AUTAGCO LTD.

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Focused on Wellness and Living

Annual Report 2025

1 Corporate Profile
2 Chairman’s Statement

This annual report has been reviewed by the Company’s sponsor, SAC Capital Private Limited (the “ Sponsor ”). This annual report has not been examined or approved by the Singapore Exchange Securities Trading Limited (the “ SGX-ST ”) and the SGX-ST assumes no responsibility for the contents of this annual report, including the correctness of any of the statements or opinions made, or reports contained in this annual report.

The contact person for the Sponsor is Ms Lim Qi Fang, at 1 Robinson Road, #21-01 AIA Tower, Singapore 048542, telephone (65) 6232 3210.

5 Board of Directors
8 Executive Officers
9 Corporate Structure
10 Operations and Financial Review
15 Corporate Information
16 Sustainability Report
54 Corporate Governance Report
81 Additional Information on
Directors Seeking Re-election
95 Financial Statements
160 Statistics of Shareholdings
162 Notice of Annual General Meeting
Proxy Form

Corporate Profile

Autagco is a senior assisted living group integrating hospitality, wellness and technology-enabled care.

Autagco Ltd. (“ Autagco ” or the “ Company ”, and together with its subsidiaries, the “ Group ”) is a public limited company listed on the Catalist Board of the Singapore Exchange Securities Trading Limited (“ SGX-ST ”). The Group previously operated food and beverage (“ F&B ”) as well as lifestyle and entertainment businesses across Singapore, Thailand and Malaysia. In November 2024, the Group embarked on a comprehensive restructuring and transformation to strengthen its financial position and reposition the Group for sustainable long-term growth.

Following the transformation, Autagco’s core business is focused on senior assisted living and community-based residential solutions through its wholly owned subsidiary, Communa Gold Pte. Ltd. (“ Communa Gold ”). Communa Gold is principally engaged in the development, management, and operation of assisted living residences that integrate hospitality services, wellness programmes, and community engagement, catering to seniors who seek an independent yet supported lifestyle.

As part of its growth strategy, Communa Gold actively participates in property tenders to secure additional sites and expand the number of operational keys under management. In addition, the Group has entered into strategic collaborations, including a proposed joint venture with r+ Pte. Ltd. for cross-border assisted living and hospitality projects, and a strategic cooperation with AJJ Medtech Holdings Limited to explore the application of robotics and automation technologies in senior care.

Looking ahead, the Group aims to integrate Artificial Intelligence (“ AI ”), data-driven management systems, and smart living technologies into its senior assisted living model, redefining how seniors live, connect, and receive care. Autagco is committed to building an integrated ecosystem that bridges technology, wellness, and community to address the evolving needs of Asia’s ageing population, while delivering sustainable long-term value to shareholders.

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ANNUAL REPORT 2025

Chairman’s Statement

The Group recorded a 6% increase in revenue to S$1.42 million in FY2025

Dear Shareholders

The financial year ended 31 July 2025 (“ FY2025 ”) was a year of purposeful transformation for Autagco Ltd. (“ AUTAGCO ” or the “ Company ”, and together with its subsidiaries, the “ Group ”).

Following the strategic review commenced in July 2024, the Board of Directors (“ Board ”) made several deliberate—at times difficult—decisions to reset our foundation, streamline operations and refocus the Group’s direction in a sector with long-term growth potential.

These steps included the restructuring of our legacy food and beverage (“ F&B ”) businesses and marked the Group’s first step into the assisted living sector. Emerging from this transition, AUTAGCO aims to operate in a leaner and more focused manner, with the longer-term goal of strengthening our position for sustainable growth. This milestone represents more than a change in identity; it marks the beginning of a new chapter anchored in a clear mission—to build Asia’s leading artificial intelligence (“ AI ”)-enabled assisted living and wellness platform as we grow our capabilities.

A Strategic Turnaround with Purpose

Grounded in focus and foresight, AUTAGCO’s entry into the assisted living sector is driven by the opportunities we see in Asia’s growing ageing population, which is set to double by 2050[1] . Unlike traditional eldercare facilities, assisted living caters to seniors who remain relatively independent but benefit from support in their daily living, which addresses a critical gap in senior care and community wellness.

Through our wholly-owned subsidiary, Communa Gold Pte. Ltd. (“ Communa Gold ”), the Group transitioned from its cyclical F&B business to an essential services provider. Communa Gold facilities are strategically located in Novena Central, Orchard Road and Upper Changi, serving middle to upper-middle-income seniors and their families. Each facility is supported by professional caregivers who assist the residents with daily activities and health monitoring, ensuring high standard of personalised care.

1 Source: Economic Research Institute for ASEAN and East Asia

AUTAGCO LTD.

Chairman’s Statement

To advance our mission of delivering quality assisted living, the Group forged two landmark collaborations in FY2025 that will support AUTAGCO’s development into a technology-driven care enterprise.

Beyond care, Communa Gold seeks to redefine how seniors live, connect and age—by fostering dignity, leveraging technology, and providing personalised support. While the assisted living sector in Singapore is still developing, AUTAGCO is well-placed to draw on its management expertise to expand in a space where we see significant growth potential.

Building on this foundation, the Group actively participated in Singapore Land Authority (“ SLA ”) tenders in FY2025 to acquire and manage properties suitable for assisted living conversion. This aligns with our strategy to grow recurring income while strengthening our presence in Singapore’s fast-emerging senior assisted living sector.

Strategic Partnerships Fuelling Growth

In October 2025, the Group entered into a non-binding term sheet for the proposed joint venture (“ JV ”) with r+ Pte. Ltd. (“ r+ ”), a reputable cross-border real estate developer known for creating self-sustaining ecosystems. The proposed JV will operate and manage up to 15 hospitality projects under the r+ World Access Series 1, across Singapore, Malaysia, Thailand, Vietnam, and Japan.

Leveraging r+’s track record in both urban and remote locations, these projects will offer flexible accommodation units that can be quickly deployed and retrofitted to meet diverse needs and life stages. By combining r+’s development expertise with AUTAGCO’s investor network and operational experience, this proposed JV aims to establish a scalable model for sustainable regional growth.

In response to the rise of AI, the Group also embarked on a strategic cooperation with AJJ Medtech Holdings Limited (“ AJJ Medtech ”) in November 2025. Conditional upon the entry of a supply agreement to be mutually agreed, AUTAGCO will begin by acquiring six units of Humanoid Elderly Care Robots for progressive deployment across our assisted living facilities.

These humanoid robots are designed to provide companionship, rehabilitation support, health monitoring and cognitive engagement. Clinical trials and operational testing of the robots will be conducted at our facilities to validate their safety and compliance with regulatory requirements.

Together, these initiatives will drive our mission to elevate assisted living through innovation, quality care and meaningful impact.

ANNUAL REPORT 2025

Chairman’s Statement

A Leaner Organisation, Stronger Financial Discipline

Following the closure of our F&B outlet in Changi Airport, the Group recorded a 6% increase in revenue to S$1.42 million in FY2025. The F&B segment contributed S$1.16 million, slightly lower than S$1.32 million in the prior year (“ FY2024 ”), while our newly acquired assisted living business segment added maiden revenue contribution of S$0.26 million. These efforts, together with the absence of the one-off impairments of goodwill and plant, property and equipment totalling S$1.80 million that were recognised in FY2024, contributed to the significant narrowing of the Group’s net loss to S$1.36 million in FY2025, compared with S$3.20 million in FY2024.

With the closure of our final F&B outlets in Jurong Point and Raffles City in August and September 2025 respectively, AUTAGCO has fully shifted its focus to the assisted living segment, operating with a leaner cost base and strengthened financial discipline to support long-term recovery.

Looking Ahead: From Restructuring to Resurgence

Moving into the new year, the financial year ending 31 July 2026 will mark the start of our next growth cycle with clear priorities:

Scale with purpose : Expand Communa Gold’s local footprint through acquisitions of SLA properties and management contracts;
Innovate with impact : Integrate AI and humanoid robotics into our facilities through collaborating with AJJ Medtech to enhance the assisted living experience; and
Grow with partnership : Begin rollout of r+ World Access Series 1 regionally, tapping into rising demand for cross-border assisted living and wellness communities.

These initiatives aim to translate momentum into measurable outcomes. By aligning demographic trends with technological innovation, AUTAGCO is well-positioned to shape the future of assisted living with clarity and purpose.

A Note of Gratitude

To our shareholders, partners and employees, thank you for your support through this period of renewal. Your trust has allowed us to rebuild with conviction.

The turnaround journey is never easy. With vision, discipline and a renewed sense of purpose, AUTAGCO is prepared to move towards sustainable success.

Ng Boon Hui

Executive Chairman and Chief Executive Officer

AUTAGCO LTD.

Board of Directors

Mr. Ng Boon Hui (“Mr. Ng”) Executive Chairman and Chief Executive Officer (“CEO”) Appointed on 8 May 2024

Mr. Loke Pak Hoe, Patrick (“Mr. Loke”) Executive Director and Head of Corporate Development Appointed on 8 May 2024

Mr. Soh Chun Bin (“Mr. Soh”) Lead Independent Director Appointed on 15 April 2025

Mr. Ng is responsible for setting the strategic direction of the Group in consultation with the Board. As the CEO, he is also responsible for steering the business operations for future growth and expansion, as well as managing the risk portfolio of the Group. Mr. Ng has over 30 years of corporate and entrepreneurship experience in the real estate, IT and education sectors. Mr. Ng holds a Bachelor of Business Administration (BBA) from the National University of Singapore. Mr. Ng is the spouse of Ms. Ho Poh Khum, the Chief Operating Officer of the Group.

Mr. Loke is responsible for the corporate development of the Group, focusing on mergers and acquisitions, venture building, fund raising, and maintaining stakeholder relationship and investor relations matters. As a former analyst at Goldman Sachs and the founder and Managing Director of PTL Capital Pte. Ltd., he has over 20 years of experience in corporate finance and private equity investments. Mr. Loke graduated as a university scholar with High Distinction at Pennsylvania State University with a Bachelor of Science (B.Sc.) (Honors) in Finance.

Mr. Soh is the Lead Independent Director and is a member of the Audit Committee and Nominating and Remuneration Committee. He is currently the Managing Director of Icon Law LLC. He has over 25 years of experience in corporate finance and legal sectors, with a focus on capital markets and mergers and acquisitions.

Mr. Soh began his career as a corporate lawyer and was among the pioneering legal professionals at a leading law firm in Singapore in the early 2000s, eventually becoming one of its youngest equity partners. In 2012, he transitioned from legal practice to take on chief executive roles in various companies, including listed entities, before returning to legal practice in early 2017. He has provided advisory services for numerous Singapore and international initial public offerings (IPOs) of corporations and real estate investment trusts (REITs), as well as post-listing fundraising initiatives. His expertise covers a broad range of industries, such as real estate, resources, infrastructure, and technology. He has been recognised as a leading lawyer by legal publications such as Chambers, IFLR and AsiaLaw, and was recently selected as one of the Top 100 Lawyers in Singapore by Asia Business Law Journal for 2025.

Mr. Soh earned his Bachelor of Law (Honours) from the National University of Singapore in 1999. He presently also serves as an Independent Director of other SGX-ST listed companies, including TOTM Technologies Limited, Yongmao Holdings Limited, Lorenzo International Limited and Triyards Holdings Limited.

ANNUAL REPORT 2025 5

Board of Directors

Ms. Wang Xiaolan (“Ms. Wang”) Independent Director Appointed on 10 February 2021

Ms. Wang is the Chairman of the Nominating and Remuneration Committee and a member of the Audit Committee. Ms. Wang is currently the Vice President, Corporate Development and Human Resource of TOTM Technologies Limited, focusing on the corporate development of the company. Prior to this, Ms. Wang has accumulated over 10 years of experience in operation, project management, human resource across the telecommunication, and the oil and gas industries.

Ms. Wang graduated with Bachelor of Science in Management with Accounting from Royal Holloway, University of London and holds also a Fleximasters in Business Finance from Nanyang Technological University, Singapore. She is a member of the Chartered Governance Institute (Singapore) and an associate of Chartered Secretaries Institute of Singapore. She presently also serves an Independent Director of Medi Lifestyle Limited, a company listed on SGX-ST.

Ms. Tay Lee Sie Fiona (“Ms. Tay”) Independent Director Appointed on 12 March 2025

Ms. Tay is the Chairman of the Audit Committee and a member of the Nominating and Remuneration Committee. She is an experienced professional with over a decade of expertise in corporate valuations, advisory, and professional services. With extensive experience in valuation and advisory engagements, Ms Tay brings a strong combination of financial expertise, analytical acumen, and strategic insight to clients across diverse industries.

Currently, Ms. Tay serves as the Director of Valuations & Transaction Advisory at Valtus Advisory Pte. Ltd.. Prior to this, she held senior leadership roles, including Director of Valuations & Transaction Advisory at Nexia Solutions Pte. Ltd. and In.Corp Global Pte. Ltd., Associate Director of Valuations & Transaction Advisory at Savills Valuation and Professional Services (S) Pte. Ltd. and Associate Director of Valuations at Asia Valuation & Advisory Services Pte. Ltd..

Ms. Tay holds a Bachelor of Accountancy with a second degree in Finance from the Singapore Management University. She is a Chartered Valuer and Appraiser accredited by the Institute of Valuers and Appraisers, Singapore, under the Accounting and Corporate Regulatory Authority of Singapore and a Chartered Accountant with the Institute of Singapore Chartered Accountants.

AUTAGCO LTD.

Board of Directors

Mr. Seah Kah Boon, Desmond (“Mr. Seah”)

Non-Executive Non-Independent Director Appointed on 15 April 2025

Mr. Seah is a member of the Audit Committee. He is a corporate professional with extensive expertise in business management and corporate administration. He currently serves as a Director of Viking Capital VCC, Gryphon Consultancy Pte. Ltd. and Viking Saga Pte. Ltd..

Previously, Mr. Seah held the position of Corporate Administrative Director and Consultant at Flysky Services Inc (Philippines), where he played an instrumental role in streamlining corporate operations and governance processes. Prior to that, he was an Associate Supervisor at Delphi Automotive Systems Singapore Pte Ltd, where he gained valuable experience in supervisory and operational roles.

Mr. Seah holds a Bachelor of Science (Honours) in Business Computing from the University of Bradford (UK), equipping him with a strong foundation in strategic business management and organisational development.

ANNUAL REPORT 2025

Executive Officers

Ms. Ho Poh Khum (“Ms. Ho”)

Chief Operating Officer Appointed on 20 August 2024

Ms. Tam Yok Mui (“Ms. Tam”) Financial Controller Appointed on 1 August 2024

Ms. Ho is responsible for designing and implementing the business strategies, plans and procedures of the Group. She manages the day-to-day operations of all business units of the Group, working with the respective managers to deliver the business outcomes and achieve key performance indicators. Ms. Ho holds a Bachelor of Business Administration (BBA) from the National University of Singapore. She is the spouse of Mr. Ng Boon Hui, the Executive Chairman and CEO of the Group.

Ms. Tam is responsible for the Group’s financial, accounting, taxation, and investor relation matters. She heads the finance team and supports the senior management team in making financial decisions for the Group. Ms. Tam has over 20 years of experience in financial, accounting and audit. She holds a Bachelor of Accountancy from Nanyang Technological University of Singapore and is a member of the Institute of Singapore Chartered Accountants.

AUTAGCO LTD.

Corporate Structure

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----- Start of picture text -----

100%
Communa Gold Pte. Ltd.
Singapore
(Assisted living for elderly)
75% 70%
Superfood Kitchen Pte. Ltd. The Green Bar Pte. Ltd.
Singapore Singapore
(Under voluntary liquidation) (Under voluntary liquidation)
100% 100%
LifeBrandz Investment Auspac Financial
Management Pte. Ltd. Advisory Pty. Ltd.
Singapore Australia
(Investment holding) (Inactive)
100%
Cloud Eight Pte. Ltd.
100% Singapore
(Inactive)
AUTAGCO LTD.
LB F&B Pte. Ltd.
Singapore 100%
(Inactive)
LB F&B Sdn. Bhd.
Malaysia
(Inactive)
100% 100%
LifeBrandz
Mulligan’s Co., Ltd.
(Tailand) Co., Ltd. Thailand
Thailand (Inactive)
(Inactive)
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ANNUAL REPORT 2025

Operations and Financial Review

REVIEW OF INCOME STATEMENT

Revenue

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Increase /
FY2025 Contribution FY2024 Contribution
(Decrease)
S$’000 % S$’000 % %
Food and beverage revenue
- Singapore 1,155 81% 1,322 99% (13%)
Assisted living revenue
- Singapore 263 19% - - N.M.
Financial advisory revenue
- Australia 1 N.M. 14 1% (93%)
1,419 100% 1,336 100% 6%
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N.M. - not meaningful

The Group recorded approximately S$1.16 million from food and beverage (“ F&B ”) revenue for the financial year ended 31 July 2025 (“ FY2025 ”), a decrease of S$0.17 million as compared to the financial year ended 31 July 2024 (“ FY2024 ”). The decrease is mainly attributable to the closure of Superfood Kitchen Pte. Ltd. (“ SFK ”) Changi Airport outlet in September 2024.

The assisted living business, acquired in December 2024, contributed approximately S$0.26 million.

The financial advisory services in Australia declined to S$1,000 as Auspac Financial Advisory Pty. Ltd. (“ AFA ”) became inactive in late FY2024, with its Australian Financial Services Licence subsequently cancelled with effect from 5 March 2025.

Other operating income

Other operating income increased by S$0.11 million mainly due to (i) the waiver of S$0.23 million balance consideration payable on the acquisition of AFA, (ii) S$0.01 million from the reversal of impairment of property, plant and equipment (“ PPE ”) as some of the impaired PPE were sold during the year (iii) S$0.04 million from the reversal of provision for annual leave at AFA and (iv) S$0.02 million gain on termination of lease at SFK Changi Airport outlet.

These increases were offset by (i) the absence of a one-off write-off of payables of S$0.15 million following final settlement with a creditor (ii) the absence of a bargain purchase arising from the acquisition of an associated company of S$0.02 million and (iii) a decrease in government grants and incentives of S$0.03 million.

Reversal of expected credit loss (“ECL”) allowance, net

The reversal of ECL was approximately S$8,000 for FY2025. In contrast, in FY2024, the ECL of S$0.28 million on AFA’s account receivables, which had been recognised during the purchase price allocation (“ PPA ”) exercise for the acquisition, was reversed in the second half of FY2024 following subsequent collections.

10 AUTAGCO LTD.

Operations and Financial Review

Costs & expenses

Inventories and consumables used decreased by S$0.06 million to S$0.47 million in FY2025 due mainly to the closure of SFK Changi Airport outlet.

Depreciation expenses decreased by S$0.25 million to S$0.19 million in FY2025, following the write-off of PPE due to outlet closure. This is offset by an increase in depreciation of S$0.18 million arising from the acquisition of Crescendo Wellness Living (“ Crescendo ”) for the assisted living business.

Amortisation of intangible asset of S$7,000 recorded in FY2025 arose from the acquisition of the assisted living business from Crescendo.

Employee benefits increased by S$0.12 million to S$1.37 million in FY2025 mainly due to the changes in management and board composition, with the majority based in Singapore rather than Malaysia compared to prior years and the increase in headcount for the assisted living business. These are offset by the decrease in staff costs following the closure of the SFK Changi Airport outlet.

Finance cost increased by S$0.07 million to S$0.10 million in FY2025 due to the convertible loan from Lenn International Pte. Ltd. (“ Lenn International ”), the loan to Communa Gold from various thirdparty investors and drawdown of loan from a controlling shareholder.

Advertising, media and entertainment increased by S$0.03 million to S$0.04 million in FY2025 mainly due to the increase in marketing activities for the assisted living business.

Lease expenses decreased by S$0.04 million to S$0.06 million in FY2024 due mainly to the closure of SFK Changi Airport outlet, central kitchen and AFA office.

Transportation expenses decreased by S$0.01 million from S$0.02 million in FY2024 due mainly to the absence of business travelling expenditures incurred by staff based overseas last year, as well as the cessation of central kitchen deliveries after its closure in October 2024.

Legal and professional fees increased marginally by S$0.02 million in FY2025, mainly due to professional fees incurred for the acquisition of assisted living business, the share subscription and convertible loan agreements, the valuation of PPA exercise for the acquisition of the financial advisory entities and the fair value assessment of convertible loan receivable, and other statutory fees.

On acquisition date of AFA, a goodwill amounting to S$1.28 million was recognised. As announced by the Company on 24 December 2024, a balance of S$2.29 million, which was included in the net identifiable assets of AFA as at date of acquisition of AFA, remained unpaid as of 31 July 2024. Given the overall slow-down in the IPO market in Australia and uncertainties in the collectability of receivables, the goodwill was fully impaired in second half of FY2024. The goodwill impairment of S$0.02 million in FY2025 relates to SFK which has been put under voluntary liquidation, subsequent to year end.

Share of results of an associate of S$0.02 million in FY2024 arose from the financial advisory associated company which was subsequently disposed in the same year.

As a result of the factors mentioned above, and the absence of the S$0.52 million impairment of PPE under the F&B business recorded in the prior year, the Group’s total expenses decreased by S$1.92 million to S$3.11 million in FY2025.

ANNUAL REPORT 2025

Operations and Financial Review

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Loss before income tax

Overall, the Group recorded a loss of S$1.36 million in FY2025 as compared to a loss of S$3.20 million in FY2024.

REVIEW OF STATEMENT OF FINANCIAL POSITION

Current assets

The Group’s current assets decreased by S$0.17 million to S$0.23 million as at 31 July 2025, from S$0.40 million as at 31 July 2024, mainly attributable to:

i. a decrease in cash and cash equivalents of S$0.16 million for the reasons as set out under the “Review of Statement of Cash Flows” section below; and
ii. a decrease in trade and other receivables of S$0.01 million, mainly due to the closure of SFK Changi Airport outlet of S$0.02 million and, offset by an increase of S$0.01 million in other receivables from the assisted living business.

Non-current assets

Non-current assets increased by S$1.16 million to S$1.18 million as at 31 July 2025 from S$0.02 million as at 31 July 2024. This was mainly due to:

i. the recognition of an intangible asset of S$0.02 million and other receivables of S$0.08 million arising from the acquisition of the assisted living business from Crescendo;
ii. an increase in PPE by S$1.08 million due mainly to the acquisition of the assisted living business of S$0.48 million, right-of-use assets additions and plant and equipment purchased of S$0.70 million and S$0.09 million respectively, and reversal of impairment of S$0.06 million during the year. The increases were partially offset by PPE disposed and written-off of S$0.06 million and depreciation expense of S$0.19 million recorded during the year; and

iii. a decrease in goodwill of S$0.02 million due to the impairment of SFK.

12 AUTAGCO LTD.

Operations and Financial Review

Current liabilities

The Group’s current liabilities increased by S$0.09 million to S$2.17 million as at 31 July 2025 from S$2.08 million as at 31 July 2024 mainly due to:

i. an increase in lease liabilities of S$0.13 million resulted from new leases for the assisted living business of S$0.31 million and offset by the decrease of S$0.18 million in the lease liabilities of SFK due to closure of the SFK Changi Airport outlet as well as expiring leases;
ii. interest payables on convertible loans and loans from third-party investors of S$0.01 million;
iii. a decrease in trade and other payables of S$0.03 million arising mainly from (a) a waiver of balance consideration owing to the vendor for the acquisition of AFA of S$0.23 million, (b) a decrease in liabilities of S$0.16 million under AFA due to payments and reversal of certain provisions, (c) repayment of S$0.02 million for amount due to a corporate shareholder and (d) other miscellaneous decreases of S$0.08 million following the closure of SFK Changi Airport outlet. The decreases were partially offset by an increase in trade and other payables resulted from the assisted living business of S$0.22 million and salaries owed to the certain director and executive of an aggregate of S$0.24 million, in respect of letters of undertaking provided to the Company not to demand payment; and
iv. a decrease of S$0.01 million in the provision for reinstatement due to the closure of SFK Changi Airport outlet in September 2024.

Non-current liabilities

The Group’s non-current liabilities increased by S$1.76 million to S$1.85 million as at 31 July 2025 from S$0.09 million as at 31 July 2024 mainly due to:

i. the convertible loan of S$0.50 million from Lenn International;
ii. the loans from third-party investors to Communa Gold of S$0.20 million;
iii. a net drawdown of loans from a corporate shareholder of S$0.45 million; and
iv. an increase in lease liabilities and provision for reinstatement of S$0.56 million and S$0.05 million respectively due mainly to the new leases for the assisted living business. The increase in lease liabilities was offset by the decrease in leases of SFK and TGB of S$0.09 million which were expiring within a year.

Equity attributable to owners of the Company

The Group was in a net deficit position of S$1.94 million and S$1.14 million as at 31 July 2025 and 31 July 2024 respectively. The increase in the deficit was mainly due to (i) the net loss attributable to owners of the Company of S$1.29 million recorded in FY2025, and (ii) a decrease in foreign currency translation reserve of S$0.02 million, offset by an increase in share capital of S$0.50 million for the issue of subscription shares.

ANNUAL REPORT 2025

Operations and Financial Review

REVIEW OF STATEMENT OF CASH FLOWS

The Group’s net cash flows used in operating activities in FY2025 was S$1.20 million, mainly due to net operating cash outflow before changes in working capital.

The net cash flows used in investing activities in FY2025 was S$0.10 million, mainly due to cash outflows for the acquisition of the assisted living business of S$0.02 million and the payment of S$0.09 million for the purchase of PPE for the assisted living business, offset by the proceeds of S$0.01 million from the disposal of PPE.

The net cash flows from financing activities in FY2025 was S$1.13 million mainly due to (i) drawdown of loan from a controlling shareholder of S$0.50 million, (ii) loans from third-party investors to Communa Gold of S$0.20 million, (iii) proceeds from convertible loan from Lenn International of S$0.50 million and (iv) proceeds from the issuance of shares of S$0.50 million. These are offset by cash outflows of S$0.55 million for the repayment of lease liabilities and loan to a controlling shareholder and interest paid.

As a result, cash and cash equivalents stood at S$0.07 million as at 31 July 2025.

14 AUTAGCO LTD.

Corporate Information

Registered Office

36 Robinson Road #20-01 City House Singapore 068877 Website: www.autagco.com.sg Tel No.: (65) 6990 8220 Fax No.: (65) 6395 0670

Board of Directors

Ng Boon Hui

(Executive Chairman and Chief Executive Officer)

Loke Pak Hoe, Patrick

(Executive Director and Head of Corporate Development)

Share Registrar and Share Transfer Office

In.Corp Corporate Services Pte. Ltd.

36 Robinson Road #20-01 City House Singapore 068877

Auditors

Grant Thornton Audit LLP 8 Marina View #40-04/05 Asia Square Tower 1 Singapore 018960

Audit Partner-In-Charge

Tan Ee Choon

(with effect from the financial year ended 31 July 2025)

Soh Chun Bin

(Lead Independent Director)

Sponsor

SAC Capital Private Limited

Wang Xiaolan

(Independent Director)

1 Robinson Road #21-01 AIA Tower Singapore 048542

Tay Lee Sie Fiona

(Independent Director)

Principal Bankers

United Overseas Bank Limited

Seah Kah Boon, Desmond

(Non-Executive Non-Independent Director)

80 Raffles Place 1 UOB Plaza Singapore 048624

Audit Committee

Tay Lee Sie Fiona (Chairman) Wang Xiaolan Soh Chun Bin Seah Kah Boon, Desmond

Nominating and Remuneration Committee

Wang Xiaolan (Chairman) Tay Lee Sie Fiona Soh Chun Bin

CIMB Bank Berhad, Singapore Branch

30 Raffles Place #04-01 Singapore 048622

Investor Relations

Email: [email protected]

Joint Company Secretaries

Cheok Hui Yee Kong Wei Fung

ANNUAL REPORT 2025

Sustainability Report 2025

This Sustainability Report has been reviewed by the Company’s sponsor, SAC Capital Private Limited (the “ Sponsor ”). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (“ SGX-ST ”) and the SGX-ST assumes no responsibility for the contents of this Sustainability Report, including the correctness of any of the statements or opinions made or reports contained in this Sustainability Report.

The contact person for the Sponsor is Ms Lim Qi Fang (Tel: (65) 6232 3210), at 1 Robinson Road, #21-01 AIA Tower, Singapore 048542.

1	About the Report	18	6	Social Responsibility	37
	1.1 Board Statement	18		6.1 Our Approach, Targets and
	1.2 Corporate Profle	19		Performance	37
	1.3 Scope and Methodology	19		6.2 Occupational Health and
	1.4 Boundary	20		Safety	38
				6.3 Customer Health and Safety	38
2	Our Approach	21		6.4 Board and Employee Diversity	39
	2.1 Alignment with Sustainable			6.5 Fair Employment	43
	Development Goals	21		6.6 Safety, Health and Well-being of
	2.2 Stakeholder Engagement	22		Residents	44
	2.3 Materiality Assessment	23		6.7 Accessibility for Residents	45
	2.4 Feedback	24		6.8 Elder Rights and Dignity	46
				6.9 Compliance with Social and
3	Our ESG Ambition and Strategic	24		Economic Laws and Regulations	47
	Targets
			7	Governance	48
4	Economic Sustainability 4.1 Economic Performance	25 25		7.1 Our Approach, Targets and Performance	48
				7.2 Corporate Governance	48
5	Environmental Sustainability 5.1 Our Approach, Targets and Performance 5.2 Waste Management	26 26 27		7.3 Anti-Bribery and Anti- Corruption 7.4 Risk Management 7.5 Regular Compliance Updates	49 49 50
	5.2.1 Environmentally Friendly Packaging Materials	27		GRI Index	51
	5.2.2 Paper Management	28
	5.3 Energy	28		TCFD Index	53
	5.4 Carbon Footprint	29
	5.5 Water	30
	5.6 Board and Management
	Governance	31
	5.7 Managing Climate-Related Risks
	and Opportunities	31
	5.7.1 Strategy	31
	5.7.2 Risk Management	34
	5.7.3 Metrics and Targets	36

SUSTAINABILITY REPORT 2025

Sustainability Report

1. ABOUT THE REPORT

1.1 Board Statement

At Autagco Ltd., sustainability is the core of our purpose and long-term strategy. As a company operating in both the Food and Beverage (“ F&B ”) and assisted living (“ Assisted Living ”) sectors, we recognise our unique responsibility to improve the quality of life and well-being of the communities we serve.

Our Assisted Living business is grounded in care, dignity, and trust. The people we support—seniors with health vulnerabilities, and their families—deserve more than just services; they deserve sustainable systems that safeguard their health, environment, and future. In 2025, we deepened our commitment to delivering high-quality, person-centred care while advancing environmental and social initiatives across our facilities. Efforts included improving energy efficiency in our residences, reducing waste generation, enhancing staff training in inclusive and ethical caregiving, and prioritising resident mental health and engagement.

Within our F&B business, we maintained our focus on responsible sourcing, reducing food waste, and offering nutritious, sustainable menu options.

The Group’s commitment to Environmental, Social, and Governance (“ ESG ”) principles is deeply embedded in the Board’s oversight and decision-making. We recognise that sustainability in Assisted Living goes beyond operations—it is about building resilience in care systems, respecting human rights, and empowering both our residents and workforce. The Board integrates sustainability considerations into the formulation of the Group’s business strategies, ensuring sustainable development, long-term prosperity, and stability. Additionally, the Board is involved in identifying and reviewing key material ESG factors, approving strategic direction, targets, and policies related to sustainability, and evaluating and managing the Group’s material ESG risks and opportunities.

Our Board oversees these areas and holds management accountable for meeting measurable sustainability targets, including those aligned with ESG principles and applicable standards. The management team is tasked with developing and establishing sustainability policies, processes, and practices, ensuring the implementation of our sustainability strategies, and tracking progress.

Looking ahead, the Board remains focused on strengthening governance, climate resilience, and social impact, particularly within the Assisted Living business, where sustainable care models are critical. We will continue to invest in innovation, partnerships, and infrastructure that support a safer, healthier, and more sustainable future for all stakeholders.

We thank our teams, residents, customers, and partners for their continued trust and collaboration in this journey with us. Together, we are building a more sustainable business and a better world for future generations.

AUTAGCO LTD.

Sustainability Report

1.2 Corporate Profile

Autagco Ltd. (“ Autagco ” or the “ Company ”, and together with its subsidiaries, the “ Group ”) was established in 2001 and has been listed in Singapore since 2004. Formerly known as LifeBrandz Ltd., the Company changed its name on 26 November 2024 to better reflect its renewed strategic direction.

During the reporting period, the Group was primarily engaged in the F&B business in Singapore, focusing on the sale of gourmet salad. As part of the strategic review initiated by the Group since mid-July 2024 (“ Strategic Review ”), the Company diversified into the Assisted Living business in late November 2024. The Assisted Living business seeks to provide services which combine residential options with personalised support, catered to offer the elderly, who are relatively independent and may require some level of help with daily activities and socialisation, a safe residential environment along with tailored assistance for daily living activities to enable them to maintain a high quality of life.

The Group believes building a sustainable business is essential for our ongoing success. Hence, we take full responsibility for our impact on the environment, customers, employees, and financial performance.

1.3 Scope and Methodology

The Group’s Sustainability Report (the “ Report ”) outlines its ESG performance for the reporting period from 1 August 2024 to 31 July 2025. The content focuses on strategies, initiatives, policies, and activities related to the Group’s material ESG topics.

This Report is prepared with reference to the 2021 Global Reporting Initiative (“ GRI ”) Standards and the recommendations of the Task Force on Climate-related Financial Disclosures (“ TCFD ”). The Company has chosen the GRI Standards as they provide an extensive global framework that is the most widely used standard for sustainability reporting. The GRI, an independent international organisation, offers businesses and organisations a common language to communicate their ESG impacts responsibly. This Report also considers the Sustainability Reporting Guide in Practice Note 7F of the SGX-ST Listing Manual Sections B: Rules of Catalist (“ Catalist Rules ”) and the primary components outlined in Rule 711B of the Catalist Rules: (1) Material ESG factors, (2) Climate-Related Disclosures, (3) Policies, Practices, and Performance, (4) ESG Targets, (5) Sustainability Reporting Framework, and (6) Board Statement and associated governance structure for sustainability practices.

With the updated climate reporting requirements announced by the SGX-ST on 25 August 2025, the Group will continue to work towards greater maturity of its climate-related disclosures by incorporating climate-related requirements in the IFRS Sustainability Disclosure Standards issued by the International Sustainability Standards Board (“ ISSB ”) by the financial year ending 31 July 2031.

Internal data monitoring and verification have been utilised to ensure the accuracy of this Report. While no external assurance was sought for this reporting year, internal review on the sustainability reporting process has been incorporated as part of our internal audit review cycle. The information presented in this Report has been carefully verified and explained for changes from one year to the next, allowing for meaningful comparison. The Group may consider external independent assurance for future sustainability reports, subject to market trends and regulatory requirements.

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1.4 Boundary

The following entities are included in the scope of this Report:

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Country Entity
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Country	Entity
Singapore	Autagco Ltd. • Investment holding
	Superfood Kitchen Pte. Ltd. • Investment holding and operating of restaurants • Nutrition-focused takeoutgourmet concept
	Te Green Bar Pte. Ltd. • Operating a restaurant • Sales of gourmet salads
	Communa Gold Pte. Ltd. • Assisted livingservices

The following entities have not been considered under the scope of reporting for FY2025 due to their minimal activities and limited contribution to the Group’s overall operations.

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Country Entity
Singapore Orientstar Group Limited (BVI) (struck off with effect from 1 May 2025)
LB F&B Pte. Ltd.
Cloud Eight Pte. Ltd.
LifeBrandz Investment Management Pte. Ltd.
Malaysia LB F&B Sdn. Bhd.
Thailand LifeBrandz (Thailand) Co., Ltd.
Mulligan’s Co., Ltd
Australia Auspac Financial Advisory Pty Ltd
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2. OUR APPROACH

2.1 Alignment with Sustainable Development Goals

The United Nations Sustainable Development Goals (“ SDGs ”) are a set of 17 global objectives established by the United Nations in 2015 as part of the 2030 Agenda for Sustainable Development. These goals aim to address a wide range of interconnected global challenges, including poverty eradication, environmental sustainability, social equity, and economic growth, under the guiding principle of “leaving no one behind.” The SDGs encompass targets such as ending poverty, achieving gender equality, combating climate change, and fostering global partnerships. They emphasise the indivisibility of sustainable development’s social, economic, and environmental dimensions, advocating for inclusive policies and practices at global, national, and local levels.

At Autagco, the SDGs will serve as a guiding framework for our ESG initiatives. By aligning our strategies with these goals, we aim to enhance our reputation, attract socially conscious consumers, and foster stakeholder trust. This commitment can also help mitigate risks associated with environmental and social issues, ensuring long-term business resilience. Ultimately, supporting the SDGs contributes to a more sustainable and equitable world, which benefits society and the Group’s business. As we advance our sustainability efforts, we will continue to assess our alignment with the SDGs and, where necessary, realign our internal objectives and sustainability strategies to address these global targets more effectively.

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SDGs Relevant Targets to Our Businesses Our Participation
3.8: Achieve universal health coverage, including Through our integrated care model, we ensure residents
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fnancial risk protection, access to quality essential	have reliable and consistent access to essential healthcare
health-care services and access to safe, efective,	services and support within a safe environment that
quality and afordable essential medicines and	prioritises their well-being. Tis includes on-site nursing
vaccines for all.	care, regular health assessments, and coordination with
	external medicalproviders.
8.8: Protect labour rights and promote safe and secure	We are committed to enhancing employee satisfaction
working environments for all workers, including	and retention and maintaining a record of zero workplace
migrant workers, in particular, women migrants, and	incidents.
those inprecarious employment.
10.2: By 2030, empower and promote the social,	We aim to foster a work environment that promotes
economic and political inclusion of all, irrespective of	fairness, equality, and respect for social and cultural
age, sex, disability, race, ethnicity, origin, religion or	diversity for all employees, regardless of gender, age, race,
economic or other status.	religion, ethnicity, or nationality. Terefore, we ensure
	equal recruitment opportunities, fair compensation, career
	progression, and access to employee training.
12.5: By 2030, substantially reduce waste generation	We have set environmental goals such as minimising
through prevention, reduction, recycling and reuse.	paper waste and sourcing more environmentally friendly
	packaging materials that are recyclable or made from
	biodegradable materials.
13.3: Improve education, awareness-raising and	We have internally established procedures for managing
human and institutional capacity on climate change	our electrical and water consumption efciently. Our
mitigation, adaptation, impact reduction and early	approach to mitigating climate change risk includes staf
warning.	training and implementing energy and water-efcient
	measures.

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2.2 Stakeholder Engagement

Autagco recognises that stakeholder engagement is crucial for the effectiveness and credibility of its sustainability strategy. Engaging stakeholders such as employees, customers, shareholders, suppliers, and regulatory authorities provides valuable insights and diverse perspectives that help the Group to identify and address key sustainability issues. This collaborative approach enhances the report’s quality and relevance and builds trust and transparency with stakeholders.

By involving stakeholders in the reporting process, the Group can better anticipate and mitigate risks, align its strategies with stakeholder expectations, and foster a sense of shared responsibility and commitment to sustainable practices. Ultimately, effective stakeholder engagement leads to more robust and impactful sustainability initiatives, driving long-term success and positive societal impact.

The following table highlights our key stakeholders, their key concerns, and the mode and frequency of engagement:

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Identified Stakeholder Area of Concerns Means of Engagement Frequency
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Customers	•	Customer/ Resident	•	Customer/ Resident	•	Frequent and regular
(Customers’ needs shape the Group’s strategic direction)	•	satisfaction Customer service and product quality	• •	feedback WhatsApp’s Social media platforms
	•	Food safety and hygiene	•	Marketing campaigns
	•	Safety, health and well-	•	Social Events/Talks
		being of residents
	•	Available feedback
		platforms
Employees	•	Fair and transparent	•	Formal/Informal dialogue	•	Frequent and regular
(Play a crucial role in the daily operations of the Group)	•	performance appraisal process Occupational health and	• •	Performance appraisals Management’s walk rounds
		safety
	•	Training and development
	•	Welfare and beneft
Shareholders and Investors	•	Corporate governance	•	SGXNet announcements	•	Frequent and regular for
(Governs management, the board decisions, and	• •	Sustainability matters Economic performance	• •	Corporate website General meetings	•	announcements Annual and ad hoc for
responsibilityto investors)						general meetings
Suppliers	•	Competitive pricing	•	Interactions during	•	Frequent and regular
(Reliance on suppliers and subcontractors)	•	Good quality goods and services	•	request for quotations Face-to-face and virtual
	•	Consistency and quality of		meetings
		supplies	•	E-mails
	•	Punctualityof delivery
Regulatory	•	Compliance with laws and	•	Trough Sponsor and	•	Frequent and regular
Authorities		regulations		Corporate Secretary	•	Annual for annual reports
(Ensuring adherence to both local and international laws			• •	SGXNet announcements Corporate website
and regulations)			•	Annual reports

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2.3 Materiality Assessment

At Autagco, we recognise that materiality assessment is crucial to identifying, evaluating, and emphasising the most relevant ESG issues affecting Autagco’s business and stakeholders. Our materiality assessment commences by first identifying relevant ESG aspects. The relevant elements are then systematically ranked and prioritised to ascertain the significant factors that warrant validation. The result of this process is a list of material factors disclosed in this Report.

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Identification Rank Prioritisation Validation
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Materiality assessment is conducted periodically to ensure our material topics align with our business objectives. We actively engaged our employees at all levels and sought feedback from our internal stakeholders to determine the priority of these topics. Moving forward, the Group will consider including our external stakeholders, such as our key customers and suppliers, in the materiality assessment. This process ensures that the Group adapts to evolving stakeholder expectations and manages unique risks such as environmental regulations and climate change impacts.

As guided by the 2021 GRI Standards, we have identified the following aspects of material significance to the Group:

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• Corporate Governance
• Preventing Bribery and Corruption
• Diversity and Fair Employment • Economic Performance
• Compliance with Social and • Occupational Health and Safety
Economic Laws and Regulations • Customer Health and Safety
• Safety, Health and Well-being of
Residents
• Waste Management
• Energy Efficiency and Greenhouse
Gas Emission • Risk Management • Elder Rights and Dignity
• Water Management • Regular Compliance Updates • Accessibility for Residents
• Climate Adaptation and Resilience
Low Medium High
Significance of Topic to the Group
High
Medium
Influence on StakeHolders
Low
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Legend:

Common material topics for F&B and Assisted Living sector
Material topics for the F&B sector
Material topics for the Assisted Living sector

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2.4 Feedback

We welcome your views and feedback on our sustainability practices and reporting at [email protected].

