{"url_path":"/sec/tghl/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 Information on the Company**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2024114/0001493152-26-023959-index.html","accession_number":"0001493152-26-023959","cik":"0002024114","ticker":"TGHL","issuer_name":"GrowHub Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2024114/0001493152-26-023959-index.html","primary_entity_key":"0002024114","primary_entity_name":"GrowHub Ltd"},"word_count":2953,"has_tables":true,"body_markdown":"**Item\n4. Information on the Company**\n\n \n\n**A.\nHistory and Development of the Company.**\n\n \n\nFor\nthe history and development of the Company, please refer to “Item 3. Key Information—Our Corporate History.”\n\n \n\nOn\nAugust 28, 2025, our Class A Ordinary Shares commenced trading on the Nasdaq Capital Market under the symbol “TGHL.” On August\n29, 2025, we closed our initial public offering. We raised $15million in gross proceeds from our initial public offering, before deducting\nunderwriting discounts and other related expenses.\n\n \n\n**Corporate\nInformation** \n\n \n\nOur\nprincipal executive office is located at 1 Paya Lebar Link 4th Floor, Paya Lebar Quarters One, Singapore 408533. Our registered\noffice in the Cayman Islands is located at Our registered office in the Cayman Islands is located at the offices of Harneys Fiduciary\n(Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, Grand Cayman, KY1-1002 Cayman Islands, and the\nphone number of our registered office is +65 8899 0760. We maintain corporate websites at https://thegrowhub.co/. The information contained in,\nor accessible from, our websites or any other website does not constitute a part of this annual report. Our agent for service of process\nin the U.S. is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168.\n\n \n\nThe\nSEC maintains a website at www.sec.gov that contains reports, proxy, and information statements, and other information regarding issuers\nthat file electronically with the SEC using its EDGAR system.\n\n \n\nFor\ninformation regarding our principal capital expenditures, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity\nand Capital Resources—Capital Expenditures.”\n\n \n\n**B.\nBusiness Overview**.\n\n \n\nOur\nCompany operates at the intersection of technology, supply chain management, and environmental sustainability. We have developed a dual-focus\napproach addressing two critical global challenges: food supply chain integrity and climate change mitigation.\n\n \n\nOur\nbusiness comprises two main divisions:\n\n \n\n1.**Traceability\nand Authenticity Solutions** – our foundational business, providing technology-enabled\ntraceability for food and consumer products across the supply chain; and\n\n2.**Carbon\nProject Development** – an expanding division that develops high-integrity carbon\ncredit projects, including nature-based solutions and emissions reduction initiatives, leveraging\nour experience in data verification and government partnerships.\n\n \n\n22\n\n \n\n \n\n**Industry\nOverview**\n\n \n\n**Food\nTraceability Market**\n\n \n\nAccording\nto Insight Ace Analytic, the global food traceability market was valued at approximately USD 24.98 billion in 2025 and is projected to\nreach USD 70.67 billion by 2035, growing at a CAGR of 11.4%. Consumer demand for transparency and safety, along with stricter government\nregulations, is driving adoption globally.\n\n \n\nThe\nrise of food adulteration and foodborne diseases has highlighted the need for comprehensive traceability systems. According to the World\nBank’s 2019 report, *The Economic Burden of Foodborne Diseases*, total productivity loss in low- and middle-income countries\nwas approximately USD 95.2 billion, with annual treatment costs of USD 15 billion. By implementing traceability solutions, companies\ncan enhance supply chain efficiency, minimize food fraud, improve product quality, reduce waste, and build consumer trust.\n\n** **\n\n**Carbon\nMarkets and Nature-Based Solutions**\n\n \n\nThe\nglobal carbon credit market is experiencing significant growth. Industry reports project the voluntary carbon market to reach USD 50–100\nbillion by 2030, driven by corporate net-zero commitments, Article 6 of the Paris Agreement, and increasing regulatory pressure. Nature-based\nsolutions—including reforestation, afforestation, and improved forest management—are gaining particular traction.