Q & M Dental Group

Singapore · Health care providers

SGX: QC7 · Information cut-off 25 August 2026

1 · What the company actually is

Q&M runs the largest private dental network in Singapore. At 30 June 2026 it operated 113 dental outlets in Singapore (108 a year earlier) plus one medical outlet, the Q&M College of Dentistry, a dental AI company and a dental equipment and supplies distributor; 36 dental outlets and a distributor in Malaysia; and dental hospitals and polyclinics in Liaoning province held through Aoxin Q&M Dental Group (SGX Catalist: 1D4), which it owns at about 52.6% and consolidates in full. (R)

It listed on 26 November 2009 through a placement of 74,075,000 new shares at S$0.27, raising approximately S$20.0m. It reports half-yearly to a 31 December year end. (R)

The group reports two segments — Core Dental Business (dentistry plus distribution of dental supplies and equipment) and Other Businesses (formerly COVID-19 test kits and laboratory testing, now residual family medicine and aesthetics) — alongside a third Unallocated column carrying corporate costs. This is a mixed-engine group: a clinic network, a wholesale distributor, an education business and a Chinese hospital group inside one reporting-segment pair. Consolidated working-capital and margin ratios across the whole group are not economically meaningful without a bridge, and the company publishes none. (O, on R)

Ownership at 1 April 2026

Percentages computed on 947,041,312 shares excluding treasury. Dr Ng Chin Siau is Group CEO and holds 49.80% of Quan Min Holdings directly. The Chairman, Mr Tan Teck Koon, is an independent non-executive and is unrelated to him; no Lead Independent Director has been appointed, on the stated basis that the two roles are already separate. Mr Hareesh V Nair was appointed to the board on 29 April 2026 as IMC's nominee. (R — FY2025 annual report, statistics of shareholdings and corporate governance report)

2 · FY2025 was reported with three different profit numbers

All three appear in the FY2025 media release, whose headline was “Q & M Dental Group Drives 16% Profit Growth.” The statutory figure fell 35%. The gap is not a rounding convention — the bridge is exact, and the residual is zero: (D on R)

The Unallocated column more than doubled, from S$(7,100)k to S$(18,572)k — the figure the bridge above carries. It is three lines rather than one: S$(16,020)k of unallocated corporate expenses, S$(2,449)k of unallocated finance costs, being the whole of the Medium Term Note interest and all of it incurred in the second half, and S$(103)k of share of losses from equity-accounted associates. The S$4,156k net loss on consolidating associates into subsidiaries is inside that S$(16,020)k, not additional to it: the annual report splits the same amount into S$(11,864)k of corporate expenses, a S$(19,820)k net loss on deemed disposal and a S$15,664k bargain purchase gain. FY2024 reads S$(7,100)k as a column against S$(7,234)k on the corporate-expense line alone, the difference being that year’s S$134k share of associate profit. The fastest-growing cost line in the group is the one the headline measure excludes. (R + D)

3 · The core business, on the only clean perimeter the company discloses

The segment table is contaminated by the Aoxin consolidation from June 2025 — Aoxin enters both the revenue and the segment-result lines and no bridge is given. The geographic table is not contaminated in the same way, and is reproduced here as filed. (R — 1H2026 results, note 2E)

PRC revenue rose because Aoxin became a subsidiary in June 2025, not because it grew; the filing says the core-dental increase was mainly due to that consolidation. (R)

The Singapore figure does not survive netting, and both readings belong on the page. Revenue includes a profit guarantee income line (section 5) of S$81k in 1H2026 against S$1,303k in 1H2025 — a fall of S$1,222k, which is larger than the S$1,032k decline in the Singapore line. Removing it from both periods: (D on R)

On the company's own segment disclosure, read as consolidated: core dental revenue +13.0%, core dental segment result +5.4%, margin −195bp to 27.21%, and net cash from operating activities −16.2% to S$12,563k. Revenue growth is 2.4x segment-profit growth and operating cash moved the opposite way to the headline. Because Aoxin enters both lines, the 195bp is a consolidated-mix observation and is not evidence that the established business became less profitable. (R + D)