This Report is published within the Autagco Ltd. Annual Report 2025 and is available for download on the SGXNet at the URL: https://www.sgx.com/securities/company-announcements; or our website at the URL: https://autagco.com.sg/.

3. OUR ESG AMBITION AND STRATEGIC TARGETS

At Autagco, our ESG ambition is guided by our commitment to economic sustainability, environmental stewardship, social responsibility, and strong governance practices. We aim to integrate sustainable principles into our operations, ensuring our business growth aligns with ethical and responsible corporate practices.

To achieve this, we have established clear strategic targets that drive our ESG efforts across key areas, including climate action, employee well-being, compliance with regulations and corporate governance. These targets enhance operational resilience, reduce our environmental footprint, and foster a diverse and inclusive workplace. By continuously monitoring our progress and refining our approach, Autagco remains dedicated to upholding the highest sustainability standards while delivering high-quality, accessible, and responsible services.

The time horizons for our targets have been established as follows:

Short-term: Within the next 1 year to align with Autagco’s strategic and financial plan
Medium-term: Current year till 2030 to meet the Singapore Green Plan 2030
Long-term: 2030 and above, to strive towards stabilisation and work growth

Please refer to the table below for our targets across various categories:

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S/N Particular Targets
1 Number of environmental non-compliances • To maintain zero reported significant incidents of non-
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1	Number of environmental non-compliances	•	To maintain zero reported signifcant incidents of non-
			compliance with signifcant fnes or sanctions arising from
			environmental damage.
2	Electricity consumption intensity (Assisted Living)	•	Short-term: Reduce intensity by 3.0%
		•	Medium-term: Reduce intensity by 5.0%
		•	Long-term: Reduce intensityby7.0%
3	Greenhouse Gas (“GHG”) emission intensity	•	Short-term: Reduce intensity by 3.0%
	(Assisted Living)	•	Medium-term: Reduce intensity by 5.0%
		•	Long-term: Reduce intensityby7.0%
4	Water consumption intensity (Assisted Living)	•	Short-term: Reduce intensity by 3.0%
		•	Medium-term: Reduce intensity by 5.0%
		•	Long-term: Reduce intensityby7.0%

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S/N Particular Targets
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5	Employee turnover	•	To maintain employee turnover at less than 35% for FY2026 and
			beyond.
6	Number of workplace incidents	•	To maintain a record of zero recordable workplace incidents.
7	Number of discrimination incidents	•	To maintain a record of zero discrimination incidents.
8	Number of non-compliance with social and economic	•	To maintain a record of zero incidents of non-compliance with
	laws and regulations		social and economic laws and regulations.
9	Number of reported incidents of bribery and	•	To maintain a record of zero reported incidents of bribery and
	corruption		corruption.
10	Number of reported incidents of non-compliance	•	To maintain a record of zero reported incidents and compliance
			with the Code of Corporate Governance.

As announced by the Company on 31 August 2025 and 26 September 2025, Autagco has, subsequent to the reporting period, ceased operations of its F&B outlets and commenced creditors’ voluntary liquidation of Superfood Kitchen Pte. Ltd. and The Green Bar Pte. Ltd., which were part of its F&B business. Consequently, the Group will not be establishing future targets related to this business segment:

Percentage of spending on environmentally friendly packaging
Electricity consumption per square feet of operational space
GHG emission per square feet of operational space
Water consumption per square feet of operational space
Non-compliance with regulations related to food and health safety

4. ECONOMIC SUSTAINABILITY

4.1 Economic Performance

At Autagco, our commitment to creating long-term economic value is rooted in our dedication to responsible business practices and sustainable growth. By integrating sustainability into our core operations, we hope to enhance our financial performance and ensure that we contribute positively to the environment and society.

This approach helps us build a resilient business model that can withstand market fluctuations and regulatory changes, benefiting our shareholders and key stakeholders.

Performance Indicator	Unit	FY2025 (audited)	FY2024 (audited)	FY2023 (audited)
Revenue	S$’m	1.4	1.3	1.5
Net loss for the fnancialyear	S$’m	(1.4)	(3.2)	(1.9)

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Revenue for FY2025 stood at S$1.4 million, showing a slight increase from S$1.3 million in FY2024, though marginally lower than S$1.5 million in FY2023. This reflects stable performance despite the transition in business focus.

The Group recorded a reduced net loss of S$1.4 million in FY2025, compared to S$3.2 million in FY2024 and S$1.9 million in FY2023. The improvement in FY2025 was primarily attributable to revenue contribution from the newly acquired assisted living business, as well as the absence of one-off impairments of goodwill and plant, property and equipment totalling S$1.8 million that were recognised in FY2024.

Target: We are committed to strengthening and further improving our financial position in FY2026 and beyond.

For more information on the Group’s financial and business information, please refer to the Operations and Financial Review and Financial Statements sections of the FY2025 Annual Report.

5. ENVIRONMENTAL SUSTAINABILITY

5.1 Our Approach, Targets and Performance

In FY2025, the Group demonstrated improved environmental performance in its F&B and established sustainability practices in its first year of Assisted Living operations. For the F&B segment, we maintained our commitment to compliance with zero environmental non-compliance cases. The percentage of spending on environmentally friendly packaging improved to 93.0% in FY2025, up from 85.0% in FY2024, reflecting our continued efforts to minimise environmental impact in packaging practices.

Resource efficiency also improved year-on-year for the F&B segment. Electricity consumption per square feet of operational space decreased to 4.88 kWh per square feet (from 5.41 kWh per square feet in FY2024), while GHG emissions reduced to 0.02 tCO₂e per square feet (from 0.03 tCO₂e). Similarly, water consumption intensity declined to 0.04 m³ per square feet compared to 0.05 m³ per square feet in FY2024. These results demonstrated meaningful improvements in operational efficiency and energy management.

For the Assisted Living segment, FY2025 represents the first year of reporting environmental intensity metrics. Electricity consumption intensity was recorded at 0.08 kWh/S$’m, while GHG emission intensity stood at 7.39 tCO₂e/S$’m, and water consumption intensity was 584.21 m³/S$’m. These baseline figures provide a foundation for setting future efficiency targets as the Assisted Living business becomes the Group’s core operational focus following the cessation of the F&B segment.

Looking ahead, the Group will prioritise environmental performance management in the Assisted Living business and establish forward-looking intensity reduction targets, ensuring alignment with its sustainability commitments and climate-related disclosures.

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Performance Indicator Unit FY2025 FY2024
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Number of environmental non-compliance	Number	-	-
F&B Segment
Percentage of spending on environmentally friendly packaging	Percentage (%)	93.0	85.0
Electricity consumption per square feet of operational	kWh / Square Feet	4.88	5.41
space
GHG emissionper square feet of operational space	tCO2e / Square Feet	0.02	0.03
Water consumptionper square feet of operational space	m³ / Square Feet	0.04	0.05

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Performance Indicator Unit FY2025 FY2024
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Assisted Living Segment
Fuel consumption intensity	kg/ Revenue S$’000	0.58	-1
Electricityconsumption intensity	kWh/ Revenue S$’000	96.79	-1
GHG emission intensity	tCO2e / Revenue S$’000	0.04	-1
Water consumption intensity	m³ / Revenue S$’000	3.15	-1

5.2 Waste Management

Autagco recognise that effective waste management is crucial for protecting the environment and public health and ensuring sustainable development. Proper waste disposal and recycling reduce pollution, conserve natural resources, and mitigate the harmful effects of waste on ecosystems. Additionally, waste management supports the circular economy by promoting the reuse and recycling of materials, reducing the need for new raw materials, and lowering GHG emissions. Therefore, Autagco is dedicated to reducing its environmental footprint by using eco-friendly packaging materials and implementing the Reduce, Reuse, Recycle (“ 3Rs ”) approach for managing paper.

5.2.1 Environmentally Friendly Packaging Materials

As part of our unwavering commitment to sustainability, we have undertaken a significant shift in our approach to packaging by prioritising the use of environmentally friendly materials that align with our long-term environmental goals. This initiative reflects our dedication to reducing our ecological footprint and addressing the growing concerns of consumers and stakeholders regarding waste and resource management.

Our efforts focus on sourcing packaging materials that are either recyclable, allowing them to be reprocessed into new products, or made from biodegradable substances that naturally decompose without harming the environment. This approach spans a variety of solutions, including disposable containers, take-away packaging, and disposable cutlery, each carefully selected to balance functionality and our sustainability objectives.

Our total environmentally friendly packaging spending is as follows:

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Performance Indicator Unit FY2025 FY2024 FY2023
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Environmentally friendly packaging material spending	S$	22,135	31,869	36,473
Percentage of spending on environmentally friendly packaging	Percentage (%)	93%	85%	82%

By adopting environmentally friendly packaging materials, we aim to minimise the environmental impact of single-use packaging. This not only demonstrates our environmental stewardship but also reinforces our position as a responsible business committed to meeting the expectations of our customers and the wider community. We strive to create a lasting positive impact through continuous improvement and stakeholder collaboration while delivering high-quality, sustainable packaging solutions.

1 Communa Gold commenced operations in FY2025; therefore, no targets were set in FY2024 for FY2025 and no past performance data were available for benchmarking.

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5.2.2 Paper Management

Effective paper management is crucial for promoting environmental sustainability and can be significantly enhanced by adopting the 3Rs practice. By minimising paper usage, the Group can reduce the strain on natural resources, particularly forests, which are critical for maintaining ecological balance.

Our Group’s paper management efforts revolve around several principles. Firstly, digital documentation. We have adopted a paperless approach, storing all documents digitally. Our employees are encouraged to avoid unnecessary printing by saving documents electronically and sharing them on our electronic-based platform for better accessibility. Instead of printing, our employees are advised to display these documents on screens for internal discussions.

Secondly, an efficient paperless workflow system allows us to store and manage documents electronically, reducing reliance on physical paper. Combining digital documentation with thoughtful consumption practices significantly minimises unnecessary paper waste.

Lastly, to further reduce paper consumption, we encourage employees to reuse paper whenever possible, such as repurposing the wastepaper for notetaking during meetings or as draft paper. Reusing paper for drafts, notes, or other internal purposes further extends its lifecycle, reducing the demand for new paper products.

Adopting the 3Rs conserves resources and mitigates environmental impact. It also demonstrates our commitment to responsible practices, aligns with sustainability goals, and fosters a culture of environmental consciousness within the Group.

5.3 Energy

The Group is steadfast in its commitment to conserving energy resources. A cornerstone of this commitment is the rigorous monitoring of electricity consumption across our operations. By monitoring our energy usage closely, we gain deeper insights into our baseline consumption patterns, enabling us to set realistic and achievable energy efficiency targets while ensuring our resources are utilised effectively, responsibly, and sustainably.

In FY2025, our total electricity consumption is as follows:

Performance Indicator	Unit	FY2025	FY2024	FY2023
F&B Segment
Electricityconsumption	Kilowatt-hour (kWh)	87,878	115,147	109,473
Electricity consumption per square feet of operational space	kWh/ Square Feet	4.88	5.41	6.04
Assisted Living Segment
Fuel consumption	Kilogram (kg)	152.40	-1	-1
Fuel consumption intensity	kg/ Revenue S$’000	0.58	-1	-1
Electricityconsumption	kWh	25,457	-1	-1
Electricityconsumption intensity	kWh/ Revenue S$’000	96.79	-1	-1

In FY2025, the Group recorded a total electricity consumption of 87,878 kWh for its F&B operations, a reduction from 115,147 kWh in FY2024 and 109,473 kWh in FY2023. Correspondingly, electricity consumption per square feet of operational space for the F&B business improved to 4.88 kWh per square feet in FY2025, compared to 5.41 kWh per square feet in FY2024 and 6.04 kWh per square feet in FY2023, reflecting greater efficiency despite ongoing business consolidation.

1 Communa Gold commenced operations in FY2025; therefore, no targets were set in FY2024 for FY2025 and no past performance data were available for benchmarking.

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For the Assisted Living segment, FY2025 represents the first year of reporting electricity consumption and fuel consumption metrics. Fuel consumption for cooking purposes at the facilities was recorded at 152.40 kg, with an intensity of 0.58 kg per S$’000 revenue. Electricity consumption was recorded at 25,457 kWh, with an intensity of 96.79 kWh per S$’000 revenue. These figures establish an important baseline for future tracking as the Assisted Living business becomes the Group’s core operational focus, following the gradual cessation of its F&B operations.

Looking ahead, the Group will continue to monitor energy consumption closely, with the aim of enhancing energy efficiency in the Assisted Living operations.

We have set forth our future environmental consumption targets for the Assisted Living business as follows:

Short-term: Reduce intensity by 3.0%
Medium-term: Reduce intensity by 5.0%
Long-term: Reduce intensity by 7.0%

5.4 Carbon Footprint

Autagco understands that reducing the Group’s carbon footprint is essential for mitigating climate change and protecting the environment. By lowering GHG emissions, we can help stabilise global temperatures, reduce the frequency of extreme weather events, and preserve biodiversity. Reducing carbon emissions can also lead to economic benefits, such as cost savings from increased energy efficiency, making the business more resilient and competitive.

Our carbon footprint is calculated based on GHG emissions, which measure the total tonnes of carbon dioxide equivalent (“ tCO2e ”) emitted. These emissions are primarily categorised into Scope 1 (direct emissions) and Scope 2 (indirect emissions from energy use). To identify opportunities for reduction, we measure and monitor our CO2 emissions and have begun reporting our Scope 1 and 2 emissions in this Report.

In FY2025, our total GHG emissions are as follows:

Performance Indicator	Unit	FY2025	FY2024	FY2023
F&B Segment
Total GHG emissions	tCO2e	36.21	46.72	44.41
GHG emissions per square feet of operational space	tCO2e / Square Feet	0.02	0.03	0.03
Assisted Living Segment
GHG Scope 1	tCO2e	0.23	-1	-1
GHG Scope 2	tCO2e	10.49	-1	-1
Total GHG emissions	tCO2e	10.72	-1	-1
GHG emissions intensity	tCO2e / Revenue S$’000	0.04	-1	-1

In FY2025, the Group’s total GHG emissions from F&B operations amounted to 36.21 tCO₂e, a reduction from 46.72 tCO₂e in FY2024 and 44.41 tCO₂e in FY2023. The GHG emissions per square feet of operational space for F&B segment decreased to 0.02 tCO₂e in FY2025, compared to 0.03 tCO₂e in both FY2024 and FY2023. This improvement reflects greater energy efficiency and the progressive scaling down of F&B operations.

1 Communa Gold commenced operations in FY2025; therefore, no targets were set in FY2024 for FY2025 and no past performance data were available for benchmarking.

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For the Assisted Living segment, FY2025 marks the first year of reporting GHG emissions. Total emissions for the year were 10.72 tCO₂e, with an intensity of 0.04 tCO₂e per S$’000 revenue. These baseline results provide a foundation for future emissions management and target-setting, as the Assisted Living segment transitions to become the Group’s core business focus.

Looking ahead, the Group intends to prioritise emissions reduction strategies in its Assisted Living segment, including energy efficiency initiatives to further align with its climate commitments.

We have set forth our future GHG emissions targets for the Assisted Living business as follows:

Short-term: Reduce intensity by 3.0%
Medium-term: Reduce intensity by 5.0%
Long-term: Reduce intensity by 7.0%

5.5 Water

The Group recognises the critical importance of conserving water resources as part of our broader commitment to sustainability. Water is a precious resource, and we are dedicated to implementing initiatives that minimise our water footprint while supporting our operational needs. We strive to use water efficiently and responsibly, ensuring that our practices align with our long-term environmental goals. A key component of this effort is the proactive monitoring and management of water usage across all our operations, which allows us to identify areas for improvement and implement targeted conservation measures.

In FY2025, our total water consumption is as follows:

Performance Indicator	Unit	FY2025	FY2024	FY2023
F&B Segment
Total water consumption	cubic meters (m³)	811	1,059	961
Water consumption per square feet of operational space	m³/ Square Feet	0.04	0.05	0.05
Assisted Living Segment
Total water consumption	m³	829	-1	-1
Water consumption intensity	m³/ Revenue S$’000	3.15	-1	-1

In FY2025, the Group’s total water consumption for F&B operations was 811 m³, a reduction compared to 1,059 m³ in FY2024 and 961 m³ in FY2023. The water consumption per square feet of operational space improved to 0.04 m³ in FY2025, down from 0.05 m³ in both FY2024 and FY2023. This decline reflects greater efficiency in water use and the gradual scale-down of F&B operations.

For the Assisted Living segment, FY2025 represents the first year of reporting water consumption. Total water use was 829 m³, with an intensity of 3.15 m³ per S$’000 revenue. These initial measurements establish a baseline that will guide future monitoring and efficiency efforts as the Assisted Living segment becomes the Group’s primary business focus.

1 Communa Gold commenced operations in FY2025; therefore, no targets were set in FY2024 for FY2025 and no past performance data were available for benchmarking.

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Looking ahead, the Group remains focused on minimising water consumption and exploring innovative solutions to reduce water waste. Through continuous evaluation and enhancement of our water management practices, we aim to balance business growth with environmental stewardship, reinforcing our commitment to sustainability.

We have set forth our future water consumption targets for the Assisted Living business as follows:

Short-term: Reduce intensity by 3.0%
Medium-term: Reduce intensity by 5.0%
Long-term: Reduce intensity by 7.0%

5.6 Board and Management Governance

At Autagco, the Board oversees and governs the Group’s approach to ESG and climate-related risks and opportunities. Recognising the increasing importance of climate change in corporate strategy, the Board ensures that ESG and climate considerations are integrated into the Group’s strategic direction and long-term planning. The management also plays a pivotal role in developing and implementing effective mitigation strategies to address potential risks, such as operational disruptions or regulatory compliance challenges, while capitalising on opportunities like energy efficiency. They monitor progress and report on performance relative to ESG targets, identifying and discussing any principal and emerging risks and opportunities with the Board.

Additionally, the Board supports global climate advocacy initiatives, such as the SDGs and TCFD. This alignment demonstrates a commitment to responsible business practices and enhances the Group’s position in a market that increasingly values sustainability.

The Board is committed to continuously enhancing the directors’ skills and knowledge about sustainability issues through participation in ESG training. Directors in office during FY2025, except for one newly appointed first-time Director, have completed the sustainability training courses mandated by the listing rules of the SGX-ST. Mr. Seah Kah Boon, Desmond will complete the mandatory sustainability training courses within one year from his respective date of appointment.

5.7 Managing Climate-Related Risks and Opportunities

5.7.1 Strategy

Autagco has established short, medium, and long-term timeframes to identify climate risks and opportunities. In this process, the Company factored in both the useful life of its assets and infrastructure, together with potential climate-related issues that may emerge over the medium and longer terms.

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Time Frame Year Explanation
Short Term Within the next 1 year Aligns with Autagco’s strategic and financial plan
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Time Frame Short Term	Year Within the next 1year	Explanation Aligns with Autagco’s strategic and fnancialplan
Medium Term	Currentyear till 2030	To meet the Singapore Green Plan 2030
LongTerm	2030 and above	Strivingto stabilise and work towardsgrowth

Identification of Climate-Related Risks and Opportunities

Climate risk and opportunities assessment is a structured approach designed to identify, analyse, and address the potential effects of climate change on the Group. This process enables the Group to evaluate how climate-related risks and opportunities impact business operations, financial performance, and long-term strategic objectives. By proactively assessing these risks, the Group can implement mitigation strategies to minimise negative implications while also identifying ways to capitalise on emerging opportunities in a transitioning economy.

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The Group operates in both the Assisted Living and F&B segments. However, in line with the Strategic Review, the Group has, after the reporting period, progressively ceased its F&B operations. Given this planned transition and the discontinuation of the F&B segment, the climate-related risks and opportunities have been assessed and disclosed solely for the Assisted Living business, which will be the Group’s core focus moving forward.

The climate-related disclosure emphasises the disclosure of material, forward-looking information regarding anticipated financial and operational impacts of climate change. As such, our disclosures centre on the Assisted Living segment, where climate-related factors are expected to have the most significant long-term implications for the Group’s strategy, operations, and stakeholders.

Identifying, reviewing, and managing climate-related risks and opportunities are conducted through peer benchmarking and engagement with Management. Recognising the financial implications of climate change, the Group has also broadened its assessment framework to incorporate qualitative scenario analysis, ensuring a more comprehensive evaluation of potential future impacts. The Group’s assessment on the potential implication of identified climate-related risks is as follows:

S/N	Identifed Climate-related Risk	Risk Type	Time Horizon	Description
Physical Risks
1	Haze and poor air quality (from regional forest fres)	Acute	Short, Medium and Long Term	Exacerbates respiratory conditions common among elderly residents, requiring better indoor air fltration and health responseprotocols.
Transition Risks
2	Enhanced emissions-	Policy and Legal	Short and	Rapid evolution of the regulatory environment for
	reporting obligations		Medium Term	businesses to measure, report, and reduce GHG
				emissions.
3	Public liability insurance	Market	Short Term	Insurers are increasingly factoring climate risk into
	premium hikes			all classes of insurance, not limited to
				property. As climate events intensify, they present
				heightened operational and fnancial risks,
				particularly for the assisted living sector, which
				serves vulnerable populations. Consequently, public
				liability insurers may raise premiums or revise policy
				terms to refect the elevated riskprofle.

The Group has identified the following climate-related opportunity:

S/N	Identifed Climate-related Opportunity	Opportunity Type	Time Horizon	Description
1	Installation of energy-efcient	Energy Source	Short Term	Installing energy-efcient systems (e.g. light emitting
	technology			diode (“LED”) lighting) and retroftting to enhance
				environmental performance and contribute to a
				more comfortable, stable, and climate-resilient living
				environment for residents.

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Climate Scenario Analysis

Climate scenario analysis is a critical tool recommended by TCFD to assess the potential resilience of the Group’s strategic plans against climate-related risks. This forward-looking approach helps businesses understand the business and financial implications of different plausible climate scenarios, enabling us to make informed decisions to mitigate risks and capitalise on opportunities.

A critical aspect of scenario analysis is selecting a set of scenarios that covers a reasonable variety of future outcomes, both favourable and unfavourable. This will allow us to understand better how a business might perform under different outcomes. Below is an overview of the selected climate-related scenarios to evaluate the potential business and financial impact of the identified climaterelated risks and opportunities.

Climate Scenarios

Favourable, Low-Emission Scenario Non-Favourable, High-Emission Scenario (IPCC[2] RCP 2.6) (IPCC[2] RCP 8.5)

This scenario assumes that emissions are reduced significantly by 2050 due to aggressive mitigation measures.
This results in a temperature rise of less than 2ºC due to a policy change, which impacts how businesses operate.
There is a shift to renewable energy sources with a short decline in the use of fossil fuels.
The severity and frequency of extreme weather events such as flooding, heavy precipitation and sea level rise are increasing at a slower rate.
This scenario assumes that emissions continue rising at current rates due to business-as-usual operation.
• This results in a temperature rise of 4ºC due to a lack of coordinated policy actions to limit climate change.
• Economic growth is preferred over climate action, and overconsumption of resources continues.
High dependence on fossil fuels, and only modest rates of technological change and energy intensity improvements occur.
As the globe is warming up, the severity and frequency of extreme weather events such as flooding, heavy precipitation and sea level rise are increasing at a faster rate, which impacts the Group’s operations and value chain.

2 Intergovernmental Panel on Climate Change Representative Concentration Pathway (IPPC RCP), predict how the concentrations of GHG changes in the future as a result of human activities and future trends.

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5.7.2 Risk Management

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Identified Climate- Potential Business and Financial Mitigation Measures Monitoring Effectiveness of
related Risk Impacts Mitigation Measures
Haze and poor Short-term Impact: Communa Gold is considering Effectiveness is monitored by
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air quality (from	Haze occurrences have an immediate	installing air purifers in	maintaining medical track record
regional forest fres)	adverse impact on the respiratory	residential areas to maintain	documentation to identify any
	conditions among elderly residents,	safe indoor air quality. During	increase in respiratory-related
	requiring the suspension of outdoor	haze events, outdoor activities	conditions during haze events.
	activities and afecting residents’	are limited or suspended to
	quality of life. Staf health and	minimise health risks, and	In addition, feedback channels
	attendance may also be afected,	N95 masks are stocked and	such as WhatsApp updates and
	potentially disrupting caregiving	distributed to residents and staf	face-to-face communication with
	services. In response, additional	to ensure adequate protection.	residents and families are used to
	resources will be incurred for		evaluate the adequacy of protective
	protective measures such as N95		measures and make timely
	masks and air purifers, thereby		adjustments where needed.
	increasing operational costs.
	Medium-term Impact:
	Recurring haze events may lead to
	higher healthcare and maintenance
	costs due to increased use of
	ventilation systems or medical
	support. Sustained periods of haze
	and poor air quality may necessitate
	prolonged indoor confnement,
	potentially afecting residents’ physical
	activity levels and emotional well-
	being and social engagement. Over
	time, this may contribute to lower
	overall satisfaction and afect service
	quality.
	Long-term Impact:
	In the long term, sustained poor
	air quality may necessitate facility
	upgrades to improve air fltration and
	environmental resilience. Evolving
	regulatory expectations for indoor
	air quality standards could increase
	compliance obligations and operation
	costs. If not managed efectively,
	such conditions could also afect
	the organisation’s reputation and
	operational sustainability.

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Identified Climate- Potential Business and Financial Mitigation Measures Monitoring Effectiveness of
related Risk Impacts Mitigation Measures
Enhanced Short-term Impact: To address these requirements, The effectiveness of mitigation
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Enhanced	Short-term Impact:	To address these requirements,	Te efectiveness of mitigation
emissions-reporting	In the near term, stricter ESG and	Communa Gold plans to	measures will be monitored by
obligations	climate disclosure requirements may	engage external expertise to	assessing the timeliness and
	necessitate initial enhancements	support the preparation of	completeness of ESG and climate
	to Communa Gold’s governance	climate-related disclosures,	reports.
	structure, data collection, and	ensuring compliance with
	documentation processes. Tis	regulatory expectations and	Accuracy will also be evaluated by
	may lead to modest increases in	alignment with recognised	tracking the corrections required
	administrative workload and the	standards.	in emissions reports to maintain
	need for staf upskilling to support		high reliability and transparency in
	preliminary reporting readiness.	Communa Gold also	disclosures.
	Medium-term Impact:	intends to strengthen its internal governance and	Internal audit fndings will also be
	As reporting frameworks become	documentation processes to	used to assess governance adequacy
	more comprehensive and the	enhance accountability and	and identify areas for continuous
	Company prepares for mandatory	preparedness for upcoming	improvement in the reporting
	climate disclosures, compliance	reporting requirements. Te	process.
	costs are expected to rise. Tese may	Company plans to establish
	include additional manpower for data	clearly defned oversight roles
	management and analysis, engagement	for sustainability management
	of consultants for advisory support,	and implementing structured
	and internal audit expenses to ensure	review and approval processes
	the accuracy and integrity of reported	for data and disclosures.
	information.	Tese measures will ensure
		that sustainability reporting
	Long-term Impact:	is accurate, transparent,
	In long term, with SGX requirements	and aligned with regulatory
	mandating climate reporting for non- STI listed companies from fnancial	expectations.
	years beginning on or afer 1 January
	2030, Communa Gold may face
	sustained costs related to ongoing
	compliance and potentially mandatory
	external assurance of climate-related
	disclosures.

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Identified Climate- Potential Business and Financial Mitigation Measures Monitoring Effectiveness of
related Risk Impacts Mitigation Measures
Public liability Short-term Impact: Communa Gold is The effectiveness of these measures
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Public liability	Short-term Impact:	Communa Gold is	Te efectiveness of these measures
insurance premium	As an assisted living operator	strengthening facility safety by	is monitored by tracking the
hikes	responsible for vulnerable populations,	implementing initiatives such	number and severity of liability
	Communa Gold faces heightened	as installing non-slip fooring,	incidents linked to climate events,
	exposure to liability claims if facilities	upgrading haze fltration,	including cases of heatstroke,
	are perceived as failing to provide	and introducing hydration	respiratory issues, rainy slips.
	adequate climate resilience (e.g.,	monitoring to protect residents
	cooling systems during heatwaves, air	during climate-related events.	Communa Gold also monitors
	quality protections during haze, or slip		changes in insurance premiums
	prevention during heavy rains). Tis	Communa Gold also conducts	and analyses insurer feedback
	could also afect Communa Gold’s	climate risk assessments to	to better understand its climate
	reputation and stakeholder trust,	identify potential liability	risk exposure and adapt its risk
	afecting revenue stability.	exposures and ensure	management strategies accordingly.
		preparedness. In addition,
	Public liability insurers are also	climate-related safety
	increasingly factoring climate-related	considerations are embedded
	risks into pricing models. Communa	into resident care protocols
	Gold may face signifcant increases in	and emergency procedures
	annual premiums, which will add to	to reduce risks and improve
	operational costs.	resilience.

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Identified Climate- Potential Business and Financial Strategy to Capitalise Monitoring of Strategy
related Opportunity Impacts Opportunity Effectiveness
Installation of energy- Short-term Impact: Communa Gold has begun The effectiveness of this strategy
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Installation of energy-	Short-term Impact:	Communa Gold has begun	Te efectiveness of this strategy
efcient technology	Installing energy-efcient technologies	investing in LED lighting across	will be monitored by tracking
	can signifcantly improve operational	its facilities and will continue	monthly energy consumption
	efciency while lowering overall	to explore and adopt other	and cost trends across
	utility costs. By reducing energy	emerging energy-efcient	facilities. Performance will
	consumption, Communa Gold can	technologies where feasible.	also be benchmarked against
	achieve direct fnancial savings	Tis forward-looking approach	historical data to evaluate
	through reduced energy expenses	ensures the Company can	improvements and identify
	while also strengthening its	continually enhance efciency	further opportunities for energy
	environmental performance.	while supporting climate-	efciency.
		relatedgoals.

5.7.3 Metrics and Targets

Autagco systematically track, measures, and reports our environmental performance, focusing on key metrics such as carbon footprint, energy consumption, water usage, and environmental compliance. By closely monitoring these indicators, we can identify significant climate-related risks and refine our efforts to address them effectively. Section 3, titled “Our ESG Ambition and Strategic Targets” and Section 5 “Environmental Sustainability” provides more information on these metrics.

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6. SOCIAL RESPONSIBILITY

6.1 Our Approach, Targets and Performance

Social responsibility is a cornerstone of sustainable business practices, reflecting the Group’s commitment to our employees and customers and compliance with relevant laws and regulations. Employees are the backbone of our Company, and prioritising their safety and well-being fosters a motivated and engaged workforce. Similarly, businesses are responsible to customers by delivering high-quality, safe, ethically sourced products. We can build trust and foster long-term loyalty by prioritising customer needs and maintaining transparency.

Equally important is adherence to all relevant laws and regulations, which form the foundation of ethical business operations. Compliance demonstrates respect for legal frameworks, mitigates risks of penalties or reputational damage, and ensures fair treatment of stakeholders. Moreover, it aligns the Group with broader societal goals, such as environmental sustainability, labour rights, and consumer protection. By embracing social responsibility towards employees, customers, and legal compliance, the Group aim to contribute positively to their communities, strengthen stakeholder relationships, and secure long-term success.

The details of our performance are shown as follows:

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FY2025 FY2025 FY2024
Performance Indicator Unit
Targets Performance Performance
34.0
Employee Turnover [3] Percentage (%) To retain talent and supports growth 72.4
(Target Met)
-
Number of workplace incidents Number To maintain zero workplace incidents (Target Met) -
-
Non-compliance with regulations related Number To maintain zero non-compliance -
to food and health safety cases (Target Met)
To maintain zero discrimination -
Number of discrimination incidents Number -
incidents (Target Met)
-
Number of non-compliance with social Number To maintain zero non-compliance -
and economic laws and regulations cases (Target Met)
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In FY2025, the Group continued to strengthen its focus on employee well-being, workplace safety, and regulatory compliance. We successfully achieved all our ESG-related performance targets set for the year.

Employee turnover improved significantly, decreasing from 72.4% in FY2024 to 34.0% in FY2025, reflecting our ongoing restructuring efforts and support to sustainable workforce growth. At the same time, we maintained a strong safety culture, recording zero workplace incidents throughout the year.

On regulatory compliance, the Group achieved zero cases of non-compliance related to food and health safety, social and economic laws, or other relevant regulations. Likewise, we upheld our commitment to diversity, equity, and inclusion, with no incidents of discrimination reported.

These results underscore our commitment to building a safe, inclusive, and compliant workplace, while fostering talent retention and supporting long-term business growth.

3 The turnover rate is calculated using the number of resigned employees during the year divided by average headcount of the staff during the entire year.

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6.2 Occupational Health and Safety

The Group firmly believes that our workforce is the cornerstone of our success, and we prioritise ensuring their safety, health, and well-being. Recognising that a safe work environment is fundamental to employee satisfaction, productivity, and morale, we are committed to fostering a robust safety culture throughout the Group.

In FY2025, we are pleased to report that there were no reportable work-related injuries, demonstrating the effectiveness of our safety initiatives and the collective dedication of our workforce to maintaining a secure workplace. Building on this achievement, we remain steadfast in achieving zero workplace incidents in the years ahead. Our adherence to the Singapore Workplace Safety and Health (“ WSH ”) Act provides a strong framework for our safety practices, guiding us in implementing stringent safety measures across all operational facilities.

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||||||
|---|---|---|---|---|
|Performance Indicator|Unit|FY2025|FY2024|FY2023|
|Number of workplace incidents|Number|-|-|-|

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We aim to continuously enhance our safety standards by adopting best practices and engaging employees in meaningful discussions about safety improvements. By maintaining our focus on workplace safety, we seek to comply with regulatory requirements and exceed them, setting a benchmark for excellence in employee care and well-being.

We have set forth our occupational health and safety targets as follows:

No workplace incident record in FY2026 and beyond.

6.3 Customer Health and Safety

At Autagco, we place immense value on customer health and safety. We understand that providing safe, nutritious, and enjoyable food and beverage products is not just a responsibility but a core value that drives every aspect of our business. Ensuring the well-being of our valued customers requires strict adherence to the highest standards of food safety, hygiene, and quality across all stages of our operations.

For the F&B segment, all food preparation and handling employees must attend the Food Safety Course conducted by Food Hygiene Training Providers approved by the Singapore Food Agency (“ SFA ”). This rigorous training equips our food handlers at retail establishments with comprehensive knowledge and practical application skills to follow food safety procedures, adhere to hygiene policies, and uphold the cleanliness and maintenance of our premises. By ensuring our workforce is well-trained, we mitigate risks and reinforce a culture of accountability and excellence in food safety.

As part of our commitment to continuous improvement, we remain vigilant in monitoring compliance with food safety regulations and industry best practices. Our goal is to maintain a spotless record of compliance, ensuring that there are no incidents of regulatory breaches related to food safety or hygiene. By prioritising these efforts, we safeguard our customers’ health and safety and strengthen their trust and confidence in our brand.

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|---|---|---|---|---|
|Performance Indicator|Unit|FY2025|FY2024|FY2023|
|Non-compliance with regulations related to food and health safety|Number|-|-|-|

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6.4 Board and Employee Diversity

Autagco is dedicated to cultivating a diverse and inclusive work environment where every employee is valued and respected. We can enhance creativity and problem-solving by bringing together individuals with different backgrounds, perspectives, and experiences. Additionally, a diverse workforce signals to potential employees that we are committed to inclusivity and equal opportunity, making it an attractive workplace.

Our board diversity, workforce diversity, employment position and employment status are shown as follows:

Board Diversity:

Board Diversity Unit	FY2025	FY2024	FY2023
Directorship Concentration
Board of Directors Number of Headcount	6	5	5
Type of Directorships
Executive Directorship Number of Headcount	2	2	2
Non-Executive Directorship Number of Headcount	4	3	3
*Percentage (%)*
Executive Directorship Proportion	33.3%	40.0%	40.0%
Non-Executive Directorship Proportion	66.7%	60.0%	60.0%
Gender Diversity
Male Number of Headcount	4	3	3
Female Number of Headcount	2	2	2
*Percentage (%)*
Male Proportion	66.7%	60.0%	60.0%
Female Proportion	33.3%	40.0%	40.0%
Age Diversity
< 30 Number of Persons	-	-	-
30 to 50 Number of Persons	3	1	3
> 50 Number of Persons	3	4	2
*Percentage (%)*
< 30 Proportion	-	-	-
30 to 50 Proportion	50.0%	20.0%	60.0%
> 50 Proportion	50.0%	80.0%	40.0%

At Autagco, board diversity is fundamental to effective governance and strategic decision-making. As such, the Company adopted a board diversity policy to promote and maintain diversity in the appointment and composition of the Board. A diverse composition ensures that the Board brings varied perspectives, insights, and approaches to addressing the complexities of today’s business environment.

We have set forth our board diversity target as follows:

We aim to continue to foster a balanced representation of skills, knowledge, and viewpoints, and we enhance the Board’s ability to navigate challenges, seize opportunities, and drive sustainable growth.

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Employee Diversity:

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Particulars Unit FY2025 FY2024 FY2023
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Executive Directors	Number of Persons	2	2	2
Senior Management	Number of Persons	2	1	2
Manager	Number of Persons	3	4	9
Non-Manager	Number of Persons	15	18	20
Total	Number of Persons	22	25	33
*Percentage (%)*
Executive Directors	Proportion	9.1%	8.0%	6.1%
Senior Management	Proportion	9.1%	4.0%	6.1%
Manager	Proportion	13.6%	16.0%	27.3%
Non-Manager	Proportion	68.2%	72.0%	60.5%

Gender Distribution:

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Particulars Unit FY2025 FY2024 FY2023
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Gender
Male	Number of Persons	5	6	9
Female	Number of Persons	17	19	24
Total	Number of Persons	22	25	33
*Percentage (%)*
Male	Proportion	22.7%	24.0%	27.3%
Female	Proportion	77.3%	76.0%	72.7%

Age Group Distribution:

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Particulars Unit FY2025 FY2024 FY2023
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Age Group
< 30	Number of Persons	5	9	12
30 to 50	Number of Persons	8	10	16
> 50	Number of Persons	9	6	5
Total	Number of Persons	22	25	33
*Percentage (%)*
< 30	Proportion	22.7%	36.0%	36.4%
30 to 50	Proportion	36.4%	40.0%	48.5%
> 50	Proportion	40.9%	24.0%	15.1%

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Ethnic Group Distribution:

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Particulars Unit FY2025 FY2024 FY2023
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Ethnic Group
Chinese	Number of Persons	12	12	23
Malay	Number of Persons	6	9	4
Indian	Number of Persons	-	-	2
Tai	Number of Persons	1	1	1
Kinh	Number of Persons	-	-	1
Filipino	Number of Persons	3	3	2
Total	Number of Persons	22	25	33
*Percentage (%)*
Chinese	Proportion	54.6%	48.0%	69.7%
Malay	Proportion	27.3%	36.0%	12.1%
Indian	Proportion	-	-	6.1%
Tai	Proportion	4.5%	4.0%	3.0%
Kinh	Proportion	-	-	3.0%
Filipino	Proportion	13.6%	12.0%	6.1%

We have set forth our employee diversity target as follows:

We aim to foster a diverse and inclusive workplace, focusing on merit-based hiring and promotions, ensuring equal opportunities for skill development, and holding leadership accountable for progress while continually measuring and adapting our efforts.

New Hire Distribution:

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Particulars Unit FY2025 FY2024 FY2023
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Gender
Male	Number of Persons	2	5	5
Female	Number of Persons	3	8	19
Total	Number of Persons	5	13	24
*Percentage (%)*
Male	Proportion	40.0%	38.5%	20.8%
Female	Proportion	60.0%	61.5%	79.2%
Age Group
< 30	Number of Persons	1	5	9
30 to 50	Number of Persons	1	4	11
> 50	Number of Persons	3	4	4
Total	Number of Persons	5	13	24
*Percentage (%)*
< 30	Proportion	20.0%	38.4%	37.5%
30 to 50	Proportion	20.0%	30.8%	45.8%
> 50	Proportion	60.0%	30.8%	16.7%

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Particulars Unit FY2025 FY2024 FY2023
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Ethnic Group
Chinese	Number of Persons	4	7	16
Malay	Number of Persons	-	5	4
Indian	Number of Persons	-	-	2
Kinh	Number of Persons	-	-	1
Filipino	Number of Persons	1	1	1
Total	Number of Persons	5	13	24
*Percentage (%)*
Chinese	Proportion	80.0%	53.8%	66.7%
Malay	Proportion	-	38.5%	16.6%
Indian	Proportion	-	-	8.3%
Kinh	Proportion	-	-	4.2%
Filipino	Proportion	20.0%	7.7%	4.2%

Employee Turnover Distribution:

	Particulars Unit	FY2025	FY2024	FY2023
Gender
Male	Number of Persons	3	7	4
Female	Number of Persons	5	14	5
Total	Number of Persons	8	21	9
*Percentage (%)*
Male	Proportion	37.5%	33.3%	44.4%
Female	Proportion	62.5%	66.7%	55.6%
Age Group
< 30	Number of Persons	3	8	3
30 to 50	Number of Persons	3	10	5
> 50	Number of Persons	2	3	1
Total	Number of Persons	8	21	9
*Percentage (%)*
< 30	Proportion	37.5%	38.1%	33.3%
30 to 50	Proportion	37.5%	47.6%	55.6%
> 50	Proportion	25.0%	14.3%	11.1%
Ethnic Group
Chinese	Number of Persons	4	18	9
Malay	Number of Persons	3	-	-
Indian	Number of Persons	-	2	-
Kinh	Number of Persons	-	1	-
Filipino	Number of Persons	1	-	-
Total	Number of Persons	8	21	9
*Percentage (%)*
Chinese	Proportion	50.0%	85.7%	100.0%
Malay	Proportion	37.5%	-	-
Indian	Proportion	-	9.5%	-
Kinh	Proportion	-	4.8%	-
Filipino	Proportion	12.5%	-	-

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Due to a leadership transition in FY2024, the Group’s employee turnover increased from 36.0% in FY2023 to 72.4% in FY2024. However, with strengthened employee engagement and retention initiatives, turnover was reduced to 34.0% in FY2025. As we move forward, the Group will continue to focus on fostering a resilient culture that retains talent, supports growth, and aligns with the Group’s strategic objectives.

