OCEANUS GROUP LIMITED

(Incorporated in the Republic of Singapore)

(Company Registration No. 199805793D)

MATERIAL VARIANCE BETWEEN UNAUDITED FINANCIAL STATEMENTS AND AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

The Board of Directors (“ Board ”) of Oceanus Group Limited (“ Company ” and together with its subsidiaries, the “ Group ”) refers to its audited financial statements for the financial year ended 31 December 2025 (“ FY2025 ”) in the Group’s Annual Report 2025 (the “ Audited Financial Statements ”) and the announcement on the Unaudited Financial Statements FY2025 made on 27 February 2026 (the “ Unaudited Financial Statements ”)

The Board wishes to announce that subsequent to the release of the Unaudited Financial Statements, the external auditor has proposed certain adjustments and reclassifications following the finalisation of the audit for FY2025.

The material variances between the Group’s Audited Financial Statements and the Unaudited Financial Statements are set out below.

Page 1 of 7

Consolidated Statement of Profit or Loss of the Group for FY2025

	Audited	Unaudited	Variance	Note
	S$’000	S$’000	S$’000
Revenue Other income Purchases and related costs Changes in inventories Amortisation of intangible assets Depreciation of plant and equipment Depreciation of right-of-use assets Depreciation of investment properties Impairment losses on trade receivables Impairment losses on other receivables Staff costs Other operating expenses Finance costs Share of results of associates, net of tax (Loss)/Profit before taxation from continuing operations Taxation (Loss)/Profit for the year from continuing operations Discontinued operation Profit/(Loss) from discontinued operation, net of tax (Loss)/Profit for the year	279,517 5,004 (281,480) 20,298 (32) (911) (897) – (448) (389) (6,697) (15,118) (6,590) (363)	279,560 4,804 (261,184) – – (1,890) (897) – (448) (389) (6,676) (12,807) (6,590) (363)	(43) 200 (20,296) 20,298 (32) 979 – – – – (21) (2,311) – –	(1) (1) (2) (2) (2)
	(8,106)	(6,880)	(1,226)
	(1,909)	(1,466)	(443)	(3)
	(10,015)	(8,346)	(1,669)
	1,624	–	1,624	(2)
	(8,391)	(8,346)	(45)

The variances were primarily due to:

(1) Reclassification of purchases and related costs (S$20,298,000) to “Changes in inventories”. Under the Unaudited Financial Statements, purchases and inventory movements were presented on a combined basis. The Audited Financial Statements disaggregate the two components in accordance with paragraph 102 of SFRS(I) 1-1 Presentation of Financial Statements. There is no impact on gross profit or net loss;
(2) Reclassifications of (i) depreciation of plant and equipment decreased by S$979,000 as Opal’s depreciation is now reported within the other operating expenses. (ii) certain items were reclassified to separately presented continuing and discontinued operations in the Audited Financial Statements. The Unaudited Financial Statements did not reflect this segregation. These adjustment does not have any impact on the overall profit or loss for the financial period;
(3) This is the deferred tax balances upon finalisation of financial results.

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Statements of Financial Position of the Group as at 31 December 2025

	Audited	Unaudited	Variance	Note
	S$’000	S$’000	S$’000
ASSETS Non-Current Assets Plant and equipment Right-of-use assets Intangible assets Investment properties Subsidiaries Associates Other investments Deferred tax assets Other receivables Goodwill on consolidation Current Assets Trade and other receivables Inventories Prepayments Derivative financial instruments Cash and cash equivalents Assets held for sale Total assets EQUITY AND LIABILITIES Capital and Reserves Share capital Reserves Equity attributable to owners of the Company Non-controlling interests Total equity Non-Current Liabilities Borrowings Lease liabilities	781 1,735 44 – – 1,353 941 – 1,229 –	781 1,735 2,957 – – 1,353 – – – 1,157	– – (2,913) – – – 941 – 1,229 (1,157)	(4) (5) (6) (4)
	6,083	7,983	(1,900)
	111,643 41,618 6,596 13 8,126	110,263 49,429 6,386 384 12,103	1,380 (7,811) 210 (371) (3,977)	(7) (8) (9)
	167,996	178,565	(10,569)
	6,374	6,374	–
	174,370	184,939	(10,569)
	180,453	192,922	(12,469)
	684,734 (639,214)	684,734 (637,563)	– (1,651)	(10)
	45,520	47,171	(1,651)
	5,107	6,116	(1,009)	(10)
	50,627	53,287	(2,660)
	25,339 928	26,580 652	(1,241) 276	(11) (12)
	26,267	27,232	(965)