Industry context. Singapore's private-sector registered-dentist population grew from 980 in 2008 to 1,965 in 2022, a CAGR of 5.09%. Q&M's frequently-cited core-dental revenue CAGR over FY2021–FY2025 is approximately 5.0%, but that series splices two segment definitions and two consolidation perimeters and is an upper bound rather than a rate. On the available evidence the network grew with its industry; a share gain is not visible in the data, and the Ministry of Health series ends at 2022 so the comparison cannot be run on the most recent three years. (E — MOH registered-dentist counts via data.gov.sg; D on R)

4 · Track record — revenue has not recovered its FY2021 peak

Revenue peaked at S$205.6m in FY2021 and was S$197.2m in FY2025 — still below peak five years later. Group profit went S$39.4m to S$9.9m, −75%. The entire gap is Other Businesses: COVID-era diagnostics revenue of S$45.4m earning a S$22.4m segment result (approximately 49% margin) has become S$2.2m of revenue at a S$(0.9)m loss. FY2024 is shown on the restated basis per note 18 of the FY2025 filing; FY2021–FY2023 sit on an earlier segment-presentation basis (section 15). (R + D)

5 · A line inside revenue that exists only when an acquisition misses

Q&M reports profit guarantee income as a line within revenue. The stated accounting policy is identical across FY2019–FY2025: (R)

profit guarantee income is recognised when there is a shortfall between the profit amount guaranteed by the vendors or shareholders of the subsidiaries and the actual performance of the acquired subsidiaries

S$17.5m cumulative over seven years, and 21–27% of group profit in FY2022–FY2024. In 1H2026 the line fell to S$81k, down 94%. The FY2025 annual report attributes part of that year's revenue shortfall to “a S$1.4 million reduction in profit guarantee income.” (D on R)

This line also sits inside the revenue figure the company headlines as core dental. Two different FY2025 “core dental revenue” figures are in circulation, and both are as filed. The revenue note reports core dental services of S$190,792k; the segment note reports a Core Dental Business total of S$195,002k. The S$4,210k difference is the remainder of the revenue note attributable to that segment, and it reconciles exactly:

FY2025 revenue, as filed — the revenue note reconciled to the segment note (S$’000)

The consequence is arithmetic, not interpretation: the S$1,463k of profit guarantee income shown above is inside the S$195,002k, together with rental and other income. A growth rate computed on the segment figure is therefore not computed on dental trading revenue alone. Both figures are correct; they are different lines, and which one a reader is quoting determines what the growth rate measures. (D on R — FY2025 results, revenue note 3 and the segment note)

6 · The receivable behind that income, and its Key Audit Matter

Much of the income above has not been collected. At 31 December 2025: (R — FY2025 annual report, auditor's report Key Audit Matter (b) and note 19)

Of the S$15,123,000 group balance, S$11,243,000 is due from a subsidiary's former director. It is secured by escrow and share-security agreements over that person's shares in the subsidiary. After the March 2026 enforcement recovers S$3,857,000, the accounts state he will continue to owe approximately S$7,386,000, and that:

There are uncertainties over the recoverability of the remaining receivables of about $7,386,000 in full if the subsidiary's former director does not have the financial ability to repay this amount.

The auditors made the impairment assessment a Key Audit Matter. For scale, S$7,386,000 is 79% of FY2025 profit attributable to owners of S$9,312,000. (D on R)

Two facts that cut the other way and belong beside it. First, the auditors record that management concluded no impairment allowance is required, so nothing has been provided against the amount described as uncertain. Second, the recovery case is broader than the pledged shares: the audit procedures reference a valuation report on a property identified by management as a potential source of recovery, and external legal counsel's opinion on the group's ability to pursue the claim under Singapore law and the enforceability of any resulting judgment in the PRC. Neither is quantified in the accounts. (R)

7 · The network — outlet counts on a consistent basis

The annual reports give outlet counts in two places — an undated corporate-profile blurb and the operational review — and they do not always agree. The operational-review counts are used here. FY2022 and FY2024 are not stated comparably in either place and are shown as not available rather than interpolated. (R)

Singapore added 16 outlets between the end of FY2021 and 30 June 2026. Malaysia has fallen 44 to 36, an 18% reduction from its FY2023 peak. Over the same window group revenue has not recovered its FY2021 peak (section 4). (D on R)