\n\n \n\nDemand\nis shifting from low-cost avoidance credits toward high-integrity removal credits, with removals projected to grow at approximately 56%\nCAGR. Asia accounts for more than half of global emissions while hosting some of the world’s most significant natural carbon sinks,\nrepresenting a substantial opportunity for carbon project development. Governments across the region are actively structuring cooperation\nprojects under Article 6, moving from framework to implementation.\n\n \n\n**OUR\nCORPORATE VISION AND MISSION**\n\n** **\n\n**Our\nvision** is to empower the world to consume with confidence.\n\n** **\n\n**Our\nmission** is to enhance transparency throughout the supply chain by harnessing advancing technology, fostering trust, and amplifying\nstakeholder voices. Building on this foundation, we have expanded our mission to include climate action through the development of high-integrity\ncarbon projects that support global sustainability goals.\n\n \n\n**OUR\nSOLUTIONS**\n\n** **\n\n**Traceability\nand Authenticity Solutions**\n\n \n\nOur\ntraceability solutions provide comprehensive tracking of products from origin to consumer. We equip organizations with tools to verify\nproduct authenticity, combat counterfeiting, and ensure supply chain integrity.\n\n** **\n\n**How\nOur Traceability Solutions Work**\n\n \n\nOur\nsystem captures data at key points across the supply chain, including harvesting, processing, distribution, and retail. Data collected\nmay include product condition, location, temperature, and other relevant metrics. Each checkpoint can be supported by certificates, reports,\nand data from third-party applications and devices.\n\n \n\nOnce\ndata is uploaded, it undergoes a validation process to ensure accuracy and completeness, after which it is recorded in a tamper-proof\nmanner. Our system integrates with a wide range of third-party applications and devices, with data validation protocols mitigating risks\nrelated to the quality and consistency of third-party data inputs.\n\n** **\n\n23\n\n \n\n \n\n**Key\nSolutions**\n\n \n\n●**Traceability\nSolution** – enables organizations to track products from raw materials to final\nproduct. Includes a consumer-facing web application that displays product provenance via\nQR code, customizable by language and location.\n\n●**Anti-Counterfeit\nSolution** – monitors product movements using geolocation-logged labels and unique\nauthentication keys. Consumers are warned if a key has been tampered with or used before.\n\n●**Carbon\nManagement Solution** – helps organizations track carbon emissions across manufacturing,\nlogistics, and energy consumption using client-provided data and IoT device integration.\nWe collaborate with reputable audit firms to independently verify client data.\n\n \n\n**Carbon\nProject Development**\n\n \n\nBuilding\non our experience in data verification and government partnerships, we develop high-integrity carbon credit projects focusing on:\n\n \n\n●**Nature-Based\nSolutions** – reforestation, afforestation, and improved forest management projects\nthat generate removal credits with biodiversity and community co-benefits;\n\n●**Government\nPartnerships** – working with national and sub-national governments to operationalize\nArticle 6 cooperation agreements under the Paris Agreement;\n\n●**Technology-Enabled\nVerification** – deploying data verification capabilities to monitor project performance\nand ensure the integrity of emissions reduction claims.\n\n \n\nWe\nhave active carbon project collaborations with governments including Bhutan, Indonesia, and Bosnia and Herzegovina.\n\n \n\n**MARKET\nOPPORTUNITY**\n\n \n\nThe\nfood traceability market in Asia Pacific continues to expand rapidly. According to KBV Research, the region’s food traceability\nmarket is expected to witness a growth rate of 9.6% CAGR from 2023 to 2030. The United Nations Population Fund estimates that Asia Pacific\nis home to 60% of the world’s population, and we believe this large population base fuels demand for traceability technologies\nand services.\n\n \n\nConcurrently,\nthe carbon credit market in Asia presents a complementary growth opportunity. As governments implement carbon pricing mechanisms and\ncorporate buyers seek verified, high-quality credits, we believe our government partnerships and verification capabilities position us\nwell to capture value in this emerging market.\n\n \n\n**MONETIZATION\nSTRATEGY**\n\n \n\nWe\ngenerate revenue from traceability solutions through service-based fees, technology enhancements, data analytics, and IT consultancy\nservices. For the years ended December 31, 2025 and 2024, IT consultancy services represented 31% and 74% of our total revenue, respectively.