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Current Liabilities

Current Liabilities
Derivative financial instruments Borrowings Lease liabilities Trade and other payables Contract liabilities Current tax payable Total liabilities Total equity and liabilities	355 355 – 79,837 78,614 1,223 (11) 1,017 1,276 (259) (12) 14,700 23,990 (9,290) (8) 1,391 1,908 (517) 6,259 6,260 (1)
	103,559 112,403 (8,844)
	129,826 139,635 (9,809)
	180,453 192,922 (12,469)

The variances were primarily due to:

(4) Adjustment have been made retrospectively, resulting in the restatement of various financial statement line items in the financial statements for the financial year ended 31 December 2024. The prior year adjustment mainly relates to the provisional amounts arising from the completion of purchase price allocation in respect of the acquisition of Opal Fintech Pte Ltd and its subsidiary on 30 December 2024 within the measurement period. Opal’s goodwill and intangible assets, together with an impairment loss of S$1,756,000;
(5) Other investments of S$941,000 reclassified from cash and cash equivalents upon reassessment of the underlying instruments as investments carried at fair value through profit or loss (see Note 9);
(6) Reclassification of S$1,229,000 of receivables from current to non-current, upon finalisation of the financial results;
(7) Net adjustment of S$1,380,000 (1.2%) to trade and other receivables, upon finalisation of the financial results;
(8) Reduction in inventories of S$7,811,000 (15.8%) arising primarily from cut-off adjustments and reclassified to trade payables;
(9) Net reduction in cash and cash equivalents of S$3,977,000 (32.9%), comprising: (i) reclassification of S$941,000 to other investments (Note 6); (ii) reclassification of S$3,036,000 to current other receivables (Note 7);
(10) Reduction in reserves and non-controlling interests comprising the prior-period adjustment of recorded against opening retained earnings upon finalisation of prior-year balances;
(11) Reclassification of S$1,241,000 of borrowings from non-current to current liabilities, reflecting the portions falling due within twelve months of the reporting date upon review of the repayment schedules by the Independent Auditor;
(12) Reclassification of S$259,000 of lease liabilities from current to non-current liabilities, reflecting the revised maturity profile of lease payments upon review by the Independent Auditor;

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Consolidated Statement of Cash Flows of the Group for FY2025

	Audited	Unaudited	Variance	Note
	S$’000	S$’000	S$’000
Cash Flows from Operating Activities (Loss)/Profit before taxation – Continuing operations – Discontinued operation (Loss)/Profit before taxation Amortisation of intangible assets Depreciation of investment properties Depreciation of plant and equipment Depreciation of right-of-use assets Equity-settled share-based payment expense Fair value loss on contingent consideration receivable at FVTPL Fair value loss on other investments at FVTPL Gain on disposal of assets held for sale Gain on disposal of subsidiary Gain on partial disposal of subsidiaries Impairment losses on intangible assets Impairment losses on trade receivables Impairment losses on other receivables Interest expense Interest income Loss on partial disposal of an associate Plant and equipment written off Share of results of an associate Adjustment to goodwill Net effect of foreign exchange rate in consolidating foreign operations Operating profit before working capital changes Changes in trade and other receivables Changes in inventories Changes in prepayments Changes in trade and other payables Changes in contract liabilities Changes in derivative financial instruments Cash (used in)/generated from operations Income taxes paid Interest received Net cash (used in)/generated from operating activities	(8,106) 1,624	(6,880) –	(1,226) 1,624
	(6,482)	(6,880)	398
	32 – 911 897 879 2,654 387 (1,449) – – 1,756 448 389 6,590 (152) 1,825 12 363 – –	– – 2,699 88 879 – – (1,475) – – – – 387 – – 1,825 – 363 (940) (2,766)	32 – (1,788) 809 – 2,654 387 26 – – 1,756 448 2 6,590 (152) – 12 – 940 2,766	(13) (14) (15) (16) (17) (18) (19) (20) (21) (21)
	9,060	(5,820)	14,880
	4,613 (21,051) (3,559) (3,415) (3,236) 342	11,032 (28,122) (2,875) 6,059 (2,758) –	(6,419) 7,071 (684) (9,474) (478) 342	(22) (23) (23) (24)
	(17,246)	(22,484)	5,238
	(1,001) 152	(983) –	(18) 152
	(18,095)	(23,467)	5,372