No revenue-per-outlet series is published here, deliberately. The available revenue numerator includes the distribution business, profit-guarantee income and, from FY2025, consolidated Aoxin — none of which is generated by a Singapore or Malaysia dental outlet. A ratio built on it would not measure outlet productivity. The company also discloses no opened / acquired / closed roll-forward, so the mechanism behind the net movement is not in evidence. (O, on R)

8 · Balance sheet, as filed

At 30 June 2026, with every identity recomputed and the residual zero: (R + D)

That is 2.75 SG cents per share on 947,699,131 shares excluding treasury. Goodwill alone is 62% of equity attributable to owners, and goodwill plus other intangibles is 74%. (D on R)

The company's own debt framing excludes the lease book. The 1H2026 press release states that “MTN, bank borrowings and finance leases eased to S$141.4m” — that figure is other financial liabilities (140,884 + 506). Lease liabilities are a separate S$40,130k. Total debt including leases is S$181.5m; against cash of S$119,224k, economic net debt is S$62.3m. For a network of roughly 149 Singapore and Malaysia outlets the lease book is the principal fixed obligation, and any gearing measure using S$141.4m understates the total by 28%. (D on R)

Book value growth accrued to minorities. Total equity rose from S$127.7m to S$135.7m over 1H2026, but equity attributable to owners fell from S$104.4m to S$102.3m while non-controlling interests rose from S$23.3m to S$33.4m. Retained earnings fell from S$32.3m to S$28.3m. The driver of the S$10.1m increase in non-controlling interests is not explained in the statement of changes in equity as filed — see section 16. (R + D)

Cash flow and dividends paid in the same period. For 1H2026, operating cash flow of S$12.563m less PPE purchases of S$2.591m and lease principal of S$7.254m gives S$2.718m before cash interest. Deducting S$3.668m of interest paid, classified in financing, gives negative S$0.950m. Owners' cash dividends were S$3.966m and NCI dividends were nil, leaving negative S$4.916m after all cash dividends. For FY2025, owners' cash dividends were S$10.426m and NCI dividends S$0.123m; S$8.804m was the FY2024 owners' amount. These are cash-paid comparisons, separate from dividends declared. (D on R; cash-paid comparison corrected 11 September 2026; financial information cutoff unchanged.)

9 · Funding and the MTN covenants

The MTN information memorandum of 30 June 2025, Condition 4(b), sets three financial covenants tested at each half-year Test Period: (R)

The definition matters. “Consolidated Total Borrowings” covers overdrafts, notes, bonds, debentures, other indebtedness for borrowed money and redeemable preference shares. SFRS(I) 16 lease liabilities are not included. Covenant net debt is therefore S$22,166k, not the S$62,296k economic figure in section 8. On the stated limits, additional net debt capacity to the 2.0x threshold is approximately S$249m on total equity and S$182m on the stricter attributable basis, and EBITDA could fall about 67% before the interest-cover test is reached. (D on R)

The S$500m multicurrency debt issuance programme has S$130m drawn — senior unsecured notes at 3.95% due 10 July 2028. Undrawn programme capacity is an issuance framework, not committed liquidity, and is not treated here as available headroom. (R + O)

Against that, the two signed acquisitions carry gross scheduled near-term cash uses of approximately S$95.5m before fees and working capital, against cash on hand of S$119.2m at 30 June 2026 — about 80% of the cash balance. The actual funding mix between cash on hand and new issuance is not disclosed. If the A$18.75m contingent payment becomes payable, cumulative scheduled uses rise to roughly S$112.3m before fees. (D on R)

10 · Where the cash went, and what the network actually costs

S$’000, from the consolidated statements of cash flows in the FY2022 (for FY2021), FY2023, FY2024 and FY2025 annual reports. † FY2024 operating cash flow is the restated figure carried in the FY2025 report; the FY2024 report itself gave 40,098.

The capital cost of a dental network is the lease, not the capex. In FY2025 the group paid S$4.97m for plant and equipment and S$15.92m to landlords through the lease liability — principal and interest — which is 3.2 times as much. Over the five years the gap is S$39.5m of capex and intangibles against S$68.2m of lease principal and interest. Nothing about that is hidden: leases sit in financing, where a cash flow statement puts them, and the multiple has widened every year except FY2024 because the capex line has fallen by 36% since FY2021 while the lease line has risen by 53%. But a reader who takes “capex” as the measure of what it costs to keep the network open — 110 Singapore outlets and 37 Malaysian clinics at the end of FY2025, on the operational-review basis used in section 7 — is reading the smaller half of the number.

