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POLLUX PROPERTIES LTD. — Annual Report 2024
Apr 14, 2025
67669_rns_2025-04-14_4099c530-e293-4540-aab2-4fc2bf53156c.pdf
Annual Report
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ENVISIONING THE FUTURE
ANNUAL REPORT 2024
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Contents
| 01 | ABOUT THE COMPANY |
|---|---|
| 02 | WHAT WE DO |
| 04 | CHAIRMAN’S STATEMENT |
| 08 | CORPORATE STRUCTURE |
| 09 | BOARD OF DIRECTORS |
| 10 | FINANCIAL & OPERATIONS REVIEW |
| 14 | CORPORATE SOCIAL RESPONSIBILITY |
| 16 | CORPORATE INFORMATION |
| 17 | CORPORATE GOVERNANCE REPORT |
| 45 | FINANCIAL STATEMENTS |
| 128 | STATISTICS OF SHAREHOLDINGS |
| 130 | NOTICE OF ANNUAL GENERAL MEETING |
| 136 | PROXY FORM |
This annual report has been prepared by Pollux Properties Ltd. (the “ Company ”) and reviewed by the Company's sponsor, Novus Corporate Finance Pte. Ltd. (the “ Sponsor ”), in compliance with Rule 226(2)(b) of the Singapore Exchange Securities Trading Limited (" SGX-ST ") Listing Manual Section B: Rules of Catalist (the “ Catalist Rules ”).
This annual report has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this annual report, including the correctness of any of the statements or opinions made, or reports contained in this annual report.
The contact person for the Sponsor is Mr. Pong Chen Yih, Chief Operating Officer at 7 Temasek Boulevard, #04-02 Suntec Tower 1, Singapore 038987, telephone (65) 6950 2188.
01
Annual Report 2024
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About The Company
Pollux Properties Ltd. (“ Pollux”, together with its subsidiaries, the “Group ”) is a leading Singaporebased real estate company that owns, develops, invests, manages, and operates a diverse property portfolio as well as other real estate correlated businesses. Our well-diversified portfolio comprises apartment homes, offices, serviced apartments, retail spaces as well as an integrated hospitality management business.
As a forward-thinking organisation, we focus on delivering superior financial performance and sustained growth to our stakeholders through strategic income growth and value creation in our portfolio assets, products and services. Our strong management expertise and engaged employees provide the talent and precise execution needed to leverage on identified market opportunities.
With a proven track record of delivering quality properties and services that offer perennial value, our Group continues its journey in developing and evolving its people and businesses with a constant view to growth.
02 Pollux Properties Ltd
What We Do
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01. Property Development
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Our Group brings together many years of industry and professional experience in tackling the complex processes in project analysis, feasibility studies, construction management and more throughout the entire development lifecycle to deliver successful projects.
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02. Property Investment
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Our property investment business unit invests primarily in real estate used for office, retail and residential purposes, bringing a unique focus and depth of expertise to the sector. We are committed to delivering competitive investment performance through economic and property market cycles for long-term success.
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03
Annual Report 2024
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03. Hospitality Management
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Leveraging on the strength and experience of our human capital, the Group’s hospitality business unit aims to build enhanced revenue and feebased income streams as a hospitality management operations platform and services provider group.
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04 Pollux Properties Ltd
Chairman’s Statement
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We will continue to strengthen our presence, while building strategic partnerships in the robust and dynamic real estate market in Indonesia, reinforcing our commitment to unlocking value in the diverse market environments.
Dear Shareholders,
On behalf of the Board of Directors, I am pleased to present to you the Group’s Annual Report for the financial year ended 31 December 2024 (“ FY2024 ”).
FY2024 was a year marked by a general slowdown in the property market, particularly in the rental markets. The softer leasing demand in Singapore and the ongoing global uncertainties brought about by trade tensions and geopolitical conflicts cumulated, resulting in an overall challenging business environment.
Singapore’s private rental market saw a decline of 1.9% in rentals in 2024, reversing the 8.7% increase in 2023[1] . Similarly, Singapore’s office leasing market saw almost flat rental growth year-on-year, slower than the 13.1% growth in 2023[2] . On a brighter note, Indonesia, where our hotels are operating in, experienced a growth of 19% in its foreign tourist arrivals in 2024, marking record of 13.9 million foreign visitors with an average spending of US$1,391, and their highest expenditures were on accommodation, food & beverages and souvenir shopping[3] .
In the face of evolving market conditions, the Group demonstrated resilience and adaptability through our asset-light strategy, managing risks while navigating the tough operating environment. Our strategic initiatives have positioned us well to maintain stable recurring revenue streams, as well as capitalise on opportunities that come our way.
During the year under review, the Group achieved total revenue of S$13.4 million in FY2024, relatively consistent with S$13.8 million in FY2023. A total revenue of S$12.9 million was generated from the Group’s investment properties which comprised rental income, while S$0.5 million was from income under the Group’s hotel operations segment.
https://www.ura.gov.sg/Corporate/Media-Room/Media-Releases/pr25-05 https://www.cbre.com.sg/press-releases/cbre-commentary-on-ura-q4-2024-statistics
https://www.travelweekly-asia.com/Destination-Travel/Indonesia-2024-tourism-surge-fuelled-by-Malaysian-love
05
Annual Report 2024
Driven by the progressive fittingout of hotel buildings and the commencement of operations, contribution from our hotel operations segment increased from 1.46% in FY2023 to 3.68% in FY2024. Meanwhile, revenue contribution by investment properties fell by 5.11% from S$13.6 million to S$12.9 million mainly due to loss of rental income from certain investment properties sold during the year.
STREAMLINING OUR CORE COMPETENCIES
In FY2024, we continue to leverage our diversified portfolio which comprises apartment homes, offices, serviced apartments, retail spaces, hotels, as well as integrated hospitality management business, to strengthen our market position.
To enhance our cash position and mitigate losses, we carried out a few disposals of our investment properties which enabled the Group to realise the value of the properties. These also allowed the Group to unlock cash flows, almost doubling the Group’s cash position from approximately S$3.7 million as at 31 December 2023 to approximately S$7.2 million as at 31 December 2024. With more liquidity and working capital, we will be able to invest in other properties with recurring positive yields.
We will continue to maintain a strong balance sheet as we navigate challenges and improve financial performance.
ENVISIONING THE FUTURE
Looking ahead, we remain steadfast and optimistic about the business environment of both the Singapore and Indonesia markets. Though Singapore economy is forecasted to expand at a slower pace of 1.0–3.0% in 2025 as compared to 4.0% in 2024[4] , the Singapore government has continued to increase supply of private housing under the Government Land Sales (“ GLS ”) programme, in view of growing demand and to promote market stability. Property prices in Singapore are anticipated to remain stable with demand at a consistent upward trend.
Furthermore, the Indonesia’s economy remains robust with a 5.0 percent growth in 2024, driven mainly by strong domestic demand[5] . The Ministry of Tourism also announced that Indonesia welcomed 13.9 million foreign tourists in 2024, and aims to draw in up to 16 million foreign arrivals by 2025[6] . Efforts for local tourism and the mobility of domestic tourists is expected to further contribute to the tourism in Indonesia. We believe that our investments in hotels in Bekasi, West Java, Indonesia will benefit from the surge in both inbound and domestic tourism in the coming years.
The Group will continue to exercise prudence in cash flow management by adopting cost-savings initiatives and deferring non-essential capital expenditure. We will explore strategic partnerships that enhance our market position, as we believe that the demand for quality residential, commercial, and mixed-use developments in Singapore remains robust. We will also remain cautious when seeking accretive land and investments locally and abroad, as we deliver long-term value to our stakeholders.
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gross profit $13.2 million
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investment properties fair valuation
$321.2 million
https://www.mti.gov.sg/Newsroom/Press-Releases/2025/02/MTI-Maintains-2025-GDP-Growth-at-1-to-3-Per-Cent https://www.reuters.com/markets/asia/indonesias-q4-gdp-5-line-with-poll-forecast-2025-02-05/ https://www.traveldailymedia.com/indonesia-ministry-of-tourism-reveals-targets-for-2025/
06 Pollux Properties Ltd
Chairman’s Statement
— Continued
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IN APPRECIATION
At this juncture, I would like to take this opportunity to welcome our new Independent Director Mr. Ivan Kanel to the Board. We believe that his wealth of knowledge and rich experience will bring great contribution to the Group.
At the same time, I would also like to thank my fellow Board members and express my gratitude to our dedicated team, whose hard work and commitment have driven us forward. I also extend my heartfelt appreciation to you, our shareholders, for your unwavering support and confidence.
As we enter another year of uncertainty, we will stay resilient in light of difficulties and continue to leverage our strong foundations to overcome any challenges ahead.
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PHUA CHER CHEW
Non-Executive and Independent Chairman
Together We Build Excellence
Our Commitment
The pursuit of excellence and perfection are embedded into everything we do.
We build the future through confidence and trust.
We build lasting impressions, long-term value and peace of mind.
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We build excellence and perfection through our people.
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OUR VISION
To be the premier multi-national real estate group that shapes the future of real estate and hospitality in the region.
OUR MISSION
To create, invest in, manage, and operate innovative landmark developments and businesses that deliver perennial value to the community and achieve sustainable higher returns to our shareholders.
08 Pollux Properties Ltd
Corporate Structure
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Pollux Properties Ltd.
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----- Start of picture text -----
100% 100% 100% 100% 100% 100% 100% 50%
Pollux Luban Kovan Stirling Emerald Diamond Sapphire Pollux
Alpha Investments Properties Fort Investments Investments Investments Botero
Investments Pte. Ltd. Pte. Ltd. Capital (SG) (SG) (SG) Pte. Ltd.
Ltd. Pte. Ltd. Pte. Ltd Pte Ltd Pte Ltd
2 Retail Pavilion
Shops at Square
Public
Mansion
100%
PT.
Tinifia Investment Boulevard PT. Mitra Pollux
100% Pte. Ltd. 100% Investasi
Residences Investasi Treasures
MacDonald Pte. Ltd. 99.9% Abadi 99.9% Cemerlang 0.1% Pte. Ltd.
Sukses
House
Richmond View 54 Rooms 178 Rooms
Bvlgari Park 4 Star Hotel 4 Star Hotel
100% Investment Pte. Ltd. 100%
Residences
St.Regis Residences Pte. Ltd. 0.1%
(1 Unit)
Orchard Residence Peninsula Park
PT. Sumber
100% Investment Pte. Ltd. 100% Residences Pte. Ltd.
Makmur
The Orchard Residences Louis Kienne Serviced 0.1% Investasi 99.9%
(1 Unit) Residences
Savers 72 Rooms
100% Investment Ltd. Giorgio 4 Star Hotel
100%
Residences
The Suites @ Central Pte. Ltd.
(3 Units)
Symbianta
100% Worldwide Inc.
The Suites @ Central
(3 Units)
Cherimoya
100%
Worldwide
Corporation
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Annual Report 2024 09
Board of Directors
Mr. Phua Cher Chew
Non-Executive & Independent Chairman
Mr. Phua, 51, is the Chairman of the Board of Directors and has been an Independent Director of the Company since 26 July 2021 and 31 May 2021 respectively. He is a member of the Audit Committee and Remuneration and Nominating Committee. Mr. Phua is currently the Chief Executive Officer of Technopals Pte Ltd.
Mr. Phua’s extensive leadership experience includes his appointment as the Executive Director and Chief Executive Officer of Amcorp Global Limited (formerly known as TEE Land Limited). He has over 10 years of experience in the real estate industry involving corporate strategy, real estate development, business development and portfolio acquisitions.
Mr. Phua holds a Bachelor of Business (Marketing) from Central Queensland University and a Diploma in Accounting from Singapore Polytechnic. He is also a member of Singapore Institute of Directors.
Mr. Ivan Kanel
Independent Director
Mr. Ivan Kanel, 45, has been an Independent Director of the Company since 16 August 2024. He is the Chairman of the Audit Committee and a member of the Remuneration and Nominating Committee. Ivan Kanel is a managing partner at Kanel & Rekan (KNR) which is a member of PrimeGlobal, an association of advisory and accounting firms, as well as the founder of Indonesia Global Law Firm, KJA SK & Co, PT Prodigi Konsultan, PT Analis Advis Indonesia, and PT Asia Global Investasi. Ivan Kanel is also the commissioner of PT Mahakarya Cipta Sentosa.
With over 20 years of experience in Indonesian tax, accounting, business & management advisory, investment, and auditing, Ivan holds numerous professional certifications and is an active member of several professional organisations. He is also a Member of International Business & Networking at the Institute of Indonesia Chartered Accountants since 2023. Additionally, Ivan serves as a lecturer at Tarumanagara University.
Mr. Brian Praneda
Independent Director
Mr. Praneda, 49, has been an Independent Director of the Company since 31 December 2021. He is the Chairman of the Remuneration and Nominating Committee and a member of the Audit Committee. He has over 10 years of work experience in legal advisory and litigation. His areas of expertise include corporate and commercial law and initial public offerings. Currently, he serves as the Managing Director of Praneda & Partners Law Firm.
Mr. Praneda received his Bachelor of Law from Sriwijaya University, South Sumatra and is a member of the Indonesia Bar Association. He is an Independent Commissioner of PT. Pollux Hotel Groups Tbk, PT. Pollux Properties Indonesia Tbk and PT. Aesler Grup Internasional Tbk.
Mr. Nico Purnomo Po
Executive Director and Chief Executive Officer
Mr. Nico, 44, was appointed to the Board on 27 October 2023. He is also the Chief Executive Officer of the Company. He is responsible for the management and operation of the Group as well as the implementation of the Group’s strategies and policies. He continues to provide strong leadership and strategic vision for the Group’s portfolio of businesses. Currently, he leads and oversees the Group’s operations both locally and regionally.
Mr. Nico holds a Bachelor’s degree in Computing from National University of Singapore in 2003. He does not hold any directorship in other listed companies whether in or outside Singapore.
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10 Pollux Properties Ltd
Financial & Operations Review
Revenue
The Group’s revenue comprised income from rental income and income under the hotel operations segment. The total revenue of S$13.4 million in FY2024 is relatively consistent with S$13.8 million in FY2023. In current financial year, a total revenue of S$12.9 million and S$0.5 million was generated from the Group’s investment properties and hotel operations segments respectively.
Cost of sales and Gross profit
The Group’s cost of sales increased by 284% from S$0.04 million in FY2023 to S$0.15 million in FY2024 which was mainly due to the cost of sales incurred to operate the hotels. Correspondingly, the Group’s gross profit decreased by 3.8% from S$13.75 million in FY2023 to S$13.23 million in FY2024.
Interest income
Interest income of S$0.13 million in FY2024 mainly pertains to interest received from fixed deposits placed in bank, which increased by 491% from S$0.02 million in FY2023 to S$0.13 million in FY2024 due to higher placement in fixed deposit and bank interest earned from the increased bank balances.
Other income
Other income decreased by 40% from S$0.77 million in FY2023 to S$0.46 million. The other income in FY2024 mainly pertains to income earned from early termination of tenancy in one of our investment properties. In FY2023, the other income of S$0.77 million mainly consists of net fair valuation gain on investment properties of S$0.42 million, reversal of provision of liquidated damages and provision of project cost amounting to S$0.31 million and income obtained from government grants of S$0.03 million which were not recognised in FY2024.
The revenue contribution by the hotel operations segment increased from 1.46% in FY2023 to 3.68% in FY2024 which was primarily driven by the progressive fittingout of hotel buildings, enabling the hotels to begin operations during FY2024. The decrease in revenue contribution by the investment properties by 5.11% from $13.6 million to $12.9 million was mainly due to loss of rental income from certain investment properties sold during the year.
Other expenses
Other expenses amounting to S$0.44 million was recognised in FY2024 which pertains to net fair valuation loss on investment properties.
Marketing and distribution expenses
Marketing and distribution expenses of S$0.40 million included marketing efforts for rental leases and third-party commissions paid to property agents in FY2024. The marketing and distribution expenses increased by 486% from S$0.07 million in FY2023 to S$0.40 million mainly due to the increase in third-party commissions paid for sale of the Group’s investment properties.
General and administrative expenses
General and administrative expenses of $5.13 million in FY2024 included foreign exchange differences, staff costs, depreciation expenses, professional fees, directors’ fees and office expenses. The general and administrative expenses increased by 21% from S$4.25 million in FY2023 to S$5.13 million mainly due to the depreciation of the Indonesian Rupiah against the Singapore Dollar and the increase in property tax of our investment properties.
11
Annual Report 2024
Overview in FY2024
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NET PROFIT AFTER TAX
(S$’M)
$0.40
REVENUE (S$’M) million
GROSS PROFIT (S$’M) $13.38
million
$13.23
million
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12 Pollux Properties Ltd
Financial & Operations Review — Continued
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NET ASSETS
(S$’M)
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$208.30 million
Finance costs
Finance costs decreased by 12.4% from S$7.62 million in FY2023 to S$6.67 million in FY2024 due to the lower interest rates charged by banks during FY2024. The Group’s loans are denominated in Singapore Dollars. During FY2024, the interest rates of the bank loans ranged from 3.54% to 6.56% (FY2023: 4.70% to 7.05%).
Share of results of a joint venture, net of tax
The share of loss from a joint venture increased by 602% from S$0.04 million in FY2023 to S$0.25 million in FY2024 mainly due to loss recognised from the two retail units disposed by the joint venture company during the financial year.
Income tax expense
The income tax expenses of S$0.07 million decreased by 11% from S$0.59 million in FY2023 to S$0.52 million in FY2024 mainly due to the lower taxable income.
As a result of the above, the Group recorded a net profit of S$0.40 million in FY2024 as compared to S$1.97 million in FY2023.
STATEMENT OF FINANCIAL POSITION
The financial position of the Group remained strong with net assets of $208.30 million as at 31 December 2024. The Group’s cash and cash equivalents stood at $7.19 million as at 31 December 2024 as compared to $3.75 million as at 31 December 2023.
Assets
The Group’s total assets stood at $360.90 million as at 31 December 2024 as compared to $373.69 million as at 31 December 2023. The decrease of $12.79 million in total assets was mainly due to (i) a decrease of $23.23 million in investment properties mainly due to investment properties sold, reclassification to assets held for sale and net fair value loss recognised during FY2024; (ii) a decrease of $0.50 million in investment securities due to the return of capital on liquidation of unquoted equity securities, which were partially offset by (a) an increase of S$3.44 million in cash and cash equivalents mainly from the net proceeds received after repaying the loans of investment properties disposed, and (b) the reclassification to assets held for sale in relation to investment properties of S$7.50 million.
Liabilities
The Group’s total liabilities stood at $152.59 million as at 31 December 2024 as compared to $165.77 million as at 31 December 2023. The decrease in total liabilities of $13.18 million was mainly due to (i) a reduction of loans and borrowings of $11.62 million as a result of the monthly repayments and proceeds from the disposal of investment properties used to settle the outstanding balances of the related loans; (ii) a decrease in amount due to related parties of $0.72 million; (iii) a decrease of $1.19 million in rental received in advance, which were
partially offset by an increase in trade payables of $0.35 million.
As at 31 December 2024, the Group’s current liabilities exceeded its current assets by $11,925,521 (31 December 2023: current liabilities exceeded its current assets by $20,150,223). The reduction of the Group’s net current liability position as at 31 December 2024 as compared to 31 December 2023 was mainly due to (i) the repayment of loans and borrowings classified as current liabilities using the proceeds from the disposal of investment properties during FY2024, (ii) the increase in cash and cash equivalents and (iii) the recognition of the assets held for sale.
CONSOLIDATED CASH FLOW STATEMENT
The Group’s cash and cash equivalents increased by $3.44 million mainly due to the following:
-
1) Net cash flows generated from operating activities of $7.42 million were mainly due to (i) profit generated before tax and operating cash flows before changes in working capital; (ii) an increase in trade payables, and (iii) an increase in other payables and accruals, which were partially offset by (iv) an increase in trade and other receivables; and (v) a decrease in rental received in advance;
-
2) Net cash flows generated from investing activities of $15.05 million were mainly due to (i) proceeds from disposal of investment properties and (ii) proceeds from return of capital from unquoted equity securities; and
-
3) Net cash flows used in financing activities of $19.04 million were mainly due to (i) repayment of loans and borrowings to financial institutions, (ii) interest paid relating to loans and borrowings and (iii) repayment of advance to related parties.
13
Annual Report 2024
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Property Investment (S$’m)
13.74 13.59 12.89
9.05
6.71
9M2020 FY21 FY22 FY23 FY24
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5 Years Revenue By Business Segments (S$’m)
| Property Investment Property Development Fund Management Hotel Operations Total |
9M2020 6.71 - 0.07 - 6.78 |
FY21 9.05 - 0.08 - 9.13 |
FY22 13.74 - 0.06 - 13.80 |
FY23 FY24 |
|---|---|---|---|---|
| 13.59 12.89 |
||||
| - - |
||||
| - - |
||||
| 0.20 0.49 |
||||
| 13.79 13.38 |
5 Years Gross Profit By Business Segments (S$’m)
| Property Investment Property Development Fund Management Hotel Operations Total |
9M2020 5.64 - 0.07 - 5.71 |
FY21 7.59 - 0.08 - 7.67 |
FY22 12.31 - 0.06 - 12.37 |
FY23 13.59 - - 0.16 13.75 |
FY24 |
|---|---|---|---|---|---|
| 12.89 | |||||
| - | |||||
| - | |||||
| 0.34 | |||||
| 13.23 |
14 Pollux Properties Ltd
Corporate Social Responsibility
We are committed to engaging with our value chain to incorporate innovative practices to reduce our carbon footprint.
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AT POLLUX, WE MINIMISE THE ENVIRONMENTAL IMPACT INTEGRAL TO OUR OPERATIONS.