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Cash Flows from Investing Activities Additions to intangible assets Advances to non-controlling interests Consideration received Repayment of loans from a third party Purchases of other investments Purchases of plant and equipment Net cash generated from/(used in) investing activities Cash Flows from Financing Activities Incorporation of a subsidiary with non-controlling interest Interest paid Payment of lease liabilities Proceeds from borrowings Repayment of borrowings Net cash generated from/(used in) financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of the year Exchange differences on translation of cash and cash equivalents Cash and cash equivalents at end of the year	(940) – (940) (25) (69) – (69) (25) 1,930 1,365 565 (25) 202 – 202 (25) (941) – (941) (25) (21) – (21)
	161 1,365 (1,204)
	137 – 137 (26) (6,590) – (6,590) (26) (927) – (927) (26) 65,111 65,111 – (41,098) (41,032) (66)
	16,633 24,079 (7,446)

	(1,301) 1,977 (3,278)
	9,800 9,800 – (373) 326 (699) (27)
	8,126 12,103 (3,977)

The variances were primarily due to:

(13) Reduction in depreciation of plant and equipment of S$1,788,000, reflecting the reclassification of Opal’s depreciation to other operating expenses (refer to Notes 2 and 4);
(14) Increase in depreciation of right-of-use assets of S$809,000, reflecting the separate presentation of this item in the Audited Financial Statements (previously aggregated with other depreciation in the Unaudited Financial Statements). There is no net cash impact;
(15) Separate disclosure of the non-cash fair value loss on contingent consideration receivable at FVTPL of S$2,654,000, which was previously netted within operating adjustments in the Unaudited Financial Statements;
(16) Separate disclosure of the non-cash fair value loss on other investments at FVTPL of S$387,000, which was previously netted within operating adjustments in the Unaudited Financial Statements;
(17) Separate disclosure of impairment losses on intangible assets of S$1,756,000 as a non-cash addback, arising primarily from the Opal Fintech Pte Ltd (refer to Notes 4);
(18) Separate disclosure of impairment losses on trade receivables of S$448,000 as a non-cash addback, previously netted within operating adjustments in the Unaudited Financial Statements;
(19) Separate disclosure of interest expense of S$6,590,000 as a non-cash add-back within operating activities, with a corresponding separate presentation of cash interest paid of S$6,590,000 within financing activities (see Note 28). Previously presented on a net basis within operating cash flows;
(20) Separate disclosure of interest income of S$152,000 as a non-cash deduction within operating activities, with the corresponding cash interest received of S$152,000 presented within operating activities. Previously presented on a net basis;

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(21) Removal of (i) the adjustment to goodwill of S$940,000 previously presented as an operating addback (now captured within additions to intangible assets under investing activities — see Note 30) and (ii) the net foreign exchange effect on consolidation of S$2,766,000, which is presented within the reconciliation of cash and cash equivalents rather than as an operating adjustment;
(22) Movement in trade and other receivables restated to S$4,613,000 (from S$11,032,000), reflecting finalisation of year-end balances and the reclassification of S$1,229,000 to non-current (Note 6);
(23) Movement in inventories restated to an outflow of S$21,051,000 (from S$28,122,000), reflecting the disaggregation of purchases and inventory movements (Note 1) and reclassification to trade payables (Note 8);
(24) Movement in contract liabilities restated to an outflow of S$3,236,000 (from S$2,758,000), following finalisation of revenue recognition cut-off;
(25) Separate presentation within investing activities of (i) additions to intangible assets (S$940,000); (ii) purchases of other investments (S$941,000, corresponding to Note 6); (iii) consideration received of S$1,930,000; (iv) advances to non-controlling interests (S$69,000); and (v) repayment of loans from a third party (S$202,000). These items were previously aggregated or netted within other lines in the Unaudited Financial Statements;
(26) Separate presentation within financing activities of (i) interest paid of S$6,590,000 (corresponding to Note 19); (ii) payment of lease liabilities of S$927,000; and (iii) cash inflow of S$137,000 from incorporation of a subsidiary with non-controlling interest. These items were previously embedded within operating activities or netted in the Unaudited Financial Statements;
(27) Adjustment to foreign exchange differences on translation of cash and cash equivalents of S$699,000, reflecting finalisation of translation rates.

Shareholders of the Company are advised to read this announcement in conjunction with the Audited Financial Statements in the Company’s Annual Report 2025.

Shareholders and potential investors of the Company are advised to exercise caution in trading the shares of the Company. Shareholders and potential investors of the Company are advised to read this announcement and any further announcements by the Company carefully. Shareholders and potential investors of the Company should consult their stockbrokers, bank managers, solicitors or other professional advisors if they have any doubt about the actions they should take.

BY ORDER OF THE BOARD

Peter Koh Heng Kang, PBM Executive Director and Chief Executive Officer 17 April 2026

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AI assistant

OCEANUS GROUP LIMITED Audit Report / Information 2025

67637_rns_2026-04-17_74b999bc-eab5-4b8e-b172-052bf4680ac2.pdf