We have set forth our employee turnover target to maintain employee turnover at less than 35% for FY2026 and beyond.

Additionally, the Group strictly prohibits discrimination, bullying, or harassment based on race, religion, gender, colour, age, disability, or any other legally protected characteristic. We are committed to operating in a racially, culturally, and geographically diverse environment.

In FY2025, the Group did not encounter any discrimination incidents.

Performance Indicator	Unit	FY2025	FY2024	FY2023
Number of discrimination incidents	Number	-	-	-

We have set forth our non-discrimination target as follows:

We aim to continue to maintain zero cases in FY2026 and beyond.

6.5 Fair Employment

At Autagco, our Human Resource (“ HR ”) management principles and policies are built upon fair employment practices, reflecting our commitment to fostering a supportive, equitable, and dynamic workplace. The Tripartite Alliance for Fair and Progressive Employment Practices (“ TAFEP ”) guides our HR practices, which ensure our adherence to fair employment standards and alignment with Singapore’s best practices. This commitment underscores our dedication to upholding fairness, inclusivity, and progressive workplace policies that respect diversity and foster equal employee opportunities.

Our policies are also thoughtfully designed to attract, support, and retain a motivated and engaged workforce, recognising that our people are integral to the Group’s success. To this end, our HR policies comprehensively address key areas, including competitive compensation, comprehensive benefits, health and safety standards, and robust career development opportunities. To ensure transparency and alignment, all employees have a detailed Employee Handbook, which provides a comprehensive guide to our HR policies and expectations.

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Our profiles for local and foreign employees, union members and collective bargaining are presented below.

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Unit FY2025 FY2024 FY2023
Employee Profile
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Total Number of Employees (Year End)	Number of Persons	22	25	33
Number of Employees (Location-wise)
Local	Number of Persons	17	17	23
Foreign	Number of Persons	5	8	10
*Percentage (%)*
Local	Proportion	77.3%	68.0%	69.7%
Foreign	Proportion	22.7%	32.0%	30.3%
Number of Employees(Union Member-wise)
Union Member	Number of Persons	-	-	-
Not a Union Member	Number of Persons	22	25	33
*Percentage (%)*
Union Member	Proportion	-	-	-
Not a Union Member	Proportion	100.0%	100.0%	100.0%

Autagco understands that offering fair wages and ample opportunities for growth and development is critical to enhancing employee satisfaction and retention. These efforts contribute to a positive workplace culture and reinforce the Group’s reputation as an employer of choice. We hope to strengthen the Group’s capabilities by attracting and nurturing top talent and driving sustainable growth.

6.6 Safety, Health and Well-being of Residents

The safety, health, and overall well-being of our residents form the foundation of Communa Gold’s Assisted Living operations and service philosophy. We recognise that residents in our assisted living facilities may have unique health conditions, mobility limitations, and increased vulnerability to safety risks. In response, we have implemented comprehensive policies and procedures to safeguard their physical, mental, and emotional well-being, ensuring that every resident under our care can live with dignity, comfort, and security in a supportive environment.

Our safety framework covers critical areas, including:

Nutrition and Food Safety – We follow strict Food Preparation Guidelines to provide nutritious, customised meals that cater to each resident’s medical needs, dietary restrictions, and personal preferences, while adhering to stringent food safety protocols to prevent foodborne illnesses.
Fire Safety Preparedness – Robust Fire Safety Guidelines to ensure prevention, early detection, and safe evacuation procedures, supported by regular staff training and resident awareness programmes.
Fall Prevention and Infection Control – Our Fall Prevention and Infection Control Guidelines include proactive fall risk assessments, environmental safety enhancements, and hygiene protocols to reduce infection risks, complemented by vaccination drives and outbreak management plans.
Incident Management and Reporting – We maintain transparent and timely Incident Reporting Guidelines to ensure that all significant incidents, whether medical emergencies, safety concerns, or data breaches, are swiftly addressed, investigated, and resolved to prevent recurrence.

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Medical Emergency Response – Our Medical Emergency Response Guidelines enable rapid and coordinated action during health crises, including first aid administration, activation of emergency medical services, family notification, and continuous health monitoring.
Comprehensive Ongoing Assessment – Residents undergo regular assessment, quarterly or when significant changes occur, to evaluate their physical, cognitive, emotional, and social well-being. Where appropriate, standardised assessment tools are used, guided by professional expertise. Examples include dementia screenings, fall risk assessments, and other conditionspecific evaluations to identify needs and adjust care plans accordingly proactively.

Beyond physical safety, we prioritise residents’ emotional and social well-being by fostering a supportive, respectful environment and encouraging active participation in communal activities. Regular staff training, performance audits, and continuous improvement initiatives ensure that our safety and care protocols remain effective, responsive, and aligned with best practices in elder care.

Communa Gold strives to create an environment where residents feel safe, valued, and supported in all aspects of their lives through these integrated measures.

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Performance Indicator Unit FY2025
Number of residents fall incidents Number -
Number of grievances cases Number -
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We have set forth the following targets for safety, health, and well-being of residents:

We aim to maintain zero residents fall incidents in FY2026 and beyond.
We aim to maintain zero grievances cases in FY2026 and beyond.

6.7 Accessibility for Residents

At Communa Gold, we believe that a truly supportive assisted living environment enables every resident to navigate our facilities safely, comfortably, and with dignity, regardless of mobility, sensory, or cognitive abilities. Accessibility is integral to our care philosophy and essential for promoting independence, reducing injury risks, and enhancing residents’ overall quality of life.

To achieve this, we maintain a comprehensive Facility Accessibility Checklist that covers critical aspects such as the installation of supportive fixtures (e.g., handrails, grab bars), the use of non-slip flooring, wheelchair-friendly layouts, adequate lighting, ergonomic furniture, and the provision of safe, accessible bathrooms and hygiene facilities. This checklist serves as a proactive tool to identify and address potential barriers before they pose safety risks. It goes beyond compliance with safety standards; it is a cornerstone of our resident care approach. By systematically ensuring barrier-free access, we reduce the likelihood of falls, injuries, and mobility challenges and promote confidence, autonomy, and an improved quality of life for residents. These efforts contribute to higher resident satisfaction, foster trust with families, and strengthen our reputation as a care provider prioritising safety and dignity.

Our staff are trained to identify and promptly address accessibility barriers, and we work closely with residents and their families to implement reasonable adjustments tailored to individual needs.

Through regular reviews and continuous improvements guided by this checklist, we ensure that accessibility is not an afterthought, but an embedded principle in the design, operation, and enhancement of our facilities.

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6.8 Elder Rights and Dignity

At Communa Gold, we recognise that safeguarding the rights and dignity of our residents is fundamental to our mission of delivering high-quality, person-centred eldercare. We are committed to ensuring that every resident is treated with respect, autonomy, and compassion, in alignment with best practices, regulatory requirements, and international frameworks such as the World Health Organisation’s Quality of Life (“ WHOQOL ”) Framework.

Pre-Admission Assessment

Respecting our residents’ dignity, autonomy, and rights begins from the first stage of care. We conduct a comprehensive PreAdmission Assessment to ensure every resident’s needs, preferences, and goals are recognised and respected. This assessment covers key domains such as activities of daily living, instrumental activities of daily living, safety and mobility concerns, social and emotional needs, and medical requirements.

By identifying each resident’s unique circumstances, including mobility levels, dietary preferences, emotional well-being, and medical conditions, we can design individualised support plans that prioritise quality of life, independence, and personal choice. This approach ensures that residents are not treated as passive recipients of care, but as individuals with rights to dignity, selfdetermination, and meaningful engagement in daily life.

Person-Centred Care Approach

Our operations are guided by a Standard Operating Procedure (“ SOP ”) that promotes safety, efficiency, consistency, and client well-being. The Individualised Support Plan (“ ISP ”) is at the heart of this approach, developed collaboratively with residents, families, and healthcare professionals. Each ISP is tailored to residents’ needs and aspirations, with measurable, achievable, relevant, and time-bound goals. These plans are regularly reviewed and revised to reflect changing health conditions, preferences, or outcomes, ensuring care remains responsive and personalised.

Nutrition and Dignified Dining

Nutrition is a critical component of dignity and quality of life. Upon admission, residents undergo dietary assessments considering health needs, allergies, and cultural or religious preferences. Our menus are nutritionally balanced, evidence-based, and professionally guided. Caregivers receive training to provide dignified assistance with eating when required, while hydration monitoring ensures residents maintain adequate fluid intake. Dining is designed to be a pleasant, social experience that reinforce autonomy, community and emotional connection.

Protection of Rights

We actively uphold residents’ rights through transparent practices, including education on client rights, confidentiality, and privacy. Our grievance policy provides residents and families with a safe avenue to voice concerns, ensuring timely and fair resolution without retaliation. We operate under a strict zero-tolerance policy for abuse, whether physical, emotional, financial, or through neglect, supported by clear reporting procedures and immediate response protocols.

Staffing and Training

The dignity and rights of residents are reinforced through adequate staffing ratios, ensuring attentive and timely care. Caregiver ratios are maintained at approximately 1 caregiver to every 3 to 4 residents, with operational managers overseeing 3 to 4 facilities each. All staff undergo mandatory induction and annual training on key topics such as dementia care, first aid, infection control, emergency procedures, abuse prevention, and person-centred care philosophy. Specialised training is also provided for conditions such as diabetes, fall prevention, and stroke recovery, as well as on dignified meal preparation and activity facilitation.

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In line with our commitment to training and development, the Company aims to establish mechanisms to track and disclose employee training hours in future reports.

We continuously monitor care outcomes and gather feedback from residents and families to refine our practices. This ensures that dignity, autonomy, and respect are not just guiding principles but lived experiences for every resident at Communa Gold. We affirm our responsibility to protect human rights and uphold elder dignity as an integral part of quality care and sustainable operations through these measures.

6.9 Compliance with Social and Economic Laws and Regulations

At Autagco, the Board and Management fully understand the importance of maintaining regulatory compliance with social and economic laws and regulations. Adherence to these requirements is fundamental to sustainable business operations, so we ensure that all aspects of our business activities align with the legal and regulatory standards of the jurisdictions in which we operate and the Group’s internal policies and procedures.

Our proactive approach to compliance involves regular monitoring and internal audits to identify and address potential gaps. In the event of a regulatory issue, we are committed to taking immediate corrective action to resolve the matter swiftly and effectively, minimising any potential impact on our operations or reputation. This responsiveness underscores our dedication to upholding ethical business practices and safeguarding stakeholder trust.

For FY2025, there were no incidents of fines or non-monetary sanctions for non-compliance with laws and regulations in the social and economic areas.

Performance Indicator	Unit	FY2025	FY2024	FY2023
Non-compliance with social and economic laws and regulations	Number	-	-	-

We have set forth our compliance target as follows:

We aim to ensure that any allegations received are promptly addressed and maintain zero incidents of non-compliance for FY2026 and beyond.

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7. GOVERNANCE

7.1 Our Approach, Targets and Performance

Compliance with rules and regulations is paramount. The Group strictly adheres to the local laws and industry regulations relating to corporate governance, risk management, and code of conduct, including anti-bribery, anti-corruption, fraud and confidentiality.

We are pleased to announce that in FY2025, there were no reported cases of bribery, corruption, or regulatory non-compliance. The Group will ensure strict compliance with applicable laws and regulations.

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Performance Indicator Unit FY2025 Target FY2025 Performance FY2024 Performance
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Reported incidents of bribery and corruption	Number	Maintain zero reported incidents	- (Target Met)	-
Reported incidents of non-compliance	Number	Maintain zero reported incidents	- (Target Met)	-

7.2 Corporate Governance

The Group is deeply committed to enhancing accountability and transparency by upholding the highest business ethics and corporate governance standards across all facets of our operations. This commitment underpins our efforts to build and maintain trust with stakeholders, including customers, employees, investors, and regulatory bodies. We recognise that sound corporate governance practices are essential for fostering long-term sustainability and driving value creation.

To guide ethical decision-making and promote a consistent Group culture, we have developed an SOP that establishes clear principles and practices for addressing matters with moral implications. The SOP serves as a practical and accessible resource for employees, providing clear guidelines on professional conduct in interactions with customers, suppliers, and colleagues. By fostering ethical behaviour, the SOP helps safeguard the integrity of our operations and strengthens internal and external relationships.

Our overarching governance framework is further reinforced by key policies and procedures, including:

An Employee Handbook that addresses employee rights, responsibilities, and workplace policies
Rigorous investment processes that ensure financial decisions align with the Group’s strategic and ethical priorities
A Code of Conduct that sets out the rules and values employees are expected to follow within the Group and the standards they are expected to uphold.

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7.3 Anti-Bribery and Anti-Corruption

The Group maintains a strict zero-tolerance policy toward bribery and corruption. Employees are expected to perform their duties with utmost integrity, act fairly and professionally, and refrain from any involvement in bribery, corruption, or activities that could misuse their positions to the detriment of the Group’s interests.

A whistleblowing mechanism is in place to ensure robust corporate governance. It provides employees and stakeholders with a confidential and secure channel to report unethical behaviour, fraud, or violations of the Group’s policies and regulations. Depending on the nature of the concern raised or information provided, the investigation will be conducted involving one or more of the following parties: (i) the Audit Committee, (ii) the external auditor of the Group, and (iii) the relevant regulators or authorities.

This mechanism helps detect and address issues early, preventing potential financial losses and reputational damage and promotes a culture of transparency and accountability within the Group. By encouraging whistleblowing, the Group demonstrates commitment to ethical practices and legal compliance, fostering trust among employees, investors, and the public. Whistleblowing reports can be reported verbally or in writing to the Audit Committee for any suspected misconduct with full details and supporting evidence at [email protected].

We have set forth our anti-bribery and anti-corruption target as follows:

We are committed to high standards of conduct and ethical behaviour in all our business activities and supporting a culture of compliance and good corporate governance with zero reported incidents of corruption in FY2026 and beyond.

7.4 Risk Management

The Board recognises the importance of maintaining a sound system of risk management to safeguard the shareholders’ interests and the Group’s assets and manage risk. As such, the Group has previously undergone a comprehensive risk assessment process and implemented a risk management framework.

The thorough risk assessment has enabled the Group to identify, analyse, and prioritise potential risks that could impact operations, strategy, and financial performance. By understanding these risks, the Group has developed internal controls to minimise potential disruptions and safeguard our assets and reputation.

Our four cornerstones of effective risk management and sound internal controls are as follows:

Board oversight policies and their implementation
Management to ensure sound policies, adequate and effective procedures, and robust systems are in place
Competent personnel in compliance, controls, risk management and audit functions
Integration of prudent risk limits with appropriate risk measurements, monitoring and reporting

The risk management framework has provided a structured and integrated approach to managing risks across all levels of the Group. It ensures that risk management is embedded into decision-making processes and aligns with the Group’s objectives and strategic goals. This framework also fosters a culture of accountability and awareness, enabling employees to recognise and address risks in their respective areas of responsibility.

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7.5 Regular Compliance Updates

The Group remains committed to upholding high standards of corporate governance and regulatory compliance as foundational pillars of sustainable business practices. In an ever-evolving legal and regulatory landscape, staying informed is critical to ensuring long-term resilience and responsible operations. In line with this commitment, the Company Secretary and Sponsor regularly provide the Board with comprehensive updates on new laws, regulations, and policies that may impact the Group’s operations. These updates ensure that the Board remains well-informed of its compliance obligations and is equipped to guide the Group in navigating regulatory changes effectively.

Beyond regulatory matters, the Board actively engages in meaningful discussions to address the dynamic commercial and operational risks faced by the Group. These exchanges during formal Board meetings and informal interactions foster collaboration and strategic alignment among the Chairman and Directors. Such discussions can contribute to the identification of emerging risks and opportunities, enabling the Board to provide timely and informed oversight on critical issues affecting the Group’s business environment.

By maintaining a proactive approach to compliance and risk management, the Group demonstrates its commitment to robust governance, operational resilience, and long-term value creation. These efforts not only safeguard the Group against regulatory challenges but also strengthen stakeholder confidence in the Group’s leadership and ethical standards.

We have set forth our corporate governance target as follows:

We will continue to comply with the Code of Corporate Governance and meet all requirements that are expected of us by our stakeholders for FY2026 and beyond.

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GRI Index

GRI Index
Statement of Use	Autagco Ltd. has reported with reference to the GRI Standards for theperiod 1 August 2024 to 31 July2025.
GRI 1 used	GRI 1: Foundation 2021

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GRI Reference Disclosure Reference [4]
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GRI Reference	GRI Reference	Disclosure	Reference4

General Standard Disclosure
General Disclosures 2021	2-1	Organisation details	SR Section 1.2
	2-2	Entities included in the organisation’s sustainability reporting	SR Section 1.4
	2-3	Reporting period, frequencyand contactpoint	SR Sections 1.3 & 2.4
	2-4	Restatements of information	Not applicable as there are no restatements of information.
	2-5	External Assurance	SR Section 1.3
	2-6	Activities, value chain and other business relationships	AR
	2-7	Employees	SR Section 6.4 & 6.5
	2-8	Workers who are not employees	Caregivers supporting Communa Gold’s residents are engaged through external serviceproviders.
	2-9	Governance structure and composition	SR Section 5.6 & 6.4 AR: Corporate Governance Report
	2-10	Nomination and selection of the highestgovernance body	AR: Corporate Governance Report
	2-11	Chair of the highestgovernance body	AR: Corporate Governance Report
	2-12	Role of the highest governance body in overseeing the management of impacts	SR Section 1.1 & 6.4 AR: Corporate Governance Report
	2-13	Delegation of responsibility for managing impacts	SR Section 1.1, 5.6 & 7 AR: Corporate Governance Report
	2-14	Role of the highest governance body in sustainability reporting	SR Section 1.1 & 5.6
	2-15	Conficts of Interest	AR: Corporate Governance Report
	2-16	Communication of critical concerns	SR Section 7.3 AR: Corporate Governance Report
	2-17	Collective knowledge of the highestgovernance body	AR: Corporate Governance Report
	2-18	Evaluation of the performance of the highest governance body	AR: Corporate Governance Report
	2-19	Remunerationpolicies	AR: Corporate Governance Report
	2-20	Process to determine remuneration	AR: Corporate Governance Report
	2-21	Annual total compensation ratio	Not provided due to confdentiality constraints.
	2-22	Statement on sustainable development strategy	SR Section 1.1 & 2.1
	2-23	Policycommitments	SR Section 2 to 7
	2-24	Embedding policycommitments	SR Section 2 to 7

4 AR = Annual Report, SR = Sustainability Report (i.e., this Report).

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GRI Reference	GRI Reference	Disclosure	Reference4

General Disclosures 2021	2-25	Processes to remediate negative impacts	SR Section 7.3 AR: Corporate Governance Report
	2-26	Mechanisms for seeking advice and raising concerns	SR Section 7 AR: Corporate Governance Report
	2-27	Compliance with laws and regulations	SR Section 7 AR: Corporate Governance Report
	2-28	Membershipassociations	No MembershipAssociations
	2-29	Approach to stakeholder management	SR Section 2.2 AR: Corporate Governance Report
	2-30	Collective bargaining agreements	Not applicable as none of the Group’s employees are involved in any union organisations.
Material topics 2021	3-1	Process to determine material topics	SR Section 2.3
	3-2	List of material topics	SR Section 2.3
	3-3	Management of material topics	SR Section 2.3
Economic
Economic Performance	201-1	Direct economic value generated and distributed	SR Section 4.1 AR
Anti- corruption	205-3	Confrmed incidents of corruption and actions taken	SR Section 6.9, 7.1 & 7.3
Environment
Energy	302-1	Energyconsumption within the organisation	SR Section 5.3
	302-3	Energyintensity	SR Section 5.3
	302-4	Reduction of energyconsumption	SR Section 5.3
Water	303-5	Water consumption	SR section 5.5
Emissions	305-1	Direct (Scope 1) GHG emissions	SR Section 5.4
	305-2	Energyindirect (Scope 2) GHG emissions	SR Section 5.4
	305-4	GHG emissions intensity	SR Section 5.4
Waste	306-2	Management of signifcant waste-related impacts	SR Section 5.2
Social
Employment	401-1	New employee hires and employee turnover	SR Section 6.4
Occupational Health and Safety	403-9	Work-related injuries	SR Section 6.2
Diversity and Equal Opportunity	405-1	Diversity of governance bodies and employees	SR Section 6.4
Non- discrimination	406-1	Incidents of discrimination and corrective actions taken	SR Section 6.4
Customer Health and Safety	416-2	Incidents of non-compliance concerning the health and safety impacts of products and services	SR Section 6.3, 6.6 & 6.9

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TCFD Index

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Governance	Describe the board of directors’ oversight of climate-related risks and opportunities.	SR Section 5.6
	Describe management’s role in assessingand managingrisks and opportunities.
Strategy	Describe the climate-related risks and opportunities the organisation has identifed over the short, medium, and longterm.	SR Section 5.7.1
	Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy, and fnancialplanning.
	Describe the resilience of the organisation’s strategy, taking into consideration diferent climate-related scenarios, includinga 2°C or lower scenario.
Risk management	Describe the organisation’s processes for identifying and assessing climate-related risks.	SR Section 5.7.2
	Describe the organisation’sprocesses for managingclimate-related risks.
	Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organisation’s overall risk management.
Metrics and targets	Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategyand risk managementprocess.	SR Section 5.4 & 5.7.3
	Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG) emissions, and the related risks.
	Describe the targets used by the organisation to manage climate-related risks and opportunities, andperformance against targets.

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CORPORATE GOVERNANCE REPORT

INTRODUCTION

The Board of Directors (the “ Board ” or the “ Directors ”) of Autagco Ltd. (the “ Company ” and together with its subsidiaries, the “ Group ”) is committed to ensuring that the highest standards of corporate governance and transparency are practised by the Group. The Board views compliance with high standards of corporate governance and transparency as a fundamental part of discharging its responsibilities to act in the best interests of the Company and to protect and enhance long-term value for its shareholders (the “ Shareholders ”).

ended 31 July 2025 (“ FY2025 ”) with specifi c reference made to the principles and provisions as set out in the Code of Corporate Governance 2018 (the “ Code ”) and its accompanying Practice Guidance issued by the Monetary Authority of Singapore. Pursuant to Rule 710 of the Listing Manual Section B: Rules of Catalist (the “ Catalist Rules ”) of the Singapore Exchange Securities Trading Limited (“ SGX-ST ”), the Company confi rms that it has complied with the principles of the Code and in respect of any deviation from any provisions of the Code, it has explicitly stated the provision from which it has varied, explained the reason for variation, and explained how the practices it had adopted are consistent with the intent of the relevant principle.

During FY2025, the Company has merged the Nominating Committee (“ NC ”) and Remuneration Committee (“ RC ”) into the Nominating and Remuneration Committee (“ NRC ”) with eff ect from 14 April 2025 for better effi ciency in reviewing the appointment, performance and compensation of the directors and key executives and discharging other functions and responsibilities that were to be undertaken by the NC and the RC.

The Company will continue to enhance its corporate governance practices appropriate to the conduct and growth of its business and to review such practices from time to time to ensure compliance with the Catalist Rules. This report is divided into fi ve main sections: (1) Board Matters; (2) Remuneration Matters; (3) Accountability and Audit; (4) Shareholder Rights and Engagement; and (5) Managing Stakeholders Relationships.

1. BOARD MATTERS

The Board’s Conduct of Af airs

Management for the long-term success of the company.

Management accountable for performance. The Board puts in place a code of conduct and ethics, sets appropriate tone-from-the-top and desired organisational culture, and ensures proper accountability within the company. Directors facing confl icts of interest recuse themselves from discussions and decisions involving the issues of confl ict.

the Group, including providing leadership and supervision to the Management of the Group (the “ Management ”) to protect and enhance long-term value and returns for its Shareholders.

and are fi duciaries who are obliged to act in good faith and to make objective decisions in the best interests of the Group and its Shareholders.

role in the Company:

(a) sets the strategic direction and long-term goals of the Group and ensures that adequate resources are available to meet these objectives;
(b) proposals, and major funding proposals of the Group to achieve its long-term goals;
(c) reviews and monitors the Management’s performance towards achieving the goals that have been set;

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(d) fi nancial information reporting systems;
(e) ensures the Group’s compliance to laws, regulations, policies, directives, guidelines and internal code of conduct;
(f) approves nominees for Directors or key executives put forward by the NRC to the Board, and deliberates on the appointment of the external auditors recommended by the AC;
(g) delegates the task, but retains the responsibility, of viewing and approving the remuneration packages for the Board and key executives to the NRC;
(h) ensures accurate, adequate and timely reporting to, and communication with Shareholders;
(i) sets the Group’s values and standards, to identify and ensure that obligations to Shareholders and other stakeholders are understood and met; and
(j) considers sustainability issues, such as environmental and social factors as part of its strategic formation.

The Company has in place an Employee Handbook which covers, inter alia guidelines. All employees of the Group are to uphold the principles set out in the Employee Handbook and conduct themselves with high standards of integrity that are in compliance with laws and regulations of the jurisdictions in which it operates.

indirect, in relation to a transaction or proposed transaction with the Group as soon as it is practicable after the relevant fact has come to his/her knowledge. Where a Director has a confl ict or potential confl ict of interest in relation to any matter, he/she should immediately declare his/her interest when the confl ict-related matter is discussed, unless the Board is of the opinion that his/her presence and participation is necessary to enhance the effi cacy of such discussion. Nonetheless, he/she is abstained from voting in relation to confl ict-related matters.

Provision 1.2: Directors understand the company’s business as well as their directorship duties (including their roles as executive, non-executive and independent directors). Directors are provided with opportunities to develop and maintain their skills and knowledge at the company’s expense. The induction, training and development provided to new and existing directors are disclosed in the company’s annual report.

The Board ensures that newly-appointed Directors will be orientated on the Group’s business strategies, operations and governance practices to facilitate the eff ective discharge of their duties. The Executive Directors are appointed by way of service agreements while the Non-Executive Directors are appointed by way of letters of appointment. The duties and responsibilities of Directors are clearly set out in these service agreements and letters of appointment. Pursuant to Rule 406(3)(a) of the Catalist Rules, the Company will arrange newly appointed Directors who do not have prior experience as a director of a public listed company in Singapore (“ First-time Directors ”) to attend SGX-ST’s prescribed training courses conducted by a training provider as specifi ed in Practice Note 4D on the roles and responsibilities of a director of a listed company within one (1) year from their appointment dates and where appropriate, other training institutions in areas such as management, accounting, legal and industry specifi c knowledge, in connection with their duties. Due to prior work commitments, the directors who were appointed in FY2024, namely Mr. Ng Boon Hui and Mr. Loke Pak Hoe, Patrick were unable to complete the relevant mandatory training modules within one year of their respective appointment to the Board, being 7 May 2025. Nonetheless, as at date of this report, both Mr. Ng Boon Hui and Mr. Loke Pak Hoe, Patrick have since completed all mandatory training in July 2025 and September 2025, respectively. There are three (3) new Directors appointed in FY2025:

(i) M s. Tay Lee Sie Fiona was appointed as an Independent Director, Chairman of Audit Committee (“ AC ”), and member of NC and RC on 12 March 2025, prior to the merger of NC and RC into the NRC on 14 April 2025;
(ii) Mr. Seah Kah Boon, Desmond was appointed as an Independent Director and member of the AC on 15 April 2025;

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(iii) Mr. Soh Chun Bin was appointed as the Lead Independent Director and member of the AC and NRC on 15 April 2025. Mr. Soh Chun Bin has prior experience as an Independent Director of a Singapore listed company and had completed the mandatory training course prescribed by the SGX-ST.

The Company will arrange for Ms. Tay Lee Sie Fiona and Mr. Seah Kah Boon, Desmond, both of whom are First-time Directors, to attend SGX-ST’s prescribed training courses within one (1) year from their appointment date.

To ensure that the Board keeps pace with regulatory changes, the Company works closely with professionals to provide its Directors with pertinent information in relation to changes to relevant laws, regulations and accounting standards. Any updates relating to changes in the Catalist Rules and/or corporate governance guidelines are circulated to Directors on a timely basis. Directors are encouraged to attend seminars and receive training to improve themselves in the discharge of their duties as Directors at the Company’s expense. The Chairman will update the Board regularly on business and strategic developments relating to the Group.

reporting by the external auditors, Grant Thornton Audit LLP; (ii) changes in the relevant laws and regulations pertaining to the Group’s business and changing commercial risks and business conditions of the Group by the Management during the Board and/or Board Committee meetings; and (iii) updates relating to changes in the Catalist Rules and the Code by the Company Secretary and the continuing sponsor, SAC Capital Private Limited. As of the date of this report and save for the First-time Directors, all Directors of the Company, have attended the mandatory training on Environmental, Social and Governance (“ ESG ”).

Provision 1.3: The Board decides on matters that require its approval and clearly communicates this to Management in writing. Matters requiring board approval are disclosed in the company’s annual report.

involving:

(i) corporate strategic plans and budgets;
(ii) material acquisitions and disposal of assets;
(iii) major funding proposals and investments;
(iv)
(v)
(vi) share issuances, dividends and other returns to Shareholders;
(vii)
(viii) interested person transactions.

Provision 1.4: Board committees, including Executive Committees (if any), are formed with clear written terms of reference setting out their compositions, authorities and duties, including reporting back to the Board. The names of the committee members, the terms of reference, any delegation of the Board’s authority to make decisions, and a summary of each committee’s activities, are disclosed in the company’s annual report.

the NRC (collectively, the “ Board Committees ”). These Board Committees function within clearly defi ned terms of reference and operating procedures, which are reviewed on a regular basis. Where necessary, the terms of reference and operating procedures would be updated to keep in line with the Catalist Rules and the Code.

These committees have the authority to examine particular issues within their terms of reference and report back to the Board with a fair recommendation. The ultimate responsibility for the fi nal decision on all matters lies with the Board. The eff ectiveness of each committee is also constantly reviewed by the Board.

More details on each of the Board Committees, including the names of the committee members, the terms of reference, any delegation of the Board’s authority to make decisions and a summary of their activities, are set out in the further sections of this report.

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Provision 1.5: Directors attend and actively participate in Board and board committee meetings. The number of such meetings and each individual director’s attendances at such meetings are disclosed in the company’s annual report. Directors with multiple board representations ensure that suffi cient time and attention are given to the aff airs of each company.

The Board meets at least two (2) times a year, with additional meetings convened as necessary. Board meetings are held in Singapore and the Directors attend the meetings regularly. To facilitate meetings, the Company’s Constitution (the “ Constitution ”) allows for meetings to be held through telephone and/or videoconference. For FY2025, the matrix on the frequency of the meetings and the attendance of Directors at these meetings is set out as follows:

	Board	AC	NC(6)	RC(6)	AGM	EGM
No. of meetings held	7	6	1	1	1	2
No. of meetings attended by each Directors
Mr. NgBoon Hui	7	6*	1*	1*	1	2
Mr. Loke Pak Hoe, Patrick	7	6*	1*	1*	1	2
Mr. Lim Yit Keong(1)	5	4	1	1	1	1
Ms. WangXiaolan	7	6	1	1	1	2
Ms. Linda Hoon Siew Kin(2)	4	3	1	1	–	1
Ms. TayLee Sie Fiona(3)	2	2	–	–	–	1
Mr. Seah Kah Boon, Desmond(4)	1	1	–	–	–	1
Mr. Soh Chun Bin(5)	1	1	–	–	–	1

By invitation

Notes:

(1) Mr. Lim Yit Keong resigned and ceased as Lead Independent Director, Chairman of AC and member of RC and NC on 7 March 2025 at the conclusion of FY2024 AGM.
(2) Ms. Linda Hoon Siew Kin retired and ceased as Independent Director, Chairman of RC and member of AC and NC on 7 March 2025 at the conclusion of FY2024 AGM.
(3) Ms. Tay Lee Sie Fiona was appointed as Independent Director, Chairman of AC and member of NC and RC on 12 March 2025, prior to the merger of NC and RC into the NRC on 14 April 2025.
(4) Mr. Seah Kah Boon, Desmond was appointed as Non-Executive Non-Independent Director and a member of AC on 15 April 2025.
(5) Mr. Soh Chun Bin was appointed as Lead Independent Director, member of AC and NRC on 15 April 2025.
(6)

While the Board considers Directors’ attendance at Board meetings as important, it should not be the only criterion to measure their contributions. The Board also takes into account the contributions by Board members in other forms, including periodic reviews and the provision of guidance and advice on various matters relating to the Group.

All Directors are required to declare their board appointments. When a Director has multiple board representations, the NRC will consider whether or not the Director is able to and has adequately carried out his/ her duties as a Director of the Company, taking into consideration the Director’s number of listed company board representations and other principal commitments. In support of their candidature for directorship or re-election, Directors are to provide the NRC with details of their other commitments and an indication of the time involved.

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Provision 1.6: Management provides directors with complete, adequate and timely information prior to meetings and on an on-going basis to enable them to make informed decisions and discharge their duties and responsibilities.

Directors are furnished regularly with information from the Management about the Group as well as the relevant background information relating to the business to be discussed at Board and Board Committee meetings. Board papers which contain suffi cient information on the issues to be considered are prepared and circulated to the Directors in advance for each meeting to give the Directors suffi cient time to review the matters to be discussed. The Directors are entitled to request from the Management and should be provided with such additional information as needed to make informed decisions and the Management shall provide the same in a timely manner.

Provision 1.7: Directors have separate and independent access to Management, the company secretary, and external advisers (where necessary) at the company’s expense. The appointment and removal of the company secretary is a decision of the Board as a whole.

The Directors have separate and independent access to the Management, the Company Secretary and the external advisers (where necessary) at all times. Queries by individual Directors on the Company’s developments, management proposals or papers are directed and answered by the Management.

The Company Secretary or his representative(s) will attend Board and Board Committee meetings and ensure that Board procedures and other applicable rules and regulations including the provisions of the Companies Act 1967 of Singapore (the “ Companies Act ”), the Constitution and the Catalist Rules are followed. The Company Secretary also ensures good information fl ows within the Board and the Board Committees and between the Management and Non-Executive Directors, and also assist with the circulation of Board papers and the updating of the Directors on changes in laws and regulations relevant to the Group. The appointment and removal of the Company Secretary is subject to the Board’s approval.

to appoint professional advisers to give professional advice. The Board takes independent professional advice as and when necessary to enable it or the Independent Directors to discharge their responsibilities eff ectively. The cost of such service shall be borne by the Group.

Board Composition and Guidance

Principle 2: The Board has an appropriate level of independence and diversity of thought and background in its composition to enable it to make decisions in the best interests of the company.

Provision 2.1: An “independent” director is one who is independent in conduct, character and judgement, and has no relationship with the company, its related corporations, its substantial shareholders or its offi cers that could interfere, or be reasonably perceived to interfere, with the exercise of the director’s independent business judgement in the best interests of the company.

As at the date of this report, the Board comprises six (6) members, consisting of two (2) Executive Directors, and three (3) Non-Executive Independent Directors and one (1) Non-Executive Non-Independent Director as follows:

Name of Directors	Designation	AC	NRC
Mr. NgBoon Hui	Executive Chairman and Chief Executive Of cer	–	–
Mr. Loke Pak Hoe, Patrick	Executive Director and Head of Corporate Development	–	–
Mr. Soh Chun Bin	Lead Independent Director	Member	Member
Ms. WangXiaolan	Independent Director	Member	Chairman
Ms. TayLee Sie Fiona	Independent Director	Chairman	Member
Mr. Seah Kah Boon, Desmond	Non-Executive Non-Independent Director	Member	–

The independence of each Director is reviewed annually and as and when circumstances required by the NRC based on the guidelines set out in the Code and the Catalist Rules. Particularly rigorous review is conducted when assessing the continued independence of a Director, with careful consideration given to ensuring that the Director’s allegiance remains clearly aligned with interests of the Company and its Shareholders.

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Practice Guidance to the Code and Rule 406(3)(d) of the Catalist Rules. The Board considers an “independent” Director as one who has no relationship with the Company, its related corporations, its offi cers or its substantial Shareholders that could interfere, or be reasonably perceived to interfere, with the exercise of the Directors’ independent business judgment with a view to the best interests of the Group.

The NRC considers a Director’s competency, participation in meetings, and ability to exercise independent and objective judgement, and ensures that there are no relationships or circumstances which will aff ect his/her judgement and ability to discharge his duties and responsibilities as a Director.

that each Mr. Soh Chun Bin, Ms. Wang Xiaolan and Ms. Tay Lee Sie Fiona are independent in character and judgment in accordance with the Code and the Catalist Rules in view of the following:

(a) the Independent Directors: (i) are not employed or have been employed by the Company or any of its related corporations in the current or any of the past three fi nancial years; and (ii) do not have an immediate family member who is, or has been employed by the Company or any of its related corporation in the current or any of the past three fi nancial years, and whose remuneration is or was determined by the NRC;
(b) none of the Independent Directors has been appointed for an aggregate period of more than nine (9) years (whether before or after listing);
(c) none of the Independent Directors and their immediate family members had, in the current or immediate past fi nancial year, (i) provided to or received from the Company or any of its subsidiaries any signifi cant payments or material services (which may include auditing, banking, consulting and legal services) aggregated over any fi nancial year in excess of S$50,000, other than compensation for the board service; or (ii) is or was, a substantial shareholder or a partner in (with 5% or more stake), or an executive offi cer of, or a director of, any organisation which provided to or received from the Company or any of its subsidiaries any signifi cant payments or material services (which may include auditing, banking, consulting and legal services) aggregated over any fi nancial year in excess of S$200,000; and
(d) none of the Independent Directors is, or has been directly associated with, a substantial shareholder of the Company, in the current or immediate past fi nancial year.

The Board concurred with the aforementioned independence review of the NRC.

Provision 2.2: Independent directors make up a majority of the Board where the Chairman is not independent.

The Chairman of the Board is part of the Management and is therefore not independent. Although the Company is in compliance with the Rule 406(3)(c) of the Catalist Rules as Independent Directors make up more than one-third of the Board (three (3) Independent Directors out of a six (6) Board members), the Company acknowledges that this constitutes a variation from Provision 2.2 of the Code as the Independent Directors do not make up a majority of the Board when the Chairman is not independent. Nonetheless, the Board and NRC are satisfi ed that the current Board has substantial independent elements to ensure that objective judgment is exercised on corporate aff airs in view of the following:

(a) the Board has a Lead Independent Director who plays an additional facilitative role within the Board, and where necessary, facilitates communication between the Board and Shareholders or other stakeholders of the Company if they have any concerns;
(b) the AC comprised of a majority of Independent Directors as its members, including its chairman;
(c) the respective Board Committees (AC and NRC) are chaired exclusively by Independent Directors and comprised entirely of Non-Executive Directors; and
(d) matters requiring the Board’s approval are discussed and deliberated with participation from each member of the Board and all major decisions are made collectively. There is no individual or small group of individuals that dominate the Board’s decision-making process.

Nevertheless, the NRC will endeavor to comply with Provision 2.2 of the Code by assessing the board composition from time to time and make appropriate recommendations to the Board.

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Provision 2.3: Non-executive directors make up a majority of the Board.

The Board comprises six (6) Directors, four (4) of whom are Non-Executive Directors and representing a majority of the Board. All the Board Committees are chaired by Independent Directors and the NRC is of the view that no individual or small group of individuals dominates the Board’s decision-making process.

Provision 2.4: The Board and board committees are of an appropriate size, and comprise directors who as a group provide the appropriate balance and mix of skills, knowledge, experience, and other aspects of diversity such as gender and age, so as to avoid groupthink and foster constructive debate. The board diversity policy and progress made towards implementing the board diversity policy, including objectives, are disclosed in the company’s annual report.

The Board examines its size, taking into account the nature and scope of the Company’s operations, to ensure that it is appropriate for eff ective decision making. The NRC is of the view that the current Board size is appropriate and able to function eff ectively and effi ciently. The NRC, together with the Board, will continuously and progressively refresh the Board to instill greater knowledge and expertise in the Group. Such direction takes into account the business needs and requirements of the Group and to avoid unnecessary disruption during the time of succession and refreshment to the composition of the Board and Board committees.

The Board is made up of business leaders and professionals with business management experience, industry knowledge, fi nancial and strategic planning experiences. A brief description on the background of each Director is presented in the “Board of Directors” section of the Annual Report. The Board, taking into account the NRC’s views, considers that the current Board provides an appropriate balance and diversity of skills, experiences and knowledge to the Company that will provide eff ective governance and stewardship for the Group.

diff erent perspectives to the Board, which will result in productivity and quality of board deliberations. Pursuant to Rule 710A of the Catalist Rules, the Board has put in place a Board Diversity Policy which considers directors of various aspects such as age, genders, nationalities, cultural, educational and professional industry background, ethnicity, and other distinguishing qualities that are important and needed to support robust and good decisionmaking at the Board level. When opportunity arises, the NRC may consider appointing new director(s) in the future to enhance the core competencies and governance review of the Board. The NRC will monitor the implementation of this Policy and will from time to time, review this Policy, as appropriate, to ensure its eff ectiveness.

The Policy considers gender as one of the important aspects of diversity and targets to have at least one female director. As at date of this report, the Board comprises of two female directors. The NRC will also review the targets for diversity from time to time and may recommend changes or additional targets to achieve greater diversity. Any further progress made towards the implementation of such policy will be disclosed in future Corporate Governance Reports, as appropriate.

The Board consists of members with a wealth of experience and knowledge in business. They contribute valuable direction and insight, drawing from their vast experience in matters relating to accounting, fi nance, legal, business, real estate and co-living, and general corporate matters. The NRC is of the opinion that the current Board composition represents a well-balanced mix of expertise and experience to provide core competencies necessary to meet the Company’s requirements as well as ventures into the new assisted living business.

The NRC reviews the composition of the Board on an annual basis to ensure that the Board has the appropriate mix of expertise, experience, educational, gender, age and other relevant aspects of diversity of perspectives appropriate to its business, so as to avoid groupthink, foster constructive debate, and enable the Board to make decisions in the best interests of the Company. These diff erences will be considered in determining the optimum composition of the Board and when possible, should be balanced appropriately. All Board appointments will be based on merit, in the context of the skills, knowledge, experience and independence which the Board as a whole requires to be eff ective, having due regard for the benefi ts of diversity on the Board.

