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AUTAGCO LTD. — Interim / Quarterly Report 2026
Jan 28, 2026
67122_rns_2026-01-28_35cf2453-bb1d-4ae8-ba15-3d5244056cb7.pdf
Interim / Quarterly Report
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AUTAGCO LTD. (Incorporated in the Republic of Singapore) (Company Registration No.: 200311348E)
CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED 31 OCTOBER 2025
This announcement has been reviewed by the Company’s sponsor, SAC Capital Private Limited (the “ Sponsor ”).
This announcement 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 announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement.
The contact person for the Sponsor is Ms Lim Qi Fang (Telephone no.: (65) 6232 3210) at 1 Robinson Road, #21-01 AIA Tower, Singapore 048542.
In view of that the Company’s independent auditors, Grant Thornton Audit LLP has included a Material Uncertainty Related to Going Concern section on the audited financial statements of the Group for the financial year ended 31 July 2025, the Company is required by the SGX-ST to announce its quarterly financial statements pursuant to Rule 705 of the Catalist Rules.
Page 1 of 21
AUTAGCO LTD. (Incorporated in the Republic of Singapore) (Company Registration No.: 200311348E)
| UTAGCO LTD. ncorporated in the Republic of Singapore) Company Registration No.: 200311348E) |
|
|---|---|
| Table of Contents | Page |
| ACondensed interim consolidated statement of profit or loss and other comprehensive income | 3 |
| BCondensed interim statements of financial position | 4 |
| CCondensed interim statements of changes in equity | 5 |
| DCondensed interim consolidated statement of cash flows | 7 |
| ENotes to the condensed interim consolidated financial statements | 8 |
| FOther information required by Catalist Rules Appendix 7C | 16 |
Page 2 of 21
AUTAGCO LTD. (Incorporated in the Republic of Singapore) (Company Registration No.: 200311348E)
A. Condensed interim consolidated statement of profit or loss and other comprehensive income
mprehensive income |
||
|---|---|---|
| Revenue Other operating income Reversal of expected credit loss allowance, net Expenses - Inventories and consumables used - Depreciation - Amortisation of intangible asset - Employee benefits - Finance cost - Advertising, media and entertainment - Lease expenses - Transportation - Legal and professional fees - Other operating expenses Total expenses Loss before income tax - Income tax expense Net loss for the period Loss for the financial period attributable to: Owners of the Company Non-controlling interest Other comprehensive loss: Exchange differences on translating foreign operations Total comprehensive loss for the financial period Total comprehensive loss for the financial period attributable to: Owners of the Company Non-controlling interest Loss per share attributable to owners of the Company (cents) – basic and diluted |
Group | |
| Note | Three months ended 31-Oct-25 31-Oct-24 Inc/ ("1Q FY26") ("1Q FY25") (Dec) (Unaudited) (Unaudited) S$'000 S$'000 % |
|
| 4 6 9 |
252 311 (19%) 8 15 (47%) - 9 N.M. (37) (133) (72%) (93) - N.M. (3) - N.M. (278) (343) (19%) (38) (8) >100% (2) (1) 100% (3) (14) (79%) (1) (1) - (130) (75) 73% (112) (51) >100% (697) (626) 11% (437) (291) 50% - - - (437) (291) 50% (414) (276) 50% (23) (15) 53% (437) (291) 50% (10) (17) >100% (447) (308) 54% (424) (293) 54% (23) (15) 53% (447) (308) 54% (0.02) (0.01) 100% |
N.M. - not meaningful
Page 3 of 21
AUTAGCO LTD. (Incorporated in the Republic of Singapore) (Company Registration No.: 200311348E)
B. Condensed interim statements of financial position
| Note ASSETS Non-current assets Property, plant and equipment 11 Goodwill 12 Other receivables Intangible asset 13 Investments in subsidiaries Convertible loans receivable 14 Total non-current assets Current assets Inventories Trade and other receivables Cash and cash equivalents Total current assets Total assets EQUITY AND LIABILITIES Equity Share capital 15 Foreign currency translation reserve Accumulated losses Equity attributable to owners of the Company Non-controlling interest Net capital deficiencies Non-current liabilities Trade and other payables Lease liabilities Loans and borrowings 16 Provisions Total non-current liabilities Current liabilities Trade and other payables Lease liabilities Loans and borrowings 16 Provisions Total current liabilities Total liabilities Total equity and liabilities |
