Bromat Holdings Faces Regulatory Scrutiny: Director Summoned Over Subsidiary’s Tax Filing Delay – What Investors Need to Know

Key Highlights from Bromat Holdings’ Response to SGX Queries

• Director Summoned by IRAS: A Director of Bromat Holdings Ltd., Mr Tan, has received a summon related to the failure of its subsidiary, NSBR, to submit financial statements and tax computations for the year of assessment 2024 in a timely manner.
• Immediate Corrective Actions Taken: Upon notification, Mr Tan made payment for a composition fine of S\$1,000 and requested an extension for submission of the required documents until 31 December 2025.
• Delay Attributed to Audit Fee Issues: The delay was due to ongoing discussions with the company’s auditors, primarily relating to outstanding audit fee payments and the assessment of NSBR’s ability to continue as a going concern.
• Implications for Company Operations: The Board and Audit Committee maintain that the charge is isolated to the subsidiary and, other than the S\$1,000 fine, does not impact the financials, business, or operations of Bromat Holdings Group.
• Potential for Further Delays: If the extension for document submission is not granted, NSBR may need to appeal for more time, subject to court approval. The outcome could impact compliance timelines but is currently not anticipated to have wider ramifications.
• Director’s Standing Unaffected: The Nominating Committee (NC) has assessed that Mr Tan should continue in his executive roles, noting that the delay was due to circumstances beyond his control and not a reflection of his integrity or diligence.

Details Investors Need to Know

Background and Timeline of Events

On 15 October 2025, Mr Tan, the sole director of NSBR, received a letter from the Inland Revenue Authority of Singapore (IRAS) regarding the late submission of tax documents for NSBR. The very next day, he notified Bromat’s Board and took prompt action to settle the S\$1,000 fine imposed by IRAS. Additionally, a formal request was made to extend the submission deadline for NSBR’s financial statements to 31 December 2025.

The delay in submission stemmed from unresolved audit fee payments and the need for auditors to assess NSBR’s going concern status – a crucial step before finalizing the accounts. This is a significant point; if the auditors had not been paid, the audit could not be completed, thus delaying the statutory filings.

Regulatory and Operational Impact

The Board and Audit Committee have clarified that this issue is restricted to NSBR and does not extend to the parent company or other subsidiaries. The only financial impact to Bromat Holdings is the S\$1,000 fine. Importantly, the charge does not affect the overall business operations or financial health of the group as per their assessment.

However, investors should note that should further delays occur and IRAS or the courts do not grant the requested extension, there could be additional compliance-related risks or penalties. At present, the company is actively working with auditors to expedite the process and minimize any further regulatory concerns.

Director’s Position and Corporate Governance

Despite the summon, the Nominating Committee has expressed confidence in Mr Tan’s ability to continue serving as Acting CEO and Executive Director. The committee cited that the situation arose due to external factors – specifically, funding for audit fees and not due to Mr Tan’s personal conduct or oversight. Mr Tan has also confirmed that the charge does not hinder his capacity to fulfill his duties.

Implications for Shareholders and Market Sensitivity

While the company asserts that the incident is contained, shareholders should remain vigilant. Regulatory issues involving company directors, even when limited to subsidiaries, can have reputational and governance implications that may affect investor sentiment and potentially impact share prices, especially if the situation escalates or if further compliance issues arise. The underlying concern about NSBR’s ability to meet audit and going concern standards may also warrant scrutiny regarding the group’s broader financial management and risk controls.

The Board has committed to providing updates on material developments, which investors should monitor closely.

Conclusion

This episode underscores the importance of robust internal controls, timely audit processes, and clear communication with regulators. While Bromat Holdings has acted quickly to address the immediate regulatory concerns, ongoing vigilance and transparent disclosures will be key to maintaining investor confidence.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with professional advisors before making investment decisions. The information is based on company disclosures as of 27 October 2025 and may be subject to change.

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