ENVIRONMENT MANAGEMENT
At Pollux, we are committed to engaging with our value chain to incorporate innovative practices to reduce our carbon footprint. We aim to be a responsible partner in the communities we operate and are dedicated to mitigating our environmental impact. We monitor and track energy efficiency and carbon emissions across our major operating assets and adopt energy reduction strategies and initiatives. The efficient use of environmental resources contributes to the functioning efficiency and long-term sustainability of the Group. We will continue to ensure that operations are conducted to comply with best practices, environmental standards and legislation.
-
Waste minimisation
-
Efficient management and use of resources
-
Maintaining energy efficiency correlated to business growth
By integrating environmental considerations in our business decisions, we minimise the environmental impact integral to our operations. Our environmental initiatives include maintaining energy efficiency correlated to business growth, reducing carbon emissions, waste minimisation and efficient management and use of resources. We maintain our properties in accordance to guidelines set by local building authorities and continue to uphold our environmental commitments. By actively seeking to minimise our carbon footprint, we focus on reducing waste at the source before considering repurposing or recycling.
Reducing the environmental impact of our operations plays an important role of becoming a more sustainable organisation. The Group continues to identify and review material environmental topics that are most relevant to its operations and industry. We will continue to stay updated with the developing sustainability reporting standards and regulatory compliance requirements.
15
Annual Report 2024
ORGANISATIONAL AND RELATIONSHIP MANAGEMENT
Pollux recognises that fair, diversified and inclusive employment practices are crucial in ensuring a supportive workplace environment. At Pollux, we highly encourage a workplace culture that embraces diversity and meritbased employment. Fair employment, training and education, occupational, health and safety of our employees are core pillars which are fundamental to the Group’s sustainable growth.
With the end of Covid-19 endemic situation, Pollux continues to maintain safe and healthy working conditions for its employees. Pollux has complied with the Singapore Government’s Safe Management Measures and timely communication of government advisories internally. We support the health and wellness of our employees and recognise that employees require varied types of support. We aim to provide a tailored work environment that contributes to the well-being of our staff. Our efforts include flexible working arrangements and a supportive non-discriminatory workplace environment. We are committed to maintaining a culture of inclusion, involvement and fairness as our employees continue with remote working arrangements and interactions.
The Group actively engages its staff through various channels for effective flow of key information. In addition to physical meetings, regular virtual communication sessions allow management to interact and engage with staff on a timely basis. The Group’s code of conduct and established policies remain readily available to all employees. Our staff have signed employment contracts with transparent and clear employment terms. All employees are required to conduct themselves at the highest ethical level and the Group adopts a zero-tolerance stance against all forms of bribery and corruption, unethical labour practices, encompassing child labour, forced labour, slavery, and human trafficking across all our operations. We practice an open-door policy where staff may raise their concerns directly to management relating to any aspect of their employment. Whistle blowing policy and procedures are made accessible to all staff and external stakeholders. Pollux strives to fulfil the needs and rights of all employees in accordance to applicable laws and regulations.
Our people are the foundation to the Group’s successes. Our recruitment practices adhere to the Group’s guidelines of a diversified and inclusive workplace. As Pollux continues to grow, it is important that our functional competencies reflect current business needs. Sustainable human capital management is essential and we provide opportunities for employees to upgrade their competencies through training programmes and seminars.
CORPORATE GOVERNANCE AND RISK MANAGEMENT
Pollux commits to promoting board diversity and acknowledges the benefits of a diverse boardroom. A diverse board allows the Group to benefit from all available perspectives while fostering innovation and creativity.
The integration of corporate governance and sustainability enables long-term value creation and sustainable growth. The Board and management remain steadfast in balancing the interests of our stakeholders, compliance with applicable laws and regulations and impact on the environment. We recognise that good corporate governance polices coupled with sound risk management practices are present in an effective and prudent Board. Our culture of compliance and ethical business conduct remain pillars of our sustainable business model. We seek to pursue a holistic approach that balances shareholder’s returns and environment concerns.
We will continue to evaluate our current governance practices and risk management frameworks to ensure that emerging issues are addressed and managed adequately. We are fully committed to upholding the highest standards of corporate governance and business integrity in all our business activities.
16 Pollux Properties Ltd
Corporate Information
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Board of Directors
Phua Cher Chew Non-Executive & Independent Chairman
Nico Purnomo Po
Executive Director & Chief Executive Officer
Ivan Kanel Independent Director
Brian Praneda Independent Director
Audit Committee
Ivan Kanel (Chairman) Phua Cher Chew Brian Praneda
Remuneration and Nominating Committee
Brian Praneda (Chairman) Ivan Kanel Phua Cher Chew
Company Secretary
Shirley Tan Sey Liy (MSc Mgmt (Hons) (UCD), FCS, FCG)
Registered Office
40A Orchard Road, MacDonald House, #M_02, Singapore 238838 Tel: +65 6922 0333 Fax: +65 6922 0338 Email: [email protected]
Bankers
United Overseas Bank Limited Oversea-Chinese Banking
Corporation Limited Maybank Singapore Limited DBS Bank Ltd PT Bank National Nobu Tbk PT Bank Central Asia Tbk
Share Registrar and Share Transfer Office
B.A.C.S. Private Limited 77 Robinson Road, #06-03 Robinson 77, Singapore 068896
Auditors
Foo Kon Tan LLP 1 Raffles Place #04-61/62, One Raffles Place, Tower 2, Singapore 048616
Partner-in-charge: Chan Ser
Date of appointment: From financial year ended 31 December 2023
Sponsor
Novus Corporate Finance Pte. Ltd. 7 Temasek Boulevard #04-02 Suntec Tower 1 Singapore 038987
17
Annual Report 2024
Corporate Governance Report
Pollux Properties Ltd. (the “ Company ”) and its subsidiaries (collectively, the “ Group ”) are committed to maintaining a high standard of corporate governance within the Group, so as to ensure greater transparency and protection of shareholders’ interests. The Group supports the spirit of the Code of Corporate Governance 2018 (the “ Code ”) and the accompanying Practice Guidance, whilst also recognising that it needs to develop and maintain its own corporate governance processes to meet its specific business needs.
year ended 31 December 2024 (“ FY2024 ”), with specific reference made to each of the principles of the Code pursuant to Rule 710 of the Listing Manual – Section B: Rules of Catalist (the “ Catalist Rules ”) of the Singapore Exchange Securities Trading Limited (the “ SGX-ST ”). The board of directors (the “ Board ” or the “ Directors ”) of the Company confirms that, for FY2024, the Group has adhered to all principles set out in the Code. Where there were any deviations from any provisions of the Code, appropriate disclosures and explanations for the deviations and how the practices adopted are consistent with the intent of the relevant principles are provided in this report.
BOARD MATTERS
The Board’s Conduct of Affairs
Principle 1: The Company is headed by an effective Board which is collectively responsible and works with the Management for the long-term success of the company.
Role of the Board
The primary role of the Board is to protect and enhance long-term value and returns for the shareholders. The Board approves the Group’s strategic plans, key business initiatives, major investments and funding decisions, and ensures the business affairs of the Group are effectively managed and conducted by the management of the Company (the “ Management ”).
The Board has adopted internal guidelines for cheque signatories and approval of capital and operating expenditures to optimise operational efficiency. Additionally, the Board has direct responsibility for decision-making in respect of the following:
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(a) providing entrepreneurial leadership, setting the strategic directions and goals of the Company and ensuring that adequate resources are available to meet these objectives;
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(b) establishing a framework of prudent and effective controls which enables risks to be assessed and managed, including safeguarding of shareholders’ interests and the Company’s assets;
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(c) overseeing and monitoring the management and affairs of the Company;
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(d) monitoring and reviewing the Management’s performance towards achieving organisational goals;
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(e) overseeing the evaluation of the adequacy and effectiveness of financial reporting, internal controls and risk management frameworks;
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(f) monitoring the financial performance of the business including approval of release of the annual and interim financial reports and interested person transactions;
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(g) identifying the key stakeholder groups and recognising that their perceptions affect the Company’s reputation;
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(h) ensuring accurate and timely reporting to, and communication with shareholders;
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(i) ensuring the Company’s compliance with laws, regulations, policies, directives, guidelines and internal code of conduct;
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(j) determining and setting the Company’s values and standards, including ethical standards, and ensuring consistency with the culture as well as ensuring that obligations to shareholders and other stakeholders are understood and met; and
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(k) considering sustainability issues, including environmental and social factors, in the formulation of the Company’s strategies.
The Board has in place a code of conduct and ethics, which sets an appropriate tone-from-the-top and desired organisational culture and ensures proper accountability within the Company. Directors exercise due diligence and independent judgement in dealing with the business affairs of the Group. They are always obliged to act in good faith, objectively discharge their fiduciaries duties and responsibilities, and take objective decisions in the interests of the Company. Directors who are in any way, directly or indirectly, interested in a transaction or proposed transaction have to declare the nature of their interests in accordance with the provisions of the Singapore Companies Act 1967 (the “ Companies Act ”).
The Board holds the Management accountable for performance. The Board has adopted a set of ethical values and standards which establish the fundamental principles of professional and ethical conduct expected of the Directors in the performance of their duties. It includes guidelines on matters relating to conflicts of interest. When an actual, potential and perceived conflict of interest arise, the concerned Director must disclose such interest, recuse himself or herself from discussions and decisions involving the matter, unless the Board is of the opinion that his/her presence and participation is necessary to enhance the efficacy of such discussion. Nonetheless, he/ she is to abstain from voting in relation to the conflict-related matters.
The Company has adopted internal guidelines governing matters that require the Board’s approval, and clear directions have also been given to the Management on the following matters which must be approved by the Board:
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(a) material acquisition and disposal of assets/investments;
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(b)
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(c)
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(d) policies and procedures, delegation of authority matrix, code of conduct and business ethics;
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(e) nomination of directors and appointment of key executives; and
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(f) interested persons transactions.
All relevant information on material events and transactions will be circulated to the Directors as and when they arise.
To facilitate effective management and without abdicating the Board’s responsibility, certain functions of the Board have been delegated to various Board committees (“ Board Committees ”). The Board is assisted by an Audit Committee (“ AC ”) as well as a Remuneration and Nominating Committee (“ RNC ”), each of which functions are clearly defined in their respective terms of reference and operating procedures as set out in the various principles and provisions in this report, which are reviewed by the Board on a regular basis. The RNC and AC comprise Non-Executive Directors, all of whom including the Chairman of each Board Committee, are independent.
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Board Meetings and Meetings of Board Committees
Group’s half-year and full-year financial results. Additional meetings of the Board may be held as and when circumstances require. The Constitution of the Company (the “ Constitution ”) allows meetings of the Board and Board Committees to be conducted by way of teleconference and videoconference. The Directors normally set dates of the meetings of the Board and Board Committees well in advance.
meeting held in FY2024 are set out below:
| Name of Director/ Meeting Tan Lye Heng Paul(1) Phua Cher Chew Brian Praneda Nico Purnomo Po Ivan Kanel(2) |
Board No. of Meetings Attendance 2 1 2 2 2 2 2 2 2 N.A. |
Audit Committee No. of Meetings Attendance 2 1 2 2 2 2 N.A. N.A. 2 N.A. |
Remuneration and Nominating Committee No. of Meetings Attendance 1 1 1 1 1 1 N.A. N.A. 1 N.A. |
Annual General Meeting | Annual General Meeting |
|---|---|---|---|---|---|
| No. of Meetings 2 2 2 2 2 |
No. of Meetings 2 2 2 N.A. 2 |
No. of Meetings 1 1 1 N.A. 1 |
No. of Meetings 1 1 1 1 1 |
Attendance | |
| 1 1 1 0 N.A. |
Notes:
(1) Mr. Tan Lye Heng Paul retired as the Independent Director on 21 June 2024. Accordingly, he had ceased to be the Chairman of the Audit Committee and member of Remuneration and Nominating Committee.
(2) Mr. Ivan Kanel was appointed as the Independent Director on 16 August 2024.
The Directors are required to declare their board representations. Annually, the NC reviews the multiple board representations and other principal commitments held by the Directors, and will consider whether the Director is able to adequately carry out his director’s duties, to ensure that sufficient time and attention are given to the affairs of the Company. Based on the attendance and the contributions of Directors at the meetings of the Board and Board Committees, it was satisfied that sufficient time and attention were given by all Directors to participate all the meetings held during FY2024.
report containing complete, adequate and timely information prior to Board meetings as well as a report of the Group’s ongoing activities. In addition to the business plans submitted to the Board for approval, the Board is provided with board papers and related materials in respect of the Group’s financial, business, performance, position and prospects as and when requested so as to enable the Directors to be properly briefed on the matters to be considered at the Board and Board Committees meetings and to make informed decisions.
The Management will also keep the Board apprised of material variances between the actual results, corresponding period of the last financial year and the budget with appropriate explanation on such variances.
The Board, the Board Committees and every Director have separate and independent access to the Management and are entitled to request for additional information as needed to make informed decisions. The appointment and removal of the Company Secretary is a matter for the Board to decide as a whole.
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The Directors may, separately and independently, seek independent professional advice as and when necessary, in furtherance of their duties. The appointment of such professional advisers is subject to approval by the Board. Any cost of obtaining such professional advice will be borne by the Company.
In addition, all Directors have separate and independent access to the Company Secretary. The Company Secretary attends all meetings of the Board and Board Committees and prepares minutes of meetings of the Board and of the Board Committees which are circulated for review. The Company Secretary is also responsible for ensuring that Board procedures and all other rules and regulations applicable to the Company are followed and advises the Board of the requirements of the Company’s Constitution, the Companies Act and the Catalist Rules.
Training and Development of Directors
Newly appointed Directors will be issued a formal letter by the Company Secretary setting out their statutory duties and obligations as a Director upon their appointment.
The Management will organise orientation programmes for new Directors to familiarise them with the Group’s operations and business issues as well as the relevant regulations and governance requirements. In accordance with Catalist Rule 406(3)(a), the RNC will ensure that newly appointed Directors who do not have prior experience as a director of a publicly listed company in Singapore attend the mandatory training in the roles and responsibilities of a director as prescribed by the SGX-ST within one year from the date of their appointment at the Company’s expense. On 13 March 2024, Mr. Nico Purnomo Po had completed the mandated sustainability training course as required by the enhanced SGX sustainability reporting rules announced in December 2021.
Following the appointment of Mr. Ivan Kanel on 16 August 2024, who does not have prior experience as a director of a publicly listed company in Singapore, has on 11 March 2025 completed the training courses, namely, (1) LED 1 – Listed Entity Director Essentials and (2) LED 9 – Environmental, Social & Governance Essentials organised by Singapore Institute of Directors, and will complete the other training courses within one year from the date of his appointment (i.e. by 15 August 2025) in accordance with Catalist Rule 406(3)(a). Accordingly, all Board members have completed the sustainability training prescribed by the SGX-ST.
The Company provides timely information to the Directors on Board’s processes, corporate governance practices and updates on changes to laws and regulations. The Directors are also encouraged to keep themselves abreast of the latest developments relevant to the Company or themselves as Directors. Where necessary, the Directors will be updated on new legislation and/or regulations and changing commercial risks, from time to time, which are relevant to the Group. News releases issued by the SGX-ST and Accounting and Corporate Regulatory Authority (“ ACRA ”) which are relevant to the Directors are circulated to the Board. The Directors are kept informed of upcoming conferences and seminars relevant to their roles as Directors of the Company. Such conferences and seminars as well as other training courses will be arranged and funded by the Company for all Directors. Annually, the external auditors will update the AC and the Board on any new and revised financial reporting standards which are relevant to the Group.
During the period under review, Directors are provided with briefings and updates (i) on the developments in financial reporting and governance standards by the external auditors; (ii) on changes to the listing rules and other regulatory requirements on a regular basis; and (iii) on changes in the relevant laws and regulations pertaining to the Group’s business and changing commercial risks and business conditions of the Group by the Management on a monthly basis and during the meetings of the Board and Board Committees.
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Board Composition and Guidance
Principle 2: The Board has an appropriate level of independence and diversity of thought and background in its composition to enable it to make decisions in the best interests of the company.
As at the end of FY2024 and the date of this report, the Board comprises four (4) Directors, three (3) of whom are Independent Directors. In accordance with Provision 2.3 of the Code, the Board comprises three (3) Non-Executive Directors which makes up a majority of the Board. Details of the Directors are as set out below:
| Name of Director Nico Purnomo Po Brian Praneda Phua Cher Chew Ivan Kanel |
Position held on the Board and Board Committees served on (if any) Executive Director and CEO Director, Chairman of RNC and member of AC Chairman of the Board, member of AC and RNC Director, Chairman of AC and member of RNC |
Board appointment whether executive, non-executive or independent Executive Non-Executive/ Independent Non-Executive/ Independent Non-Executive/ Independent |
Date of frst appointment 27 October 2023 31 December 2021 31 May 2021 16 August 2024 |
Date of last re-election |
|---|---|---|---|---|
| 21 June 2024 27 April 2022 27 April 2023 N/A |
out in the “Board of Directors” and “Directors’ Statement” sections of this annual report respectively.
The Board and the RNC remain committed to continuously reviewing the adequacy of the composition of the Board and ensuring that at all times, the Board is in compliance with Principle 2 of the Code. The independence of the Directors is reviewed annually by the RNC. The RNC adopts the Code’s definition as to what constitutes an Independent Director in its review. The RNC and the Board have reviewed and ascertained that all Independent Directors are independent according to the Code, its Practice Guidance and Catalist Rule 406(3)(d) and note that:
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(a) the Independent Directors: (i) are not employed by the Company or any of its related corporations for the current or any of the past three (3) financial years; (ii) do not have an immediate family member who is employed or has been employed by the Company or any of its related corporations in the current or any of the past three (3) financial years, and whose remuneration is determined by the RNC; and (iii) has not been a director of the Company for an aggregate period of more than nine (9) years (whether before or after listing);
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(b) none of the Independent Directors or their immediate family member had in the current or immediate past financial year (i) provided or received material services or significant payments to and/or from the Group when aggregated over any financial year in excess of S$50,000 for services other than compensation for board service; or (ii) was a substantial shareholder, partner, executive officer or a director of any organisation which provided or received material services or significant payments to and/or from the Group when aggregated over any financial year in excess of S$200,000 for services rendered; and
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(c) none of the Independent Directors are directly associated with a substantial shareholder of the Company.
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independence based on the guidelines as set out in the Code and the Catalist Rules. The Independent Directors have confirmed that they do not have any relationship with other Directors, the Company or its related corporations or its officer or its substantial shareholders, that could interfere, or be reasonably perceived to interfere with the exercise of their independent business judgement with a view to the best interests of the Company. The Independent Directors have also confirmed their independence in accordance with the Catalist Rules. Taking into consideration the RNC’s review and the confirmations received from the Independent Directors, the Board is of the view that Mr. Phua Cher Chew, Mr. Brian Praneda and Mr. Ivan Kanel are independent.
The Company had adopted a Board Diversity Policy pursuant to Catalist Rule 710A. The Company recognises and embraces the importance of diversity towards a well-functioning and effective Board. The Company believes that having a diversity of skill sets, knowledge, experience, nationalities, ethnicity, age, cultural background and educational background among other relevant qualities in the Board’s composition is essential for the effective governance of the Company. Such diversity will ultimately benefit the Board’s ability to make decisions in the best interests of the Company. Such diversity will also foster constructive debate and allow the Board to avoid groupthink.
The RNC is responsible for reviewing and assessing Board composition on behalf of the Board, and for recommending the appointment of new directors. In doing so, the RNC will consider all the previously mentioned qualities in identifying and nominating suitable candidates to the Board, having regard to the optimum composition of the Board and how the diversity of qualities can be balanced appropriately. Although all Board appointments will ultimately be made based on merit and objective criteria, the Board will have due regard to the benefits of diversity and how a diversity of skills, experience, knowledge and independence can be complementary.
a new Director with particular skills, the RNC, in consultation with the Board, will determine the selection criteria and select candidates with the appropriate expertise and experience for the position. The RNC will then nominate the most suitable candidate for appointment by the Board to the Company.
The Board Diversity Policy also recognises gender as an important aspect of diversity. As such, if external search consultants are used to search for candidates for Board appointments, the brief will include a requirement to also present female candidates. Currently, the Board does not have any female director and the Board targets to appoint a female director to the Board by FY2027. The Board is seeking and will continue to explore opportunities to appoint a female director, and the RNC will request for female candidates to be fielded for consideration when seeking to identify a new director for appointment for the Board.
skills, experience, cultural background and nationalities of its current directors. In addition, the Board consists of Directors with ages ranging from early 40s to late 50s, who have served on the Board for different tenures. The Board and the RNC are also satisfied that the current Board as a group has the appropriate balance and mix of core competencies in accounting and finance, legal, business and management experience, industry knowledge, strategic planning experience and customer-based experience or knowledge to allow for diverse and objective perspectives on the Group’s business and directions. The RNC will assess the Board composition from time to time to ensure that this mix of core competencies is maintained within the Board and enhanced where required.
In addition to applying the Board Diversity Policy, the RNC will monitor its implementation and the Company’s progress against the objectives set in the Board Diversity Policy. The RNC shall report to the Board on the progress made towards achieving board diversity on an annual basis.
The RNC will review the Board Diversity Policy periodically, where appropriate, in order to ensure its effectiveness, and will recommend appropriate revisions to the Board for consideration and approval.
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The Board and the RNC have considered and are satisfied that the current size of the Board of four (4) Directors is appropriate, taking into consideration the existing nature and scope of the operations of the Group. The Non-Executive Directors provide, amongst other things, strategic guidelines to the Company based on their professional knowledge and experience. They constructively challenge and help develop directions on strategy and review the performance of the Management in achieving agreed targets and objectives.
To facilitate a more effective check on the Management, the Independent Non-Executive Directors are encouraged to arrange for meetings without the Management being present at times deemed necessary. The Independent Directors are encouraged to meet amongst themselves at least once a year without the presence of the Management and the Executive Director of the Board to, amongst others, discuss and evaluate the performance of the Management as well as the remuneration of the Executive Director and the key executive personnel. The feedback and views expressed by the Independent Directors will be communicated to the Board. The Independent Directors had met at least once in FY2024, without the presence of the Management so as to facilitate a more effective check on the Management.