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Provision 2.5: Non-executive directors and/or independent directors, led by the independent Chairman or other independent director as appropriate, meet regularly without the presence of Management. The chairman of such meetings provides feedback to the Board and/or Chairman as appropriate.

The Independent Directors participate actively in the Board meetings. With their professional expertise and competency in their respective fi elds in the fi nance, accounting and commercial sectors, the Independent Directors collectively provide constructive advice and guidance for eff ective discharge by the Board of its principal function over the Group’s strategies, businesses and other aff airs. The Independent Directors constructively challenge and support the Board on strategy and review Management objectives and monitor the reporting performance.

Where warranted, Independent Directors meet without the presence of Management to review any matter that may be raised privately. During FY2025, the Independent and Non-Executive Directors met once without the presence of Management.

Chairman and Chief Executive Of cer

Principle 3: There is a clear division of responsibilities between the leadership of the Board and Management, and no one individual has unfettered powers of decision-making.

Provision 3.1: The Chairman and Chief Executive Officer (“CEO”) are separate persons to ensure an appropriate balance of power, increased accountability, and greater capacity of the Board for independent decision making.

Provision 3.2: The Board establishes and sets out in writing the division of responsibilities between the Chairman and CEO.

Mr. Ng Boon Hui is the Chairman of the Board. As the Chairman of the Company, his duties and responsibilities include:

leads the Board;
manages the Board and various Board Committees businesses;
encourages constructive relationship and interaction within the Board and the Management;
continuously pursues high standards of corporate governance.

As the CEO of the Company, Mr. Ng Boon Hui is responsible for the business strategy and direction, the implementation of corporate plans, policies and executive decision-makings of the Group. Mr. Ng Boon Hui, together with Mr. Loke Pak Hoe, Patrick, the Executive Director and Head of Corporate Development, jointly oversee the overall management of the Group, including steering the business and operations for future growth and expansion.

There is no concentration of power as the Group is run objectively on a transparent basis and the Board is of the view that there is adequate representation of Independent Directors on the Board having considered the bases set forth in Provision 2.2 above. All major decisions made by the Board are subject to majority approval of the Board. The Board believes that there are adequate safeguards in place to ensure an appropriate balance of power and authority in the spirit of good corporate governance.

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Provision 3.1 of the Code sets out that the Chairman and CEO should be separate persons to ensure an appropriate balance of power, increased accountability, and greater capacity of the Board for independent decision making. Certain roles of the CEO, including the overall management of the Group are jointly overseen by Mr. Ng Boon Hui, the Executive Chairman and CEO and Mr. Loke Pak Hoe, Patrick, the Executive Director and Head of Corporate Development. Taking into account the current corporate structure, size, nature and scope of the Group’s operations, the Board is of the view that it is presently not necessary to separate the roles of the Chairman and with the responsibilities of the CEO, and there are suffi cient safeguards and checks to ensure that the process of decision- making by the Board is independent, based on collective decisions without any individual or group of individuals being able to exercise considerable concentration of power or infl uence.

Provision 3.3: The Board has a lead independent director to provide leadership in situations where the Chairman is confl icted, and especially when the Chairman is not independent. The lead independent director is available to shareholders where they have concerns and for which contact through the normal channels of communication with the Chairman or Management are inappropriate or inadequate.

As Mr. Ng Boon Hui, the Executive Chairman and CEO, is part of the Management and therefore not independent, the Board has appointed Mr. Soh Chun Bin as the Lead Independent Director of the Company. The Lead Independent Director is available to Shareholders in circumstances where Shareholders’ concerns raised through normal channels to the Executive Chairman and CEO, Executive Director or Financial Controller (“FC”) have failed to resolve or where such communication is inappropriate. Led by the Lead Independent Director, the Independent Directors meet and communicate periodically, via meetings, telephone, electronic devices, to discuss issues without the presence of other Directors and provide feedback to the Chairman of the Board as appropriate.

Board Membership

Principle 4: The Board has a formal and transparent process for the appointment and reappointment of directors, taking into account the need for progressive renewal of the Board.

Provision 4.1: The Board establishes a NRC to make recommendations to the Board on relevant matters relating to:

(a) the review of succession plans for directors, in particular the appointment and/or replacement of the Chairman, the CEO and key management personnel;
(b) the process and criteria for evaluation of the performance of the Board, its board committees and directors;
(c) the review of training and professional development programmes for the Board and its directors; and

(d) the appointment and re-appointment of directors (including alternate directors, if any).

The NRC has adopted a written term of reference which describes the responsibilities of the NRC and the proceedings at NRC meetings. The NRC’s principal responsibilities are as follows:

(a) to review and make recommendations to the Board on the appointment of directors, CEO and key management personnel, including making recommendations on the composition of the Board and the balance between Executive and Non-Executive Directors appointed to the Board, as well as ensuring there are procedures in place for the selection and appointment of Non-Executive Directors;
(b) to regularly review the Board structure, size and composition and make recommendations to the Board with regards to any adjustments that are deemed necessary;
(c) to be responsible for assessing nominees or candidates for appointment or election to the Board, determining whether or not such nominees have the requisite qualifi cations and whether or not they are independent;
(d) to recommend Directors who are retiring by rotation to be put forward for re-election;
(e) to oversee Management development and succession planning of the Group;

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(f) to decide whether or not a Director is able to and has been adequately carrying out his/her duties as a Director of the Company, particularly when he/she has multiple board representations;
(g) of each individual Director to the eff ectiveness of the Board; and
(h) to carry out such other duties as may be agreed to by the NC and the Board.

The NRC also reviews induction programs for new Directors, as well as the training and professional development programs for the continuing training of the Directors.

Provision 4.2: The NRC comprises at least three directors, the majority of whom, including the NRC Chairman, are independent. The lead independent director, if any, is a member of the NRC.

As at the date of this report, the NRC comprises three (3) members, all of whom, including the Chairman of NRC, are independent. The current members of the NRC are:

Ms. Wang Xiaolan Chairman and Independent Director Mr. Soh Chun Bin Member and Lead Independent Director Ms. Tay Lee Sie Fiona Member and Independent Director

The Lead Independent Director is also a member of the NRC. The NRC will meet at least once a year.

Provision 4.3: The company discloses the process for the selection, appointment and reappointment of directors to the Board, including the criteria used to identify and evaluate potential new directors and channels used in searching for appropriate candidates in the company’s annual report.

Nomination and Selection

In the event a new Director is required, the search would be conducted via recruitment companies, contacts and recommendations so that the Company could cast its net as wide as possible for the right candidates. The NRC will identify potential candidates for appointments based on and after taking into consideration the candidates’ qualifi cation, knowledge, skills and experience, as well as his/her ability to increase the eff ectiveness of the Board and the Group’s business. The NRC will then recommend their nominations to the Board for consideration.

Election and Re-election

New Directors are appointed by way of a Board resolution, upon their nomination by the NRC. In accordance with the Company’s Constitution, these new Directors who are appointed by the Board are subject to re-election by Shareholders at the fi rst opportunity after their appointment. The Constitution of the Company also requires one-third of the Board to retire from offi ce at each AGM of the Company. Accordingly, the Directors must submit themselves for re-nomination and re-election at regular intervals of at least once every three (3) years which is also in line with Rule 720(4) of the Catalist Rules.

Ms. T ay Lee Sie Fiona, Mr. Soh Chun Bin and Mr. Seah Kah Boon, Desmond were appointed during FY2025. Pursuant to Regulation 117 of the Company’s Constitution, they shall retire at the fi rst AGM subsequent to their appointment. Accordingly, Ms. Tay Lee Sie Fiona, Mr. Soh Chun Bin and Mr. Seah Kah Boon, Desmond will retire at the forthcoming AGM. Pursuant to Regulation 107 of the Company’s Constitution, Mr. Ng Boon Hui and Mr. Loke Pak Hoe, Patrick, Patrick shall retire by rotation at and be nominated for re-election at the forthcoming AGM. Mr. Ng Boon Hui and Mr. Loke Pak Hoe, Patrick have each consented to the re-election:

Mr. Ng Boon Hui will, upon re-election as Director, remain as the Executive Chairman and CEO.
Mr. Loke Pak Hoe, Patrick will, upon re-election as Director, remain as the Executive Director and Head of Corporate Development.
Ms. Tay Lee Sie Fiona will, upon re-election as a Director, remain as the Independent Director, the Chairman of AC and a member of NRC.

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Mr. Seah Kah Boon, Desmond will, upon re-election as a Director, remain as the Non-Executive NonIndependent Director and a member of the AC.
Mr. Soh Chun Bin will, upon re-election as a Director, remain as the Lead Independent Director and a member of AC and NRC.

The NRC has recommended to the Board in which the Board has accepted the re-election of the Directors at the forthcoming AGM. In making the above recommendations, the NRC had considered the said Directors’ qualifi cations, experience, independence and/or overall contribution and performance (as the case may be). Please refer to the Notice of AGM for the resolutions put forth on their proposed re-election and re-appointment.

The Board provides for appointment of alternate Directors only in exceptional cases such as when a Director has a medical emergency. The Board will take into consideration the same criteria for selection of Directors such as his/ her qualifi cations, competencies and independence. Currently, the Company does not have alternate Directors.

Provision 4.4: The NRC determines annually, and as and when circumstances require, if a director is independent, having regard to the circumstances set forth in Provision 2.1. Directors disclose their relationships with the company, its related corporations, its substantial shareholders or its offi cers, if any, which may aff ect their independence, to the Board. If the Board, having taken into account the views of the NRC, determines that such directors are independent notwithstanding the existence of such relationships, the company discloses the relationships and its reasons in its annual report.

In determining the independence of the Directors, the NRC has developed a form “Return on Independence” which is required to be completed by all Independent Directors on an annual basis and submitted to NRC for its review. The independence of each Director is reviewed by the NRC with reference to the guidelines set out in the Code and the Catalist Rules and any other salient factors which would render a Director to be deemed not independent.

The NRC reviews and affirms the independence of the Company’s Independent Directors annually. For completeness of information, Mr. Soh Chun Bin is currently the Independent Director of TOTM Technologies Limited (“ TOTM ”), where he was appointed from 25 July 2025. Ms. Wang Xiaolan, the Independent Director of the Company, is a Vice President, Corporate Development and Human Resources of TOTM since 2022. Save as disclosed, there are no relationships between the Independent Directors and the Company, its related corporations, its substantial Shareholders or its offi cers, if any, which may aff ect their independence. The Board, with the concurrence of the NRC, has considered Ms. Tay Lee Sie Fiona, Ms. Wang Xiaolan and Mr. Soh Chun Bin to be independent for the purpose of Rule 704(7) of the Catalist Rules. Please refer to the Company’s disclosure in respect of Provision 2.1 above for further details.

Provision 4.5: The NRC ensures that new directors are aware of their duties and obligations. The NRC also decides if a director is able to and has been adequately carrying out his or her duties as a director of the company. The company discloses in its annual report the listed company directorships and principal commitments of each director, and where a director holds a signifi cant number of such directorships and commitments, it provides the NRC’s and Board’s reasoned assessment of the ability of the director to diligently discharge his or her duties.

The NRC will ensure that the selected candidate is aware of the expectations and the level of commitment required. The NRC will continuously review the performance of the Directors with multiple board representations and other principal commitments to ensure that suffi cient time and attention is devoted by these Directors to the aff airs of the Group.

Company, after taking into consideration the number of listed company board representations and other principal commitments.

companies that their directors may hold and to disclose this in their annual report. The Board, with the concurrence of the NRC, is of the view that there are currently no compelling reasons to impose a cap on the number of board representations each Director may hold as each Director is able to devote suffi cient time and attention to adequately carry out his duties as a Director of the Company.

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The Group also recognises that its Executive Directors may be invited to become non-executive directors of other companies and that the exposure to such non-executive duties can broaden the experience and knowledge of its Executive Directors which will benefi t the Group. Executive Directors are therefore allowed to accept non-executive appointments as long as these are with non-competing companies, are not likely to lead to confl icts of interests and their commitment to the Group is not compromised.

Directors” of the Annual Report. The dates of initial appointment and last re-election of each Director, together with his directorships in other listed companies, are set out below:

Name of Directors	Date of Appointment	Date of Last Re-election	Directorships in Other Listed Companies	Directorships in Other Listed Companies
			Current	Past 3 years (preceding to the date of this report)
Mr. NgBoon Hui	8 May2024	7 March 2025	–	–
Mr. Loke Pak Hoe, Patrick	8 May 2024	7 March 2025	–	–
Ms. Tay Lee Sie Fiona	12 March 2025	–	–	–
Ms. Wang Xiaolan	10 February 2021	7 March 2025	 Medi Lifestyle Limited	–
Mr. Soh Chun Bin	15 April 2025	–	 Lorenzo International Limited  TOTM Technologies Limited  Yongmao Holdings Limited  Triyards Holdings Limited (in liquidation with ef ect from 24 August 2022)	 Geo Energy Resources Limited  ISOTeam Ltd
Mr. Seah Kah Boon, Desmond	15 April 2025	–	–	–

The NRC considers that the various Board representations held presently by the Directors do not impede their performance in carrying out their duties to the Company after taking into account their actual conduct on the Board and has ascertained that for the period under review, the Directors were able to carry out and had been adequately carrying out their duties as Directors of the Company.

Board Performance

each of its board committees and individual directors.

Provision 5.1: The NRC recommends for the Board’s approval the objective performance criteria and process for the evaluation of the eff ectiveness of the Board as a whole, and of each board committee separately, as well as the contribution by the Chairman and each individual director to the Board.

In line with the principles of good corporate governance, the NRC implements and performs the annual performance evaluation for assessing the eff ectiveness of the Board as a whole and each of the Board Committees. The performance evaluation of individual Directors is conducted whenever a Director is up for retirement and re-election and when a Director has multiple board representations.

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questionnaire designed to assess the state of aff airs of corporate governance matters in the Company, including the performance of each individual Board Committee. The NRC is of the view that it is more appropriate and eff ective to assess the performance of the Board as a whole, bearing in mind that each member of the Board contributes in diff erent ways to the success of the Company and Board decisions are made collectively. The Board meets frequently and informally to discuss on Group business matters and evaluate on various assessments of the Group. With such eff ective interaction and regular communication by the Board, annual individual Directors’ assessment is not necessary at this juncture.

The NRC will initiate constant interaction to nurture better understanding and cohesion for Board members to establish good working relationship and commitment towards the Board’s objectives. The purpose of such interaction and evaluation process is to increase the overall eff ectiveness and effi ciency of the Board functions. Each member of the NRC shall abstain from voting on any resolutions and making any recommendation and/ or participating in any deliberations of the NRC in respect of the assessment of his/her own performance or renomination as Director.

Provision 5.2: The company discloses in its annual report how the assessments of the Board, its board committees and each director have been conducted, including the identity of any external facilitator and its connection, if any, with the company or any of its directors.

The Board assessment form and each of the Board Committees assessment forms are separately completed by each Director to elicit his/her individual input, collated, analysed and discussed with the NRC and the Board with comparatives from the previous year. The Board assessment process focuses on the evaluation of factors such as the size and composition of the Board, independence component in the Board, the Board’s access to information, Board processes and accountability, quality of agenda, communication with key management personnel, Director’s standard of conduct and quality of decision making. The Board Committee assessment process focuses on adequacy and eff ectiveness of each Board Committee in carrying out its roles and responsibilities. The performance criteria do not change from year to year. Recommendations to further enhance the eff ectiveness of the Board and the various Board Committees will be implemented, as appropriate. Each member of the NRC shall abstain from voting on any resolutions in respect of his/her re-nomination.

The NRC had conducted a performance evaluation of the Board and the Board Committees for FY2025. The NRC is satisfi ed with the eff ectiveness of the Board and the Board Committees. Each Director continues to contribute eff ectively to the Board and is able to discharge responsibilities in the Board Committees without any issue of time commitment. No external facilitator has been engaged for the purpose of Board assessment for FY2025.

2. REMUNERATION MATTERS

Procedures for Developing Remuneration Policies

Principle 6: The Board has a formal and transparent procedure for developing policies on director and executive remuneration, and for fixing the remuneration packages of individual directors and key management personnel. No director is involved in deciding his or her own remuneration.

Provision 6.1: The Board establishes a Remuneration Committee (“RC”) to review and make recommendations to the Board on:

(a) A framework of remuneration for the Board and key management personnel; and

(b)

Provision 6.3: The RC considers all aspects of remuneration, including termination terms, to ensure they are fair.

the NRC making recommendations to the Board. All aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses, share-based incentives and awards and benefi ts-in-kind shall be covered by the NRC. Each of the member of the NRC shall abstain from voting on any resolution in respect of his/her own remuneration package.

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The NRC has adopted a written term of reference which describes the responsibilities of the NRC and the proceedings at NRC meetings. The NRC’s principal responsibilities are as follows:

(a) to approve the structure of the compensation programme for Directors and Senior Management, and to ensure that the programme is competitive and suffi cient to attract, retain and motivate Management of the required quality to run the Company successfully;
(b) to review and recommend the remuneration packages of the Executive Directors, the CEO and key executives of the Company annually;
(c) to review the appropriateness of compensation for Non-Executive Directors, including but not limited to Directors’ fees, allowances and share options;
(d) to review and recommend to the Board any long-term incentive schemes which may be set up from time to time and to do all acts necessary in connection therewith; and
(e) to carry out its duties in the manner that it deems expedient, subject always to any regulations or restrictions that may be imposed upon the NRC by the Board from time to time.

The Company’s obligations arising in the event of termination of Executive Directors and key Management personnel are contained in the respective service contracts. The NRC is satisfi ed that the termination clauses therein are fair and reasonable.

Provision 6.2: The RC comprises at least three directors. All members of the RC are non-executive directors, the majority of whom, including the RC Chairman, are independent.

As at the date of this report, the NRC comprises three (3) members, all of whom, including the Chairman of NRC, are independent. The current members of the NRC are:

Ms. Wang Xiaolan Chairman and Independent Director Ms. Tay Lie Fong Fiona Member and Independent Director Mr. Soh Chun Bin Member and Lead Independent Director

Provision 6.4: The company discloses the engagement of any remuneration consultants and their independence in the company’s annual report.

packages of all Directors and key Management personnel. The NRC would ensure that any relationship between the appointed remuneration consultant and any of the Directors and key Management personnel will not aff ect the independence and objectivity of the remuneration consultant. The expenses of such advice shall be borne by the Company. No such consultants were engaged by the Company in FY2025.

Level and Mix of Remuneration

Principle 7: The level and structure of remuneration of the Board and key management personnel are appropriate and proportionate to the sustained performance and value creation of the company, taking into account the strategic objectives of the company.

personnel’s remuneration is structured so as to link rewards to corporate and individual performance. Performance-related remuneration is aligned with the interests of shareholders and other stakeholders and promotes the long-term success of the company.

Provision 7.3: Remuneration is appropriate to attract, retain and motivate the directors to provide good stewardship of the company and key management personnel to successfully manage the company for the long term.

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The Company has sought to ensure that the level and structure of remuneration for Directors are appropriate to attract, retain and motivate the Directors to provide good stewardship of the Company and to run the Group successfully. The component parts of remuneration are structured to link rewards to corporate and individual performance, in the case of Executive Directors. In the case of Non-Executive Directors, the level of remuneration refl ects the level of responsibilities undertaken by the particular Non-Executive Director concerned.

The NRC takes into account the industry norms, the Group’s performance as well as the contribution and performance of each Director and key Management personnel when determining their remuneration packages. In structuring and reviewing the remuneration packages, the NRC seeks to align interests of Directors with those of Shareholders and link rewards to corporate and individual performance as well as roles and responsibilities of each Director. Such performance-related remuneration is designed to be aligned with the interest of Shareholders and promote long-term success of the Company.

The Company had adopted a share option scheme known as the Autagco Performance Share Plan (“ PSP 2021 ”) and an employee share scheme known as the Autagco Employee Share Option (“ ESOS 2021 ”) on 25 November 2021. The NRC’s duties also include the administration of the PSP 2021 and ESOS 2021. Further details of which are set out under write-ups in respect of Provision 8.3 below.

The remuneration for Executive Directors and key management personnel comprise a basic salary and allowances. The Company entered into service agreements with the Executive Chairman and CEO, Mr. Ng Boon Hui, and the Executive Director and Head of Corporate Development, Mr. Loke Pak Hoe, Patrick on 8 May 2024. The Company also entered into service agreements with the Chief Operating Offi cer (“ COO ”), Mdm. Ho Poh Kum, and the Financial Controller, Ms. Tam Yok Mui on 20 August 2024 and 1 August 2024 respectively. All service agreements are for an initial term of three (3) years from their respective commencement dates and may be terminated by either party giving up to six (6) months’ notice in writing to the other.

The NRC is responsible for the review of compensation commitments in the service agreements, if any, in the event of early termination. The Board is of the view that the remuneration packages off ered to the Executive Directors and key management personnel are fair and competitive. The NRC will continue to conduct annual reviews of the remuneration packages for Executive Directors and key management personnel, having due regard their contributions as well as the fi nancial and commercial needs of the Group.

The Company does not use contractual provisions to allow the Company to reclaim incentive components of remuneration from the Executive Directors and key management personnel in exceptional circumstances of misstatement of fi nancial results or misconduct resulting in fi nancial loss to the Company. The Executive Directors owe fi duciary duties to the Company, and hence, the Company should be able to avail itself to remedies against him/her in the event of such breach of fi duciary duties. Similarly, for the key management personnel, the Company believes that there are alternative legal avenues to specifi c contractual provisions that will enable the Company to recover fi nancial losses arising from exceptional circumstances above from the key management personnel. The NRC will review the need to insert such contractual provisions into the service agreements with the Executive Directors and key management personnel in the future as and when necessary.

Provision 7.2: The remuneration of non-executive directors is appropriate to the level of contribution, taking into account factors such as eff ort, time spent, and responsibilities.

The Independent Directors receive Directors’ fees in accordance with their contributions, taking into account factors such as eff orts and time spent, responsibilities of the Directors and the need to pay competitive fees to attract, retain and motivate the Directors. The Independent Directors shall not be over-compensated to the extent that their independence may be compromised. All Independent Directors are paid Directors’ fees that are subject to Shareholders’ approval at the AGM.

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Disclosure on Remuneration

Principle 8: The company is transparent on its remuneration policies, level and mix of remuneration, the procedure for setting remuneration, and the relationships between remuneration, performance and value creation.

Provision 8.1: The company discloses in its annual report the policy and criteria for setting remuneration, as well as names, amounts and breakdown of remuneration of:

(a) each individual director and the CEO; and

(b) than S$250,000 and in aggregate the total remuneration paid to these key management personnel.

between the Company and the Executive Directors. Similarly, the remuneration for the key management personnel is based on the employment contract with them. The variable component of remuneration for both Executive Directors and key management personnel is linked to the performance of the Group and individual.

Remuneration of Directors

A breakdown of each individual Director’s remuneration in FY2025 is as follows:

Name of Director	Director’s Fees S$	Salary S$*	Bonus S$	Allowances and Benef ts S$	Total S$
Below S$250,000
Mr. NgBoon Hui	–	205,129	–	–	205,129
Mr. Loke Pak Hoe, Patrick	–	175,169	–	5,600	180,769
Mr. Lim Yit Keong (resigned as Lead Independent Director, Chairman of AC and member of NC and RC on 7 March 2025)	14,100	–	–	–	14,100
Ms. WangXiaolan	31,156	–	–	–	31,156
Ms. Linda Hoon Siew Kin (retired as the Chairman of NC, member of AC and RC on 7 March 2025)	11,100	–	–	–	11,100
Ms. Tay Lee Sie Fiona (appointed as Independent Director, Chairman of AC and member of NC and RC on 12 March 2025, prior to the merger of NC and RC into the NRC on 14 April 2025)	17,116	–	–	–	17,116
Mr. Soh Chun Bin (appointed as Lead Independent Director, member of AC and NRC on 15 April 2025)	11,877	–	–	–	11,877
Mr. Seah Kah Boon, Desmond (appointed as Non-Executive and Non- Independent Director and member of AC on 15 April 2025)	–#	–	–	–	–

*Inclusive of statutory contributions

#No directors’ fees are payable to Mr. Seah Kah Boon, Desmond, for his appointment as Non-Executive Non-Independent Director, pursuant to the letter of appointment entered between the Company and Mr. Seah Kah Boon, Desmond.

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Remuneration of Key Management Personnel

During FY2025, the Company only has two (2) key management personnel (who are not Directors or CEO of the Company), being the FC and the COO. The breakdown showing the remuneration amount and mix of the FC and COO are as follows:

Name of Key Management Personnel	Salary %*	Bonus %	Allowances and Benef ts %	Total %
Below S$250,000
Ms. Tam Yok Mui (appointed as FC on 1 August 2024)	100*	–	–	100
Ms. Ho Poh Khum (appointed as COO on 20 August 2024)	100*	–	–	100

*Inclusive of statutory contributions

The Board believes that disclosure of the exact or aggregate remuneration of the key management personnel, as recommended by the Code, would be disadvantageous to the business interests of the Company, in view of the sensitive nature of such information and high competition for talent.

Provision 8.2: The company discloses the names and remuneration of employees who are substantial shareholders of the company, or are immediate family members of a director, the CEO or a substantial shareholder of the company, and whose remuneration exceeds S$100,000 during the year, in bands no wider than S$100,000, in its annual report. The disclosure states clearly the employee’s relationship with the relevant director or the CEO or substantial shareholder.

Ms. Ho Poh Khum, COO of the Company, is the spouse of Mr. Ng Boon Hui, the Executive Chairman and CEO of the Company. Ms. Ho Poh Khum is also deemed a Controlling Shareholder of the Company by virtue of her 27% shareholding in Aurico Global Holdings Pte. Ltd., where she also serves as a director. Her remuneration for FY2025 was in the band of S$150,001 to S$200,000.

The remuneration packages of related employees are reviewed annually by the NRC and Board to ensure alignment with the Group’s staff remuneration guidelines and commensurate with their respective job scopes and levels of responsibilities. Any bonuses, salary adjustments, and/or promotions will also be subject to the review and approval of the NRC and Board.

Save as disclosed above, there are no other employees who are substantial shareholders of the Company, or are immediate family members of a Director or the CEO or a substantial shareholder of the Company, and whose remuneration exceeds S$100,000 during the fi nancial year.

Provision 8.3: The company discloses in its annual report all forms of remuneration and other payments and benefi ts, paid by the company and its subsidiaries to directors and key management personnel of the company. It also discloses details of employee share schemes.

The NRC recommends to the Board the framework of executive remuneration and the remuneration package for each Executive Director. In its deliberations, the NRC will take into consideration industry practices and norms in compensation in addition to the Company’s relative performance in the industry and the performance of the individual Directors. The remuneration packages recommended by the NRC are ultimately approved by the Board. No Director is involved in deciding his/her own remuneration.

The fi xed component is in the form of a base salary, fi xed allowances and benefi ts, and bonus. The variable component is in the form of a variable bonus which is linked to the Group’s performance, as well as the individual’s performance assessed based meeting key performance indicators allocated to them and their level of effi ciency and productivity. Staff appraisals are conducted at least once every year.

the key management personnel.

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ESOS 2021

The Company adopted the ESOS 2021 on 25 November 2021 and it shall continue in force at the discretion of the NRC, subject to a maximum period of 10 years commencing on the date of adoption. Eligible participants (the “Participants”) who have contributed signifi cantly to the growth and performance of the Group and who satisfy the eligibility criteria as set out in the ESOS 2021 will have the opportunity to participate in the equity of the Company, thereby aligning the interests of the Participants with the interests of the Company and the Shareholders, motivating them towards long-term growth and profi tability of the Group and promoting better performance through increased dedication and incentives. The ESOS 2021 also provides the Group greater fl exibility in structuring compensation packages of Participants to off er compensation packages that are competitive to motivate and retain the employees, Directors (including Independent Directors) and Controlling Shareholders and foster a long-term commitment and dedication to the business of the Group.

During FY2025, no options have been granted under the ESOS 2021.

PSP 2021

The Company also adopted the PSP 2021 on 25 November 2021 and it shall continue in force at the discretion of the NRC, subject to a maximum period of 10 years commencing on the date of adoption. The PSP 2021 is designed to reward its Participants by the issue and/or transfer of fully paid shares according to the extent to which they complete certain time-based service conditions or achieve their performance conditions over set performance periods. The PSP 2021 is based on the principle of pay-for-performance and under the PSP 2021, the NRC, in consultation with the Executive Directors, will be able to determine the performance conditions for employees to fulfi l, upon which they may be awarded shares. As employees work towards attaining such performance criteria, which can be tied to the fi nancial performance or results of the Company, an anticipated award of shares can provide additional motivation for such employees to hit or exceed such performance conditions, seeing as such employees’ interests will be aligned with the positive performance of the Company.

During FY2025, no awards have been granted under the PSP 2021.

While both the PSP 2021 and the ESOS 2021 aim to incentivise and retain employees, the methods of achieving this

Under the PSP 2021, Participants are awarded shares primarily when pre-determined performance conditions have been met, with the amount of shares awarded being determined by the extent such targets have been met. These performance conditions have performance periods ranging from short to medium terms, and will serve to align the Participants’ performance goals with relevant performance cycles of the Group, as well as develop a Group culture of rewarding Participants for their good performance. Unlike options granted under the ESOS 2021, the PSP 2021 allows the direct award of shares to Participants free of charge, once the applicable performance conditions are met, thus allowing the Group to provide a specifi c incentive to Participants to achieve certain performance conditions.

By contrast, the assessment criteria in relation to the grant of options pursuant to the ESOS 2021 places greater emphasis on key senior management’s and key employees’ seniority, performance during their service, and potential for future development, which do not relate to specifi c performance conditions that have to be met.

The Company is of the opinion that the PSP 2021 and ESOS 2021 are complementary to each other by providing the Company with a comprehensive and fl exible set of tools to attract talent into the Group, and to motivate, reward and retain the Group Employees. Having two schemes also provides the Group greater fl exibility in designing the appropriate incentive structures to motivate Participants.

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3. ACCOUNTABILITY AND AUDIT

Risk Management and Internal Controls

Principle 9: The Board is responsible for the governance of risk and ensures that Management maintains a sound system of risk management and internal controls, to safeguard the interests of the company and its shareholders.

is willing to take in achieving its strategic objectives and value creation. The Board sets up a Board Risk Committee to specifi cally address this, if appropriate.

Provision 9.2: The Board requires and discloses in the company’s annual report that it has received assurance from:

(a) statements give a true and fair view of the company’s operations and fi nances; and
(b) the CEO and other key management personnel who are responsible, regarding the adequacy and eff ectiveness of the company’s risk management and internal control systems.

The Board is responsible for the governance of risk by ensuring that the Management maintains a sound system of risk management and internal controls to safeguard Shareholders’ interest. The Group has established a risk identifi cation and management framework. Using the aforesaid framework, the Group identifi es key risks and undertakes appropriate measures to control and mitigate these risks. Action plans to manage the risks are continually being monitored and refi ned by the Management together with the Board. All signifi cant control policies and procedures are reviewed regularly, and signifi cant matters are highlighted to the AC and the Board.

The internal controls structure of the Group has been designed and put in place by the Management of the Group’s business units to provide reasonable assurance against material fi nancial misstatements or loss, for the safeguarding of assets, for the maintenance of proper accounting records, for the provision of fi nancial and other information with integrity, reliability and relevance, and in compliance with applicable laws and regulations.

The Company does not have a Risk Management Committee. However, the Management regularly reviews the Company’s business and operational activities to identify areas of signifi cant business risks as well as appropriate measures to control and mitigate these risks. The Management reviews all signifi cant control policies and procedures and highlights all signifi cant matters to the AC and the Board. During FY2025, there were no material weaknesses being identifi ed.

The Group’s internal auditor, Ba ker Tilly Consultancy (Singapore) Pte Ltd (“ Baker Tilly ”), carries out internal audit on the system of internal controls at least annually and reports the fi ndings to the AC. The Group’s external auditors, Grant Thornton Audit LLP, may in the course of their statutory audit, recommend any areas that need improvement. The Management will then take corrective measures to strengthen the internal controls. Any material non-compliance and internal control weaknesses and recommendations for improvements are noted during the audit and will be reported to the AC. The Board, with the assistance of the AC, internal and external auditors, will review the adequacy and eff ectiveness of the Group’s key internal controls.

In FY2025, the AC engaged the internal auditors to conduct an audit on the operations of Communa Gold Pte. Ltd.. There are no material fi ndings from the internal audit carried out by the internal auditors.

living business in late November 2024, the Management remains committed to reviewing and evaluating its internal controls over fi nancial reporting and operations to ensure alignment with the Group’s evolving business requirements. The Management will continue to update the AC and the Board on the implementation progress of the internal controls, as and when necessary, and will take appropriate steps to implement any recommendations based on its level of priority and signifi cance of risk.

of any internal controls system against the occurrence of human and system errors, poor judgment in decisionmaking, losses, fraud or other irregularities. Thus, the Board and the Management will continue to review and strengthen the Group’s control environment, and further refi ne its internal policies and procedures.

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CORPORATE GOVERNANCE REPORT

For FY2025, the Board has received assurances from the Chairman, the Executive Director and Head of Corporate Development, the COO and the FC that fi nancial records have been properly maintained, the fi nancial statements provide a true and fair view of the Company’s operations and fi nances, and that the Company’s risk management and internal control systems are adequate and operating eff ectively. The Board, with the concurrence of the AC, concludes that based on (i) the internal control systems established and maintained by the Group, (ii) work performed by the internal auditors during the fi nancial year, (iii) statutory audit by the external auditors and (iv) review performed by Management, the Group’s system of risk management and internal controls, addressing fi nancial, operational, compliance and information technology controls risks, were adequate and eff ective for FY2025.

Audit Committee

Principle 10: The Board has an AC which discharges its duties objectively. Provision 10.1: The duties of the AC include:

(a) the fi nancial statements of the company and any announcements relating to the company’s fi nancial performance;
(b) risk management systems;
(c)
(d) making recommendations to the Board on: (i) the proposals to the shareholders on the appointment and removal of external auditors; and (ii) the remuneration and terms of engagement of the external auditors;
(e) company’s internal audit function; and

(f) reviewing the policy and arrangements for concerns about possible improprieties in financial reporting or other matters to be safely raised, independently investigated and appropriately followed up on. The company publicly discloses, and clearly communicates to employees, the existence of a whistle-blowing policy and procedures for raising such concerns.

The AC has adopted a written term of reference which describes the responsibilities of the AC and the proceedings at AC meetings. The AC’s principal responsibilities are as follows:

(a) review with the external auditors of the Company, its audit plan, evaluation of the internal accounting controls, audit reports and any matters which the external auditors wishes to discuss (in the absence of the Management);
(b) ensure co-operation is given by the Management to the internal and external auditors;
(c) review the announcement of the half-yearly and year-end results to SGX-ST;
(d) review the annual financial statements and the auditor’s report on the Company’s annual financial statements before they are presented to the Board, focusing on:
going concern assumption;
compliance with accounting standards and regulatory requirements;
any changes in accounting policies and practices;
major judgmental areas;

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(e) risk management, internal controls, business and service systems and practices;
(f) arise within the Group. The AC is also required to ensure that the Directors report such transactions annually to Shareholders in the annual report;
(g) information technology and compliance risks;
(h) make recommendations on the appointment and re-appointment of the external and internal auditors to the Board;
(i) such risks to the Company; and
(j) any other functions which may be agreed by the AC and the Board.

of reference, full access to and co-operation from the Management, and has been given full discretion to invite any Director or executive offi cer to attend its meetings, as well as reasonable resources to enable it to discharge its functions properly. The AC is authorised to obtain independent professional advice if necessary, in the discharge of its responsibilities. Such expenses will be borne by the Company.

statement, through advices from the external auditors and other professionals. During FY2025, the external auditors was invited to attend the AC meeting to present their audit plan while the internal auditors was invited to attend the AC meeting once to present their internal audit report. In line with the recommendations by ACRA, Monetary Authority of Singapore and SGX-ST that the AC can help to improve transparency and enhance the quality of corporate reporting by providing a commentary on key audit matters (“ KAM ”). The AC reviewed the KAM and concurred with the external auditor and Management on their identifi cation, assessments, judgements and estimates on the signifi cant matters reported by the external auditors. Please refer to the “Independent Auditor’s Report” section of the Annual Report for more details.

The AC reviews the independence of the external auditors annually, including the scope and the value of any non- audit services to ensure that the nature and extent of any such services will not prejudice the independence and objectivity of the external auditors. As disclosed in Note 8 to the audited fi nancial statements of the Group for FY2025, the aggregate amount of fees paid/payable to the external auditors of the Company, Grant Thornton Audit LLP, and its network fi rms for FY2025 was approximately S$105,000 for audit fees. Having considered that there was no non-audit services provided and non-audit fees paid during FY2025, the AC is satisfi ed with the independence and objectivity of Grant Thornton Audit LLP.

the appointment of its external auditors. The AC reviewed and confi rmed that Grant Thornton LLP is a suitable audit fi rm to meet the Company’s audit obligations, having regards to the adequacy of resources and experience of the fi rm, the assigned audit engagement partner, other audit engagements, size and nature of the Group, and the number and experience of supervisory and professional staff assigned to the audit. The AC has recommended to the Board that, Grant Thornton Audit LLP, be nominated for re-appointment as external auditors at the forthcoming AGM.

The Company has put in place a whistle-blowing policy to provide a channel for employees and any other persons to report in good faith and in confi dence, without fear of reprisals, concerns about possible improprieties in fi nancial reporting or other matters. The Group is committed to the highest possible standards of ethical, moral and legal business conduct. In line with this commitment and the Group’s commitment to open communication, cases that are signifi cant are reviewed by the AC for adequacy and independence of investigation actions and resolutions. The objective of such an arrangement is to ensure independent investigation of such matters and for appropriate follow-up action. Reporting can be done through the Company’s email to the attention of the AC at [email protected].

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Provision 10.2: The AC comprises at least three directors, all of whom are non-executive and the majority of whom, including the AC Chairman, are independent. At least two members, including the AC Chairman, have recent and relevant accounting or related fi nancial management expertise or experience.

As at the date of this report, the AC comprises of four (4) members, three of whom, including the Chairman of AC, are independent. The current members of the AC are:

Ms. Tay Lee Sie Fiona Chairman and Independent Director Ms. Wang Xiaolan Member and Independent Director Mr. Soh Chun Bin Member and Lead Independent Director Mr. Seah Kah Boon, Desmond Member and Non-Executive Non-Independent Director

The Board constantly reviews and ensures that the members of the AC are qualified to discharge their responsibilities. The Board and the NRC are of the view that the members of the AC are appropriately qualifi ed to discharge their responsibilities as they bring with them many years of accounting, business management, legal, marketing expertise and investment experience.

Provision 10.3: The AC does not comprise former partners or directors of the company’s existing auditing fi rm or auditing corporation: (a) within a period of two years commencing on the date of their ceasing to be a partner of the auditing fi rm or director of the auditing corporation; and in any case, (b) for as long as they have any fi nancial interest in the auditing fi rm or auditing corporation.

audit fi rm and none of the AC members hold any fi nancial interest in the Company’s external audit fi rm.

Provision 10.4: The primary reporting line of the internal audit function is to the AC, which also decides on the appointment, termination and remuneration of the head of the internal audit function. The internal audit function has unfettered access to all the company’s documents, records, properties and personnel, including the AC, and has appropriate standing within the company.

The Board recognises its responsibilities for maintaining a system of internal control processes to safeguard Shareholders’ investments and the Group’s asset and business.

who reports directly to the Chairman of AC and administratively to the Management.

Baker Tilly is a member of Baker Tilly International, a global top 10 accounting global network providing a range of services in the areas of tax, business advisory, assurance, legal and more. The internal audit engagement team consists of an Engagement Manager, Lead Consultants and Consultants who possess relevant experience as well as professional designations such as Chartered Accountant and Certifi ed Internal Auditor. The internal audit engagement team is led by its engagement partner Mr. Lim Wei Wei, the Governance & Risk Practice Leader, Sustainability Reporting Partner at Baker Tilly Singapore. With over 20 years of experience in corporate governance, internal audit & risk management, strategy & operations management, investigations and sustainability across a diverse range of industries and geographical locations., he has extensive experience in leading internal audit engagements for many companies listed on Singapore and Hong Kong stock exchanges. Mr. Lim Wei Wei holds a Master of Business Administration from the National University of Singapore and a Bachelor of Accountancy (Honours) from Nanyang Technological University. He is also a Chartered Accountant (CA) of Singapore, Certifi ed Internal Auditor (CIA), Certifi ed Financial Services Auditor (CFSA), and is Certifi ed in Risk Management Assurance (CRMA).

The internal auditors conduct their work in accordance with the Global Internal Audit Standards issued by the Institute of Internal Auditors. The internal auditors have unrestricted access to all Company’s documents, records, properties and personnel, including access to the AC. The AC is satisfi ed that the internal auditors possess the necessary skillsets and qualifi cations, demonstrated by their adherence to Standards for the Professional Practice of Internal Auditing set by The Institute of Internal Auditors. Additionally, they have suffi cient resources and hold appropriate standing within the Company to eff ectively execute their duties in accordance with the approved internal audit plan. The internal auditors reports directly to the Chairman of the AC, performing their functions under the direction of the AC and reports the fi ndings and recommendations to the AC. The internal auditors plan its audit work in consultation with, but independently of, the management, and its yearly plan is submitted to the AC for review and approval prior to the commencement of the internal audit.

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The objective of the internal audit function is to determine whether the Group’s risk management, control and governance processes, as designed by the Company, is adequate and functioning in the required manner. The internal auditor has identifi ed the Group’s main business processes and developed an audit plan that covers the main business process.

To achieve its objectives, the internal auditor has unrestricted access to all record, properties and personnel of the Group. The internal auditor reports directly to the AC which assists the Board in monitoring and managing risks and internal controls of the Group. The internal audit functions primarily focusing on whether the current system of internal control provides reasonable assurance on (i) compliance with applicable laws, regulations, policy and procedures; (ii) reliability and integrity of information; and (iii) safeguarding of assets.

review of the internal audit function in FY2025, the AC believes that the internal auditor is independent and has appropriate standing and adequate resources to perform its function eff ectively and objectively.

Provision 10.5: The AC meets with the external auditors, and with the internal auditors, in each case without the presence of Management, at least annually.

