain for the periods presented:
For the Six Months Ended March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Fintech services fees - blockchain | $ | - | $ | 23,230 | $ | 22,888 | ||||||
| Number of projects | - | 1 | 1 | |||||||||
| Weighted average fees (1) | $ | - | $ | 23,230 | $ | 22,888 | ||||||
| (1) | Weighted average fee are derived from our fintech services fees - blockchain based on the number of projects undertaken during the period. |
Investment brokerage fees
We, through our Operating Subsidiaries, provide investment brokerage services to customers by assisting them in acquiring a stake in specific investments, in return for one-time fixed investment brokerage fees. The following table presents key operating data of investment brokerage fees for the periods presented:
For the Six Months Ended March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Investment brokerage fees | $ | - | $ | - | $ | 127,903 | ||||||
| Number of projects | - | - | 1 | |||||||||
| Weighted average fees (1) | $ | - | $ | - | $ | 127,903 | ||||||
| (1) | Weighted average fee are derived from our investment brokerage fees based on the number of projects undertaken during the period. |
We enter into distinct investment brokerage agreements with our customers. Fees for our services are predetermined and mutually agreed upon with our customers. Revenue is recognized at a point in time and in the amount that reflects the agreed consideration and is expected to be received upon the successful registration of the customers’ stake in the investments. Investment brokerage fees accounted for nil, nil and 38.2% of total revenues for the six months ended March 31, 2026, 2025 and 2024, respectively.
Project research fees
We, through our Operating Subsidiaries, provide project research services to customers by providing them with project research reports in relation to specific projects in industrial parks in China, in return for one-time fixed project research fee. The following table presents key operating data of project research fees for the periods presented:
For the Six Months Ended March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Project research fees | $ | - | $ | 64,294 | $ | - | ||||||
| Number of projects | - | 1 | - | |||||||||
| Weighted average fees (1) | $ | - | $ | 64,294 | $ | - | ||||||
| (1) | Weighted average fee are derived from our project research fees based on the number of projects undertaken during the period. |
We enter into distinct project research agreements with our customers. The fees for our services are predetermined and mutually agreed upon with our customers. Revenue is recognized at a point in time and in the amount that reflects the agreed consideration and is expected to be received upon the delivery of the project research reports. Project research fees accounted for nil, 3.3% and nil of total revenues for the six months ended March 31, 2026, 2025 and 2024, respectively.
Interest income and others
Interest income and others primarily consist of interests earned on bank deposits and sundry income.
Interest income is recognized using the effective interest method.
For the six months ended March 31, 2026, 2025 and 2024, interest income and others accounted for 0.1%, nil and 5.6% of our total revenues, respectively.
Expenses
The following table sets forth our operating cost and expenses, both in absolute amount and as a percentage of total revenues, for the periods presented:
For the Six Months Ended March 31, | ||||||||||||||||||||||||
| 2026 | 2025 | 2024 | ||||||||||||||||||||||
| US$ | % of total revenues | US$ | % of total revenues | US$ | % of total revenues | |||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||
| (Reversal of) allowance for expected credit losses | (996 | ) | (0.1 | ) | (8,516 | ) | (0.4 | ) | 346 | 0.1 | ||||||||||||||
| Amortization of intangible assets | 245,365 | 21.4 | 192,882 | 10.0 | - | - | ||||||||||||||||||
| Commission | 154,407 | 13.5 | 243,521 | 12.7 | 35,220 | 10.5 | ||||||||||||||||||
| Compensation and benefits | 114,089 | 9.9 | 47,552 | 2.5 | 69,003 | 20.6 | ||||||||||||||||||
| Compensation and benefits-related parties | 148,849 | 13.0 | 92,359 | 4.8 | 91,867 | 27.4 | ||||||||||||||||||
| Depreciation | 737 | 0.1 | 737 | - | 733 | 0.2 | ||||||||||||||||||
| Exchange (gain) loss | (34,040 | ) | (3.0 | ) | 48,275 | 2.5 | 275 | 0.1 | ||||||||||||||||
| Interest expenses-a related party | 2,435 | 0.2 | - | - | - | - | ||||||||||||||||||
| IT maintenance fees | 87,461 | 7.6 | 89,137 | 4.6 | - | - | ||||||||||||||||||
| Occupancy costs | 37,015 | 3.2 | 39,152 | 2.0 | 46,398 | 13.9 | ||||||||||||||||||
| Professional fees | 1,045,985 | 91.1 | 199,159 | 10.3 | 200,589 | 59.9 | ||||||||||||||||||
| Travel and business development | 7,885 | 0.7 | 4,329 | 0.2 | 15,139 | 4.5 | ||||||||||||||||||
| Other administrative expenses | 11,695 | 1.0 | 21,153 | 1.1 | 24,280 | 7.2 | ||||||||||||||||||
| Total expenses | 1,820,887 | 158.6 | 969,740 | 50.3 | 483,850 | 144.4 | ||||||||||||||||||
(Reversal of) allowance for expected credit losses
(Reversal of) allowance for expected credit losses represent the movement of provision for expected credit loss. The reversal of credit losses accounted for 0.1% and 0.4% of our total revenue for the six months ended March 31, 2026 and 2025, and the allowance for credit losses accounted for 0.1% of our total revenues for the six months ended March 31, 2024.
Amortization of intangible assets
Amortization of intangible assets arises from the amortisation of our cloud-based fintech solution. Amortization accounted for 21.4%, 10.0% and nil of our total revenues for the six months ended March 31, 2026, 2025 and 2024, respectively.
Commission
Commission mainly represents sales commission paid in relation to the fintech services rendered. Commission expenses accounted for 13.5% 12.7% and 10.5% of our total revenues for the six months ended March 31, 2026, 2025 and 2024, respectively.
Compensation and benefits
Compensation and benefits mainly represent salaries and contributions to retirement benefit scheme for our staff. Compensation and benefits expenses accounted for 22.9%, 7.3% and 48.0% of our total revenues for the six months ended March 31, 2026, 2025 and 2024, respectively.
Depreciation
Depreciation arises from the depreciation of our office equipment. Depreciation accounted for 0.1%, nil and 0.2% of our total revenues for the six months ended March 31, 2026, 2025 and 2024, respectively.
Exchange (gain) loss
Exchange (gain) loss arises from exchange difference when translating from U.S. Dollars and Chinese Yuan (“CNY”) to Macanese Pataca (“MOP”). Exchange gain accounted for 3.0% of our total revenues for the six months ended March 31, 2026 and exchange loss accounted for 2.5% and 0.1% for the six months ended March 31, 2025 and 2024.
Interest expenses
Interest expenses arise from advance from a related party in August 2025 for operational purpose. Interest expenses accounted for 0.2% of our total revenues for the six months ended March 31, 2026, and no such expense incurred for the six months ended March 31, 2025 and 2024.
IT maintenance fees
IT maintenance fees mainly represent outsourced maintenance fees for cloud-based fintech solution. IT maintenance fees accounted for 7.6% and 4.6% of our total revenues for the six months ended March 31, 2026 and 2025, and no such expense incurred for the six months ended March 31, 2024.
Occupancy costs
Occupancy costs are the rental and related expenses we incurred on the lease of our office premises, which accounted for approximately 3.2%, 2.0% and 13.9% of our total revenues for the six months ended March 31, 2026, 2025 and 2024, respectively.
Professional fees
Professional fees are mainly the service fees for accounting, audit, legal and consultancy services that we incurred in the ordinary course of business operations. Professional fees accounted for 91.1%, 10.3% and 59.9% of our total revenues for the six months ended March 31, 2026, 2025 and 2024, respectively.
Travel and business development
Travel and business development expenses encompass both overseas and local travel, as well as other costs incurred in the development of our business and the expansion of our network. Travel and business development accounted for 0.7%, 0.2% and 4.5% of our total revenues for the six months ended March 31, 2026, 2025 and 2024, respectively.
Other administrative expenses
Other administrative expenses mainly consist of bank charges and advertising and promotion expenses. Other administrative expenses accounted for 1.0%, 1.1% and 7.2% of our total revenues for the six months ended March 31, 2026, 2025 and 2024, respectively.
Income Tax
Our subsidiaries operated in Macau are subjected to complementary tax (the equivalent of what is known as “income tax” in other jurisdictions) on the taxable income as reported in their statutory financial statements, adjusted in accordance with relevant Macau complementary tax regulations. For the six months ended March 31, 2026, 2025 and 2024, Macau complementary tax was calculated at a statutory tax rate of 12%. Taxable profits below MOP600,000 are exempt from tax.
The PRC withholding tax is a deduction from payments made by our PRC customers. Based on the tax rules currently in effect in the PRC, the withholding tax rate is 10% for income received by us from our PRC customers. The withholding tax is treated as an income tax since it is assessed based on the income and is paid on our behalf by our PRC customers. Furthermore, under the “Arrangement between the Mainland of China and the Macau Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income”, the 10% withholding tax paid in the PRC can be credited against our Macau complementary tax liability on the same income.
For the six months ended March 31, 2026, 2025 and 2024, income tax accounted for 9.1%, 8.7% and 2.7% of our total revenues, respectively. For the six months ended March 31, 2026, 2025 and 2024, income tax arose from our current tax on profits generated from our subsidiaries and deferred tax related to operating lease.
Under Macau complementary tax regulations, there is no time bar on statutory examinations to be carried out by the Macau tax authority, and all income tax returns of our subsidiaries in Macau remain open for the examination. As of March 31, 2026 and September 30, 2025, we had no open tax investigation from the tax authority and we do not consider that there was any uncertain tax position as of those dates.
Results of Operations
The following table sets forth a summary of our unaudited condensed consolidated results of operations for the periods presented. This information should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Form 6-K. The operating results in any year are not necessarily indicative of the results that may be expected for any future trends.
For the Six Months Ended March 31, | ||||||||||||||||||||||||
| 2026 | 2025 | 2024 | ||||||||||||||||||||||
| US$ | % of total revenues | US$ | % of total revenues | US$ | % of total revenues | |||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||
| Administrative services fees-a related party | - | - | 33,708 | 1.8 | 33,528 | 10.0 | ||||||||||||||||||
| Fintech services fees – algorithm and big data | 1,146,452 | 99.9 | 1,804,496 | 93.7 | 131,842 | 39.4 | ||||||||||||||||||
| Fintech services fees – blockchain | - | - | 23,230 | 1.2 | 22,888 | 6.8 | ||||||||||||||||||
| Investment brokerage fees | - | - | - | - | 127,903 | 38.2 | ||||||||||||||||||
| Project research fees | - | - | 64,294 | 3.3 | - | - | ||||||||||||||||||
| Interest income and others | 1,296 | 0.1 | 280 | - | 18,839 | 5.6 | ||||||||||||||||||
| Total revenues | 1,147,748 | 100.0 | 1,926,008 | 100.0 | 335,000 | 100.0 | ||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||
| Reversal of (allowance for) expected credit loss | 996 | (0.1 | ) | 8,516 | (0.4 | ) | (346 | ) | 0.1 | |||||||||||||||
| Amortization of intangible assets | (245,365 | ) | 21.4 | (192,882 | ) | 10.0 | - | - | ||||||||||||||||
| Commissions | (154,407 | ) | 13.5 | (243,521 | ) | 12.7 | (35,220 | ) | 10.5 | |||||||||||||||
| Compensation and benefits | (114,089 | ) | 9.9 | (47,552 | ) | 2.5 | (69,003 | ) | 20.6 | |||||||||||||||
| Compensation and benefits-related parties | (148,849 | ) | 13.0 | (92,359 | ) | 4.8 | (91,867 | ) | 27.4 | |||||||||||||||
| Depreciation | (737 | ) | 0.1 | (737 | ) | - | (733 | ) | 0.2 | |||||||||||||||
| Exchange gain (loss) | 34,040 | (3.0 | ) | (48,275 | ) | 2.5 | (275 | ) | 0.1 | |||||||||||||||
| Interest expenses-a related party | (2,435 | ) | 0.2 | - | - | - | - | |||||||||||||||||
| IT maintenance fees | (87,461 | ) | 7.6 | (89,137 | ) | 4.6 | - | - | ||||||||||||||||
| Occupancy costs | (37,015 | ) | 3.2 | (39,152 | ) | 2.0 | (46,398 | ) | 13.9 | |||||||||||||||
| Professional fees | (1,045,985 | ) | 91.1 | (199,159 | ) | 10.3 | (200,589 | ) | 59.9 | |||||||||||||||
| Travel and business development | (7,885 | ) | 0.7 | (4,329 | ) | 0.2 | (15,139 | ) | 4.5 | |||||||||||||||
| Other administrative expenses | (11,695 | ) | 1.0 | (21,153 | ) | 1.1 | (24,280 | ) | 7.2 | |||||||||||||||
| Total expenses | (1,820,887 | ) | 158.6 | (969,740 | ) | 50.3 | (483,850 | ) | 144.4 | |||||||||||||||
| (Loss) income before income taxes | (673,139 | ) | 58.6 | 956,268 | 49.7 | (148,850 | ) | 44.4 | ||||||||||||||||
| Provision for income taxes | (104,801 | ) | 9.1 | (166,877 | ) | 8.7 | (8,975 | ) | 2.7 | |||||||||||||||
| Net (loss) income | (777,940 | ) | 67.7 | 789,391 | 41.0 | (157,825 | ) | 47.1 | ||||||||||||||||
Six Months Ended March 31, 2026 Compared to Six Months Ended March 31, 2025
Revenues
Total revenues decreased significantly by 40.4% from US$1,926,008 for the six months ended March 31, 2025 to US$1,147,748 for the six months ended March 31, 2026. This decrease was principally attributed to a substantial decrease in our administrative service fee, fintech services fees and project research fees.
Administrative services fees — Revenue generated from administrative services is based on fixed fee billing arrangements. For the six months ended March 31, 2025, revenue recognized from a customer covered a 6-month period. The service contract had been terminated on July 1, 2025, no such revenue incurred for the six months ended March 31, 2026.
Fintech services fees — Fintech services fees for the six months ended March 31, 2026 amounted to US$1,146,452, compared to US$1,827,726 for the six months ended March 31, 2025. The decrease was primarily attributable to lower customer utilization of our algorithm and big data model services during the period. In addition, we did not generate any revenue from blockchain-related fintech services for the six months ended March 31, 2026.