The Group The Company |
|---|---|
| 31-Oct-25 31-Jul-25 31-Oct-25 31-Jul-25 (Unaudited) (Audited) (Unaudited) (Audited) $’000 $’000 $’000 $’000 991 1,084 1 1 - - - - 77 77 - - 14 17 - - - - 1 1 - - - - |
|
| 1,082 1,178 2 2 |
|
| - 6 - - 233 155 219 82 30 66 - 6 |
|
| 263 227 219 88 |
|
| 1,345 1,405 221 90 |
|
| 71,210 71,210 71,210 71,210 (33) (23) - - (73,540) (73,126) (73,592) (73,230) |
|
| (2,363) (1,939) (2,382) (2,020) (706) (683) - - |
|
| (3,069) (2,622) (2,382) (2,020) |
|
| 533 450 531 450 657 657 - - 700 700 500 500 47 47 - - |
|
| 1,937 1,854 1,031 950 |
|
| 2,119 1,727 1,547 1,150 318 404 - - 27 12 25 10 13 30 - - |
|
| 2,477 2,173 1,572 1,160 |
|
| 4,414 4,027 2,603 2,110 |
|
| 1,345 1,405 221 90 |
-
- amount less than S$1,000
Page 4 of 21
AUTAGCO LTD. (Incorporated in the Republic of Singapore) (Company Registration No.: 200311348E)
C. Condensed interim statements of changes in equity
(i) Group
| Balance at 1 August 2025 Loss for the financial period Exchange differences on translating foreign operations Balance at 31 October 2025 Balance at 1 August 2024 Loss for the financial period Exchange differences on translating foreign operations Balance at 31 October 2024 |
Share Capital Foreign Currency Translation Reserve Accumulated Losses Non- controlling Interest Total S$'000 S$'000 S$'000 S$'000 S$'000 |
|---|---|
| 71,210 (23) (73,126) (683) (2,622) - - (414) (23) (437) - (10) - - (10) |
|
| 71,210 (33) (73,540) (706) (3,069) |
|
| 70,710 (6) (71,841) (608) (1,745) - - (276) (15) (291) - (17) - - (17) |
|
| 70,710 (23) (72,117) (623) (2,053) |
Page 5 of 21
AUTAGCO LTD. (Incorporated in the Republic of Singapore) (Company Registration No.: 200311348E)
C. Condensed interim statements of changes in equity (cont’d)
(ii) Company
| ii) Company |
||
|---|---|---|
| Balance at 1 August 2025 Loss for the financial period Balance at 31 October 2025 Balance at 1 August 2024 Loss for the financial period Balance at 31 October 2024 |
Share Capital Accumulated Losses Total S$'000 S$'000 S$'000 |
|
| 71,210 (73,230) (2,020) - (362) (362) 71,210 (73,592) (2,382) 70,710 (71,610) (900) - (207) (207) |
||
| 70,710 (71,817) (1,107) |
Page 6 of 21
AUTAGCO LTD. (Incorporated in the Republic of Singapore) (Company Registration No.: 200311348E)
D. Condensed interim consolidated statement of cash flows
| Cash flows from operating activities Loss before income tax Adjustments for: Reversal of expected credit loss allowance Depreciation of property, plant and equipment Amortisation of intangible asset Gain on disposal of property, plant and equipment Reversal of impairment of property, plant and equipment Interest expense Operating cash flows before changes in working capital Changes in working capital Inventories Trade and other receivables Provisions Trade and other payables Cash flows used in operations Income tax paid Net cash flows used in operating activities Cash flows from investing activities Proceeds from disposal of property, plant and equipment Currency translation difference Net cash flows used in investing activities Cash flows from financing activities Proceeds from loan from shareholder Repayment of lease liabilities Repayment of interest Net cash flows (used in) / generated from financing activities Net change in cash and cash equivalents Cash and cash equivalents at beginning of the financial period Cash and cash equivalents at end of the financial period |
1Q FY26 1Q FY25 (Unaudited) (Unaudited) S$'000 S$'000 |
|---|---|
| (437) (291) - (9) 93 - 3 - (6) - - (6) 38 8 |
|
| (309) (298) |
|
| 6 4 (78) 10 (17) - 386 199 |
|
| (12) (85) - - |
|
| (12) (85) |
|
| 6 7 (10) (15) |
|
| (4) (8) |
|
| 82 104 (96) (68) (6) - |
|
| (20) 36 |
|
| (36) (57) 66 225 |
|
| 30 168 |
Page 7 of 21
E. Notes to the condensed interim consolidated financial statements
1. Corporate 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 ”). The registered office of the Company is located at 36 Robinson Road, #20-01 City House, Singapore 068877. These condensed interim consolidated financial statements as at and for the three months and full year ended 31 October 2025 comprise the Company and its subsidiaries (collectively, the “ Group ”).
The principal activity of the Company is that of investment holding and management consultancy to its subsidiaries. The principal activities of the respective subsidiaries are those of the food and beverage and assisted living business in Singapore.