In FY2025, the AC has met with the external and internal auditors without the presence of the Management and have reviewed the adequacy of audit arrangement with emphasis on the scope and quality of their audit, the independence and the observations of the auditors.

4. SHAREHOLDER RIGHTS AND ENGAGEMENT

Shareholder Rights and Conduct of General Meetings

Principle 11: The company treats all shareholders fairly and equitably in order to enable them to exercise shareholders’ rights and have the opportunity to communicate their views on matters aff ecting the company. The company gives shareholders a balanced and understandable assessment of its performance, position and prospects.

vote at general meetings of shareholders and informs them of the rules governing general meetings of shareholders.

Notice of general meeting is despatched to Shareholders together with explanatory notes or circular on items of special business (if necessary), at least fourteen (14) days (without special resolution) or twenty-one (21) days (with special resolution) prior to the meeting date.

participate eff ectively at such meetings. All Shareholders are entitled to vote in accordance with the established voting rules and procedures. The Company conducts poll voting for all resolutions tabled at the general meetings either through manual or electronic polling. The rules, including the voting procedures, will be clearly explained by the scrutineers at such general meetings. Announcement of the detailed results showing the number of votes cast for and against each resolution and the respective percentage to the audience at the general meeting will be released on SGX- ST on the same day.

If any Shareholders are unable to attend the general meetings of the Company, he/she is allowed to appoint up to two (2) proxies to vote on his/her behalf at the general meeting through proxy forms sent in advance. The Company’s current Constitution does not allow corporations which provide nominee or custodial services to appoint more than two (2) proxies. In line with the amendments to the Companies Act, ‘relevant intermediary’ which provide nominee or custodial services to third parties are entitled to appoint more than two (2) proxies to attend and vote on their behalf at general meetings provided that each proxy is appointed to exercise the rights attached to diff erent shares held by Shareholders.

76 AUTAGCO LTD.

CORPORATE GOVERNANCE REPORT

Provision 11.2: The company tables separate resolutions at general meetings of shareholders on each substantially separate issue unless the issues are interdependent and linked so as to form one signifi cant proposal. Where the resolutions are “bundled”, the company explains the reasons and material implications in the notice of meeting.

The Company practises having separate resolutions at general meetings on each substantially separate issue. “Bundling” of resolutions are kept to a minimum and are done only where the resolutions are interdependent so as to form one signifi cant proposal and only where there are reasons and material implications involved.

Provision 11.3: All directors attend general meetings of shareholders, and the external auditors are also present to address shareholders’ queries about the conduct of audit and the preparation and content of the auditors’ report. Directors’ attendance at such meetings held during the fi nancial year is disclosed in the company’s annual report.

Shareholders are encouraged to attend the general meetings to ensure a high level of accountability and to stay informed of the Company’s strategy and goal. The Company encourages active Shareholders’ participation. During the general meetings, Shareholders may raise questions or share their views regarding the proposed resolutions, and the Company’s businesses and aff airs. The respective Chairman of the AC, NRC and key management personnel will attend to address questions relating to the progress and performance of the Group. The external auditor would also be present to assist the Directors in addressing any relevant queries by Shareholders about the conduct of audit and the preparation and content of the auditor’s report.

Provision 11.4: The company’s Constitution (or other constitutive documents) allow for absentia voting at general meetings of shareholders.

Voting in absentia and electronic mail may only be possible following careful study to ensure the integrity of the information and authentication of the identity of members through the web is not compromised and is also subject to legislative amendment to recognise electronic voting.

Provision 11.5: The company publishes minutes of general meetings of shareholders on its corporate website as soon as practicable. The minutes record substantial and relevant comments or queries from shareholders relating to the agenda of the general meeting, and responses from the Board and Management.

The Company Secretary prepares minutes of general meetings that include substantial and relevant comments or queries raised by the Shareholders during the meeting, and responses from the Board and the Management. These minutes will be published on the SGXNet and/or the Company’s website within one (1) month from the date of meeting.

The forthcoming AGM to be held in respect of FY2025 will be convened and held physically, the details of which are set out in the Notice of AGM. Shareholders will be able to raise questions and vote in person at the AGM.

Provision 11.6: The company has a dividend policy and communicates it to shareholders.

policy when appropriate. In considering the payment of dividend, the Board shall consider factors such as the Company’s profi ts, cash fl ows, working capital and capital expenditure requirements, investment plans and other factors that the Board may deem relevant. Notwithstanding the above, any declaration of dividends is clearly communicated to the Shareholders via SGXNet. Further, the Company will, in line with Rule 704(23) of the Catalist Rules, expressly disclose the reason(s) in the event that the Board decides not to declare or recommend a dividend,

Taking into account the above stated factors, the Company has not declared any dividends for FY2025 in view of the negative earnings.

ANNUAL REPORT 2025

CORPORATE GOVERNANCE REPORT

Engagement with Shareholders

Principle 12: The company communicates regularly with its shareholders and facilitates the participation of shareholders during general meetings and other dialogues to allow shareholders to communicate their views on various matters aff ecting the company.

Provision 12.1: The company provides avenues for communication between the Board and all shareholders, and discloses in its annual report the steps taken to solicit and understand the views of shareholders.

Company believes that prompt disclosure of pertinent information and high standard of disclosure are the keys to raise the level of corporate governance. For all announcements (including fi nancial performance reporting) made to the public via SGXNet and the annual reports issued to Shareholders, the Board is cognisant of its responsibility to present a fair assessment of the Group’s current performance, position and its future prospects.

Information is disseminated to Shareholders on a timely basis through:

(a) SGXNet systems and news release;
(b) annual reports prepared and issued to all Shareholders; and
(c) the Company’s website at www.autagco.com.sg at which Shareholders can access information on the Group.

The Board takes adequate steps to ensure compliance with legislative and statutory requirements, and observes obligations of continuing disclosure under the Catalist Rules. The Management reviews and provides relevant compliance reports for the Board’s approval. For issues relating to the Group’s business development, the Board also provides the Shareholders with periodic updates and reports through announcements where necessary. The Group’s fi nancial results and annual reports are announced or issued within the period specifi ed under the Catalist Rules.

Provision 12.2: The company has in place an investor relations policy which allows for an ongoing exchange of views so as to actively engage and promote regular, eff ective and fair communication with shareholders.

Provision 12.3: The company’s investor relations policy sets out the mechanism through which shareholders may contact the company with questions and through which the company may respond to such questions.

The Company does not have an Investor Relations Policy in place. Mr. Loke Pak Hoe, Patrick the Executive Director and Head of Corporate Development of the Company, is in charge of investors’ relations and communicates with its investors on a regular basis and attends to their queries.

In line with the continuous obligations of the Company pursuant to the Catalist Rules, the Board’s policy is that all Shareholders should be equally informed of all major developments impacting the Group. The Company does not practice selective disclosure.

Shareholders are strongly encouraged to participate at general meetings, which acts as the major platform for Shareholders to engage and dialogue with the Company directly. Shareholders are encouraged to have open communication with the Directors and key Management personnel during the general meetings on their views on matters relating to the Company.

Further, the Company provides its email address in the “Corporate Information” section of the Annual Report and on the Company’s website through which the Shareholders may contact the Company with questions and by which the Company may respond to such questions.

AUTAGCO LTD.

CORPORATE GOVERNANCE REPORT

5. MANAGING STAKEHOLDERS RELATIONSHIPS

Engagement with Stakeholders

Principle 13: The Board adopts an inclusive approach by considering and balancing the needs and interests of material stakeholders, as part of its overall responsibility to ensure that the best interests of the company are served.

Provision 13.1: The company has arrangements in place to identify and engage with its material stakeholder groups and to manage its relationships with such groups.

Provision 13.2: The company discloses in its annual report its strategy and key areas of focus in relation to the management of stakeholder relationships during the reporting period.

Provision 13.3: The company maintains a current corporate website to communicate and engage with stakeholders.

The Board adopts an inclusive approach by considering and balancing the needs and interests of material stakeholders, as part of its overall responsibility to ensure that the best interests of the Company are served.

The Company has in place a process to identify its various stakeholders and understand their viewpoints as well as actively communicating with them to align the Company’s expectations and goals. The Group engages with the key stakeholders through various platforms. Details of the stakeholders engaged by the Group, areas of focus, approaches to stakeholders, including frequency of engagement by type and by stakeholder group and key feedback or issues that have been raised though stakeholder engagement and can be found in the Company’s Sustainability Report 2025 section.

All material information on the performance and development of the Group and of the Company is disclosed in a timely, accurate and comprehensive manner through SGXNet and the Company’s website. The Company does not practice selective disclosure of material information. All materials on the interim and full year fi nancial results are available on the Company’s website – www.autagco.com.sg. Stakeholders can also contact the Company through email, the details of which can be found on the Company’s website.

OTHER CORPORATE GOVERNANCE MATTERS

Dealings in Securities

The Company has complied with Rule 1204(19) of the Catalist Rules. The Company has in place a policy prohibiting share dealings by the Company, Directors and employees of the Company for the period of (i) two (2) weeks before the announcement of the Company’s fi nancial statements for each of the fi rst three (3) quarters of its fi nancial year, if the Company reports quarterly; or (ii) one (1) month prior to the announcement of the Company’s half year fi nancial statements, if the Company reports half yearly; and one (1) month prior to the announcement of the Company’s full year fi nancial statements, and ending on the date of the announcement of the relevant results.

In addition, the Company, Directors and employees are expected to observe insider trading laws at all times even when dealing in securities within the permitted trading period. They are also discouraged from dealing in the Company’s shares on short-term consideration.

Material Contracts

Save as disclosed via SGXNet, there were no material contracts entered into by the Company or any of its subsidiaries involving the interest of any Director, or controlling Shareholder, either still subsisting at the end of FY2025 or if not then subsisting, entered into since the end of the previous fi nancial year.

Convertible loan agreement dated 29 November 2024

On 29 November 2024, the Company entered into a convertible loan agreement (the “ Convertible Loan Agreement ”) with Lenn International Pte. Ltd. (the “ Investor ”) and Mr Ng Boon Hui (the Executive Chairman and CEO of the Company) (the “ Guarantor ”), pursuant to which the Investor has granted an interest-bearing convertible loan for a principal amount of S$500,000 to the Company (the “ Convertible Loan ”). The Guarantor has provided an unconditional and irrevocable guarantee and indemnity in respect of the Company’s obligations under the Convertible Loan Agreement, which shall remain in force until all such obligations have been fully performed or

ANNUAL REPORT 2025

CORPORATE GOVERNANCE REPORT

The Convertible Loan has a maturity date of two (2) years from the date of disbursement thereof, or such other date as may be mutually agreed in writing. Pursuant to the Convertible Loan Agreement, the Investor has the right to convert the Convertible Loan at the issue price of S$0.003 per Conversion Share (the “ Conversion Price ”) into a maximum of 166,666,666 new ordinary shares in the issued and paid-up capital of the Company (the “ Conversion Shares ”), fractional shares to be disregarded.

On 8 December 2025, the Company entered into a separate supplemental letter with the Investor to mutually agree to extend the maturity date of the Convertible Loan Agreement from 2 December 2026 to 2 June 2027.

Non-Sponsor Fees

There were no non-sponsor fees paid or payable to the Company’s sponsor, SAC Capital Private Limited, for FY2025.

Interested Person Transactions (“IPTs”)

The Company has established procedures to ensure that all transactions with interested persons are reported in a timely manner to the AC and those transactions are conducted on an arm’s length basis and are not prejudicial to the interests of the Shareholders.

Information on the IPTs entered into between the Group and the Interested Persons for the FY2025 are set out below:

==> picture [489 x 140] intentionally omitted <==

----- Start of picture text -----

Aggregate value of
all interested person
transactions during
the fi nancial year Aggregate value of
under review (excluding all interested person
transactions less than transactions conducted
S$100,000 and under shareholders’
transactions conducted mandate pursuant to Rule
Name of interested Nature of under shareholders’ mandate 920 (excluding transactions
person relationship pursuant to Rule 920) less than S$100,000)
– [(1)] –
Aurico Global Holdings Controlling
Pte. Ltd. (“ Aurico ”) Shareholder
----- End of picture text -----

Note:

(1) On 7 May 2024, the Company entered into a loan agreement (“ First Loan Agreement ”) with Aurico, pursuant to which, Aurico has agreed to provide the Company a loan facility in an aggregate principal amount of S$250,000 at the interest rate of 7% per annum and repayable nine (9) months from the date of disbursement. Please refer to the Company’s announcement dated 7 May 2024 for more details.

On 25 October 2024 and 6 January 2025, the Company entered into two separate loan agreements (“ Second Loan Agreement ” and “ Third Loan Agreement ”) with Aurico, pursuant to which, Aurico has agreed to provide the Company further loan facilities totaling a principal of S$1,750,000 at the interest rate of 2.8% per annum and repayable twenty-four (24) months from the date of disbursement. Please refer to the Company’s announcements dated 25 October 2024 and 6 January 2025 for more details.

As at 31 July 2025, the outstanding principal amounts under the First and Second Loan Agreements are S$160,000 and S$450,000 respectively. The Company has yet to commence any drawdown under the Third Loan Agreement. The total interest accrued for FY2025 amounts to approximately S$18,000 which is less than S$100,000.

Subsequently, pursuant to an undertaking by Aurico, the maturity dates for the First Loan Agreement and Second Loan Agreement, originally due on 8 February 2025 and 4 November 2026 respectively, have been extended to 31 March 2027. All other provisions of the First Loan Agreement and Second Loan Agreement shall remain in full force and eff ect.

The Company does not have a Shareholders’ mandate for IPTs.

AUTAGCO LTD.

ADDITIONAL INFORMATION ON DIRECTORS SEEKING REELECTION

Mr. Seah Kah Boon, Desmond (“Mr. Seah”)	15 April 2025	Not applicable	42	Singapore	The Board having considered the recommendation of the Nominating & Remuneration Committee and assessed Mr. Seah’s qualif cations and work experience, is of the view that Mr. Seah has the requisite experience and capabilities to assume the duties and responsibilities of a Non-Executive Non- Independent Director of the Company.
Mr. Soh Chun Bin (Mr. Soh”)	15 April 2025	Not applicable	51	Singapore	The Board having considered the recommendation of the Nominating & Remuneration Committee and assessed Mr. Soh’s qualif cations, work experience and independence, is of the view that Mr. Soh has the requisite experience and capabilities to assume the duties and responsibilities of the Lead Independent Director of the Company.
Ms. Tay Lee Sie Fiona (“Ms. Tay”)	12 March 2025	Not applicable	43	Singapore	The Board having considered the recommendation of the Nominating & Remuneration Committee and assessed Ms. Tay’s qualif cations, work experience and independence, is of the view that Ms. Tay has the requisite experience and capabilities to assume the duties and responsibilities of an Independent Director of the Company.
Mr. Loke Pak Hoe, Patrick (“Mr. Loke”)	8 May 2024	7 March 2025	55	Singapore	The Board having considered the recommendation of the Nominating & Remuneration Committee and assessed Mr. Loke’s qualif cations, work experience and overall contribution since he was appointed as a Director of the Company, is of the view that Mr. Loke has the requisite experience and capabilities to assume the duties and responsibilities of the Executive Director and Head of Corporate Development of the Company.
Mr. Ng Boon Hui (“Mr. Ng”)	8 May 2024	7 March 2025	60	Singapore	The Board having considered the recommendation of the Nominating & Remuneration Committee and assessed Mr. Ng’s qualif cations, work experience and overall contribution since he was appointed as a Director of the Company, is of the view that Mr. Ng has the requisite experience and capabilities to assume the duties and responsibilities of the Executive Chairman and CEO of the Company.
Name of Director	Date of appointment	Date of last re- appointment	Age	Country of principal residence	The Board’s comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process)

ANNUAL REPORT 2025

ADDITIONAL INFORMATION ON DIRECTORS SEEKING REELECTION

Mr. Seah Kah Boon, Desmond (“Mr. Seah”)	Non-executive	Non-Executive Non- Independent Director Member of Audit Committee	Bachelor of Science (Honours) in Business Computing, University of Bradford (UK)
Mr. Soh Chun Bin (Mr. Soh”)	Non-executive	Lead Independent Director Member of Audit Committee and Nominating & Remuneration Committee	Advocate & Solicitor, Supreme Court of Singapore Bachelor of Laws (Hons), National University of Singapore
Ms. Tay Lee Sie Fiona (“Ms. Tay”)	Non-executive	Independent Director Chairman of Audit Committee, member of Nominating & Remuneration Committee	Chartered Valuer and Appraiser, Accounting and Corporate Regulatory Authority of Singapore Chartered Accountant, Institute of Singapore Chartered Accountants Bachelor of Accountancy with a second degree in Finance, Singapore Management University
Mr. Loke Pak Hoe, Patrick (“Mr. Loke”)	Executive. Mr. Loke is responsible for strategic planning, identifying potential mergers or acquisition targets, f nancial analysis, building and maintaining stakeholder relationships and handling investor relations matters.	Executive Director and Head of Corporate Development	Pennsylvania State University, B.Sc (Finance), Minor in Economics
Mr. Ng Boon Hui (“Mr. Ng”)	Executive. Mr. Ng is responsible for setting the strategic direction of the Group together with the Board. He also oversees day- to-day operations, including steering the business and operations for future growth and expansion and managing the risk portfolio of the Group.	Executive Chairman and CEO	Bachelor of Business Administration (BBA), National University of Singapore Advanced Certif cate in Training and Assessment (ACTA), Institute of Adult Learning Professional Certif ed Coach, International Coaching Foundation
Name of Director	Whether appointment is executive, and if so, the area of responsibility	Job title (e.g. Lead ID, AC Chairman, AC Member etc.)	Professional qualif cations

AUTAGCO LTD.

ADDITIONAL INFORMATION ON DIRECTORS SEEKING REELECTION

Mr. Seah Kah Boon, Desmond (“Mr. Seah”)	November 2024 to present: Director, Viking Capital VCC January 2023 to present: Director, Gryphon Consultancy Pte. Ltd. January 2023 to present: Director, Viking Saga Pte. Ltd. February 2016 to December 2022: Corporate Administrative Director and Consultant, Flysky Services Inc (Philippines) October 2013 to January 2016: Associate Supervisor, Delphi Automotive Systems Singapore Pte Ltd
Mr. Soh Chun Bin (Mr. Soh”)	October 2022 to present: Managing Director, Icon Law LLC November 2018 to September 2022: Director and Head of Capital Markets, Insights Law LLC January 2017 to October 2018: Head of Corporate and Commercial Group, Fortis Law Corporation October 2015 to December 2016: Managing Director, Victoria Medical Beauty Group Pte. Ltd.
Ms. Tay Lee Sie Fiona (“Ms. Tay”)	December 2025 to present: Director, Valtus Advisory Pte. Ltd. February 2023 to November 2025: Director of Valuations & Transaction Advisory, Nexia Solutions Pte. Ltd. April 2022 to January 2023: Director of Valuations & Transaction Advisory, In.Corp Global Pte. Ltd. January 2019 to March 2022: Associate Director of Valuations & Transaction Advisory, Savills Valuation and Professional Services (S) Pte Ltd July 2012 to January 2019: Associate Director of Valuations, Asia Valuation & Advisory Services Pte Ltd
Mr. Loke Pak Hoe, Patrick (“Mr. Loke”)	April 2009 to present: Founder and Managing Director (non-executive), PTL Capital Pte. Ltd. August 2021 to May 2024: Director of Strategic Development, DP Healthverse Holdings Pte. Ltd. December 2012 to February 2018: Chairman and Governing Board, Kent institute of Australia
Mr. Ng Boon Hui (“Mr. Ng”)	2014 to present: Founder and Principal Trainer, Anchor of Life Training Consultants
Name of Director	Working experience and occupation(s) during the past 10 years

ANNUAL REPORT 2025

ADDITIONAL INFORMATION ON DIRECTORS SEEKING REELECTION

Mr. Seah Kah Boon, Desmond (“Mr. Seah”)	Nil	Yes. 1. Mr. Seah, is a director and 20% equity shareholder of Viking Saga Pte. Ltd. (“Viking Saga”). Viking Saga had entered into an interest-bearing convertible loan amounting to S$700,000 with Aurico, the Controlling Shareholder of the Company, with a maturity of 36 months, due in August 2026.
Mr. Soh Chun Bin (Mr. Soh”)	Nil	No. However, for completeness of information, Mr. Soh is currently the Independent Non-Executive Director of TOTM Technologies Limited (“TOTM”), where he was appointed from 25 July 2025. Ms. Wang Xiaolan, the Independent Director of the Company, is a Vice President, Corporate Development and Human Resources of TOTM since 2022.
Ms. Tay Lee Sie Fiona (“Ms. Tay”)	Nil	No
Mr. Loke Pak Hoe, Patrick (“Mr. Loke”)	Nil	Yes. 1. Mr. Loke holds 3% shareholding interest in Aurico, the Controlling Shareholder of the Company, and he also has a 5% shareholding interest in Eighteen T, a subsidiary of Aurico.
Mr. Ng Boon Hui (“Mr. Ng”)	By virtue of Mr Ng’s 70% shareholding in Aurico Global Holdings Pte. Ltd. (“Aurico”), the Controlling Shareholder of the Company, Mr. Ng is deemed interested in the 728,000,000 ordinary shares in the capital of the Company, representing 27.92% of the entire issued share capital of the Company.	Yes. Mr. Ng is the spouse of Mdm Ho Poh Khum, who is the Chief Operating Of cer of the Company.
Name of Director	Shareholding interest in the listed issuer and its subsidiaries	Any relationship (including immediate family relationships) with any existing director, existing executive of cer, the issuer and/ or substantial shareholder of the listed issuer or of any of its principal subsidiaries

AUTAGCO LTD.

ADDITIONAL INFORMATION ON DIRECTORS SEEKING REELECTION

Mr. Seah Kah Boon, Desmond (“Mr. Seah”)	Based on the terms of the convertible loan, no conversion events have occurred to date, and any potential conversion will not result in Viking Saga becoming a substantial shareholder of Aurico. 2. Mr. Seah is a director of Viking Capital VCC where (i) Mr. Loke, the Executive Director and Head of Corporate Development of the Company, is a non executive director; and (ii) Mr. Loke, a founder and managing director of PTL, is the technical advisor to the Ascend Growth Sub-Fund under Viking Capital VCC.
Mr. Soh Chun Bin (Mr. Soh”)	Save as disclosed, Mr. Soh does not have any business or professional relationships with any other existing Directors, executive of cers, the Group and/or substantial shareholders of the Company and its principal subsidiaries.
Ms. Tay Lee Sie Fiona (“Ms. Tay”)
Mr. Loke Pak Hoe, Patrick (“Mr. Loke”)	2. Mr. Loke is a non executive director of Viking Capital VCC where Mr. Seah, the Non- Executive Non- Independent Director of the Company, is a director. Mr. Loke is also the founder and managing director of PTL Capital Pte. Ltd. (“PTL”), where PTL is the technical advisor to the Ascend Growth Sub-Fund under Viking Capital VCC.
Mr. Ng Boon Hui (“Mr. Ng”)
Name of Director

ANNUAL REPORT 2025

ADDITIONAL INFORMATION ON DIRECTORS SEEKING REELECTION

Mr. Seah Kah Boon, Desmond (“Mr. Seah”)	No	Yes
Mr. Soh Chun Bin (Mr. Soh”)	No	Yes
Ms. Tay Lee Sie Fiona (“Ms. Tay”)	No	Yes
Mr. Loke Pak Hoe, Patrick (“Mr. Loke”)	No. However, for completeness of information, Aurico is a major shareholder (72%) of Eighteen T, which is in the restaurant business. Eighteen T used to venture into a food & beverage project but there are no current operations. Should there be any conf ict of interest in the future, Mr. Loke will make such conf ict of interest known to the Board as soon as possible so that he may recuse himself from such related discussions and/or decisions and resolutions as most appropriate.	Yes
Mr. Ng Boon Hui (“Mr. Ng”)	No. However, for completeness of information, Aurico is a major shareholder (72%) of Eighteen T Holdings Pte. Ltd. (“Eighteen T”) and Mr. Ng is a non-executive director of Eighteen T, which is in the restaurant business. Eighteen T used to venture into a food & beverage project but there are no current operations. Should there be any conf ict of interest in the future, Mr. Ng will make such conf ict of interest known to the Board as soon as possible so that he may recuse himself from such related discussions and/or decisions and resolutions as most appropriate.	Yes
Name of Director	Conf ict of interest (including any competing business)	Undertaking (in the format set out in Appendix 7H) under Rule 720(1) of the Catalist Rules has been submitted to the listed issuer

AUTAGCO LTD.

ADDITIONAL INFORMATION ON DIRECTORS SEEKING REELECTION

Mr. Seah Kah Boon, Desmond (“Mr. Seah”)	Directorships:  Nil Other principal commitments: Please refer to “Working experience and occupation(s) during the past 10 years”	Directorships:  Gryphon Consultancy Pte. Ltd.  Viking Saga Pte. Ltd.  Gryphon Consultancy Sdn. Bhd.
Mr. Soh Chun Bin (Mr. Soh”)	Directorships:  Geo Energy Resources Limited  Insights Law LLC  ISOTeam Ltd Other principal commitments: Please refer to “Working experience and occupation(s) during the past 10 years”	Directorships:  Charged Asia Pte. Ltd.  Cloudzen Alpha Pte. Ltd.  Discharged Energy Pte. Ltd.  Hazon Capital Pte. Ltd.  Icon Corpserv Pte. Ltd.  Icon Law LLC  Lorenzo International Limited  Lumix Partners Pte. Ltd.  TOTM Technologies Limited
Ms. Tay Lee Sie Fiona (“Ms. Tay”)	Directorships:  Nil Other principal commitments: Please refer to “Working experience and occupation(s) during the past 10 years”	Directorships:  Valtus Advisory Pte. Ltd.
Mr. Loke Pak Hoe, Patrick (“Mr. Loke”)	Directorships:  DT8 Investments Pte. Ltd. (Struck Of )  Superfood Kitchen Pte. Ltd.  The Green Bar Pte. Ltd. Other principal commitments: Please refer to “Working experience and occupation(s) during the past 10 years”	Directorships:  Canaan Holdings Pte. Ltd.  DT8 Education Limited  Global Student Services (GSS) Pte. Ltd.  Grandis Education Group Pte. Ltd.  Novo Institute Pte. Ltd.  PTL Capital Pte. Ltd.  LifeBrandz Investment Management Pte. Ltd.  Cloud Eight Pte. Ltd.  LB F&B Pte. Ltd.
Mr. Ng Boon Hui (“Mr. Ng”)	Directorships:  JC Global Developments Pte. Ltd.  Superfood Kitchen Pte. Ltd.  The Green Bar Pte. Ltd. Other principal commitments: Please refer to “Working experience and occupation(s) during the past 10 years”	Directorships:  Anchor of Life Training Consultants Pte. Ltd.  Anchor of Life Venture Pte. Ltd.  Astral Ocular Pte. Ltd.  Aurico Global Holdings Pte. Ltd.  Eighteen T Holdings Pte. Ltd.  My Preschool Hub Pte. Ltd.  Barley and Roof Pte. Ltd.  Bespoke Habitat J3 Pte. Ltd.  Digital Marketing in a Box Private Limited  Skai Assets Pte. Ltd.
Name of Director	Past (for the last 5 years)	Present

ANNUAL REPORT 2025

ADDITIONAL INFORMATION ON DIRECTORS SEEKING REELECTION

Mr. Seah Kah Boon, Desmond (“Mr. Seah”)
Mr. Soh Chun Bin (Mr. Soh”)	 Triyards Holdings Limited (in liquidation with ef ect from 24 August 2022)  Yongmao Holdings Limited
Ms. Tay Lee Sie Fiona (“Ms. Tay”)
Mr. Loke Pak Hoe, Patrick (“Mr. Loke”)
Mr. Ng Boon Hui (“Mr. Ng”)	 Skainom Pte. Ltd.  LifeBrandz Investment Management Pte. Ltd.  Cloud Eight Pte. Ltd.  LB F&B Pte. Ltd.  Communa Gold Pte Ltd  AuriProp Pte. Ltd.  AuriWealth Pte. Ltd.  Aurelium Management Pte. Ltd.  Aurelium Tech Pte. Ltd.  321 JCR Shophouse Partners Pte. Ltd.  321 Joo Chiat Road Pte. Ltd.  38 Foch Road Pte. Ltd.  38 FR Partners Pte. Ltd.  486 Geylang Road Pte. Ltd.  5 LV Global Holdings Pte. Ltd.  549 Geylang Road Pte. Ltd.  Communa Global Pte. Ltd.  Mr Mukata Enterprise Pte. Ltd  Enterprise One Food Factory 0518 Pte. Ltd.  Enterprise One Food Factory 0520 Pte. Ltd
Name of Director

AUTAGCO LTD.

ADDITIONAL INFORMATION ON DIRECTORS SEEKING REELECTION

Mr. Seah Kah Boon, Desmond (“Mr. Seah”)	Other principal commitments: Please refer to “Working experience and occupation(s) during the past 10 years”	No
Mr. Soh Chun Bin (Mr. Soh”)	Other principal commitments: Please refer to “Working experience and occupation(s) during the past 10 years”	No
Ms. Tay Lee Sie Fiona (“Ms. Tay”)	Other principal commitments: Please refer to “Working experience and occupation(s) during the past 10 years”	No
Mr. Loke Pak Hoe, Patrick (“Mr. Loke”)	Other principal commitments: Please refer to “Working experience and occupation(s) during the past 10 years”	No
Mr. Ng Boon Hui (“Mr. Ng”)	Other principal commitments: Please refer to “Working experience and occupation(s) during the past 10 years” While Mr. Ng. is a current principal trainer at Anchor of Life Training Consultants, he has conf rmed that the time commitment is not signif cant and he will be able to devote his time and attention to the Group’s business operations.	No
Name of Director		(a) Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any jurisdiction was f led against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner?

ANNUAL REPORT 2025

ADDITIONAL INFORMATION ON DIRECTORS SEEKING REELECTION

Mr. Seah Kah Boon, Desmond (“Mr. Seah”)	No	No	No
Mr. Soh Chun Bin (Mr. Soh”)	Yes. Mr. Soh was an independent non-executive director of Triyards Holdings Limited from August 2012, which is currently in liquidation by way of a compulsory winding up on grounds of insolvency with ef ect from 24 August 2022. Mr. Soh was previously an executive director of Victoria Medical Beauty Group Pte. Ltd. from May 2015, which had been liquidated by way of a compulsory winding up on grounds of insolvency with ef ect from 3 August 2018.	No	No
Ms. Tay Lee Sie Fiona (“Ms. Tay”)	No	No	No
Mr. Loke Pak Hoe, Patrick (“Mr. Loke”)	Yes. Mr. Loke was a former director of TGB before stepping down on 19 August 2025. TGB commenced creditors’ voluntary liquidation on 19 December 2025.	No	No
Mr. Ng Boon Hui (“Mr. Ng”)	Yes. Mr. Ng was a former director of The Green Bar Pte. Ltd. (“TGB”) before stepping down on 19 August 2025. TGB commenced creditors’ voluntary liquidation on 19 December 2025.	No	No
Name of Director	(b) Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was f led against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of Insolvency?	(c) Whether there is any unsatisf ed judgment against him?	(d) Whether he has ever been convicted of any of ence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose?

AUTAGCO LTD.

ADDITIONAL INFORMATION ON DIRECTORS SEEKING REELECTION

Mr. Seah Kah Boon, Desmond (“Mr. Seah”)	No	No
Mr. Soh Chun Bin (Mr. Soh”)	No	No
Ms. Tay Lee Sie Fiona (“Ms. Tay”)	No	No
Mr. Loke Pak Hoe, Patrick (“Mr. Loke”)	No	No
Mr. Ng Boon Hui (“Mr. Ng”)	No	No
Name of Director	(e) Whether he has ever been convicted of any of ence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach?	(f) Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a f nding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part?

ANNUAL REPORT 2025

ADDITIONAL INFORMATION ON DIRECTORS SEEKING REELECTION

Mr. Seah Kah Boon, Desmond (“Mr. Seah”)	No	No	No
Mr. Soh Chun Bin (Mr. Soh”)	No	No	No
Ms. Tay Lee Sie Fiona (“Ms. Tay”)	No	No	No
Mr. Loke Pak Hoe, Patrick (“Mr. Loke”)	No	No	No
Mr. Ng Boon Hui (“Mr. Ng”)	No	No	No
Name of Director	(g) Whether he has ever been convicted in Singapore or elsewhere of any of ence in connection with the formation or management of any entity or business trust?	(h) Whether he has ever been disqualif ed from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust?	(i) Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity?

AUTAGCO LTD.

ADDITIONAL INFORMATION ON DIRECTORS SEEKING REELECTION

Mr. Seah Kah Boon, Desmond (“Mr. Seah”)		No	No	No
Mr. Soh Chun Bin (Mr. Soh”)		No	No	No
Ms. Tay Lee Sie Fiona (“Ms. Tay”)		No	No	No
Mr. Loke Pak Hoe, Patrick (“Mr. Loke”)		No	No	No
Mr. Ng Boon Hui (“Mr. Ng”)		No	No	No
Name of Director	(j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the af airs of:	(i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or	(ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or	(iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or

ANNUAL REPORT 2025

ADDITIONAL INFORMATION ON DIRECTORS SEEKING REELECTION

Mr. Seah Kah Boon, Desmond (“Mr. Seah”)	No		No
Mr. Soh Chun Bin (Mr. Soh”)	No		No
Ms. Tay Lee Sie Fiona (“Ms. Tay”)	No		No
Mr. Loke Pak Hoe, Patrick (“Mr. Loke”)	No		No
Mr. Ng Boon Hui (“Mr. Ng”)	No		No
Name of Director	(iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere,	in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust?	(k) Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere?

AUTAGCO LTD.

DIRECTORS’ STATEMENT

Ltd. (the “Company”) and its subsidiaries (collectively, the “Group”), and the statement of fi nancial position and statement of changes in equity of the Company for the fi nancial year ended 31 July 2025.

1. Opinion of the directors

In the opinion of the directors,

(a) changes in equity of the Company are drawn up so as to give a true and fair view of the fi nancial position of the Group and of the Company as at 31 July 2025 and the fi nancial performance, changes in equity and cash fl ows of the Group and changes in equity of the Company for the fi nancial year ended on that date; and
(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due with reasons as explained in Note 2.1 of the fi nancial statements.

2. Directors

Executive Chairman and Chief Executive Of cer

Ng Boon Hui

Executive Director and Head of Corporate Development Loke Pak Hoe, Patrick

Independent non-executive directors Wang Xiaolan Tay Lee Sie Fiona (Appointed on 12 March 2025) Soh Chun Bin (Appointed on 15 April 2025) Non-independent non-executive director Seah Kah Boon, Desmond (Appointed on 15 April 2025)

3. Arrangements to enable directors to acquire shares or debentures

whose objects were, or one of whose objects was, to enable the directors of the Company to acquire benefi ts by means of the acquisition of shares in, or debentures of, the Company or any other body corporate, except as disclosed in paragraphs 4, 5 and 6 below.

ANNUAL REPORT 2025

DIRECTORS’ STATEMENT

4. Directors’ interests in shares or debentures

and debentures of the Company and its related corporations as recorded in the Register of Directors’ shareholdings kept by the Company under Section 164 of the Singapore Companies Act 1967 (the “Act”) except as follows:

Number of ordinary shares Major shareholder Aurico Global Holdings Pte. Ltd. Ng Boon Hui Loke Pak Hoe, Patrick The Company Ng Boon Hui	Direct interest At beginning of year or date of appointment, if later At end of f nancial year 700,000 700,000 30,000 30,000 – –	Deemed interest
		At beginning of year or date of appointment, if later At end of f nancial year – – – – 728,000,000 728,000,000

By virtue of Section 7 of the Act, Ng Boon Hui is deemed to have interests in the shares of all subsidiary corporations of the Company at the beginning or date of appointment and at the end of the fi nancial year.

In accordance with the continuing listing requirements of the Singapore Exchange Securities Trading Limited (“SGX-ST”), the Directors of the Company state that, according to the register of directors’ shareholdings, the directors’ interest as at 21 August 2025 in the shares of the Company have not changed from those disclosed as at 31 July 2025.

5. Share options

its subsidiaries.

shares of the Company or its subsidiaries.

year.

AUTAGCO LTD.

DIRECTORS’ STATEMENT

6. Audit Committee

The members of the Audit Committee during the year and at date of this statement are:

Tay Lee Sie Fiona (Chairman of Audit Committee) Wang Xiaolan Soh Chun Bin Seah Kah Boon, Desmond

Manual and the Code of Corporate Governance.

The Audit Committee has held four meetings since the last directors’ statement. In performing its functions, the Audit Committee met with the Company’s external and internal auditors to discuss the scope of their work, the results of their examination and evaluation of the Company’s internal accounting control system.

The Audit Committee also reviewed the following:

(i) the audit plans and results of the external audit, including the evaluation of internal accounting controls and its cost eff ectiveness, and the independence and objectivity of the external auditors, including the review of the extent of non-audit services provided by the external auditors to the Group;
(ii) the audit plans of the internal auditors of the Group and their evaluation of the adequacy of the Group’s system of internal accounting controls;
(iii) statements of the Group and of the Company before their submission to the board of directors;
(iv) the half-yearly and annual announcements as well as the related press releases on the results of the Group and fi nancial position of the Group and of the Company;
(v)
(vi) the Group’s compliance with legal requirements and regulations, including the related compliance policies and programmes and reports received from regulators, if any;
(vii) the interested person transactions in accordance with SGX-ST listing rules;
(viii) the nomination of external auditors and gave approval of their compensation; and
(ix) the submission of report of actions and minutes of the Audit Committee to the board of directors with any recommendations as the Audit Committee deems appropriate.

The Audit Committee has full access to management and is given the resources required for it to discharge its functions. It has full authority and the discretion to invite any director or executive offi cer to attend its meetings. The Audit Committee also recommends the appointment of the external auditors and reviews the level of audit and non-audit fees.

recommended to the board of directors that the auditors, Grant Thornton Audit LLP, be nominated for reappointment as auditors at the forthcoming Annual General Meeting of the Company.

Rules 712 and 715 of the SGX Listing Manual.

ANNUAL REPORT 2025

DIRECTORS’ STATEMENT

7. Auditors

At an Extraordinary General Meeting held on 18 June 2025, Grant Thornton Audit LLP were appointed as the auditors of the Company. Grant Thornton Audit LLP has expressed its willingness to accept re-appointment as auditor.

On behalf of the Board of Directors

Ng Boon Hui Director

Loke Pak Hoe, Patrick Director

12 January 2026

AUTAGCO LTD.

INDEPENDENT AUDITORS’ REPORT

To the members of Autagco Ltd. and its subsidiaries

Report on the Audit of the Financial Statements

Opinion

comprise the consolidated statement of fi nancial position of the Group and the statement of fi nancial position of the Company as at 31 July 2025, and the consolidated statement of profi t or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash fl ows of the Group, and statement of changes in equity of the Company for the year then ended, and notes to the fi nancial statements, including material accounting policy information.

position of the Company are properly drawn up in accordance with the provisions of the Companies Act 1967 (the “Act”) and Singapore Financial Reporting Standards (International) (“SFRS(I)s”) so as to give a true and fair view of the consolidated fi nancial position of the Group and the fi nancial position of the Company as at 31 July 2025 and of the consolidated fi nancial performance, consolidated changes in equity and consolidated cash fl ows of the Group and the changes in equity of the Company for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with Singapore Standards on Auditing (“SSAs”). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group in accordance with the Accounting and Corporate Regulatory Authority (“ACRA”) Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities (“ACRA Code”) together with the ethical requirements that are relevant to our audit of the fi nancial statements in Singapore, and we have fulfi lled our other ethical responsibilities in accordance with these requirements and the ACRA Code. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

the Group and Company were in a capital defi ciency position of $2,622,000 and $2,020,000 respectively, and in a net current liability position of $1,946,000 and $1,072,000 respectively. The Group reported a net loss and total comprehensive loss of $1,360,000 and $1,377,000 respectively, along with net operating cash outfl ow of $1,189,000 for the fi nancial year then ended. As stated in Note 2.1, these events or conditions, along with other matters as set forth in Note 2.1, indicate that a material uncertainty exists that may cast signifi cant doubt on the Group’s and the Company’s ability to continue as a going concern. Our opinion is not modifi ed in respect of this matter.

Key Audit Matters

the fi nancial statements of the current period. These matters were addressed in the context of our audit of the fi nancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matter described below to be the key audit matter to be communicated in our report.

ANNUAL REPORT 2025

INDEPENDENT AUDITORS’ REPORT

To the members of Autagco Ltd. and its subsidiaries

Key Audit Matters (Continued)

Identifying an acquisition as a business combination or asset acquisition (refer to Note 3.1 and 14)

Our audit response

On 30 December 2024, the Group, through its wholly-owned subsidiary, Communa Gold Pte. Ltd., acquired certain business and assets of Crescendo Wellness Living for a purchase consideration of S$50,000.

A key step in applying SFRS(I) 3 is determining whether the transaction constitutes a business combination or an asset acquisition, which is inherently judgmental. A business is defi ned as an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing goods or services, generating investment income, or other income. If the acquired set does not meet this defi nition, the transaction is accounted for as an asset acquisition, which falls outside the scope of SFRS(I) 3. In such cases, the cost of acquisition is allocated to the individual identifiable assets and liabilities based on their relative fair values, and no goodwill or bargain purchase gain is recognised.

based on management’s judgement.

Our audit procedures included, and were not limited to, the following:

Reviewed management’s assessment and judgement applied on determining whether the transaction is an asset acquisition or business combination
Reviewed and obtained an understanding of the terms and covenants of the acquisition per the Sale and Purchase Agreement (“SPA”);
Performed the optional test to identify concentration of fair value. The concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in single identifi able asset or group of similar identifiable assets. If the concentration test is met, the set of activities and assets is determined not to be a business; and
Assessed if the acquired set of activities and assets include, at a minimum, an input and a substantive process that together signifi cantly contribute to the ability to create an output.

Other Matter

auditor who expressed a disclaimer of opinion on those fi nancial statements on 19 February 2025.

