ZACD Group Ltd.

ZACD Group is a Singapore-headquartered, Hong Kong GEM-listed boutique real estate investment manager. It earns fees by originating, structuring and managing closed-end private real estate vehicles, mainly single-asset residential and industrial development funds in Singapore. It also provides acquisition and project management services to the development SPVs those vehicles own. Its subsidiary ZACD Capital Pte. Ltd. holds a Capital Markets Services licence from the Monetary Authority of Singapore for fund management.

The group operates through a Singapore variable capital company umbrella, ZACD Capital Partners VCC, alongside standalone fund entities. Its current pipeline includes Arina East Residences at Tanjong Rhu, Bloomsbury Residences at one-north, Duet@Mount Emily and The Landmark at Chin Swee Road.

The business is very small: FY2025 revenue was S$2.7 million and headcount was 16 at mid-2026. It is concentrated in related-party fund clients. It is also highly exposed, through bridging loans and corporate guarantees, to the success of a handful of projects, above all La Ville / Arina East.

Company's own description. In the MD&A of its FY2024 and H1 2026 filings, the company calls itself a Singapore-headquartered integrated asset manager that provides solutions across the real estate value chain in Singapore and the Asia-Pacific region. It says it focuses strategically on two core businesses:

Investment management: This covers fund-raising, investing, managing and exiting.

Acquisition and project management: The company cites a track record in the end-to-end development cycle: identifying assets, acquiring, developing, selling, operating, and handing over or exiting.

Scale of the platform.

H1 2026: the group ran 17 investment portfolios, in private equity and fund structures, covering 14 real estate projects and assets in Singapore, Malaysia, Indonesia and Australia. It also provided corporate support and fund management services to a family office with about US$100 million of assets.

FY2024: the group described 22 investment structures across 23 projects in Singapore, Malaysia, Indonesia, Australia and Hong Kong.

Note 3 of the FY2025 statements: the group was manager of 5 Investment SPVs (2024: 9; 2023: 11) and 12 private real estate funds (2024: 12; 2023: 10).

Business model and revenue model. The group earns service fees. It does not sell products and does not run a subscription or licensing model. Its revenue streams are as follows:

1. SPV investment management (legacy). Under the "Investment SPV" model used from 2010 to 2015, investors subscribe to convertible loans issued by a single-project SPV. ZACD earns:

   • a fixed management fee; and

   • "Establishment Shares", which are equity in the SPV received when the loans convert near project completion. ZACD then collects dividends on these shares. Under a related trust structure, ZACD earns performance fees from profits distributed through the ultimate holding company. It also earns a performance fee from one major investor in return for granting that investor priority rights to participate in projects. No new Investment SPVs have been formed since 2016.

2. Fund management. ZACD establishes and manages closed-end private real estate funds. It earns:

   • fund establishment fees and fund management fees, both as a percentage of committed capital; and

   • performance fees, as a percentage of return on equity distributed or on divestment or fund termination. Management fees are received quarterly or annually.

3. Acquisitions and projects management. ZACD sources and secures sites for developers and manages the development cycle. This covers tender consultancy and research, design development, marketing project management, sales administration, handover and defects management, legal coordination, and finance and corporate services. It also earns one-off "successful tender" fees.

4. Property and tenancy management. This is now marginal. It mainly consists of tenancy management of a Malaysian asset.

5. Financial advisory. This is dormant. The board decided on 30 November 2021 to cease SFC-regulated activities in Hong Kong.

Timing of revenue (FY2025, computed from Note 5). S$1,738k (64%) of S$2,697k was recognised at a point in time, mainly performance fees, establishment fees and dividends. S$959k (36%) was recognised over time. This mix explains the volatility of the business: most income depends on project milestones, not recurring fees.

Balance-sheet "product". A large part of ZACD's economic exposure comes from its own balance sheet, not from fees:

• The company extends short-term bridging loans at 5–6% to its managed funds (net S$15.27 million at end-2025; S$12.76 million at 30 June 2026).

