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OIO Group

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Business Summary

OIO Group (formerly ESGL Holdings Limited) is a Cayman Islands-incorporated holding company that conducts its primary operations through its Singaporean subsidiary, Environmental Solutions (Asia) Pte. Ltd. (ESA), and its Malaysian subsidiary, ESG Chemicals Sdn. Bhd. . ESA is a waste management, treatment, and recycling company specializing in hazardous and non-hazardous industrial waste from sectors such as pharmaceutical, semiconductor, petrochemical, and electroplating . The company differentiates itself from traditional waste management firms by focusing on converting industrial waste into valuable circular products, including pyrolysis oil, diesel, metals (nickel, zinc, copper, silver, gold), minerals (lime, fluorspar), and chemicals (hydrochloric acid, sulfuric acid, calcium chloride) . This circular economy approach aims to reduce operating costs by utilizing renewable energy and by-products from its waste treatment processes .

OIO Group's business model is characterized by two main revenue streams: services income from waste collection and disposal, and sales and trading of its circular products . The company's customer base includes major petrochemical companies like Shell Eastern Petroleum Pte Ltd and ExxonMobil Asia Pacific Pte Ltd, semiconductor firms such as Micron Semiconductor Asia Operations Pte Ltd and STMicroelectronics Pte Ltd, and pharmaceutical corporations like AbbVie Operations Singapore Pte Ltd and Pfizer Asia Manufacturing Pte Ltd . For the year ended December 31, 2025, four customers collectively accounted for 33.7%, 9.7%, 9.4%, and 9.3% of total revenue, respectively . In 2024, four customers accounted for 22.3%, 15.4%, 14.7%, and 13.4% of total revenue . The company generally requires over 80% payment before delivering circular products to minimize bad debt risk .

For the fiscal year ended December 31, 2025, OIO Group reported total revenue of $5,831,650 , a decrease of 4.4% from $6,099,777 in 2024 . The gross profit is not explicitly stated, but the company reported a net loss of $4,760,894 in 2025, significantly wider than the $633,257 net loss in 2024 . This substantial increase in net loss, by $4,127,637 , was primarily driven by a $1.2 million increase in employee benefits expense due to the Equity Incentive Plan, $0.9 million in expensed labor costs for project maintenance and development (rather than capitalization), higher inventory costs, and increased logistics costs . Operating expenses rose by 58.8% to $6,019,180 in 2025 from $3,789,227 in 2024 . Loss before income tax was $4,916,682 in 2025, compared to $760,586 in 2024 . The company's EBITDA for 2025 was a negative $1,367,879, a significant decline from a positive $2,310,333 in 2024 .

The company's cash and cash equivalents stood at $533,609 as of December 31, 2025, down from $634,882 in 2024 . Total current assets were $1,973,987, while total current liabilities were $10,356,668, resulting in a negative working capital of approximately $8.4 million . Total borrowings were $3,499,706 in 2025, down from $4,319,182 in 2024 . Net cash generated from operating activities was $314,005 in 2025, a notable improvement from net cash used of $3,041,938 in 2024 . Net cash used in investing activities increased to $2,248,462 in 2025 from $2,019,272 in 2024 . Net cash generated from financing activities was $1,707,628 in 2025, a decrease from $5,329,331 in 2024 .

A significant operational development was the acquisition of De Tomaso Automobili Holdings Limited (DT), a high-end ultra-luxury automotive group, which closed on April 24, 2026 . The aggregate consideration for this acquisition was $1,030,000,000, paid in 333,333,334 newly issued Ordinary Shares at a deemed issue price of $3.09 per share . Earnout shares, up to 10% of consideration shares, are contingent on DT achieving FY2025 and FY2026 performance targets of 36 and 74 vehicle deliveries, respectively . The FY2025 target was not met . In anticipation of this acquisition, the company changed its name to OIO Group and effected a one-for-three reverse share split on April 24, 2026 .

Business Outlook

OIO Group's near-term operating performance is expected to continue to be affected by measured capital deployment, macroeconomic uncertainty, tariff volatility, and increased regulatory requirements . The company has not updated its financial projections due to uncertainties surrounding recent developments and the transformation into a portfolio company following the De Tomaso acquisition . Investors are cautioned not to rely on previously prepared projections .

