the questionWhat do Zota’s deeds and accounts establish?
1Formation and renewed mandates
analysisZota Tech (EU) S.A., Luxembourg B287974, was incorporated by deed on 8 July 2024, published on 23 July. Hawarian was its sole founding subscriber, taking all 1,000 shares for EUR30,000 in cash. The initial directors were Hawarian, Ulrik Møller and Nicholas Simon Montague. The formation deed proves the initial subscription. The later accounts refer to an unnamed sole shareholder; they are not by themselves proof that the founder still held all shares at each later date. 1
analysisThe Zota notice published on 30 July 2026 records renewal of all three directors from 11 June 2026 until the 2027 annual meeting. It records Ernst & Young, Luxembourg B47771, as approved auditor from 1 January 2026 until that meeting. The end of the mandate is expressed as an annual-meeting event, not an invented exact calendar date. The identified auditor is the Luxembourg legal entity. 2
2Accounts and later support
analysisZota’s 2025 annual accounts report assets of EUR263,090.53, including cash of EUR184,404.77, equity of EUR179,342.89 and a loss of EUR632,549.33. The comparative 2024 loss was EUR117,107.78. The share-premium account increased by EUR799,000 during 2025, reaching EUR899,000. These are Zota’s individual accounts, not consolidated accounts for the whole network or for Vonban. Capital contributions and revenue are different measures; a loss alone does not establish insolvency. 3
analysisThe 2025 accounts base the going-concern assumption on continuing financial support from Zota’s sole shareholder. They report four further contributions in February, March, May and June 2026, totalling EUR1.65 million. The retained auditor’s report gives an unqualified true-and-fair opinion on the 2025 accounts and notes that the 2024 accounts were not audited. The subsequent contributions and support assessment qualify the loss figures. They are not a guarantee of future funding or a financial assurance about other entities. The accounts do not name the sole shareholder in these support notes. 3
3The limits of statutory powers
analysisZota’s stated purpose allows holdings, loans, guarantees and services to group companies, and permits an application for a payment-institution licence. These provisions explain what the company was established to do. An ability to apply for authorisation is not a granted payment licence. The retained purpose does not identify an actual licensed activity, executed guarantee or borrower. 3
Sources (3)
- Luxembourg public registry document service — retained company or registry record Luxembourg public registry document service
- Luxembourg public registry document service — retained company or registry record Luxembourg public registry document service
- Company statement source · s-d302 identified by category only · Company statement