FY2021 paid out 96% of its operating cash flow as dividends and the payout has never returned. S$48.8m went out that year — a 5.5-cent interim and a 0.5-cent final — against S$50.8m of operating cash flow. Dividends then fell to S$13.2m, then S$7.2m, which is 85% below the FY2021 figure, and FY2025’s S$10.4m is still barely a fifth of it. Operating cash flow over the same period fell by 27%, so the dividend fell roughly three times as far as the cash that funds it.

FY2025 rebuilt the funding structure inside a single year. The company issued S$130m of three-year notes on 10 July 2025 at 3.95%, under the S$500m programme established in December 2017, and repaid S$65.5m of bank loans — roughly eight times the previous year’s repayment. Cash went from S$34.3m to S$117.1m. That is the whole explanation for a balance sheet that looks unrecognisable against FY2024: the company did not earn its way to S$117m of cash, it borrowed at a fixed coupon and held the proceeds.

The acquisitions line turned positive in FY2025, which is unusual enough to explain. Buying subsidiaries produced a net S$8.08m inflow. Aoxin Q & M came with S$12.27m of cash against S$8.65m of consideration, of which S$5.38m was settled out of the proceeds of the deemed disposal rather than in cash — a S$9.01m net inflow — and S$0.92m went out for Em2ai, Citizen Dental Surgery and Bedok Dental Surgery combined. The Aoxin shares themselves were not bought for cash: 87,973,480 of them came from Field Health Enterprises on 30 April 2025 in partial settlement of the profit-guarantee amount owed by Dr Shao Yongxin under the 2016 share security agreement, which took the company through the 50% threshold and triggered the mandatory offer.

And the S$4,156k in the Unallocated column above is the residue of S$37.5m of gross movement, roughly half of it provisional. The FY2025 accounts carry a S$20,850k loss on the deemed disposal of the Aoxin associate and a S$1,030k gain on the deemed disposal of Em2ai, against S$15,664k of bargain purchase gains — S$15,477k on Aoxin and S$187k on Em2ai. Those four numbers net to exactly the S$4,156k the segment note reports. The Aoxin acquisition accounting, however, is stated by the company to be preliminary: the twelve-month hindsight period allowed by the business-combinations standard had not expired at the reporting date, the provisional amounts “could change”, and an independent valuer’s report was expected only “in time for the next set of interim financial statements”. A S$15.5m bargain purchase gain resting on amounts the company itself calls provisional sits inside a year whose attributable profit is S$9.3m.

11 · The four acquisitions, side by side

Two are signed sale-and-purchase agreements at the parent (announced 12 July 2026); two are memoranda of understanding at the Aoxin subsidiary (25 March and 20 April 2026). All four are underwritten by vendor profit guarantees. (R)

Every lifetime escrow ratio sits in a 5.6–9.9% band across three currencies, with 15-year share moratoria on three of the four. That is a house parameter applied consistently rather than four independent negotiations. (D on R)

Measured instead against the contractual test block rather than the lifetime total — which is the basis on which the guarantees are actually tested and remedied — Australia's A$8m is 37.0% of the first two-year block of A$21.63m, and Thailand's escrow is 77.7% of Q&M's Year-1 attributable guarantee. Both denominators are shown because the two give very different impressions and the filings support both computations. (D on R)

No independent valuation was obtained for any of the four targets, and none was required. Experteeth's Rule 1014 circular, which would carry an independent financial adviser's opinion, had not been published as at the cut-off date. (R)