\n\n \n\nFor\ncarbon project development, we generate revenue through project development fees, carbon credit sales, and government partnership arrangements.\n\n \n\n24\n\n \n\n \n\n**STRATEGIC\nPARTNERSHIPS**\n\n \n\nWe\nhave strategically partnered with governmental organizations and academic institutions worldwide:\n\n \n\n●**Bhutan\n(March 2026)** – commenced a pilot trial for traceability solutions on agricultural\nproducts, with discussions ongoing for carbon project collaboration.\n\n●**Japan\n(January 2026)** – entered a comprehensive definite agreement with Kyoto Sangyo University\nfor joint research on AI applications for carbon projects and entrepreneurship education.\n\n●**Bosnia\nand Herzegovina (September 2025)** – entered a strategic partnership focused on nature-based\ncarbon projects under Article 6.\n\n●**Vietnam\n(July 2024)** – memorandum of understanding to introduce food traceability systems\nfor local premium produce.\n\n●**Indonesia**\n– discussions underway for traceability technology and potential carbon project collaboration.\n\n \n\n**OUR\nCOMPETITIVE STRENGTHS**\n\n \n\n**Established\nGovernment Partnerships**\n\n \n\nOur\nrelationships with governments such as Bhutan, Australia, Bosnia and Herzegovina, and Japan provide political goodwill and client referrals.\nMany of our clients come through government referrals. When government agencies endorse our solutions, businesses take notice.\n\n \n\n**Dual-Revenue\nBusiness Model**\n\n \n\nOur\nbusiness model is built on two complementary revenue streams: traceability solutions (service-based fees, technology enhancements, data\nanalytics, IT consultancy) and carbon project development (project development fees, carbon credit sales, government partnership arrangements).\nThis diversifies our income sources and provides resilience across market cycles.\n\n \n\n**Experienced\nManagement Team**\n\n \n\nOur\nsenior management team comprises seasoned professionals with years of collaboration with government officials and political leaders.\nWe understand the delicate balance between business interests and public policy, navigating political dynamics, regulatory frameworks,\nand cultural nuances effectively.\n\n \n\n**Global\nFootprint with Local Expertise**\n\n \n\nOur\nsolutions span multiple countries, adapting to local languages, regulations, and cultural nuances while maintaining global standards.\nWhether tracking agricultural products from Bhutan or developing carbon projects in Bosnia and Herzegovina, our approach adapts to local\nconditions.\n\n \n\n**OUR\nBUSINESS STRATEGIES AND FUTURE PLANS**\n\n \n\n**Geographic\nExpansion with Government-First Approach**\n\n \n\nOur\nstrategic approach to expansion focuses on collaboration with government entities and academic institutions. We have developed robust\nties in Australia, Bhutan, Japan, Singapore, Vietnam, Indonesia, Malaysia, and Bosnia and Herzegovina. Over the next two years, our primary\nfocus will be on expanding our carbon project pipeline across Asia and Europe, while continuing to grow our traceability solutions in\nexisting and new markets.\n\n \n\n**Carbon\nProject Pipeline Development**\n\n \n\nOur\nimmediate priorities include advancing existing agreements with Bosnia and Herzegovina, Bhutan, and Malaysia from feasibility to implementation;\nexpanding government partnerships to additional jurisdictions seeking Article 6 cooperation; and securing corporate offtake agreements\nto provide upfront project financing.\n\n** **\n\n25\n\n \n\n** **\n\n**Deepening\nMarket Presence**\n\n \n\nWe\nwill intensify efforts in existing markets by expanding traceability solutions to additional products, scaling carbon projects from pilot\nto commercial implementation, and leveraging government partnerships to secure referrals.\n\n \n\n**Strategic\nAcademic Partnerships**\n\n \n\nOur\ncollaboration with Kyoto Sangyo University, formalized in January 2026, remains a cornerstone of our innovation strategy, focusing on\njoint research for AI applications in carbon projects. We will explore similar academic partnerships in other jurisdictions.\n\n \n\n**Sales\nand Marketing**\n\n** **\n\nOur\nsales approach is relationship-driven and government-centric. We acquire clients primarily through referrals from governmental organizations\nwith whom we collaborate. These referrals stem from our reputation for delivering value and successful project execution. In our carbon\nproject development business, we engage directly with government ministries to structure partnerships under Article 6 of the Paris Agreement.