In general, the Board is able to exercise objective judgment independently from the Management and no individual or small group of individuals dominates the decision-making of the Board.
Principle 3: There is a clear division of responsibilities between the leadership of the Board and Management, and no one individual has unfettered powers of decision-making.
Mr. Phua Cher Chew is currently the Non-Executive and Independent Chairman of the Board while Mr. Nico Purnomo Po is the CEO of the Company. There is no familial relationship between the Chairman and the CEO. There is a clear division of roles and responsibilities between the Non-Executive and Independent Chairman and the CEO. The Non-Executive Independent Chairman leads and manages the business of the Board whilst the CEO and his team of management staff translate the Board’s decisions into executive action. The segregation of the roles and responsibilities of the Chairman and the CEO ensures an appropriate balance of power, increased accountability and greater capacity of the Board for independent decision-making.
The Chairman of the Board, is responsible for:
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(a) leading the Board to ensure its effectiveness on all aspects of its role;
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(b) setting the agenda for the meetings of the Board and instructing the Company Secretary to disseminate it to all Directors before each meeting;
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(c) promoting a culture of openness and debate within the Board;
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(d) ensuring the Board members engage the Management in constructive debate on various matters including strategic issues;
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(e) ensuring that the Directors receive complete, adequate and timely information;
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(f) ensuring effective communication with shareholders;
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(g) facilitating the effective contribution of all directors, in particular, the Non-Executive Directors; and
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(h) continuous pursuance of high standards of corporate governance.
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The CEO is responsible for implementing the Group’s strategies and policies, making strategic and business investment decisions as well as the overall management and performance of the Group. The Board is of the opinion that there is a balance of power and authority within the Board.
In view that the Chairman of the Board is independent, the Board has not appointed a lead independent Director. The Chairman of the Board encourages constructive relations within the Board and between the Board and the Management to facilitate effective contribution of all Directors. The Chairman of the Board is assisted by the Board Committees in ensuring compliance with the Company’s standards of corporate governance. He is available to shareholders when they have concerns and for which contact through the normal channels of communication with the CEO or the Financial Controller* has failed to resolve, or for which such contact is inappropriate.
- Following the resignation of the Financial Controller on 13 November 2024, the Company has not appointed a successor to this position.
Board Membership
Principle 4: The Board has a formal and transparent process for the appointment and re-appointment of directors, taking into account the need for progressive renewal of the Board.
As at the end of FY2024 and the date of this report, the RNC comprises three (3) Non-Executive Directors, all of whom including the Chairman of the RNC are independent. The Chairman of the RNC is not a substantial shareholder of the Company or directly associated with any substantial shareholder of the Company.
The members of the RNC are as follows:
Mr. Brian Praneda – Chairman Mr. Phua Cher Chew Mr. Ivan Kanel
The RNC has written terms of reference setting out its authority and duties, and regulates its procedures and in particular, the calling and frequency of meetings, the notice to be given of such meetings, the voting and proceedings thereat. The Company also maintains records of the deliberations and proceedings of the meetings of the RNC. The key terms of reference of the RNC are as follows:
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(a) the RNC shall comprise not fewer than three (3) Directors, a majority of whom shall be independent;
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(b) the Chairman of the RNC shall be an Independent Non-Executive Director; and
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(c) the Board shall within three (3) months of cessation of a member appoint a new member from the date of cessation so that the number of members of the Board does not fall below three (3) if a member, for any reason, ceases to be a member.
The RNC handles both nominating and remuneration matters of the Company. With regards to nominating matters, the RNC pursuant to its written terms of reference shall:
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(a) establish procedures for and make recommendation to the Board on all Board appointments including appointment, re-appointment and/or replacement of the Chairman of the Board, CEO and key management personnel and re-appointments and on relevant matters relating to the succession plans of the Board;
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(b) review re-nominations, having regard to the Director’s contribution and performance (e.g. attendance, preparedness and participation) including, if applicable, as an Independent Director;
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(c) decide whether the Director is able to and has been adequately carrying out his duties as a Director when the Director has multiple board representations;
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(d) review the independence of the Directors on an annual basis;
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(e) establish procedures for the evaluation of the Board’s performance and propose objective performance criteria, which shall be approved by the Board;
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(f) assess the effectiveness of the Board as a whole and the Board Committees as well as assess the contribution by each individual Director to the effectiveness of the Board;
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(g) identify gaps in the mix of skills, experience and other qualities required in an effective Board and nominate or recommend suitable candidate(s) to fill these gaps;
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(h) ensure that all Board appointees undergo an appropriate induction programme;
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(i) review annually the Board’s structure, size and composition and make recommendations to the Board with regards to any adjustments that are deemed necessary; and
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(j) recommend the appropriate training and professional development programmes for the Board.
The RNC’s role in respect of remuneration matters is separately disclosed under Principle 6 (Procedures for Developing Remuneration Policies).
The RNC is responsible in determining the independence of the Directors having regard to the circumstances set forth in Provision 2.1 of the Code, its Practice Guidance and Catalist Rules 406(3)(d). The RNC conducts an annual review of the Directors’ independence and is of the view that Mr. Brian Praneda, Mr. Phua Cher Chew and Mr. Ivan Kanel are independent.
its related corporations or its officer or its substantial shareholders, that could interfere, or be reasonably perceived to interfere with the exercise of their independent business judgement with a view to the best interests of the Company as disclosed under Principle 2 of the Code.
Currently, none of the Directors hold an excessive number of board representations. Nonetheless, the Board has set the maximum number of listed company board representations each Director may hold to be five (5). When a Director has multiple board representations and other principal commitments, the RNC also considers whether or not the Director is able to and has adequately carried out his duties as a Director of the Company after taking into consideration their competing time commitments, attendance and contributions at the meetings and the nature of the Group’s operations and size. The RNC is satisfied that sufficient time and attention has been given by the Directors to the affairs of the Company, notwithstanding that some of the Directors have multiple board representations and other principal commitments.
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The listed company directorships and principal commitments* of the Directors are set out in the table below:
| Name of Directors Executive Director Nico Purnomo Po Independent Directors Phua Cher Chew Brian Praneda Ivan Kanel |
Listed Company Directorships Pollux Properties Ltd Pollux Properties Ltd – – – – – Pollux Properties Ltd – – – – Pollux Properties Ltd – – – – – |
Principal Commitments* |
|---|---|---|
| Executive Director, CEO Director of: Luban Investments Pte Ltd Tinifa Investment Pte Ltd Richmond View Investment Pte Ltd Orchard Residence Investment Pte Ltd Stirling Fort Capital Pte Ltd Pollux Alpha Investment Ltd. Savers Investment Limited Symbianta Worldwide Inc Pollux Treasures Pte Ltd |
||
| Independent Director, Chairman of the Board of Directors, AC member, RNC member |
||
| Director, Amcorp Forward Pte Ltd | ||
| Director, Amcorp Development Pte Ltd | ||
| Director, Amcorp Uptown Pte Ltd | ||
| Consultant, Juoku Pte Ltd | ||
| Chief Executive Offcer, Technopals Pte Ltd | ||
| Independent Director, Chairman of RNC, AC member |
||
| Independent Commissioner, PT Aesler Grup Internasional Tbk |
||
| Independent Commissioner, PT Pollux Properties Indonesia Tbk |
||
| Independent Commissioner, PT Pollux Hotel Groups Tbk |
||
| Managing Partner, Praneda & Partners Law Firm |
||
| Independent Director, Chairman of AC and RNC member |
||
| Commissioner, PT Mahakarya Cipta Sentosa | ||
| Director, PT Analis Advis Indonesia | ||
| Director, PT Asia Global Investasi | ||
| Managing Partner and Director, PT Prodigi Konsultan |
||
| Director, KJA CV SK & Co |
- consultancy work, committee work, non-listed company board representations and directorships and involvement in non-profit organisations. Where a director sits on the boards of non-active related corporations, those appointments should not normally be considered principal commitments.
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In the selection process for the appointment of new Directors, the RNC will review the composition of the Board and identify the skill sets which enhance the Board’s overall effectiveness. Potential candidates are identified from various sources including personal networks of the entire Board, which will be subsequently put to the Board for its consideration. The RNC may engage consultants to undertake research on, or assess, candidates applying for new positions on the Board, or to engage such other independent experts, as it considers necessary to assist in the selection and evaluation process if the appointment requires a specific skill set or industry specialisation. In assessing the suitability of a candidate to be appointed to the Board, the RNC will consider if he or she is able to make the appropriate contributions to the Board and the Group. The key factors which the RNC will take into consideration are:
-
(a)
-
(b) extensive experience and business contacts in the industry in which the Group operates.
The proposed candidates’ independence (if necessary) will also be considered before the RNC makes its recommendations to the Board. The new Directors will then be appointed by the Board.
The RNC is in charge of nominating the Directors for re-appointment, having regard to their competencies, commitment, contribution and performance, including but not limited to attendance, preparedness, participation and candour in deciding whether a Director is able to, and has been adequately carrying out his duties as a Director. Under the Company’s Constitution, a Director newly appointed by the Board shall hold office only until the next annual general meeting (“ AGM ”) of the Company and shall then be eligible for re-election at the AGM. In addition, at least one-third of the Directors for the time being shall retire from office by rotation at each AGM of the Company, provided all Directors (including managing directors and executive directors) shall retire by rotation at least once every three (3) years pursuant to Catalist Rule 720(4). There is no appointment of alternate Directors.
at the forthcoming AGM of the Company are properly qualified for re-appointment by virtue of their skills, experience and contributions. The RNC has recommended to the Board that (i) Mr. Ivan Kanel who will be retiring by rotation pursuant to Regulation 88 of the Company’s Constitution; and (ii) Mr. Brian Praneda who will be retiring by rotation pursuant to Regulation 89 of the Company’s Constitution, be nominated for re-election as Directors at the forthcoming AGM of the Company.
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Pursuant to Catalist Rule 720(5), the additional information set out in Appendix 7F of the Catalist Rules relating to Mr. Ivan Kanel and Mr. Brian Praneda, who is retiring by rotation at the forthcoming AGM of the Company and submitting himself for re-appointment thereat, is disclosed below and to be read in conjunction with his respective biography under the “Board of Directors” section of the annual report.
Name of Director Ivan Kanel Brian Praneda Date of Appointment 16 August 2024 31 December 2021 Date of last re-appointment Not applicable 27 April 2022 (if applicable) Age 45 49 Country of principal residence Indonesia Indonesia The Board’s comments on this The re-election of Mr. Ivan Kanel The re-election of Mr. Brian Praneda appointment (including rationale, as the Indepdendent Director as the Indepdendent Director selection criteria, board diversity was recommended by the RNC was recommended by the RNC considerations, and the search and and the Board has accepted the and the Board has accepted the nomination process) recommendation, after taking into recommendation, after taking into consideration, Mr. Ivan Kanel’s consideration, Mr. Brian Praneda’s qualifications, past experience qualifications, past experience and overall contributions since he and overall contributions since he was appointed as a Director of the was appointed as a Director of the Company. Company.
The Board considers Mr. Ivan Kanel to be independent for the purpose of Catalist Rule 704(7).
| Whether appointment is executive, and if so, the area of responsibility Job Title Professional qualifcations |
Non-Executive. |
|---|---|
| Independent Director, Chairman of AC and member of RNC |
|
| ASEAN Chartered Professional Accountant, ASEAN Chartered Professional Accountant Coordinating Committee Chartered Accountant, Indonesian Institute of Accountants Certifed Public Accountant, Institute of Certifed Public Accountants Indonesia Master of Management, University of Tarumanagara Jakarta Bachelor of Economics (SE), University of Tarumanagara Jakarta |
The Board considers Mr Brain Praneda to be independent for the purpose of Catalist Rule 704(7).
Non-Executive.
Independent Director, Chairman of RNC and member of AC University of Sriwijaya, South Sumatera, Faculty of Law. Member, Indonesian Advocates Association (PERADI).
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| Name of Director Working experience and occupation(s) during the past 10 years Shareholding interest in the listed issuer and its subsidiaries Any relationship (including immediate family relationships) with any existing director, existing executive offcer, the issuer and/ or substantial shareholder of the listed issuer or of any of its principal subsidiaries Confict of interest (including any competing business) Undertaking (in the format set out in Appendix 7H) under Rule 720(1) has been submitted to the listed issuer |
Ivan Kanel 2023 to Present: Member of International Business and Networking, Institute of Indonesia Chartered Accountant 2016 to Present: Management Partner, Indonesia Global Law Firm 2012 to Present: Managing Partner and Director, PT Prodigi Konsultan 2009 to Present: Managing Partner, KJA CV SK & Co 2009 to Present: Managing Partner, KAP Kanel & Partner 2002 to Present: Lecturer, Tarumanagara University 2019 to 2023: Member of Quality Department, Institute of Indonesia Chartered Accountant 2018 to 2019: Member of Region Coordinator DKI Jakarta, Institute of Indonesia Chartered Accountant 2011 to 2021: Partner, Public Accounting Firm Herman Dody Tanumihardja & Partners Nil Nil No Yes |
Brian Praneda |
|---|---|---|
| 2008 to 2013: Chief, LPPH, Pejuang Siliwangi Indonesia. 2008 to Present: Managing Partner, Praneda & Partners Law Firm. |
||
| Nil | ||
| Nil | ||
| No | ||
| Yes |
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| Name of Director Other Principal Commitments Including Directorships |
Ivan Kanel 2018 to Present: Commissioner, PT Mahakarya Cipta Sentosa 2017 to Present: Director, PT Analis Advis Indonesia 2016 to Present: Director, PT Asia Global lnvestasi 2012 to Present: Managing Partner and Director, PT Prodigi Konsultan 2008 to Present: Director, KJA CV SK & Co |
Brian Praneda |
|---|---|---|
| 2008- Present: Managing Partner, Praneda & Partners Law Firm. 2019- Present: Independent Commissioner of PT Aesler Grup lnternasional Tbk. 2020- Present: Independent Commissioner of PT. Pollux Properties Indonesia Tbk (f.k.a PT. Pollux Properti Indonesia Tbk). 2020- Present: Independent Commissioner of PT. Pollux Hotel Groups Tbk (f.k.a. PT. Pollux lnvestasi lnternasional Tbk). |
operating officer, general manager or other officer of equivalent rank. If the answer to any question is “yes”, full details must be given.
==> picture [512 x 290] intentionally omitted <==
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(a) Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any
jurisdiction was filed against him or against a partnership of which he was a partner at the time when he was a
partner or at any time within 2 years from the date he ceased to be a partner?
No No
(b) Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was
filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key
executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any
time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that
entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that
business trust, on the ground of insolvency?
No No
(c) Whether there is any unsatisfied judgment against him?
No No
(d) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which
is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending
criminal proceedings of which he is aware) for such purpose?
No No
(e) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or
regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been
the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such
breach?
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No No
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----- Start of picture text -----
Name of Director Ivan Kanel Brian Praneda
(f) Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in
Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or
futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or
he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware)
involving an allegation of fraud, misrepresentation or dishonesty on his part?
No No
(g) Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or
management of any entity or business trust?
No No
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- (h) Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust?
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|||
|---|---|
|No|No|
|(i)|Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental|
|body, permanently or temporarily enjoining him from engaging in any type of business practice or activity?|
|No|No|
----- End of picture text -----
-
(j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of:-
-
(i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or
-
(ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or
-
(iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or
-
(iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere,
in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust?
No No
- (k) Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere?
No
No
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Name of Director Ivan Kanel Brian Praneda Disclosure applicable to the appointment of Director Only Any prior experience as a director of Not applicable. a listed company? This is in relation to the re-appointment of a Director. If yes, please provide details of prior experience. If no, please provide details of any training undertaken in the roles and responsibilities of a director of a listed Company.
Please provide details of relevant experience and the nominating committee’s reasons for not requiring the director to undergo training as prescribed by the Exchange (if applicable).
Each member of the RNC shall abstain from voting on any resolution and making any recommendation and/or participating in any deliberations of the RNC in respect of the assessment of his performance or re-nomination as a Director. Accordingly, Mr. Brian Praneda and Mr. Ivan Kanel, as members of the RNC, have abstained from voting on any resolutions in relation to the assessment of their respective performance as Directors of the Company.
The RNC recognises the importance of business continuity and the need for succession planning to attract and retain highly qualified individuals to serve on the Board. There is a structured process on reviewing the succession planning for Directors, including the Chairman, the CEO as well as other key management personnel (if any). Board succession planning is evaluated and carried out through the annual review by the RNC. The outcome of that review is reported to the Board. The Board seeks to refresh its memberships progressively while ensuring continuity of corporate performance.
Board Performance
Principle 5: The Board undertakes a formal annual assessment of its effectiveness as a whole, and that of each of its board committees and individual directors.
The RNC has recommended to the Board and has implemented a formal review process to assess the effectiveness of the Board and of each Board Committee separately, as well as the contribution by the Chairman and each individual Director to the Board on an annual basis. All members of the Board are required to complete and return the evaluation forms to the Company Secretary directly and in confidence within four (4) weeks after the end of each financial year. The Independent Coordinator will then collate the results and forward them to all members of the RNC for discussion. The RNC will thereafter report its findings to the Board.
For the purpose of its evaluation of the Directors’ performance, the RNC focuses on whether the Directors, individually or collectively, possess the background, experience, competencies in industry, finance and management skills critical to the Group’s business as well as whether each Director, with his special contributions, brings to the Board an independent and objective perspective to enable sound, balanced and well considered decisions to be made.
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The performance criteria for the evaluation of the Board and Board Committees are in respect of the size, composition and independency of the Board and Board Committees, attendance and participation at the Board and Board Committees meeting(s), board processes, board information and accountability, board’s review risk and internal controls and the Company’s performance compared to industry benchmarks at comparative date.
Factors taken into account in the assessment of a Director’s performance include his abilities and competencies, his objectivity and the level of participation at Board and Board Committee meetings including his contribution to Board processes as well as the business strategies and performance of the Group. The performance criteria have not been changed in FY2024 as the current criteria was considered adequate for the aforementioned assessment, and where circumstances deem it necessary for any of the criteria to be changed, the Board should justify the reason.
The Company’s current Board comprises one (1) Executive Director and three (3) Independent Directors, of which the three (3) Independent Directors are the members of the AC and RNC. Hence, the Board together with the RNC, is of the view that due to relatively small size of the Board and Board Committees and given the relevant background, experience, expertise of each Director and their contribution to the Group, participation at the Board and Board Committees meetings, assessment by the RNC of the effectiveness of the Board and Board Committees as a whole and each Director’s performance through completing the evaluation form adopted by the Board is sufficient.
The RNC, having reviewed the overall performance of the Board in terms of its role and responsibilities as well as the conduct of its affairs as a whole for FY2024, and the peer assessment of each Director, is of the view that the performance of the Board and Board Committees as a whole, and the contribution of each Director to the effectiveness of the Board has been satisfactory. No external facilitator had been engaged by the Board for this purpose.
REMUNERATION MATTERS
Procedures for Developing Remuneration Policies
Principle 6: The Board has a formal and transparent procedure for developing policies on director and executive remuneration, and for fixing the remuneration packages of individual directors and key management personnel. No director is involved in deciding his or her own remuneration.
As at the end of FY2024 and the date of this report, the RNC comprises three (3) members, all of whom, including the Chairman, are Independent Directors. The members of the RNC are as follows:
Mr. Brian Praneda – Chairman Mr. Phua Cher Chew Mr. Ivan Kanel
With regards to remuneration matters, the RNC pursuant to its written terms of reference shall:
-
(a) review and recommend to the Board a framework of remuneration for the Directors and key management personnel which covers Directors’ fees, where applicable, basic salaries, allowances, bonuses, specific remuneration packages and benefits-in-kind;
-
(b) review and recommend to the Board the specific remuneration packages for each Director as well as for the key management personnel which take into account annual increments and bonuses;
-
(c) review the remuneration packages of all managerial staff who are related to any of the Directors;
-
(d) review the performance of key management personnel to enable the RNC to determine their annual remuneration and bonus rewards; and
-
(e) recommend to the Board, in consultation with the key management personnel and the CEO, any long-term incentive scheme.
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of individual Directors and to ensure that the level of remuneration paid by the Company serves to attract, retain and motivate the employees needed to manage the Company successfully in the long term. All aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses and other benefits-in-kind and termination terms shall be considered by the RNC, to ensure they are fair. The recommendations made by the RNC will be submitted for endorsement by the Board. The Board is ultimately accountable for all remuneration decisions. Each member of the RNC shall abstain from voting on any resolutions in respect of his remuneration package.
The RNC has access to professional advice from experts outside the Company on remuneration matters as and when necessary. The RNC will ensure that existing relationships between the Company and its appointed remuneration consultants, if any, will not affect the independence and objectivity of the remuneration consultants. The Company will also disclose the names and firms of the remuneration consultants (if any) in the annual report and include a statement on whether the remuneration consultants have any such relationships with the Company. The Company did not engage any remuneration consultant in respect of the remuneration matters of the Group during FY2024.
The RNC will review the compensation commitments of the Directors’ or key management personnel’s contracts of service as and when necessary to ensure that such contracts of service contain fair and reasonable termination clauses.
Level and Mix of Remuneration
Principle 7: The level and structure of remuneration of the Board and key management personnel are appropriate and proportionate to the sustained performance and value creation of the Company, taking into account the strategic objectives of the Company.
key management personnel with adequate experience and expertise to manage the business and operations of the Group for the long term. In setting remuneration packages, the Group takes into account salary and employment conditions within the same industry and in comparable companies. The Group adopts a remuneration policy for the Executive Director and key management personnel, comprising a basic salary component, bonus component and benefits-in-kind. The bonus component is performance-based and seeks to align the interests with those of the shareholders of the Company.
Currently, the Company does not have any long-term incentive scheme. The RNC will consider recommending the implementation of incentive schemes for the executive and non-executive directors as well as key management personnel as and when it considers appropriate.