Project research fees — Project research fees decreased from US$64,294 for the six months ended March 31, 2025 to nil for the six months ended March 31, 2026. This was primarily because we were not engaged in any project research activities during the six months ended March 31, 2026 and we onboarded one project research activity during the six months ended March 31, 2025.
Interest income and others — Interest income and others increased from US$280 for the six months ended March 31, 2025 to US$1,296 for the six months ended March 31, 2026. This increase was primarily attributable to higher bank interest income earned as we maintained higher bank balances during the six months ended March 31, 2026.
Expenses
Reversal of (allowance for) expected credit loss — Reversal of expected credit loss decreased from US$8,516 for the six months ended March 31, 2025 to US$996 for the six months ended March 31, 2026. The decrease of the reversal of expected credit loss was mainly due to an increase in deposits to related parties and partially offset by decrease in deposits to third parties.
Amortization of intangible assets — Amortization of intangible assets increased from US$192,882 for the six months ended March 31, 2025 to US$245,365 for the six months ended March 31, 2026, primarily attributable to the upgrade of our existing algorithmic and big data models on December 17, 2025, which added US$701,835 (equivalent to MOP 5,665,000) to the original cost, and the acquisition of a blockchain system in July 2025 for US$212,008 (equivalent to MOP 1,699,500). Intangible assets are amortized on a straight-line basis over their expected useful lives, which we have assessed to be three years based on an external valuation report and the estimated economic benefits derived from their use.
Commissions — Commission expenses decreased from US$243,521 for the six months ended March 31, 2025 to US$154,407 for the six months ended March 31, 2026. The decrease was in line with the decrease in fintech services fees earned during the six months ended March 31, 2026.
Compensation and benefits — Compensation and benefits expenses increased from US$139,911 for the six months ended March 31, 2025 to US$262,938 for the six months ended March 31, 2026. The increase was primarily attributed to the payment of independent directors’ remuneration amounting to US$50,026 during the six months ended March 31, 2026, while there were no such expenses in the 2025. Additionally, the Company’s management remuneration increased by US$56,490 during the six month ended March 31, 2026. The remaining increase was mainly due to salaries increment for other staff and increased business travel allowances during the six months ended March 31, 2026.
Depreciation — Depreciation expenses remained consistent for the six months ended March 31, 2026 and 2025 since there was no addition or disposal of office equipment between the two periods.
Exchange (gain) loss — Exchange (gain) loss changed from exchange loss US$48,275 for the six months ended March 31, 2025 to exchange gain US$34,040 for the six months ended March 31, 2026 mainly because of the appreciation of CNY.
Interest expenses — Interest expenses represent interest accrued on the advance from a related party in August 2025 for operational purpose, which was unsecured, interest bearing at 3.5% p.a., and repayable on or before August 11, 2026. No such advance for the six months ended March 31, 2025.
IT maintenance fees — IT maintenance fees remained consistent for the six months ended March 31, 2026 and 2025, as the outsourced IT maintenance service was charged at a fixed monthly fee.
Occupancy costs —Occupancy costs remained consistent for the six months ended March 31, 2026 and 2025, as there was no change in the tenancy agreement between the two periods.
Professional fees — Professional fees increased from US$199,159 for the six months ended March 31, 2025 to US$1,045,985 for the six months ended March 31, 2026. The increase was primarily attributable to (i) an increase of US$287,755 marketing consulting fee for market analysis reports and daily advisory services relating to industrial parks and fintech software in China and Southeast Asia; (ii) an increase of US$221,654 in consulting fees incurred in connection with the acquisition of a target company; (iii) an increase of US$128,440 in audit and accounting service fees for the six months ended March 31, 2026 compared with the six months ended March 31, 2025; (iv) an increase of US$76,842 in legal fees for post-IPO compliance; (v) an increase of US$50,877 financing consultant fee for introducing funding sources, preparing financing materials, and advising on debt and equity fundraising strategies; and (vi) an increase of other professional fees of US$81,258, including Nasdaq annual fees, company document application fees, printer fees, and other sundry charges.
Travel and business development — Travel and business development expenses increased from US$4,329 for the six months ended March 31, 2025 to US$7,885 for the six months ended March 31, 2026. There was no significant business travel during either period.
Other administrative expenses — Other administrative expenses decreased from US$21,153 for the six months ended March 31, 2025 to US$$11,695 for the six months ended March 31, 2026. The decrease was primarily attributable to renovation expenses incurred during the six months ended March 31, 2025, which did not recur in 2026.
(Loss) income before income taxes
We had a loss before income taxes of US$673,139 for the six months ended March 31, 2026, and an income before income taxes of US$956,268 for the six months ended March 31, 2025. The change mainly due to the decrease in revenue and the increase of professional fees during the six months ended March 31, 2026.
Provision for income taxes
Income tax expense decreased from US$166,877 for the six months ended March 31, 2025 to US$104,801 for the six months ended March 31, 2026, notwithstanding a loss before income taxes of US$673,139 in the current period. The current period charge was largely attributable to the tax losses not expected to be utilized of US$90,145, an increase in the valuation allowance of US$79,870, and overseas withholding tax of US$15,770. As each of these items operates independently of our consolidated result, we recorded a tax expense despite the pre-tax loss. The decrease was only modest relative to the change from income before income taxes of US$956,268 in the prior period to the current-period loss, because a valuation allowance was recognized against the deferred tax assets arising from the loss, tax losses not expected to be utilized and the tax effects of overseas withholding tax continued to apply.
Net (loss) income
As a result of the foregoing factors, net (loss) income changed from net income of US$789,391 for the six months ended March 31, 2025 to net loss of US$777,940 for the six months ended March 31, 2026.
Six Months Ended March 31, 2025 Compared to Six Months Ended March 31, 2024
Revenues
Total revenues increased significantly by 474.9% from US$335,000 for the six months ended March 31, 2024 to US$1,926,008 for the six months ended March 31, 2025. This increase was principally attributed to a substantial rise in our fintech services fees and project research fees, partially offset by the decline in investment brokerage fees.
Administrative services fees — Revenue generated from administrative services is based on fixed fee billing arrangements. This revenue stream remained consistent over the two periods, with the same customer engaging our services for approximately the same amount of fees in both periods.
Fintech services fees — Fintech services fees for the six months ended March 31, 2025 amounted to US$1,827,726, compared to US$154,730 for the six months ended March 31, 2024. The substantial growth was primarily driven by the successful onboarding of three new customers utilizing fintech services for algorithm and big data model, which contributed approximately 75.4% of the total fintech services fees during the period ended March 31, 2025. Additionally, the increase in income from our existing customers indicated a higher utilization of services in algorithm and big data model, as well as consistent performance on fintech services of blockchain, contributing to the overall revenue growth.
Investment brokerage fees — Investment brokerage fees decreased from US$127,903 for the six months ended March 31, 2024 to nil for the six months ended March 31, 2025. This was primarily because we were not engaged in any investment brokerage activities during the six months ended March 31, 2025.
Project research fees — Project research fees increased from nil for the six months ended March 31, 2024 to US$64,294 for the six months ended March 31, 2025. This was primarily because we were not engaged in any project research activities during the six months ended March 31, 2024 and we successfully onboarded one project research activity during the six months ended March 31, 2025.
Interest income and others — Interest income and others decreased from US$18,839 for the six months ended March 31, 2024 to US$280 for the six months ended March 31, 2025. The decrease was attributable to a refund of professional fees paid in previous year amounting to US$17,670 for the six months ended March 31, 2024, with only bank interest income received for the six months ended March 31, 2025.
Expenses
(Reversal of) allowance for expected credit loss — Expected credit loss changed from provision of US$346 for the six months ended March 31, 2024 to reversal of US$8,516 for the six months ended March 31, 2025. The change corresponded with the decrease in receivables from customers as of March 31, 2025 and September 30, 2024, resulting in a corresponding decrease in allowance for expected credit loss.
Amortization of intangible assets — Amortization of intangible assets increased from nil for the six months ended March 31, 2024 to US$192,882 for the six months ended March 31, 2025, which was a result of addition of a cloud-based fintech solution of MOP 9,270,000 in August 2024. Intangible assets are amortized on a straight-line basis over their expected useful lives, which we have assessed to be three years based on an external valuation report and the estimated economic benefits derived from their use.
Commission — Commission expenses increased from US$35,220 for the six months ended March 31, 2024 to US$243,521 for the six months ended March 31, 2025. The increase was in line with the increase in fintech services fees earned during the six months ended March 31, 2025.
Compensation and benefits — Compensation and benefits expenses decreased from US$160,870 for the six months ended March 31, 2024 to US$139,911 for the six months ended March 31, 2025. The decrease primarily due to our headcount reduced from 9 employees as of March 31, 2024 to 8 employees as of March 31, 2025.
Depreciation — Depreciation expenses remained consistent for the six months ended March 31, 2025 and 2024 since there was no addition or disposal of office equipment between two periods.
Exchange (gain) loss — Exchange loss increased from US$275 for the six months ended March 31, 2024 to US$48,275 for the six months ended March 31, 2025, mainly because of the depreciation of CNY.
IT maintenance fees — IT maintenance fees changed from nil for the six months ended March 31, 2024 to US$89,137 for the six months ended March 31, 2025, primarily driven by outsourced maintenance fees for our cloud-based fintech solution, which began in August 2024.
Occupancy costs — Occupancy costs decreased from US$46,398 for the six months ended March 31, 2024 to US$39,152 for the six months ended March 31, 2025, primarily due to more favourable office lease terms secured under a new tenancy agreement entered in November 2024.
Professional fees — Professional fees remained consistent for the six months ended March 31, 2025 and 2024 due to no significant change in operations between two periods.
Travel and business development — Travel and business development expenses decreased from US$15,139 for the six months ended March 31, 2024 to US$4,329 for the six months ended March 31, 2025. This decrease was reflecting the gradual establishment of a stable customer network and a reduced need for international business development activities.
Other administrative expenses — Other administrative expenses remained relatively stable, decreasing slightly from US$24,280 for the six months ended March 31, 2024 to US$21,153 for the six months ended March 31, 2025.
Income (loss) before income taxes
We had an income before income taxes of US$956,268 and a loss before income taxes of US$148,850 for the six months ended March 31, 2025 and 2024, respectively. The increase in income before income taxes mainly due to the growth in revenue during the six months ended March 31, 2025.
Provision for income taxes
Income tax expense increased from US$8,975 expenses for the six months ended March 31, 2024 to US$166,877 for the six months ended March 31, 2025. The change was primarily due to the increase in current tax expenses related to the profits generated by our subsidiaries in Macau and withholding tax incurred in relation to fintech services rendered to our PRC customer.
Net income (loss)
As a result of the foregoing factors, we turned net loss of US$157,825 for the six months ended March 31, 2024 to net income of US$789,391 for the six months ended March 31, 2025.
Liquidity and Capital Resources
We recorded net cash outflow in operating activities of US$1,141,678 and $394,542 for the six months ended March 31, 2026 and 2024, respectively, and net cash inflow in operating activities of US$793,965 for the six months ended March 31, 2025. As of March 31, 2026, we had working capital of $2,565,731 and $159,299 in cash.
In assessing our liquidity, we monitor and analyse our cash on-hand and our operating and capital expenditure commitments. Our liquidity needs are to meet our working capital requirements, operating expenses and capital expenditure obligations. Equity financing in form of shares allotment and cash generated from operations have been utilized to finance our working capital requirements. Prior to our initial public offering on September 9, 2025, our principal sources of liquidity to finance our operating activities are from the financings provided by our related parties and major shareholders.
On September 9, 2025, we completed our initial public offering on The Nasdaq Capital Market, issuing 1,500,000 ordinary shares at a price of $4.00 per share. The ordinary shares began trading on The Nasdaq Capital Market on the same date under the ticker symbol “ZGM” and were subsequently changed to “ZTG” on April 14, 2026. As part of the IPO, we granted the underwriter a 45-day option to purchase up to an additional 225,000 ordinary shares at the public offering price of $4.00 per share, less underwriting discounts, to cover over-allotments, if any. Subsequently, on October 8, 2025, the underwriter exercised the over-allotment option in full and purchased an additional 225,000 ordinary shares at the public offering price of $4.00 per share, resulting in additional gross proceeds of $900,000 before deducting underwriting discounts and offering expenses.
Considering all facts and information on hand, we expect our cash on hand is sufficient to finance our working capital requirements within the normal operating cycle of a twelve-months period from the date of our financial statements are issued.
If we are unable to have sufficient fund to finance our working capital requirements within the normal operating cycle of a twelve-months period from the date of our financial statements are issued, we may consider supplementing our available sources of funds through the following sources:
| ● | additional equity financing from our major shareholders or third-party investors; and/or | |
| ● | financial support from our related parties and major shareholders. |
Based on the above considerations, we are of the opinion that we have sufficient funds to meet our working capital requirements and current liabilities as they become due within twelve months from the date of our financial statements are issued. However, there is no assurance that we will be successful in implementing our plans. There are a number of factors that could potentially arise and could undermine our plans, such as changes in the demand for our services, general market conditions and competitive environment of the capital market industry in Macau and changes in regulatory requirements, etc.
Cash Flows
The following table sets forth a summary of our cash flows for the periods presented.
For the Six Months Ended March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Net cash (used in) provided by operating activities | (1,141,678 | ) | 793,965 | (394,542 | ) | |||||||
| Net cash used in investing activities | (565,927 | ) | (740,941 | ) | - | |||||||
| Net cash provided by (used in) financing activities | 824,230 | (191,336 | ) | 217,243 | ||||||||
| Effect of exchange rates on cash | 444 | (313 | ) | 559 | ||||||||
| Net decrease in cash | (882,931 | ) | (138,625 | ) | (176,740 | ) | ||||||
| Cash, beginning balance | 1,042,230 | 327,111 | 524,383 | |||||||||
| Cash, ending balance | 159,299 | 188,486 | 347,643 | |||||||||
Operating activities
Net cash used in operating activities for the six months ended March 31, 2026 was US$1,141,678, as compared to a net loss of US$777,940. The difference was primarily attributable to an increase of US$309,198 in prepaid expenses and an increase of US$321,549 in deposits and other assets. The increases in prepaid expenses and deposits and other assets mainly reflected advance payments and additional deposits made in the ordinary course of business, which reduced operating cash flows during the period.