\nIn our traceability solutions business, government endorsements drive client acquisition.\n\n \n\n**Research\nand Development**\n\n** **\n\nWe\npartner with leading universities (e.g., Kyoto Sangyo University), and other technology firms for AI related development or specific\nhardware integration. Most of our research and development are conceptualised in-house, and if there are collaborations, we typically\nretain the intellectual property rights.\n\n \n\n26\n\n \n\n \n\n**Competition**\n\n** **\n\nIn\nour traceability solutions business, competitors include other technology providers. However, many lack the government endorsements we\nhave developed over years of collaboration with national and sub-national governments. In our carbon project development business, our\nestablished government partnerships under Article 6 of the Paris Agreement create significant barriers to entry. Once we enter into a\ngovernment partnership for a carbon project, that relationship ensures long-term exclusivity and prevents competitors from entering the\nsame project area in the short to medium term. We believe our government-first approach is a sustainable competitive advantage that is\ndifficult to replicate.\n\n** **\n\n**Insurance**\n\n** **\n\nAs\nof the date of this annual report, we maintain insurance coverage to safeguard against potential risks and liabilities associated with\nour businesses and operations. We hold travel insurance for senior management who travel internationally for business purposes, covering\nmedical emergencies, trip cancellations, and other travel-related risks. We also maintain directors and officers liability insurance,\nwhich provides coverage for our directors and officers against claims arising from alleged wrongful acts in their capacity as corporate\nfiduciaries, including breaches of duty, negligence, and other governance-related matters. We believe our insurance coverage is adequate\nfor our current operations and is consistent with industry practice for companies of our size and stage.\n\n \n\n**Intellectual\nProperty**\n\n** **\n\n*Trademark*\n\n* *\n\nWe\nhold the following registered trademark which is material to our business:\n\n \n\n**Country**\n \n**Registered\nOwner**\n \n**Trademark**\n \n**Registration\nDate**\n \n**Trademark\nNumber**\n \n**Class**\n\nSingapore\n \nGrowHub\nInnovations Singapore\n \n\n \nMay\n5, 2023\n \n40202209433Y\n \n35\n\n \n\n*Domain*\n\n \n\nWe\nhave a registered domain, https://thegrowhub.co/. The information contained on this website is not a part of this annual report.\n\n \n\nSince\nour inception, there have not, to our knowledge, been any infringements of intellectual property rights owned by the Company, including\nbut not limited to any claims and threatened claims or proceedings initiated by us; and we have not been subject to any third party claims\nrelating to intellectual property made against us.\n\n \n\nAs\nof the date of this annual report, we have not entered into any licensing agreements relating to our intellectual property with any third\nparties; and except for off the shelf software, we do not license intellectual property from any third party.\n\n \n\n**Employees**\n\n** **\n\nAs\nof December 31, 2025, we had a workforce of 7 employees who are located in Singapore. The following table sets forth the number of our\nemployees as of December 31, 2025 by function:\n\n \n\n  \nNumber  \n%\nof Total \n\nManagement(*Note*) \n 2  \n 29%\n\nTechnology \n 1  \n 25%\n\nBusiness development, operations and sales \n 2  \n 29%\n\nAdministration and finance \n 1  \n 14%\n\nClient relations \n 1  \n 14%\n\nTotal \n 7  \n 100%\n\n \n\n*Note:\nOur Chief Executive Officer and Chief Financial Officer are also responsible for overseeing the finance of our Group.*\n\n \n\n27\n\n \n\n \n\nOur\nsuccess depends, in part, on our ability to attract, retain and motivate qualified employees that share our values. We place great emphasis\non our corporate culture to ensure that we maintain consistently high standards where we operate. We believe that we maintain a good\nworking relationship with our employees, and we have not experienced any significant labor disputes.\n\n \n\nWe\nenter into standard labor contracts and confidentiality agreements with our employees.\n\n** **\n\n**Properties**\n\n \n\nOur\nprincipal place of business is located at 1 Paya Lebar Link, 4th Floor, Paya Lebar Quarters 1, Singapore 408533. Our Singapore\noffice is leased under 2 leases which will expire on February 29, 2028. We believe that our facilities are adequate to meet our needs for\nthe immediate future, and that, should it be needed, suitable additional space will be available on commercially reasonable terms to\naccommodate any expansion of our operations.