All Directors, excluding the Executive Director, are paid a basic Directors’ fee. Currently, the basic fee is determined and considered by the Board based on the effort, time spent and responsibilities of the Directors. The RNC had assessed that the current remuneration of Non-Executive Directors to be appropriate to the level of contribution and commitment required from the Independent Directors. Based on the current operations and structure of the Group, the fixed basic fee is reasonable due to the non-complexity of the Group’s business. The RNC is also mindful that the remuneration for Non-Executive Directors should not be excessive so as not to reasonably be perceived to compromise their independence. The payment of such fees to the Directors is subject to approval of shareholders at the AGM of the Company. The Independent Directors have not been over-compensated to the extent that their independence is compromised.
Non-Executive Directors have no service contracts with the Company. The Executive Director has a service contract with the Company, which can be terminated by either the Company or the Executive Director giving not less than three (3) months’ notice in writing.
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The RNC is of the view that it is currently not necessary to use contractual provisions to allow the Company to reclaim incentive components of remuneration from the Executive Director and key management personnel in exceptional circumstances of misstatement of financial results, or of misconduct resulting in financial loss to the Company as the Executive Director and key management personnel will be paid bonus linked to their performance and the Group’s performance. The Executive Director owes a fiduciary duty to the Company, and hence, the Company should be able to avail itself of remedies against the Executive Director in the event of such breach of fiduciary duties. The RNC will review such contractual provisions with the Executive Director and key management personnel as and when necessary.
Disclosure on Remuneration
Principle 8: The Company is transparent on its remuneration policies, level and mix of remuneration, the procedure for setting remuneration, and the relationships between remuneration, performance and value creation.
The compensation package for employees including the Executive Director and CEO and key management personnel comprises a fixed component (base salary), a variable component (cash-based annual bonus) and benefits-in-kind, where applicable, taking into account factors such as the individual’s performance, the performance of the Group and industry practices.
Save for the CEO and the Financial Controller, the Company does not have any other key management personnel. A breakdown of the remuneration of the Directors and key management personnel for FY2024 is set out below:
| Remuneration and Name of Director or key management personnel Nico Purnomo Po Tan Lye Heng Paul Phua Cher Chew Brian Praneda Ivan Kanel Lau Wei Kian** Chew Kim Kuan# |
Base/Fixed Salary(1) S$ 240,000 – – – – 113,951 63,275 |
Directors’ Fees(2) S$ – 8,532 18,000 18,000 6,805 – – |
Other Benefts(3) S$ 144,000 – – – – – – |
Total S$ |
|---|---|---|---|---|
| 384,000 8,532 18,000 18,000 6,805 113,951 63,275 |
- Mr. Tan Lye Heng Paul has retired as Independent Director with effect from 21 June 2024.
** Mr. Ivan Kanel was appointed as Independent Director with effect from 16 August 2024.
*** Mr. Lau Wei Kian has resigned as Financial Controller with effect on 30 June 2024.
-
Ms. Chew Kim Kuan was appointed and resigned as Financial Controller on 1 July 2024 and 13 November 2024 respectively.
(1) Includes CPF contribution.
(2) Directors’ fees are subject to the approval of the Company’s shareholders at the forthcoming AGM of the Company.
(3) Other benefits refer to accommodation provided.
personnel.
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Save for Mr. Nico Purnomo Po who is a substantial shareholder of the Company, the Company does not have any employee who is a substantial shareholder of the Company, or an immediate family member of any Director, the CEO or a substantial shareholder of the Company, and whose remuneration exceeds S$100,000 during FY2024.
Currently, the Company does not have any share-based compensation scheme or any long-term incentive scheme involving the offer of shares or options in place.
ACCOUNTABILITY AND AUDIT
Risk Management and Internal Controls
Principle 9: The Board is responsible for the governance of risk and ensures that Management maintains a sound system of risk management and internal controls, to safeguard the interests of the company and its shareholders.
announcements of the Group’s financial results present a balanced and comprehensible assessment of the Group’s performance, position and prospects. The Board takes adequate steps to ensure compliance with the relevant legislative and regulatory requirements and observes obligations of continuing disclosure under the Catalist Rules. In FY2024, the Board has reviewed reports submitted by the Management to ensure compliance with all the Group’s policies, operational practices and procedures and relevant legislative and regulatory requirements.
In line with the Catalist Rules, the Board has also provided a negative assurance statement to shareholders in respect of the half yearly results announcement.
Risk Management
The Board’s Responsibility
The Board acknowledges that it is responsible for the overall internal control framework and the maintenance of a sound system of risk management and internal controls, and determines the nature and extent of the significant risks which the Company is willing to take in achieving its strategic objectives and value creation.
Enterprise Risk Management Exercise
An Enterprise Risk Management (“ ERM ”) Committee which comprises senior personnel from the operational and financial functions of the Group has been established since FY2017. The ERM Committee has reviewed the Group’s business and operational activities to identify areas of significant business risks as well as appropriate measures to control and mitigate these risks.
ERM Committee will ensure the adequacy and effectiveness of the internal controls implemented to manage the identified risks based on the ERM framework executed.
The Board has overseen the Management in the design, implementation and monitoring of the risk management system. On an annual basis, the ERM Committee will report to the Board the processes, risks, and risk mitigating controls that are in place and provide updates on the status of significant issues of the Group, if any, to the Board. Based on the evaluation of risk management system performed by the ERM Committee, the CEO has provided written assurance to the Board that the Group’s risk management system is adequate and effective for FY2024.
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Internal Controls
The effectiveness of the internal control systems and procedures are monitored by the Management. The Board acknowledges that it is responsible for the overall internal control framework, but recognises that no cost effective internal control system will preclude all errors and irregularities, as a system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can provide only reasonable and not absolute assurance against material misstatement or loss.
Singapore laws, rules or regulations which has or is likely to have a material impact on the Group’s operating results and/or financial position on annual basis. In FY2024, the AC, on behalf of the Board, has reviewed the adequacy and effectiveness of the Group’s internal controls systems, including financial, operational, compliance and information technology controls, and risk management systems on an annual basis. The processes used by the AC to review the adequacy and effectiveness of the system of internal control and risk management include:
-
(a) discussions with the ERM Committee and the Management on risks management;
-
(b) the internal audit processes;
-
(c) the review of external and internal audit plans; and
-
(d)
During FY2024, there were no material weakness identified.
Based on the framework of risk management and internal controls established and maintained by the Group, the review performed by the Management and the AC, the work performed by the internal auditors and the review undertaken by the external auditors as part of their statutory audit in FY2024, the Board, with the concurrence of the AC, is of the opinion that the Group’s internal controls, including financial, operational, compliance and information technology controls, and risk management systems, are effective and adequate to meet the needs of the Group in its current business environment.
For FY2024, the Board has also received written assurance from the CEO that:
-
(a) the financial records have been properly maintained and the financial statements give a true and fair view of the Group’s operations and finances; and
-
(b) the Group’s risk management and internal control systems are effective and adequate.
Following the resignation of Ms. Chew Kim Kuan as the Financial Controller effective on 13 November 2024, the Company has not appointed a successor to this position. Accordingly, only the CEO has provided the above written assurance.
Audit Committee
Principle 10: The Board has an Audit Committee (“AC”) which discharges its duties objectively.
As at the end of FY2024 and the date of this report, the AC comprises three (3) Non-Executive Directors, all of whom including the Chairman of the AC are independent. At least two members, including the Chairman of the AC, have recent and relevant accounting or related financial management expertise or experience. The Chairman of the AC is not a substantial shareholder of the Company or directly associated with any substantial shareholder of the Company.
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The members of the AC are as follows:
Mr. Ivan Kanel – Chairman Mr. Phua Cher Chew Mr. Brian Praneda
sectors. The Board is of the opinion that the members of the AC are appropriately qualified to discharge their responsibilities.
The AC has explicit authority to investigate any matter within its terms of reference, with full access to and co-operation from the Management as well as full discretion to invite any Director or executive officer of the Group to attend its meetings, and is given reasonable resources to enable it to discharge its functions properly. For FY2024, the AC held two (2) meetings.
subsidiaries. The AC, pursuant to its written terms of reference, shall:
-
(a) review the significant financial reporting issues and judgments so as to ensure the integrity of the financial statements of the Company and any announcements relating to the Company’s financial performance;
-
(b) recommend to the Board the appointment or re-appointment or removal of, and approving the remuneration and terms of engagement of, the external auditors and internal auditors;
-
(c) review the audit plans of the internal and external auditors of the Company, and review the internal auditors’ evaluation of the adequacy and effectiveness of the Company’s system of internal accounting controls and the assistance given by the Management to the internal and external auditors;
-
(d) evaluate the adequacy, effectiveness, independence, scope and results of both the internal and external audit functions;
-
(e) determine that no unwarranted management restrictions are being placed upon the external and internal auditors;
-
(f) review the financial statements with the Management and external auditors (where applicable) for submission to the Board;
-
(g) review the half yearly and full year announcements of the results of the Group before submission to the Board for approval;
-
(h)
-
(i) report to the Board summarising the work performed by the AC in carrying out its functions;
-
(j) review interested person transactions;
-
(k) have explicit authority to investigate any matter within its terms of reference, with full access to and co-operation by the Management and full discretion to invite any Director or executive officer of the Group to attend its meetings, and reasonable resources to enable it to discharge its functions properly;
-
(l) review the policy and arrangements for concerns about possible improprieties in financial reporting or other matters to be safely raised, independently investigated and appropriately followed up on;
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-
(m) review the scope and results of the audit and its cost effectiveness and the independence and objectivity of the external and internal auditors;
-
(n) meet with the external and internal auditors, without the presence of the Management, at least annually; and
-
(o) review and report to the Board, at least annually, the adequacy and effectiveness of the Group’s internal controls, including financial, operational, compliance and information technology controls, and risk management systems (such review can be carried out internally or with the assistance of any competent third parties).
Management, external and internal auditors on changes to accounting standards, Catalist Rules and other rules and regulations which could have an impact on the Group’s business and financial statements.
The AC has met the external auditors and the internal auditors, without the presence of the Management, for FY2024.
The Company has complied with Rules 712 of the Catalist Rules in relation to the appointment of its external auditors, Foo Kon Tan LLP and the AC had taken into consideration the Audit Quality Indicator Disclosure Framework published by the Accounting and Corporate Regulatory Authority. In addition, the AC had taken into consideration the adequacy of the resources, experience of the external auditors, the audit engagement partner assigned to the audit, the firm’s other audit engagements, the size and complexity of the Group being audited, and the number and experience of supervisory and professional staff assigned to the audit and its ability to provide audit service to the Group. During FY2024, the aggregate amount of fees paid and/or payable to the external auditors for audit services amounted to approximately S$190,000. During FY2024, there were no non-audit services rendered by the external auditors to the Group. The AC has reviewed and confirmed the independence and objectivity of the external auditors.
auditors. No former partner or director of the Company’s existing auditing firm or audit corporation is a member of the AC. With reference to the joint recommendations made by the Monetary Authority of Singapore, ACRA and SGX-ST, the audit committees of all Singapore-listed entities are encouraged to disclose their perspectives and assessment on key audit matters (“ KAM ”). The following KAM was discussed between external auditors and Management, and reviewed by the AC.
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Key Audit Matter How the AC reviewed this matter and what decision was made
----- End of picture text -----
| Key Audit Matter | How the AC reviewed this matter and what decision was made |
|---|---|
| Valuation of investment properties |
As at 31 December 2024, the Group’s investment properties amounted to S$321,240,000 and accounted for 89.1% of the Group’s total assets. The fair valuation of these properties is signifcant to the group result due to their materiality and use of estimates in the valuation process. The Group records its investment properties at their fair values based on independent external valuations. The valuation process involves valuation methods with signifcant estimates on the underlying assumptions applied. The AC has considered and is satisfed with the competency and capabilities of the independent external valuation specialist as well as the valuation methods. The valuation of investment properties is an area of focus for the external auditors. The external auditors have included it as a key audit matter in the independent auditors’ report for the fnancial year ended 31 December 2024. Please refer to pages 50 to 51 of this annual report. |
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Whistle-Blowing Policy
accessible channels within the Group including a direct channel to the AC, for reporting suspected fraud, corruption, dishonest practices or other similar matters.
whistleblower is kept confidential and only made known to the members of the AC, which has oversight and monitors the whistle-blowing function, and employees making such reports in good faith will be treated fairly and be protected from reprisal. On an ongoing basis, the whistle-blowing policy is communicated to employees, and covered during staff training as part of the Group’s efforts to promote control awareness in relation to possible corporate or financial improprieties.
The AC, which comprises independent directors, is responsible for the oversight and monitoring of the whistle-blowing policy, ensuring that any investigation and follow-up procedures are taken in an objective manner, if any. The policy and its effectiveness will be reviewed by the AC periodically, with recommendations regarding updates or amendments, if any, to be made to the Board as required. The whistle-blowing policy will be endorsed by the Audit Committee.
There was no whistle-blowing report received during FY2024.
Complaints, incidents or claims can be raised directly to the Chairman of the AC at [email protected].
Internal Audit
The AC’s responsibilities over the Group’s internal controls and risk management systems are complemented by the work of the internal auditors. The size of the operations of the Group does not warrant the Group having an in-house internal audit function. The Company has outsourced its internal audit function to an independent professional firm, Wensen Consulting Asia (S) Pte. Ltd. (“ Wensen ”), to perform the review and test of controls of the Group’s processes in FY2024. Wensen has experience in providing risk advisory, internal audit and other consulting services. The team, led by an engagement director who has more than 15 years of experience, is supported by 3 other qualified team members who are members of the Institute of Internal Auditors. The internal auditors are guided by the Standards for the International Professional Practice of Internal Auditing set by The Institute of Internal Auditors. The engagement director is a member of the Association of Chartered Certified Accountants (ACCA).
audit function is outsourced. The AC has reviewed and assessed the qualifications and experience of the appointed internal audit firm’s team which undertakes the function of its internal audit within the Group.
The internal auditors report to the Chairman of the AC. The internal auditors plan their internal audit schedules in consultation with, but independent of, the Management. The internal auditors have unrestricted access to all the Company’s documents, records, properties and personnel, including access to the AC.
Management’s responses thereto. There were no material internal control weaknesses identified by the internal auditors in their course of audit for FY2024.
The engagement with the IA is free from any relationship or conflict of interest, which could potentially impair the objectivity and independence. The AC will assess and ensure the adequacy and effectiveness of the internal audit function annually. The AC is satisfied that the internal audit function is independent, effective and adequately staffed with suitably qualified and experienced professional members with the relevant experience, and has appropriate standing within the Company.
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SHAREHOLDER RIGHTS AND ENGAGEMENT
Shareholder Rights and Conduct of General Meetings
Principle 11: The Company treats all shareholders fairly and equitably in order to enable them to exercise shareholders’ rights and have the opportunity to communicate their views on matters affecting the Company. The Company gives shareholders a balanced and understandable assessment of its performance, position and prospects.
All shareholders are entitled to attend the Company’s general meetings and are provided the opportunity to participate in the general meetings. Shareholders are also briefed by the Company on the rules, including voting procedures that govern general meetings. These general meetings also provide excellent opportunities for the Company to obtain shareholders’ views on value creation. Shareholders (other than a shareholder who is a relevant intermediary) may appoint up to two (2) proxies to vote on their behalf at the general meetings of the Company. A shareholder who is a relevant intermediary is entitled to appoint more than two (2) proxies to attend and vote at the general meetings of the Company. The duly completed proxy form has to be deposited at the Company’s registered office or such other place as may be specified for that purpose at least 72 hours before the time of the general meetings.
The shareholders are encouraged to attend the general meetings to communicate their views on matters affecting the Group and to stay informed of the Group’s strategies and visions. The Company’s Constitution does not allow shareholders to vote in absentia. The Company is not implementing absentia voting methods such as voting via mail, e-mail or fax until security, integrity and other pertinent issues are satisfactorily resolved. Substantially separate issues are tabled in separate resolutions at general meetings. Where the issues are interdependent and linked to form one significant proposal and the resolutions are bundled, the Company will explain the reasons and material implications in the notice of the general meeting. Voting is carried out systemically, and the votes casted and resolutions passed are properly recorded.
The Company conducts the voting of all its resolutions by poll at all its general meetings. The results of poll of each resolution tabled are announced at the meetings and in an announcement released after the meeting via SGXNet and on the Company’s corporate website. Shareholders can vote personally or by their appointed proxies. The Company will employ electronic polling if necessary.
All Board members, including the Chairman of the AC and the RNC, and the external auditors are available at general meetings of the Company to answer questions from the shareholders. Registered shareholders are invited to attend and participate actively in such meetings.
2023 General The AGM in respect of the financial year ended 31 December 2023, was convened and held on 21 June 2024 (“ Meeting ”) where Shareholders were invited to attend physically and no option for Shareholders to participate virtually. Shareholders could appoint the Chairman of the AGM as their proxy to vote on the resolutions at the AGM. Except for Mr. Nico Purnomo Po who had prior commitment, all Directors who were in office and the external auditors had attended the 2023 General Meeting. Save for the 2023 General Meeting, there were no other general meetings held in FY2024.
The Company Secretary prepares minutes of general meetings, which incorporates substantial and relevant comments or queries from shareholders relating to the agenda of the general meeting, and responses from the Board and the Management (if any). The Minutes of the 2023 General Meeting were published on the SGX website within one month after the date of the 2023 General Meeting.
Except as disclosed in the preceding paragraph, the Company does not publish minutes of general meetings of shareholders on its corporate website as the Company is of the view that there are potential adverse implications, including commercial and legal implications. All shareholders, including those who did not attend the relevant general meeting, have a statutory right to request and would be furnished copies of minutes of general meetings in accordance with Section 189 of the Companies Act. The Company is therefore of the view that its practices are consistent with the intent of Principle 11 of the Code.
42 Pollux Properties Ltd
Corporate Governance Report
The Company’s constitution allows for electronic communications and as part of its sustainability efforts, it will not be posting physical copies of the annual reports to shareholders. Nonetheless, a copy of the annual report upon request will be sent to shareholders. The request form for printed copies of the annual report, the notice of AGM and proxy form will be sent to every shareholder. The notice of AGM will also be advertised in a daily newspaper.
The Company is committed to a sustainable dividend policy and aims to deliver growth in the long term. Subject to applicable laws and regulations, the Company plans to provide shareholders of the Company (“ Shareholders ”) with a targeted annual dividend payout of at least 20% of any profits in excess of S$5 million net profit attributable to Shareholders excluding non-controlling interests and non-recurring, one-off and exceptional items. The dividends will be paid on a yearly basis with effect from 31 December 2023. Such declaration and payment of dividends shall be determined at the sole discretion of the Board.
In proposing any dividend declaration and payout, the Board will, subject to Section 403 of the Companies Act 1967 and Practice Note 7G of the Catalist Rules, also take into account, inter alia :-
-
(i) the level of the Group’s cash and retained earnings;
-
(ii)
-
(iii) the Group’s projected levels of capital expenditure and other investment plans;
-
(iv)
-
(v)
-
(vi) any other factors that the Board deems appropriate.
This dividend policy and the declaration and/or payment of future dividends under this policy are subject to the Board’s continuing determination that this dividend policy and the declaration and/or payment of dividends would be in the best interests of the Company and Shareholders, and are in compliance with all applicable laws and regulations.
The Board endeavours to maintain a balance between meeting Shareholders’ expectations and prudent capital management with a sustainable dividend policy. The Board will continually review the dividend policy and reserves the right in its sole and absolute discretion to update, amend, modify and/or cancel the dividend policy at any time.
No dividend has been declared or recommended for FY2024 as cash flows are being directed to fund the Group’s operating activities and the Company was in an accumulated loss position as at 31 December 2024.
Engagement with Shareholders
Principle 12: The Company communicates regularly with its shareholders and facilitates the participation of shareholders during general meetings and other dialogues to allow shareholders to communicate their views on various matters affecting the Company.
The Board is mindful of its obligations to provide timely and fair disclosure of material information to the SGX-ST and shareholders in accordance with Appendix 7A on “Corporate Disclosure Policy” and Practice Note 7A on “Continuing Disclosure” of the Catalist Rules. The Board embraces openness and transparency in the conduct of the Company’s affairs, whilst safeguarding its commercial interests. The Board’s policy is that all shareholders should be equally informed on a timely basis of all major developments that impact the Group. Price sensitive information, financial results and annual reports of the Company are released via SGXNET on a timely basis. The Annual Report, the Notice of AGM and the accompanying proxy form will be published on the Company’s website at http://pollux.com.sg/annual-reports and on the SGX website at https://www.sgx.com/securities/company-announcements. The Notice of AGM is also advertised in a daily newspaper.
43
Annual Report 2024
Corporate Governance Report
The Company is committed to corporate governance and transparency by disclosing to its stakeholders, including its shareholders, as much relevant information as is possible, in a timely, fair and transparent manner as well as to hearing its shareholders’ views and addressing their concerns.
The Company does not practice selective disclosure of material information. All material information on the performance and development of the Group and of the Company is disclosed in an accurate and comprehensive manner through SGXNET and the Company’s website.
General meetings have been and are still the principal forum for dialogue with shareholders. General meetings offer opportunities for the Board to interact with shareholders, understand their views, gather feedback as well as address concerns. Enquiries by shareholders are dealt with as promptly as practicably possible. The Company does not have an investor relations policy, however, the Company maintains a website at http://pollux.com.sg and updates it on a timely basis to bring public awareness of the Group’s latest development and businesses. To enable shareholders to contact the Company easily, the contact details are set out in the Company’s website. Shareholders can provide feedback to the Company via the electronic mail address, the registered office address or telephone calls. Calls and emails requesting for information are attended to promptly.
MANAGING STAKEHOLDERS’ RELATIONSHIPS
Engagement with Stakeholders
Principle 13: The Board adopts an inclusive approach by considering and balancing the needs and interests of material stakeholders, as part of its overall responsibility to ensure that the best interests of the company are served.
The Company has regularly engaged its stakeholders mainly through its company website and emails to ensure that its interests are aligned with those of its stakeholders. The Company has identified stakeholders’ groups which have a significant influence and interest in the Group’s business and operations. The key stakeholders include shareholders and investors, employees, customers, financial institutions and regulators.