The basis for disclaimer of opinion was in relation to the use of the going concern assumption. In the auditor’s evaluation of the management’s assessment of the abilities of the Group and Company to continue as going concern, the auditor was unable to obtain suffi cient appropriate audit evidence to satisfy themselves on the Group’s ability to generate suffi cient operating cash infl ows nor the fi nancial ability of the major shareholder, Aurico Global Holdings Pte. Ltd. to provide said fi nancial support. In consideration of the extent of reliance placed on the fi nancial support of the major shareholder to enable the Group and Company to continue as going concerns in the foreseeable future, in the absence of further information, the auditor was unable to ascertain the appropriateness of the management’s use of the going concern assumption in their preparation of the fi nancial statements.

Other information

Management is responsible for the other information. The other information comprises the information included in the annual report, but does not include the fi nancial statements and our auditor’s report thereon.

assurance conclusion thereon.

in doing so, consider whether the other information is materially inconsistent with the fi nancial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

100

AUTAGCO LTD.

INDEPENDENT AUDITORS’ REPORT

To the members of Autagco Ltd. and its subsidiaries

Responsibilities of Management and Directors for the Financial Statements

with the provisions of the Act 1967 and SFRS(I)s, and for devising and maintaining a system of internal accounting controls suffi cient to provide reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair fi nancial statements and to maintain accountability of assets.

a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Auditors’ Responsibilities for the Audit of the Financial Statements

material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to infl uence the

As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suffi cient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the eff ectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast signifi cant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the fi nancial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the fi nancial statements represent the underlying transactions and events in a manner that achieves fair presentation.
information of the entities or business units within the group as a basis for forming an opinion on the group fi nancial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

ANNUAL REPORT 2025 101

INDEPENDENT AUDITORS’ REPORT

To the members of Autagco Ltd. and its subsidiaries

Auditors’ Responsibilities for the Audit of the Financial Statements (Continued)

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and signifi cant audit fi ndings, including any signifi cant defi ciencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

the audit of the fi nancial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest

Report on Other Legal and Regulatory Requirements

In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiary corporations incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.

The engagement partner on the audit resulting in this independent auditor’s report is Tan Ee Choon.

GRANT THORNTON AUDIT LLP

Public Accountants and Chartered Accountants

Singapore 12 January 2026

102 AUTAGCO LTD.

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

		Group	Group
	Note	2025	2024
		$’000	$’000
Revenue	4	1,419	1,336
Other operating income	5	318	208
Reversal of expected credit loss allowance, net	29	8	277
Expenses
Inventories and consumables used	18	(469)	(532)
Depreciation	12	(188)	(433)
Amortisation of intangible asset	14	(7)	–
Employee benef ts	6	(1,369)	(1,253)
Finance cost	7	(99)	(30)
Advertising, media and entertainment		(41)	(13)
Lease expenses		(64)	(102)
Transportation		(3)	(16)
Legal and professional fees	8	(461)	(444)
Impairment of goodwill		(19)	(1,276)
Impairment on property, plant and equipment		–	(517)
Other operating expenses	9	(385)	(390)
Share of results of an associate		–	(18)
Loss before income tax		(1,360)	(3,203)
Income tax	10	–	–
Loss for the f nancial year		(1,360)	(3,203)
Other comprehensive loss
Item that may be reclassif ed subsequently to prof t or loss, net of taxation
Exchange dif erences on translating foreign operations		(17)	41
Total comprehensive loss for the f nancial year		(1,377)	(3,162)
Loss for the f nancial year attributable to:
Owners of the Company		(1,285)	(2,828)
Non-controlling interest		(75)	(375)
Loss for the f nancial year		(1,360)	(3,203)
Total comprehensive loss for the f nancial year attributable to:
Owners of the Company		(1,302)	(2,787)
Non-controlling interest		(75)	(375)
Total comprehensive loss for the f nancial year		(1,377)	(3,162)
Loss per share attributable to owners of the Company (Cents)
Basic and diluted	11	(0.05)	(0.12)

ANNUAL REPORT 2025 103

STATEMENTS OF FINANCIAL POSITION

As at 31 July 2025

Group 2025 2024	Group 2025 2024	Company 2025 2024	Company 2025 2024
$’000 1,084 – 77 17 – – – 1,178 6 155 66 227 1,405 71,210 (23) (73,126) (1,939) (683) (2,622) 450 657 700 47 1,854 1,727 404 12 30 2,173 4,027 1,405	$’000 2 19 – – – – – 21 8 169 225 402 423 70,710 (6) (71,841) (1,137) (608) (1,745) – 93 – – 93 1,754 277 – 44 2,075 2,168 423	$’000 1 – – – 1 – – 2 – 82 6 88 90 71,210 – (73,230) (2,020) – (2,020) 450 – 500 – 950 1,150 – 10 – 1,160 2,110 90	$’000 – – – – * – –
			–
			– 34 43
			77
			77
			70,710 – (71,610)
			(900) –
			(900)
			– – – –
			–
			977 – – –
			977
			977
			77

* Denotes amount less than $1,000

104 AUTAGCO LTD.

STATEMENTS OF CHANGES IN EQUITY

			Total	equity	$’000		657	760	(3,203)			41	(3,162)	(1,745)	(1,745)	500	(1,360)			(17)	(1,377)	(2,622)
		Non-	controlling	interest	$’000		(233)	–	(375)			–	(375)	(608)	(608)	–	(75)			–	(75)	(683)
Attributable to owners of the Company	Foreign	currency	Share translation Accumulated	capital reserve losses Total	$’000 $’000 $’000 $’000		69,950 (47) (69,013) 890	760 – – 760	– – (2,828) (2,828)			– 41 – 41	– 41 (2,828) (2,787)	70,710 (6) (71,841) (1,137)	70,710 (6) (71,841) (1,137)	500 – – 500	– – (1,285) (1,285)			– (17) – (17)	– (17) (1,285) (1,302)	71,210 (23) (73,126) (1,939)
				Note				21								21
						Group	At 1 August 2023	Issuance of shares	Loss for the f nancial year	Other comprehensive loss:	Exchange dif erences on translating foreign	operations	Total comprehensive income/(loss) for the f nancial year	At 31 July 2024	At 1 August 2024	Issuance of shares	Loss for the f nancial year	Other comprehensive loss:	Exchange dif erences on translating foreign	operations	Total comprehensive loss for the f nancial year	At 31 July 2025

105

ANNUAL REPORT 2025

STATEMENTS OF CHANGES IN EQUITY

Note Company At 1 August 2023 Issuance of shares 21 Loss for the f nancial year, representing total comprehensive loss for the f nancial year At 31 July 2024 At 1 August 2024 Issuance of shares 21 Loss for the f nancial year, representing total comprehensive loss for the f nancial year At 31 July 2025	Share capital Accumulated losses Total
	$’000 $’000 $’000 69,950 (68,624) 1,326 760 – 760 – (2,986) (2,986)
	70,710 (71,610) (900)
	70,710 (71,610) (900) 500 – 500 – (1,620) (1,620)
	71,210 (73,230) (2,020)

106 AUTAGCO LTD.

CONSOLIDATED STATEMENT OF CASH FLOWS

Note	Group 2025 2024	Group 2025 2024
27 5 12 5 & 9 9 14 12 13 9 5 5 7 5 5 15 16 12 24 20	$’000 (1,360) (8) (228) – (22) (2) – 7 188 19 – – – – 99 (10) (1,317) 2 (24) 164 (14) (1,189) – – (20) – (90) 11 (99) 500 700 500 (90) (430) (34) (17) 1,129 (159) 225 66	$’000 (3,203) (277) (148) 517 2 – 37 – 433 1,276 18 70 (15) (2) 30 –
		(1,262) – 428 348 –
		(486)
		2 135 – 37 (15) –
		159
		200 – – – (319) – 26
		(93)
		(420) 645
		225

ANNUAL REPORT 2025 107

CONSOLIDATED STATEMENT OF CASH FLOWS

		At end of	f nancial	year	$’000			1,061	712	630			370	202
		Foreign	exchange	dif erence	$’000			–	–	–			(2)	–
			Termination	of lease	$’000			(22)	–	–			(106)	–
	Non-cash movements	Acquisition	of a Acquisition	subsidiary of assets	$’000 $’000			– 452	– –	– –			141 –	– –
				Additions	$’000			657	–	–			214	–
			Interest	expense	$’000			34	46	18			28	2
Reconciliation of liabilities arising from f nancing activities:		At beginning	of f nancial	year Receipts Repayments	$’000 $’000 $’000	2025	Liabilities	Lease liabilities 370 – (430)	Loans and borrowings – 700 (34)	Amount due to a shareholder 202 500 (90)	2024	Liabilities	Lease liabilities 414 – (319)	Amount due to a shareholder – 200 –

108 AUTAGCO LTD.

NOTES TO THE FINANCIAL STATEMENTS

These notes form an integral part of and should be read in conjunction with the accompanying financial statements.

1. General information

Autagco Ltd. (the “Company”) (Registration Number 200311348E) is a limited liability company incorporated and domiciled in Singapore and is listed on the Catalist Board of the Singapore Exchange Securities Trading Limited (the “SGX-ST”).

City House, Singapore 068877.

The principal activity of the Company is that of investment holding. The principal activities of the subsidiaries

changes in equity of the Company for the fi nancial year ended 31 July 2025 were authorised for issue by the Board of Directors on the date of Directors’ Statement.

2. Summary of material accounting policies

2.1 Basis of preparation

The financial statements have been prepared in accordance with the Singapore Financial Reporting Standards (International) (“SFRS(I)s”). The fi nancial statements are prepared on the historical cost basis, except as disclosed in the notes below.

of the Company. All fi nancial information presented are rounded to the nearest thousand (“$’000”), unless otherwise indicated.

Going concern

$2,020,000 respectively, and in a net current liability position of $1,946,000 and $1,072,000 respectively. The Group reported a net loss and total comprehensive loss of $1,360,000 and $1,377,000 respectively, along with net operating cash outfl ow of $1,189,000 for the fi nancial year then ended. These factors indicate the existence of a material uncertainty which may cast signifi cant doubt on the Group’s and Company’s ability to continue as going concerns.

Management has assessed that it is appropriate to use the going concern assumption for the preparation of the fi nancial statements after taking into consideration the following:

(i) period of 18 months from 31 July 2025, including the fi nancing from the related company – JC Global Developments Pte. Ltd., drawdown of existing shareholder loan with Aurico Global Holdings Pte. Ltd. (“Aurico”) and expansion and continuance of the assisted living business;
(ii) Letter of undertaking has been obtained from the related company – JC Global Developments Pte. Ltd. which has obtained a loan facility of S$1,886,000 to provide continuing fi nancial support to the Group to enable it to meet its fi nancial obligations as and when they fall due so that the Group and Company will continue as a going concern in the foreseeable future;

ANNUAL REPORT 2025 109

NOTES TO THE FINANCIAL STATEMENTS

2. Summary of material accounting policies (Continued)

2.1 Basis of preparation (Continued)

(iii) Letter of undertaking has been obtained from Aurico (“Aurico Undertaking”) from the date of approval of the Group’s fi nancial statements, to not demand repayment of the amount owing by the Group to Aurico for the next 12 months and to provide continuing fi nancial support to the Group to enable it to meet its fi nancial obligations as and when they fall due so that the Group and Company will continue as a going concern in the foreseeable future;
(iv) Two separate loan agreements entered by the Company with Aurico for an aggregate loan facility of S$1,750,000 on 25 October 2024 and 6 January 2025 respectively, with repayment terms of 24 months from the respective date of disbursement. Under the Aurico Undertaking, the maturity date of the loan agreement entered into on 25 October 2024 has been extended to 31 March 2027. As at 31 July 2025, S$1,300,000 remains available for drawdown by the Company. Subsequent to the fi nancial year end, S$200,000 was drawn down from the loan agreement dated 25 October 2024. The loan agreement dated 6 January 2025 has not been drawn down; and
(v) Letter of undertaking has been obtained from certain director and executive to not demand payment of their salaries amounting to S$652,194 for the periods from 1 December 2024 to 30 November 2026.

Should the Group and the Company be unable to achieve the above-mentioned plans and measure and operates as a going concern, adjustments may have to be made to refl ect the situation that assets may need to be realised other than in the normal course of business and at amounts which may diff er signifi cantly from the amounts at which they are currently recorded in the fi nancial statements and to provide for any future liabilities which might arise. In addition, the Group and the Company may have to reclassify noncurrent assets and liabilities as current assets and liabilities respectively. Such adjustments have not been

If the Group and Company are unable to continue in operational existence for the foreseeable future, the Group and Company may be unable to discharge its liabilities in the normal course of business and adjustments may have to be made to refl ect the situation that assets may need to be realised other than in the normal course of business and at amounts which could diff er signifi cantly from the amounts at which they are currently recorded in the balance sheet. In addition, the Group may have to reclassify non-current assets and liabilities as current assets and liabilities, respectively, and the Company may have to reclassify non-current assets as current assets. No such adjustments have been made to these fi nancial statements.

New accounting standards and amendments

are relevant to its operations and eff ective for annual periods beginning on 1 August 2024. The adoption of these new/revised SFRS(I)s and SFRS(I) INT did not result in changes to the Group’s accounting policies and had no material eff ect on the current or prior year’s fi nancial statements and is not expected to have a material eff ect on future periods.

110 AUTAGCO LTD.

NOTES TO THE FINANCIAL STATEMENTS

2. Summary of material accounting policies (Continued)

2.1 Basis of preparation (Continued)

relevant to the Group were issued but not yet eff ective:

		Ef ective date
		(annual periods
		beginning on or
SFRS(I)	Title	after)
SFRS(I) 1-21	Amendments to SFRS(I) 1-21 Lack of Exchangeability	1 January 2025
SFRS(I) 9,	Amendments to SFRS(I) 9 and SFRS(I) 7 Classif cation and	1 January 2026
SFRS(I) 7	Measurement of Financial Instruments
SFRS(I) 9,	Amendments to SFRS(I) 9 and SFRS(I) 7 Contracts Referencing	1 January 2026
SFRS(I) 7	Nature-dependent Electricity
Various SFRS(I)s	Annual Improvements to SFRS(I)s – Volume 11	1 January 2026
SFRS(I) 18	Presentation and Disclosure in Financial Statements	1 January 2027
SFRS(I) 19	Subsidiaries and Small Entities without Public Accountability:	1 January 2027
	Disclosures
SFRS(I) 10,	Amendments to SFRS(I) 1-28: Investments in Associates and Joint	To be determined
SFRS(I) 1-28	Ventures and SFRS(I) 10 Consolidated Financial Statements - Sale
	or Contribution of Assets between an Investor and its Associate or
	Joint Venture

The adoption of these new and amended standards is not expected to have a material impact on the fi nancial statements in the year of initial application except for the following:

SFRS(I) 18 Presentation and Disclosure in Financial Statements

SFRS(I) 18 replaces SFRS(I) 1-1 Presentation of Financial Statements and provides guidance on presentation and disclosure in fi nancial statements, focusing on the statement of profi t or loss.

SFRS(I) 18 introduces new requirements to:

required to classify all income and expenses into one of the fi ve categories in the statement of profi t or loss: operating, investing, fi nancing, income taxes and discontinued operations, whereof the fi rst three are new.
statements and notes in general.

In addition, narrow-scope amendments have been made to SFRS(I) 1-7 Statement of Cash Flows, which introduces the use of “operating profi t or loss” as the starting point for the statement of cash fl ows when presenting operating cash fl ows under the indirect method.

application permitted. SFRS(I) 18 requires retrospective application with specifi c transition provisions. Management anticipates that the new requirements will change the current presentation and disclosure in

111

ANNUAL REPORT 2025

NOTES TO THE FINANCIAL STATEMENTS

2. Summary of material accounting policies (Continued)

2.2 Basis of consolidation

The financial statements of the Group comprise the financial statements of the Company and its subsidiaries. Subsidiaries are entities (including structured entities) over which the Group has power and the Group is able to use such power to aff ect its exposure, or rights, to variable returns through its involvement with them. Subsidiaries are consolidated from the date on which control is transferred to the Group up to the eff ective date on which control ceases, as appropriate.

for the same reporting date as that of the Company. Where necessary, accounting policies of subsidiaries have been changed to ensure consistency with the policies adopted by the Group.

When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-controlling interests and other components of equity. Any resulting gain or loss is recognised in profi t or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.

Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any diff erences between the amount by which the non-controlling interests are adjusted to refl ect the changes in the relative interests in the subsidiary and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the Company.

In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions between group entities are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment indicator of the transferred asset.

loss in the Company’s separate fi nancial statements.

2.3 Business combinations

The acquisition of subsidiaries is accounted for using the acquisition method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. For each business combination, the Group determines whether to measure the non-controlling interests in the acquiree at fair value or at proportionate share in the recognised amounts of the acquiree’s identifi able net assets. Acquisition-related costs are recognised in profi t or loss as incurred and included in administrative expenses.

under SFRS(I) 3 Business Combinations (“SFRS(I) 3”) are recognised at their fair values at the acquisition date, except for non-current assets (or disposal groups) that are classifi ed as held-for-sale in accordance with SFRS(I) 5 Non-Current Assets Held for Sale and Discontinued Operations (“SFRS(I) 5”), which are recognised and measured at the lower of cost and fair value less costs to sell.

The Group recognises any contingent consideration to be transferred for the acquiree at the fair value on the acquisition date. Contingent consideration classifi ed as equity is not remeasured and its subsequent settlement shall be accounted for within equity. Contingent consideration classifi ed as an asset or liability that is a fi nancial instrument and within the scope of SFRS(I) 9, is measured at fair value with the changes in fair value recognised in the statement of profi t or loss in accordance with SFRS(I) 9. Other contingent consideration that is not within the scope of SFRS(I) 9 is measured at fair value at each reporting date with changes in fair value recognised in profi t or loss.

Where a business combination is achieved in stages, the Group’s previously held interests in the acquired entity are re-measured to fair value at the acquisition date (i.e. the date the Group attains control) and the resulting gain or loss, if any, is recognised in profi t or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassifi ed to profi t or loss, where such treatment would be appropriate if that interest were disposed off .

112

AUTAGCO LTD.

NOTES TO THE FINANCIAL STATEMENTS

2. Summary of material accounting policies (Continued)

2.3 Business combinations (Continued)

under SFRS(I) 3 are recognised at their fair value at the acquisition date, except that:

are recognised and measured in accordance with SFRS(I) 1-12 Income Taxes (“SFRS(I) 1-12”) and SFRS(I) 1-19 Employee Benefi ts (“SFRS(I) 1-19”) respectively;
liabilities or equity instruments related to the replacement by the Group of an acquiree’s share-based payment awards are measured in accordance with SFRS(I) 2 Share-based Payment (“SFRS(I) 2”); and
Non-current
Assets Held for Sale and Discontinued Operations (“SFRS(I) 5”) are measured in accordance with that Standard.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see below), or additional assets or liabilities are recognised, to refl ect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have aff ected the amounts recognised as of that date.

The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts and circumstances that existed as of the acquisition date, and is subject to a maximum of one year.

Goodwill arising on acquisition is recognised as an asset at the acquisition date and is initially measured at cost, being the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer previously held equity interest (if any) in the entity over net acquisition-date fair value amounts of the identifi able assets acquired and the liabilities assumed.

exceeds the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer’s previously held equity interest in the acquiree (if any), the excess is recognised immediately in profi t or loss as a bargain purchase gain.

For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (“CGU”) expected to benefi t from the synergies of the combination. CGU to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the CGU is less than the carrying amount of the unit (including the goodwill), the impairment loss is allocated fi rst to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

The attributable amount of goodwill is included in the determination of gain or loss on disposal of the subsidiary.

2.4 Revenue recognition

The Group is principally in the business of food and beverages. Revenue from contracts with its customers is recognised when or as the Group satisfi es a performance obligation by transferring a promised goods or service generated in the ordinary course of the Group’s activities to its customer, at a transaction price that refl ects the consideration the Group expects to be entitled in exchange for the goods or service and that is allocated to that performance obligation. The goods or service is transferred when or as the customer obtains control of the goods or service. Revenue is presented net of rebates, discounts and sales relates taxes.

113

ANNUAL REPORT 2025

NOTES TO THE FINANCIAL STATEMENTS

2. Summary of material accounting policies (Continued)

2.4 Revenue recognition (Continued)

Food and beverages revenue

Revenue comprises the fair value of the consideration received or receivable for the sale of food and beverages in the ordinary course of the Group’s activities and recognised at a point in time upon delivery and acceptance by customers.

Consultancy service revenue

Revenue from provision of consultancy services generally relates to performance obligations to provide services, net of discounts to customers. There are no variable considerations in the contracts with customers for the services rendered.

Assisted living revenue

Revenue from provision of assisted living services generally relates to performance obligations to provide services, net of discounts to customers. There are no variable considerations in the contracts with customers for the services rendered.

2.5

Payments made to state-managed retirement benefi t schemes, such as the Singapore Central Provident Fund, are dealt with as payments to defi ned contribution plans where the Group’s obligations under the plans are equivalent to those arising in a defi ned contribution retirement benefi t plan.

2.6 Employee leave entitlements

Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the end of the fi nancial year.

2.7 Income tax

Income tax expense represents the sum of the tax currently payable and deferred tax.

as reported profi t or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are not taxable or tax deductible. The Group’s liability for current tax is calculated using tax rates (and tax laws) that have been enacted or substantively enacted in countries where the Company and its subsidiaries operate by the end of the fi nancial year.

fi nancial statements and the corresponding tax bases used in the computation of taxable profi t, and are accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary diff erences and deferred tax assets are recognised to the extent that it is probable that taxable profi ts will be available against which deductible temporary diff erences can be utilised. Such assets and liabilities are not recognised if the temporary diff erence arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that aff ects neither the taxable profi t nor the accounting profi t and does not give rise to equal taxable and deductible temporary

Deferred tax liabilities are recognised on taxable temporary differences arising on investment in subsidiaries, except where the Group is able to control the reversal of the temporary diff erence and it is probable that the temporary diff erence will not reverse in the foreseeable future.

114

AUTAGCO LTD.

NOTES TO THE FINANCIAL STATEMENTS

2. Summary of material accounting policies (Continued)

2.7 Income tax (Continued)

available against which the deductible temporary diff erences and tax losses can be utilised.

extent that it is no longer probable that suffi cient taxable profi ts will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised based on the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the fi nancial year and based on the tax consequence that will follow from the manner in which the Group expects, at the end of the fi nancial year, to recover or settle the carrying amounts of its assets and liabilities.

tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which signifi cant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

to items credited or debited directly to equity, in which case the tax is also recognised directly in equity, or where they arise from the initial accounting for a business combination. In the case of a business combination, the tax eff ect is taken into account in calculating goodwill or determining the excess of the acquirer’s interest in the net fair value of the acquiree’s identifi able assets, liabilities and contingent liabilities over cost.

Revenue, expenses and assets are recognised net of the amount of sales tax except:

when the sales tax that is incurred on purchases is not recoverable from the tax authorities, in which case the sales tax is recognised as part of cost of acquisition of the asset or as part of the expense item as applicable; and
receivables and payables that are stated with the amount of sales tax included.

2.8 Foreign currency transactions and translation

Foreign currency transactions are translated into the individual entities’ respective functional currencies at the exchange rates prevailing on the date of the transaction. At the end of each fi nancial year, monetary items denominated in foreign currencies are retranslated at the rates prevailing as of the end of the fi nancial year. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

are included in profi t or loss for the year. Exchange diff erences arising on the retranslation of non-monetary items carried at fair value are included in profi t or loss for the year except for diff erences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in other comprehensive income.

foreign operations (including comparatives) are expressed in Singapore dollars using exchange rates prevailing at the end of the fi nancial year. Income and expense items (including comparatives) are translated at the average exchange rates for the period, unless exchange rates fl uctuated signifi cantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange diff erences arising, if any, are classifi ed as equity and transferred to the Group’s translation reserve. Such translation diff erences are recognised in profi t or loss in the period in which the foreign operation is disposed off .

115

ANNUAL REPORT 2025

NOTES TO THE FINANCIAL STATEMENTS

2. Summary of material accounting policies (Continued)

2.8 Foreign currency transactions and translation (Continued)

(including monetary items that, in substance, form part of the net investment in foreign entities), and of borrowings and other currency instruments designated as hedges of such investments, are taken to the foreign currency translation reserve.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

2.9 Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. The cost of property, plant and equipment includes its purchase price and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Dismantlement, removal or restoration costs are included as part of the cost of plant and equipment if the obligation for dismantlement, removal or restoration is incurred as a consequence of acquiring or using the property, plant and equipment.

Subsequent expenditure relating to property, plant and equipment is added to the carrying amount of the asset only when it is probable that future economic benefi ts associated with the item will fl ow to the entity and the cost of the item can be measured reliably. All other repair and maintenance expenses are recognised in profi t or loss when incurred.

straight-line method, on the following bases:

Computer equipment	3 years
Of ce and operating equipment	3 years
Furniture and f xtures	3 years
Plant and equipment	3 years
Leasehold improvement and renovation	3 - 5 years

For right-of-use assets for which ownership of the underlying asset is not transferred to the Group by the end of the lease term, depreciation is charged over the lease term, using the straight-line method. The lease periods are disclosed in Note 24.

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.

The estimated useful lives, residual values and depreciation methods are reviewed, and adjusted as appropriate, at the end of each fi nancial year.

arising on disposal or retirement of an item of property, plant and equipment is recognised in profi t or loss.

longer in use.

116 AUTAGCO LTD.

NOTES TO THE FINANCIAL STATEMENTS

2. Summary of material accounting policies (Continued)

2.10 Intangible assets

Goodwill on acquisition

Goodwill represents the excess of the cost of an acquisition over the net fair value of the Group’s interest in the identifi able assets, liabilities and contingent liabilities of the subsidiary carried at the date of acquisition. Goodwill is at cost less any accumulated impairment losses.

For the purpose of impairment testing, goodwill is allocated to each of the Group’s CGUs expected to benefi t from the synergies of the combination. CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the CGU is less than the carrying amount of the unit (including the goodwill), the impairment loss is allocated fi rst to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

The attributable amount of goodwill is included in the determination of gain or loss on disposal of the subsidiary.

Intangible asset

Initial recognition

impairment losses.

Amortisation

impairment losses from the date that they are available for use.

The estimated useful lives are:�

Customer contracts

2 years

Amortisation methods, residual values and useful lives are reviewed at each reporting date and adjusted if appropriate.�

Derecognition

from its use, any gain or loss arising from the derecognition, being the diff erence between the net disposal proceeds and the carrying amount of the�asset, is recognised in profi t or loss.

2.11

for any indication of impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the CGU to which the asset belongs.

with indefi nite useful lives and non-fi nancial assets not yet available for use for impairment annually by comparing their respective carrying amounts with their corresponding recoverable amounts.

The recoverable amount of an asset or CGU is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash fl ows are discounted to their present value using a pre-tax discount rate that refl ects current market assessments of the time value of money and the risks specifi c to the asset.

117

ANNUAL REPORT 2025

NOTES TO THE FINANCIAL STATEMENTS

2. Summary of material accounting policies (Continued)

2.11

An impairment loss for the amount by which the asset’s carrying amount exceeds the recoverable amount is recognised immediately in profi t or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profi t or loss.

2.12 Financial instruments

only when, the Company becomes party to the contractual provisions of the instrument.

Financial assets

Initial recognition and measurement

which the Group applies a practical expedient, all fi nancial assets are initially measured at fair value, plus transaction costs, except for those fi nancial assets classifi ed as at fair value through profi t or loss (“FVTPL”), which are initially measured at fair value. Such trade receivables that do not contain a signifi cant fi nancing component or for which the Group applies a practical expedient are measured at transaction price as defi ned in SFRS(I) 15 Revenue from Contracts with Customers (“SFRS(I) 15”) in Note 2.4.

fair value through other comprehensive income (“FVTOCI”) and fair value through profi t or loss (“FVTPL”) depends on the Group’s business model for managing the fi nancial assets and the contractual cash fl ow

fl ows which determines whether cash fl ows will result from collecting contractual cash fl ows, selling fi nancial assets or both.

interest (“SPPI”) on the principal amount outstanding to determine the classifi cation of the fi nancial assets.

Financial assets at amortised cost

model whose objective is to hold fi nancial assets in order to collect contractual cash fl ows and the contractual terms of the fi nancial asset give rise on specifi ed dates to cash fl ows that are solely payments of principal and interest on the principal amount outstanding.

interest method and is subject to impairment. Gains or losses are recognised in profi t or loss when the asset is derecognised, modifi ed or impaired.

118 AUTAGCO LTD.

NOTES TO THE FINANCIAL STATEMENTS

2. Summary of material accounting policies (Continued)

2.12 Financial instruments (Continued)

Financial assets (Continued)

Ef ective interest method

allocating the interest income or expense over the relevant period. The eff ective interest rate is the rate that exactly discounts estimated future cash receipts or payments (including all fees on points paid or received that form an integral part of the eff ective interest rate, transaction costs and other premiums or discounts) through the expected life of the fi nancial instrument, or where appropriate, a shorter period, to the net carrying amount of the fi nancial instrument. Income and expense are recognised on an eff ective interest

interest rate applicable.

Financial assets at FVTPL

trading, is not measured at amortised cost or at FVTOCI, or is irrevocably elected at initial recognition to be designated FVTPL if, by designating the fi nancial asset as FVTPL, eliminates or signifi cantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets or liabilities or recognising the gains and losses on them on diff erent bases. Financial assets at FVTPL include convertible loans receivable.

Impairment of f nancial assets

amortised cost. At each reporting date, the Group assesses whether the credit risk on a fi nancial asset has increased signifi cantly since initial recognition by assessing the change in the risk of a default occurring over the expected life of the fi nancial instrument. Where the fi nancial asset is determined to have low credit risk at the reporting date, the Group assumes that the credit risk on a fi nancial asset has not increased signifi cantly since initial recognition.

The Group uses reasonable and supportable forward-looking information that is available without undue cost or eff ort as well as past due information when determining whether credit risk has decreased signifi cantly since initial recognition.

Group measures the loss allowance for a fi nancial instrument at an amount equal to the lifetime ECL. Where the credit risk on that fi nancial instrument has not increased signifi cantly since initial recognition, the Group measures the loss allowance for that fi nancial instrument at an amount equal to 12-month ECL.

which is to measure the loss allowance at an amount equal to lifetime ECL. As a practical expedient, the Group uses an allowance matrix derived based on historical credit loss experience adjusted for current conditions and forecasts of future economic conditions for measuring ECL.

SFRS(I) 15 are assessed for impairment in accordance with SFRS(I) 9, similar to that of trade receivables.

The amount of ECL or reversal thereof that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognised is recognised in profi t or loss.

ANNUAL REPORT 2025 119

NOTES TO THE FINANCIAL STATEMENTS

2. Summary of material accounting policies (Continued)

2.12 Financial instruments (Continued)

Financial assets (Continued)

Impairment of f nancial assets (continued)

expectations of recovering a fi nancial asset in its entirety or a portion thereof.

Derecognition of f nancial assets

fi nancial asset expire, or it transfers the fi nancial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership of the fi nancial asset and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred fi nancial asset, the Group continues to recognise the fi nancial asset and also recognises a collateralised borrowing for the proceeds receivables.

Financial liabilities and equity instruments

Classif cation as debt or equity

contractual arrangements entered into and the defi nitions of a fi nancial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.

Ordinary share capital

shares and share options are recognised as a deduction from equity.

Financial liabilities

Initial recognition and measurement

liabilities classifi ed as at fair value through profi t or loss, which are initially measured at fair value.

designated as such upon initial recognition. Financial liabilities classifi ed as at FVTPL comprise derivatives that are not designated or do not qualify for hedge accounting.

120 AUTAGCO LTD.

NOTES TO THE FINANCIAL STATEMENTS

2. Summary of material accounting policies (Continued)

2.12 Financial instruments (Continued)

Financial liabilities and equity instruments (Continued)

Other f nancial liabilities

Trade and other payables

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, where applicable, using the eff ective interest method, with interest expense recognised on an eff ective yield basis. A gain or loss is recognised in profi t or loss when the liability is derecognised and through the amortisation process.

Derecognition of f nancial liabilities

cancelled or they expire.

Of setting of f nancial instruments

fi nancial position when and only when, an entity:

(a)
(b) intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

2.13 Convertible loans

dollars that can either be converted to ordinary shares or to be repaid in cash after maturity.

similar liability that does not have an equity conversion option. The equity component is initially recognised at the diff erence between the fair value of the compound fi nancial instrument as a whole and the fair value of the liability component.

2.14 Inventories

Inventories are stated at the lower of cost and net realisable value. Costs comprise purchase costs of raw materials of food and other consumables and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the fi rst in fi rst out method. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

2.15 Cash and cash equivalents

other short-term highly liquid investments which are readily convertible to known amounts of cash and are subject to insignifi cant risk of changes in value.

2.16 Leases

At inception of a contract, the Group assessed whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identifi ed asset for a period of time in exchange for consideration.

121

ANNUAL REPORT 2025

NOTES TO THE FINANCIAL STATEMENTS

2. Summary of material accounting policies (Continued)

2.16 Leases (Continued)

Where a contract contains more than one lease component, the Group allocates the consideration in the contract to each lease component on the basis of the relative standalone price of the lease component. Where the contract contains non-lease components, the Group applied the practical expedient to not to separate non-lease components from lease components, and instead account for each lease component and any associated non-lease components as a single lease component.

The Group recognises a right-of-use asset and lease liability at the lease commencement date for all lease arrangement for which the Group is the lessee, except for leases which have lease term of 12 months or less and leases of low value assets for which the Group applied the recognition exemption allowed under SFRS(I) 16 Leases (“SFRS(I) 16”). For these leases, the Group recognises the lease payment as an operating expense on a straight-line basis over the term of the lease.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term. When the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset refl ects that the Group will exercise a purchase option, the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property, plant and equipment. The right-of-use asset is also reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability, where applicable.

Right-of-use assets are presented within “property, plant and equipment”.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the lessee’s incremental borrowing rate.

The Group generally uses the incremental borrowing rate as the discount rate. To determine the incremental borrowing rate, the Group obtains a reference rate and makes certain adjustments to refl ect the terms of the lease and the asset leased.

The lease payments included in the measurement of the lease liability comprise the following:

variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date,
amounts expected to be payable under a residual value guarantee,
the exercise price under a purchase option that the Group is reasonably certain to exercise, and
payments of penalties for terminating the lease if the Group is reasonably certain to terminate early and lease payments for an optional renewal period if the Group is reasonably certain to exercise an extension option.

the lease liability when there is a change in the lease term due to a change in assessment of whether it will exercise a termination or extension or purchase option or due to a change in future lease payment resulting from a change in an index or a rate used to determine those payment.

Where there is a remeasurement of the lease liability, a corresponding adjustment is made to the right-ofuse asset or in profi t or loss where there is a further reduction in the measurement of the lease liability and the carrying amount of the right-of-use asset is reduced to zero.

122 AUTAGCO LTD.

NOTES TO THE FINANCIAL STATEMENTS

2. Summary of material accounting policies (Continued)

2.17 Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the fi nancial year, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash fl ows estimated to settle the present obligation, its carrying amount is the present value of those cash fl ows, which is discounted using a pre-tax discount rate.

a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received, and the amount of the receivable can be measured reliably.

loss as they arise.

A provision is recognised for onerous contracts when the unavoidable costs of meeting the obligations under the contract exceed the economic benefi ts expected to be received under it and is measured at the lower of the cost of fulfi lling it and any expected cost of terminating it. In determining the cost of fulfi lling the contract, the Group includes both the incremental costs and an allocation of other costs that relate directly to fulfi lling contracts. Before a separate provision for an onerous contract is established, the Group recognises any impairment loss that has occurred on assets used in fulfi lling the contract.

2.18 Government grants

Government grants are recognised when there is reasonable assurance that the grant will be received, and all attaching conditions will be complied with. Where the grant relates to an expense, the grant is recognised as income in profi t or loss on a systematic basis over the periods in which the related costs, for which the grants are intended to compensate, is expensed. Where the grant relates to an asset, the grant is recognised as deferred capital grant on the statement of fi nancial position and is amortised to profi t or loss over the expected useful life of the relevant asset by equal annual instalment.

2.19 Contingencies

A contingent liability is:

(i) occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group; or
(ii) a present obligation that arises from past events but is not recognised because:
(a) to settle the obligation; or
(b)

only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group.

liabilities assumed in a business combination that are present obligations and which the fair value can be reliably determined.

123

ANNUAL REPORT 2025

NOTES TO THE FINANCIAL STATEMENTS

2. Summary of material accounting policies (Continued)

2.20 Investments in associate

fi nancial and operating policy decisions of the entity but is not control or of joint control of those policies, and generally accompanying a shareholding of 20% or more of the voting power.

On acquisition of the associate, any excess of the cost of the investment over the Group’s share of the net fair value of the associate identifi able assets and liabilities is accounted as goodwill and is included in the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the associate identifi able assets and liabilities over the cost of the investment is included as income in the determination of the Group’s share of the associate’s profi t or loss in the reporting period in which the investment is acquired. Investments in associates are carried at cost less any impairment loss that has been recognised in profi t or loss in the Group’s separate fi nancial statements.

the equity method of accounting, except when the investment is classifi ed as held-for-sale, in which case it is accounted for under SFRS(I) 5 from the date on which the investees become classifi ed as held for sale. Under the equity method, investments in associates are carried at cost as adjusted for post-acquisition changes in the Group’s share of the net assets of the associate, less any impairment loss of individual investments. The Group’s share of losses in an associate in excess of the Group’s interest in that associate (which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate) are not recognised, unless the Group has incurred legal or constructive obligations or made payments on behalf of the associate. If the associate subsequently reports profi ts, the Group resumes recognising its share of those profi ts only after its share of the profi ts equals the share of losses not recognised.

Distributions received from the associate reduce the carrying amount of the investment. Any goodwill arising on the acquisition of the Group’s interest in an associate is accounted for in accordance with the Group’s accounting policy for goodwill arising on such acquisitions (see above).

losses are also eliminated in the same way as unrealised gains, but only to the extent that there is no impairment.

The Company has accounted for its investments in associates at cost less any accumulated impairment in its separate fi nancial statements.

The gain or loss, being the difference between the sales proceeds and the carrying amount of the investments in associate is recognised in profi t or loss.

2.21 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identifi ed as the group of executive directors and the chief executive offi cer who make strategic decisions.

3. Critical accounting judgements and key sources of estimation uncertainty

The Group made judgements, estimates and assumptions about the carrying amounts of assets and liabilities that were not readily apparent from other sources in the application of the Group’s accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors that are considered to be reasonable under the circumstances. Actual results may diff er from the estimates.

124

AUTAGCO LTD.

NOTES TO THE FINANCIAL STATEMENTS

3. Critical accounting judgements and key sources of estimation uncertainty (Continued)

3.1 Critical judgements made in applying the Group’s accounting policies

Determination of functional currency

The Group measures foreign currency transactions in the respective functional currencies of the Company and its subsidiaries. In determining the functional currencies of the respective entities in the Group, judgement is required to determine the currency that mainly infl uences sales prices of goods and services and of the country whose competitive forces and regulations mainly determines the sales prices of its goods and services. The functional currencies of the entities in the Group are determined based on the local management’s assessment of the economic environment in which the respective entities operate and the respective entities’ process of determining sales prices.

Identifying an acquisition as a business combination or asset acquisition

Management considers each material transaction separately, with an assessment carried out to determine the most appropriate accounting treatment and judgements applied. The judgements include whether the transaction represents an asset acquisition or business combination.

In making its judgement, management considers whether the integrated set of assets and activities acquired contain both inputs and substantive processes along with the ability to create outputs. Management also applies the optional ‘concentration test’ allowed under SFRS(I) 3. When applying the optional test, management considers if substantially all of the fair value of gross assets acquired is concentrated in a single identifi able asset (or a group of similar assets). Where management judges that substantially all of the fair value of the gross assets acquired are concentrated in a single identifi able asset (or a group of similar assets) and the ‘concentration test’ is met, the assets acquired would not represent a business and the transaction would be treated as an asset acquisition.

3.2 Key sources of estimation uncertainty

amounts of assets and liabilities within the next fi nancial year are discussed below.

Impairment of investments in subsidiaries and amounts due from subsidiaries

Company’s investments and amounts due from subsidiaries are impaired. Where applicable, the Company’s assessments are based on expected credit loss with reference to SFRS(I) 9 and the estimation of the value in use of the assets defi ned in SFRS(I) 36 Impairment of Assets (“SFRS(I) 36”). The Company’s carrying amount of investments in subsidiaries and amounts due from subsidiaries as at 31 July 2025 were disclosed in Notes 15 and 19 respectively.

Impairment of goodwill

The Group tests goodwill for impairment at least on an annual basis. Determining whether goodwill is impaired requires an estimation of the value-in-use of the CGU to which goodwill has been allocated. The value-in-use calculation requires the entity to estimate the future cash fl ows expected to arise from the CGU and revenue growth rate and suitable discount rate in order to calculate present value. During the fi nancial year ended 31 July 2025, the Group recognised impairment loss on goodwill of $19,000 (2024: $1,276,000). The carrying amount of the Group’s goodwill on consolidation as at 31 July 2025 was $Nil (2024: $19,000) (Note 13).

125

ANNUAL REPORT 2025

NOTES TO THE FINANCIAL STATEMENTS

3. Critical accounting judgements and key sources of estimation uncertainty (Continued)

3.2 Key sources of estimation uncertainty (Continued)

Impairment of property, plant and equipment

Property, plant and equipment and right-of-use assets are reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.

Impairment loss is recognized for the amount by which the carrying amount of the asset exceed its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest level for which there is separately identifi able cash fl ow (its cash generating unit or “CGU”). The recoverable amount of property, plant and equipment and right-of-use assets are determined based on value-in-use. The value-in-use calculation requires management to estimate future cash fl ows expected to arise from the assets or CGUs revenue growth rate and suitable discount rate in order to calculate the present value of those cash fl ows. There is an impairment loss of $Nil recognised for the fi nancial year ended 31 July 2025 (2024: $517,000).

Measurement of ECL of trade and other receivables

loss (“ECL”) rates. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Group’s history, existing market conditions as well as forward looking estimates at the end of each reporting year. The Group’s historical credit loss experience and estimation of the ECL rates may not be representative of the actual default in the future. The expected loss allowances on the trade and other receivables of the Group and of the Company as at 31 July 2025 were $2,045,000 and $8,163,000 (2024: $2,144,000 and $8,040,000) (Note 19) respectively.