\n\n** **\n\n**Legal\nProceedings**\n\n** **\n\nWe\nmay from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of our business.\nThe Company is and has not been a party to any litigation, arbitration or administrative proceedings that we believe would, individually\nor taken as a whole, have a material adverse effect on our business, financial condition or results of operations, and, insofar as we\nare aware, no such litigation, arbitration or administrative proceedings are pending, threatened, or contemplated.\n\n \n\n**REGULATIONS**\n\n** **\n\nWe\nare subject to all relevant laws and regulations of Singapore and may be affected by policies which may be introduced by their respective\ngovernments from time to time. We have identified the main laws and regulations (apart from those pertaining to general business requirements)\nthat materially affect our operations, including the licenses, permits and approvals typically required for the conduct of our business,\nand the relevant regulatory bodies, below.\n\n \n\nAs\nof the date of this annual report, our Directors believe that we are not in breach of any laws or regulations applicable to our business\noperations that would materially affect our business operations, and our Group is in compliance with all the applicable laws and regulations\nthat are material to our business operations. The Group may be subject to certain fines/penalties arising from its ordinary course of\nbusiness from time to time.\n\n \n\n**Singapore**\n\n \n\n**Regulations\non Employment**\n\n \n\nThe\nrights of all employees employed under a contract of service with our Company and its subsidiaries are governed under the Employment\nAct 1968 of Singapore *(“Employment Act”)* in particular, their rights to annual leave, sick leave and maternity leave,\namongst others. In respect of (a) workmen who receive salaries not exceeding S$4,500 a month and (b) employees (other than workmen or\npersons employed in a managerial or an executive position) who receive salaries not exceeding S$2,600 a month, the Employment Act governs\nadditional aspects of their conditions of service such as hours of work, overtime and rest day, amongst others.\n\n \n\n**Regulations\non Data Protection and Information Security**\n\n \n\nThe\nPersonal Data Protection Act 2012 of Singapore (“PDPA”) governs the collection, use and disclosure of the personal data of\nindividuals by organizations, and is administered and enforced by the regulator, the Personal Data Protection Commission. The PDPA sets\nout data protection obligations which all organizations are required to comply with in undertaking activities relating to the collection,\nuse or disclosure of personal data. A failure to comply with any of the above can subject an organization to a fine of up to the higher\nof S$1,000,000 or, 10% of the organization’s annual turnover in Singapore (for an organization whose annual turnover in Singapore\nexceeds S$10,000,000).\n\n \n\n28\n\n \n\n \n\n**Regulations\non Anti-Money Laundering and Prevention of Terrorism Financing**\n\n \n\nThe\nprimary anti-money laundering legislation in Singapore is the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of\nBenefits) Act 1992 of Singapore (“CDSA”) provides for the confiscation of benefits derived from, and to combat, corruption,\ndrug dealing and other serious crimes. Generally, the CDSA criminalizes the concealment or transfer of the benefits of criminal conduct\nas well as the knowing assistance of the concealment, transfer or retention of such benefits.\n\n \n\nThe\nTerrorism (Suppression of Financing) Act 2002 of Singapore (“TSOFA”) is the primary legislation for the combating of terrorism\nfinancing. It was enacted to give effect to the International Convention for the Suppression of the Financing of Terrorism. Besides criminalizing\nthe laundering of proceeds derived from drug dealing and other serious crimes and terrorism financing, the CDSA and the TSOFA also require\nsuspicious transaction reports to be lodged with the Suspicious Transaction Reporting Office. If any person fails to lodge the requisite\nreports under the CDSA and the TSOFA, it may be subject to criminal liability.\n\n \n\n**C.\nOrganizational Structure.**\n\n \n\nSee\n“—A. History and Development of the Company.”\n\n \n\n**D.\nProperty, Plants and Equipment.**\n\n \n\nSee\n“—B. Business Overview—Properties.”"}