Net cash provided by operating activities for the six months ended March 31, 2025 was US$793,965, as compared to the net income of US$789,391. The difference was primarily attributable to a decrease of US$1,148,846 in receivables from customers, a decrease of US$154,109 in accounts payables and a decrease of US$1,077,563 in accrued expenses and other liabilities. These was reflecting a timely recovery of receivables and settlement of payables before the period end. The decrease in accrued expenses and other liabilities were mainly related to the consideration payable for the acquisition of intangible assets, which we partially settled by the period end.
Net cash used in operating activities for the six months ended March 31, 2024 was US$394,542, as compared to the net loss of US$157,825. The difference was primarily attributable to an increase of US$486,311 in receivables from customers and an increase of US$165,607 in payables to vendor. These receivables were related to the fintech services and investment brokerage services rendered during that period, with fees not yet received by the period end. The payable was related to the costs incurred in relation to fintech services introduced during that period, with costs not yet settled by the period end.
Investing activities
Net cash used in investing activities for the six months ended March 31, 2026 was US$565,927, which was fully spent on the purchase of intangible assets.
Net cash used in investing activities for the six months ended March 31, 2025 was US$740,941, primarily reflecting financings provided to a related party.
There was no net cash used in investing activities for the six months ended March 31, 2024.
Financing activities
Net cash provided by financing activities for the six months ended March 31, 2026 was US$824,230. This was primarily attributable to net proceeds of US$823,225 from the issuance of ordinary shares upon the exercise of the over-allotment option, partially offset by payment of US$2,500 in offering costs directly related to the over-allotment option. In addition, we received US$3,505 in financing from a related party.
Net cash used in financing activities for the six months ended March 31, 2025 was US$191,336, which was fully spent on the payment of IPO-related offering costs.
Net cash provided by financing activities for the six months ended March 31, 2024 was US$217,243. This cash inflow primarily consisted of payment of IPO-related offering costs of US$83,041 and financings obtained from related parties of US$300,284.
Quantitative and Qualitative Disclosures about Market Risks
Currency risk
Our functional currency is MOP and these unaudited condensed consolidated financial statements are presented in US$. Our operating activities and assets and liabilities are predominantly denominated in the functional currency. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. We consider the foreign exchange risk in relation to transactions denominated in MOP with respect to US$ is not significant as MOP is pegged to HK$ at a fixed rate of 1.03 and HK$ is pegged to US$ in a band between 7.75 and 7.85.
At the same time, we generate revenue primarily from customers in the PRC denominated in CNY, while our functional currency is MOP, any fluctuation in exchange rates against MOP may result in change in reported revenue.
For the six months ended March 31, 2026, we had US$1,041,689 revenue denominated in CNY. We estimate that any depreciation of CNY against MOP in the future would result in a decrease in revenue, and vice versa. If we are unable to adjust pricing or otherwise mitigate the impact of adverse currency movements, it would decrease the gross profit margin and net income. Based on the same revenue as for the six months ended March 31, 2026, the revenue denominated in CNY would increase by US$10,417 if there is a 1% appreciation of CNY against MOP. Conversely, the revenue would decrease by $10,417 if there is a 1% depreciation of CNY against MOP.
We have not used any instruments or derivatives to manage or hedge our currency risk exposure.
Concentration and credit risks
Financial instruments that potentially subject us to the credit risks consist of cash, receivables from customers, and deposits and other assets. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates.
We deposit the cash with reputable banks located in Macau. As of March 31, 2026 and September 30, 2025, US$159,238 and US$1,042,230 were deposited with these banks, respectively. Balances maintained with banks in Macau are insured under the Deposit Protection Scheme introduced by the Macau Government for a maximum amount of MOP500,000 (equivalent to US$61,945), and further increased to MOP800,000 (equivalent to US$99,112) effective on October 1, 2024, for each depositor at one bank, whilst the balances maintained by us may at times exceed the insured limits. Cash balances maintained with banks in Macau are not otherwise insured by the Federal Deposit Insurance Corporation or other programs. We have not experienced any losses in these bank accounts and management believes that we are not exposed to any significant credit risk on cash maintained with these banks.
Assets that potentially subject us to a significant concentration of credit risk primarily consist of receivables from customers, and deposits and other assets. We perform regular and ongoing credit assessments of the counterparties’ financial conditions and credit histories. We also assess historical collection trends and the aging of the receivables. We consider that it has adequate controls over these receivables to minimize the related credit risk. As of March 31, 2026 and September 30, 2025, the balance of allowance for credit losses were US$6,022 and US$7,059, respectively.
For the six months ended March 31 2026, 2025 and 2024, most of our assets were located in Macau. At the same time, we consider that we are exposed to the following concentrations of risk:
| (a) | Major customers |
For the six months ended March 31 2026, 2025 and 2024, the customers who accounted for 10% or more of our revenues and their respective outstanding balances at year end dates, are presented as follows:
For the Six Months Ended March 31, 2026 | As of March 31, 2026 | |||||||||||||||
| Customer | Revenue | Percentage of revenue | Receivables from customers, gross | Percentage of receivables from customers, gross | ||||||||||||
| Customer A | $ | 670,297 | 58 | % | $ | 352,208 | 61 | % | ||||||||
| Customer B | 262,949 | 23 | % | 125,356 | 22 | % | ||||||||||
| Total: | $ | 933,246 | 81 | % | $ | 477,564 | 83 | % | ||||||||
For the Six Months Ended March 31, 2025 | As of March 31, 2025 | |||||||||||||||
| Customer | Revenue | Percentage of revenue | Receivables from customers, gross | Percentage of receivables from customers, gross | ||||||||||||
| Customer A | $ | 933,313 | 48 | % | $ | 257,673 | 50 | % | ||||||||
| Customer C | 425,696 | 22 | % | - | - | |||||||||||
| Customer D | 349,280 | 18 | % | 89,567 | 17 | % | ||||||||||
| Total: | $ | 1,708,289 | 88 | % | $ | 347,240 | 67 | % | ||||||||
For the Six Months Ended March 31, 2024 | As of March 31, 2024 | |||||||||||||||
| Customer | Revenue | Percentage of revenue | Receivables from customers, gross | Percentage of receivables from customers, gross | ||||||||||||
| Customer C | $ | 154,730 | 46 | % | $ | 358,168 | 74 | % | ||||||||
| Customer E | 127,903 | 38 | % | 127,817 | 26 | % | ||||||||||
| Customer F | 33,528 | 10 | % | - | - | |||||||||||
| Total: | $ | 316,161 | 94 | % | $ | 485,985 | 100 | % | ||||||||
All the concentration percentages of accounts receivables are calculated before allowance for expected credit losses. As of the date of this Form 6-K, all of the receivables from these two customers had been collected.
Interest rate risk
Fluctuations in market interest rates may negatively affect our financial conditions and results of operations. We are exposed to floating interest rate risk on bank deposits, particularly during periods when the interest rate is expected to significant changes. Nevertheless, given the amounts of bank deposits in question, we consider our interest rate risk is not material and we have not used any derivatives to manage or hedge our interest risk exposure.
Research and Development, Patents and Licenses, etc.
We have not historically incurred significant expenditures on in house research and development. Our technology development activities have primarily consisted of acquiring and integrating third party fintech solutions, enhancing and upgrading existing algorithmic and big data models, and implementing blockchain system technology to support our service offerings.
In August 2024, we acquired an AI driven fintech solution from a third party vendor for approximately US$1,158,243 (equivalent to MOP 9,270,000). The acquired solution is an algorithmic platform designed to support a range of fintech services, including the use of algorithmic and big data models in connection with the delivery of services to customers. In July 2025, we acquired a blockchain system from a third party vendor for approximately US$212,008 (equivalent to MOP 1,699,500). This system is a proprietary distributed ledger technology platform designed to support secure, transparent and efficient transaction processing and to enable the provision of blockchain based services to customers. In addition, we entered into a contract to upgrade the existing algorithmic and big data models. The total contract sum amounted to $701,835 (equivalent to MOP 5,665,000). The upgrade project was completed and placed into service on December 17, 2025. The upgrade is expected to enhance the functionality and performance of the existing fintech solution acquired in August 2024.
We also incur ongoing costs for technology related training, industry seminars, conferences, and similar professional development activities intended to keep our personnel current with technological developments in the fintech sector.
Off-Balance Sheet Commitments and Arrangements
We did not have, during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Specifically, we have not entered into any financial guarantees, commitments or other arrangements to guarantee payment obligations of any parties. In addition, we have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’ equity or that are not reflected in our consolidated financial statements. Moreover, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.
Commitments and Contingencies
In the normal course of business, we are subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in our consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.
As of the date of this filing, we did not have any loss contingencies which require to be recognized or disclosed in our consolidated financial statements.
The following table summarizes the remaining contractual maturities of lease liabilities under operating lease as of March 31, 2026:
| US$ | ||||
| By March 31, | ||||
| 2027 and total future lease payments | 39,684 | |||
Seasonality
The nature of our business does not appear to be affected by seasonal variations.
Inflation
Whilst inflation has been a global issue impacting many countries around the globe, inflation in Macau has not materially affected our results of operations in recent years. According to the Statistics and Census Service Department of Government of Macao Special Administrative Region, the year-over-year percent changes in the average composite consumer price index rose by 0.53% for the six months ended March 31, 2026 and 2025, and rose by 0.48% for the six months ended March 31, 2025 and 2024. Although we have not been affected by inflation at this point in time, we may be affected if Macau and any other jurisdiction where we operate in the future experience higher rates of inflation in the future.
Significant Accounting Policies and Critical Accounting Estimates and Assumptions
We prepare our unaudited condensed consolidated financial statements in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and judgments are based on historical information, information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Significant estimates required to be made by management include, but not limited to, allowance for doubtful accounts, amortization of intangible assets, impairment of long-lived assets, allowance for deferred tax assets, recognition and measurement of operating lease ROU assets and operating lease liabilities. Actual results could differ from the estimates, and as such, differences could be material to the consolidated financial statements.
When reading our unaudited condensed consolidated financial statements, you should consider our selection of critical accounting policies, including revenue recognition, receivables from customers, and income taxes, of which the details are set out in our consolidated financial statements. You should also consider the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements.
Amortization of intangible assets
Intangible assets acquired separately are initially recognized at cost. The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite useful lives are amortized on a straight-line basis over their expected useful lives, while intangible assets with indefinite useful lives are not amortized but are subject to annual impairment testing.
Our intangible assets consist of (i) a cloud-based fintech solution, which is an AI-driven algorithmic platform offering a range of fintech services, including algorithmic and big data models to our customers, and (ii) a blockchain system, which is a proprietary distributed-ledger technology platform designed to support secure, transparent, and efficient transaction processing and to enable the provision of blockchain-based services to our customers. We have assessed the useful life of intangible assets to be three years, based on an external valuation report and the estimated economic benefits derived from its use. For the six months ended March 31, 2026, 2025 and 2024, amortization expense was US$245,365, US$192,882 and nil, respectively.
Recent Accounting Pronouncements
See the discussion of the recent accounting pronouncements contained in Note 3 to the unaudited condensed consolidated financial statements, “Summary of Significant Accounting Policies”.