Purchase price allocation

As disclosed in Note 15 and 16, the Group acquired 100% and 30% equity interest in Auspac Financial Services Pty Ltd (“AFA”) and Auspac Investment Management (“AIM”) at total purchase consideration of $1,078,000 and $110,000 respectively during the fi nancial year ended 31 July 2024. SFRS(I) 3 Business Combinations requires the Group to recognise and measure the identifi able assets (including intangible assets) acquired, the liabilities assumed and any non-controlling interest in the acquiree at their fair values at the date of acquisition. Any excess and defi cit of the fair value of the consideration transferred and the amount of the non-controlling interest in the acquiree, over the fair value of the net identifi able assets acquired is recorded as goodwill and bargain purchase respectively.

The Group engaged an external professional valuer to perform the purchase price allocation exercise, which involves the fair valuation of assets acquired and liabilities assumed and the identifi cation and valuation of intangible assets. The identifi cation of such assets acquired and liabilities assumed and their measurement at fair value and the determination of the resulting goodwill is inherently judgmental and require signifi cant amount of management estimation. The fair values of the identifi able assets acquired and liabilities assumed of AFA and AIM and the resulting goodwill and bargain purchase are disclosed in Notes 15 and 16 respectively.

126 AUTAGCO LTD.

NOTES TO THE FINANCIAL STATEMENTS

4. Revenue

Revenue recognised at point in time - Food and beverages revenue Revenue recognised over time - Assisted living services - Consultancy services	Group 2025 2024	Group 2025 2024
	$’000 1,155 263 1 264 1,419	$’000 1,322 – 14
		14
		1,336

The disaggregation of revenue from contracts with customers is as follows:

Geographical markets (a) Singapore Australia	Assisted living services 2025 2024	Consultancy services 2025 2024	Food and beverage 2025 2024	Total 2025 2024
	$’000 $’000 263 – – – 263 –	$’000 $’000 – – 1 14 1 14	$’000 $’000 1,155 1,322 – – 1,155 1,322	$’000 $’000 1,418 1,322 1 14
				1,419 1,336

(a) The disaggregation is based on the location of customers from which revenue was generated.

5. Other operating income

Government grants and incentives Interest income from f xed deposit Waiver of payable balances Bargain purchase on investment in the associate Reversal of impairment of property, plant and equipment Reversal of provisions Gain on derecognition of lease Others	Group 2025 2024	Group 2025 2024
	$’000 15 – 228 – 10 39 22 4 318	$’000 41 2 148 15 – – – 2
		208

ANNUAL REPORT 2025 127

NOTES TO THE FINANCIAL STATEMENTS

6.

Wages and salaries and related benef ts Employee statutory contributions Directors’ fees Other benef ts and related expenses	Group 2025 2024	Group 2025 2024
	$’000 1,118 106 85 60 1,369	$’000 1,069 93 90 1
		1,253

7. Finance cost

Interest expenses on lease liabilities Interest expenses on loans and borrowings	Group 2025 2024	Group 2025 2024
	$’000 34 65 99	$’000 28 2
		30

8. Legal and professional fees


	2025	2024
	$’000	$’000
Legal fees	2	4
Consultancy fee	88	60
Professional fee	71	162
Audit fees paid to auditors of the:
- Company	105	98
- Subsidiaries	7	24

128 AUTAGCO LTD.

NOTES TO THE FINANCIAL STATEMENTS

9. Other operating expenses

The following items have been included in other operating expenses:

Subcontract service Loss on disposal of associate Loss on property, plant and equipment written of Loss on derecognition of lease Kitchen supplies Utilities Insurance IT services expense Repairs and maintenance General expense	Group 2025 2024	Group 2025 2024
	$’000 111 – – – 19 42 17 26 5 54	$’000 – 70 37 2 36 47 22 20 11 82

10. Income tax

The Company is incorporated in Singapore and accordingly is subject to an income tax rate of 17%. Taxation for other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions. There were no changes in the enterprise income tax of the diff erent applicable jurisdictions in the current year from the prior year.

Loss before income tax Tax at the applicable tax rate of 17% (2024: 17%) Tax ef ects of: - Expenses not deductible for tax purposes - Deferred tax assets not recognised - Income not subject to tax Total income tax	Group 2025 2024	Group 2025 2024
	$’000 (1,360) (231) 64 181 (14) –	$’000 (3,203)
		(545) 376 196 (27)
		–

ANNUAL REPORT 2025 129

NOTES TO THE FINANCIAL STATEMENTS

10. Income tax (Continued)

subjected to compliance with the Singapore Income Tax Act and agreement by tax authority attributable to the following:

Unabsorbed tax losses Unutilised capital allowance Accelerated tax depreciation	Group 2025 2024	Group 2025 2024
	$’000 23,027 158 421 23,606	$’000 21,335 158 381
		21,874

future period. The use of these deferred tax assets is subject to the agreement of the tax authorities.

11. Loss per share

Basic loss per share is calculated by dividing the loss, net of tax, attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the fi nancial year.

Diluted loss per share is calculated by dividing the loss, net of tax, attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the fi nancial year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.

share for the fi nancial year ended 31 July 2025 and 2024 was the same as the basic loss per share.

Net loss attributable to owners of the Company Basic and diluted loss per share (cents) Weighted average number of ordinary shares (a)	Group 2025 2024	Group 2025 2024
	$’000 (1,285) (0.05) No. of 2025	$’000 (2,828) (0.12)
		shares 2024
	’000 2,542,624	’000 2,284,603

(a) take into eff ect the new issuance of share capital of 166,666,661 on 20 December 2024 (Note 21).

130 AUTAGCO LTD.

NOTES TO THE FINANCIAL STATEMENTS

			Total	$’000		964	257	229	(61)	(197)	(5)	1,187	–	475	794	(30)	(63)	(76)	2,287		284	82	433	(24)	(89)	(18)	668	–	188	(21)	(38)	(49)	748
			Premises(1)	$’000		602	201	214	(6)	(197)	(4)	810	(13)	452	704	–	–	(76)	1,877		177	64	297	(2)	(89)	(1)	446	(4)	168	–	–	(49)	561
		Plant and	equipment	$’000		88	–	2	–	–	–	90	–	–	–	(2)	(10)	–	78		27	–	29	–	–	–	56	–	–	(2)	(6)	–	48
Leasehold	improvement	and	renovation	$’000		171	5	13	(5)	–	–	184	13	23	66	–	(38)	–	248		50	1	61	–	–	(6)	106	4	17	–	(23)	–	104
		Furniture	and f xtures	$’000		46	23	–	(22)	–	(1)	46	–	–	23	(28)	–	–	41		12	2	22	(1)	–	(11)	24	–	3	(19)	–	–	8
	Of ce and	operating	equipment	$’000		–	22	–	(22)	–	–	–	–	–	–	–	–	–	–		–	12	6	(18)	–	–	–	–	–	–	–	–	–
		Computer	equipment	$’000		57	6	–	(6)	–	–	57	–	–	1	–	(15)	–	43		18	3	18	(3)	–	–	36	–	–	–	(9)	–	27
			Note				15															15
			Group		Cost:	At 1 August 2023	Additions from acquisition of subsidiary	Additions	Written of	Termination of lease	Exchange translation dif erences	At 31 July 2024	Reclassif cation	Additions from acquisition of assets	Additions	Disposal	Written of	Termination of lease	At 31 July 2025	Accumulated depreciation:	At 1 August 2023	Additions from acquisition of subsidiary	Depreciation	Written of	Termination of lease	Exchange translation dif erences	At 31 July 2024	Reclassif cation	Depreciation	Disposal	Written of	Termination of lease	At 31 July 2025

131

ANNUAL REPORT 2025

NOTES TO THE FINANCIAL STATEMENTS

			Total	$’000		–	517	517	–	(62)	455		1,084	2
			Premises(1)	$’000		–	364	364	(9)	(27)	328		988	–
		Plant and	equipment	$’000		–	34	34	–	(4)	30		–	–
Leasehold	improvement	and	renovation	$’000		–	78	78	9	(16)	71		73	–
		Furniture	and f xtures	$’000		–	20	20	–	(9)	11		22	2
	Of ce and	operating	equipment	$’000		–	–	–	–	–	–		–	–
		Computer	equipment	$’000		–	21	21	–	(6)	15		1	–
			Note
			Group		Accumulated impairment:	At 1 August 2023	Impairment	At 31 July 2024	Reclassif cation	Reversal of impairment	At 31 July 2025	Carrying amount:	At 31 July 2025	At 31 July 2024

132

AUTAGCO LTD.

NOTES TO THE FINANCIAL STATEMENTS

12. Property, plant and equipment (Continued)

For the year ended 31 July 2024, the Group has carried out impairment assessment for property, plant and equipment by estimating the recoverable amounts of the respective cash-generating units (“CGU”) of the Group. The CGU includes property, plant and equipment and right-of-use assets. The review led to the recognition of an impairment loss of $517,000 in view of the recoverable amount of the relevant assets are lower than its carrying amounts and is included in the line item “Other operating expenses” in the Consolidated Statement of Profi t or Loss and Other Comprehensive Income. The recoverable amount of the relevant assets has been determined on the basis of their value-in-use. The discount rate used in measuring value in use was 5.39%. The reporting segment to which the property, plant and equipment belong to is Singapore.

For the year ended 31 July 2025, reversal of impairment loss of $62,000 was recognised.

Property, plant and equipment includes right-of-use assets of $988,000 (31 July 2024: $Nil) which are presented together with the owned assets of the same class as the underlying assets. Details of the right-ofuse assets are disclosed in Note 24.

(1) The addition of premises comprises of:

Initial recognition of new lease contracts Provision of reinstatement cost Company Cost: At 1 August 2023, 31 July 2024 Addition At 31 July 2025 Accumulated depreciation: At 1 August 2023 Depreciation At 31 July 2024 Depreciation At 31 July 2025 Carrying amount: At 31 July 2025 At 31 July 2024	Group 2025 2024	Group 2025 2024
	$’000 657 47 704	$’000 214 13
		227
		Computer equipment
		$’000 5 1
		6
		4 1
		5 –
		5
		1
		–

ANNUAL REPORT 2025 133

NOTES TO THE FINANCIAL STATEMENTS

13. Goodwill

Cost: At 1 August Arising on acquisition of a subsidiary At 31 July Accumulated impairment: At 1 August Impairment made At 31 July Carrying amount: At 31 July	Group 2025 2024	Group 2025 2024
	$’000 1,295 – 1,295 1,276 19 1,295 –	$’000 19 1,276
		1,295
		– 1,276
		1,276
		19

business combination.

The Group tests CGUs for impairment annually, or more frequently when there is an indication for impairment.

Goodwill related to Superfood Kitchen Pte. Ltd. CGU

For the year ended 31 July 2025, based on the fair value less costs of disposal estimated using the adjusted net assets of a subsidiary, Superfood Kitchen Pte Ltd, there is an impairment of $19,000 to goodwill as the subsidiary was placed under Creditors’ Voluntary Liquidation on 31 August 2025. The impairment loss of $19,000 had been included in the line item “Impairment of goodwill” in the Consolidated Statement of Profi t or Loss and Other Comprehensive Income for the year ended 31 July 2025.

For the year ended 31 July 2024, the Group measured the recoverable amount of the CGU based on a value in use calculation using 5-years cash fl ows projections approved by the Board of Directors.

follows:

Growth rates(i) Discount rates(ii) Terminal growth rates(iii)	2024
	% 0 to 17 5.39 0

(i) Growth rates – The forecasted revenue growth rates are based on published industry research, adjusted for the specifi c circumstances of the CGU and based on management’s experience, and do not exceed the long-term average growth rate for the corresponding industry of the CGU.
(ii) Discount rates – The discount rates used are based on the weighted average cost of the CGU’s capital (the “WACC”), adjusted for the specifi c circumstances of the CGU and based on management’s experience, and re-grossed back to arrive at the pre-tax rates.
(iii) Terminal growth rates – The terminal growth rates are determined based on management’s estimate of the long-term industry growth rates.

134 AUTAGCO LTD.

NOTES TO THE FINANCIAL STATEMENTS

13. Goodwill (Continued)

Goodwill related to Auspac Financial Advisory Pty. Ltd. CGU

For the year ended 31 July 2024, based on the fair value less costs of disposal estimated using the adjusted net assets of the subsidiary in Australia, Auspac Financial Advisory Pty. Ltd., there was an impairment of $1,276,000 to goodwill, which was mainly due to the subsidiary becoming a dormant entity. The subsidiary was intended to be spearheaded by the previous management, however, following the changes in the management and board composition along with the overall slowdown in the IPO market in Australia, the subsidiary became inactive and management was planning to deregister it in the near future. The impairment loss of $1,276,000 had been included in the line item “Impairment of goodwill” in the Consolidated Statement of Profi t or Loss and Other Comprehensive Income for the year ended 31 July 2024.

14. Intangible asset

Customer contracts Cost: At 1 August Arising from asset acquisition At end of f nancial year Accumulated amortisation: At 1 August Amortisation At end of f nancial year Carrying amount: At end of f nancial year	Group 2025 2024	Group 2025 2024
	$’000 – 24 24 – 7 7 17	$’000 – –
		–
		– –
		–
		–

As part of the ongoing strategic review initiated by the Group since July 2024 (“Strategic Review”), the Company has on 26 November 2024, obtained shareholders’ approval for the diversifi cation into the assisted living business, providing services which combines residential options with personalised support for the elderly.

On 30 December 2024, the Company has, through its wholly-owned subsidiary, Communa Gold Pte. Ltd. completed the acquisition of certain business and assets of Crescendo Wellness Living (“Crescendo”), a registered sole proprietorship that is principally engaged in the assisted living business, owned and operated by Dr Vimallan s/o Manokara (the “Vendor”).

The acquisition of assisted living business and assets of Crescendo at a purchase consideration of S$50,000 has been accounted for as an asset acquisition instead of business combination under SFRS(I) 3 based on the following considerations:

By applying the optional test as per SFRS(I) 3 Para B7A and B7B it revealed that the fair value of the gross assets acquired is concentrated in a single identifi able asset – existing customers contracts. Thus, the concentration test is met and the acquisition should be considered as an asset acquisition instead of a business combination.
There is no substantive process acquired in the Sales and Purchase Agreement. As this is an asset acquisition and not business combination, no purchase price allocation is required.

ANNUAL REPORT 2025 135

NOTES TO THE FINANCIAL STATEMENTS

15. Investments in subsidiaries

Investments in subsidiaries, at cost Allowance for impairment loss At end of f nancial year	Company 2025 2024	Company 2025 2024
	$’000 1,787 (1,786) 1	$’000 1,786 (1,786)
		*

Movements in investments in subsidiaries, at cost were as follows:

At beginning of f nancial year Addition during the year Struck of during the year At end of f nancial year Movement in allowance for impairment losses are as follows: At beginning and end of f nancial year	Company 2025 2024	Company 2025 2024
	$’000 $’000 1,786 1,786 1 – () – 1,787 1,786 Company 2025 2024*	$’000 1,786 – –
		1,786
	$’000 1,786	$’000 1,786

Denotes amount less than $1,000

136 AUTAGCO LTD.

NOTES TO THE FINANCIAL STATEMENTS

15. Investments in subsidiaries (Continued)

Details of subsidiaries are as follows:

Name of subsidiaries Principal activities Country of incorporation and principal place of business Proportion (%) of ownership interest	Cost of investment by the Company
2025 2024 % % Held by the Company Orientstar Group Limited(b) Struck of British Virgin Islands N/A 100 LifeBrandz (Thailand) Co., Ltd. Inactive Thailand 100 100 Lifebrandz Investment Management Pte. Ltd.(a) Inactive Singapore 100 100 Superfood Kitchen Pte. Ltd.(a) Investment holding and operating of restaurants Singapore 75 75 LB F&B Pte. Ltd.(a) Inactive Singapore 100 100 Communa Gold Pte. Ltd.(a) Assisted living business Singapore 100 N/A Held through LifeBrandz (Thailand) Co., Ltd. Mulligan’s Co., Ltd. Inactive Thailand 100 100 Held through LB F&B Pte. Ltd. Cloud Eight Pte. Ltd.(a) Inactive Singapore 100 100 LB F&B Sdn. Bhd.(c) Inactive Malaysia 100 100 Held through Superfood Kitchen Pte. Ltd. The Green Bar Pte. Ltd.(a) Operating of restaurant Singapore 70 70 Held through Lifebrandz Investment Management Pte. Ltd. Auspac Financial Advisory Pty Ltd Inactive Australia 100 100	2025 2024
	$’000 $’000 – 321 321 100 100 1,365 1,365 * 1 N/A – – – – – – – – – –
	1,787 1,786

Denotes amount less than $1,000

(a) Audited by Grant Thornton Audit LLP, Singapore.

(b)

(c) Audited by BC & Partners PLT, Malaysia.

ANNUAL REPORT 2025 137

NOTES TO THE FINANCIAL STATEMENTS

15. Investments in subsidiaries (Continued)

Interest in a subsidiary with material non-controlling interests (“NCI”)

The Group has the following subsidiaries that have NCI that are material to the Group.

Name of subsidiaries Proportion of ownership interest held by NCI	Loss allocated to NCI during the f nancial year	Accumulated NCI at the end of f nancial year
2025 2024 % % Superfood Kitchen Pte. Ltd. 25.0 25.0 The Green Bar Pte. Ltd. 47.5 47.5	2025 2024	2025 2024
	$’000 $’000 (59) (248) (16) (127) (75) (375)	$’000 $’000 (456) (397) (227) (211)
		(683) (608)

Assets Non-current Current Total assets Liabilities Non-current Current Total liabilities Net liabilities Revenue Loss after income tax and total comprehensive loss Loss for the f nancial year attributable to non-controlling interest Equity attributable to non-controlling interest	Superfood Kitchen Pte. Ltd. (“Superfood Kitchen”) 2025 2024 $’000 $’000 18 18 76 210 94 228 748 766 1,052 932 1,800 1,698 (1,706) (1,470) 763 834 (237) (991) (59) (248) (456) (397)	Superfood Kitchen Pte. Ltd. (“Superfood Kitchen”) 2025 2024 $’000 $’000 18 18 76 210 94 228 748 766 1,052 932 1,800 1,698 (1,706) (1,470) 763 834 (237) (991) (59) (248) (456) (397)	The Green Bar Pte. Ltd. (“GBPL”) 2025 2024 $’000 $’000 – – 37 48 37 48 – 75 516 419 516 494 (479) (446) 392 487 (33) (269) (16) (127) (227) (211)	The Green Bar Pte. Ltd. (“GBPL”) 2025 2024 $’000 $’000 – – 37 48 37 48 – 75 516 419 516 494 (479) (446) 392 487 (33) (269) (16) (127) (227) (211)
		$’000 18 210 228 766 932 1,698 (1,470) 834 (991) (248) (397)		$’000 – 48
				48
				75 419
				494
				(446)
				487
				(269)
				(127)
				(211)

Acquisition of a subsidiary

On 29 December 2023, a subsidiary of the Group, Lifebrandz Investment Management Pte. Ltd. acquired 100% equity interest in Auspac Financial Advisory Pty Ltd (“AFA”) to capitalise on growth opportunities and prospects. The consideration of $1,078,000 was paid by way of cash payment of $160,000, issuance of 345,000,000 ordinary shares of Autagco Ltd. at fair value of $0.002 per share totalling $690,000 and deferred consideration of $228,000 with payment date on 31 December 2024. The deferred consideration was subsequently waived on 24 December 2024.

138 AUTAGCO LTD.

NOTES TO THE FINANCIAL STATEMENTS

15. Investments in subsidiaries (Continued)

Acquisition of a subsidiary (Continued)

Assets Trade and other receivables Property, plant and equipment Cash and cash equivalents Liabilities Trade and other payables Lease liabilities Net identif able liabilities at fair value Total purchase consideration Goodwill arising from acquisition Ef ects of the acquisition of the subsidiary on cash f ows Total consideration for 100% equity interest acquired Consideration in shares Consideration paid in cash during the f nancial year ended 31 July 2023 Consideration balance payable as at 31 July 2024 Add: Cash and cash equivalents of subsidiary acquired Net cash inf ow on acquisition of the subsidiary	Fair value recognised on date of acquisition
	$’000 72 175 135
	382
	439 141
	580
	(198) 1,078
	1,276
	$’000 1,078 (690) (160) (228) –
	135
	135

The fair value of trade and other receivables was approximately $72,000 and which included trade receivables of $42,000. The gross contractual amount of trade and other receivables was $2,212,000.

loss after income tax of the Group respectively. If the combination has taken place at the beginning of the fi nancial year, the Group’s revenue and loss after income tax would have been approximately $19,000 and $2,400,000 respectively.

The transaction costs related to the acquisition of $162,000 have been included in “Legal and professional fees” in the Consolidated Statement of Profi t or Loss and Other Comprehensive Income for the fi nancial year ended 31 July 2024.

ANNUAL REPORT 2025 139

NOTES TO THE FINANCIAL STATEMENTS

16. Investments in associate

On 29 December 2023, a subsidiary of the Group, Lifebrandz Investment Management Pte. Ltd. acquired 30% equity interest in Auspac Investment Management Pte. Ltd.. The consideration of $110,000 has been paid by way of cash payment of $40,000 and issuance of 35,000,000 ordinary shares of Autagco Ltd. at fair value of $0.002 per share totalling $70,000.

The fair value of the Group’s investment in Auspac Investment Management Ptd. Ltd. at date of acquisition was approximately $125,000, resulting in a bargain of purchase of $15,000 which was recorded in the profi t or loss for the fi nancial year ended 31 July 2024.

On 30 April 2024, the Group disposed the associate for a cash consideration of $37,000.

Carrying amount at disposal date Less: Proceed from disposal	Group 2025 2024	Group 2025 2024
	$’000 – – –	$’000 107 (37)
		70

The detail of the associate was as follows:

Name of associate Principal activities Country of incorporation and principal place of business	Proportion (%) of ownership interest
Held through Lifebrandz Investment Management Pte. Ltd. Auspac Investment Management Pte Ltd(a) Fund Management Singapore	2025 2024
	% % N/A N/A

(a)

140

AUTAGCO LTD.

NOTES TO THE FINANCIAL STATEMENTS

17. Convertible loans receivable


	2025	2024
	$’000	$’000
At FVTPL
Convertible loans receivable	–	–

On 18 April 2022, the Company entered into an agreement with its subsidiary, Superfood Kitchen Pte. Ltd. (“SFK”) by way of grant of a convertible loan of amount up to $650,000 and with maturity date on fi ve (5) years from the drawdown date. The subsidiary bears a fi xed interest rate for the convertible loan of 5% per annum on each amount outstanding under convertible loan, on each anniversary of the completion date until the loan principal is fully repaid. The Company is entitled to convert the convertible loan into converted shares at a conversion price of $0.065 per SFK’s share in the event of any payment that is due but not made on or before the interest payment date(s) or the repayment date; or upon the occurrence of an event of default.

On 10 March 2023, the Company entered into a new shareholder’s loan agreement with SFK to drawdown a further loan of up to $160,000, at a fi xed interest rate of 7.5% per annum on each amount outstanding, calculated on the basis of the actual number of days elapsed in a 365-day year. In the event that the Company shall subscribe for any securities in the SFK, the Company shall be entitled (but not obliged) in their sole and absolute discretion, to set off all or any part of this new shareholder’s Loan against any subscription monies payable for such securities.

or loss at initial recognition and at the end of the reporting period. The fair value of the convertible loans receivable was determined based on discounted cashfl ows for an equivalent fi nancial instrument. Consequently, the fair value loss on the convertible loans receivable amounted to $686,000 was recognised in the Company’s statement of profi t or loss and other comprehensive income in fi nancial year ended 31 July 2024 which resulted in a $Nil carrying value.

accordingly no adjustment to the fair value of the convertible loan receivable has been made for the fi nancial year ended 31 July 2025.

18. Inventories

Consolidated statement of f nancial position: Food and beverage inventories Consolidated statement of prof t or loss and other comprehensive income: Inventories recognised as an expense	Group 2025 2024	Group 2025 2024
	$’000 6 469	$’000 8
		532

ANNUAL REPORT 2025 141

NOTES TO THE FINANCIAL STATEMENTS

19. Trade and other receivables

(a) Non-current

Non-current
Other receivables: Deposits	Group 2025 2024		Company 2025 2024
	$’000 77	$’000 –	$’000 –	$’000 –

The non-current refundable deposits are pertaining to security deposits placed to the landlords of the leased properties.

(b) Current

Current
Trade receivables: Third parties Amounts due from subsidiaries Less: Loss allowance - trade Other receivables: Third parties Prepayments Deposits Amounts due from related parties Amounts due from subsidiaries Less: Loss allowance - non-trade Total	Group 2025 2024		Company 2025 2024
	$’000 3 – 3 (3) – 20 52 83 2,042 – 2,197 (2,042) 155 155	$’000 4 – 4 (4) – 39 32 98 2,140 – 2,309 (2,140) 169 169	$’000 – 486 486 (469) 17 8 40 1 – 7,710 7,759 (7,694) 65 82	$’000 – 326
				326 (326)
				–
				7 26 1 – 7,714
				7,748 (7,714)
				34
				34

Trade receivables are non-interest bearing and are generally on 30 to 60 days’ terms (2024: 30 to 60 days). They are recognised at the transaction price which represents their fair value on initial recognition.

The non-trade amounts due from related parties and subsidiaries are unsecured, interest-free, and are repayable on demand.

The details of the impairment of trade and other receivables and credit exposures are disclosed in Note 29.

Singapore Dollar Australia Dollar Thai Baht	Group 2025 2024	Group 2025 2024	Company 2025 2024	Company 2025 2024
	$’000 225 1 6 232	$’000 147 16 6 169	$’000 82 – – 82	$’000 34 – –
				34

142 AUTAGCO LTD.

NOTES TO THE FINANCIAL STATEMENTS

20. Cash and cash equivalents

Cash on hand Bank balances	Group 2025 2024	Group 2025 2024	Company 2025 2024
	$’000 2 64 66	$’000 4 221 225	$’000 $’000 – – 6 43 6 43

Singapore Dollar Australia Dollar Thai Baht Malaysia Ringgit	Group 2025 2024	Group 2025 2024	Company 2025 2024	Company 2025 2024
	$’000 59 3 4 – 66	$’000 72 144 6 3 225	$’000 6 – – – 6	$’000 43 – – –
				43

21. Share capital

Issued and fully paid ordinary shares At 1 August Issuance of shares At 31 July	Group and Company 2025 2024	Group and Company 2025 2024	Group and Company 2025 2024	Group and Company 2025 2024
	No. of shares ’000 2,440,340 166,667 2,607,007	Amount $’000 70,710 500 71,210	No. of shares ’000 2,060,340 380,000 2,440,340	Amount $’000 69,950 760
				70,710

On 29 December 2023, the Company allotted and issued 380,000,000 ordinary shares at an issue price of $0.002 per ordinary shares. Accordingly, the Company increased its issued and fully paid-up ordinary capital from $69,950,000 to $70,710,000 as at 31 July 2024.

certain subscribers pursuant to a share subscription at S$0.003 per subscription share. Accordingly, the Company increased its issued and fully paid-up ordinary capital from $70,710,000 to $71,210,000 as at 31 July 2025.

The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per share without restrictions. The ordinary shares have no par value.

22. Foreign currency translation reserve

fi nancial statements of foreign operations whose functional currencies are diff erent from that of the Group’s presentation currency.

143

ANNUAL REPORT 2025

NOTES TO THE FINANCIAL STATEMENTS

23. Trade and other payables

(a) Non-current


	2025	2024	2025	2024
	$’000	$’000	$’000	$’000
Other payables:
Amount due to the corporate
shareholder	450	–	450	–

2.8% per annum and repayable in 24 months from the date of disbursement.

(b) Current

Group 2025 2024	Group 2025 2024	Company 2025 2024	Company 2025 2024
$’000 196 592 759 – 180 1,531 1,727	$’000 206 687 659 – 202 1,548 1,754	$’000 – 438 532 – 180 1,150 1,150	$’000 –
			402 335 38 202
			977
			977

Trade and other payables are unsecured, non-interest bearing and are normally settled on 30 to 60 (2024: 30 to 60) days’ terms.

The non-trade amounts due to subsidiary is unsecured, interest-free, and are repayable on demand.

annum and repayable 9 months from the date of disbursement. Subsequently after the end of the fi nancial year, the maturity dates have been extended to 31 March 2027.

Singapore Dollar Australia Dollar Thai Baht Malaysia Ringgit	Group 2025 2024	Group 2025 2024	Company 2025 2024	Company 2025 2024
	$’000 2,122 1 50 4 2,177	$’000 1,526 162 50 16 1,754	$’000 1,600 – – – 1,600	$’000 977 – – –
				977

144 AUTAGCO LTD.

NOTES TO THE FINANCIAL STATEMENTS

24. The Group as a lessee

The Group has lease contracts used in its operations which have lease terms of 2 to 3 years. Generally, the Group are restricted from assigning and subleasing the leased assets.

Extension options

The Group has several lease contracts with extension options exercisable by the Group up to 3 months before the end of the non-cancellable contract period. These extension options are exercisable by the Group and not by the lessors. The extension options are used by the Group to provide operation fl exibility in terms of managing the assets used in the Group’s operation.

Recognition exemptions

the Group has elected not to recognise right-of-use assets and lease liabilities.

(a) Right-of-use assets

plant and equipment as follows:

Group At 1 August 2023 Additions from acquisition of subsidiary (Note 15) Additions Written of Termination of lease Depreciation Impairment Exchange translation dif erences At 31 July 2024 Additions from acquisition of assets (Note 12) Additions Termination of lease Depreciation Reversal of impairment losses At 31 July 2025	Premises
	$’000 425 137 214 (4) (106) (297) (364) (5)
	– 452 704 (27) (168) 27
	988

(b) Lease liabilities

Lease liabilities – current Lease liabilities – non-current	Group 2025 2024	Group 2025 2024
	$’000 404 657 1,061	$’000 277 93
		370

The maturity analysis of lease liabilities is disclosed in Note 29.

145

ANNUAL REPORT 2025

NOTES TO THE FINANCIAL STATEMENTS

24. The Group as a lessee (Continued)

(c)

Depreciation expenses of right-of-use assets Interest expense on lease liabilities Expenses relating to short-term lease	Group 2025 2024	Group 2025 2024
	$’000 168 34 64	$’000 297 28 102

(d)

$421,000).

25. Loans and borrowings

Group 2025 2024	Group 2025 2024	Company 2025 2024	Company 2025 2024
$’000 500 200 700 10 2 12 712	$’000 – – – – – – –	$’000 500 – 500 10 – 10 510	$’000 – –
			– – –
			– –

Convertible loans

On 29 November 2024, the Company entered into a convertible loan agreement (the “Convertible Loan Agreement”) with Lenn International Pte. Ltd. (the “Investor”) and Mr Ng Boon Hui (the “Guarantor”), pursuant to which the Investor has agreed to grant an interest-bearing convertible loan for a principal amount of S$500,000 to the Company (the “Convertible Loan”). The Convertible Loan has a maturity date of two (2) years from the date of disbursement thereof, or such other date as may be mutually agreed in writing between the Company and the Investor. Pursuant to the Convertible Loan Agreement, the Investor has been granted the right to convert the Convertible Loan at the issue price of S$0.003 per Conversion Share (the “Conversion Price”) into a maximum of 166,666,666 new ordinary shares in the issued and paidup capital of the Company (“Shares”) (the “Conversion Shares”), fractional shares to be disregarded.

Loans from third-party investors

On 27 May 2025, the Company’s wholly owned subsidiary, Communa Gold Pte. Ltd. (“Communa Gold”) entered into separate loan agreements (“Loan Agreements”) with fi ve individual lenders (“third party investors”), pursuant to which the third-party investors have agreed to extend interest-bearing unsecured term loans amounting to an aggregate principal sum of S$200,000 to Communa Gold (the “Loans”). The Loans have a maturity date of 24 months from the date of Loan Agreements.

146 AUTAGCO LTD.

NOTES TO THE FINANCIAL STATEMENTS

26. Provisions

Group At 1 August Provisions made during the year Provisions used during the year At 31 July Non-current Current	Reinstatement costs 2025 2024	Reinstatement costs 2025 2024
	$’000 44 47 (14) 77 47 30 77	$’000 31 13 –
		44
		– 44
		44

payables.

provisions to align with current year presentation.

27. Related party transactions

refl ected in these fi nancial statements. The balances are unsecured, interest-free and repayable on demand unless otherwise stated.

Key management personnel

Key management personnel are those persons having the authority and responsibility for planning, directing and controlling the activities of the Group and the Company, directly or indirectly, including any director (whether executive or otherwise) of that company.

(a) Compensation of key management personnel


	2025	2024	2025	2024
	$’000	$’000	$’000	$’000
Salaries and other short-term
employee benef ts	691	433	634	228
Employer’s contribution to Central
Provident Fund	65	38	56	12
Directors’ fees	85	90	85	90
	841	561	775	330

Included in the above is total compensation for executive directors of the Company amounting to $388,000 (2024: $305,000).

ANNUAL REPORT 2025 147

NOTES TO THE FINANCIAL STATEMENTS

27. Related party transactions (Continued)

(b) Sale and purchase of goods and services

following signifi cant transactions between the Group or the Company and related parties took place at terms agreed between the parties during the fi nancial year:

*Subsidiaries* Management fees income	Company 2025 2024	Company 2025 2024
	$’000 (147)	$’000 (132)

28. Segment information

operations are substantially in operating of food and beverages business and assisted living business.

In identifying these operating segments, management generally follows the Group’s service lines representing its main services. Each of these operating segments is managed separately as each requires diff erent marketing approaches and other resources.

Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profi t or loss which in certain respects, as explained in the table below, is measured diff erently from operating profi t or loss in the consolidated fi nancial statements.

(a) Operating segments

2025 Revenue External customers Total revenue Inventories and consumables used Depreciation Amortisation of intangible asset Employee benef ts Finance cost Advertising, media and entertainment Lease expenses Transportation Legal and professional fees Other operating expenses Segment operating loss Reportable segment assets Segment assets include: Additions to non-current assets Reportable segment liabilities	Food & Beverages Assisted Living Total
	$’000 $’000 $’000 1,155 264 1,419
	1,155 264 1,419
	(469) – (469) – (186) (186) – (7) (7) (491) (41) (532) (56) (29) (85) – (19) (19) (60) – (60) (1) (3) (4) (27) (56) (83) (366) (178) (544)
	(315) (255) (570)
	112 1,218 1,330
	– 1,100 1,100 394 1,439 1,833

148

AUTAGCO LTD.

NOTES TO THE FINANCIAL STATEMENTS

28. Segment information (Continued)

(a) Operating segments (Continued)

as follows:

Revenue Total revenue for reportable segments Other segment revenue Consolidated revenue Prof t or loss Total loss for reportable segments Other income and gains Other expenses not allocated Consolidated prof t before income tax and discontinued operations Assets Total assets for reportable segments Other segment assets Consolidated total assets Liabilities Total liabilities for reportable segments Other segment liabilities Loans and borrowings Consolidated total liabilities	2025
	$’000 1,419 –
	1,419
	(570) 326 (1,116)
	(1,360)
	1,330 75
	1,405
	1,833 1,694 500
	4,027

For the year ended 31 July 2025, all of its operations are in Singapore.

For the year ended 31 July 2024, for management purposes, the Group is organised into business units based on their geographical location. All of its operations are in Singapore, except for three subsidiaries - Auspac Financial Advisory Pty Ltd, Mulligan’s Co., Ltd. and LB F&B Sdn. Bhd., which are located in Australia, Thailand and Malaysia respectively.

ANNUAL REPORT 2025 149

NOTES TO THE FINANCIAL STATEMENTS

28. Segment information (Continued)

(b) Geographical segment

Revenue: Sales to external customers Results: Segment prof t/(loss) for the f nancial year Assets/(Liabilities): Segment assets(1) Segment liabilities(2)	Singapore Thailand Malaysia Australia Consolidated 2024 2024 2024 2024 2024
	$’000 $’000 $’000 $’000 $’000 1,322 – – 14 1,336
	(3,161) (34) (168) 160 (3,203)
	246 11 6 160 423 (1,940) (50) (16) (162) (2,168)

(1) Segment assets relate to total assets of the respective segment. For the year ended 31 July 2024, intersegment assets of $149,000 are deducted from segment assets to arrive at total assets reported in the consolidated statement of fi nancial position.

(2) Segment liabilities relate to total liabilities of the respective segment. For the year ended 31 July 2024, intersegment liabilities of $8,890,000 are deducted from segment liabilities to arrive at total liabilities reported in the consolidated statement of fi nancial position.

(c) Information on major customers

The Group generates its revenue from transactions with numerous customers and no customer contributes more than 10% of the Group’s revenue.

29.

fi nancial instruments. The key fi nancial risks include credit risk, market risk and liquidity risk. The board of directors reviews and agrees policies and procedures for the management of these risks, which are executed by the Financial Controller. The audit committee provides independent oversight to the eff ectiveness of the risk management process.

arise directly from its operations.

The following sections provide details regarding the Group’s and the Company’s exposure to the abovementioned fi nancial risks and the objectives, policies and processes for the management of these risks.

manages and measures the risks.

150 AUTAGCO LTD.

NOTES TO THE FINANCIAL STATEMENTS

29. (a) Credit risk

Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in a loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining suffi cient collateral where appropriate, as a means of mitigating the risk

The Group’s credit risk arises mainly from bank balances, trade and other receivables and other debt instruments carried at amortised cost. Bank balances are mainly deposits with banks with high credit-ratings assigned by international credit rating agencies and the Group does not expect the impairment loss from bank balances to be material, if any.

contract assets according to their risk of default. The Group defi nes default to have taken place when internal or/and external information indicates that the fi nancial asset is unlikely to be received, which could include a breach of debt covenant, default of interest due for more than 30 days, but not later than when the fi nancial asset is more than 90 days past due as per SFRS(I) 9’s presumption.

In their assessment, the management considers, amongst other factors, the latest relevant credit ratings from reputable external rating agencies where available and deemed appropriate, historical credit experiences, latest available fi nancial information and latest applicable credit reputation of the debtor.

The Group’s internal credit risk grading categories are as follows:

Category	Description	Basis of recognising ECL
1	Low credit riskNote 1	12-months ECL
2	Non-significant increase in credit risk since initial recognition and financial asset is ≤ 30 days past due	12-months ECL
3	Signif cant increase in credit risk since initial recognitionNote 2or f nancial asset is > 30 days past due	Lifetime ECL
4	Evidence indicates that f nancial asset is credit-impairedNote 3	Difference between financial asset’s gross carrying amount and present value of estimated future cash flows discounted at the financial asset’s original ef ective interest rate
5	Evidence indicates that the management has no reasonable expectations of recovering the write of amountNote 4	Written of

Note 1. Low credit risk

default, the counterparty has a strong capacity to meet its contractual cash fl ow obligations in the near term and adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the counterparty to fulfi l its contractual cash fl ow obligations. Generally, this is the case when the Group assesses and determines that the debtor has been, is in and is highly likely to be, in the foreseeable future and during the (contractual) term of the fi nancial asset, in a fi nancial position that will allow the debtor to settle the fi nancial asset as and when it falls due.

151

ANNUAL REPORT 2025

NOTES TO THE FINANCIAL STATEMENTS

29. (a) Credit risk (Continued)

recognition, the Group compares the risk of default occurring on the fi nancial asset as of reporting date with the risk of default occurring on the fi nancial asset as of date of initial recognition, and considered reasonable and supportable information, that is available without undue cost or eff ort, that is indicative of signifi cant increases in credit risk since initial recognition. In assessing the signifi cance of the change in the risk of default, the Group considers both past due (i.e. whether it is more than 30 days past due) and forward looking quantitative and qualitative information. Forward looking information includes the assessment of the latest performance and fi nancial position of the debtor, adjusted for the Group’s future outlook of the industry in which the debtor operates based on independently obtained information (e.g. expert reports, analyst’s reports etc) and the most recent news or market talks about the debtor, as applicable. In its assessment, the Group will generally, for example, assess whether the deterioration of the fi nancial performance and/or fi nancial position, adverse change in the economic environment (country and industry in which the debtor operates), deterioration of credit risk of the debtor, etc. is in line with its expectation as of the date of initial recognition of the fi nancial asset. Irrespective of the outcome of the above assessment, the Group presumes that the credit risk on a fi nancial asset has increased signifi cantly since initial recognition when contract payments are >30 days past due, unless the Group has reasonable and supportable information that demonstrates otherwise.

Note 3. Credit impaired

events that have a detrimental impact on the estimated future cashfl ows of the fi nancial asset have occurred. Evidence that a fi nancial asset is credit impaired includes the following observable data:

Breach of contract, such as a default or being more than 90 days past due;
or

realistic prospect of recovery of the amount as evidenced by, for example, the debtor’s lack of assets or income sources that could generate suffi cient cashfl ows to repay the amounts subjected to the

does not require collateral.

of counterparties having similar characteristics.

As at the end of the financial year, there was no significant concentration of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each fi nancial asset in the statements of fi nancial position.

152 AUTAGCO LTD.

NOTES TO THE FINANCIAL STATEMENTS

29. (a) Credit risk (Continued)

Trade receivables (Note 19)

The Group uses the practical expedient under SFRS(I) 9 in the form of allowance matrix to measure the ECL for trade receivables, where the loss allowance is equal to lifetime ECL.

The ECL for trade receivables are estimated using an allowance matrix by reference to the historical credit loss experience of the customers prior to the respective reporting dates for various customer groups that are assessed by geographical locations, product types and internal ratings, adjusted for forward looking factors specifi c to the debtors and the economic environment which could aff ect the ability of the debtors to settle the fi nancial assets. In considering the impact of the economic environment on the ECL rates, the Group assesses, for example, the gross domestic production growth rates of the countries (e.g. Singapore, Australia, Malaysia and Thailand) and the growth rates of the major industries which its customers operate in.

fi nancial diffi culty such as being under liquidation or bankruptcy and there are no reasonable expectations for recovering the outstanding balances.