The Company adopts an inclusive approach by considering and balancing the needs of material stakeholders and embeds environmental, social and governance considerations into its risk assessment, financing policies and business operations which will be set out in the Sustainability Report for FY2024 to be released by 30 April 2025.
The Company maintains a corporate website at http://pollux.com.sg to communicate and engage with stakeholders.
DEALINGS IN THE COMPANY’S SECURITIES
The Company has issued a guideline on share dealings to all Directors and employees of the Group which sets out the code of conduct on transactions in the Company’s shares by these persons, the implications of insider trading and general guidance on the prohibition against such dealings.
In line with Rule 1204(19) of the Catalist Rules, the Company issues a notification to all Directors and employees of the Group informing them that they are not allowed to deal in the securities of the Company during the period commencing one (1) month before the announcement of the Company’s half-year and full-year financial results, and ending on the date of the announcement of the relevant results. The Company also does not deal in its shares during such period. In addition, the Company prohibits all Directors and officers (including employees) of the Group from dealing in the Company’s securities on short-term considerations or when they are in possession of unpublished price-sensitive information. In addition, the Directors and the key management personnel and their associates are expected to observe insider trading laws at all times even when dealing in securities within the permitted trading period.
44 Pollux Properties Ltd
Corporate Governance Report
INTERESTED PERSON TRANSACTIONS
The Company has established procedures governing all interested person transactions to ensure that they are properly reviewed and approved. The Group does not have a general mandate from shareholders for interested person transactions pursuant to Rule 920 of the Catalist Rules.
During FY2024, the aggregate value of all interested person transactions are as follows:
==> picture [512 x 123] intentionally omitted <==
----- Start of picture text -----
Name of interested Nature of relationship Aggregate value of all Aggregate value of all
person interested person transactions interested person
transactions conducted
during the financial year
under the review (excluding under shareholders’
transactions less than mandate pursuant to Rule
$100,000 and transactions 920 (excluding transactions
conducted under shareholders’ less than $100,000)
mandate pursuant to Rule 920)
Nil Nil Nil Nil
----- End of picture text -----
MATERIAL CONTRACTS
As at the end of FY2024, there was an aggregate outstanding loan amount of S$4,615,233 due to Pollux Treasures Pte. Ltd., a company wholly-owned by Pollux Botero Pte. Ltd. (a 50:50 joint venture with Goldman Morgan Holdings Pte. Ltd.), from the Company and Goldman Morgan Holdings Pte. Ltd. This loan, entered into in 2014, is unsecured and interest-free, and is repayable on demand. Further, Pollux Treasures Pte. Ltd. has confirmed that the loan will not be recalled in the next 12 months. Goldman Morgan Holdings Pte. Ltd. is indirectly wholly owned by Mr. Nico Purnomo Po, the Executive Director and Chief Executive Officer of the Company.
Save as disclosed in this annual report, there were no other material contracts entered into by the Company or any of its subsidiaries involving the interests of the CEO, any Director or controlling shareholder, either still subsisting at the end of FY2024, or if not then subsisting, entered into since the end of the previous financial year.
NON-SPONSOR FEES
With reference to Rule 1204(21) of the Catalist Rules, S$13,000 of non-sponsor fees was paid to the Company’s sponsor, Novus Corporate Finance Pte. Ltd. in FY2024 for non-sponsor related work.
FINANCIAL CONTENTS
-
46 DIRECTORS’ STATEMENT
-
50 INDEPENDENT AUDITOR’S REPORT
-
54 STATEMENTS OF FINANCIAL POSITION
-
55 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
-
56 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
-
57 CONSOLIDATED STATEMENT OF CASH FLOWS
-
59 NOTES TO THE FINANCIAL STATEMENTS
46 Pollux Properties Ltd
Directors’ Statement
For the financial year ended 31 December 2024
The directors submit this statement to the members of Pollux Properties Ltd. (the “Company”) together with the audited consolidated financial statements of the Company and its subsidiaries (collectively the “Group”) for the financial year ended 31 December 2024 and statement of financial position of the Company as at 31 December 2024.
In our opinion:
-
(a) the accompanying financial statements of the Group and the statement of financial position of the Company are drawn up so as to give a true and fair view of the financial positions of the Group and of the Company as at 31 December 2024 and of the financial performance, changes in equity and cash flows of the Group for the year ended on that date, in accordance with the provisions of the Singapore Companies Act 1967 (the “Act”) and Singapore Financial Reporting Standards (International); and
-
(b) at the date of this statement, having regard to the matters disclosed in Note 2, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.
The Board of Directors has, on the date of this statement, authorised these financial statements for issue.
Names of directors
The directors of the Company in office at the date of this statement are as follows:
Phua Cher Chew (Independent Non-executive Chairman) Nico Purnomo Po (Chief Executive Officer and Executive director) Ivan Kanel (Independent Non-executive director) (Appointed on 16 August 2024) Brian Praneda (Independent Non-executive director)
Arrangements to enable directors to acquire shares and debentures
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose objects are, or one of whose objects is, to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate other than as disclosed in this statement.
47
Annual Report 2024
Directors’ Statement
For the financial year ended 31 December 2024
Directors’ interests in shares or debentures
According to the Register of Directors’ Shareholdings kept by the Company under Section 164 of the Act, none of the directors who held office at the end of the financial year had any interest in the shares or debentures of the Company and its related corporations, except as set out below:
| The Ultimate holding company PT. Pollux Multi Artha Nico Purnomo Po The Immediate holding company Pollux Holdings Pte. Ltd. Nico Purnomo Po The Company Pollux Properties Ltd. Nico Purnomo Po |
Holdings registered in the name of director or nominee Holdings in which director or nominee is deemed to have an interest As at 1.1.2024 As at 31.12.2024 As at 1.1.2024 As at 31.12.2024 Number of ordinary shares 999,999 999,999 1 1 – – 131,000,000 131,000,000 – – 1,713,242,325 1,713,242,325 |
Holdings registered in the name of director or nominee Holdings in which director or nominee is deemed to have an interest As at 1.1.2024 As at 31.12.2024 As at 1.1.2024 As at 31.12.2024 Number of ordinary shares 999,999 999,999 1 1 – – 131,000,000 131,000,000 – – 1,713,242,325 1,713,242,325 |
|---|---|---|
| 1 131,000,000 1,713,242,325 |
There were no changes in any of the above-mentioned interests in the Company between the end of the financial year and 21 January 2025.
By virtue of Section 7 of the Act, Nico Purnomo Po is deemed to have interests in Pollux Holdings Pte. Ltd., the Company and its subsidiaries, at the beginning and at the end of the financial year.
Except as disclosed in this statement, no directors who held office at the end of the financial year had interests in shares, shares options, warrants or debentures of the Company, or of related corporations, either at the beginning of the financial year, or date of appointment if later, or at the end of the financial year.
Share options
There were no share options granted during the financial year to subscribe for unissued shares of the Company or of its subsidiaries.
There were no shares issued during the financial year to which this report relates by virtue of the exercise of options to take up unissued shares of the Company or of its subsidiaries.
There were no unissued shares of the Company or its subsidiaries under options at the end of the financial year.
48 Pollux Properties Ltd
Directors’ Statement
For the financial year ended 31 December 2024
Audit Committee
The Audit Committee as at the date of this statement comprises the following members, all of whom are independent directors:
Ivan Kanel (Chairman) Phua Cher Chew Brian Praneda
The Audit Committee (“AC”) carried out its functions in accordance with Section 201B(5) of the Act. In performing those functions, the AC has:
-
l Reviewed the audit plans of the internal and external auditors of the Group and the Company, and reviewed the internal auditors’ evaluation of the adequacy of the Company’s system of internal accounting controls and the assistance given by the Group and the Company’s management to the internal and external auditors;
-
l Reviewed the half yearly financial results and annual financial statements and the auditor’s report on the annual financial statements of the Group and the Company before their submission to the board of directors;
-
l Reviewed the effectiveness of the Group and the Company’s material internal controls, including financial, operational and compliance controls and risk management via reviews carried out by the internal auditor;
-
l Met with the internal and external auditors, other committees, and management in separate executive sessions to discuss any matters that these groups believe should be discussed privately with the AC;
-
l Reviewed legal and regulatory matters that may have a material impact on the financial statements, related compliance policies and programmes and any reports received from regulators;
-
l Reviewed the cost effectiveness and the independence and objectivity of the external auditor;
-
l Reviewed the nature and extent of non-audit services provided by the external auditor;
-
l Recommended to the board of directors the external auditor to be nominated, approved the compensation of the external auditor, and reviewed the scope and results of the audit;
-
l Reported actions and minutes of the AC to the board of directors with such recommendations as the AC considers appropriate; and
-
l Reviewed interested person transactions in accordance with the requirements of the Singapore Exchange Securities Trading Limited (SGX-ST)’s Listing Manual Section B: Rules of Catalist.
During the financial year, no non-audit services were provided by the external auditor to the Group. The AC has also conducted a review of interested person transactions.
The AC convened two meetings during the financial year with full attendance from all members. The AC has also met with the internal and external auditors, without the presence of the Company’s management during the financial year.
The AC is satisfied with the independence and objectivity of the external auditor and has recommended to the Board of Directors that the auditor, Foo Kon Tan LLP, be nominated for re-appointment as auditor at the forthcoming Annual General Meeting of the Company.
49
Annual Report 2024
Directors’ Statement
For the financial year ended 31 December 2024
Audit Committee (Cont’d)
Further details regarding the AC are disclosed in the Corporate Governance Report.
In appointing our auditors for the Company, we have complied with Rules 712 and 715 of the Catalist Rules.
Independent auditor
The independent auditor, Foo Kon Tan LLP, Public Accountants and Chartered Accountants, has expressed its willingness to accept re-appointment.
On behalf of the Directors
NICO PURNOMO PO
PHUA CHER CHEW
11 April 2025
50 Pollux Properties Ltd
Independent Auditor’s Report
For the financial year ended 31 December 2024 Independent Auditor’s Report to the Members of Pollux Properties Ltd.
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Pollux Properties Ltd. (the “Company”) and its subsidiaries (the “Group”), which comprise the consolidated statement of financial position of the Group and the statement of financial position of the Company as at 31 December 2024, and the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows of the Group for the year then ended, and notes to the financial statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements of the Group and the statement of financial position of the Company are properly drawn up in accordance with the provisions of the Singapore Companies Act 1967 (the “Act”) and Singapore Financial Reporting Standards (International) (“SFRS(I)s”) so as to give a true and fair view of the consolidated financial position of the Group and the financial position of the Company as at 31 December 2024, and of the consolidated financial performance, consolidated changes in equity and consolidated cash flows of the Group for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with Singapore Standards on Auditing (“SSAs”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group in accordance with the Accounting and Corporate Regulatory Authority (“ACRA”) Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities (“ACRA Code”) together with the ethical requirements that are relevant to our audit of the financial statements in Singapore, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ACRA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Valuation of investment properties
The Group owns a portfolio of investment properties comprising a commercial building, several residential units, a commercial property which has been rented out to a third-party hotel operator and shop units which are located in Singapore. As at 31 December 2024, the net carrying amount of investment properties amounted to $321.2 million, of which a fair value loss of $440,000 was recorded during the financial year. The net carrying amount of the investment properties accounted for 89% of the Group’s total assets.
The valuation of these properties is significant to our audit due to its materiality and use of significant judgement and estimations in the valuation process. The Group records its investment properties at their fair values based on independent external valuations. The valuation process is complex and involves significant judgement and estimation in determining the appropriate valuation methodology to be used, and in evaluating the underlying assumptions to be applied. Accordingly, the valuations performed by independent external valuation specialists are inherently subjective and are highly sensitive to changes in the key assumptions applied such as terminal capitalisation rate, discount rate and adjusted price of comparable properties. As such, we identified this as a key audit matter.
51
Annual Report 2024
Independent Auditor’s Report
For the financial year ended 31 December 2024 Independent Auditor’s Report to the Members of Pollux Properties Ltd.
Key Audit Matters (Cont’d)
Valuation of investment properties (Cont’d)
Our response:
We assessed the Group’s processes for the determination of the scope of work of the external valuation specialists, and the review and acceptance of the valuations reported by the external valuation specialists.
We read the terms of engagement of the external valuation specialists to consider the objectivity and independence of the external valuation specialists, and also considered the qualification and competency of the external valuation specialists engaged.
We also engaged our auditor’s expert and evaluated that the auditor’s expert has the necessary competence, capabilities and objectivity for our purposes. Through our appointed auditor’s expert, we considered the appropriateness of the valuation techniques used, taking into account the profile and type of the investment properties.
We also compared the key assumptions used in the valuations by reference to internal historical data and corroborated with available benchmarks and considered whether these assumptions are consistent with the current market environment.
We also considered the adequacy of the disclosure in the financial statements, regarding the inherent degree of subjectivity and key assumptions in the estimates. This includes the relationship between key unobservable inputs and fair values.
Disclosures about the Group’s investment properties are made in Notes 7 and 37(b) to the financial statements.
Other Information
Management is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Directors for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Act and SFRS(I)s, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of assets.
In preparing the financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The directors’ responsibilities include overseeing the Group’s financial reporting process.
52 Pollux Properties Ltd
Independent Auditor’s Report
For the financial year ended 31 December 2024 Independent Auditor’s Report to the Members of Pollux Properties Ltd.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
-
l Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
l Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
l Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
l Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
l Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
l Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
53
Annual Report 2024
Independent Auditor’s Report
For the financial year ended 31 December 2024 Independent Auditor’s Report to the Members of Pollux Properties Ltd.
Auditor’s Responsibilities for the Audit of the Financial Statements (Cont’d)
From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiary corporations incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.
The engagement partner on the audit resulting in this independent auditor’s report is Chan Ser.
Foo Kon Tan LLP Public Accountants and Chartered Accountants
Singapore 11 April 2025
54 Pollux Properties Ltd
Statements of Financial Position
As at 31 December 2024
| ASSETS Non-Current Assets Property, plant and equipment Right-of-use asset Investment properties Investment in subsidiaries Investment in a joint venture Investment securities Current Assets Trade receivables Other receivables and deposits Prepaid operating expenses Due from subsidiaries Due from related parties Investment securities Fixed deposits pledged Cash and cash equivalents Assets held for sale Total assets EQUITY AND LIABILITIES Capital and Reserves Share capital Revenue reserve Foreign currency translation reserve Total equity Non-Current Liabilities Deferred tax liabilities Loans and borrowings Loan from joint venture Lease liabilities Current Liabilities Due to related parties Due to subsidiaries Trade payables Other payables and accruals Rental received in advance Provision for taxation Loans and borrowings Lease liabilities Total liabilities Total equity and liabilities |
Note 6A 6B 7 8 9 10 11 12 13 14 15 10 16 16 17 18 18(a) 29 19 20 21 15 22 23 23 24 19 21 |
Group 2024 2023 $ $ 17,184,182 17,460,031 51,666 – 321,240,000 344,470,000 – – 2,337,462 2,589,262 – 502,881 340,813,310 365,022,174 140,279 134,597 2,662,425 2,263,064 543,667 670,698 – – 195,443 15 329,285 324,002 1,530,000 1,530,000 7,185,495 3,749,302 12,586,594 8,671,678 7,500,000 – 20,086,594 8,671,678 360,899,904 373,693,852 140,099,994 140,099,994 68,357,683 67,960,353 (152,711) (135,633) 208,304,966 207,924,714 8,336 8,336 118,311,685 134,591,497 2,249,342 2,347,404 13,460 – 120,582,823 136,947,237 285,119 1,010,051 – – 1,945,527 1,597,079 6,731,998 6,492,992 1,030,266 2,222,196 437,202 612,433 21,542,943 16,887,150 39,060 – 32,012,115 28,821,901 152,594,938 165,769,138 360,899,904 373,693,852 |
Company 2024 2023 $ $ 7,575 3,385 51,666 – – – 142,058,299 142,058,299 1 1 – 502,881 142,117,541 142,564,566 – – 24,725 16,749 17,000 17,000 47,048,909 46,086,084 – – – – – – 3,998,761 153,658 51,089,395 46,273,491 – – 51,089,395 46,273,491 193,206,936 188,838,057 140,099,994 140,099,994 (33,312,069) (34,706,499) – – 106,787,925 105,393,495 – – – – 2,249,342 2,347,404 13,460 – 2,262,802 2,347,404 285,068 1,010,000 83,499,701 79,805,679 28,222 14,706 304,158 266,773 – – – – – – 39,060 – 84,156,209 81,097,158 86,419,011 83,444,562 193,206,936 188,838,057 |
Company 2024 2023 $ $ 7,575 3,385 51,666 – – – 142,058,299 142,058,299 1 1 – 502,881 142,117,541 142,564,566 – – 24,725 16,749 17,000 17,000 47,048,909 46,086,084 – – – – – – 3,998,761 153,658 51,089,395 46,273,491 – – 51,089,395 46,273,491 193,206,936 188,838,057 140,099,994 140,099,994 (33,312,069) (34,706,499) – – 106,787,925 105,393,495 – – – – 2,249,342 2,347,404 13,460 – 2,262,802 2,347,404 285,068 1,010,000 83,499,701 79,805,679 28,222 14,706 304,158 266,773 – – – – – – 39,060 – 84,156,209 81,097,158 86,419,011 83,444,562 193,206,936 188,838,057 |
|---|---|---|---|---|
| 3,385 – – 142,058,299 1 502,881 |
||||
| 142,564,566 – 16,749 17,000 46,086,084 – – – 153,658 |
||||
| 46,273,491 – |
||||
| 46,273,491 | ||||
| 188,838,057 | ||||
| 140,099,994 (34,706,499) – |
||||
| 105,393,495 – – 2,347,404 – |
||||
| 2,347,404 1,010,000 79,805,679 14,706 266,773 – – – – |
||||
| 81,097,158 | ||||
| 83,444,562 | ||||
| 188,838,057 |
The annexed notes form an integral part of and should be read in conjunction with these financial statements.
55
Annual Report 2024
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the financial year ended 31 December 2024
| Revenue Cost of sales Gross profts Interest income Other income Other expenses Marketing and distribution expenses General and administrative expenses Finance costs Share of results of a joint venture, net of tax Proft before tax Tax expense Proft for the year Other comprehensive income/(loss) after tax: Items that may be reclassifed subsequently to proft or loss: Exchange differences arising from consolidation of foreign operations Other comprehensive loss for the year, net of nil tax Total comprehensive income for the year Proft attributable to: Owners of the Company Total comprehensive income attributable to: Owners of the Company Earnings per share (cents): - Basic - Diluted |
Note 4 5 25 26A 26B 27 9 28 29 30 30 |
Year ended 31 December 2024 $ 13,381,642 (153,240) 13,228,402 125,437 461,919 (440,000) (398,360) (5,132,916) (6,673,233) (251,800) 919,449 (522,119) 397,330 (17,078) (17,078) 380,252 397,330 380,252 0.01 0.01 |
Year ended 31 December 2023 $ |
|---|---|---|---|
| 13,785,607 (39,871) |
|||
| 13,745,736 21,226 767,515 – (67,928) (4,252,547) (7,621,751) (35,892) |
|||
| 2,556,359 (587,733) |
|||
| 1,968,626 | |||
| (8,652) | |||
| (8,652) | |||
| 1,959,974 | |||
| 1,968,626 | |||
| 1,959,974 | |||
| 0.07 0.07 |
The annexed notes form an integral part of and should be read in conjunction with these financial statements.
56 Pollux Properties Ltd
Consolidated Statement of Changes in Equity
For the financial year ended 31 December 2024
| The Group At 1 January 2023 Proft for the year Other comprehensive loss Total comprehensive income/(loss) for the year At 31 December 2023 Proft for the year Other comprehensive loss Total comprehensive income/(loss) for the year At 31 December 2024 |
Equity attributable to owners of the Company Share capital Revenue reserve Foreign currency translation reserve $ $ $ 140,099,994 65,991,727 (126,981) – 1,968,626 – – – (8,652) – 1,968,626 (8,652) 140,099,994 67,960,353 (135,633) – 397,330 – – – (17,078) – 397,330 (17,078) 140,099,994 68,357,683 (152,711) |
Equity attributable to owners of the Company Share capital Revenue reserve Foreign currency translation reserve $ $ $ 140,099,994 65,991,727 (126,981) – 1,968,626 – – – (8,652) – 1,968,626 (8,652) 140,099,994 67,960,353 (135,633) – 397,330 – – – (17,078) – 397,330 (17,078) 140,099,994 68,357,683 (152,711) |
Total equity $ |
|---|---|---|---|
| Share capital $ 140,099,994 – – – 140,099,994 – – – 140,099,994 |
Revenue reserve $ 65,991,727 1,968,626 – 1,968,626 67,960,353 397,330 – 397,330 68,357,683 |
||
| 205,964,740 | |||
| 1,968,626 (8,652) |
|||
| 1,959,974 | |||
| 207,924,714 | |||
| 397,330 (17,078) |
|||
| 380,252 | |||
| 208,304,966 |
The annexed notes form an integral part of and should be read in conjunction with these financial statements.