Exhibit 99.2
INDEX TO FINANCIAL STATEMENTS
ZENTA GROUP COMPANY LIMITED
TABLE OF CONTENTS
Unaudited Condensed Consolidated Financial Statements for the Six Months Ended March 31, 2026 and 2025
| Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and Consolidated Balance Sheets as of September 30, 2025 | F-2 |
| Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the Six Months Ended March 31, 2026, 2025 and 2024 | F-3 |
| Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Six Months Ended March 31, 2026, 2025 and 2024 | F-4 |
| Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2026, 2025 and 2024 | F-5 |
| Notes to Unaudited Condensed Consolidated Financial Statements | F-6 – F-27 |
| F-1 |
Zenta Group Company Limited
Unaudited Condensed Consolidated Balance Sheets
(Expressed in U.S. Dollars, except for the number of shares)
| March 31, | September 30, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Receivables from customers, net | ||||||||
| Prepaid expenses, current | ||||||||
| Deposits and other assets, current, net | - | |||||||
| Deposits-a related party, current, net | ||||||||
| Total current assets | ||||||||
| Operating lease right-of-use (“ROU”) assets | ||||||||
| Deferred tax assets, net | ||||||||
| Office equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Prepaid expenses, non-current | ||||||||
| Deposits, non-current, net | ||||||||
| Total assets | ||||||||
| Liabilities and shareholders’ equity | ||||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Amounts due to related parties | ||||||||
| Operating lease liabilities, current | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Income tax payable | ||||||||
| Total current liabilities | ||||||||
| Operating lease liabilities, non-current | - | |||||||
| Total liabilities | ||||||||
| Commitments and contingencies | - | - | ||||||
| Shareholders’ equity | ||||||||
| Ordinary shares (US$ | - | |||||||
| Class A ordinary shares
(US$ | - | |||||||
| Class B ordinary shares
(US$ | - | |||||||
| Ordinary shares | - | |||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive (loss) income | ( | ) | ||||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-2 |
Zenta Group Company Limited
Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income
(Expressed in U.S. Dollars, except for the number of shares)
| 2026 | 2025 | 2024 | ||||||||||
For the Six Months Ended March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Revenues | ||||||||||||
| Administrative services fees-a related party | $ | - | $ | $ | ||||||||
| Fintech services fees - algorithm and big data | ||||||||||||
| Fintech services fees - blockchain | - | |||||||||||
| Investment brokerage fees | - | - | ||||||||||
| Project research fees | - | - | ||||||||||
| Interest income and others | ||||||||||||
| Total revenues | ||||||||||||
| Expenses | ||||||||||||
| (Reversal of) allowance for expected credit loss | ( | ) | ( | ) | ||||||||
| Amortization of intangible assets | - | |||||||||||
| Commissions | ||||||||||||
| Compensation and benefits | ||||||||||||
| Compensation and benefits-related parties | ||||||||||||
| Compensation and benefits | ||||||||||||
| Depreciation | ||||||||||||
| Exchange (gain) loss | ( | ) | ||||||||||
| Interest expenses-a related party | - | - | ||||||||||
| IT maintenance fees | - | |||||||||||
| Occupancy costs | ||||||||||||
| Professional fees | ||||||||||||
| Travel and business development | ||||||||||||
| Other administrative expenses | ||||||||||||
| Total expenses | ||||||||||||
| (Loss) income before income taxes | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ( | ) | ( | ) | ( | ) | ||||||
| Net (loss) income | ( | ) | $ | ( | ) | |||||||
| Other comprehensive (loss) income | ||||||||||||
| Foreign currency translation adjustments | ( | ) | ( | ) | ||||||||
| Total comprehensive (loss) income | $ | ( | ) | $ | $ | ( | ) | |||||
| (Loss) earnings per share – Basic and diluted | ||||||||||||
| (Loss) earning per ordinary shares – Basic and diluted* | $ | ( | ) | $ | $ | ( | ) | |||||
| Weighted average number of ordinary shares outstanding: | ||||||||||||
| Ordinary shares - Basic and diluted* | ||||||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-3 |
Zenta Group Company Limited
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity
(Expressed in U.S. Dollars, except for the number of shares)
For the Six Months Ended March 31, 2024
| Number issued* | Amount | Subscription receivables | paid-in capital | retained earnings | comprehensive income | Total | ||||||||||||||||||||||
| Ordinary shares | Additional | Accumulated other | ||||||||||||||||||||||||||
| Number | Subscription | paid-in | Retained | comprehensive | ||||||||||||||||||||||||
| issued* | Amount | receivables | capital | earnings | income | Total | ||||||||||||||||||||||
| Balance as of September 30, 2023 | $ | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||||||
| Issuance of ordinary shares | - | - | - | |||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||
| Foreign currency translation adjustments | - | - | - | - | - | |||||||||||||||||||||||
| Settlement of subscription receivables | - | - | - | - | - | |||||||||||||||||||||||
| Balance as of March 31, 2024 | $ | $ | - | $ | $ | $ | $ | |||||||||||||||||||||
For the Six Months Ended March 31, 2025
| Ordinary shares | Additional | Accumulated other | ||||||||||||||||||||||||||
| Number | Subscription | paid-in | Retained | comprehensive | ||||||||||||||||||||||||
| issued* | Amount | receivables | capital | earnings | income | Total | ||||||||||||||||||||||
| Balance as of September 30, 2024 | $ | $ | - | $ | $ | $ | $ | |||||||||||||||||||||
| Net income | - | - | - | - | - | |||||||||||||||||||||||
| Foreign currency translation adjustments | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | - | $ | $ | $ | $ | |||||||||||||||||||||
| * |
For the Six Months Ended March 31, 2026
| Ordinary shares | Class A ordinary shares | Class B ordinary shares | Additional | Accumulated other | ||||||||||||||||||||||||||||||||||||
| Number | Number | Number | paid-in | Retained | comprehensive | |||||||||||||||||||||||||||||||||||
| Issued* | Amount | issued | Amount | issued | Amount | capital | earnings | income | Total | |||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | - | $ | - | - | $ | - | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Issuance of ordinary shares pursuant to over-allotment option, net of offering cost | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Redesignation of authorized ordinary shares | ( | ) | ( | ) | - | - | - | - | ||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||||||||||
| Net income (loss) | - | - | - | - | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | - | $ | - | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-4 |
Zenta Group Company Limited
Unaudited Condensed Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars)
| 2026 | 2025 | 2024 | ||||||||||
For the Six Months Ended March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net (loss) income | $ | ( | ) | $ | $ | ( | ) | |||||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||||||||||
| Depreciation | ||||||||||||
| Amortization of intangible assets | - | |||||||||||
| Amortization of operating lease ROU assets and interest of lease liabilities | ||||||||||||
| (Reversal of) allowance for expected credit loss | ( | ) | ( | ) | ||||||||
| Deferred tax expense (benefit) | ( | ) | ||||||||||
| Change in operating assets and liabilities: | ||||||||||||
| Receivables from customers | ( | ) | ||||||||||
| Prepaid expenses | ( | ) | ( | ) | ||||||||
| Deposits and other assets | ( | ) | ( | ) | ||||||||
| Operating lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Accounts payable | - | ( | ) | |||||||||
| Accrued expenses and other liabilities | ( | ) | ||||||||||
| Income tax payable | ( | ) | ( | ) | ||||||||
| Net cash (used in) provided by operating activities | ( | ) | ( | ) | ||||||||
| Cash flows from investing activities: | ||||||||||||
| Purchases of intangible assets | ( | ) | - | - | ||||||||
| Advances to related party | - | ( | ) | - | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | - | |||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from issuance of ordinary shares pursuant to over-allotment option, net of issuance cost | - | - | ||||||||||
| Payments of offering costs related to over-allotment option or IPO | ( | ) | ( | ) | ( | ) | ||||||
| Financing obtained from related party | - | |||||||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||||||
| Effect of exchange rate changes on cash | ( | ) | ||||||||||
| Net decrease in cash | ( | ) | ( | ) | ( | ) | ||||||
| Cash, beginning of period | ||||||||||||
| Cash, end of period | $ | $ | $ | |||||||||
| Supplementary cash flows information: | ||||||||||||
| Taxes paid: | ||||||||||||
| Current tax - Macau | $ | - | $ | - | ||||||||
| Current tax - PRC | $ | $ | - | |||||||||
| Total income tax paid | - | |||||||||||
| Listing fee paid | $ | - | $ | |||||||||
| Non-cash investing and financing activities: | ||||||||||||
| Acquisition of intangible assets settled by deposits and other assets | $ | $ | - | |||||||||
| Issuance cost charged to additional paid-in capital | $ | $ | - | - | ||||||||
| Operating lease ROU assets obtained in exchange for operating lease liabilities | $ | - | $ | - | ||||||||
| Settlement of subscription receivables with amounts due to a related party | $ | - | $ | - | ||||||||
| Settlement of issuance of ordinary shares with amounts due to a related party | $ | - | $ | - | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-5 |
Zenta Group Company Limited
Notes to Unaudited Condensed Consolidated Financial Statements
For the Six Months Ended March 31, 2026, 2025 and 2024
1. Organization and Description of Business
Zenta Group Company Limited (“ZGCL Cayman”) is a company incorporated in the Cayman Islands with limited liability on March 20, 2023. ZGCL Cayman is a pure parent holding company with no operations. ZGCL Cayman owns and controls the following subsidiaries (collectively, “the Company”) as of March 31, 2026.
Zenta
Group Company Limited (“ZGCL Macau”), a wholly-owned subsidiary of ZGCL Cayman, is a company incorporated in Macau with limited
liability on August 26, 2019 with a share capital of MOP
Lason
Investment Consulting Company Limited (“LICCL”) a wholly-owned subsidiary of ZGCL Macau, is a company incorporated in Macau
with limited liability on November 12, 2019 with a share capital of MOP
Lason
Management Service Limited (“LMSL”), a wholly-owned subsidiary of ZGCL Macau, is a company incorporated in Macau with limited
liability on March 23, 2022 with a share capital of MOP
Lapis
Financial Technology Limited (“LFTL”), a wholly-owned subsidiary of ZGCL Macau, is a company incorporated in Macau with limited
liability on June 14, 2023 with a share capital of MOP
On
September 9, 2025, the Company completed its IPO on The Nasdaq Capital Market, issuing
Reorganization
Reorganization of the legal structure of the Company was completed on June 19, 2023 by carrying out a sequence of contemplated transactions, where ZGCL Cayman becomes the holding company of all subsidiaries discussed above.
Asset acquisitions by ZGCL Macau
LICCL
was incorporated by ZGCL Macau and Ng Wai Ian (“Ng”) at
LMSL
was incorporated by two independent parties at
LFTL
was incorporated by ZGCL Macau and an independent party at
At the time of these acquisitions, LICCL, LMSL and LFTL were dormant companies not engaged in any business activities. After the acquisitions discussed above, LICCL, LMSL and LFTL became wholly owned subsidiaries of ZGCL Macau.
Reorganization on June 19, 2023
Prior
to June 19, 2023, ZGCL Macau was effectively controlled by Ng and Sou Weng Seng (“Sou”), who together held
The
reorganization on June 19, 2023, was undertaken to eventually transfer
The consolidation of the Company has been accounted for at historical cost and prepared on the basis that the aforementioned transactions had been effective from the beginning of the first period presented in the accompanying unaudited condensed consolidated financial statements. The results of operations for the periods presented comprise those of the previously separate entities combined from the beginning of the period to the end of the period, eliminating the effects of intra-entity transactions.
| F-6 |
Zenta Group Company Limited
Notes to Unaudited Condensed Consolidated Financial Statements
For the Six Months Ended March 31, 2026, 2025 and 2024
2. Liquidity
In
assessing the Company’s liquidity, the Company monitors and analyses its cash on-hand and its operating and capital expenditure
commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure
obligations. Equity financing in form of shares allotment and capital contribution from shareholders, and cash generated from operations
have been utilized to finance the working capital requirements of the Company. The Company recorded net cash outflow in operating activities
of US$
Considering all facts and information on hand, management expects the Company’s cash on hand is sufficient to finance its working capital requirements within the normal operating cycle of a twelve-months period from the date of these financial statements are issued.
If the Company is unable to have sufficient fund to finance its working capital requirements within the normal operating cycle of a twelve-months period from the date of these financial statements are issued, the Company may consider supplementing its available sources of funds through the following sources:
| ● | additional equity financing from major shareholders or third-party investors; and/or | |
| ● | financial support from the Company’s related parties and major shareholders. |
Based on the above considerations, management is of the opinion that the Company has sufficient funds to meet its working capital requirements and current liabilities as they become due within twelve months from the date of these financial statements are issued. However, there is no assurance that the Company will be successful in implementing its plans. There are a number of factors that could potentially arise and could undermine the Company’s plans, such as changes in the demand for the Company’s services, general market conditions and competitive environment of the capital market industry in Macau and changes in regulatory requirements, etc.
3. Summary of Significant Accounting Policies
Basis of presentation and principle of consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements do not include all the information and footnotes required by the U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with the U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Company’s financial position as of March 31, 2026, and results of operations and cash flows for the six months ended March 31, 2026, 2025 and 2024. The consolidated balance sheet as of September 30, 2025 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended September 30, 2025, 2024 and 2023, and related notes included in the Company’s audited consolidated financial statements.
The unaudited condensed consolidated financial statements include the financial statements of the Company. All intercompany transactions and balances among the Company have been eliminated upon consolidation.
The accompanying unaudited condensed consolidated financial statements reflect the activities of the Company, and each of the following entities as of March 31, 2026:
Schedule of Consolidated Financial Statements Reflect the Activities
| Place of | Attributable | Registered/Issued | ||||||||
| Name of Company | Incorporation | equity interest % | Capital | |||||||
| Zenta Group Company Limited | MOP | |||||||||
| Lason Investment Consulting Company Limited | MOP | |||||||||
| Lason Management Service Limited | MOP | |||||||||
| Lapis Financial Technology Limited | MOP | |||||||||
Use of estimates and assumptions
The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Significant estimates required to be made by management include, but not limited to, revenue recognition, allowance for expected credit loss, amortization of intangible assets, impairment of long-lived assets, allowance for deferred tax assets, recognition and measurement of operating lease ROU assets and operating lease liabilities. Actual results could differ from the estimates, and as such, differences could be material to the unaudited condensed consolidated financial statements.
Adoption of new accounting standard
In December 2023, the FASB issued ASU 2023-09 — Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). This standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The ASU is effective for public business entities for annual periods beginning after December 15, 2024. For all other entities, the standard is effective for annual periods beginning after December 15, 2025. Early adoption is permitted. The Company adopted ASU 2023-09 on October 1, 2025, retrospectively to all periods presented in the consolidated financial statement. The adoption of this ASU had no material impact on reportable segments identified and had no effect on the Company’s consolidated financial position, results of operations, or cash flows.
Cash
Cash include balances maintained with banks in Macau that can be added or withdrawn without limitation.
Receivables from customers, net
Receivables
from customers represented amounts due from the Company’s customers and are measured at amortized cost less an allowance for expected
credit loss as needed. The allowance for expected credit loss is the Company’s best estimate of the amount of probable credit losses
in the Company’s existing receivables from customers. The Company assess the allowance by pooling receivables that have similar
risk characteristics and evaluates receivables individually when specific receivables no longer share those risk characteristics. The
Company determines the expected credit loss based on aging data, historical collection experience, customer specific facts, current economic
conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect
from customers. Balances are charged off against the allowance after all means of collection have been exhausted and the potential for
recovery is considered remote. As of March 31, 2026 and September 30, 2025, the balance of allowance for expected credit loss against
receivables from customers were $
Expected credit loss
ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition of losses than under the current incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred. There are other provisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures. The Company applied the expected credit loss to receivables from customers and other financial instruments.
| F-7 |
Zenta Group Company Limited
Notes to Unaudited Condensed Consolidated Financial Statements
For the Six Months Ended March 31, 2026, 2025 and 2024
3. Summary of Significant Accounting Policies (Continued)
Prepaid expenses
Prepaid expenses are comprised of prepaid marketing expenses, consultancy fees, professional fees and office supplies. These amounts are recognized as expenses on a straight-line basis over the relevant non-cancellable contract term or expected benefit period, so the balances are realized over the life of the underlying arrangements, with the portion expected to be expensed within the next twelve months classified as current and the remainder as non-current. Prepaid expenses are not subject to expected credit loss assessment, as they represent advance payments for goods or services to be received from counterparties rather than contractual rights to receive cash.
Deposits and other assets, net
Deposits
and other assets are comprised of other receivables and deposits, including rental deposit, deposit paid for purchase of intangible assets
and good faith deposit. The Company reviews deposits and other assets on a regular basis and also makes specific allowance if there is
strong evidence indicating that deposits and other assets are likely to be unrecoverable. As of March 31, 2026 and September 30, 2025,
the balance of allowance for expected credit loss against deposits and other assets were $
Leases
On October 1, 2020, the Company adopted ASC 842 — Leases (“ASC 842”), which requires lessees to record right-of-use (“ROU”) assets and related lease obligations on the balance sheet, as well as disclose key information regarding leasing arrangements.
Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similarly owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term.
As
of March 31, 2026 and September 30, 2025, there were approximately $
The Company evaluates the impairment of its ROU assets consistently with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the assets from the expected undiscounted future pre-tax cash flows of the related operations. As of March 31, 2026 and September 30, 2025, the Company did not recognize any impairment loss against its ROU assets.