Other filed terms

• Experteeth consideration shares — 70,337,143 at S$0.70, a 25.7% premium to the S$0.557 VWAP of 9 July 2026, with a 15-year moratorium. Target FY2025 profit before tax attributable to the sale shares was S$9,413,833 on unaudited management accounts; net tangible assets of the sale shares were S$4,869,125. (R)
• Experteeth Year-1 test — guaranteed Year-1 NPAT is AUD 10.3m. If the shortfall exceeds 20%, the AUD 18,750,000 deferred payment is forfeited and treated as a reduction of consideration; at 97% or above it becomes payable. The guarantee schedule grows 10% a year to Year 6 then is flat for Years 6, 7 and 8. (R)
• Experteeth remedies — a shortfall waterfall taking cash from the sellers first, then the escrow, then residual cash or sale of consideration shares under a share security deed; escrow replenishment of at least 50% in cash, deductible from amounts otherwise payable to the guarantors and key dentists for clinical services; and a put option requiring the sellers to buy back all sale shares at consideration plus the financing facilities amount plus 10% per annum. (R)
• Deezy — 16,375,714 consideration shares at S$0.70 under the AGM general mandate, which is why no EGM is required. 51% FY2025 profit before tax was S$2.1m on an unaudited pro forma; 51% net tangible assets S$9.6m. Its waterfall ranks a dividend waiver ahead of the cash escrow, then the obligors jointly and severally at 70.4% in cash within 90 days and 29.6% via sale of consideration shares. It adds personal guarantees, which Australia does not have. (R)

12 · The issuer's own pro-forma financial effects

Both 12 July announcements carry pro-forma financial effects in their section 7. These are the company's own illustrative calculations, not independent valuations, and the Australian figures remain subject to due diligence. Reproduced as published. (R)

The two effects point in opposite directions and both are the company's arithmetic: earnings per share roughly doubles on Experteeth alone, and net tangible assets per share goes negative. (R)

13 · China — a separately filed disclosure stream

Aoxin Q&M files its own announcements on Catalist. None of the following appears on Q&M's own announcement tape, so an investor working only from the parent's filings would not see it. (R throughout)

The guarantee record is mixed

• Cumulative shortfall of RMB 60,546,727 at 31 March 2026 under a guarantee from Dr Shao Yongxin and Health Field Enterprises Ltd, secured on Aoxin shares.
• After enforcing the security, RMB 39,909,589 remains owed. The company states that attempts to engage the vendor were “ultimately unsuccessful” despite repeated reminders, and that no alternative proposal was offered.
• Q&M credited S$3,857,081 of recovery by taking 21,428,229 Aoxin shares at the S$0.180 VWAP — shares whose book value was S$1,367,000 and net tangible assets S$872,000. No independent valuation was obtained.
• An independent third party was engaged to find outside buyers for those shares and none were found.
• A separate “Vendor 1” had fully repaid in cash the remaining RMB 2,234,150 across Tranches 2 to 6 as at 5 June 2026; Vendors 2 and 3 had no outstanding shortfalls.
• An affected person lodged a police report against Dr Shao in Shenyang on 2 July 2026; Aoxin said it was not a party to the report.

Share count and the consolidation threshold

The arithmetic in the last row is derived here from the filed share counts and the announced MOU consideration split; it is not a company statement. (D on R)

Operations and governance

• Panjin Aoxin Quanmin Stomatology Hospital closed on lease expiry in mid-April 2026. The board states it had been loss-making since incorporation in 2017 and that a near-term turnaround would be “challenging” given “the competitive landscape of the dental industry in China”.
• The National Healthcare Security Administration matter. At the NHSA's request Aoxin conducted a self-review of two Shenyang hospitals; NHSA and the hospitals concluded there had been an excess claim of cost of material of approximately RMB 6.2 million for FY2024, corrected retrospectively. Group impact was −S$373k, small only because Aoxin was equity-accounted in FY2024. The RMB 6.2m was fully refunded to the NHSA during FY2025; the parent separately recognised a S$3,078,000 impairment on the carrying value of its investment.
• SGX RegCo queried Aoxin on 11 August 2026 about an independent director who sits on nine listed company boards plus five non-listed principal commitments, invoking Provision 4.5 of the Code of Corporate Governance.

14 · EM2AI — an interested-person transaction, and a proposed exit

• March 2025. Q&M acquired the remaining 51% of EM2AI for S$1,760,000 — an interested person transaction under Chapter 9, the vendor being controlled by Executive Director and CEO Dr Ng Chin Siau (58.53%) with COO Dr Ang Ee Peng Raymond holding 9.47%. No independent valuation. Implied 100% value approximately S$3.45m. (R)
• 14 August 2026, announced 16 August. A non-binding MOU to sell 60% of the now wholly-owned EM2AI to Medi Lifestyle Limited (SGX Catalist: Z4D) for 138,000,000 new Medi Lifestyle shares at S$0.049, approximately S$6,762,000 — no cash. Implied 100% value approximately S$11.27m. (R)
• The two are not comparable. EM2Clinic, the clinic-management business, is carved out of the target before completion, so the 2025 acquired perimeter and the 2026 disposal perimeter are different businesses. No entry-to-exit comparison is drawn here; a perimeter bridge would be needed and the company has not published one. (O, on R)
• Completion is conditional on the buyer undertaking to raise at least S$30m within two years — a post-completion undertaking, not a pre-completion condition — with a profit-target mechanism for FY2027–FY2029. (R)

