Catcha Digital: Malaysia’s Mini Constellation Software — or Just Another Roll-Up?

There’s a company on Bursa’s ACE Market that’s been quietly buying small, profitable businesses at a pace most people haven’t noticed.

Catcha Digital — led by Patrick Grove, the man behind iProperty, iCar Asia, and iflix — has announced 8 acquisitions in 12 months. Six completed, two scrapped, roughly RM90 million deployed. The targets aren’t flashy tech startups. They’re profitable SMEs in digital media, events, animation, and SaaS.

The playbook will look familiar to anyone who follows Constellation Software in Canada. Buy good operators. Don’t overpay. Let them keep running. Compound.

But the comparison only goes so far.

The Portfolio: From Media to Expos

Catcha Digital started as a digital media play. Its core subsidiary, iMedia Asia, operates 13+ publishers reaching 12.7 million Malaysians — brands like Oh! Media, WeirdKaya, Goody25, and Beautiful Nara. These properties serve 100+ brands across Malay, English, and Chinese audiences.

But the acquisition spree has taken the company well beyond media. Here’s the full deal sheet:

A few things jump out. Most stakes are 51–70% — enough for control, but founders keep skin in the game. Payments are staggered over 24–48 months, tied to profit guarantees. And every deal must clear a 20% IRR hurdle.

The exhibitions vertical is particularly interesting. One International — which runs Agri Malaysia, the country’s largest B2B agritech exhibition — contributed RM6.94 million in revenue in just its first two months after acquisition. Trade expos generate recurring cash flow, strong vendor relationships, and aren’t subject to the algorithm whims that digital media lives and dies by.

The Numbers: Profit Up 345%, EPS… Not So Much

On the surface, Catcha’s financials look like a transformation story.

Revenue up 63%. Profit up 256% year-on-year. Q3 2025 alone delivered a record RM5.39 million — more than the entire FY2023.

But here’s the catch.

Profit grew 119% on a trailing basis, but EPS grew only 19%. The gap? Dilution from new share issuances. A November 2025 rights issue raised RM24.33 million (78% oversubscribed) — but it also added 90.1 million new shares, plus 180.2 million warrants that could further dilute if exercised.

At full warrant exercise, the share count goes from 450.6 million to 630.8 million. That means earnings need to grow 40% just to keep EPS flat.

The Edge Malaysia put it well: “Can its earnings growth outrun dilution risks?”

The Constellation Software Comparison

The parallel to Constellation Software is seductive. Both target small, profitable, overlooked businesses. Both aim for 20%+ IRR. Both use structured acquisition playbooks with earn-out protections.

But the differences matter more than the similarities.

The most important difference: Constellation funds acquisitions entirely from operating cash flow. It hasn’t diluted shareholders once. Catcha Digital is in the opposite position — it needs external capital to keep acquiring, which means every deal has to outrun the dilution it creates.

Constellation also has extreme sector focus. Vertical market software businesses have recurring revenue and high switching costs. Catcha’s portfolio spans media, exhibitions, animation studios, and SaaS — industries with very different economics, competitive dynamics, and operational playbooks.

The Bull Case

Patrick Grove has a real track record. He took iProperty from startup to a A$750.8 million exit with REA Group. iCar Asia merged with Carsome to form Malaysia’s first unicorn. He’s taken six companies from startup to IPO.

The acquisition filters are disciplined:

• Profitable businesses only (PAT of RM500K–RM10M)
• Valuations at 4–9x P/E — no blue-sky growth assumptions
• Staggered payments tied to profit guarantees
• 20% IRR hurdle on every deal

The combined expected PAT from the announced acquisitions is ~RM26.7 million in their first 12 months. If that materialises, we’re talking about a company trading at roughly 5x forward earnings — which is cheap for a compounder, if it actually compounds.

The exhibition businesses add a nice diversification away from advertising-dependent revenue. And the permanent-home positioning — being a place where successful SME founders can sell without getting flipped by PE in 5 years — is a compelling narrative for deal flow.

The Bear Case

Deal sizes are small. And anyone who’s spent time in SMEs knows how messy they can be:

• Systems half-built
• Controls still evolving
• Founder-dependent operations

Running many decentralised portfolio companies sounds elegant on paper. Execution is another story entirely. Constellation Software solved this with radical decentralisation — each business unit runs autonomously, and operators are trained to do their own M&A. Catcha doesn’t appear to have that infrastructure yet.

Then there’s the diversification question. Media, exhibitions, automotive, animation, SaaS — these aren’t adjacent verticals. They’re different businesses requiring different expertise. The risk is that management bandwidth gets stretched thin before any single vertical reaches critical mass.

And the dilution math is unforgiving. With 180.2 million warrants outstanding at 41 sen, Catcha needs to grow earnings fast enough to absorb the potential 40% increase in share count. If the acquisition engine stalls or deal quality slips, shareholders pay the price in EPS compression.

What to Watch

The question for Catcha Digital isn’t whether the vision is right. Acquiring small, profitable businesses at sensible valuations is a proven playbook. The question is whether they can execute it without the two things that made Constellation Software work: self-funding and extreme focus.

Three things we’re tracking:

• EPS trajectory — profit growth means nothing if it’s all diluted away. The FY2025 full-year results (due in the next few months) will be the first real test.
• Portfolio company performance — are the acquired businesses hitting their profit guarantees? One miss could signal overpayment or integration trouble.
• Funding model — does the next round of acquisitions come from operating cash flow or another rights issue? The answer will tell you whether this is becoming self-sustaining or staying dependent on capital markets.

Catcha Digital is one of the more interesting stories on Bursa right now. But “interesting” and “investable” aren’t the same thing. The next two quarters will tell us which one it is.

How We Found This

Financial data sourced from Catcha Digital’s quarterly filings on Bursa Malaysia. Acquisition details verified against individual Bursa announcements. Constellation Software comparison based on public filings and investor communications. Patrick Grove’s track record verified against published records on iProperty, iCar Asia, and other Catcha Group companies.

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