Annual Report 2024 57
Consolidated Statement of Cash Flows
For the financial year ended 31 December 2024
| Cash Flows from Operating Activities Proft before taxation Adjustments for: Impairment loss on trade receivables Depreciation of property, plant and equipment Depreciation of right-of-use assets Interest income Reversal of provision on liquidated damages Reversal of retention sum payable Fair value loss/(gain) on investment properties Fair value (gain)/loss on quoted equity securities Fair value loss on unquoted equity securities Interest expense Share of results of a joint venture Currency realignment Operating proft before working capital changes Changes in trade receivables Changes in other receivables, deposits and prepaid operating expenses Changes in trade payables Changes in rental received in advance Changes in other payables and accruals Cash generated from operations Interest received Income taxes paid Net cash generated from operating activities Cash Flows from Investing Activities Purchase of property, plant and equipment (Note A) Advances to related parties Proceeds from capital return of unquoted securities Proceeds from sale of investment properties Net cash generated from/(used in) investing activities Cash Flows from Financing Activities (Repayment)/Proceeds of loan from joint venture (Note B) (Repayment to)/advance from related parties (Note B) Repayment of lease liabilities (Note B) Proceeds from loans and borrowings (Note B) Decrease in fxed deposits pledged (Note B) Repayment of loans and borrowings (Note B) Interest paid (Note B) Net cash used in fnancing activities |
Note 11, 28 6A 6B 25 26A 26A 7, 26A, 26B 28 28 27 9 7 |
Year ended 31 December 2024 $ 919,449 4,598 246,191 25,833 (125,437) – – 440,000 (5,283) 155,871 6,565,021 251,800 207,539 8,685,582 (10,280) (272,330) 348,448 (1,191,930) 433,146 7,992,636 125,437 (697,350) 7,420,723 (389,048) (195,428) 347,010 15,290,000 15,052,534 (98,062) (724,932) (24,979) 250,000 – (11,874,019) (6,565,021) (19,037,013) |
Year ended 31 December 2023 $ |
|---|---|---|---|
| 2,556,359 3,769 181,583 – (21,226) (150,792) (163,265) (420,000) 9,814 – 7,602,428 35,892 153,607 |
|||
| 9,788,169 653,845 29,770 (861,787) (402,201) (458,435) |
|||
| 8,749,361 21,226 (785,214) |
|||
| 7,985,373 (1,064,659) – – – |
|||
| (1,064,659) 59,257 1,010,000 – 1,500,000 1,000,000 (6,233,238) (7,602,428) |
|||
| (10,266,409) |
The annexed notes form an integral part of and should be read in conjunction with these financial statements.
58 Pollux Properties Ltd
Consolidated Statement of Cash Flows
For the financial year ended 31 December 2024
| Net increase/(decrease) in cash and cash equivalents Net effect of exchange rate changes on the balance of cash held in foreign currencies Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Note 16 |
Year ended 31 December 2024 $ 3,436,244 (51) 3,749,302 7,185,495 |
Year ended 31 December 2023 $ |
|---|---|---|---|
| (3,345,695) 34,658 7,060,339 |
|||
| 3,749,302 |
Note (A):
For the financial year ended 31 December 2024, cash payments of $389,048 (2023 - $1,064,659) consist of acquisition of property, plant and equipment made during the year with an aggregate cost of $194,908 (2023 - $784,565) and the balance pertains to partial payment made for property, plant and equipment purchased in prior periods.
Note (B):
The tables below detail changes in the Group’s liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group’s consolidated statement of cash flows as cash flows from financing activities.
| Cash fows | Cash fows | Non-cash changes | Non-cash changes | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Proceeds | ||||||||||||||||||
| from/ | ||||||||||||||||||
| (repayment) | ||||||||||||||||||
| Repayment | of loans and | Principal | ||||||||||||||||
| At 1 January |
Changes in bank |
of loans to fnancial |
payment to related |
elements of lease |
Interest | New | Finance | At 31 December |
||||||||||
| The Group | 2024 | pledges | institutions | parties | payments | paid | leases | costs | 2024 | |||||||||
| Note | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||
| Fixed deposit | ||||||||||||||||||
| pledged | 16 | (1,530,000) | – | – | – | – | – | – | – | (1,530,000) | ||||||||
| Loans and | ||||||||||||||||||
| borrowings | 19 | 151,478,647 | – | (11,874,019) | 250,000 | – | (6,562,800) | – | 6,562,800 | 139,854,628 | ||||||||
| Loan from joint | ||||||||||||||||||
| venture | 20 | 2,347,404 | – | – | (98,062) | – | – | – | – | 2,249,342 | ||||||||
| Lease liabilities | 21 | – | – | – | – | (24,979) | (2,221) | 77,499 | 2,221 | 52,520 | ||||||||
| Amount due to | ||||||||||||||||||
| related parties | 15 | 1,010,051 | – | – | (724,932) | – | – | – | – | 285,119 | ||||||||
| Cash fows | Non-cash changes |
|||||||||||||||||
| Proceeds | ||||||||||||||||||
| from | ||||||||||||||||||
| Repayment | loans | and | ||||||||||||||||
| 1 | At January |
Changes in bank |
of loans to fnancial |
advances from related |
Interest | Finance | At 31 December |
|||||||||||
| 2023 | pledges | institutions | parties | paid | costs | 2023 | ||||||||||||
| Note | $ | $ | $ | $ | $ | $ | $ | |||||||||||
| Fixed deposit pledged | 16 | (2,530,000) | 1,000,000 | – | – | – | – | (1,530,000) | ||||||||||
| Loans and borrowings | 19 | 156,211,885 | – | (6,233,238) | 1,500,000 | (7,602,428) | 7,602,428 | 151,478,647 | ||||||||||
| Loan from joint venture | 20 | 2,288,147 | – | – | 59,257 | – | – | 2,347,404 | ||||||||||
| Amount due to related | ||||||||||||||||||
| parties | 15 | 51 | – | – | 1,010,000 | – | – | 1,010,051 |
The annexed notes form an integral part of and should be read in conjunction with these financial statements.
59
Annual Report 2024
Notes to the Financial Statements
For the financial year ended 31 December 2024
1 General Information
The financial statements of the Group and the Company for the year ended 31 December 2024 were authorised for issue in accordance with a resolution of the directors on the date of the Directors’ statement.
The Company is incorporated as a limited liability company domiciled in the Republic of Singapore. The Company is listed on the Catalist Board of the Singapore Exchange Securities Trading Limited (“SGX-ST”).
The registered office and principal place of business of the Company is at 40A Orchard Road, #M_02 MacDonald House, Singapore 238838.
The immediate holding company is Pollux Holdings Pte. Ltd., a company incorporated in Singapore. The ultimate holding company is PT. Pollux Multi Artha, a company incorporated in Indonesia.
The principal activity of the Company is that of investment holding. The principal activities of its subsidiaries and joint venture are disclosed in Notes 8 to 9 to the financial statements, respectively.
2 Going concern
The financial statements have been prepared on a going concern basis, notwithstanding that the Group’s current liabilities exceeded its current assets by $11,925,521 (2023 - $20,150,223) as at 31 December 2024.
As at 31 December 2024, the Group has cash and cash equivalents of $7,185,495 (2023 - $3,749,302). The Group has also generated positive cash inflows from its operations of $7,420,723 (2023 - $7,985,373) during the year. The cash flow projection for at least the next 12 months from the date of the financial statements prepared by management resulted in a positive net cash balance. The ability of the Group to continue as a going concern is dependent on the generation of sufficient income. The directors are of the view that the Group will have sufficient cash resources to satisfy its working capital requirements and short-term obligations within the next 12 months after the date of the financial statements to enable it to continue operations and meet its liabilities as and when they fall due based on the following:
-
(i) The Group’s ability to generate sufficient cash flows from its operating activities.
-
(ii) $12.9 million (2023 - $7.5 million) of the Group’s current loans and borrowings are on an annual revolving basis and management expects them to be renewed as and when they fall due.
-
(iii) Unutilised credit facilities of $8.25 million (2023 - $8.5 million) yet to be drawn down by the Group.
-
(iv) Subsequent to year-end, the Group received net cash proceeds of $3.9 million upon completion of the sale of 2 of its residential units.
60 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
3(a) Basis of preparation
The financial statements have been prepared in accordance with the provisions of the Singapore Companies Act 1967 and Singapore Financial Reporting Standards (International) (“SFRS(I)”), and have been prepared under the historical cost convention, except as disclosed in the accounting policies below.
The financial statements are presented in Singapore Dollars (SGD) which is the Company’s functional currency. All financial information are disclosed in Singapore Dollars, unless otherwise stated.
3(b) Adoption of new and revised SFRS(I) effective for the current financial year
On 1 January 2024, the Group and the Company have adopted all the new and revised SFRS(I), SFRS(I) interpretations (“SFRS(I) INT”) and amendments to SFRS(I), effective for the current financial year that are relevant to them. The adoption of these new and revised SFRS(I) pronouncements does not result in significant changes to the Group’s and the Company’s accounting policies and has no material effect on the amounts or the disclosures reported for the current or prior reporting periods.
| Effective date | ||
|---|---|---|
| (Annual periods | ||
| beginning on | ||
| Reference | Description | or after) |
| Amendments to SFRS(I) 1-1 | Classifcation of Liabilities as Current or Non-current | 1 January 2024 |
| Amendments to SFRS(I) 1-1 | Non-current Liabilities with Covenants | 1 January 2024 |
| Amendments to SFRS(I) 16 | Lease Liability in a Sale and Leaseback | 1 January 2024 |
| Amendments to SFRS(I) 1-7 | Supplier Finance Arrangements | 1 January 2024 |
| and SFRS(I) 7 |
Amendments to SFRS(I) 1-1 Classifcation of Liabilities as Current or Non-current
The amendments clarify that the classification of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period, specify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability, explain that rights are in existence if covenants are complied with at the end of the reporting period, and introduce a definition of ‘settlement’ to make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services.
There is no impact to the financial statements on initial application.
61
Annual Report 2024
Notes to the Financial Statements
For the financial year ended 31 December 2024
3(b) Adoption of new and revised SFRS(I) effective for the current financial year (Cont’d)
Amendments to SFRS(I) 1-1 Non-current Liabilities with Covenants
The amendments specify that only covenants that an entity is required to comply with on or before the end of the reporting period affect the entity’s right to defer settlement of a liability for at least twelve months after the reporting date and therefore must be considered in assessing the classification of the liability as current or non-current. Such covenants affect whether the right exists at the end of the reporting period, even if compliance with the covenant is assessed only after the reporting date.
The right to defer settlement of a liability for at least twelve months after the reporting date is not affected if an entity only has to comply with a covenant after the reporting period. However, if the entity’s right to defer settlement of a liability is subject to the entity complying with covenants within twelve months after the reporting period, an entity discloses information that enables users of financial statements to understand the risk of the liabilities becoming repayable within twelve months after the reporting period. This would include information about the covenants (including the nature of the covenants and when the entity is required to comply with them), the carrying amount of related liabilities and facts and circumstances, if any, that indicate that the entity may have difficulties complying with the covenants.
There is no impact to the financial statements upon adoption as there have been no breaches in loan covenants for both short-term and long-term loans.
Amendments to SFRS(I) 16 Lease Liability in a Sale and Leaseback
The amendments add subsequent measurement requirements for sale and leaseback transactions that satisfy the requirements to be accounted for as a sale. The amendments require the seller-lessee to determine ‘lease payments’ or ‘revised lease payments’ such that the seller-lessee does not recognise a gain or loss that relates to the right of use retained by the seller-lessee after the commencement date.
The amendments do not affect the gain or loss recognised by the seller-lessee relating to the partial or full termination of a lease. Without these new requirements, a seller-lessee may have recognised a gain on the right of use it retains solely because of a remeasurement of the lease liability applying the general requirements. This could have been particularly the case in a leaseback that includes variable lease payments that do not depend on an index or rate.
There is no impact on the financial statements on initial application as the Group does not have such transactions in scope of SFRS(I) 16 as at the reporting date.
- Amendments to SFRS(I) 1 7 and SFRS(I) 7 Supplier Finance Arrangements
The amendments clarify the characteristics of supplier finance arrangements and introduce additional disclosure requirements. The disclosure requirements are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk.
There are specific transition provisions in the first annual reporting period in which the entity applies the amendments, including available reliefs with respect to disclosure of comparative information, disclosure of certain opening balances, and interim financial statements.
There is no impact on the financial statements on initial application as the Group does not have such arrangements in scope of SFRS(I) 7 as at the reporting date.
62 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
3(c) New and revised SFRS(I) in issue but not yet effective
At the date of authorisation of these financial statements, the Group and the Company have not early adopted the new and revised SFRS(I), SFRS(I) INT and amendments to SFRS(I) that have been issued but are not yet effective to them. Management anticipates that the adoption of these new and revised SFRS(I) pronouncements in future periods will not have a material impact on the Group’s and the Company’s accounting policies in the period of their initial application.
| Effective date | ||
|---|---|---|
| (Annual periods | ||
| beginning on | ||
| Reference | Description | or after) |
| Amendments to SFRS(I) 1-21 | Lack of Exchangeability | 1 January 2025 |
| Amendments to SFRS(I) 9 and | Classifcation and Measurement of Financial | 1 January 2026 |
| SFRS(I) 7 | Instruments | |
| Amendments to SFRS(I) 9 and | Contracts Referencing Nature-dependent Electricity | 1 January 2026 |
| SFRS(I) 7 | ||
| Annual Improvements to SFRS(I) | - Volume 11 | 1 January 2026 |
| SFRS(I) 18 | Presentation and Disclosure in Financial Statements | 1 January 2027 |
| SFRS(I) 19 | Subsidiaries without Public Accountability: Disclosures | 1 January 2027 |
| Amendments to SFRS(I) 10 and | Sale or Contribution of Assets between an Investor | Yet to be |
| SFRS(I) 1-28 | and its Associate or Joint Venture | determined |
3(d) Critical accounting judgements and key sources of estimation uncertainty
The preparation of the financial statements in conformity with SFRS(I) requires the use of judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of incomes and expenses during the financial year. Although these estimates are based on management’s best knowledge of current events and actions, actual results may differ from those estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revision to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.
63
Annual Report 2024
Notes to the Financial Statements
For the financial year ended 31 December 2024
3(d) Critical accounting judgements and key sources of estimation uncertainty (Cont’d)
The critical accounting estimates and assumptions used and areas involving significant judgement are described below.
Significant judgements in applying accounting policies
(i) Determination of functional currency
The Group measures foreign currency translation in the respective currencies of the Company and its subsidiaries. In determining the functional currencies of the entities in the Group, judgement is required to determine the currency that mainly influences sales prices for goods and services and of the country whose competitive forces and regulations mainly determines the sales prices of its goods and services. The functional currencies of the entities in the Group are determined based on management’s assessment of the economic environment in which the entities operate and the entities’ process of determining sales prices.
(ii) Income taxes
The Group has exposure to income taxes in Singapore and Indonesia. Significant judgement is involved in determining the group-wide provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
(iii) Deferred taxation on investment properties
For the purposes of measuring deferred tax liabilities or assets arising from investment properties that are measured using the fair value model, management has reviewed the Group’s investment property portfolio and concluded that they are not held under a business model whose objective is to consume substantially all of the economic benefits embodied in the investment properties over time, but rather through sale of the investment properties instead. Therefore, in determining the Group’s deferred taxation on investment properties, management has determined that the presumption that investment properties measured using the fair value model are recovered through sale is not rebutted. There is no capital gain tax on disposal of investment properties in Singapore.
Key sources of estimation uncertainty
(i) Valuation of investment properties (Note 7, 37)
The Group’s investment properties are stated at estimated fair values based on the valuation performed by independent professional valuers using valuation techniques (direct comparison method and discounted cash flow method) which involve certain estimates and significant unobservable inputs. In relying on valuation reports, the management has exercised its judgement and is satisfied that the valuation methods and estimates are reflective of current market conditions. A 5% adjustment to the fair value of investment properties from management’s estimates would result in approximately $16,062,000 (2023 - $17,223,500) variance to the Group’s results for the year. The fair values of the Group’s investment properties and the information relating to the valuation techniques and inputs used in determining their fair value are disclosed in Note 7 and 37, respectively.
64 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
3(d) Critical accounting judgements and key sources of estimation uncertainty (Cont’d)
Key sources of estimation uncertainty (Cont’d)
- (ii) Impairment of fnancial assets (Note 11, 12, 14, 15, 16)
The impairment provisions for financial assets are based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Group’s past historical experience, existing market conditions as well as forward-looking estimates at the end of each reporting period. The carrying amounts of the Group’s and the Company’s trade and other receivables and balances due from related parties at the end of the reporting period are disclosed in Note 11, 12 and 15 respectively to the financial statements. A reasonably possible change in key assumptions indicates that the impact is insignificant.
The Company held non-trade receivables from its subsidiaries that are repayable on demand of $69,897,426 (2023 - $70,320,841) as at the reporting date. These balances are amounts extended to the subsidiaries to satisfy their short-term funding requirements. The impairment of the amounts due from subsidiaries is based on the expected loss model using general approach which considers the availability of highly accessible liquid assets of the subsidiaries to repay these amounts if demanded repayment at the reporting date. As a result of management’s assessment, allowance for impairment loss on non-trade receivables due from its subsidiaries during the financial year ended 31 December 2024 is disclosed in Note 14. A reasonably possible change in key assumptions indicates that the impact is insignificant.
(iii) Impairment of non-fnancial assets (Note 6A, 6B, 8, 9)
Property, plant and equipment, right-of-use asset, investments in subsidiaries and joint venture are tested for impairment whenever there is objective evidence or indication that these assets may be impaired.
Impairment exists when the carrying value of an asset or cash generating unit (“CGU”) exceeds its recoverable amount, which is the higher of its fair value less costs of disposal (“FVLCD”) and its value in use (“VIU”). The FVLCD calculation is based on available data from comparable sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs of disposing of the asset. The VIU calculation is based on a discounted cash flow (“DCF”) model. The cash flows are derived from the budget projected on a ten-year horizon for its properties in Indonesia. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash inflows and the growth rate used for extrapolation purposes.
The carrying amount of the property, plant and equipment and right-of-use asset in the Group’s consolidated financial statements are disclosed in Note 6A and 6B respectively. The carrying amount of the Company’s investment in subsidiaries and the Group’s investment in joint venture at the reporting date are disclosed in Note 8 and 9, respectively.
3(e) Material accounting policy information
The accounting policies used by the Group have been applied consistently to all periods presented in these financial statements.
Consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the end of the reporting period. The financial statements of the subsidiaries used in the preparation of the consolidated financial statements are prepared for the same reporting date as the Company. Consistent accounting policies are applied to like transactions and events in similar circumstances.
65
Annual Report 2024
Notes to the Financial Statements
For the financial year ended 31 December 2024
3(e) Material accounting policy information (Cont’d)
Consolidation (Cont’d)
All intra-group assets and liabilities, equity, income and expenses and unrealised gains and losses resulting from intra-group transactions and dividends are eliminated in full.
Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. Specifically, income and expenses of a subsidiary or an investee acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company or its subsidiary gains control until the date when the Company or its subsidiary ceases to control the subsidiary or investee.
Losses within a subsidiary are attributed to the non-controlling interest even if that results in a deficit balance.
Subsidiary
A subsidiary is an investee that is controlled by the Group. The Group controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
Thus, the Group controls an investee if, and only if, the Group has all of the following:
-
power over the investee;
-
exposure, or rights to variable returns from its involvement with the investee; and
-
the ability to use its power over the investee to affect its returns.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
When the Group has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Group considers all relevant facts and circumstances in assessing whether or not the Group’s voting rights in an investee are sufficient to give it power, including:
-
the size of the Group’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
-
potential voting rights held by the Group, other vote holders or other parties;
-
rights arising from other contractual arrangements; and
-
any additional facts and circumstances that indicate that the Group has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.
In the Company’s statement of financial position, investments in subsidiaries are accounted for at cost less impairment losses.
66 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
3(e) Material accounting policy information (Cont’d)
Consolidation (Cont’d)
Non-controlling interest
Non-controlling interest represents the equity in subsidiaries not attributable, directly or indirectly, to owners of the Company, and are presented separately in the consolidated statement of profit or loss and other comprehensive income and within equity in the consolidated statement of financial position, separately from equity attributable to owners of the Company. Those interests of non-controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Other non-controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity.
Changes in ownership interests in subsidiaries without change of control
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.
Changes in ownership interests in subsidiaries resulting in loss of control
When the Group loses control over a subsidiary, it:
-
de-recognises the assets (including goodwill) and liabilities of the subsidiary at their carrying amounts at the date when control is lost;
-
de-recognises the carrying amount of any non-controlling interest;
-
de-recognises the cumulative translation differences recorded in equity;
-
recognises the fair value of the consideration received;
-
recognises the fair value of any investment retained;
-
recognises any surplus or deficit in profit or loss;
-
re-classifies the Group’s share of components previously recognised in other comprehensive income to profit or loss or retained earnings, as appropriate.
A gain or loss is recognised in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interest. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable SFRS(I)s). The fair value of any investment retained in the former subsidiary at the date when the control is lost is regarded as the fair value on the initial recognition for subsequent accounting under SFRS(I) 9 or, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.
67
Annual Report 2024
Notes to the Financial Statements
For the financial year ended 31 December 2024
3(e) Material accounting policy information (Cont’d)
Consolidation (Cont’d)
Business combinations
Business combinations are accounted for by applying the acquisition method. Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition-related costs are recognised as expenses in the periods in which the costs are incurred and the services are received.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability will be recognised in profit or loss.
Non-controlling interest in the acquiree, that are present ownership interests and entitle their holders to a proportionate share of net assets of the acquiree are recognised on the acquisition date at either fair value, or the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets.
Any excess of the sum of the fair value of the consideration transferred in the business combination, the amount of non-controlling interest in the acquiree (if any), and the fair value of the Group’s previously held equity interest in the acquiree (if any), over the net fair value of the acquiree’s identifiable assets and liabilities is recorded as goodwill. In instances where the latter amount exceeds the former, the excess is recognised as gain on bargain purchase in profit or loss on the acquisition date.
Property, plant and equipment and depreciation
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation on other items of property, plant and equipment is calculated using the straight-line method to allocate their depreciable amount over their estimated useful lives as follows:
| Leasehold improvement | 3 years |
|---|---|
| Offce equipment | 5 years |
| Computers and software | 3 years |
| Furniture and fttings | 5 years |
| Operating equipment | 5 to 10 years |
| Linen, glass/silverware and uniforms | 4 years |
| Leasehold properties | Remaining lease periods |
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.
The useful life and depreciation method are reviewed at each financial year-end, and adjusted prospectively, if appropriate.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on de-recognition of the asset is included in profit or loss in the year the asset is derecognised.