The company's growth strategy is built on four core pillars. The first pillar focuses on establishing its Singapore operations (ESA) as a center of excellence for circular technologies . This involves increasing sludge thermal processing capacity, enhancing spent acid treatment capacity through additional reactors and filter presses, and constructing a high-temperature hazardous waste treatment system to recover valuable materials and generate carbon and plastic credits . Additionally, OIO has a Joint Development Agreement with Nanomatics Pte. Ltd. to integrate NMT's THERMO-CVD process with ESA's FR-3 Pyrolysis Technology to convert synthetic gas from plastic pyrolysis into carbon nanotubes and hydrogen, with plans for exclusive licensing in Southeast Asia upon commercial viability .

The second growth pillar is overseas expansion through recyclable materials offtake . The company launched a warehousing and circular product sales infrastructure in Johor Bahru, Malaysia, in late 2024, to scale operations and distribute circular products across Malaysia . OIO is also evaluating other ASEAN markets, such as Batam, Indonesia, where establishing local treatment capabilities could reduce transportation costs for waste generators .

The third pillar involves leveraging partnerships through technology licensing and joint ventures . This includes protecting and patenting key proprietary technologies, entering licensing agreements with overseas partners to deploy circular technologies, and forming joint development programs or joint venture entities to facilitate technology transfer and accelerate recycling rates .

The fourth pillar is portfolio diversification through opportunistic acquisitions in adjacent sectors . The acquisition of De Tomaso Automobili Holdings S.A. in February 2025, which closed on April 24, 2026, represents a strategic move into the luxury innovation sector . This acquisition, valued at $1,030,000,000, is expected to unlock long-term growth by leveraging OIO's expertise in sustainable materials, engineering capabilities, and brand development . However, the FY2025 performance target for De Tomaso, which stipulated 36 units of vehicles delivered, was not met . The FY2026 performance target requires 74 units of DT vehicles to be delivered .

Operationally, the company expects employee costs, including wages and benefits, to continue to increase due to inflationary pressures and government policies like the new progressive wage model (PWM) in Singapore . The monthly baseline wage for an entry-level waste collection crew worker is expected to increase from $2,210 in 2023 to $3,260 in 2028 . Foreign worker levies, which amounted to $165,089 in 2025, are also subject to potential increases . The company's capitalized development expenses were approximately $7.3 million as of December 31, 2025, and it intends to continue investing in R&D to enhance waste management methodologies and promote innovation . The lease for one of ESA's facilities in Singapore, originally expiring in 2030, was extended for an additional 20 years to 2050 in January 2026 . The lease for its other Singapore facility expires in 2038 . The company believes its current facilities are adequate for the immediate future .

Risk Factors

OIO Group faces several material risks. Macroeconomic headwinds, including geopolitical tensions, market volatility, and tariff-related uncertainty, can reduce manufacturing activity, impacting waste volumes and demand for circular products, and leading to lower revenue . Fluctuations in commodity prices for recyclable waste materials and circular products, such as copper and nickel, can adversely affect revenue, operating income, and cash flows . Inflationary pressures are increasing costs for equipment maintenance, electricity, fuel, freight, and payroll, which negatively impacts operating profit and margins . Regulatory changes, particularly in China's import policies for recyclables and global tariffs, can disrupt the trade of recyclables, creating excess supply and decreasing commodity prices . Operational and safety risks, including equipment defects, natural disasters, and hazardous material releases, could lead to significant liabilities not fully covered by insurance, impacting financial results and the ability to secure future contracts . The company's increasing dependence on technology exposes it to risks of system failures, cyber security incidents, and the inability to develop or license emerging technologies, which could adversely affect business operations and customer relationships . Dependence on non-Singapore workers makes the company vulnerable to changes in labor policies and increased labor costs, such as foreign worker levies and the progressive wage model . The company has incurred operating losses and may continue to do so, with an accumulated deficit of $105.4 million as of December 31, 2025 . Furthermore, the company was not in compliance with a bank covenant requiring a gearing ratio of 1.3 and net tangible assets of $2.2 million as of December 31, 2025, which provides lenders the right to demand immediate repayment of outstanding borrowings . The acquisition of De Tomaso introduces additional risks, including the challenge of preserving and enhancing the luxury brand's value, competition in the luxury performance car industry, reliance on third-party manufacturing partners, and the potential for limited profits due to its exclusivity strategy . The FY2025 performance target for De Tomaso, requiring 36 vehicle deliveries, was not met .

