Oceanus Group Limited Addresses SGX Queries: Key Financial Disclosures and Compliance Issues

Oceanus Group Limited (“Oceanus” or the “Company”) has issued a detailed response to queries from the Singapore Exchange Securities Trading Limited (SGX-ST) regarding its Annual Report for the financial year ended 31 December 2025. The response, dated 24 April 2026, covers critical issues related to Interested Person Transactions (IPTs) and audit fee disclosures. Both topics are significant for shareholders, as they pertain to transparency, governance, and potential price-sensitive matters.

1. Disclosure of Interested Person Transactions (IPTs)

• SGX Query: SGX-ST noted discrepancies between the Company’s statement of “no IPTs during the financial year” and disclosures in Note 19 of the FY2025 Annual Report, which referenced loans from a related party and a director totaling S\$1,998,000 and S\$919,000, respectively.
• Company’s Clarification: Oceanus explained that these loans were treated as working capital financing arrangements rather than conventional commercial IPTs. Nevertheless, the Company acknowledged that these are indeed IPTs under Chapter 9 of the SGX Listing Manual and should have been disclosed in the prescribed format.
• Key Details:
  • Loan from Pete’s Creation International (S) Pte Ltd: S\$1,998,000 was extended in FY2025 by a company controlled by Mr Peter Koh Heng Kang, the Executive Director and CEO. This loan is unsecured, bears interest at a fixed rate of 8.5% per annum, and is repayable on 14 March 2027.
  • Loan from Director: S\$919,000 was disclosed in Note 19 but was originally entered into in FY2023, so it was not considered an FY2025 IPT. The outstanding balance remains fully disclosed.
  • No Shareholders’ Mandate: Oceanus has not adopted any shareholders’ mandate for IPTs pursuant to Rule 920.
  • Material Terms Disclosure: All material terms of these loans were fully disclosed in Note 19, and have been audited by Foo Kon Tan LLP, the Company’s external auditors.
• Implications for Shareholders:
  • The Company’s acknowledgment and rectification of disclosure lapses is crucial for transparency and compliance, and may reflect positively on governance improvements.
  • The unsecured loan, bearing a relatively high interest rate (8.5%), suggests pressing working capital needs and reliance on related parties for funding. This could be interpreted as both a sign of internal support and potential liquidity concerns.
  • Investors should monitor future disclosures for any further reliance on related-party financing, as this can impact the Company’s risk profile and operational independence.

2. Audit Fee Disclosure and Non-Audit Services

• SGX Query: The SGX-ST required clear disclosure of the aggregate amount of fees paid to auditors, broken down into audit and non-audit services, with a negative statement if no non-audit fees were paid.
• Company’s Response:
  • Aggregate Audit Fees for FY2025: S\$286,000, broken down as follows:
    • S\$236,000 payable to Foo Kon Tan LLP (auditors of the Company)
    • S\$50,000 payable to FKT’s network firm for audits of overseas subsidiaries
  • No Non-Audit Fees: The Company clarified that there were no non-audit fees paid or payable to FKT or its network firm during FY2025.
  • Presentation Improvements: Oceanus acknowledged that this information should have been presented more clearly and will ensure compliance in future reports.
• Implications for Shareholders:
  • The absence of non-audit fees suggests a focus on audit quality and independence, which is positive for governance.
  • The Company’s commitment to improving disclosure practices can enhance investor confidence in its transparency.

3. Potential Price-Sensitive Matters

• IPT Disclosure Lapse and Correction: The Company’s prior omission and subsequent correction of related-party loan disclosures may be regarded as price-sensitive, as it affects investor perception of governance standards and transparency.
• Financial Reliance on Related Parties: The fact that significant working capital support is being provided by the Executive Director and CEO (and entities controlled by him) may impact risk assessments and influence share valuations.
• High Interest Rate on Loans: The 8.5% per annum interest on the unsecured loan could have a material impact on future profitability and cash flows, which investors should factor into their valuations.
• Commitment to Improved Disclosures: Oceanus’ promise to improve future reporting aligns with higher governance standards, which may be viewed positively by the market.

Conclusion

Investors should pay close attention to Oceanus Group’s revised approach to IPT disclosure, its reliance on related-party financing, and its commitment to clearer reporting. These factors have direct implications for governance, liquidity, and operational independence, all of which are material to share price movements and long-term value.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should perform their own due diligence and consult with financial advisors before making any investment decisions. The information presented is based on public disclosures from Oceanus Group Limited as of 24 April 2026.

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