• It holds small co-investments: 9.28% of the Mount Emily fund, 5% of BBEC, and 0.46% of Development4.

• It gives corporate guarantees on development loans taken by fund-owned development SPVs.

These arrangements make ZACD a de facto sponsor and credit provider, not a pure fee-earning manager.

Value chain position. ZACD sits upstream as originator and sponsor. It sources land, often through Singapore Government Land Sales, JTC industrial land sales and collective (en bloc) tenders. It structures the investor vehicle, places capital with high-net-worth and family-office investors, and then manages the development SPV through to TOP (Temporary Occupation Permit) and exit. It typically partners with larger developers and contractors such as Qingjian Realty, MCC Land and SSLE Development. It does not take construction risk directly, but its guarantees expose it to project financing risk.

Customer types and end-markets.

Customers: These are overwhelmingly the group's own managed funds and SPVs, which are related parties. Computed from Note 32 of the FY2024 statements, revenue from related-party funds and SPVs was about S$4.14 million of S$4.96 million in FY2024 (about 83%). In FY2023 it was about S$9.08 million of S$9.91 million (about 92%). The underlying capital comes from high-net-worth individuals, family offices and a small number of anchor investors, such as Top Global Limited in the La Ville fund.

End-markets: These are Singapore private residential (condominiums and executive condominiums), Singapore industrial (strata and B1/B2 development), and residual exposure to Australian commercial and hospitality assets and a Malaysian workers' dormitory.

Independent characterisation. ZACD is best understood as a sponsor-operator of single-asset Singapore development funds, controlled by its founders. Its fee income is small and lumpy. It is highly dependent on the founders' network and on related-party transactions. It operates under a holding company that supports its own funds with loans and guarantees. Its listed equity (net assets S$14.8 million at 30 June 2026) is small relative to its contingent exposures, so the investment case depends mostly on the La Ville / Arina East outcome.

Stated strategy (themes from the FY2024 and H1 2026 MD&A)

1. Two-pillar focus. The group concentrates on investment management and on acquisition and project management across the real estate value chain.

2. Fund structures over SPVs. The group has used fund structures since 2016. It has made the ZACD Capital Partners VCC umbrella its main platform, and its legacy Investment SPVs are in natural run-off.

3. Portfolio balance towards industrial. The FY2024 outlook stated an intention to invest in more industrial projects, citing logistics demand, e-commerce and industrial diversification. The H1 2026 outlook says the group is in advanced discussions on a new Singapore industrial fund. That fund would acquire industrial land or buildings with redevelopment potential, build high-specification strata assets, and sell them to end-users and investors for capital gains.

4. Recycling non-core assets. The group is divesting the remaining assets: 294 Bay Road in Australia (being repurposed as a medical centre) and the Johor workers' dormitory. Marketing agents have been appointed for three Income Trust assets, and the group is in discussions with buyers for a Perth hotel project.

5. Execution of the 2025 launch pipeline. Management prioritises reaching sales and TOP milestones for:

   • Arina East (TOP by Q2 2027)

   • Bloomsbury Residences (TOP Q1 2028)

   • Duet@Mount Emily (TOP Q3 2027)

   • The Landmark (statutory completion certificate in H2 2026) Management describes these as positioning the group to capture revenue growth and capital appreciation.

6. New partnerships. The FY2024 outlook said the group was exploring collaborations with new partners to diversify the portfolio.

7. Family-office services. The group is building family-office management, particularly in Southeast Asia, as a successor to its ceased financial advisory business.

8. Cost discipline. Headcount fell from 33 or 30 (depending on the filing) to 27, and then to 16 by June 2026. Staff costs fell 20.8% in FY2025 and 14.3% in H1 2026. IT services costs were cut in H1 2026.

Initiatives in the last 24 months (October 2024 – October 2026)

Sustainability and ESG commitments. No quantified targets were identified.

Medium-term financial targets and guidance. None published. The company gives qualitative outlook statements only.