Management Priorities

Management's message to shareholders emphasizes a commitment to advancing OIO Group's position as a sustainability-driven, innovation-led organization focused on delivering long-term shareholder value. They acknowledge the challenges faced in fiscal year 2025, including not meeting the revenue projection of between $6.2 million and $7.5 million, with actual revenue reaching approximately $5.8 million . This shortfall was attributed to lower-than-expected sales of circular products, management's focus on the De Tomaso acquisition, macroeconomic headwinds, and increased regulatory requirements . Management explicitly states that it expects measured capital deployment, macroeconomic uncertainty, tariff volatility, and increased regulatory requirements to continue affecting near-term operating performance, and as a result, the Group may not meet its original revenue projections for fiscal years 2026 and/or 2027 . They have not updated projections due to uncertainties surrounding the business combination with De Tomaso, which is expected to transform OIO from a primarily environmental solutions operating business into a portfolio company . The strategic priorities for the period ahead are structured around four core pillars: positioning Singapore operations as a center of excellence for circular technologies, expanding into overseas markets through recyclable materials offtake, leveraging partnerships via technology licensing and joint ventures, and opportunistically acquiring companies to diversify the portfolio and enter adjacent sectors . Management remains focused on strengthening the Group's operational foundation, improving execution discipline, and positioning the business to benefit from future demand for circular solutions, while also emphasizing disciplined capital controls and prioritizing investments with clear strategic benefits .