2. Basis of preparation
The condensed interim financial statements for the three-month ended 31 October 2025 have been prepared in accordance with SFRS(I) 1-34 Interim Financial Reporting issued by the Accounting Standards Council Singapore. The condensed interim financial statements do not include all the information required for a complete set of financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the financial position and performance of the Group since the last audited announcement for the full year ended 31 July 2025. The accounting policies adopted are consistent with those of the previous financial year which were prepared in accordance with Singapore Financial Reporting Standards (International) (“ SFRS(I)s ”), except for the adoption of new and amended standards as set out in Note 2.1. The condensed interim financial statements are presented in Singapore dollar which is the Company’s functional currency.
As of 31 October 2025, the Group and Company were in a capital deficiency position of S$3.07 million and S$2.38 million respectively, and in a net current liability position of S$2.21 million and S$1.35 million respectively. The Group reported a net loss and total comprehensive loss of S$0.44 million and S$0.47 million respectively, along with net operating cash outflow of S$0.01 million for 1Q FY26. These factors indicate the existence of material uncertainty which may cast significant doubt on the Group’s and Company’s ability to continue as a going concern.
The Board is of the view that it is appropriate for the financial statements of the Group and the Company to be prepared and presented on a going concern basis and that the Group and Company will be able to generate sufficient cash flows to meet the operating requirements of the Group’s operations and to settle its liabilities as and when they fall due for the next 12 months, having regard to, among others, the following:
-
(i) Positive cash flow generation based on the cash flow forecast prepared by management that covers a period of 18 months from 31 July 2025, including the financing 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 financial support to the Group to enable it to meet its financial obligations as and when they fall due so that the Group and Company will continue as a going concern in the foreseeable future;
-
(iii) Letter of undertaking has been obtained from Aurico (“ Aurico Undertaking ”), to not demand repayment of the amount owing by the Group to Aurico for the next 12 months from the date of approval of the Group’s financial statements for the financial year ended 31 July 2025 (e.g. 12 January 2026) and to provide continuing financial support to the Group to enable it to meet its financial obligations as and when they fall due so that the Group and Company will continue as a going concern in the foreseeable future;
Page 8 of 21
-
(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 October 2025, S$1,218,500 remains available for drawdown by the Company. 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.
2.1. New and amended standards adopted by the Group
A number of amendments to SFRS(I)s have become applicable for the current reporting period. The Group did not have to change its accounting policies or make retrospective adjustments as a result of adopting those standards.
2.2. Use of judgements and estimates
In preparing the condensed interim financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the financial year ended 31 July 2025.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next interim period are as follows:
-
Impairment assessment of investments in subsidiaries and amount due from subsidiaries
-
Impairment assessment of goodwill
-
Measurement of ECL of trade and other receivables
-
Impairment of property, plant and equipment
-
Purchase price allocation
3. Seasonal operations
The Group’s businesses are not affected significantly by seasonal or cyclical factors during the financial period.
4. Segment and revenue information
With the diversification into the assisted living business in financial year ended 31 July 2025, the Group’s operations are substantially in operating of food and beverages business and assisted living business. The Group’s operations are substantially in assisted living business. Its food and beverages ceased when Superfood Kitchen Pte. Ltd. (“ SFK ”) and The Green Bar Pte. Ltd. (“ TGB ”) were place under creditors’ voluntary liquidation (“ CVL ”). Please refer to the announcements dated 31 August 2025 and 26 September 2025 for more details. The corporate finance advisory business in Australia remained inactive.
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 different marketing approaches and other resources.
Page 9 of 21
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 profit or loss which in certain respects, as explained in the table below, is measured differently from operating profit or loss in the consolidated financial statements.