ZACD does not sell physical products, and it does not publish pricing schedules. Fee bases are described generically as a percentage of committed capital (management and establishment fees) and a percentage of return on equity (performance fees). Specific fee rates are not publicly disclosed. The catalogue below is organised by segment and lists each named vehicle, project and service disclosed in the filings.

Investment Management — Fund Management (ZACD Capital Pte. Ltd., MAS CMS licensee)

Umbrella platform: ZACD Capital Partners VCC. This is a Singapore umbrella variable capital company. A key management person of the group sits on its management. Registered sub-funds:

Standalone private funds managed by the group.

Fee mechanics (disclosed generically).

• Fund establishment fee: a percentage of committed capital, recognised when entitlement is established.

• Fund management fee: a percentage of committed capital, received quarterly or annually and recognised straight-line.

• Performance fee: a percentage of RoE distributed or on divestment or termination. It is constrained under IFRS 15 until a significant reversal is highly improbable.

Investment Management — SPV Investment Management (legacy, in run-off)

Remaining Investment SPVs:

• ZACD (Neew) Pte. Ltd. and ZACD (Neew2) Pte. Ltd., both wholly owned by the ultimate holding company. They carry interest-free convertible loans of S$2.0 million and S$0.3 million from ZACD Investments, convertible into up to 19.40% and 7.00% respectively.

• ZACD (Tuas Bay) Pte. Ltd.

• ZACD (Woodlands12) Pte. Ltd., in which the group's Establishment Shares had a fair value of S$51k at end-2025 and S$8k at 30 June 2026.

Deregistered SPVs:

• Punggol Central and Woodlands2 (25 Oct 2025)

• CCK (26 Dec 2025)

• Jurong (3 Jan 2026)

• AMK, Anchorvale, Canberra and Woodlands3 (4 Jun 2024)

Revenue mechanics. Revenue comes from a fixed management fee, Establishment Shares (9–18% equity per SPV, held in 2 SPVs at end-2025), dividend income, and a performance fee from one major investor with priority participation rights.

Acquisitions and Projects Management (ZACD International Pte. Ltd.)

Services offered:

• site sourcing and tender consultancy and research

• design development consultancy

• marketing project management

• sales administration

• handover and defects management

• legal coordination

• finance and corporate services

Current named mandates and fee sources:

• ZACD LV Development Pte. Ltd. (La Ville / Arina East)

• Landmark JV Pte. Ltd. (The Landmark)

• Mandai 7 JV Pte. Ltd. (S$2.98 million of fees in FY2023)

• one-off successful-tender fees from the Media Circle Fund and Laserblue developer SPVs (about S$0.5 million in H1 2025)

• an Australian consultancy mandate (S$83k in FY2025)

Property and Tenancy Management (ZACD POSH Pte. Ltd.)

The scope covers maintenance management, accounting and financial services, defect management, rental management, lease advisory, administration and tenant care. Current revenue is limited to Malaysian tenancy management, with S$37k in FY2025 billed to Kurnia Rezeki Utama. No new contracts have been signed since the December 2020 realignment.

Financial Advisory (ZACD Financial Group Limited, Hong Kong)

This line covered corporate finance and investment advisory. SFC-regulated activity ceased by board decision on 30 November 2021, and there has been no revenue since. The FY2024 MD&A said management might restart the business if conditions improve. It also said the group's focus had moved to family-office management, particularly for Southeast Asian family offices.

Ancillary services

Family office services: ZACD provides corporate support and fund management to a family office with about US$100 million of assets (H1 2026 MD&A). Fees are not separately disclosed.

Corporate business services: These are advisory services on financial reporting and finance processes for external corporate clients. They are booked in other income: S$191k (FY2023), S$165k (FY2024), S$74k (FY2025) and nil in H1 2026.

*Notes on the newsflow.

No litigation judgments, regulatory sanctions or guidance revisions occurred in the period. The company does not issue guidance.

This is consistent with HKEX's GEM reforms effective 1 January 2024, which removed mandatory quarterly reporting.