The loss allowance for trade receivables is determined as follows:

Group 31 July 2025 Expected credit loss rates Trade receivables (gross) ($’000) Loss allowance ($’000) 31 July 2024 Expected credit loss rates Trade receivables (gross) ($’000) Loss allowance ($’000) Company 31 July 2025 Expected credit loss rates Trade receivables (gross) ($’000) Loss allowance ($’000) 31 July 2024 Expected credit loss rates Trade receivables (gross) ($’000) Loss allowance ($’000)	Current Past due more than 1 to 30 days Past due more than 31 to 60 days Past due more than 61 to 90 days Past due more than 90 days Total
	0% 0% 0% 0% 100% – – – – 3 3 – – – – 3 3
	0% 0% 0% 0% 100% – – – – 4 4 – – – – 4 4
	39% 100% 100% 100% 100% 28 12 12 12 422 486 11 12 12 12 422 469
	0% 100% 100% 100% 100% – 12 12 12 290 326 – 12 12 12 290 326

153

ANNUAL REPORT 2025

NOTES TO THE FINANCIAL STATEMENTS

29. (a) Credit risk (Continued)

Other receivables (Note 19) (Continued)

As of 31 July 2025, the Group recorded the amounts due from related parties of $2,042,000 (2024: $2,140,000). The Group assessed that these receivables to be credit impaired. In its assessment of the credit risk of the related parties, the Group considered amongst other factors, the fi nancial position of the related parties as of 31 July 2025, the past fi nancial performance and cashfl ow trends, adjusted for the outlook of the industry and economy in which the related parties operate in. The loss allowance for the amounts due from related parties of the Group as at 31 July 2025 is $2,042,000 (2024: $2,140,000).

As of 31 July 2025, the Company recorded the amounts due from subsidiaries of $7,710,000 (2024: $7,714,000) consequent to extension of loans to the subsidiaries. The Company determined that $7,694,000 (2024: $7,714,000) of these receivables are credit impaired. In its assessment of the credit risk of the subsidiaries, the Company considered amongst other factors, the fi nancial position of the subsidiaries as of 31 July 2025, the past fi nancial performance and cashfl ow trends, adjusted for the outlook of the industry and economy in which the subsidiaries operate in. The loss allowance for the amounts due from subsidiaries of the Company as at 31 July 2025 is $7,694,000 (2024: $7,714,000).

exposure to credit risk in respect of credit-impaired receivables are as follows:

Internal credit risk grading	Group Company Trade receivable Other receivable Trade receivable Other receivable
	Category 1 Category 4 Category 1 Category 4
Loss allowance Balance at 1 August 2023 Additions from acquisition of subsidiary Reversal of expected credit loss allowance Additions Currency translation dif erence Balance at 31 July 2024 Amount written of Additions Currency translation dif erence Balance at 31 July 2025 Gross carrying amount At 31 July 2024 At 31 July 2025 Net carrying amount At 31 July 2024 At 31 July 2025	$’000 $’000 $’000 $’000 $’000 $’000 – – – – – 6,294 – – 2,449 – – – – – (281) – – – 4 – – 326 – 1,420 – – (28) – – –
	4 – 2,140 326 – 7,714 – – (8) – – (372) – – – 143 – 352 (1) – (90) – – –
	3 – 2,042 469 – 7,694
	4 137 2,140 326 8 7,714
	3 103 2,042 486 9 7,710
	– 137 – – 8 –
	– 103 – 17 9 16

154

AUTAGCO LTD.

NOTES TO THE FINANCIAL STATEMENTS

29. (a) Credit risk (Continued)

Apart from amounts due from subsidiaries and related parties, the Company assessed the impairment loss allowance of other receivables on a 12-month ECL basis consequent to their assessment and conclusion that these receivables are of low credit risk. In its assessment of the credit risk of the other receivables, the Group considered amongst other factors, included but not limited to using 12-month ECL, the Company determined that the ECL is insignifi cant.

(b) Market risks

assets and liabilities at variable interest rates. Thus, the Group is not expose to market risks.

(c) Liquidity risk

to shortage of funds.�The Group’s and the Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of fi nancial assets and liabilities.�The Group’s and the Company’s objective is to maintain suffi cient level of cash and short-term deposits to meet its working capital requirements.�

The Group monitors and maintains a level of cash and cash equivalents deemed adequate by the management to fi nance the operations of the Group and to mitigate the eff ects of fl uctuations in cash

Short-term funding may be obtained from short-term loans where necessary without incurring unacceptable losses or risking damage to the Group’s reputation.

instruments. The table has been drawn up based on contractual undiscounted cash fl ows of fi nancial instruments based on the earlier of the contractual date or when the Group is expected to receive or (pay). The table includes both interest and principal cash fl ows:

Group

Financial liabilities Trade and other payables Loans and borrowings Lease liabilities Balance at 31 July 2025 Trade and other payables Lease liabilities Balance at 31 July 2024	Contractual cash f ows Carrying amount Less than 1 year 2 to 5 years Total
	$’000 $’000 $’000 $’000 2,177 1,727 450 2,177 712 84 746 830 1,061 440 690 1,130
	3,950 2,251 1,886 4,137
	1,754 1,754 – 1,754 370 288 94 382
	2,124 2,042 94 2,136

155

ANNUAL REPORT 2025

NOTES TO THE FINANCIAL STATEMENTS

29. (c) Liquidity risk (Continued)

Company

Financial liabilities Other payables Loans and borrowings Balance at 31 July 2025 Other payables Balance at 31 July 2024	Contractual cash f ows Carrying amount Less than 1 year 2 to 5 years Total
	$’000 $’000 $’000 $’000 1,600 1,150 450 1,600 510 60 526 586
	2,110 1,210 976 2,186
	977 977 – 977
	977 977 – 977

Financial instruments by category

the statements of fi nancial position and as follows:

Group 2025 2024	Group 2025 2024	Company 2025 2024	Company 2025 2024
$’000 – 232 (52) 180 66 246 2,177 712 1,061 3,950	$’000 – 169 (32) 137 225 362 1,754 – 370 2,124	$’000 – 82 (40) 42 6 48 1,600 510 – 2,110	$’000 –
			34 (26)
			8 43
			51
			977 – –
			977

30. Fair value of assets and liabilities

The fair values of applicable assets and liabilities, are determined and categorised using a fair value hierarchy as follows:

(a) Level 1 - the fair values of assets and liabilities with standard terms and conditions and which trade in active markets that the Group can access at the measurement date are determined with reference to quoted market prices (unadjusted).

156 AUTAGCO LTD.

NOTES TO THE FINANCIAL STATEMENTS

30. Fair value of assets and liabilities (Continued)

(b) Level 2 - in the absence of quoted market prices, the fair values of the assets and liabilities are determined using the other observable, either directly or indirectly, inputs such as quoted prices for similar assets/liabilities in active markets or included within Level 1, quoted prices for identical or similar assets/liabilities in non-active markets.
(c) Level 3 - in the absence of quoted market prices included within Level 1 and observable inputs included within Level 2, the fair values of the remaining assets and liabilities are determined in accordance with generally accepted pricing models.

The following table presents the level of fair value hierarchy for each class of assets and liabilities measured at fair value on the statements of fi nancial position at the end of the reporting period:

2025 Recurring fair value measurements Financial assets Financial assets at FVTPL – Convertible loans receivable Financial liabilities Trade and other payables – Amount owing to shareholder 2024 Recurring fair value measurements Financial assets Financial assets at FVTPL – Convertible loans receivable	Company Level 3
	$’000 –
	450
	–

Except as disclosed in respective notes, the carrying amounts of trade and other receivables, trade and other payables, short-term loans and borrowings, cash and cash equivalents, approximate their respective fair values due to the relative short-term maturity of these fi nancial instruments. The carrying amounts of noncurrent payables and loans and borrowings approximate their respective fair values as they bear interest rates that approximate market rate.

Level 3

through profi t or loss at initial recognition and at the end of the reporting period. The convertible loans receivable was valued and estimated at the present value of the expected future cash fl ows derived from an equivalent financial instrument. Consequently, the fair value loss on the convertible loans receivable amounted to $686,000 was recognised in the Company’s statement of profi t or loss and other comprehensive income in fi nancial year ended 31 July 2024 which resulted in a $Nil carrying value.

and accordingly no adjustment to the fair value of the convertible loan receivable has been made for the fi nancial year ended 31 July 2025.

ANNUAL REPORT 2025 157

NOTES TO THE FINANCIAL STATEMENTS

30. Fair value of assets and liabilities (Continued)

measurements.

			Signif cant	Range of	Relationship of
	Fair value at 31	Valuation	unobservable	unobservable	unobservable inputs to
Description	July 2024	technique	inputs	input	fair value
	$’000
Financial asset	at fair value through prof t or		loss:
Convertible	Nil	Discounted	Discount rate	10.25 - 10.63%	An increase/(decrease)
loans		Cash Flow			will result in a (decrease)/
receivable		Analysis			increase in fair value
			Time to	4 - 5 years	An increase/(decrease)
			maturity		will result in a (decrease)/
					increase in fair value
			Required rate	5 – 7%	An increase/(decrease)
			of return		will result in a (decrease)/
					increase in fair value
			Probability of	0%	An increase/(decrease)
			conversion		will result in a (decrease)/
					increase in fair value

31. Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern and to maintain an optimal capital structure so as to maximise shareholders’ value. In order to maintain or achieve an optimal capital structure, the Group may adjust the amount of dividend payment, return capital to shareholders, issue new shares, buy back issued shares, obtain new borrowings or sell assets to reduce borrowings. No changes were made in the objectives, policies or processes during the fi nancial year ended 31 July 2025.

value measurements.

Management monitors capital based on a gearing ratio. The gearing ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings less cash and bank balances. Total capital is calculated as total equity as shown in the statement of fi nancial position, plus net debt.

Trade and other payables Lease liabilities Loans and borrowings Less: Cash and cash equivalents Net debt Equity attributable to equity holders of the Company Capital and net debt Gearing ratio	Group 2025 2024
	$’000 $’000 2,177 1,754 1,061 370 712 – (66) (225)
	3,884 1,899 (1,939) (1,137)
	1,945 762
	200% 249%

The Group and the Company are not subjected to any externally imposed capital requirements during the fi nancial years ended 31 July 2025 and 2024.

158

AUTAGCO LTD.

NOTES TO THE FINANCIAL STATEMENTS

32. Events subsequent to the reporting date

Company’s 75%-owned subsidiary, Superfood Kitchen Pte. Ltd. (“SFK”). Taking into account, among other factors, the limited turnaround prospects of SFK business and the closure of its last Superfood Kitchen outlet, the Company has decided to dissolve SFK by way of creditors’ voluntary liquidation (“SFK CVL”). The SFK CVL will allow the Group to focus its eff orts and resources on operating its assisted living business and explore other viable business opportunities as part of the ongoing strategic review of the Group and its portfolio of businesses.

On 26 September 2025, the Company announced that The Green Bar Pte. Ltd. (“TGB”), in which SFK holds 70% interest, has resolved to commence a creditors’ voluntary liquidation (“TGB CVL”). Accordingly, the sole F&B outlet operated by TGB at the Alexandra Retail Centre ceased operations with eff ect from 30 September 2025. With eff ect from 19 December 2025, the powers of TGB’s director(s) have ceased and are now vested in the appointed liquidator. As the Group has eff ectively lost control of TGB with eff ect from 19 December 2025, TGB has ceased to be an indirect 70%-subsidiary of the Group and will be deconsolidated from the Group’s fi nancial statements from 19 December 2025.

159

ANNUAL REPORT 2025

STATISTICS OF SHAREHOLDINGS

As at 31 December 2025

STATISTICS OF SHAREHOLDINGS AS AT 31 DECEMBER 2025

Issued and fully paid-up capital	-	S$73,577,500.30*
Number of issued shares	-	2,607,007,153
Class of Shares	-	Ordinary shares of equal voting right
Number of treasury shares	-	Nil
Number or subsidiary holdings	-	Nil

Note:

Based on records kept with the Accounting and Corporate Regulatory Authority.

DISTRIBUTION OF SHAREHOLDINGS

	NO. OF		NO. OF
SIZE OF SHAREHOLDINGS	SHAREHOLDERS	%	SHARES	%
1 - 99	422	12.27	16,548	0.00
100 - 1,000	968	28.15	442,963	0.02
1,001 - 10,000	981	28.53	3,853,009	0.15
10,001 - 1,000,000	867	25.21	191,165,347	7.33
1,000,001 AND ABOVE	201	5.84	2,411,529,286	92.50
TOTAL	3,439	100.00	2,607,007,153	100.00

TWENTY LARGEST SHAREHOLDERS

NO.
NAME

NO. OF
SHARES
%

1
AURICO GLOBAL HOLDINGS PTE. LTD.
2
CHU CHIN EE (ZHU ZHENGYU)
3
MOOMOO FINANCIAL SINGAPORE PTE. LTD.
4
CGS INTERNATIONAL SECURITIES SINGAPORE PTE. LTD.
5
DBS NOMINEES PTE LTD
6
OCBC SECURITIES PRIVATE LIMITED
7
PHILLIP SECURITIES PTE LTD
8
RAFFLES NOMINEES (PTE.) LIMITED
9
IFAST FINANCIAL PTE. LTD.
10
LOW POH KUAN
11
UOB KAY HIAN PRIVATE LIMITED
12
BOEY CHEE CHEONG
13
LONG SA KOW
14
LAI YEW KIN
15
LIW CHAI YUK
16
PONG CHUN MUN MOHAMMED DANIAL (PANG JUNWEN)
17
ZHOU KEKE
18
KHOO MENG KOON EDWIN
19
FRANZ ELIOE NARCIS
20
HEE KOK HWA
TOTAL

728,000,000
27.92
159,982,800
6.14
79,636,014
3.05
66,893,414
2.57
65,613,414
2.52
65,322,498
2.51
62,719,129
2.41
41,772,462
1.60
37,967,600
1.46
37,906,500
1.45
37,665,711
1.44
33,000,000
1.27
32,673,000
1.25
26,000,000
1.00
25,000,000
0.96
24,244,701
0.93
24,014,001
0.92
22,999,808
0.88
20,727,900
0.80
20,417,600
0.78

1,612,556,552
61.86

160 AUTAGCO LTD.

STATISTICS OF SHAREHOLDINGS

As at 31 December 2025

SUBSTANTIAL SHAREHOLDERS AS AT 31 DECEMBER 2025 (As recorded in the Register of Substantial Shareholders)

		Direct	Interests	Deemed	Interests
		No. of		No. of
No.	Name	shares held	%	shares held	%
1.	Aurico Global Holdings Pte. Ltd.	728,000,000	27.92	–	–
2.	Ng Boon Hui(a)	–	–	728,000,000	27.92
3.	Ho Poh Khum(b)	–	–	728,000,000	27.92
4.	Chu Chin Ee (Zhu Zhengyu)	159,982,800	6.14	–	–

Notes:

(a) Mr Ng Boon Hui is deemed interested in 728,000,000 shares held by Aurico Global Holdings Pte. Ltd. under Section 7 of the Companies Act 1967 (“ Companies Act ”) and Section 4 of the Securities and Futures Act 2001 (“ SFA ”), by virtue of his 70% shareholding interest in Aurico Global Holdings Pte. Ltd..

(b) Mdm Ho Poh Khum is deemed interested in 728,000,000 shares held by Aurico Global Holdings Pte. Ltd. under Section 7 of the Companies Act and Section 4 of the SFA, by virtue of her 27% shareholding interest in Aurico Global Holdings Pte. Ltd.

PERCENTAGE OF SHAREHOLDING IN PUBLIC’S HANDS

65.94% of the Company’s issued paid up capital is held in the hands of the public. Accordingly, the Company has complied with Rule 723 of the Catalist Rules of the SGX-ST.

161

ANNUAL REPORT 2025

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Autagco Ltd. (“ Company ”) will be held at 114 Lavender Street, #05-56 (lift lobby 3), CT Hub 2, Singapore 338729 on Wednesday, 28 January 2026 at 10:30 a.m. for the purpose of considering and, if thought fi t, passing with or without modifi cations the following resolutions:

AS ORDINARY BUSINESS

To receive and adopt the Directors’ Statement and the Audited Financial Statements of the Company and the Group for the fi nancial year ended 31 July 2025 together with the Auditors’ Report thereon. (Resolution 1)
(Resolution 2)
To re-elect the following Directors who are retiring pursuant to the Constitution of the Company:

Regulation 107
Mr. Ng Boon Hui	(Resolution 3)
Mr. Loke Pak Hoe, Patrick	(Resolution 4)
Regulation 117
Ms. Tay Lee Sie Fiona	(Resolution 5)
Mr. Soh Chun Bin	(Resolution 6)
Mr. Seah Kah Boon, Desmond	(Resolution 7)
[See Explanatory Note (i)]

To re–appoint Messrs Grant Thornton Audit LLP, as auditor of the Company and to authorise the Directors of the Company to fi x its remuneration. (Resolution 8)
To transact any other ordinary business which may be properly transacted at an AGM.

AS SPECIAL BUSINESS

amendments):

Authority to allot and issue shares in the capital of the Company

That pursuant to Section 161 of the Companies Act 1967 of Singapore (“ Companies Act ”) and Rule 806 of the Listing Manual Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited (“ SGX-ST ”) (“ Catalist Rules ”), the Directors of the Company be authorised and empowered to:

(a) (i) allot and issue shares in the capital of the Company (“ Shares ”) whether by way of rights, bonus or otherwise; and/or
(ii) Instruments ”) that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into Shares,

at any time and upon such terms and conditions and for such purposes and to such persons as the Directors of the Company may in their absolute discretion deem fi t; and

(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors of the Company while this Resolution was in force,

162

AUTAGCO LTD.

NOTICE OF ANNUAL GENERAL MEETING

provided that:

(1) the aggregate number of Shares (including Shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution) to be issued pursuant to this Resolution shall not exceed 100% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares (including Shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution) to be issued other than on a pro rata basis to existing shareholders of the Company shall not exceed 50% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below);
(2) (subject to such calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph (1) above, the percentage of issued Shares shall be based on the number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time of the passing of this Resolution, after adjusting for:
(a) new Shares arising from the conversion or exercise of convertible securities;
(b) new Shares arising from exercising share options or vesting of share awards, provided that such share awards or share options (as the case may be) were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and
(c) any subsequent bonus issue, consolidation or subdivision of Shares.

Adjustments in accordance with sub-paragraph (2)(a) or sub-paragraph (2)(b) above are only to be made in respect of new Shares arising from convertible securities, share options or share awards which were issued and outstanding or subsisting at the time of the passing of this Resolution;

(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Catalist Rules for the time being in force (unless such compliance has been waived by the SGX-ST), all applicable legal requirements under the Companies Act and the Constitution of the Company for the time being in force; and
(4) unless revoked or varied by the Company in a general meeting, such authority conferred by this Resolution shall continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is earlier.

[See Explanatory Note (ii)] (Resolution 9)

7. Authority to issue Shares under Autagco Employee Share Option Scheme 2021

That pursuant to Section 161 of the Companies Act, the Directors of the Company be authorised and empowered to off er and grant options under Autagco Employee Share Option Scheme 2021 (“ ESOS 2021 ”) and to allot and issue from time to time such number of Shares as may be required to be issued pursuant to the exercise of options granted by the Company under the ESOS 2021, whether granted during the subsistence of this authority or otherwise, provided always that the aggregate number of Shares to be allotted and issued pursuant to the ESOS 2021, the PSP 2021 (as defi ned below) and such other share-based incentive scheme collectively shall not exceed 15% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) from time to time and that such authority shall, unless revoked or varied by the Company in a general meeting, continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is earlier.

[See Explanatory Notes (iii)]

(Resolution 10)

ANNUAL REPORT 2025 163

NOTICE OF ANNUAL GENERAL MEETING

8. Authority to issue Shares under the Autagco Performance Share Plan 2021

That pursuant to Section 161 of the Companies Act, the Directors of the Company be authorised and empowered to off er and grant awards pursuant to the Autagco Performance Share Plan 2021 (“ PSP 2021 ”) and to allot and issue from time to time such number of Shares as may be required to be issued pursuant to the vesting of awards under the PSP 2021, provided always that the aggregate number of Shares to be allotted and issued pursuant to the ESOS 2021, the PSP 2021 and such other share-based incentive scheme collectively shall not exceed 15% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) from time to time and that such authority shall, unless revoked or varied by the Company in a general meeting, continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is earlier.

[See Explanatory Notes (iv)]

(Resolution 11)

By Order of the Board

Ng Boon Hui Executive Chairman and Chief Executive Offi cer 13 January 2026

Explanatory Notes:

(i)
Mr. Loke Pak Hoe, Patrick will, upon re-election as Director, remain as the Executive Director and Head of Corporate Development.

Ms. Tay Lee Sie Fiona will, upon re-election as a Director, remain as the Independent Director, the Chairman of Audit Committee (“ AC ”) and a member of Nominating and Remuneration Committee (“ NRC ”).

Mr. Soh Chun Bin will, upon re-election as a Director, remain as the Lead Independent Director and a member of AC and NRC.

Mr. Seah Kah Boon, Desmond will, upon re-election as a Director, remain as the Non-Executive Non-Independent Director and a member of the AC.

Further detailed information on Mr. Ng Boon Hui, Mr. Loke Pak Hoe, Patrick, Ms. Tay Lee Sie Fiona, Mr. Soh Chun Bin and Mr. Seah Kah Boon, Desmond can be found in the sections titled “Board of Directors”, “Corporate Governance Report” and “Additional Information on Directors Seeking Re-election” of the Annual Report 2025.

(ii) Resolution 9 above, if passed, will empower the Directors of the Company from the date of this AGM until the date of the next AGM of the Company, or the date by which the next AGM of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to issue Shares, make or grant Instruments convertible into Shares and to issue Shares pursuant to such Instruments, up to a number not exceeding, in total, 100% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company, of which up to 50% may be issued other than on a pro rata basis to shareholders of the Company.

For determining the aggregate number of Shares that may be issued, the percentage of issued Shares in the capital of the Company will be calculated based on the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time this Resolution is passed after adjusting for new Shares arising from the conversion or exercise of the Instruments or any convertible securities, the exercise of share options or the vesting of share awards outstanding or subsisting at the time when this Resolution is passed and any subsequent consolidation or subdivision of Shares.

(iii) Resolution 10 above, if passed, will empower the Directors of the Company from the date of this AGM until the date of the next AGM of the Company, or the date by which the next AGM of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to allot and issue Shares pursuant to the exercise of options granted or to be granted under the ESOS 2021 and such other share-based incentive scheme or share plan up to a number not exceeding in aggregate, 15% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) from time to time.

164

AUTAGCO LTD.

NOTICE OF ANNUAL GENERAL MEETING

(iv) Resolution 11 above, if passed, will empower the Directors of the Company, from the date of this AGM until the date of the next AGM of the Company, or the date by which the next AGM of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to allot and issue Shares pursuant to the vesting of awards granted or to be granted under the PSP 2021 and such other share-based incentive scheme or share plan, up to a number not exceeding in aggregate, 15% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) from time to time.

Notes:

(a) The shareholders of the Company are invited to attend physically only at the AGM. This Notice of AGM, Proxy Form, the Request Form (to request for printed copy of the Annual Report) and the Annual Report will be made available to shareholders by electronic means via publication on the Company’s corporate website at the URL: https://www.autagco.com.sg/ and on the SGXNet at the URL: https://www.sgx.com/securities/company-announcements. Printed copies of this Notice of AGM, Proxy Form and the Request Form will also be sent by post to shareholders. Shareholders who wish to receive a printed copy of the Annual Report are required to complete the Request Form and return it to the Company by 20 January 2026:
(i) via email to [email protected]; or
(ii) via post to the Company’s registered address at 36 Robinson Road, #20-01, City House, Singapore 068877.
(b) 181(6) of the Companies Act is entitled to appoint more than 2 proxies to attend, speak and vote at the AGM, but each proxy must be appointed to exercise the rights attached to a diff erent Share or Shares held by such shareholder. Where such shareholder appoints more than 1 proxy, the number and class of Shares in relation to which each proxy has been appointed shall be specifi ed in the instrument of proxy.
(c) Central Provident Fund (“ CPF ”) Investment Scheme (“ CPFIS ”) investors (“ CPFIS Investors ”) and Supplementary Retirement Scheme (“ SRS ”) investors (“ SRS Investors ”) who hold the Company’s shares through CPF Agent Banks and/or SRS operators:
(i) may vote at the AGM if they are appointed as proxies by their respective CPF Agent Banks and/or SRS Operators (as the case may be), and should approach their respective CPF Agent Banks and/or SRS Operators (as the case may be) if they have any queries regarding their appointment as proxies; or
(ii) may appoint the Chairman of the AGM as proxy to vote on their behalf at the AGM,

in which case, they should approach their respective CPF Agent Banks and/or SRS Operators (as the case may be) to submit their voting instructions at least 7 working days before the AGM (i.e. by 16 January 2026) in order to allow suffi cient time for their respective CPF Agent Banks and/or SRS Operators to in turn submit a Proxy Form to vote on their behalf by the cut-off date by 10:30 a.m. on 25 January 2026 (being not less than 72 hours before the time appointed for holding the AGM).

(d) Shareholders, including CPFIS Investors and SRS Investors, and (where applicable) duly appointed proxies can attend the AGM in person. To do so, they will need to register in person at the registration counter(s) outside the AGM venue on the date of the AGM. Shareholders must bring along their NRIC/passport so as to enable the Company to verify their identity. Shareholders are requested to arrive early to facilitate the registration process and are advised not to attend the AGM if they are feeling unwell.
(e) Substantial and relevant questions related to the agenda of the AGM may be submitted in advance in the following manner:
(i) via email to [email protected]; or
(ii) via post to the Company’s registered address at 36 Robinson Road, #20-01, City House, Singapore 068877

in either case, by 10:30 a.m. on 20 January 2026 for the purposes of the AGM.

(i) full name;
(ii) NRIC/passport/company registration number;
(iii) current address;
(iv) contact number; and
(v) number of Shares held and the manner in which you hold Shares in the Company (e.g. via CDP, CPF or SRS).
(f) Shareholders are encouraged to submit their questions on or before 10:30 a.m. on 20 January 2026, as this will allow the Company suffi cient time to address and respond to these questions on or before 23 January 2026 (not less than 48 hours prior to the closing date and time for the lodgement of the proxy forms). The responses will be published on SGXNet and the Company’s corporate website. Where substantial and relevant questions submitted by shareholders are unable to be addressed prior to the AGM, including any questions received by the Company after 10:30 a.m. on 20 January 2026, the Company will address them during the AGM. Where substantially similar questions are received, the Company will consolidate such questions and consequently not all questions may be individually addressed.

165

ANNUAL REPORT 2025

NOTICE OF ANNUAL GENERAL MEETING

(g) The Directors will endeavour to address as many substantial and relevant questions as possible during the AGM. However, shareholders should note that there may not be suffi cient time available at the AGM to address all questions raised. Please note that individual responses will not be sent to shareholders. The minutes of the AGM (including the responses to the questions which are addressed during the AGM, if any) will be published on the SGXNet and the Company’s website within 1 month after the date of the AGM.
(h) Shareholders who wish to exercise their voting rights at the AGM may:
(i) (where such shareholders are individuals) attend and vote at the AGM or (where such shareholders are individuals or corporates) appoint proxies (other than the Chairman of the AGM) to attend and vote at the AGM on their behalf; or
(ii) (where such shareholders are individuals or corporates) appoint the Chairman of the AGM as their proxy to vote on their behalf at the AGM.
(i) Persons who hold Shares of the Company through Relevant Intermediaries, including CPFIS Investors and SRS Investors, can also submit their questions related to the resolutions to be tabled for approval at the AGM based on the abovementioned instructions.
(j) Except for a shareholder who is a Relevant Intermediary, a shareholder of the Company entitled to attend, speak and vote at the AGM is entitled to appoint not more than 2 proxies to attend, speak and vote in his stead. Where such shareholder appoints more than 1 proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specifi ed in the Proxy Form.
(k) A proxy need not be a shareholder of the Company.
(l) A corporation which is a shareholder of the Company may authorise by resolution of its directors or other governing body such person as it thinks fi t to act as its representative at the AGM, in accordance with its Constitution and Section 179 of the Companies Act.
(m) The instrument appointing the proxy(ies) must be signed by the appointor or his attorney duly authorised in writing. Where the instrument appointing the proxy(ies) is executed by a corporation, it must be executed under seal or the hand of its duly authorised offi cer or attorney. Where the instrument appointing a proxy(ies) is signed on behalf of the appointor by an attorney, the letter or power of attorney (or other authority) or a duly certifi ed copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.
(n) The instrument appointing the proxy(ies), together with the power of attorney or other authority (if any) under which it is signed, or notarially certifi ed copy thereof, must be deposited in the following manner:
(i) via email to [email protected]; or
(ii) via post to the Company’s registered address at 36 Robinson Road, #20-01, City House, Singapore 068877,

in either case, by 10:30 a.m. on 25 January 2026, being not less than 72 hours before the time appointed for holding the AGM. The completion and return of the Proxy Form by a shareholder shall not preclude him from attending, speaking and voting at the AGM in place of his proxy should he subsequently wish to do so.

(o) The Company shall be entitled to reject the instrument appointing the proxy(ies) if it is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specifi ed in the instrument appointing the proxy(ies) (such as in the case where the appointor submits more than one instrument of proxy).
(p) A Depositor’s name must appear on the Depository Register maintained by The Central Depository (Pte) Limited as at 72 hours before the time appointed for holding the AGM in order for the Depositor to be entitled to attend, speak and vote at the AGM.

166

AUTAGCO LTD.

NOTICE OF ANNUAL GENERAL MEETING

Personal Data Privacy:

By (a) attending, speaking or voting at the AGM and/or adjournment thereof; (b) submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof; or (c) submitting any questions prior to, or at, the AGM, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents or service providers) for the purpose of the processing and administration by the Company (or its agents or service providers) of proxies and representatives appointed for the AGM of the Company (including any adjournment thereof) and the preparation and compilation of the attendance lists, proxy lists, minutes and other documents relating to the AGM of the Company (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines and (collectively, the “ Purposes ”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.

This Notice has been reviewed by the Company’s sponsor, SAC Capital Private Limited (the “ Sponsor ”). This Notice has not been examined or approved by the Singapore Exchange Securities Trading Limited (“ SGX-ST ”) and the SGX-ST assumes no responsibility for the contents of this Notice, including the correctness of any of the statements or opinions made or reports contained in this Notice.

The contact person for the Sponsor is Ms. Lim Qi Fang (Tel: (65) 6232 3210) at 1 Robinson Road, #21-01 AIA Tower, Singapore 048542.

ANNUAL REPORT 2025 167

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AUTAGCO LTD.

IMPORTANT:

The AGM of the Company will be held on 28 January 2026 at 10:30 a.m. at 114 Lavender Street, #05-56 (lift lobby 3), CT Hub 2, Singapore 338729. The Notice of AGM, Proxy Form, the Request Form and the Annual Report will be sent to Shareholders by electronic means via publication on (i) the SGXNet at the URL https://www.sgx.com/securities/company-announcements; and (ii) the Company’s website at the URL https://www.autagco.com.sg/. Printed copies of the Notice of AGM, Proxy Form and the Request Form will also be sent by post to Shareholders.

(Company Registration No.: 200311348E)

(Incorporated in the Republic of Singapore)

ANNUAL GENERAL MEETING PROXY FORM

Investors who hold shares through Relevant Intermediaries, including under the Central Provident Fund Investment Scheme (“ CPFIS Investors ”) or the Supplementary Retirement Scheme (“ SRS Investors ”), and who wish to appoint the Chairman of the AGM as their proxy should approach their respective Relevant Intermediaries, including CPF Agent Banks or SRS Operators, to submit their voting instructions at least 7 working days before the AGM (i.e. by 16 January 2026).

Personal Data Privacy:

By submitting an instrument appointing a proxy or proxies and/or representative(s), the shareholder accepts and agrees to the personal data privacy terms set out in the Notice of AGM dated 13 January 2026.

for all intents and purposes if used or purported to be used by them.
Please read the notes to this Proxy Form.

I/We*,

(NRIC/Passport/Company Registration No.*)

(Name)

(Address)

being a shareholder/shareholders of Autagco Ltd. (the “ Company* ”), hereby appoint:

Name	NRIC/Passport No.	Proportion of Shareholdings	Proportion of Shareholdings
		No. of Shares	%
Address
and/or* (delete as appropriate)
Name	NRIC/Passport No.	Proportion of Shareholdings
		No. of Shares	%
Address

or failing him/her/them, the Chairman of the annual general meeting of the Company (the “ AGM ”), as my/our proxy/ proxies to attend, speak and vote for me/us on my/our behalf at the AGM to be held at 114 Lavender Street, #05-56 (lift lobby 3), CT Hub 2, Singapore 338729 on Wednesday, 28 January 2026 at 10:30 a.m. and at any adjournment thereof.

I/We direct my/our proxy/proxies to vote for or against the resolution to be proposed at the AGM as indicated hereunder. If no specifi c direction as to voting is given, the proxy/proxies (except where the Chairman of the AGM is appointed as my/our proxy) will vote or abstain from voting at his/her/their discretion. In the absence of specifi c directions in respect of a resolution, the appointment of the Chairman of the AGM as my/our proxy for that resolution will be treated as invalid.*

No.	Ordinary Resolutions Relating To:	For**	Against**	Abstain**
	AS ORDINARY BUSINESS
1.	To receive and adopt the Directors’ Statement and the Audited Financial Statements of the Company and the Group for the f nancial year ended 31 July 2025 together with the Auditors’ Report thereon.
2.	To approve Directors’ fees of S$125,000 for the f nancial year ending 31 July 2026.
3.	To re-elect Mr. Ng Boon Hui who is retiring pursuant to Regulation 107 of the Company’s Constitution.
4.	To re-elect Mr. Loke Pak Hoe, Patrick is retiring pursuant to Regulation 107 of the Company’s Constitution.
5.	To re-elect Ms. Tay Lee Sie Fiona who is retiring pursuant to Regulation 117 of the Company’s Constitution.
6.	To re-elect Mr. Soh Chun Bin who is retiring pursuant to Regulation 117 of the Company’s Constitution.
7.	To re-elect Mr. Seah Kah Boon, Desmond who is retiring pursuant to Regulation 117 of the Company’s Constitution.
8.	To re-appoint Messrs Grant Thornton Audit LLP, as auditor of the Company and to authorise the Directors of the Company to f x its remuneration.

No.	Ordinary Resolutions Relating To:	For**	Against**	Abstain**
	AS SPECIAL BUSINESS
9.	To authorise Directors to allot and issue shares in the capital of the Company.
10.	To authorise Directors to allot and issue new shares under the Autagco Employee Share Option Scheme 2021
11.	To authorise Directors to allot and issue shares under the Autagco Performance Share Plan 2021

Notes:

* Please delete where inapplicable.

** If you wish to exercise all your votes ‘For’ or ‘Against’ or ‘Abstain’ please tick () within the box provided. Alternatively, please indicate the number of votes as appropriate. If you mark the abstain box for a particular resolution, you are directing your proxy not to vote on that resolution on a poll and your votes will not be counted in computing the required majority on a poll.

Dated this	day of	2026
			Total number of Shares in	No. of Shares
			(a) CDP Register
			(b) Register of Members

Signature(s) of Shareholder(s) or Common Seal

IMPORTANT: PLEASE READ NOTES OVERLEAF BEFORE COMPLETING THIS PROXY FORM

Notes:

(“ Companies Act ”), a shareholder of the Company entitled to attend, speak and vote at the AGM is entitled to appoint not more than 2 proxies to attend, speak and vote in his stead. Such proxy need not be a shareholder of the Company. Where such shareholder appoints more than 1 proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specifi ed in this Proxy Form.
Pursuant to Section 181(1C) of the Companies Act, a shareholder who is a Relevant Intermediary is entitled to appoint more than 2 proxies to attend, speak and vote at the AGM, but each proxy must be appointed to exercise the rights attached to a diff erent share or shares held by such shareholder. Where such shareholder appoints more than 1 proxy, the number and class of shares in relation to which each proxy has been appointed shall be specifi ed in this Proxy Form.
Central Provident Fund (“ CPF ”) Investment Scheme (“ CPFIS ”) investors (“ CPFIS Investors ”) and Supplementary Retirement Scheme (“ SRS ”) investors (“ SRS Investors ”) who hold the Company’s shares through CPF Agent Banks and/or SRS operators:
(a) may vote at the AGM if they are appointed as proxies by their respective CPF Agent Banks and/or SRS Operators (as the case may be), and should approach their respective CPF Agent Banks and/or SRS Operators (as the case may be) if they have any queries regarding their appointment as proxies; or
(b) may appoint the Chairman of the AGM as proxy to vote on their behalf at the AGM, in which case they should approach their respective CPF Agent Banks and/or SRS Operators (as the case may be) to submit their votes at least 7 working days before the AGM (i.e. by 16 January 2026), in order to allow suffi cient time for their respective CPF Agent Banks and/or SRS Operators to in turn submit a Proxy Form to vote on their behalf by 10:30 a.m. on 25 January 2026 (being not less than 72 hours before the time appointed for holding the AGM).
Shareholders, including CPFIS Investors and SRS Investors, and (where applicable) duly appointed proxies can attend the AGM in person. To do so, they will need to register in person at the registration counter(s) outside the AGM venue on the date of the AGM. Shareholders must bring along their NRIC/passport so as to enable the Company to verify their identity. Shareholders are requested to arrive early to facilitate the registration process and are advised not to attend the AGM if they are feeling unwell.
Where a shareholder of the Company appoints 2 proxies, he shall specify the proportion of his shareholding (expressed as a percentage of the whole) to be represented by each such proxy. If no such proportion or number is specifi ed, the fi rst named proxy may be treated as representing 100% of the shareholding and any second proxy as an alternate to the fi rst name.
This Proxy Form must be signed by the appointor or his attorney duly authorised in writing. Where this Proxy Form is executed by a corporation, it must be executed under its common seal or signed by its attorney or duly authorised offi cer. Where the instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the letter or power of attorney (or other authority) or a duly certifi ed copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.
A corporation which is a shareholder of the Company may authorise by resolution of its directors or other governing body such person as it thinks fi t to act as its representative at the AGM, in accordance with its Constitution and Section 179 of the Companies Act 1967.
This Proxy Form, duly executed, must be deposited in the following manner:
(a) via email to [email protected]; or
(b) via post to the Company’s registered address at 36 Robinson Road, #20-01 City House, Singapore 068877,

in either case, by 10:30 a.m. on 25 January 2026, being not less than 72 hours before the time appointed for holding the AGM. The completion and return of this Proxy Form by a shareholder will not preclude him from attending, speaking and voting at the AGM in place of his proxy should he subsequently wish to do so. A shareholder may revoke the appointment of a proxy or proxies at any time before the AGM commences and in such an event, the Company reserves the right to refuse to admit the proxy or proxies’ access to the AGM proceedings.

A shareholder should insert the total number of shares held. If the shareholder has shares entered against his name in the Depository Register (as defi ned in Section 81SF of the Securities and Futures Act 2001 of Singapore), he should insert that number of shares. If the shareholder has shares registered in his name in the Register of Members of the Company, he should insert the number of shares. If the shareholder has shares entered against his name in the Depository Register and shares registered in his name in the Register of Members of the Company, he should insert the aggregate number of shares. If no number is inserted, this form of proxy will be deemed to relate to all the shares held by the shareholder of the Company.
A Depositor shall not be regarded as a shareholder of the Company entitled to attend the AGM and to speak and vote thereat unless his name appears on the Depository Register 72 hours before the time set for the AGM.

General:

The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specifi ed in the instrument appointing a proxy or proxies. In addition, in the case of shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the shareholder, being the appointor, is not shown to have shares entered against his name in the Depository Register as at 72 hours before the time appointed for holding the AGM, as certifi ed by The Central Depository (Pte) Limited to the Company.

Personal Data Privacy:

By submitting an instrument appointing a proxy or proxies, the shareholder accepts and agrees to the personal data privacy terms set out in the Notice of AGM dated 13 January 2026.

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AUTAGCO LTD.

36 Robinson Road #20-01 City House Singapore 068877 Website: www.autagco.com.sg

AI assistant

AUTAGCO LTD. — Annual Report 2025

67122_rns_2026-01-12_d6166bfe-0448-495e-8a44-0462992aa18d.pdf

AUTAGCO LTD.

Contents

Corporate Profile

Chairman’s Statement

Dear Shareholders

A Strategic Turnaround with Purpose

Strategic Partnerships Fuelling Growth

Chairman’s Statement

A Leaner Organisation, Stronger Financial Discipline

Looking Ahead: From Restructuring to Resurgence

A Note of Gratitude

Ng Boon Hui

Board of Directors

Board of Directors

Mr. Seah Kah Boon, Desmond (“Mr. Seah”)

Executive Officers

REVIEW OF INCOME STATEMENT

Revenue

Other operating income

Reversal of expected credit loss (“ECL”) allowance, net

Operations and Financial Review

Costs & expenses

Operations and Financial Review

Loss before income tax

REVIEW OF STATEMENT OF FINANCIAL POSITION

Current assets

Non-current assets

Current liabilities

Non-current liabilities

Equity attributable to owners of the Company

REVIEW OF STATEMENT OF CASH FLOWS

Registered Office

Board of Directors

Ng Boon Hui

Loke Pak Hoe, Patrick

Share Registrar and Share Transfer Office

In.Corp Corporate Services Pte. Ltd.

Auditors

Audit Partner-In-Charge

Tan Ee Choon

Soh Chun Bin

Sponsor

SAC Capital Private Limited

Wang Xiaolan

Tay Lee Sie Fiona

Principal Bankers

United Overseas Bank Limited

Seah Kah Boon, Desmond

Audit Committee

Nominating and Remuneration Committee

CIMB Bank Berhad, Singapore Branch

Investor Relations

Joint Company Secretaries

Sustainability Report 2025

Contents

Sustainability Report

1. ABOUT THE REPORT

1.1 Board Statement

1.2 Corporate Profile

1.3 Scope and Methodology

Sustainability Report

1.4 Boundary

2. OUR APPROACH

2.1 Alignment with Sustainable Development Goals

Sustainability Report

2.2 Stakeholder Engagement

2.3 Materiality Assessment

Sustainability Report

2.4 Feedback

3. OUR ESG AMBITION AND STRATEGIC TARGETS

4. ECONOMIC SUSTAINABILITY

4.1 Economic Performance

Sustainability Report

5. ENVIRONMENTAL SUSTAINABILITY

5.1 Our Approach, Targets and Performance

5.2 Waste Management

5.2.1 Environmentally Friendly Packaging Materials

AUTAGCO LTD. Annual Report 2025