Operating segments
| Revenue External customers Total revenue Segment operating loss Other income and gains Other expenses not allocated Consolidated loss Reportable segment assets Other segment assets Reportable segment liabilities Other segment liabilities Loans and borrowings |
Food & Beverages Assisted Living S$’000 S$’000 S$’000 S$’000 1Q-FY26 1Q-FY25 1Q-FY26 1Q-FY25 95 311 157 - |
Total S$’000 S$’000 1Q-FY26 1Q-FY25 252 311 |
|---|---|---|
| 95 311 157 - |
252 311 |
|
| (71) (69) (67) (3) 23 132 1,112 1 312 715 1,444 1 |
(138) (71) 8 14 (307) (234) |
|
| (437) (291) |
||
1,135 133 210 228 |
||
| 1,345 361 |
||
1,756 716 2,158 1,698 500 - |
||
| 4,414 2,414 |
5. Financial assets and financial liabilities
Set out of below is an overview of the financial assets and financial liabilities of the Group as at 31 October 2025 and 31 July 2025:
| 31-Oct-25 S$'000 |
Group 31-Jul-25 31-Oct-25 S$'000 S$'000 |
Group 31-Jul-25 31-Oct-25 S$'000 S$'000 |
Company 31-Jul-25 S$'000 |
|
|---|---|---|---|---|
| 310 (118) |
232 219 82 (52) (45) (40) |
|||
| 192 30 |
180 174 42 66 - 6 |
Page 10 of 21
| Financial liabilities at amortised cost Trade and other payables Loans and borrowings Lease liabilities Total |
2,652 2,177 2,078 1,600 727 712 525 510 975 1,061 - - |
|---|---|
| 4,354 3,950 2,603 2,1100 |
6. Loss before income tax
Significant items
| Depreciation of property, plant and equipment Interest expense |
1Q FY26 1Q FY25 S$’000 S$’000 93 - 38 8 |
|---|---|
7. Related party transactions
In addition to the information disclosed elsewhere in the financial statements, the following transactions took place between the Group and related parties at terms agreed between the parties:
| A controlling shareholder of the Company Expenses paid on behalf Loan drawdown during the period Interest expenses Amount due to a related company |
1Q FY26 1Q FY25 S$'000 S$'000 48 - 82 104 5 4 |
|
|---|---|---|
| 140 - |
The amount due to a related company, JC Global Developments Pte. Ltd. (“ JC Global ”), arose from a cashier’s order issued on behalf of the Company to the Singapore Land Authority for tender of a project in August 2025. As the tender was unsuccessful, the cashier’s order was returned to JC Global subsequent to the reporting period, in December 2025.
8. Dividends
No dividend has been declared for 1Q FY26 and 1Q FY25.
Please refer to Notes 5 and 6 in Section F - Other information required by Catalist Rules Appendix 7C for further details.
9. Loss per share (“LPS”)
| Loss per share (“LPS”) | ||
|---|---|---|
| Loss attributable to the owners of the Company Weighted average number of ordinary share ('000) Based on the weighted average number of ordinary shares - Basic & Diluted (cents) |
1Q FY26 1Q FY25 S$'000 S$'000 (414) (276) 2,607,007 2,440,340 |
|
| (0.02) (0.01) |
Page 11 of 21
Diluted LPS is the same as basic LPS for the financial period under review as there were no potential dilutive ordinary shares.
10. Net asset value
| Number of ordinary shares (‘000) Net assets value (attributable to the owners of the Company) per ordinary share based on existing issued share capital (excluding treasury shares) as at the end of the period reported on (cents) |
Group | |
|---|---|---|
| 31-Oct-25 2,607,007 (0.09) |
11. Property, plant and equipment
During the financial year period 31 October 2025, the Group disposed or written off property, plant and equipment (“ PPE ”) with a net book value of S$455,000 (1Q FY25: S$6,000). As these PPE had been fully impaired in prior period, there is a reversal of impairment of these PPE amounting to S$455,000 in 1Q FY26 (1Q FY25: S$6,000). Accordingly, there was no impact on the profit and loss statement for 1Q FY26.
Property, plant and equipment including right-of-use assets are reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.
Impairment loss is recognised for the amount by which the carrying amount of the asset exceed its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest level for which there is separately identifiable cash flow (its cash generating unit or “ CGU ”). The recoverable amount of property, plant and equipment and right-of-use assets are determined based on value-inuse. The value-in-use calculation requires management to estimate future cash flows expected to arise from the assets or CGUs and a suitable discount rate in order to calculate the present value of those cash flows.
12. Goodwill
| oodwill | ||||
|---|---|---|---|---|
| Cost: At end of financial period/year Accumulated impairment: At 1 August Impairment made At end of financial period/year Carrying amount: At end of financial period/year |
31-Oct-25 S$’000 1,295 |
Group 31-Jul-25 S$’000 1,295 1,276 19 1,295 - |
||
| 1,295 - |
1,276 19 |
|||
| 1,295 | 1,295 | |||
| - | - |
Page 12 of 21
For the year ended 31 July 2025, based on the fair value less costs of disposal estimated using the adjusted net assets of SFK, there is an impairment of S$19,000 to goodwill as SFK was placed under CVL on 31 August 2025.
