{"url_path":"/sec/tghl/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 Major Shareholders and Related Party Transactions**","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":684,"has_tables":true,"body_markdown":"**Item\n7. Major Shareholders and Related Party Transactions**\n\n \n\n**A.\nMajor shareholders.**\n\n \n\nSee\n“Item 6. Directors, Senior Management and Employees—E. Share Ownership.”\n\n \n\n48\n\n \n\n \n\n**B.\nRelated Party Transactions.**\n\n \n\n**Material\nTransactions with Related Parties**\n\n \n\nThe table below sets forth the major related parties and their relationships\nwith the Company as of December 31, 2023, 2024 and 2025:\n\n \n\n**Name\nof related parties**\n \n**Relationship\nwith the Company**\n\nChan\nMichael @ Chan Soong Cheam\n \nFather\nof Chan Choon Yew Lester, the Founder, Director, Chief Executive Officer, and Chairman of the Board of Directors\n\nChan Lester @ Chan Choon Yew\n \nThe Founder, Director, Chief Executive Officer, and Chairman of the Board\nof Directors\n\nGrowhub\nVietnam Limited Liability Company\n \nEntity\nowned by a shareholder\n\n** **\n\nDue\nfrom related party\n\n \n\nChan Michael @ Chan Soong Cheam received an interest-free\nloan from the Company, which had an outstanding principal amount of S$34,260, S$Nil and S$Nil (US$Nil) as of December 31, 2023, 2024 and\n2025, respectively. The interest-free loan has no fixed terms of repayment and is repayable on demand. On January 2, 2024, the outstanding\nbalance of this loan was offset against the amount due to Chan Michael @ Chan Soong Cheam. No amounts remain outstanding under this loan\nas of January 2, 2024.\n\n \n\nGrowHub Vietnam Limited Liability Company provided\nthe software development service to the Company amounted to S$106,482 and S$Nil (US$Nil) for the year ended December 31, 2024 and 2025.\nThe amount due from GrowHub Vietnam Limited Liability Company amounted to S$278,311 (US$203,712) as disclosed in Note 5 represents the\nreimbursement set-up costs that were incurred in relation to the establishment of operation in Vietnam, prepayment and deposit in relation\nto software development services procured from Vietnam as of December 31, 2024.\n\n** **\n\nDue\nto related party\n\n \n\nChan Michael @ Chan Soong Cheam provided a working capital loan to Growhub\nCarbon and other related entities in the Group in January 2020, which had a total outstanding balance of S$4,091,206, S$5,475,536 and\nS$Nil (US$Nil) as of December 31,2023, 2024 and 2025, respectively. On November 1, 2024, the amount of working capital loan facility was\nincreased from S$5,000,000 to S$6,000,000 and the liability is reassigned from Carbon to The GrowHub Innovations Company Pte Ltd. Interest expenses payable to Chan\nMichael @ Chan Soong Cheam were S$119,216 and S$159,482 (US$116,734) for the years ended December 31, 2023 and 2024, respectively. The\nworking capital loan is unsecured and bears interest at 3.0% (2023 and 2024: 3.0%) per annum. The working capital loan is repayable within\n60 calendar days on demand, and the Company may prepay the loan in whole or in part at any time without penalty. On January 2, 2024, the\nbalance due from Chan Michael @ Chan Soong Cheam was offset against the amount due to Chan Michael @ Chan Soong Cheam.\n\n \n\nChan Lester @ Chan Choon Yew provided a working capital loan to The Growhub\nInnovations Company Pte. Ltd. and other related entities in the Group in January 2025, which had a total outstanding balance of S$3,151,736\nas of December 31, 2025. Interest expenses payable were S$90,801 (US$70,621) for the years ended December 31, 2025. The working capital\nloan is unsecured and bears interest at 3.0% per annum. The working capital loan is repayable within 60 calendar days on demand, and the\nCompany may prepay the loan in whole or in part at any time without penalty. On January 2, 2024, the balance due from Chan Michael @ Chan\nSoong Cheam was offset against the amount due to Chan Michael @ Chan Soong Cheam.\n\n \n\n**Policies\nand Procedures for Related Party Transactions**\n\n** **\n\nOur Board of Directors established an audit committee,\nwhich is tasked with review and approval of all related party transactions. The audit committee reviews the material facts of all related\nparty transactions and either approves or disapproves such transactions. In determining whether to approve a related party transaction,\nthe audit committee considers whether the transaction is on terms no less favorable than terms generally available from an unaffiliated\nthird party and whether the transaction is in the best interests of the Company and its shareholders.\n\n \n\n49\n\n \n\n \n\n**C.\nInterests of experts and counsel.**\n\n \n\nNot\napplicable."}