Office equipment, net
Office
equipment is stated at cost less accumulated depreciation and impairment losses. Depreciation is provided using the straight-line method
based on the estimated useful life. The estimated useful lives of office equipment are
Expenditures for repairs and maintenance, which do not materially extend the useful lives of the assets, are expensed as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets disposed of or retired are removed from the accounts, and any resulting gain or loss is reflected in the unaudited condensed consolidated statements of operations and comprehensive (loss) income under other income or expenses.
Intangible assets, net
Intangible assets acquired separately are initially recognized at cost. The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite useful lives are amortized on a straight-line basis over their expected useful lives, while intangible assets with indefinite useful lives are not amortized but are subject to annual impairment testing.
The Company’s intangible assets consist of (i) a fintech solution, which is an AI-driven algorithmic platform offering a range of fintech services, including algorithmic and big data models to its customers, and (ii) a blockchain system, which is a proprietary distributed-ledger technology platform designed to support secure, transparent, and efficient transaction processing and to enable the provision of blockchain-based services to its customers.
Management has assessed the useful life of intangible assets to be three years, based on an external valuation report and the estimated economic benefits derived from its use.
As of March 31, 2026 and September 30, 2025, the Company did not recognize any impairment losses against its intangible assets.
| F-8 |
Zenta Group Company Limited
Notes to Unaudited Condensed Consolidated Financial Statements
For the Six Months Ended March 31, 2026, 2025 and 2024
3. Summary of Significant Accounting Policies (Continued)
Business combination
Upon acquisition of a company, the Company determines if the transaction is a business combination defined by ASC 805, Business Combinations (“ASC 805”), which shall be accounted for using the acquisition method of accounting. Under the acquisition method, once control of a business is obtained, the assets acquired and liabilities assumed, including amounts attributed to non-controlling interests, are recorded at fair value. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The determination of the fair values is based on estimates and judgments made by management. By contrast, the acquisition of an asset or group of assets (and possibly the assumption of any liabilities) that do not meet the definition of a business in ASC 805 is accounted for using a cost accumulation model. In a cost accumulation model, the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of their relative fair values.
Investments in subsidiaries
Subsidiaries are entities controlled by ZGCL Cayman. ZGCL Cayman controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. When assessing whether ZGCL Cayman has power, only substantive rights (held by ZGCL Cayman and other parties) are considered. ZGCL Cayman shall deconsolidate a subsidiary or derecognize a group of assets as of the date ZGCL Cayman ceases to have a controlling financial interest in that subsidiary or group of assets.
Impairment of long-lived assets
The
Company reviews long-lived assets, including office equipment, intangible assets and ROU assets, for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of an asset to the undiscounted future pre-tax cash flows expected to be generated by
the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount
of the assets exceeds the fair value of the assets. Fair value is generally determined by discounting the cash flows expected to be generated
by the asset (asset group), when the market prices are not readily available. The adjusted carrying amount of the asset is the new cost
basis and is depreciated over the asset’s remaining useful lives. Long-lived assets are grouped with other assets and liabilities
at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. As of
March 31, 2026 and September 30, 2025,
Revenue recognition
Revenue from contracts with customers
The Company follows the rules and guidance set out under ASC 606, Revenue from Contracts with Customers (“ASC 606”), when recognizing revenue from contracts with customers. The core principle of ASC 606 requires an entity to recognize revenues to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. In accordance with ASC 606, revenues are recognized when the Company satisfies the performance obligations by delivering the promised services to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The following five steps are applied to achieve that core principle:
Step 1: Identify the contract with the customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when the company satisfies a performance obligation
The Company identifies each distinct service as a performance obligation. The recognition and measurement of revenues is based on the assessment of individual contract terms. The Company applies a practical expedient to expense costs as incurred for those suffered in order to obtain a contract with a customer when the amortization period would have been one year or less. The Company has no material incremental costs of obtaining contracts with customers that the Company expects the benefit of those costs to be longer than one year, which need to be recognized as assets.
| F-9 |
Zenta Group Company Limited
Notes to Unaudited Condensed Consolidated Financial Statements
For the Six Months Ended March 31, 2026, 2025 and 2024
3. Summary of Significant Accounting Policies (Continued)
Revenue recognition (Continued)
The Company’s principal revenue streams include:
Administrative services fees
The Company enters into a distinct administrative services agreement with its customer, handling and managing routine corporate matters in return for a fixed service fee.
The Company is obligated to provide administrative services, which include handling and managing corporate documents, maintaining and updating corporate changes and registrations, providing registered offices, and filing income tax returns.
The Company considers each element of the services within the contract to be distinct. Nevertheless, the Company concludes that the nature of the contract is to provide integrated administrative services over the term of the contract rather than a specific quantity of specified services. The activities in providing these services can vary significantly from day to day. However, these routine services are essential to fulfill the Company’s obligation to provide integrated administrative services. Therefore, the integrated administrative services transferred to the customer are substantially the same each month; that is, the customer receives substantially the same benefit each month.
The Company concludes that each increment of service is distinct, meets the criteria for recognizing revenue over time, and uses the same method for measuring progress. The performance obligation is satisfied over time in accordance with paragraph 606-10-25-27(a) because the customer simultaneously receives and consumes the benefits of the Company’s performance as each administrative transaction is processed. The fact that another entity would not need to re-perform the work that the Company has provided to date also demonstrates that the customer simultaneously receives and consumes the benefits as the Company performs.
The Company further concludes that the integrated administrative services represent a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customers, satisfying the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation.
The Company promises to provide a set of integrated administrative services (stand-ready obligations) over a fixed period, with the customer having no explicit limit on the use of services within this period. The Company determines that its promise to the customer is to provide a service of making the integrated administrative work available as needed. The extent of the customers’ request for the administrative work does not affect the remaining services to which the customer is entitled. As suggested above, the Company determines that the customer benefits largely evenly from the Company’s services of making the administrative service available throughout the contract period. The integrated administrative services transferred to the customer are substantially the same during each particular month; that is, the customer receives substantially the same benefit each month. Therefore, the Company concludes that the best measure of progress toward complete satisfaction of the performance obligation over time is a time-based measure, and it recognizes revenue on a straight-line basis throughout the contract period.
According to the agreement, the customer is required to pay a monthly fee for administrative services. In practice, the Company issues invoices to customer on a quarterly basis for these services, consolidating three months of fees into one invoice and payment is due from the date of billing. The customer pays before the end of the quarters.
On July 1, 2025, the Company terminated the administrative services agreement, and no administrative services fees has been generated from July 1, 2025.
Fintech service fees – algorithm and big data
The Company enters into distinct fintech services agreements with its customers to provide algorithms and big data models for the customers’ use in return for a fintech service fee. There are two types of arrangement entered, i.e. (i) brokering the algorithms and big data models on behalf of the vendor and (ii) providing fintech services related to the algorithms and big data models directly to the customers.
Brokering the algorithms and big data models
The Company brokered the algorithms and big data models on behalf of the vendor until it acquired the related fintech solution from the vendor in August 2024. The Company enters into distinct fintech services agreements with its customer to provide algorithms and big data models developed by a vendor for the customer’s use in return for a fintech service fee.
The Company accounts for the fintech services related to the brokering of algorithms and big data models as a single performance obligation in accordance with ASC 606-10-25-14(b). This is because it provides a series of distinct services that are substantially the same by making the algorithms and big data models available for the customers’ use during a fixed period, and these services have the same pattern of transfer (the services transfer to the customer over time and use the same method to measure progress — that is, a time-based measure of progress).
| F-10 |
Zenta Group Company Limited
Notes to Unaudited Condensed Consolidated Financial Statements
For the Six Months Ended March 31, 2026, 2025 and 2024
3. Summary of Significant Accounting Policies (Continued)
Revenue recognition (Continued)
As stated in the agreement, the pricing structure for the fintech services related to the provision of algorithms and big data models includes a fixed component based on a predetermined amount of usage (i.e., a minimum usage requirement) and a variable component that is charged if the customer exceeds the predetermined amount (i.e., “overage fees”). In addition, if the customer does not meet the minimum usage requirement in any month, the shortfall is carried over to the following month.
Because the minimum usage requirements can change each month and the usage-based fees are related to a specific outcome, the allocation of the variable consideration to each distinct service period (e.g., each month) cannot meet the allocation objective. This means that the usage-based pricing may not represent the amount of consideration to which the entity expects to be entitled upon the transfer of each distinct service, which is based on each increment of time within the series. Therefore, any overage fees for a particular month may not (1) be solely associated with that month or (2) reflect the value of the specific outcome associated with the overage. Accordingly, the Company does not qualify to apply the variable consideration allocation exception set out under ASC 606-10-32-40 and is required to estimate the amount of variable consideration to which it would be entitled at contract inception.
The Company believes that the most likely amount method is the preferred method for predicting the amount of consideration to which it will be entitled. Under the most likely amount method, based on the Company’s best estimate, the Company does not expect that usage exceeding the predetermined amount will occur during the brokering services period. Therefore, the minimum usage requirement as determined in the agreement is the most likely amount that the Company would be entitled to.
The Company also considers the guidance in ASC 606-10-32-11 through 32-13 on constraining estimates of variable consideration to determine whether the estimated amount of variable consideration should be included in the transaction price. The Company considers the factors in ASC 606-10-32-12 and observes that the amount of consideration is highly susceptible to factors outside the Company’s influence (that is, inherently variable depending on future customer actions, and there is no historical data to support any of the estimates). As such, it cannot conclude that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Consequently, the Company believes that it should not include any variable consideration in the transaction price.
For the algorithms and big data models brokered by the Company, customer simultaneously receives and consumes the benefits as the services are rendered by the Company, i.e., access to and utilize the models according to the customers’ needs. Because the revenue generated from brokering the algorithms and big data models meets one of the criteria set out in ASC 606-10-25-27, the revenue from brokering the algorithms and big data models qualifies to be recognized over time, with the fixed consideration (i.e., the minimum usage payment) recognized ratably across the contract period.
According to the agreement, the customer is required to settle the actual usage amounts on a quarterly basis and make payment within 60 days from the date signed on the usage confirmation letter, and any shortfall against the minimum usage requirement within 90 days from the end of the contract term, i.e. September 30, 2024. The customer adheres to the payment term and pays before the due date.
The Company follows the rules and guidance set out under ASC 606 when determining whether it is acting as a principal or an agent in the contract with its customers. The core principle of ASC 606 requires an entity to determine whether the nature of its promise is a performance obligation to provide the services itself (that is, the entity is a principal) or to arrange for those services to be provided by another party (that is, the entity is an agent). The following steps are applied to achieve that core principle:
Step 1: Identify the specified services to be provided to the customer.
Step 2: Assess whether it controls each specified service before that service is transferred to the customer.
Under the agreement the Company has in place with its customer, the Company does not have primary responsibility for providing algorithms and big data models but brokering them from a vendor. The models are primarily controlled by the vendor, who sets the transaction price or income to be shared with the Company in separate documents. The Company has no control over the models and cannot determine the transaction price set by the vendor. Furthermore, it has been stated in the agreement that the models are run by the vendor, and the Company would be indemnified by the vendor for any issues, damages, and claims related to the services. The responsibility of the Company is simply to broker the algorithms and big data models from the vendor to its customer. The Company concludes it has no primary responsibility in the function but acts as an agent between its customer and the vendor. The Company recognizes revenue at the net amount after deducting the amount it is required to pay to the vendor.
Providing the algorithms and big data models directly to its customers
Since it acquired the related fintech solution from the vendor in August 2024, the Company provides the fintech services related to the provision of algorithms and big data models to its customers directly in return for fee income. The Company enters into distinct fintech services agreements with its customers to provide algorithms and big data models owned by the Company for the customers’ use in return for a fintech service fee.
The Company accounts for the fintech services related to provision of algorithms and big data models as a single performance obligation in accordance with ASC 606-10-25-14(b). This is because it provides a series of distinct services that are substantially the same by making the algorithms and big data models available for the customers’ use during a fixed period, and these services have the same pattern of transfer (the services transfer to the customer over time and use the same method to measure progress — that is, a time-based measure of progress).
| F-11 |
Zenta Group Company Limited
Notes to Unaudited Condensed Consolidated Financial Statements
For the Six Months Ended March 31, 2026, 2025 and 2024
3. Summary of Significant Accounting Policies (Continued)
Revenue recognition (Continued)
For contracts enacted before the acquisition of the related fintech solution, the pricing structure for the fintech services related to the provision of algorithms and big data models includes a fixed component based on a predetermined amount of usage and a variable component as detailed under “Brokering the algorithms and big data models” above. While the Company transitioned to directly providing these fintech services to customers in exchange for fee income after acquiring the related fintech solution, it continues to honor the existing pricing structure for contracts executed prior to the acquisition until those contracts are completed.
For contracts enacted after the acquisition of the related fintech solution, the previous pricing structure is no longer offered. As stated in the agreement, the pricing structure for the fintech services related to the provision of algorithms and big data models is based solely on usage (i.e., the actual usage payment) during the service period. The variable consideration allocation exception is applied as (1) the usage-based fees are related to a specific outcome and (2) allocation of the variable consideration to each distinct service period (e.g. each month) would meet the allocation objective (i.e., the usage-based pricing represents the amount of consideration to which the Company expects to be entitled upon the transfer of each and every distinct service, which is based on each increment of time within the series). Accordingly, the Company is not required to estimate the amount of variable consideration to which it would be entitled at contract inception and instead can recognize revenue as the customer’s usage occurs.
For the algorithms and big data models provided directly by the Company to its customers, customers simultaneously receive and consume the benefits as the services are rendered by the Company, i.e., access to and utilize the models according to the customers’ needs. Because the revenue generated from provision the algorithms and big data models meets one of the criteria set out in ASC 606-10-25-27, the revenue from the provision of algorithms and big data models qualifies to be recognized over time, with the variable consideration (i.e., the actual usage payment) recognized based solely on usage during the service period.
According to the agreement, the customers are required to settle the actual usage amounts on a quarterly basis and make payment within 60 days from the date signed on the usage confirmation letter. The customer adheres to the payment term and pays before the due date.
The Company follows the rules and guidance set out under ASC 606 when determining whether it is acting as a principal or an agent in the contract with its customers. The core principle of ASC 606 requires an entity to determine whether the nature of its promise is a performance obligation to provide the services itself (that is, the entity is a principal) or to arrange for those services to be provided by another party (that is, the entity is an agent). The following steps are applied to achieve that core principle:
Step 1: Identify the specified services to be provided to the customer.
Step 2: Assess whether it controls each specified service before that service is transferred to the customer.
