Serial System Ltd: Major Corporate Actions Announced for FY2025-FY2026

Key Highlights and Shareholder Implications

Serial System Ltd has released a comprehensive announcement detailing several corporate actions during the financial year ended 31 December 2025 and ongoing to 31 December 2026. These developments may have implications for shareholders and could be price-sensitive. Investors should carefully review these updates for potential impact on share value.

1. Closure of Subsidiaries

• Serial Electronics Investment Limited (wholly-owned, British Virgin Islands) and XIN Holdings International Limited (91%-owned, Cayman Islands) were struck off. Both were investment holding entities with no active business, resulting in a recorded loss of US\$5,000.

Impact: The closure clears dormant entities, streamlining the group’s structure. The loss recorded is immaterial and unlikely to affect share price.

2. Increase in Investment in Thailand Subsidiary

• Serial Factoring (Thailand) Co., Ltd (49%-owned) increased its stake in Serial Consulting Co., Ltd from 97% to 98.5% by acquiring 740 shares for THB 200,000 (US\$6,000).
• Attributable net assets of Serial Consulting stood at THB 968,375 (US\$29,000) as of 30 April 2025.
• Serial Consulting is now a 48.3%-owned subsidiary of the Group.

Impact: This minor increase in investment is unlikely to materially affect the Group’s financials or share price.

3. Change of Interest in Associated Company (Bull Will Co., Ltd)

• Serial System’s equity stake in Bull Will Co., Ltd was diluted from 13.53% to 13.01% due to employee share option exercise (1,008,000 shares) between July and December 2025.
• Loss on dilution: US\$7,000.
• However, a subsequent stock dividend issue (152,866 shares) increased the Group’s equity interest by 0.01%, resulting in a final stake of 13.02%.
• Derek Goh Bak Heng, Executive Chairman and CEO, holds a 2.2% stake in Bull Will Co., Ltd.

Impact: The dilution and minor subsequent increase are not significant enough to affect share value. However, direct involvement of the Group CEO in Bull Will Co., Ltd. may be of interest to shareholders seeking insight into related party exposure.

4. Disposal of Shares in Subsidiary (Nokivi Pte. Ltd.)

• Nokivi Holdings Pte. Ltd. (23.8%-owned) disposed of a 90% stake in Nokivi Pte. Ltd. for S\$300 (US\$233) to three third-party shareholders.
• Net asset value of Nokivi Pte. Ltd.: US\$1,521 as of 31 July 2025.
• Loss on disposal: US\$59,000.
• Post-disposal, Group’s effective equity in Nokivi PL drops from 23.8% to 2.4%, and Nokivi PL ceases to be a subsidiary.

Impact: The loss is relatively small, but the reduction in effective ownership marks a strategic exit from this entity.

5. Incorporation of Achieva Cloud Services Sdn. Bhd.

• Achieva Cloud Services Pte. Ltd. (77.64%-owned) incorporated Achieva Cloud Services Sdn. Bhd. in Malaysia (share capital: MYR2.00 / US\$0.49).
• Focus: Provision of co-location services, including data center space rental, power supply, infrastructure for IT equipment hosting.

Impact: Entry into the Malaysian co-location/data center market could provide new revenue streams and growth opportunities for the Group.

6. Joint Venture in Vietnam (Achieva Vietson Co., Ltd.)

• Serial Achieva Limited (77.64%-owned) entered a joint venture with Viet Son Informatic Joint Stock Company to form Achieva Vietson Co., Ltd. in Vietnam.
• JV equity split: Serial Achieva Limited (49%), Vietson (51%). Group’s effective equity interest will be 38.0% upon completion.
• Investment: US\$49,000 funded internally.
• Principal activity: Distribution of IT products and peripherals in Vietnam, plus exploration of synergistic business opportunities.
• As of announcement date, capital injection from both JV partners is pending.

Impact: Expansion into Vietnam’s IT distribution market is a positive development and could drive growth. Investors should monitor the JV’s progress and performance.

7. Increase in Investment in CSS Medisys Pte. Ltd.

• Contract Sterilization Services Pte. Ltd. (75%-owned) acquired an additional 50,000 shares in CSS Medisys Pte. Ltd. from a third-party shareholder, raising its stake from 81.82% to 100% for S\$1.00 (US\$0.78).
• Net assets of CSS Medisys: S\$6,000 (US\$4,700) as of 31 July 2025.
• CSS Medisys becomes a fully owned subsidiary (75%-owned by Group).

Impact: Full ownership of CSS Medisys may allow for better control and operational efficiency, though the financial impact is negligible.

8. Closure of Achieva Tech Allianz Pte. Ltd.

• Serial Achieva Limited (77.64%-owned) struck off Achieva Tech Allianz Pte. Ltd. (55%-owned) on 21 December 2025.
• Returned paid-up capital: US\$81,000 to Serial Achieva Limited, US\$66,000 to non-controlling shareholder (paid January 2026).
• Gain on closure: US\$65,000 (FY2025).

Impact: The gain is positive but not material in the context of the Group’s overall financials.

9. Change of Interest in Associated Company (PT Sentra Mitra Informatika Tbk)

• Serial System International Pte. Ltd. (wholly-owned) disposed 6,895,500 shares (0.97% stake) in PT Sentra Mitra Informatika Tbk (PTSMI) for IDR 1,206,202,500 (US\$72,000) via open market transactions.
• Gain on disposal: US\$270. Proceeds utilised for working capital.
• Group’s equity in PTSMI reduced from 15.90% to 14.93%.

Impact: The reduction in stake is minor and the gain is negligible. No material impact expected.

Overall Assessment

The majority of the actions taken by Serial System Ltd during FY2025-FY2026 involve minor changes in subsidiary ownership, disposal of small stakes, or closure of non-operational entities. While the expansion into Malaysia (co-location services) and Vietnam (IT distribution) are positive strategic moves that could drive future growth, none of the reported transactions are expected to have a material impact on the Group’s net tangible assets per share or earnings per share in the short term.

Shareholders should note the Group’s continued efforts to streamline operations, expand regionally, and strengthen its business portfolio. The entry into new markets (Malaysia and Vietnam) may be of particular interest as longer-term growth drivers.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors are encouraged to conduct their own due diligence and consult professional advisors before making any investment decisions. The information provided is based on publicly available disclosures at the time of writing and may be subject to change.

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