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 4, Business Overview
  2. [2] Item 4, Business Overview
  3. [3] Item 4, Business Overview
  4. [4] Item 4, Business Overview
  5. [5] Item 4, Business Overview
  6. [6] Item 4, Customers
  7. [7] Item 4, Customers
  8. [8] Item 4, Customers
  9. [9] Item 4, Customers
  10. [10] Item 5, Results of Operations — Comparison of the Years Ended December 31, 2025 and 2024
  11. [11] Item 5, Results of Operations — Comparison of the Years Ended December 31, 2025 and 2024
  12. [12] Item 5, Results of Operations — Comparison of the Years Ended December 31, 2025 and 2024
  13. [13] Item 5, Results of Operations — Comparison of the Years Ended December 31, 2025 and 2024
  14. [14] Item 3, Risk Factors — Risks Relating to the Group’s Business and Industry
  15. [15] Item 5, Results of Operations — Operating Expenses
  16. [16] Item 5, Results of Operations — Comparison of the Years Ended December 31, 2025 and 2024
  17. [17] Item 5, Non-GAAP Measures — EBITDA
  18. [18] Item 5, Liquidity and Capital Resources
  19. [19] Item 5, Liquidity and Capital Resources
  20. [20] Item 5, Liquidity and Capital Resources
  21. [21] Item 5, Cash Flows for the Years Ended December 31, 2025 and 2024
  22. [22] Item 5, Cash Flows for the Years Ended December 31, 2025 and 2024
  23. [23] Item 5, Cash Flows for the Years Ended December 31, 2025 and 2024
  24. [24] Introduction
  25. [25] Introduction
  26. [26] Introduction
  27. [27] Introduction
  28. [28] Introduction
  29. [29] Item 3, Risk Factors — Risks Relating to the Group’s Business and Industry
  30. [30] Item 3, Risk Factors — Risks Relating to the Group’s Business and Industry
  31. [31] Item 3, Risk Factors — Risks Relating to the Group’s Business and Industry
  32. [32] Item 4, Growth Strategy — Pillar 1: Singapore Operations – Centre of Excellence for Circular Technologies
  33. [33] Item 4, Growth Strategy — Pillar 1: Singapore Operations – Centre of Excellence for Circular Technologies
  34. [34] Item 4, Growth Strategy — Pillar 1: Singapore Operations – Centre of Excellence for Circular Technologies
  35. [35] Item 4, Growth Strategy — Pillar 2: Overseas Expansion – Recyclable Materials Offtake
  36. [36] Item 4, Growth Strategy — Pillar 2: Overseas Expansion – Recyclable Materials Offtake
  37. [37] Item 4, Growth Strategy — Pillar 2: Overseas Expansion – Recyclable Materials Offtake
  38. [38] Item 4, Growth Strategy — Pillar 3: Partnerships via Technology Licensing and Joint Ventures
  39. [39] Item 4, Growth Strategy — Pillar 3: Partnerships via Technology Licensing and Joint Ventures
  40. [40] Item 4, Growth Strategy — Pillar 4: Portfolio Diversification – Entry into Adjacent Sectors
  41. [41] Item 4, Growth Strategy — Pillar 4: Portfolio Diversification – Entry into Adjacent Sectors
  42. [42] Item 4, Growth Strategy — Pillar 4: Portfolio Diversification – Entry into Adjacent Sectors
  43. [43] Introduction
  44. [44] Introduction
  45. [45] Item 3, Risk Factors — Changes in policies imposed by governments may impact on the availability and costs of employing non-Singapore workers.
  46. [46] Item 3, Risk Factors — Changes in policies imposed by governments may impact on the availability and costs of employing non-Singapore workers.
  47. [47] Item 3, Risk Factors — Changes in policies imposed by governments may impact on the availability and costs of employing non-Singapore workers.
  48. [48] Item 4, Research and Development
  49. [49] Item 4, Property, Plant and Equipment
  50. [50] Item 4, Property, Plant and Equipment
  51. [51] Item 4, Property, Plant and Equipment
  52. [52] Item 3, Risk Factors — General economic conditions can directly and adversely affect revenues for environmental services and the Group’s income from operations margins.
  53. [53] Item 3, Risk Factors — Fluctuations in prices for recyclable waste materials the Group collects from its customers and the circular products that it sells to local and international end users, traders or overseas refiners may adversely affect the Group’s revenue, operating income, and cash flows.
  54. [54] Item 3, Risk Factors — Fluctuations in prices for recyclable waste materials the Group collects from its customers and the circular products that it sells to local and international end users, traders or overseas refiners may adversely affect the Group’s revenue, operating income, and cash flows.
  55. [55] Item 3, Risk Factors — The Group’s revenues, earnings and cash flows will fluctuate based on changes in commodity prices, and commodity prices for circular products are particularly susceptible to volatility based on regulations and tariffs that affect its ability to export products.
  56. [56] Item 3, Risk Factors — The Group’s businesses are subject to operational and safety risks.
  57. [57] Item 3, Risk Factors — The Group’s strategy includes an increasing dependence on technology in its operations. If any of its key technology fails, its business could be adversely affected.
  58. [58] Item 3, Risk Factors — Changes in policies imposed by governments may impact on the availability and costs of employing non-Singapore workers.
  59. [59] Item 3, Risk Factors — For the two years ended December 31, 2025 and 2024, the Group has incurred operating losses and may incur significant losses for the foreseeable future.
  60. [60] Item 5, Capital risk
  61. [61] Item 3, Risk Factors — Risks Relating to DT’s Business
  62. [62] Introduction
  63. [63] Item 3, Risk Factors — The Group did not meet its revenue projection for the fiscal year ended 2025.
  64. [64] Item 3, Risk Factors — The Group did not meet its revenue projection for the fiscal year ended 2025.
  65. [65] Item 3, Risk Factors — The Group did not meet its revenue projection for the fiscal year ended 2025.
  66. [66] Item 3, Risk Factors — The Group did not meet its revenue projection for the fiscal year ended 2025.
  67. [67] Item 4, Growth Strategy
  68. [68] Item 3, Risk Factors — The Group did not meet its revenue projection for the fiscal year ended 2025.

Analysis on 5/24/2026