Under the agreements the Company has with its customers, the Company has primary responsibility for providing algorithms and big data models. The fintech solution is fully owned and controlled by the Company, which has the authority to direct its use and derive substantially all of the remaining benefits from it. The Company also has full discretion to set the transaction prices in its agreements with customers. Furthermore, the Company is responsible for addressing and resolving any issues related to the models that are identified by customers. Based on these considerations, the Company concludes that it acts as a principal in its contracts with customers and recognizes revenue on a gross basis.
Fintech service fees – blockchain
The Company enters into distinct fintech services agreement with its customer to provide a blockchain system developed by a vendor for the customer’s use. As stipulated in the agreement, the Company will charge a one-time fixed services fee income for the system provided.
The fintech service agreement related to the procurement of the blockchain system is distinct and is identified as one performance obligation. The Company is obligated to make available a blockchain system developed by a vendor for the customer’s use. The fintech services is considered to be distinct that Company promises to transfer and is therefore considered to be one single performance obligation under ASC 606-10-25-14.
For blockchain system procured by the Company, the customer does not simultaneously receive and consume the benefits as the services are rendered, i.e. the system would only be consumed by the customer once it is implemented and operational.
The Company also does not create or enhance an asset that the customer controls as the performance obligation is simply to distribute the system for the customer use. No asset will be created by the Company as part of the performance obligation whilst the Company is simply to procure a blockchain model for the use of the customer. The customer would only be allowed the access to the system upon the product distribution and system implementation.
The Company does not have an enforceable right to payment for performance completed to date. The services rendered by the Company are system procurement and implementation. The Company will only be entitled to fee upon the successful implementation of the system for the customer pursuant to the contracts without payment for performance completed to date.
Because the revenue generated from procuring the blockchain system does not meet any of the criteria set out in ASC 606-10-25-27, the revenue from procuring the blockchain system does not qualify to be recognized over time but at a point in time.
Revenue from providing the blockchain system to a customer is recognized at a point in time when the system is implemented and operational for the customer.
Under the agreement, it requires payment within 60 days following the implementation of system. The customer adheres to the payment term and pays before the due date.
| F-12 |
Zenta Group Company Limited
Notes to Unaudited Condensed Consolidated Financial Statements
For the Six Months Ended March 31, 2026, 2025 and 2024
3. Summary of Significant Accounting Policies (Continued)
Revenue recognition (Continued)
The Company follows the rules and guidance set out under ASC 606 when determining whether it is acting as a principal or an agent in the contract with its customers. The core principle of ASC 606 requires an entity to determine whether the nature of its promise is a performance obligation to provide the services itself (that is, the entity is a principal) or to arrange for those services to be provided by another party (that is, the entity is an agent). The following steps are applied to achieve that core principle:
Step 1: Identify the specified services to be provided to the customer.
Step 2: Assess whether it controls each specified service before that service is transferred to the customer.
Under the agreement the Company has in place with its customer, the Company does not have primary responsibility for providing the blockchain system but procuring them from a vendor. The system is primarily controlled by the vendor, who sets the transaction price or income to be shared with the Company in separate documents. The Company has no control over the system and cannot determine the transaction price set by the vendor. Furthermore, it has been stated in the agreement that the system is run by the vendor, and the Company would be indemnified by the vendor for any issues, damages, and claims related to the services. The responsibility of the Company is simply to procure the blockchain system from the vendor for its customer’s use. The Company concludes it has no primary responsibility in the function but acts as an agent between its customer and the vendor. The Company recognizes revenue at the net amount after deducting the amount it is required to pay to the vendor.
Investment brokerage fees
The Company enters into a distinct investment brokerage agreement with its customers by assisting them in acquiring a stake in specific investments in return for a one-time fixed investment brokerage fee.
The Company is obligated to assist the customers to acquire a stake in specific investments. The investment brokerage services the Company promises to provide to its customers are considered distinct and therefore constitute a single performance obligation.
Under the investment brokerage services, the customers do not simultaneously receive and consume the benefits provided by the Company, as the services rendered by the Company will only be consumed by the customers upon the successful registration of their stake in the investments.
The Company also does not create or enhance an asset that the customers control. No asset is created for the customers prior to the successful registration of their stake in the investments. The customers become entitled to the stake in the investments only upon the successful registration.
The Company does not have an enforceable right to payment for performance completed to date. Pursuant to the contracts with customers, the Company is only entitled to the revenue upon the successful registration of the stake in the investments, without any payment for performance completed to date.
Because the revenue generated from investment brokerage services does not meet any of the criteria set out in ASC 606-10-25-27, the revenue from providing investment brokerage services does not qualify to be recognized over time but rather at a point in time.
Revenue from providing investment brokerage services is recognized at a point in time when the transaction is complete and the Company’s performance obligation is fulfilled, as evidenced by the successful registration of the customers’ stake in the specific investments.
Agreements of investment brokerage services generally require payment within 30 days to 6 months following the completion of services. Most customers adhere to the payment terms, and the majority of them pay on or before the due date.
| F-13 |
Zenta Group Company Limited
Notes to Unaudited Condensed Consolidated Financial Statements
For the Six Months Ended March 31, 2026, 2025 and 2024
3. Summary of Significant Accounting Policies (Continued)
Revenue recognition (Continued)
Project research fees
The Company enters into a distinct project research agreement with its customers for providing them with project research reports in relation to specific projects in industrial parks in China in return for a one-time fixed project research fee.
The Company is obligated to deliver its customers project research reports in relation to specific projects in industrial parks in China. The project research services the Company promises to provide to its customers are considered distinct and are therefore considered to be a single performance obligation.
Under the project research services, the customers do not simultaneously receive and consume the benefits provided by the Company, as the services rendered by the Company are only consumed by the customers upon receipt of the completed project research reports. The Company does not render other advisory services to the customers during the research process, and the customers do not benefit from the research undertaken by the Company prior to the delivery of the project research reports. The project research reports are prepared specifically for the projects, but are not customized for the customers. Instead of being exclusive to the customers, the Company retains the right to share the project research reports with other stakeholders.
The Company does not create or enhance an asset that the customer controls. Pursuant to the agreements with its customers, the customers have no right to obtain the incomplete reports during the research process. The customers may not obtain physical possession of or title to the project research reports until the reports are finalized. Thus, the customers do not control the report in progress. Therefore, the customers do not control the assets created or enhanced by the Company during the report research process.
The Company does not have an enforceable right to payment for performance completed to date. Pursuant to the contracts with customers, the Company is only entitled to revenue upon the delivery of the project research reports, without payment for performance completed to date.
Because the revenue from project research reports does not meet any of the criteria set out in ASC 606-10-25-27, the revenue from providing project research services does not qualify to be recognized over time, but rather at a point in time.
Revenue from providing project research services is recognized at a point in time when the transaction is complete and the Company’s performance obligation is fulfilled, as evidenced by the delivery of the complete project research reports.
Agreements of project research services generally require payment within 30 to 90 days following the completion of services. Most customers adhere to the payment terms, and the majority of them pay on or before the due date.
| F-14 |
Zenta Group Company Limited
Notes to Unaudited Condensed Consolidated Financial Statements
For the Six Months Ended March 31, 2026, 2025 and 2024
3. Summary of Significant Accounting Policies (Continued)
Revenue recognition (continued)
Sources of revenue
Schedule of Disaggregated Information of Revenue
(a) Disaggregated information of revenue by major sources are as follows:
| Third parties | Total | |||||||
For the Six Months Ended March 31, 2026 | ||||||||
| Third parties | Total | |||||||
| Revenue from contracts with customers recognized over time | ||||||||
| Fintech service fees – algorithm and big data | $ | $ | ||||||
| Revenue from other sources | ||||||||
| Interest income and others (note) | ||||||||
| Revenues | $ | $ | ||||||
| Third parties | Related party | Total | ||||||||||
For the Six Months Ended March 31, 2025 | ||||||||||||
| Third parties | Related party | Total | ||||||||||
| Revenue from contracts with customers recognized at a point in time | ||||||||||||
| Fintech service fees – blockchain | $ | $ | - | $ | ||||||||
| Project research fees | - | |||||||||||
| Revenue from contracts with customers recognized over time | ||||||||||||
| Administrative services fees | - | |||||||||||
| Fintech service fees – algorithm and big data | - | |||||||||||
| Revenue from other sources | ||||||||||||
| Interest income and others (note) | - | |||||||||||
| Revenues | $ | $ | $ | |||||||||
| Third parties | Related party | Total | ||||||||||
For the Six Months Ended March 31, 2024 | ||||||||||||
| Third parties | Related parties | Total | ||||||||||
| Revenue from contracts with customers recognized at a point in time | ||||||||||||
| Fintech service fees – blockchain | $ | $ | - | $ | ||||||||
| Investment brokerage fees | - | |||||||||||
| Revenue from contracts with customers recognized over time | ||||||||||||
| Administrative services fees | - | |||||||||||
| Fintech service fees – algorithm and big data | - | |||||||||||
| Revenue from other sources | ||||||||||||
| Interest income and others (note) | - | |||||||||||
| Revenues | $ | $ | $ | |||||||||
Note:
Interest income and others primarily consist of interests earned on bank deposits and sundry income, which are not within the scope of ASC 606.
Interest income is recognized using the effective interest method.
Interest income and others recognized for the six months ended March 31, 2026, 2025 and 2024 are broken down as below.
Schedule of Interest Income and Others
| 2026 | 2025 | 2024 | ||||||||||
For the Six Months Ended March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Interests on bank deposits | $ | $ | $ | |||||||||
| Sundry income | - | - | ||||||||||
| Interest income and others | $ | $ | $ | |||||||||
(b) Disaggregated information of revenue by geographical area is as follows:
Schedule of Revenue by Geographical Area
| Third parties | Total | |||||||
For the Six Months Ended March 31, 2026 | ||||||||
| Third parties | Total | |||||||
| Macau | $ | $ | ||||||
| Hong Kong | ||||||||
| The mainland of the People’s Republic of China (the “PRC”) | ||||||||
| Revenues | $ | $ | ||||||
| Third parties | Related party | Total | ||||||||||
For the Six Months Ended March 31, 2025 | ||||||||||||
| Third parties | Related party | Total | ||||||||||
| Macau | $ | $ | $ | |||||||||
| The mainland of the People’s Republic of China (the “PRC”) | - | |||||||||||
| Revenues | $ | $ | $ | |||||||||
| Third parties | Related party | Total | ||||||||||
For the Six Months Ended March 31, 2024 | ||||||||||||
| Third parties | Related party | Total | ||||||||||
| Macau | $ | $ | $ | |||||||||
| The mainland of the People’s Republic of China (the “PRC”) | - | |||||||||||
| Revenues | $ | $ | $ | |||||||||
| F-15 |
Zenta Group Company Limited
Notes to Unaudited Condensed Consolidated Financial Statements
For the Six Months Ended March 31, 2026, 2025 and 2024
3. Summary of Significant Accounting Policies (Continued)
Costs of obtaining a customer contract
Pursuant
to ASC 340-40, incremental costs incurred to obtain a customer contract—such as certain commission expenses—are capitalized
if they would not have incurred if the contract had not been obtained and if the Company expects to recover those costs. No other amounts
are capitalized as a cost of obtaining because no expenditures have been identified that meet the requisite capitalization criteria.
The Company amortizes deferred commissions on a systematic basis that aligns with the transfer to customers of the services to which
the commissions relate. In addition, the Company has adopted the practical expedient whereby costs associated with obtaining a revenue
contract can be expensed as incurred so long as the amortization period of the asset that the entity otherwise would have recognized
is one year or less. For the six months ended March 31, 2026, 2025 and 2024, all commission expense of $
Employee benefit plan
Employees
of the Company located in Macau participate in a compulsory retirement benefit scheme as required by the local laws in Macau. Contributions
are required by both the Company and its employees at MOP
Income taxes
The Company accounts for income taxes under ASC 740, Income Taxes. The provision for income taxes consists of current taxes and deferred taxes.
Current tax included Macau income tax and the PRC withholding tax.
The Macau income tax is recognized based on the results for the year, as adjusted for items that are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
The PRC withholding tax is a deduction from payments made by PRC customer to the Company. The withholding tax rates can vary depending on the type of income and the tax status of the recipient. Based on the tax rules currently in effect in the PRC, the withholding tax rate is 10% for income received by the Company from its PRC customer. The withholding tax is treated as an income tax since it is assessed based on the income and is paid on behalf of the Company by its PRC customer. Furthermore, under the “Arrangement between the Mainland of China and the Macau Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income,” the 10% withholding tax paid in the PRC can be credited against our Macau complementary tax liability on the same income.
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely to be realized upon examination. Penalties and interest incurred related to the underpayment of income tax are classified as income tax expense in the period incurred. The Company considers that there were no uncertain tax positions as of March 31, 2026 and September 30, 2025, respectively. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.
Value Added Tax (“VAT”)
The Company is subject to VAT at the rate of 6% and related surcharges in the PRC for services rendered to its PRC customer. The Company reports revenues net of VAT for all the periods presented in the unaudited condensed consolidated statements of operations and comprehensive (loss) income.
Segment reporting
In November 2023, the FASB issued Accounting Standards Update, or ASU 2023-07 – Improvements to Reportable Segment Disclosures, which enhances the disclosures required for reportable segments in annual and interim consolidated financial statements, including additional, more detailed information about a reportable segment’s expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 for the year ended September 30, 2025, retrospectively to all periods presented in the consolidated financial statement. The adoption of this ASU had no material impact on reportable segments identified and had no effect on the Company’s consolidated financial position, results of operations, or cash flows.
Based on the criteria established by ASC 280, Segment Reporting, the Company uses the management approach in determining its operating segments. The Company’s chief operating decision maker (“CODM”) reviews consolidated results when making decisions, allocating resources and assessing performance of the Company. Although the CODM reviews revenue disaggregated by the type of services the Company provides, there is no allocation of direct and indirect costs. As such, this disaggregation does not constitute a separate measure of segment profit or loss. The Company carries out all its business activities and operations in Macau. All transactions are concluded and completed in Macau with similar terms and conditions.