68 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
3(e) Material accounting policy information (Cont’d)
Property, plant and equipment and depreciation (Cont’d)
Construction-in-progress represents hotel properties under renovation, which is stated at cost less any impairment losses, and is not depreciated. Costs comprise the purchase prices, purchase taxes and renovation costs. Construction-in-progress is reclassified to the appropriate category of property, plant and equipment when completed and ready for use.
Investment properties
Investment properties are properties that are either owned by the Group or leased under a operating lease that are held to earn rentals or for capital appreciation, or both, rather than for use in the production or supply of goods or services, or for administrative purposes, in the ordinary course of business. Investment properties comprise completed investment properties and properties that are being constructed or developed for future use as investment properties. Properties held under operating leases are classified as investment properties when the definition of an investment property is met.
Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at fair value. Gains or losses arising from changes in the fair values of investment properties are included in profit or loss in the year in which they arise.
Investment properties are de-recognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognised in profit or loss in the year of retirement or disposal.
Transfers are made to or from investment properties only when there is a change in use.
Non-current asset (or disposal groups) held-for-sale and discontinued operations
Non-current assets (or disposal groups) are classified as assets held-for-sale and carried at the lower of carrying amount and fair value less costs to sell if their carrying amount is recovered principally through a sale transaction rather than through continuing use. The assets are not depreciated or amortised while they are classified as heldfor-sale. Any impairment loss on initial classification and subsequent measurement is recognised as an expense. Any subsequent increase in fair value less costs to sell (not exceeding the accumulated impairment loss that has been previously recognised) is recognised in profit or loss. The measurement provisions under SFRS(I) 5 do not apply for investment properties which are accounted for in accordance with the fair value model under SFRS(I) 1-40.
A discontinued operation is a component of an entity that either has been disposed of, or that is classified as held-for-sale and:
-
a) represents a separate major line of business or geographical area of operations;
-
b) is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations; or
-
c) is a subsidiary acquired exclusively with a view to resale.
Annual Report 2024 69
Notes to the Financial Statements
For the financial year ended 31 December 2024
3(e) Material accounting policy information (Cont’d)
Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
Impairment losses are recognised in profit or loss, except for assets that are previously revalued where the revaluation was taken to other comprehensive income. In this case, the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation.
A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in profit or loss. Impairment losses relating to goodwill cannot be reversed in future periods.
Joint ventures
The Group accounts for its investment in joint venture using the equity method from the date on which it becomes a joint venture.
On acquisition of the investment, any excess of the cost of the investment over the Group’s share of the net fair value of the investee’s identifiable assets and liabilities is accounted as goodwill and is included in the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the investee’s identifiable assets and liabilities over the cost of the investment is included as income in the determination of the Group’s share of the joint venture’s profit or loss in the period in which the investment is acquired.
Under the equity method, the investment in joint venture is carried in the balance sheet at cost plus post-acquisition changes in the Group’s share of net assets of the joint venture. The profit or loss reflects the share of results of the operations of the joint venture. Distributions received from joint venture reduce the carrying amount of the investment. Where there has been a change recognised in other comprehensive income by the joint venture, the Group recognises its share of such changes in other comprehensive income.
Unrealised gains and losses resulting from transactions between the Group and joint venture are eliminated to the extent of the interest in the joint venture.
When the Group’s share of losses in a joint venture equals or exceeds its interest in the joint venture, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint venture.
70 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
3(e) Material accounting policy information (Cont’d)
Joint ventures (Cont’d)
After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on the Group’s investment in joint venture. The Group determines at the end of each reporting period whether there is any objective evidence that the investment in the joint venture is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the joint venture and its carrying value and recognises the amount in profit or loss.
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
(a) Financial assets
Initial recognition and measurement
Financial assets are recognised when, and only when, the Group becomes a party to the contractual provisions of the financial instrument. The Group determines the classification of its financial assets at initial recognition.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.
Trade receivables are measured at the amount of consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third party, if the trade receivables do not contain a significant financing component at initial recognition.
Subsequent measurement
Investments in debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the contractual cash flow characteristics of the asset. The three measurement categories for classification of debt instruments are:
(i) Amortised cost
Financial assets that are held for the collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Financial assets are measured at amortised cost using the effective interest method, less impairment. Gains and losses are recognised in profit or loss when the assets are derecognised or impaired, and through amortisation process.
71
Annual Report 2024
Notes to the Financial Statements
For the financial year ended 31 December 2024
3(e) Material accounting policy information (Cont’d)
Financial instruments (Cont’d)
- (a) Financial assets (Cont’d)
Subsequent measurement (Cont’d)
Investments in debt instruments (Cont’d)
- (ii) Fair value through other comprehensive income (“FVOCI”)
Financial assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Financial assets measured at FVOCI are subsequently measured at fair value. Any gains or losses from changes in fair value of the financial assets are recognised in other comprehensive income, except for impairment losses, foreign exchange gains and losses and interest calculated using the effective interest method are recognised in profit or loss. The cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment when the financial asset is de-recognised.
- (iii) Fair value through profit or loss (“FVPL”)
Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value through profit or loss. A gain or loss on a debt instrument that is subsequently measured at fair value through profit or loss and is not part of a hedging relationship is recognised in profit or loss in the period in which it arises.
Investments in equity instruments
On initial recognition of an investment in equity instrument that is not held for trading, the Group may irrevocably elect to present subsequent changes in fair value in OCI. Dividends from such investments are to be recognised in profit or loss when the Group’s right to receive payments is established. For investments in equity instruments which the Group has not elected to present subsequent changes in fair value in OCI, changes in fair value are recognised in profit or loss.
De-recognition
A financial asset is de-recognised where the contractual right to receive cash flows from the asset has expired. On de-recognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income for debt instruments is recognised in profit or loss.
72 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
3(e) Material accounting policy information (Cont’d)
Financial instruments (Cont’d)
(b) Financial liabilities
Initial recognition and measurement
Financial liabilities are recognised when, and only when, the Group becomes a party to the contractual provisions of the financial instrument. The Group determines the classification of its financial liabilities at initial recognition.
All financial liabilities are recognised initially at fair value less in the case of financial liabilities not at fair value through profit or loss, directly attributable transaction costs.
Subsequent measurement
After initial recognition, financial liabilities that are not carried at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the liabilities are de-recognised, and through the amortisation process.
De-recognition
A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires. On de-recognition, the difference between the carrying amounts and the consideration paid is recognised in profit or loss.
(c) Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis or to realise the assets and settle the liabilities simultaneously.
Impairment of financial assets
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss and financial guarantee contracts. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is recognised for credit losses expected over the remaining life of the exposure, irrespective of timing of the default (a lifetime ECL).
73
Annual Report 2024
Notes to the Financial Statements For the financial year ended 31 December 2024
3(e) Material accounting policy information (Cont’d)
Impairment of financial assets (Cont’d)
For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
Allowance for ECL of other receivables are based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the ECL calculation, based on the Group’s past collection history, existing market conditions, current credit standing of debtor or significant financial difficulties of the debtor as well as forward looking estimates at each reporting date. Probability of default constitutes a key input in measuring ECL. Probability of default is an estimate of the likelihood of default over a given time of horizon, the calculation of which includes historical data, assumptions and expectations of future conditions.
The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand and short-term deposits that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value.
For the purposes of the consolidated statement of cash flows, fixed deposits pledged are excluded from cash and cash equivalents.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be estimated reliably.
Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Borrowing costs
Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the acquisition, construction or production of that asset. Capitalisation of borrowing costs commences when the activities to prepare the asset for its intended use or sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs are capitalised until the assets are substantially completed for their intended use or sale. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
74 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
3(e) Material accounting policy information (Cont’d)
Employee benefits
Defned contribution plans
The Group participates in the national pension schemes as defined by the laws of the countries in which it has operations. In particular, the Singapore companies in the Group make contributions to the Central Provident Fund scheme in Singapore, a defined contribution pension scheme. Contributions to defined contribution pension schemes are recognised as an expense in the period in which the related service is performed.
Key management personnel
Key management personnel are those persons having the authority and responsibility for planning, directing and controlling the activities of the entity. Directors and certain key executive officers are considered key management personnel.
Leases
(a) As lessee
The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of twelve months or less) and leases of low value assets. For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
i) Lease Liability
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses the incremental borrowing rate specific to the lessee. The incremental borrowing rate is defined as the rate of interest that the lessee would have to pay to borrow over a similar term and with a similar security the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment.
Lease payments included in the measurement of the lease liability comprise:
-
l fixed lease payments (including in-substance fixed payments), less any lease incentives;
-
l variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;
-
l the amount expected to be payable by the lessee under residual value guarantees;
-
l exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
-
l payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
75
Annual Report 2024
Notes to the Financial Statements
For the financial year ended 31 December 2024
3(e) Material accounting policy information (Cont’d)
Leases (Cont’d)
(a) As lessee (Cont’d)
- i) Lease Liability (Cont’d)
Variable lease payments that are not based on an index or a rate are not included as part of the measurement and initial recognition of the lease liability. The Group shall recognise those lease payments in profit or loss in the periods that trigger those lease payments. For all contracts that contain both lease and non-lease components, the Group has elected to not separate lease and non-lease components and account these as one single lease component.
The lease liabilities are presented as a separate line item in the statements of financial position.
The lease liability is subsequently measured at amortised cost, by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The Group remeasures the lease liability (with a corresponding adjustment to the related right-of-use asset or to profit or loss if the carrying amount of the right-of-use asset has already been reduced to nil) whenever:
-
l The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate;
-
l The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using the initial discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used); or
-
l A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate at the effective date of the modification.
-
ii) Right-of-use asset
The right-of-use asset comprises the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.
Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under SFRS(I) 1-37. To the extent that the costs relate to a right-of-use asset, the costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories.
76 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
3(e) Material accounting policy information (Cont’d)
Leases (Cont’d)
(a) As lessee (Cont’d)
ii) Right-of-use asset (Cont’d)
Depreciation on right-of-use assets is calculated using the straight-line method to allocate their depreciable amounts over the shorter period of lease term and useful life of the underlying asset, as follows:
Use of office premises: over lease term of 2 years
If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
The right-of-use assets are presented as a separate line item in the statements of financial position.
The Group applies SFRS(I) 1-36 Impairment of Assets to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss.
(b) As lessor
Leases in which the Group does not transfer substantially all the risks and rewards of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same bases as rental income. The accounting policy for rental income is set out below. Contingent rents are recognised as revenue in the period in which they are earned.
Revenue
Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties. Revenue is recognised when the Group satisfies a performance obligation by transferring a promised good or service to the customer, which is when the customer obtains control of the good or service. A performance obligation may be satisfied at a point in time or over time. The amount of revenue recognised is the amount allocated to the satisfied performance obligation.
(a) Rental income
Rental income arising on investment properties is accounted for on a straight-line basis over the lease terms on ongoing leases. The aggregate costs of incentives provided to lessees are recognised as a reduction of rental income over the lease term on a straight-line basis.
(b) Rendering of services
Revenue from hotel operations, comprising primarily the use of rooms, food and beverage sales and other services are recognised when rooms are occupied, food and beverages are sold and services are performed.
77
Annual Report 2024
Notes to the Financial Statements
For the financial year ended 31 December 2024
3(e) Material accounting policy information (Cont’d)
Government grants
Government grants are recognised when there is reasonable assurance that the grants will be received, and all attaching conditions will be complied with.
Government grants are recognised in profit or loss on a systematic basis over the periods in which the entity recognises as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets (including property, plant and equipment) are recognised as deferred income in the consolidated statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.
Income tax
(a) Current income tax
Current tax assets and liabilities for the current period and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the end of the reporting period, in the country where the Group operates and generates taxable income.
Current income taxes are recognised in profit or loss except to the extent that the tax relates to items recognised outside profit or loss, either in other comprehensive income or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subjected to interpretation and establishes provisions where appropriate.
(b) Deferred tax
Deferred income tax is provided using the liability method on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all temporary differences, except:
-
where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting nor taxable profit or loss; and
-
in respect of taxable temporary differences associated with investments in subsidiaries, joint venture and associate, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
78 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
3(e) Material accounting policy information (Cont’d)
Income tax (Cont’d)
(b) Deferred tax (Cont’d)
Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except:
-
where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting nor taxable profit or loss; and
-
in respect of deductible temporary differences associated with investments in subsidiaries, joint venture and associate, deferred income tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the end of each reporting period.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity and deferred tax arising from a business combination is adjusted against goodwill on acquisition.
Deferred tax assets and liabilities are recognised on transactions that, on initial recognition, give rise to equal amounts of deductible and taxable temporary differences, arising from leases and decommissioning liabilities.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets and they relate to income taxes levied by the same tax authorities on the same taxable entity, or on different tax entities, provided they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
79
Annual Report 2024
Notes to the Financial Statements
For the financial year ended 31 December 2024
3(e) Material accounting policy information (Cont’d)
Income tax (Cont’d)
(c) Goods and services tax (“GST”)
Revenues, expenses and assets are recognised net of the amount of sales tax except:
-
Where the GST incurred in a purchase of assets or services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
-
Receivables and payables that are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.
Share capital and share issue expenses
Proceeds from issuance of ordinary shares are recognised as share capital in equity. Incremental costs directly attributable to the issuance of ordinary shares are deducted against share capital.
Contingencies
A contingent liability is:
-
(a) a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group; or
-
(b) a present obligation that arises from past events but is not recognised because:
-
(i) It is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or
-
(ii) The amount of the obligation cannot be measured with sufficient reliability.
A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group.
Contingent liabilities and assets are not recognised on the consolidated statement of financial position of the Group except for contingent liabilities assumed in a business combination that are present obligations and which the fair values can be reliably determined.
80 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
3(e) Material accounting policy information (Cont’d)
Related parties
A related party is defined as follows:
-
(a) A person or a close member of that person’s family is related to the Group and the Company if that person:
-
(i) has control or joint control over the Company;
-
(ii) has significant influence over the Company; or
-
(iii) is a member of the key management personnel of the Group or Company or of a parent of the Company.
-
(b) An entity is related to the Group and the Company if any of the following conditions applies:
-
(i) the entity and the Company are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others);
-
(ii) one entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member);
-
(iii) both entities are joint ventures of the same third party;
-
(iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity;
-
(v) the entity is a post-employment benefit plan for the benefit of employees of either the Company or an entity related to the Company. If the Company is itself such a plan, the sponsoring employers are also related to the Company;
-
(vi) the entity is controlled or jointly controlled by a person identified in (a);
-
(vii) a person identified in (a) (i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity); or
-
(viii) the entity, or any member of a group of which it is a part, provides key management personnel services to the reporting entity or to the parent of the reporting entity.
In considering each possible related party relationship, attention is directed to the substance of the relationship and not merely the legal form.
81
Annual Report 2024
Notes to the Financial Statements
For the financial year ended 31 December 2024
3(e) Material accounting policy information (Cont’d)
Functional currency
Functional and presentation currency
Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The financial statements of the Group and the Company are presented in Singapore Dollars, which is also the functional currency of the Company.
Conversion of foreign currencies
In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions.
At the end of the reporting period, monetary items denominated in foreign currencies are retranslated at the exchange rates prevailing at that date.
Currency translation differences resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing exchange rates at the balance sheet date are recognised in profit or loss, unless they arise from borrowings in foreign currencies and other currency instruments designated and qualifying as net investment hedges and net investment in foreign operations. Those currency translation differences are recognised in other comprehensive income and accumulated in the foreign currency translation reserve in the consolidated financial statements and transferred to profit or loss as part of the gain or loss on disposal of the foreign operation.
Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the exchange rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of transaction.
Translation of Group entities’ fnancial statements
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
-
l Assets and liabilities are translated at the closing exchange rates at the end of the reporting period;
-
l Income and expenses for each statement presenting profit and loss and other comprehensive income (i.e. including comparatives) shall be translated at exchange rates at the dates of the transactions; and
-
l All resulting exchange differences are recognised in other comprehensive income and accumulated in the foreign currency translation reserve.
82 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
3(e) Material accounting policy information (Cont’d)
Earnings per share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year, adjusted for own shares held.
Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for the effects of all dilutive potential ordinary shares.
Segment reporting
A business segment is a distinguishable component of the Group engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is a distinguishable component of the Group engaged in providing products or services within a particular economic environment that is subject to risks and returns that are different from those of segments operating in other economic environments.
Operating segments are reported in a manner consistent with the internal reporting provided to the executive committee whose members are responsible for allocating resources and assessing performance of the operating segments.
4 Revenue
The principal activities of the Group consist of leasing of its residential and commercial properties and operations of hotels.
| The Group Hotel operations (Revenue from contracts with customers) Rental income Total Revenue |
2024 $ 492,287 12,889,355 13,381,642 |
2023 $ |
|---|---|---|
| 201,603 13,584,004 |
||
| 13,785,607 |
83
Annual Report 2024
Notes to the Financial Statements
For the financial year ended 31 December 2024
4 Revenue (Cont’d)
(a) Disaggregation of revenue
| Primary geographical markets Singapore Indonesia Major product or service lines Residential properties Commercial properties Hotel operation Revenue from contracts with customers Timing of transfer of goods or services At a point in time |
Rental income 2024 2023 $ $ 12,889,355 13,584,004 – – 12,889,355 13,584,004 1,239,090 1,411,067 11,650,265 12,172,937 – – 12,889,355 13,584,004 – – – – |
Hotel operations 2024 2023 $ $ – – 492,287 201,603 492,287 201,603 – – – – 492,287 201,603 492,287 201,603 492,287 201,603 492,287 201,603 |
Total revenue 2024 2023 $ $ 12,889,355 13,584,004 492,287 201,603 13,381,642 13,785,607 1,239,090 1,411,067 11,650,265 12,172,937 492,287 201,603 13,381,642 13,785,607 492,287 201,603 492,287 201,603 |
Total revenue 2024 2023 $ $ 12,889,355 13,584,004 492,287 201,603 13,381,642 13,785,607 1,239,090 1,411,067 11,650,265 12,172,937 492,287 201,603 13,381,642 13,785,607 492,287 201,603 492,287 201,603 |
|---|---|---|---|---|
| 13,584,004 201,603 |
||||
| 13,785,607 | ||||
| 1,411,067 12,172,937 201,603 |
||||
| 13,785,607 | ||||
| 201,603 | ||||
| 201,603 |
- Rental income is generated from the leasing of the Group’s residential and commercial investment properties under lease agreements. This meets the criteria of SFRS(I) 16 Leases and falls out of scope of SFRS(I) 15 Revenue from contracts with customers.
84 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
4 Revenue (Cont’d)
(b) Contract balances from contracts with customers
Information about receivables from contracts with customers are disclosed as follows:
| The Group Receivables from contracts with customers Cost of sales The Group Cost of sales in relation to: Hotel operations Total |
2024 $ 88,755 2024 $ 153,240 153,240 |
2023 $ |
|---|---|---|
| 88,755 | ||
| 2023 $ |
||
| 39,871 | ||
| 39,871 |
5 Cost of sales
85
Annual Report 2024
Notes to the Financial Statements
For the financial year ended 31 December 2024
| The Group Leasehold improvement Offce equipment Computers and software Furniture and fttings Operating equipment Linen, glass/ silverware and uniforms Construction- in-progress Leasehold properties Total* |
$ $ $ $ $ $ $ $ $ |
Cost | At 1 January 2023 250,496 39,984 219,879 1,946,966 665,946 117,612 16,872,054 – 20,112,937 |
Additions – – – 270,604 17,089 – 496,872 – 784,565 |
Reclassifcation to | Leasehold properties* – – – – – – (1,808,458) 1,808,458 – |
Currency realignment – – – – – – (176,806) (20,112) (196,918) |
At 31 December 2023 250,496 39,984 219,879 2,217,570 683,035 117,612 15,383,662 1,788,346 20,700,584 |
Additions – – 7,520 103,453 – – 83,935 – 194,908 |
Reclassifcation to | Leasehold properties* – – – – – – (1,082,114) 1,082,114 – |
Currency realignment – – (2,337) – – – (195,239) (26,990) (224,566) |
At 31 December 2024 250,496 39,984 225,062 2,321,023 683,035 117,612 14,190,244 2,843,470 20,670,926 |
Accumulated depreciation | At 1 January 2023 187,698 39,984 196,701 1,946,138 570,837 117,612 – – 3,058,970 |
Depreciation for the year | (Note 28) 27,402 – 6,273 21,264 34,249 – – 92,395 181,583 |
At 31 December 2023 215,100 39,984 202,974 1,967,402 605,086 117,612 – 92,395 3,240,553 |
Depreciation for the year | (Note 28) 23,009 – 8,004 89,005 28,638 – – 97,535 246,191 |
At 31 December 2024 238,109 39,984 210,978 2,056,407 633,724 117,612 – 189,930 3,486,744 |
Net carrying amount | At 31 December 2024 12,387 – 14,084 264,616 49,311 – 14,190,244 2,653,540 17,184,182 |
At 31 December 2023 35,396 – 16,905 250,168 77,949 – 15,383,662 1,695,951 17,460,031 |
* Transfer to leasehold properties |
In the last fnancial year, 2 foors of a hotel property in Indonesia were completed and had begun operations. Whereas in 2024, 1 foor each of the other 2 properties in Indonesia were completed and had commenced operations. Therefore, the related costs for the respective foors had been reclassifed from construction-in-progress to leasehold properties. |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
86 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
6A Property, plant and equipment (Cont’d)
| The Company Cost At 1 January 2023 Additions At 31 December 2023 Additions At 31 December 2024 Accumulated depreciation At 1 January 2023 Depreciation for the year At 31 December 2023 Depreciation for the year At 31 December 2024 Net carrying amount At 31 December 2024 At 31 December 2023 |
Leasehold improvement $ 27,919 – 27,919 – 27,919 27,919 – 27,919 – 27,919 – – |
Offce equipment $ 12,364 – 12,364 – 12,364 12,364 – 12,364 – 12,364 – – |
Computers and software $ 63,737 – 63,737 7,520 71,257 56,416 3,936 60,352 3,330 63,682 7,575 3,385 |
Furniture and fttings $ 69,948 – 69,948 – 69,948 69,948 – 69,948 – 69,948 – – |
Total $ |
|---|---|---|---|---|---|
| 173,968 – |
|||||
| 173,968 7,520 |
|||||
| 181,488 | |||||
| 166,647 3,936 |
|||||
| 170,583 3,330 |
|||||
| 173,913 | |||||
| 7,575 | |||||
| 3,385 |
87
Annual Report 2024
Notes to the Financial Statements
For the financial year ended 31 December 2024
6B Right-of-use assets
| The Group & the Company Cost At 1 January 2023 Additions At 31 December 2023 Additions At 31 December 2024 Accumulated depreciation At 1 January 2023 Depreciation for the year At 31 December 2023 Depreciation for the year (Note 28) At 31 December 2024 Net carrying amount At 31 December 2024 At 31 December 2023 |
Use of Premises $ |
|---|---|
| – – |
|
| – 77,499 |
|
| 77,499 | |
| – – |
|
| – 25,833 |
|
| 25,833 | |
| 51,666 | |
| – |
Right-of-use asset represented the lease of current office space by the Company that commenced in May 2024 and expiring in May 2026.
