DISA Limited 2025 AGM: Comprehensive Review & Shareholder Updates

Introduction

DISA Limited convened its Annual General Meeting (AGM) on 24 October 2025 at its Singapore office, with Executive Chairman, Managing Director, and CEO, Mr. Chng Weng Wah, presiding. Board members and key management were in attendance, and shareholders participated both in person and via proxy voting.

Key Financial & Strategic Updates

1. Financial Performance and Capital Raising

• Losses and Sustainability: The company has reported losses for the past ten years. The Chairman acknowledged this, but stated that recent capital raising through a Rights cum Warrants Issue (RI) saw a 70% take-up rate, raising approximately S\$3 million. Out of these funds, S\$1.8 million has been utilised, with S\$1.2 million remaining for future use.
• Business Model: DISA does not hold physical inventory, focusing instead on software code and technology solutions, thus avoiding warehousing costs and related overheads. The company’s medtech business generates lower revenue but higher margins, and the focus is on profitability rather than sheer revenue growth.
• Profitability Outlook: The Board views current expenditures as investments to nurture future growth, with optimism that these will yield returns in the near future.
• Retailer Partnership: A key retailer partner since 2017 has responded positively, and future announcements are expected upon program launch.

2. Rights Issue Warrants & Shareholder Queries

• Warrants Exercise Periods: Warrants can be exercised at S\$0.005 per share until March 2026, and at S\$0.010 per share until December 2026. This provides a structured opportunity for shareholders to participate in potential future growth.
• Shareholder Engagement: Shareholders raised concerns on the lack of profits, timing for investment, and use of proceeds, which the Board addressed openly.

Resolutions and Board Changes

• All AGM Resolutions Passed: All eleven resolutions, including adoption of audited financials, directors’ fees, re-election of directors, auditor reappointment, authority to issue shares, employee share schemes, share buy-back mandate, and renewal of mandates for interested person transactions, were carried with overwhelming shareholder support.
• Directors’ Fees: Approved at S\$107,100 for FY2025, paid quarterly in arrears.
• Board Re-elections: Mr. Chng Weng Wah, Mr. Low Yeow Boon, and Mr. George Kho Wee Hong were re-elected, with introductions detailing their professional backgrounds and roles within the Board and committees.
• Auditor Reappointment: Baker Tilly TFW LLP was reappointed as independent auditors.
• Mandates for Share Issuance and Buy-back: Shareholders approved the authority for directors to issue new shares, options, warrants, and undertake share buy-backs up to 10% of issued capital, providing the company with flexibility to act on growth opportunities and capital management.
• Interested Person Transactions: Renewal of mandates for transactions with Digital Life Line Pte. Ltd. and FA Systems Automation (S) Pte. Ltd., with assurances of corporate governance and transparency.

Operational and Strategic Business Updates

1. Shared Savings Program (SSP) and US Retail Market

• Market Opportunity: The Chairman highlighted a US\$103 billion opportunity in the US retail sector for fraud prevention in product returns—a significant addressable market for DISA’s technology.
• DISA’s Solution: DISA’s Single-Scan-Serialization (3S) solution, operational since 2017, connects over 5,000 US partner stores via API. The infrastructure is complete, with current expenditures primarily operating costs, suggesting that incremental revenue is likely to translate directly to profits.
• Business Model: Under the SSP, retailers pay fees only when fraudulent returns are prevented, operating on a “no pay, no cure” basis. This aligns incentives and may drive adoption among retailers.
• Competitive Advantage: DISA’s solution offers a streamlined process compared to competitors, allowing for single-scan operations and efficiency.

2. Medtech Innovation

• Mobile Imaging Device: The company’s Mobile Imaging Device for the Anterior Segment is undergoing clinical studies at a major Singapore public hospital. The target is Class B approval from Singapore’s Health Sciences Authority in the first half of 2026.

Share Schemes and Employee Incentives

• Employee Share Option Schemes (ESOS 2010 & 2021, PS Scheme): Shareholders approved continued authority for directors to grant options and awards, capped at 15% of issued shares. The vesting period is 10 years, and options are performance-based to incentivise staff.

Share Buy-back Mandate

• Buy-back Details: The mandate allows market and off-market purchases up to 10% of share capital, at a maximum price of 105% (market) or 110% (off-market) of the average closing price over the prior 5 market days. The Board stated that no buy-back is currently planned but retains flexibility for future action.
• Share Price Impact: While some shareholders queried whether buy-backs would raise the share price, the Board emphasised that price movements depend on financial performance and market forces, not director actions.

Investor Takeaways & Price Sensitive Information

• Potential Catalysts:
  • Rollout and monetisation of the Shared Savings Program in the US retail sector, targeting a multi-billion-dollar market.
  • Progress towards regulatory approval and market launch of the Mobile Imaging Device, which could diversify revenue streams.
  • Possible use of mandates to issue new shares, undertake acquisitions, or buy back shares, depending on market opportunities.
• Risks:
  • Continued losses may impact investor sentiment until tangible profit is demonstrated.
  • Mandates for issuing new shares could dilute existing holdings if utilised.
• Governance: The Board reaffirmed its commitment to transparency, governance, and alignment with shareholder interests.

Conclusion

The AGM provided key insights into DISA Limited’s financial health, strategic direction, and operational progress. Investors should closely monitor developments in the US retail fraud prevention program and medtech innovation, as successful execution in these areas could materially impact future earnings and share price. The Board retains flexibility to issue shares, buy back shares, and pursue growth opportunities, but stresses that market performance and profitability will be the primary drivers of share value.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors are advised to conduct their own due diligence and consult professional advisors before making investment decisions. The information herein is based on the official minutes of DISA Limited’s 2025 AGM and may be subject to updates and changes.

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