The Company’s CODM assesses performance for the segment and decides how to allocate resources by regularly reviewing the segment net income that also is reported as consolidated net income on the consolidated statements of operations and comprehensive (loss) income, after taking into account the Company’s strategic priorities, its cash balance, and its expected use of cash. Further, the CODM does not review disaggregated expense information when assessing performance or making operational decisions. Instead, the CODM evaluates expenses on a consolidated basis only. Other segment items included provision for income taxes, which are reflected in the segment and consolidated net income. The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.
| F-16 |
Zenta Group Company Limited
Notes to Unaudited Condensed Consolidated Financial Statements
For the Six Months Ended March 31, 2026, 2025 and 2024
3. Summary of Significant Accounting Policies (Continued)
Earnings per share
The
Company computes earnings per share (“EPS”) according with ASC 260, Earnings per Share (“ASC 260”). ASC 260 requires
companies to present basic and diluted EPS. Basic EPS is computed by dividing net earnings attributable to ordinary shareholders by the
weighted-average number of ordinary shares outstanding during the period. Diluted EPS further takes into account of the potential dilution
that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. For the
six months ended March 31, 2026, 2025 and 2024, the Company had
Translation of foreign currencies
The Company’s principal place of operations is Macau. The financial position and results of its operations are determined using the Macanese Pataca (“MOP”), the local currency, as the functional currency. The Company’s unaudited condensed consolidated financial statements are presented in U.S. Dollars (“US$” or “$”). The results of operations and the unaudited condensed consolidated statements of cash flows, denominated in the functional currency, are translated to US$ at the average rate of exchange during the reporting period. Assets and liabilities denominated in the functional currency at the balance sheet date are translated to US$ at the applicable rates of exchange in effect at that date. The equity, denominated in the functional currency, is translated to US$ at the historical rate of exchange at the time of the transaction. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the unaudited condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the unaudited condensed consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income or loss in the unaudited condensed consolidated statements of changes in shareholders’ equity. Gains and losses from foreign currency transactions are included in the Company’s unaudited condensed consolidated statements of operations and comprehensive (loss) income.
The following table outlines the exchange rates between MOP and US$ that are used in preparing these unaudited condensed consolidated financial statements:
Schedule of Currency Exchange Rates
As of March 31, 2026 | As of September 30, 2025 | |||||||
| Year-end spot rate | ||||||||
For the Six Months Ended March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Average rate | ||||||||||||
Fair value of financial instruments
The fair value of a financial instrument is defined as the exchange price that would be received from an asset or paid to transfer a liability (as exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
Level 1 – Quoted prices in active markets for identical assets and liabilities.
Level 2 – Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
As of March 31, 2026 and September 30, 2025, financial instruments of the Company comprised primarily cash, receivables from customers, deposits and other assets, amounts due to related parties, accounts payable and accrued expenses and other liabilities. The Company concludes that the carrying amounts of these financial instruments approximate their fair values because of the short-term nature of these instruments.
| F-17 |
Zenta Group Company Limited
Notes to Unaudited Condensed Consolidated Financial Statements
For the Six Months Ended March 31, 2026, 2025 and 2024
3. Summary of Significant Accounting Policies (Continued)
Related parties
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence of the same party, such as a family member or relative, shareholder, or a related corporation.
Commitments and contingencies
In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, is disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee is disclosed.
Recently issued accounting pronouncements
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company, or EGC, and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation Disclosures (“ASU 2024-03”). This update requires, among other things, more detailed disclosure about types of expenses in commonly presented expense captions such as cost of sales and selling, general, and administrative expenses, and is intended to improve the disclosures about an entity’s expenses including purchases of inventory, employee compensation, depreciation and amortization. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact of the on its unaudited condensed consolidated financial statements and related disclosures.
In January 2025, the FASB issued ASU 2025-01 Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU 2024-03 on November 4, 2024. ASU 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Following the issuance of ASU 2024-03, the FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities). Because of how the effective date guidance was written, a non-calendar year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather than in an annual reporting period. The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of the on its unaudited condensed consolidated financial statements and related disclosures.
In July 2025, FASB issued ASU No. 2025-05, Financial Instruments- Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). This provides all entities with a practical expedient in developing reasonable and supportable forecasts as part of estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. ASU No. 2025-05 is effective on a prospective basis or annual periods beginning after December 15, 2025, though early adoption and retroactive application is permitted. The Company is currently evaluating the impact of the on its unaudited condensed consolidated financial statements and related disclosures.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated balance sheets, statements of operations and comprehensive (loss) income and statements of cash flows.
| F-18 |
Zenta Group Company Limited
Notes to Unaudited Condensed Consolidated Financial Statements
For the Six Months Ended March 31, 2026, 2025 and 2024
4. Significant Risks
Currency risk
The
Company’s functional currency is MOP and these unaudited condensed consolidated financial statements are presented in US$. The
Company’s operating activities and assets and liabilities are predominantly denominated in the functional currency. Foreign exchange
risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations.
At the same time, the Company generate revenue primarily from customers in the PRC denominated in Chinese Yuan (“CNY”), while the Company’s functional currency is MOP, any fluctuation in exchange rates against MOP may result in change in reported revenue.
For
the six months ended March 31, 2026, the Company had US$
Concentration and credit risks
Financial instruments that potentially subject the Company to credit risk consist of cash, receivables from customers, and deposits and other assets. The maximum exposure of such assets to credit risk is their carrying amounts as of the balance sheet dates.
The
Company deposits its cash with reputable banks located in Macau. As of March 31, 2026 and September 30, 2025, $
Assets
that potentially subject the Company to a significant concentration of credit risk primarily consist of receivables from customers, and
deposits and other assets. The Company performs regular and ongoing credit assessments of the counterparties’ financial conditions
and credit histories. The Company also assesses historical collection trends and the aging of the receivables. The Company considers
that it has adequate controls over these receivables to minimize the related credit risk. As of March 31, 2026 and September 30, 2025,
the balance of allowance for expected credit losses were $
For the six months ended March 31, 2026, 2025 and 2024, all the Company’s assets were located in Macau. At the same time, the Company considers that it is exposed to the following concentration risk:
(a) Major customers
For the six months ended March 31, 2026, 2025 and 2024, customers who accounted for 10% or more of the Company’s revenues and their respective outstanding balances at period end dates, are presented as follows:
Schedule of Concentration Risk of Customers
For the Six Months Ended March 31, 2026 | As of March 31, 2026 | |||||||||||||||
| Customer | Revenue | Percentage of revenue | Receivables from customers, gross | Percentage of receivables from customers, gross | ||||||||||||
| Customer A | $ | % | $ | % | ||||||||||||
| Customer B | % | % | ||||||||||||||
| Total: | $ | % | $ | % | ||||||||||||
For the Six Months Ended March 31, 2025 | As of March 31, 2025 | |||||||||||||||
| Customer | Revenue | Percentage of revenue | Receivables from customers, gross | Percentage of receivables from customers, gross | ||||||||||||
| Customer A | $ | % | $ | % | ||||||||||||
| Customer C | % | - | - | |||||||||||||
| Customer D | % | % | ||||||||||||||
| Total: | $ | % | $ | % | ||||||||||||
For the Six Months Ended March 31, 2024 | As of March 31, 2024 | |||||||||||||||
| Customer | Revenue | Percentage of revenue | Receivables from customers, gross | Percentage of receivables from customers, gross | ||||||||||||
| Customer C | $ | % | $ | % | ||||||||||||
| Customer E | % | % | ||||||||||||||
| Customer F | % | - | - | |||||||||||||
| Total: | $ | % | $ | % | ||||||||||||
All the concentration percentages of accounts receivables are calculated before allowance for expected credit losses. As of the date these unaudited condensed consolidated financial statements were issued, all of the receivables from these two customers had been collected.
Interest rate risk
Fluctuations in market interest rates may negatively affect the Company’s financial condition and results of operations. The Company is exposed to floating interest rate risk on bank deposits, particularly during periods when the interest rate is expected to significant changes. Nevertheless, given the amounts of bank deposits in question, the Company considers its interest rate risk to be not material, and the Company has not used any derivatives to manage or hedge its interest rate risk exposure.
| F-19 |
Zenta Group Company Limited
Notes to Unaudited Condensed Consolidated Financial Statements
For the Six Months Ended March 31, 2026, 2025 and 2024
5. Asset Acquisitions
On
February 15, 2023, ZGCL Macau acquired
On
May 15, 2023, ZGCL Macau acquired
On
July 25, 2023 ZGCL Macau acquired
At the time of the acquisitions, LICCL, LMSL and LFTL were dormant companies not engaged in any business activities. LICCL, LMSL and LFTL had no assets on their books as of the acquisition dates. Neither LICCL, LMSL nor LFTL had an organized workforce, nor any inputs that such a workforce could develop or convert into outputs. Furthermore, neither LICCL, LMSL nor LFTL had any outputs and did not carry out any revenue-generating activities at the time of the acquisitions. Therefore, they did not meet the definition of a business under ASC 805. These acquisitions were accounted for as asset acquisitions under ASC 805. No goodwill was recognized.
6. Receivables from Customers, Net
As of March 31, 2026 and September 30, 2025, receivables from customers, net, consisted of the following balances:
Schedule of Receivables from Customers
March 31, 2026 | September 30, 2025 | |||||||
| As of | ||||||||
March 31, 2026 | September 30, 2025 | |||||||
| Receivables from customers, gross | $ | $ | ||||||
| Less: Allowance for expected credit loss | ( | ) | ( | ) | ||||
| Receivables from customers, net | $ | $ | ||||||
The movement of allowance for expected credit loss is as follow:
Schedule of Movement of Allowance for Expected Credit Losses
March 31, 2026 | September 30, 2025 | |||||||
| As of | ||||||||
March 31, 2026 | September 30, 2025 | |||||||
| Balance at beginning of the period/ year | $ | $ | ||||||
| Reversal of expected credit loss | ( | ) | ( | ) | ||||
| Foreign exchange difference | ( | ) | ( | ) | ||||
| Balance at end of the period/ year | $ | $ | ||||||
| F-20 |
Zenta Group Company Limited
Notes to Unaudited Condensed Consolidated Financial Statements
For the Six Months Ended March 31, 2026, 2025 and 2024
7. ROU Assets and Operating Lease Liabilities
As of March 31, 2026 and September 30, 2025, the Company subsisted of the following non-cancellable lease contract.
Schedule of Operating Lease Liabilities
| Description of lease | Lease term | |
| Office at Macau Square, Macau | ||
| Office at Macau Square, Macau |
| (a) | Amounts recognized in the unaudited condensed consolidated balance sheet: |
March 31, 2026 |
September 30, 2025 | |||||||
| As of | ||||||||
March 31, 2026 |
September 30, 2025 | |||||||
| ROU assets | $ | $ | ||||||
| Operating lease liabilities | ||||||||
| Current | ||||||||
| Non-current | - | |||||||
| Operating Lease Liability | $ | $ | ||||||
| Weighted average remaining lease terms (in years) | ||||||||
| (b) | The following table summarizes the remaining contractual maturities of lease liabilities under operating lease as of March 31, 2026: |
Schedule of Remaining Contractual Maturities
| During the year ended March 31, 2027 | $ | |||
| Total future lease payments | $ | |||
| Less: imputed interest | ( | ) | ||
| Present value of lease obligations | $ |
The
discount rate used to determine the operating lease liabilities as of March 31, 2026 and September 30, 2025 was
| F-21 |
Zenta Group Company Limited
Notes to Unaudited Condensed Consolidated Financial Statements
For the Six Months Ended March 31, 2026, 2025 and 2024
8. Office Equipment, Net
As of March 31, 2026 and September 30, 2025, office equipment, net, consisted of the following:
Schedule of Property and Equipment
March 31, 2026 | September 30, 2025 | |||||||
| As of | ||||||||
March 31, 2026 | September 30, 2025 | |||||||
| Office equipment, gross | $ | $ | ||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Office equipment, net | $ | $ | ||||||
Depreciation
expense was $
9. Intangible Assets, Net
As of March 31, 2026 and September 30, 2025, intangible assets, net, consisted of the following:
Schedule of Intangible Assets, Net
March 31, 2026 | September 30, 2025 | |||||||
| As of | ||||||||
March 31, 2026 | September 30, 2025 | |||||||
| Intangible assets, gross | $ | $ | ||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net | $ | $ | ||||||
The
Company acquired a fintech solution from a third-party vendor in August 2024 for $
The
Company acquired a blockchain system from a third-party vendor in July 2025 for $
The
Company entered into a contract to upgrade the existing algorithmic and big data models. The total contract sum amounted to $
Amortization
expense was $
The estimated aggregate intangible asset amortization expense for the next three fiscal years is as follows:
Schedule of Estimated Aggregate Intangible Asset Amortization Expense
| For the years ending March 31, | Estimated
Amortization Expense | |||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| Total | $ | |||
| F-22 |
Zenta Group Company Limited
Notes to Unaudited Condensed Consolidated Financial Statements
For the Six Months Ended March 31, 2026, 2025 and 2024
10. Prepaid Expenses
As of March 31, 2026 and September 30, 2025, prepaid expenses, consisted of the following:
Schedule of Prepaid Expenses
March 31, 2026 | September 30, 2025 | |||||||
| As of | ||||||||
March 31, 2026 | September 30, 2025 | |||||||
| Prepaid expenses | $ | $ | ||||||
| Less: amounts classified as non-current assets | ( | ) | ( | ) | ||||
| Amounts classified as current assets | $ | $ | ||||||
Prepaid expenses mainly comprise prepaid marketing expenses, consultancy fees, and professional fees paid upfront under contracts with terms generally ranging from one to five years. These amounts are recognized as expenses on a straight-line basis over the relevant non-cancellable contract term or expected benefit period, so the balances are realized over the life of the underlying arrangements, with the portion expected to be expensed within the next twelve months classified as current and the remainder as non-current.
