Business Context and Reporting Period
Company: The GrowHub Limited (TGHL)
Filing Type: Form 20-F (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025
Jurisdiction: Cayman Islands (Headquartered in Singapore)
Listing: Nasdaq Capital Market (Symbol: TGHL)
The GrowHub Limited is an investment holding company operating at the intersection of technology, supply chain management, and environmental sustainability. Its business comprises two main divisions: (1) Traceability and Authenticity Solutions (GrowHub Platform), a Web3-enabled SaaS platform for product tracking and anti-counterfeiting; and (2) Carbon Project Development, focusing on nature-based solutions and government partnerships under Article 6 of the Paris Agreement. The company completed its IPO in August 2025, raising approximately $15 million in gross proceeds.
Key Financial Metrics (Year Ended Dec 31, 2025)
| Metric | 2025 (SGD) | 2025 (USD) | 2024 (SGD) |
|---|---|---|---|
| Total Revenue | 83,032 | 64,574 | 237,014 |
| Net Loss | (17,200,587) | (13,376,898) | (2,363,815) |
| Loss from Operations | (16,923,734) | (13,161,589) | (2,310,125) |
| Cash and Cash Equivalents (End of Period) | 1,163,928 | 905,187 | 546,288 |
| Net Cash Used in Operating Activities | (14,040,955) | (10,919,652) | (3,288,867) |
| Working Capital Loan (Related Party) | 3,151,736 | 2,451,105 | 5,475,536 |
| Accumulated Deficit | (23,946,201) | (18,622,962) | (6,745,614) |
Note: USD figures are translated at the rate of US$0.7777 = S$1 as of December 31, 2025.
Material Changes vs. Prior Period
- Revenue Decline: Total revenue decreased by 64.97% (S$153,982) compared to 2024. This was primarily driven by an 85.42% drop in professional service revenue (from S$175,510 to S$25,598) due to a shortage of IT consultancy projects. Subscription revenue increased slightly by 8.49%.
- Expense Surge: Professional fees increased by 1,977.34% (S$12.29 million) due to business development, marketing, and technology consultancy services post-IPO. Employee benefits expenses rose 74.52% due to headcount expansion.
- Asset Write-offs: The company recorded a significant write-off of intangible assets totaling S$1.99 million due to technology obsolescence in a rapidly developing market.
- Debt Repayment: The company utilized IPO proceeds to repay a portion of its related-party working capital loan, reducing the outstanding balance from S$5.48 million in 2024 to S$3.15 million in 2025.
- Going Concern: The auditor has issued a "Substantial Doubt" opinion regarding the company's ability to continue as a going concern due to accumulated losses and negative operating cash flows, though management plans to negotiate favorable terms with its largest financial sponsor.
Guidance, Outlook, and Risks
- Nasdaq Compliance: The company received a notice from Nasdaq on December 3, 2025, regarding failure to meet the minimum bid price requirement ($1.00) for 30 consecutive days. It has a 180-day compliance period until June 1, 2026, to regain compliance or face delisting.
- Internal Controls: Management identified material weaknesses in internal controls over financial reporting, specifically regarding a lack of sufficient personnel trained in U.S. GAAP and SEC reporting requirements. Measures are being implemented to address these deficiencies.
- Strategic Outlook: The company plans to expand its carbon project pipeline across Asia and Europe and deepen market presence in traceability solutions. It relies heavily on government partnerships for client acquisition.
- Risks: Key risks include dependence on a limited number of customers (Customer C accounted for 51.1% of 2025 revenue), cybersecurity threats, and the potential inability to attract new customers to offset rising operating expenses.
Investor Verification Checklist
- Going Concern Status: Verify the company's ability to secure continued financial support from its largest sponsor to cover the S$14 million operating cash burn.
- Nasdaq Delisting Risk: Monitor the share price to ensure it meets the $1.00 minimum bid price requirement before the June 1, 2026 deadline.
- Revenue Concentration: Assess the risk associated with Customer C representing over 50% of total revenue.
- Internal Control Remediation: Review progress on hiring U.S. GAAP-trained personnel and implementing new accounting policies to address material weaknesses.
- Related Party Transactions: Scrutinize the terms of the remaining S$3.15 million working capital loan from the controlling shareholder's father and the CEO.