15 · Corporate-events timeline

16 · Three accounting events — why a spliced series misleads

• FY2023 core dental segment result was restated from S$37,600k to S$49,415k between the FY2023 filing and the FY2024 comparative column. This is a presentation change: from FY2024 onward “segment results” is struck before unallocated corporate expenses, which are then shown separately. A series splicing the two bases shows a fake +38% jump in core dental profit between FY2023 and FY2024. (R + D)
• FY2024 was restated again in the FY2025 filing (note 18): core dental PAT S$27,807k → S$26,124k; group PAT S$13,066k → S$12,693k; unallocated S$(8,917)k → S$(7,234)k. Two unrelated changes are combined in it — a S$373k error correction arising from the NHSA matter, and a segment presentation reclassification that nets to zero at group level. (R + D)
• 1H2026 note 17 finalised the Aoxin purchase-price allocation retrospectively, cutting provisional goodwill from S$75.151m to S$61.774m and recognising customer relationships, a trademark, inventory and deferred-tax adjustments in its place. This is normal PPA finalisation, not a misstatement — but it demonstrates how much of a goodwill figure can be reallocated once an allocation completes. (R)

16 · The share price and what came with its moves

Over the window Q & M Dental returned +107.7% on a dividend-adjusted basis; the Straits Times Index returned +80.0% and the median of the 3 listed comparisons +73.4%.

Download

A print-ready PDF of this page, for reading away from the screen: Q&M Dental Group evidence library (PDF). It carries the same content as this page — the three FY2025 profit numbers, the core business, the track record, acquisition-shortfall income and its receivable, the network, the balance sheet, funding and the MTN covenants, where the cash went, the four acquisitions, pro-forma effects, China, EM2AI, the events timeline, the accounting events, the share price and open questions — and the same omissions: no rating, no fair value, no forecast.

19 · Corrections log

Figures on this page that changed after publication, and why. Fuller detail, including what independent review found, is in the assurance note.

Sources

Where the primary sources are filed. SGX issuer page for QC7 — announcements, financial statements, annual reports · Q & M Dental investor relations. Exchange portals re-file and purge documents over time; the text above cites each document by name and date so it can be found again. Tables on this page as data: JSON · CSV — the page’s own as-filed and recomputed tables, cell for cell, with their section and caption.

Q&M annual reports FY2009–FY2025 and the half-year and full-year results series to 1H2026 (released 14 August 2026); the Experteeth and Deezy sale-and-purchase announcements of 12 July 2026 including their section 7 pro-forma financial effects; the MTN information memorandum of 30 June 2025 including the Condition 4(b) covenant package; the 2009 placement and admission documents; the Second Security Enforcement announcement of 31 March 2026; the EM2AI acquisition and disposal announcements; Aoxin Q&M (SGX Catalist: 1D4) announcements including the 1H2026 results, the March and April 2026 memoranda of understanding, the Panjin closure, the 4 May 2026 placement completion, the 5 June 2026 profit-guarantee outcome, the 4 July 2026 former-director update and the 13 August 2026 SGX query response; and Ministry of Health registered-dentist counts via data.gov.sg. Where two of the issuer's own documents disagree, both figures are recorded and the audited annual report governs.

• Q&M official 2026 newsroom
• FY2025 annual report
• MTN information memorandum, 30 June 2025
• Thailand transaction announcement, 12 July 2026
• Research assurance and correction note — how the pack was built, what was independently checked, and what it got wrong

A note on the Aoxin source set. This page does not describe the Aoxin announcement record as a complete tape. The subsidiary's issuer announcement page was unavailable and the exchange enumeration route throttled during the 20 August refresh, so the set is described as the filings actually retrieved and read rather than as exhaustive. (O)