Closing one chapter.
Building the next.

Dear Fellow Shareholders,

Financial period ended 31 March 2026 (“FP2026”) was the year Octopus (APAC) Holdings Limited (the “Company”) drew a line under its past. It was not a comfortable year financially. The Group remained loss-making, and this report will not pretend otherwise. But it was a year of decisive, irreversible action: the disposal of a legacy F&B business that had weighed on our results for years, the consolidation of a fast-growing alcohol distribution platform, and the forging of strategic partnerships that have materially expanded our growth potential.

My fellow board directors and I believe these actions have fundamentally repositioned the Group’s business.

Closing the chapter on legacy operations

For much of our history as GS Holdings Limited, the Group operated food courts, coffee shops and eating houses under brands including Hao Kou Wei, Sing Swee Kee and Raffles Coffee.

These businesses were deeply localised, labour-intensive and structurally difficult in a market where manpower costs are high, margins are thin, and consumer footfall is uneven. Despite our best efforts, this segment was a persistent drag on our resources and bottom line.

In February 2026, we entered into a conditional sale of Hawkerway Pte Ltd — the holding company for these F&B outlets operating subsidiaries — and shareholders gave their overwhelming approval at our March 2026 EGM. The disposal was completed in March.

With that, we exited the food court and eating house business entirely, freeing capital, management bandwidth and the balance sheet from a business model that was no longer aligned with where we were heading. I wish to record the Board’s appreciation to the teams who built and operated those businesses over the years.

A platform built for growth

Our strategic pivot is anchored in Octopus Distribution Networks Pte Ltd (“ODN”), the Singapore-based integrated beverage solutions group we acquired in May 2025.

Founded in 2011, ODN has well over a decade of operating history, a portfolio spanning more than 1,500 SKUs across approximately 200 beverage brands from some 50 global brand owners, and deep-rooted relationships across retail, on-trade, and wholesale channels in Singapore.

ODN is a mature, networked business with real commercial infrastructure — and FP2026 was the year we began unlocking its potential as part of a listed platform.

In September 2025, ODN acquired exclusive Singapore distribution rights to several international beer brands. In January 2026, it secured a two-year exclusive for selected high-volume products from a leading Asian beer label in the off-trade channel.

Then, in the closing weeks of the financial period ended 31 March, we completed the acquisition of Dyspatchr Pte Ltd, a specialist in premium beers, wines and spirits with exclusive Singapore rights to several award-winning American and Australian brands. Having Dyspatchr in our portfolio strengthens our position in the modern on-trade channel.

Most significantly, in April 2026 — shortly after the close of FP2026 — we announced that Grupo Osborne, a Spanish alcohol and food producer with a heritage stretching back to 1772 and a presence in more than 70 countries, had appointed us as its principal distributor in Singapore under a five-year mandate.

Osborne’s portfolio includes Carlos I brandy, Nordés gin, Bodegas Montecillo wines and many other established brands, which it believes will be even better received in Singapore and the rest of Asia with the right commercial partner behind them.

It is for this reason that Osborne made a S$5 million strategic equity investment (representing a 6.40% equity stake) in the Company. That a global brand owner of Osborne’s stature chose to invest in us, rather than merely appoint us, is validation of the platform we are building.

Strengthening our leadership

A turnaround requires not only the right strategy but the right leadership to execute it. In June 2026, Dato Elaine Teh Chooi Peng was named Group Managing Director and Executive Director.

Elaine is the founder of ODN. She brings more than two decades of entrepreneurial and commercial experience, having built ODN from inception into one of Singapore’s most respected integrated beverage solutions groups. In recognition of its growth, ODN was accorded the Enterprise 50 award in 2019. This award recognises the most enterprising privately-held companies that contribute to Singapore’s economic development.

Beyond Singapore, Elaine holds multiple executive-level roles across the region, giving the Group direct access to networks and opportunities that a conventional hire simply could not replicate. Through Elanc Investment Pte. Ltd., in which she holds a deemed interest and which is the Company’s largest shareholder, her interests are squarely aligned with yours.

Governance and outlook

During the year, we also took steps to strengthen our governance framework. We changed our audit arrangements, appointing KPMG as our group auditor — approved unanimously by shareholders at our April 2026 EGM. The transition to KPMG, which already audits ODN and its subsidiary, brings continuity to our financial oversight as the Group enters its next phase.

I will be candid: our path to profitability is not without its challenges. Consumer spending remains under pressure across the region, global spirits markets face headwinds in some categories, and competition for premium distribution mandates is intensifying.

But I am genuinely encouraged by the quality and pace of progress the Group has made. We have shed the businesses that were holding us back. We have built a credible distribution platform with real brands, real channels and real revenue. We have attracted a global beverage partner willing to invest in our equity. And we have placed the Group’s operations in the hands of the founder who built the engine that now powers us.

The hard work of rebuilding shareholder value has begun in earnest. The Board and management team are committed to delivering it.

Lim Kee Way Irwin
Independent and Non-Executive Chairman