13. Intangible asset
| tangible asset | ||||
|---|---|---|---|---|
| Cost: At 1 August Arising from asset acquisition At end of financial period/year Accumulated amortisation: At 1 August Amortisation At end of financial period/year Carrying amount: At end of financial period/year |
31-Oct-25 | Group 31-Jul-25 S$’000 - 24 24 - 7 - 17 |
||
| S$’000 | ||||
| 25 | 24 | |||
| 8 3 |
- 7 |
|||
| 11 | - | |||
| 14 | 17 |
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 diversification 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. (“ Communa Gold ”) 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$50,000 has been accounted for as an asset acquisition instead of business combination under SFRS(I) 3 based on the following considerations:
-
By applying the optional test as per SFRS(I) 3 Para B7A and B7B it revealed that the fair value of the gross assets acquired is concentrated in a single identifiable asset – existing customers contracts. Thus, the concentration test is met and the acquisition should be considered as an asset acquisition instead of a business combination.
-
There is no substantive process acquired in the Sales and Purchase Agreement. As this is an asset acquisition and not business combination, no purchase price allocation is required.
14. Convertible loans receivable
| onvertible loans receivable | |||
|---|---|---|---|
| At fair value through profit or loss Convertible loans receivable |
Company 31-Oct-25 31-Jul-25 S$’000 S$’000 - - |
||
On 18 April 2022, the Company entered into an agreement with its subsidiary, SFK by way of grant of a convertible loan of amount up to $650,000 and with maturity date on five (5) years from the drawdown date. The subsidiary bears a fixed 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
Page 13 of 21
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 fixed 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.
The Company has classified the convertible loan receivable as financial assets at fair value through profit 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 cashflows for 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 profit or loss and other comprehensive income in financial year ended 31 July 2024 which resulted in a $Nil carrying value.
There have been no significant improvements in SFK’s financial performance or forecast during the year, accordingly no adjustment to the fair value of the convertible loan receivable has been made for the financial year ended 31 July 2025 and 1Q FY26.
15. Share capital
| Issued and paid-up share capital as at 31 July 2025 and 31 October 2025 |
Group and Company No. of shares Amount ’000 S$’000 2,607,007 71,210 |
|---|---|
There were no changes in the Company’s issued share capital since the end of the previous financial period reported on, being 31 July 2025.
There were no treasury shares and subsidiary holdings as at 31 October 2025 and 31 October 2024.
Save as disclosed under Note E16 in relation to the outstanding convertible loans with Lenn International Pte. Ltd. as at 31 October 2025, there were no other outstanding convertibles as at 31 October 2025 and 31 October 2024.
There was no sale, transfer, cancellation and/or use of treasury shares or subsidiary holdings during the current financial period reported on.
16. Loans and borrowings
| Loans and borrowings | ||
|---|---|---|
| Non-current liabilities Convertible loans Loans from third-party investors Current liabilities Interest payable on convertible loans Interest payable on loans from third-party investors |
Group 31-Oct-25 31-Jul-25 $’000 $’000 500 500 200 200 |
|
| 700 700 25 10 2 2 |
||
| 27 12 |
||
| 727 712 |
Page 14 of 21
Amount repayable in one year or less, or on demand - - Amount repayable after one year 500 500
Loans from third-party investors
On 27 May 2025, the Company’s wholly owned subsidiary, Communa Gold entered into separate loan agreements (“ Loan Agreements ”) with five 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.
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$0.003 per Conversion Share (the “ Conversion Price ”) into a maximum of 166,666,666 new ordinary shares in the issued and paid-up capital of the Company (“ Shares ”) (the “ Conversion Shares ”), fractional shares to be disregarded.
On 8 December 2025, the Company entered into a separate supplemental letter with the Investor to mutually agree to extend the maturity date of the Convertible Loan Agreement from 2 December 2026 to 2 June 2027.
17. Subsequent events
The Company decided to dissolve Superfood Kitchen Pte. Ltd. (“ SFK ”) and The Green Bar Pte. Ltd. (“ TGB ”) by way of creditors’ voluntary liquidation (“ CVL ”) on 31 August 2025 and 26 September 2025 respectively. Please refer to the Company’s announcement dated 31 August 2025 and 26 September for further information.
Subsequently, with effect from 19 December 2025, the powers of TGB’s director(s) have ceased and are now vested in the appointed liquidator. As the Group has effectively lost control of TGB with effect from 19 December 2025, TGB has ceased to be an indirect 70%-subsidiary of the Group and will be deconsolidated from the Group’s financial statements from 19 December 2025.
Page 15 of 21
F. Other information required by Catalist Rules Appendix 7C
1. Review
The condensed consolidated statement of financial position of Autagco Ltd. and its subsidiaries as at 31 October 2025 and the related condensed consolidated statement of profit or loss and other comprehensive income, condensed consolidated statements of changes in equity and condensed consolidated statement of cash flows for the three months then ended and certain explanatory notes have not been audited or reviewed. There is no auditors’ report issued (including any modifications or emphasis of matter).