The estimated aggregate expense for the next five fiscal years is as follows:
Schedule of Estimated Aggregate Expense
| As of March 31, | Estimated Expense | |||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| Total | $ | |||
11. Deposits and Other Assets, Net
As of March 31, 2026 and September 30, 2025, deposits and other assets, net, consisted of the following:
Schedule of Deposits and Other Assets, Net
March 31, 2026 | September 30, 2025 | |||||||
| As of | ||||||||
March 31, 2026 | September 30, 2025 | |||||||
| Third parties | ||||||||
| Deposits, gross (1) | $ | $ | ||||||
| Less: Allowance for expected credit loss | ( | ) | ( | ) | ||||
| Deposits and other assets, net | ||||||||
| Less: amounts classified as non-current assets | ( | ) | ( | ) | ||||
| Deposits and other assets, current, net | $ | - | $ | |||||
| Related parties | ||||||||
| Deposits-a related party, net (2) | $ | $ | ||||||
| Deposits, gross | $ | $ | ||||||
| Less: Allowance for expected credit loss | ( | ) | ( | ) | ||||
| Deposits-a related party, net | $ | $ | ||||||
| Deposits, net | $ | $ | ||||||
| (1) |
| (2) |
The movement of allowance for expected credit loss is as follow:
Schedule of Allowance for Expected Credit Loss
March 31, 2026 | September 30, 2025 | |||||||
| As of | ||||||||
March 31, 2026 | September 30, 2025 | |||||||
| Balance at beginning of the period/ year | $ | $ | ||||||
| (Reversal of) provision of expected credit loss | ( | ) | ||||||
| Foreign exchange difference | ( | ) | ||||||
| Balance at end of the period/ year | $ | $ | ||||||
12. Accrued Expenses and Other Liabilities
As of March 31, 2026 and September 30, 2025, accrued expenses and other liabilities consisted of the following:
Schedule of Accrued Expenses and Other Liabilities
March 31, 2026 | September 30, 2025 | |||||||
| As of | ||||||||
March 31, 2026 | September 30, 2025 | |||||||
| Other indirect tax liabilities | $ | $ | ||||||
| Others | ||||||||
| Accrued expenses and other liabilities | $ | $ | ||||||
13. Shareholders’ Equity
Ordinary shares
ZGCL Cayman was incorporated in Cayman Islands on March 20, 2023. Prior to the completion of its initial offering, the Company completed certain share allotments and recapitalization transactions. Such transactions have been reflected retroactively in the consolidated financial statements, where applicable.
On
September 9, 2025, the Company completed its initial public offering on The Nasdaq Capital Market, issuing
On
September 9, 2025, upon the completion of IPO of the Company, IPO costs capitalized as of September 30, 2024 amounted to $
On
October 8, 2025, the underwriter exercised the over-allotment option in full and purchased an additional
On
December 19, 2025, the shareholders of the Company approved, by ordinary resolution, an increase and reclassification of the Company’s
authorized share capital. The Company’s authorized share capital was increased from US$
Holders of Class A ordinary shares and Class B ordinary shares have the same rights, except for voting and conversion rights. Each Class A ordinary share entitles the holder to one vote on all matters subject to vote at the Company’s general meetings. Each Class B ordinary share entitles the holder to fifty votes on all matters subject to vote at the Company’s general meetings. Each Class B ordinary share is convertible into one Class A ordinary share at the option of the holder at any time and without the payment of any additional sum. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
As
of March 31, 2026, a total of
| F-23 |
Zenta Group Company Limited
Notes to Unaudited Condensed Consolidated Financial Statements
For the Six Months Ended March 31, 2026, 2025 and 2024
14. Income Taxes
Cayman Islands
Under the current and applicable laws of the Cayman Islands, the Company is not subject to tax on income or capital gains under this jurisdiction.
Macau
ZGCL Macau, LICCL, LMSL, and LFTL are incorporated in Macau and are subject to complementary tax (the equivalent of what is known as “income tax” in other jurisdictions) on the taxable income as reported in their statutory financial statements, adjusted in accordance with relevant Macau complementary tax regulations.
Under Macau Complementary Tax Regulations, taxpayers are classified into one of two groups as follows:
Group A taxpayers refer to the following enterprises:
1. All companies with full set of accounting records which are signed and verified by certified public accountants or accountants;
2.
Public companies, partnerships limited by shares, business entities whose capital is not less than MOP
3. Any companies being the ultimate parent entity;
4. Those who choose to be a group A taxpayer.
ZGCL Macau and LFTL fall into group A taxpayers, effective from January 1, 2024.
Group B taxpayers refer to enterprises which do not fall into group A taxpayers.
LICCL and LMSL fall into group B taxpayers whilst ZGCL Macau and LFTL were group B taxpayers prior to January 1, 2024.
The difference between group A and B taxpayers are as follows:
| 1. | Under Macau Complementary Tax Regulations, group A taxpayers are permitted to carry forward losses from any financial year to offset taxable income in subsequent years, up to a maximum of three years, based on the taxpayer’s choice. However, this provision does not apply to group B taxpayers, who are not allowed to carry forward losses to offset taxable income in future years. |
| 2. | The assessable profits of group A taxpayers are determined based on actual accounting income, after making the necessary tax adjustments. In contrast, the assessable profits of group B taxpayers are assessed on a deemed basis if the reported income falls below the internal parameters set by the Macau Finance Bureau for taxpayers in similar industries. |
For
the six months ended March 31, 2026, 2025 and 2024, Macau complementary tax was calculated at a statutory rate of
PRC
The current and deferred portions of the income tax expenses included in the unaudited condensed consolidated statements of operations and comprehensive (loss) income as determined in accordance with ASC 740 are as follows:
Schedule of Components of Income Tax Expenses
| 2026 | 2025 | 2024 | ||||||||||
For the Six Months Ended March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Current taxes | ||||||||||||
| Macau–over-provision in prior year | $ | - | $ | ( | ) | $ | ( | ) | ||||
| PRC | ||||||||||||
| Deferred taxes | ( | ) | ||||||||||
| Income tax expenses | $ | $ | $ | |||||||||
| F-24 |
Zenta Group Company Limited
Notes to Unaudited Condensed Consolidated Financial Statements
For the Six Months Ended March 31, 2026, 2025 and 2024
14. Income Taxes (Continued)
A reconciliation of the difference between the expected income tax expense computed at Macau statutory tax rate of 12% and the Company’s reported income tax expense is shown in the following table:
Schedule of Reconciliation of Statutory Income Tax Rate
| 2026 | 2025 | 2024 | ||||||||||
For the Six Months Ended March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| (Loss) income before income taxes | $ | ( | ) | $ | $ | ( | ) | |||||
| Applicable income tax rate | % | % | % | |||||||||
| Income tax expense at applicable income tax rate | $ | ( | ) | $ | $ | ( | ) | |||||
| Non-taxable income | ( | ) | - | - | ||||||||
| Tax losses not expected to be utilized (1) | ( | ) | ||||||||||
| Tax effect of overseas withholding tax (2) | ||||||||||||
| Over-provision in prior years (3) | - | ( | ) | ( | ) | |||||||
| Change in valuation allowance | - | |||||||||||
| Tax effect of tax allowance | - | ( | ) | ( | ) | |||||||
| Income tax expense | $ | $ | $ | |||||||||
| (1) |
| (2) | |
| (3) |
The following table reconciles the statutory tax rate to the Company’s effective tax rate for the six months ended March 31, 2026, 2025 and 2024:
Schedule of Reconciliation of Effective Tax Rate
| 2026 | 2025 | 2024 | ||||||||||
For the Six Months Ended March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Applicable income tax rate | % | % | % | |||||||||
| Non-taxable income | - | - | - | |||||||||
| Tax losses not expected to be utilized | ( | )% | ( | )% | ( | )% | ||||||
| Tax effect on overseas withholding tax | ( | )% | % | ( | )% | |||||||
| Tax effect on over-provision in prior years | - | % | ( | )% | % | |||||||
| Tax effect on change in valuation allowance | ( | )% | % | - | % | |||||||
| Tax effect on tax allowance | - | % | ( | )% | % | |||||||
| Effective tax rate | ( | )% | % | ( | )% | |||||||
None of the Company’s entities are currently under examination by an income tax authority, including those in the Cayman Islands or Macau, nor have they been notified that an examination is contemplated. Under Macau complementary tax regulations, there is no time bar on statutory examinations to be carried out by the Macau tax authority, and all income tax returns of the Company’s entities in Macau remain open for the examination.
Deferred tax
The Company measures deferred tax assets and liabilities based on the difference between the financial statement and tax bases of assets and liabilities at the applicable tax rates. Components of the Company’s deferred tax assets and liabilities are as follows:
Schedule of Deferred Tax Assets
March 31, 2026 | September 30, 2025 | |||||||
| As of | ||||||||
March 31, 2026 | September 30, 2025 | |||||||
| Deferred tax assets: | $ | $ | ||||||
| Operating lease liabilities | ||||||||
| Depreciation and amortization | ||||||||
| Net operating loss carryforward | ||||||||
| Less: valuation allowances | ( | ) | ( | ) | ||||
| Total deferred tax assets | ||||||||
| Deferred tax liabilities: | ||||||||
| ROU assets | ( | ) | ( | ) | ||||
| Total deferred tax liabilities | ( | ) | ( | ) | ||||
| Deferred tax assets, net | $ | $ | ||||||
Valuation
allowance is provided against deferred tax assets when the Company determines that it is more-likely-than-not that the deferred tax assets
will not be utilized in the future. The Company considers positive and negative evidence to determine whether some portion or all of
the deferred tax assets will more-likely-than-not be realized. This assessment considers, among other matters, the nature, frequency
and severity of recent losses and forecasts of future profitability. These assumptions require significant judgment and the forecasts
of future taxable income are consistent with the plans and estimates the Company is using to manage the underlying businesses. The statutory
tax rates of
As
of March 31, 2026 and September 30, 2025, the Company had net operating loss carryforwards of $
Due
to the successive years of tax losses recognized by the Macau subsidiary, the Company is uncertain when these net operating losses can
be utilized. As a result, the Company provided a
Movement of the Company’s valuation allowance against deferred tax assets is as follows:
Schedule of Movement of Valuation Allowance
March 31, 2026 | September 30, 2025 | |||||||
| As of | ||||||||
March 31, 2026 | September 30, 2025 | |||||||
| Balance at beginning of the period/ year | $ | $ | ||||||
| Increase recognized in the income statement | ||||||||
| Foreign exchange difference | ( | ) | ||||||
| Balance at end of the period/ year | $ | $ | ||||||
| F-25 |
Zenta Group Company Limited
Notes to Unaudited Condensed Consolidated Financial Statements
For the Six Months Ended March 31, 2026, 2025 and 2024
15. Related Party Transaction and Balance
a. Nature of relationships with related parties
| Name | Relationship with the Company | |
| Ng Wai Ian | A controlling party of the Company | |
| Sou Weng Seng | A controlling party of the Company | |
| Chan Kong Pan | The Chief Strategy Officer of the Company | |
| Ieong Fong Hang | The Chief Financial Officer of the Company | |
| Ione Group Company Limited | A shareholder of the Company | |
| Zhuhai Guanghong Daoyuan Technology Partnership (Limited Partnership) | Under significant influence of Ng Wai Ian, a controlling party of the Company | |
| ZentoAI Company Limited | Controlled by Ng Wai Ian, a controlling party of the Company |
b. Transactions with related parties
Schedule of Related Party Transactions
For the Six Months Ended March 31, | ||||||||||||||||
| Name | Nature | 2026 | 2025 | 2024 | ||||||||||||
| Ione Group Company Limited | (1) | Administrative services fees | $ | - | $ | $ | ||||||||||
| Zhuhai Guanghong Daoyuan Technology Partnership (Limited Partnership) | (2) | Interest expenses | $ | $ | - | $ | - | |||||||||
| Ng Wai Ian | (3) | Compensation and benefits | $ | $ | $ | |||||||||||
| Sou Weng Seng | (3) | Compensation and benefits | ||||||||||||||
| Chan Kong Pan | (3) | Compensation and benefits | ||||||||||||||
| Ieong Fong Hang | (3) | Compensation and benefits | ||||||||||||||
| $ | $ | $ | ||||||||||||||
| (1) | |
| (2) | |
| (3) |
c. Balance with related parties, gross
| As of | ||||||||||||
| Name | Nature | March 31, 2026 | September 30, 2025 | |||||||||
| Zhuhai Guanghong Daoyuan Technology Partnership (Limited Partnership) | (1) | Amounts due to related parties | $ | $ | ||||||||
| Ieong Fong Hang | (2) | Amounts due to related parties | - | |||||||||
| $ | $ | |||||||||||
| ZentoAI Company Limited | (3) | Deposits | $ | $ | ||||||||
| (1) | |
| (2) | |
| (3) |
| F-26 |
Zenta Group Company Limited
Notes to Unaudited Condensed Consolidated Financial Statements
For the Six Months Ended March 31, 2026, 2025 and 2024
16. Commitments and Contingencies
Commitments
As of March 31, 2026 and September 30, 2025, the Company had neither significant financial nor capital commitment, other than lease commitments as disclosed in Note 7.
Contingencies
As of March 31, 2026 and September 30, 2025, the Company was not a party to any material legal or administrative proceedings. From time to time, the Company is involved in various other legal and regulatory proceedings arising in the normal course of business. While the Company cannot predict the occurrence or outcome of these proceedings with certainty, it does not believe that an adverse result in any pending legal or regulatory proceeding, individually or in the aggregate, would be material to the Company’s unaudited condensed consolidated financial performance or cash flows; however, an unfavorable outcome could have a material adverse effect on the Company’s results of operations.
17. Segment information
The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance.
Although the CODM reviews results analyzed by the type of services the Company provides, this analysis is only presented at the revenue level with no allocation of direct and indirect costs. The Company carries out all its business activities and operations in Macau. All transactions are concluded and completed in Macau with similar terms and conditions. Internally, the Company reports costs and expenses at a consolidated level for management decision-making and assessment. Based on management’s assessment, the Company determines that it has only one operating segment and therefore one reportable segment as defined by ASC 280. Furthermore, since all the Company’s revenue is derived in the Macau and PRC with all operations being carried out in Macau, no geographical segment is presented. The Company concludes that it has only one reportable segment.
The CODM of the Company primarily utilizes the net income to monitor budget-to-actual performance and to assess the adequacy of capital resources for marketing and development. The following table presents the significant revenue and expense categories in the Company’s single operating segment:
Schedule of Segment Information
| 2026 | 2025 | 2024 | ||||||||||
For the Six Months Ended March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Expenses | ( | ) | ( | ) | ( | ) | ||||||
| Income tax expenses | ( | ) | ( | ) | ( | ) | ||||||
| Net (loss) income of single operating segment | $ | ( | ) | $ | $ | ( | ) | |||||
18. Subsequent Events
The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the dates of the balance sheets, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company has analyzed its operations subsequent to March 31, 2026 to the date of August 14, 2026, these unaudited condensed consolidated financial statements were issued, and has determined that it does not have any material events to disclose.
| F-27 |