2. Review of performance of the Group
Review of Income Statement
Revenue
| Food and beverage (“F&B”) revenue - Singapore Assisted living revenue - Singapore |
Group 1Q FY26 Contribution 1Q FY25 Contribution Increase / (Decrease) S$’000 % S$’000 % % 157 62% 311 100% (50%) 95 38% - - N.M. |
|---|---|
| 252 100% 311 100% (19%) |
N.M. - not meaningful
The Group recorded approximately S$0.16 million revenue from F&B for 1Q FY26, a decrease of S$0.15 million compared to 1Q FY25.The decrease in F&B revenue was mainly due to the closures of Superfood Kitchen Pte. Ltd. (“ SFK ”) outlets located at Jurong Point and Raffles City in July 2025 and August 2025, respectively, as well as The Green Bar Pte. Ltd. (“ TGB ”) outlet located at Alexandra Retail Centre in September 2025. Subsequently, both SFK and TGB were placed under creditors’ voluntary liquidation.
The assisted living revenue contributed 38% of the Group’s total revenue, following the completion of the acquisition of the assisted living business in December 2024, as explained in Note E13 above.
Other operating income
Other operating income decreased by S$7,000 mainly due to the decrease in government grants.
Costs & expenses
Inventories, consumables and commissions decreased by S$0.10 million to S$0.04 million in 1Q FY26 due to the closures of SFK and TGB outlets.
Depreciation increased by S$0.09 million in 1Q FY26 due to the depreciation of the property, plant and equipment (“ PPE ”) of the assisted living business. As PPE of the F&B business was substantially impaired as at the financial year ended 31 July 2024, no depreciation on the F&B PPE was recognised in both periods under review.
Amortisation for 1Q FY26 arose from the amortisation on the intangible asset recognised upon the acquisition of the assisted living business from Crescendo in December 2024.
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Employee benefits decreased by S$0.07 million to S$0.28 million in 1Q FY26 mainly due to the closures of the SFK and TGB outlets of S$0.09 million. This decrease was offset by an increase in employee benefits of S$0.02 million for the assisted living business.
Finance cost increased by S$0.03 million to S$0.04 million in 1Q FY26 due to loans from lenders to Communa Gold and Convertible Loan as well as interest on leases acquired from Crescendo.
Lease expenses decreased by S$11,000 to S$3,000 in 1Q FY26 mainly due to the closures of the SFK and TGB outlets.
Legal and professional fees increased by S$0.06 million to S$0.13 million in 1Q FY26 mainly due to the professional fees incurred for the preparation of the sustainability report, proposals and tender documents to Singapore Land Authority for assisted living projects.
Other operating expenses increased by S$0.06 million to S$0.11 million in 1Q FY26 mainly due to S$0.07 million incurred for the assisted living business and miscellaneous expenses of S$0.01 million. These increases were offset by a S$0.02 million decrease in other operating expenses from the closures of the SFK and TGB outlets.
As a result of the factors mentioned above, the Group recorded an increase in total expenses of S$0.07 million to S$0.70 million in 1Q FY26.
Loss before income tax
Overall, the Group recorded a loss of S$0.44 million in 1Q FY26 as compared to the loss of S$0.29 million for 1Q FY25 for the reasons stated above.
Review of Statement of Financial Position
Non-current assets
Non-current assets decreased by S$0.10 million to S$1.08 million as at 31 October 2025, from S$1.18 million as at 31 July 2025. The increase is mainly attributed to depreciation of S$0.09 million for the PPE of the assisted living business and amortisation of intangible asset of S$3,000.
Current assets
The Group’s current assets increased by S$0.04 million to S$0.26 million as at 31 October 2025, from S$0.23 million as at 31 July 2025.
The decrease in inventories of S$6,000 was due to the closures of the SFK and TGB outlets.
The increase in trade and other receivables of S$0.08 million was mainly due to a deposit of S$0.14 million to Singapore Land Authority (“ SLA ”) for a project tender, offset by the utilisation of deposits of S$0.06 million for lease repayment and reinstatement of premises following the closures of the SFK and TGB outlets.
The decrease in cash and cash equivalent of S$0.03 million is due to the reasons as set out in the “Review of Statement of Cash Flows” section below.
Equity attributable to owners of the Company
The Group was in a net deficit position of S$2.36 million and S$1.94 million as at 31 October 2025 and 31 July 2025 respectively. The increase in the deficit was mainly due to (i) the net loss attributable to owners of the Company of S$0.41 million recorded in 1Q FY26 and (ii) a decrease in foreign currency translation reserve of S$0.01 million.
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Non-current liabilities
The Group’s non-current liabilities increased by S$0.08 million to S$1.94 million as at 31 October 2025, from S$1.85 million as at 31 July 2025. This was mainly due to the increase in trade and other payables for the drawdown of loans from a corporate shareholder.
Current liabilities
The Group’s current liabilities increased by S$0.31 million to S$2.48 million as at 31 October 2026, from S$2.17 million as at 31 July 2025. This was mainly due to increase in trade and other payables and loans and borrowings of S$0.39 million and S$0.02 million respectively, being offset by the decrease in lease liabilities and provisions of S$0.09 million and S$0.02 million respectively.
The increase in trade and other payables of S$0.25 million from S$1.73 million to S$1.98 million was due to:
-
(i) an increase of S$0.13 million in remuneration payable mainly due to undertaking obtained from a director and executive to not demand payment of their salaries to support the Group’s going concern, as mentioned in Note E2;
-
(ii) an increase of S$0.13 million in professional fees;
-
(iii) an increase of S$0.01 million due to deposits received from new clients;
-
(iv) an increase in amount due to the Chief Executive Officer of S$0.05 million for expenses paid on behalf of the Group;
-
(v) an increase of S$0.14 million in loan due to a related company for deposit paid on behalf to SLA for a project tender;
-
(vi) a decrease of S$0.03 million due to the closures of SFK and TGB; and
-
(vii) a decrease of S$0.04 million in accrued directors’ fees due to payment.
The decrease in lease liabilities of S$0.09 million from S$0.40 million to S$0.32 million was due to repayments in 1Q FY26 and closures of SFK and TGB.
The increase in loans and borrowings of S$0.02 million from S$0.01 million to S$0.03 million was due to accrued interest for the convertible loan for 1Q FY26.
The decrease in provisions of S$0.02 million from S$0.03 million to S$0.01 million was due to the utilisation of deposits to pay for the reinstatement of premises for the SFK outlet at Raffles City.
Review of Statement of Cash Flows
The Group's net cash flows used in operating activities in 1Q FY26 was S$0.01 million, mainly due to net operating cash outflow before changes in working capital of S$0.31 million and changes in working capital of S$0.30 million.
The net cash flows used in investing activities in 1Q FY26 was S$4,000, mainly due proceeds from the sale of PPE of S$6,000, being offset by the currency translation difference of S$0.01 million due mainly to the strengthening of Thai Baht and Malaysian Ringgit against the SGD.
The net cash flows used in financing activities in 1Q FY26 was S$0.02 million, mainly due to the repayment of lease liabilities and interest of S$0.10 million and S$6,000 respectively. These were offset by the drawdown of loan from a corporate shareholder of S$0.08 million.
As a result, cash and cash equivalents stood at S$0.03 million as at 31 October 2025.
3. Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results
No forecast or prospect statement has been previously disclosed to shareholders.
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4. A commentary at the date of the announcement of the significant trends and competitive conditions of the industry in which the Group operates and any known factors or events that may affect the Group in the next operating period and the next 12 months
Assisted living business
The assisted living business in Singapore is expected to continue its steady growth as the country transitions into a super-ageing society, with more than 21% of the population projected to be aged 65 or above in 2026[1] . In response to this demographic shift, the government has introduced a range of new initiatives to support seniors, including community care apartments, home support programmes and other measures aimed at facilitating ageing-in-place and community-based care.
In parallel, the adoption of artificial intelligence (“ AI ”) in senior care is gaining momentum globally. The AI in healthcare market size is projected to grow at a compound annual growth rate of 36.8% from 2025 to 2034, reaching approximately USD 613.8 billion by 2034[2] . This presents significant opportunities for assisted living operators to leverage AI for smarter monitoring, predictive health management, cognitive therapy and enhanced operational efficiency that will enable more personalised elderly care plans.
Leveraging on the demographic shift, supportive government initiatives and technological advancements, the Company’s wholly-owned subsidiary, Communa Gold, is well positioned to capture growth opportunities in Singapore’s assisted living sector. To strengthen its service offerings, Communa Gold announced the proposed strategic collaborations with r+ Pte. Ltd. (“ r+ ”), a reputable cross-border real estate developer, and AJJ Medtech Holdings Limited (“ AJJ ”), an integrated medtech solutions provider, in October and November 2025 respectively. Subject to the entry of definitive arrangements, these partnerships are expected to bring together complementary expertise in healthcare technology, senior care solutions and operational support, enabling the Company to deliver more integrated and high-quality assisted living services.
As part of these initiatives, the Company plans to integrate AI and humanoid robotics into its facilities to enhance the assisted living experience. Under the proposed joint venture with r+, the Company is seeking to grow regionally, with the rollout of r+ World Access Series 1 – involcing the joint operation and management of up to 15 hospitality projects across 5 countries, namely Singapore, Malaysia, Thailand, Vietnam, Japan. In addition, the Company plans to expand its local presence through participation in the Singapore Land Authority tenders to acquire and manage properties suitable for conversion into assisted living facilities. The Company will provide further updates when there are material developments in relation to these initiatives.
F&B business
The Company has resolved to dissolve SFK and TGB by way of creditors’ voluntary liquidation on 31 August 2025 and 26 September 2025 respectively. Following the shareholders’ and creditors’ meeting convened in respect of TGB on 19 December 2025, the powers of TGB’s director(s) have ceased and are now vested in the appointed liquidator. As the Group has effectively lost control of TGB with effect from 19 December 2025, TGB ceased to be an indirect 70%-subsidiary of the Group and is deconsolidated from the Group’s financial statements from 19 December 2025.
The Company will continue to provide monthly updates as well as further announcements as and when there are material developments relating to the liquidation pursuant to Catalist Rule 704(22). With this, the Company has fully shifted its focus and resources to its assisted living business.
Advisory business
AFA has remained inactive, with plans to deregister it in the near future. Further updates will be provided as and when appropriate.
1 Straits Times, 2026 Outlook: What's next for healthcare - and the top stories of 2025
2 Precedence Research, Artificial Intelligence in Healthcare Market Size, Share and Trends 2025 to 2034
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5. Dividend
- (a) Current Financial Period Reported On
Any dividend declared for the current financial period reported on?
None.
- (b) Corresponding Period of the Immediately Preceding Financial Year Any dividend declared for the corresponding period of the immediately preceding financial year?
None.
(c) Date payable
Not applicable.
(d) Record date
Not applicable.
6. If no dividend has been declared (recommended), a statement to that effect and the reason(s) for the decision
No dividend has been declared/recommended for the period under review in view of the negative earnings.
7. Interested person transactions (“IPT”)
The Group has not obtained any IPT mandate from the shareholders.
Information on the IPTs entered into between the Group and the Interested Persons for the 1Q FY26 are set out below:
| Name of interested person |
Nature of | Aggregate value of all | Aggregate value of all interested person transactions conducted under shareholders’ mandate pursuant to Rule 920 (excluding transactions less than S$100,000) |
|---|---|---|---|
| relationship | interested person |
||
| transactions during the | |||
financial year under review |
|||
(excluding transactions |
|||
less than S$100,000 and |
|||
| transactions conducted under | |||
| shareholders’ mandate | |||
| pursuant to Rule 920) | |||
| Aurico Global Holdings Pte. Ltd. (“Aurico”) |
Controlling Shareholder |
-(1) | - |
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.
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As at 31 October 2025, the outstanding principal amounts under the First and Second Loan Agreements are S$160,000 and S$531,500 respectively. The Company has yet to commence any drawdown under the Third Loan Agreement. The total interest accrued for 1Q FY25 amounts to approximately S$6,000 which is less than S$100,000.
Subsequently, pursuant to the Aurico Undertaking, 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 effect.
8. Confirmation pursuant to Rule 720(1) of the Catalist Rules
The Company has received undertaking from all its Directors and Executive Officers in the format as set out in Appendix 7H under Rule 720(1) of the Catalist Rules.
9. Disclosure pursuant to Rule 706A of the Catalist Rules
On 31 August 2025, the Company announced the closure of its last SFK Raffles City outlet operated via the 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 efforts 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 effect from 30 September 2025. With effect 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 effectively lost control of TGB with effect from 19 December 2025, TGB has ceased to be an indirect 70%subsidiary of the Group and will be deconsolidated from the Group’s financial statements from 19 December 2025.
The Company’s wholly-owned dormant subsidiary, LifeBrandz (Thailand) Co., Ltd (incorporated in Thailand), has been declared defunct by the Department of Business Development in Thailand with effect from 11 November 2025.
Save as disclosed above, there were no acquisition or realisation of shares thereby resulting (i) in a change in the shareholding percentage in any of the subsidiary or associated company of the Group or (ii) an entity becoming or ceasing to be (as the case may be) a subsidiary or associated company of the Group during 1Q FY26. Neither was there any incorporation or striking off of subsidiary or associated company by the Group during 1Q FY26.
10. Statement pursuant to Rule 705(5) of the Catalist Rules
The Directors confirm that, to the best of their knowledge, nothing has come to the attention of the Board of Directors which may render the above unaudited financial results for the 1Q FY26 to be false or misleading in any material aspect.
By Order of the Board
Ng Boon Hui Executive Chairman and Chief Executive Officer 28 January 2026
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