Depreciation of plant and equipment and right-of-use asset is recognised in the “general and administrative expenses” in the consolidated statement of profit or loss and other comprehensive income.
7 Investment properties
| The Group At beginning of the year Fair value (loss)/gain recognised in proft or loss, net (Note 28) Transfer to assets held-for-sale (Note 17) Disposal of investment properties At end of the year At valuation: Freehold properties Leasehold properties |
2024 $ 344,470,000 (440,000) (7,500,000) (15,290,000) 321,240,000 276,390,000 44,850,000 321,240,000 |
2023 $ |
|---|---|---|
| 344,050,000 420,000 – – |
||
| 344,470,000 | ||
| 297,920,000 46,550,000 |
||
| 344,470,000 |
88 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
7 Investment properties (Cont’d)
The following amounts are recognised in profit or loss:
| The Group Rental income arising from: - Residential or commercial investment properties Direct operating expenses arising from rental generating properties |
2024 $ 12,889,355 9,310,015 |
2023 $ |
|---|---|---|
| 13,584,004 9,804,796 |
The Group has no restrictions on the realisation of its investment properties and no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance or enhancements.
Valuation of investment properties
Investment properties are stated at fair value, which has been determined based on valuations performed at the end of the reporting date. The valuations were performed by an independent certified valuer who has appropriate recognised and relevant professional qualification and with recent experience within the local market and in the location and category of the investment properties valued. The fair value is based on the market value, being the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller at an arm’s length transaction. The investment properties are valued on a highest and best use basis. For all of the Group’s investment properties, the current use is considered to be the highest and best use. Details of the valuation techniques and inputs are disclosed in Note 37(b).
Investment properties pledged as security
Investment properties amounting to $ 321,240,000 (2023 - $344,470,000) are mortgaged to secure certain bank loans of the Group (Note 19).
The investment properties held by the Group as at 31 December 2024 and 2023 are as follows:
| Description and location 2 units at No. 432 Balestier Road 96 units at No. 554 Havelock Road 10-storey development at 40A Orchard 6 units at 57B Devonshire Road, The Suites @ Central 1 unit at 31 Tanglin Road, St. Regis Residences 1 unit at 238 Orchard Boulevard, The Orchard Residences |
Existing use Shops Commercial Commercial Residential Residential Residential |
Total net lettable area(square foot) 2,583 64,257 86,909 10,817 2,486 2,852 |
Tenure Freehold Leasehold Freehold Freehold 999 years 99 years |
Unexpired lease term |
|---|---|---|---|---|
| Freehold 10 years and 3 months Freehold Freehold 969 years 80 years |
Annual Report 2024 89
Notes to the Financial Statements
For the financial year ended 31 December 2024
8 Investments in subsidiaries
| The Company Unquoted equity investments, at cost |
2024 $ 142,058,299 |
2023 $ |
|---|---|---|
| 142,058,299 |
Details of investments in subsidiaries held by the Company as at 31 December 2024 and 2023 are as below.
| Name of subsidiaries Held by the Company Luban Investments Pte. Ltd.(1) Kovan Properties Pte. Ltd.(1) Pollux Alpha Investments Ltd.(1) Stirling Fort Capital Pte. Ltd (“SFCPL”)(1) Emerald Investments (SG) Pte. Ltd.(1) Diamond Investments (SG) Pte. Ltd.(1) Sapphire Investments (SG) Pte. Ltd.(1) Held through subsidiaries Boulevard Residences Pte. Ltd.(1) Bvlgari Park Residences Pte. Ltd.(1) Giorgio Residences Pte. Ltd.(1) Peninsula Park Residences Pte. Ltd.(1) Tinifa Investment Pte. Ltd.(1) |
Country of incorporation/ principal place of business Singapore Singapore British Virgin Islands Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore |
Proportion of ownership interest 2024 2023 % % 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 |
Principal activities |
|---|---|---|---|
| Property investment holding Investment holding Investment holding Fund management Investment holding Investment holding Investment holding Property development Property development Property development Property investment holding Property investment holding |
90 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
8 Investments in subsidiaries (Cont’d)
| Name of subsidiaries Held through subsidiaries (cont’d) Richmond View Investment Pte. Ltd.(1) Orchard Residence Investment Pte. Ltd.(1) Symbianta Worldwide Inc.(1) Savers Investment Ltd(1) Cherimoya Worldwide Corporation(1) PT. Investasi Cemerlang Sukses(2) PT. Mitra Investasi Abadi(2) PT. Sumber Makmur Investasi(2) |
Country of incorporation/ principal place of business Singapore Singapore British Virgin Islands British Virgin Islands British Virgin Islands Indonesia Indonesia Indonesia |
Proportion of ownership interest 2024 2023 % % 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 |
Principal activities |
|---|---|---|---|
| Property investment holding Property investment holding Property investment holding Property investment holding Property investment holding Hotel operations Hotel operations Hotel operations |
Notes:
(i) The respective auditors of the companies as listed as below:
(1) Audited by Foo Kon Tan LLP
(2) Audited by Foo Kon Tan LLP for the purpose of Group consolidation
(ii) (*) The entity was struck off on 7 August 2023 and reinstated to the local register on 4 July 2024.
91
Annual Report 2024
Notes to the Financial Statements
For the financial year ended 31 December 2024
9 Investment in a joint venture
| Unquoted equity investments, at cost Share of post-acquisition reserves |
The Group 2024 2023 $ $ 1 1 2,337,461 2,589,261 2,337,462 2,589,262 |
The Company 2024 2023 $ $ 1 1 – – 1 1 |
The Company 2024 2023 $ $ 1 1 – – 1 1 |
|---|---|---|---|
| 1 – |
|||
| 1 |
The Group held 50% (2023 - 50%) interest in the ownership and voting rights in a joint venture, Pollux Botero Pte. Ltd[(1)] . The joint venture was incorporated in Singapore and holds 100% interest in an entity. The Group jointly controls the joint venture entity with other partner under a contractual agreement and requires unanimous consent for all major decisions over the relevant activities. The Group has recognised its interest in the joint venture using the equity method.
Note:
- (1) Audited by Foo Kon Tan LLP
Summarised financial statement information in respect of Pollux Botero Pte. Ltd., in the consolidated financial statements is as follows:
| Summarised balance sheet Completed development property held for sale Trade and other receivables Due from shareholders (non-trade) Cash and cash equivalents Total assets Current fnancial liabilities, representing current liabilities Non-current liabilities Total liabilities |
2024 $ 700,000 5,140 4,615,233 305,655 5,626,028 951,104 – 951,104 |
2023 $ |
|---|---|---|
| 1,430,000 3,330 4,694,808 3,922 |
||
| 6,132,060 | ||
| 953,536 – |
||
| 953,536 |
92 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
9 Investment in a joint venture (Cont’d)
Reconciliation of the summarised financial information presented to the carrying amount of the Group’s interest in joint venture is as follows: -
| Net assets attributable to investee’s shareholders Group’s equity interest Group’s share of net assets Summarised statement of comprehensive income Revenue Other operating (loss)/income Operating expenses Finance costs Loss before tax Income tax expense Loss after tax Total comprehensive loss Proportion of the Group’s ownership Attributable to the Group Group’s interest in net assets of joint venture at beginning of the year Group’s share of loss for the year Group’s share of net assets at end of the year |
Pollux Botero Pte. Ltd. 2024 2023 $ $ 4,674,924 5,178,524 50% 50% 2,337,462 2,589,262 2024 2023 $ $ 8,000 9,000 (743) 1,376 (510,125) (81,563) (732) (597) (503,600) (71,784) – – (503,600) (71,784) (503,600) (71,784) 50% 50% (251,800) (35,892) Pollux Botero Pte. Ltd. 2024 2023 $ $ 2,589,262 2,625,154 (251,800) (35,892) 2,337,462 2,589,262 |
Pollux Botero Pte. Ltd. 2024 2023 $ $ 4,674,924 5,178,524 50% 50% 2,337,462 2,589,262 2024 2023 $ $ 8,000 9,000 (743) 1,376 (510,125) (81,563) (732) (597) (503,600) (71,784) – – (503,600) (71,784) (503,600) (71,784) 50% 50% (251,800) (35,892) Pollux Botero Pte. Ltd. 2024 2023 $ $ 2,589,262 2,625,154 (251,800) (35,892) 2,337,462 2,589,262 |
|---|---|---|
| 2,625,154 (35,892) |
||
| 2,589,262 |
93
Annual Report 2024
Notes to the Financial Statements
For the financial year ended 31 December 2024
10 Investment securities
| Non-current Equity investments (designated as) at FVPL: - Unquoted equity securities Current Equity investments (mandatorily measured) at FVPL: - Quoted equity securities |
The Group 2024 2023 $ $ – 502,881 329,285 324,002 |
The Company 2024 2023 $ $ – 502,881 – – |
The Company 2024 2023 $ $ – 502,881 – – |
|---|---|---|---|
| 502,881 | |||
| – |
Information about the Group’s and the Company’s exposure to market price risks and fair value measurement are included in Note 36 and Note 37 respectively.
11 Trade receivables
| The Group Trade receivables Less: Allowance for expected credit losses |
2024 $ 288,542 (148,263) 140,279 |
2023 $ |
|---|---|---|
| 278,262 (143,665) |
||
| 134,597 |
Trade receivables are generally on 7 - 30 days’ (2023 - 7 - 30 days’) terms. They are non-interest bearing and are recognised at their original invoice amounts which represent their fair values on initial recognition. Trade receivables are denominated in Singapore Dollars. The Group does not hold any collateral or other credit enhancements over its trade receivable balances. The balances of trade receivables are non-interest-bearing.
Expected credit losses
Loss allowance for trade receivables is measured at an amount equal to lifetime ECL. The movement in allowance in respect of trade receivables during the year is as follows:
| The Group Balance at beginning of year Impairment loss (Note 28) Amount written off as uncollectible Balance at end of year |
2024 $ 143,665 4,598 – 148,263 |
2023 $ |
|---|---|---|
| 140,856 3,769 (960) |
||
| 143,665 |
Information about the Group’s exposure to credit risks is disclosed in Note 36.
94 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
12 Other receivables and deposits
| Deposits Other receivables GST receivables |
The Group 2024 2023 $ $ 52,242 38,150 795,465 390,355 1,814,718 1,834,559 2,662,425 2,263,064 |
The Company 2024 2023 $ $ 12,650 16,749 4,775 – 7,300 – 24,725 16,749 |
The Company 2024 2023 $ $ 12,650 16,749 4,775 – 7,300 – 24,725 16,749 |
|---|---|---|---|
| 16,749 – – |
|||
| 16,749 |
Expected credit losses
The movement in allowance in respect of other receivables during the year is as follows:
| Balance at beginning Written off for the fnancial year Balance at end of year |
The Group 2024 2023 $ $ – 3,118,357 – (3,118,357) – – |
The Company 2024 2023 $ $ – – – – – – |
The Company 2024 2023 $ $ – – – – – – |
|---|---|---|---|
| – – |
|||
| – |
In the previous financial year, the Group had written off an allowance of $3,118,357 relating to impairment of payment of construction cost in advance to a main contractor since the balance was unlikely to be recovered.
Information about the Group’s and the Company’s exposure to foreign currency risks and credit risks are disclosed in Note 36.
Other receivables and deposits (excluding GST receivables) are denominated in the following currencies:
| Singapore dollars Indonesian Rupiah |
The Group 2024 2023 $ $ 846,957 390,528 750 37,977 847,707 428,505 |
The Company 2024 2023 $ $ 17,425 16,749 – – 17,425 16,749 |
The Company 2024 2023 $ $ 17,425 16,749 – – 17,425 16,749 |
|---|---|---|---|
| 16,749 – |
|||
| 16,749 |
95
Annual Report 2024
Notes to the Financial Statements For the financial year ended 31 December 2024
13 Prepaid operating expenses
The Group’s prepaid operating expense are primarily made for procurement of property agent commission service which have been paid in advance in order to obtain a lease contract that has commenced on 1 January 2023. It will be expensed off over the lease period upon lease commencement.
14 Due from subsidiaries
| The Company Due from subsidiaries Less: Allowance for impairment |
2024 $ 69,897,426 (22,848,517) 47,048,909 |
2023 $ |
|---|---|---|
| 70,320,841 (24,234,757) |
||
| 46,086,084 |
The amounts due from subsidiaries, representing intercompany loan advances, are non-trade in nature, unsecured, non-interest bearing, repayable on demand and to be settled in cash.
Impairment in amounts due from subsidiaries
As at the reporting date, management carried out a review of the recoverability of the non-trade amounts extended to its subsidiaries to determine if the amount of impairment allowance at year end is adequate. For amounts due from subsidiaries which are repayable on demand, expected credit losses are based on the assumption that repayment of these amounts due from subsidiaries is demanded at the reporting date. In performing this assessment, management has considered the highly accessible liquid assets of these subsidiaries. Accordingly, management has made a net reversal of impairment loss of $1,386,240 (2023 – net impairment loss of $2,684,169) on the amounts due from the subsidiaries during the year.
| The Company Balance at beginning of year Provision for expected credit losses Reversal of expected credit losses Balance at end of year |
2024 $ 24,234,757 163,384 (1,549,624) 22,848,517 |
2023 $ |
|---|---|---|
| 21,550,588 5,401,718 (2,717,549) |
||
| 24,234,757 |
Information about the Company’s exposure to credit risks is disclosed in Note 36.
96 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
15 Due from/(to) related parties
| Due from related parties Due to related parties |
The Group 2024 2023 $ $ 195,443 15 (285,119) (1,010,051) |
The Company 2024 2023 $ $ – – (285,068) (1,010,000) |
The Company 2024 2023 $ $ – – (285,068) (1,010,000) |
|---|---|---|---|
| – (1,010,000) |
The amounts due from related parties, representing payment on behalf, are denominated in Singapore Dollars, non-trade in nature, unsecured, non-interest bearing, repayable on demand and are to be settled in cash. They are recognised at their original amounts which represent their fair values on initial recognition.
The amounts due to related parties, representing advances from related parties, are denominated in Singapore Dollars, non-trade in nature, unsecured, interest-free and repayable on demand and are to be settled in cash.
Information about the Group’s and the Company’s exposure to credit risks and liquidity risks are disclosed in Note 36.
16 Cash and fixed deposits
| Cash and cash equivalents Fixed deposits pledged |
The Group 2024 2023 $ $ 7,185,495 3,749,302 1,530,000 1,530,000 8,715,495 5,279,302 |
The Company 2024 2023 $ $ 3,998,761 153,658 – – 3,998,761 153,658 |
The Company 2024 2023 $ $ 3,998,761 153,658 – – 3,998,761 153,658 |
|---|---|---|---|
| 153,658 – |
|||
| 153,658 |
Fixed deposits with maturities of within one year (2023 - within one year) are pledged to bank as collateral for banking facilities at the end of the financial year. The effective interest rate of the deposits was 2.16% (2023 - 0.56%) per annum.
Information about the Group’s and Company’s exposure to credit and foreign currency risks are disclosed in Note 36.
Total cash and bank balances are denominated in the following currencies:
| Singapore dollars Indonesian Rupiah |
The Group 2024 2023 $ $ 8,642,862 5,253,723 72,633 25,579 8,715,495 5,279,302 |
The Company 2024 2023 $ $ 3,998,761 153,658 – – 3,998,761 153,658 |
The Company 2024 2023 $ $ 3,998,761 153,658 – – 3,998,761 153,658 |
|---|---|---|---|
| 153,658 – |
|||
| 153,658 |
97
Annual Report 2024
Notes to the Financial Statements
For the financial year ended 31 December 2024
17 Assets held for sale
On 2 October 2024, the Group has publicly announced the decision of its Board of Directors to sell its property at 57B Devonshire Road #06-04 Singapore 239899, which is an investment property at a consideration of S$3,300,000. Option to Purchase (“OTP”) agreement was signed on 3 October 2024 and the sale was completed on 13 January 2025.
On 30 September 2024, the Group has publicly announced the decision of its Board of Directors to sell its property at 57B Devonshire Road #04-05 Singapore 239899, which is an investment property at a consideration of S$4,200,000. OTP agreement was signed on 14 October 2024 and the sale was completed on 3 February 2025.
As at 31 December 2024, the Group classified both disposal transactions as assets held for sale since they met the held-for-sale classification criteria in accordance with SFRS(I) 5 Non-current Assets Held for Sale and Discontinued Operations.
The assets are measured as follows:
| Investment properties | Carrying amount before classifcation as held for sale $ 7,620,000 |
Carrying amount as remeasured immediately before classifcation as held for sale $ |
|---|---|---|
| 7,500,000 |
The Group recognised a fair value loss of $120,000 on the investment properties immediately before classifying the disposal as held-for-sale.
18 Share capital
| The Group and The Company Issued and fully paid, with no par value Balance at beginning and at end of year |
2024 2023 No. of ordinary shares 2,759,468,325 2,759,468,325 |
2024 $ 140,099,994 |
2023 $ |
|---|---|---|---|
| 2,759,468,325 | 140,099,994 |
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per share without restrictions. The ordinary shares have no par value.
18(a) Foreign currency translation reserve
The foreign currency translation reserve represents exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from that of the Group’s presentation currency.
98 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
19 Loans and borrowings
| The Group Non-current Long-term bank loans Current Short-term bank loans Current portion of long-term bank loans Total |
Maturity 2026-2038 (FY2023 : 2025-2038) 2025 2025 |
2024 $ 118,311,685 12,861,600 8,681,343 21,542,943 139,854,628 |
2023 $ |
|---|---|---|---|
| 134,591,497 7,500,000 9,387,150 |
|||
| 16,887,150 | |||
| 151,478,647 |
-
(a) The Group’s loans are denominated in Singapore Dollars. During the financial year, the effective interest rates of the bank loans ranged from 3.54% to 6.56% (2023 - 4.70% to 7.05%) per annum.
-
(b) There are no unsecured loans for the financial years ended 31 December 2024 and 2023. The Group’s loans are generally secured by the following:
-
(i) First legal mortgage over the related investment properties
-
(ii) Corporate guarantee by the Company
-
(iii) Legal assignment over all rights, titles, and interests in the related construction contracts, insurance policies, performance bond (if any), tenancy agreements, current and future rental income relating to the specified property pledged.
The bank loans include a financial covenant that the outstanding loan balance shall not exceed the range of stipulated percentage 55% to 80% (2023 - 55% to 80%) of the market value of the properties.
Further analysis of liquidity risks is set out in Note 36.
20 Loan from joint venture
The loan from joint venture is denominated in Singapore Dollars, unsecured, non-interest bearing, to be settled in cash and not be recalled in the next 12 months.
Further analysis of liquidity risks is set out in Note 36.
Annual Report 2024 99
Notes to the Financial Statements
For the financial year ended 31 December 2024
21 Lease liabilities
| Undiscounted lease payments due: Year 1 Year 2 Less: Future interest cost Lease Liabilities Presented as: - Non-current - Current |
The Group 2024 2023 $ $ 40,800 – 13,600 – 54,400 – (1,880) – 52,520 – The Group 2024 2023 $ $ 13,460 – 39,060 – 52,520 – |
The Company 2024 2023 $ $ 40,800 – 13,600 – 54,400 – (1,880) – 52,520 – |
The Company 2024 2023 $ $ 40,800 – 13,600 – 54,400 – (1,880) – 52,520 – |
|---|---|---|---|
| – – |
|||
| – – |
|||
| – | |||
| The Company 2024 2023 $ $ 13,460 – 39,060 – 52,520 – |
|||
| – – |
|||
| – |
Interest expense on lease liabilities of $2,221 (2023: nil) is recognised within “finance costs” in profit or loss.
Total cashflows for all leases in the current financial year amounted to $27,200 (2023: $13,344).
Further information about the Group’s and the Company’s exposure to liquidity risks is disclosed in Note 36.
22 Due to subsidiaries
The amounts due to subsidiaries, representing intercompany loan advances are denominated in Singapore Dollars, non-trade in nature, unsecured, non-interest bearing, repayable on demand and to be settled in cash.
Further analysis of liquidity risks is set out in Note 36.
100 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
23 Trade and other payables
| Trade payables Other payables Payable for purchase of property, plant and equipment Accrued directors’ fees Accrued operating expenses Deposits received from customers GST payable Total Other Payables Total Trade and Other Payables |
The Group 2024 2023 $ $ 1,945,527 1,597,079 128,193 213,398 790,669 984,809 51,337 151,393 549,914 405,327 4,998,561 4,356,696 213,324 381,369 6,731,998 6,492,992 8,677,525 8,090,071 |
The Company 2024 2023 $ $ 28,222 14,706 76,554 72,838 – – 51,337 151,393 176,267 42,542 – – – – 304,158 266,773 332,380 281,479 |
The Company 2024 2023 $ $ 28,222 14,706 76,554 72,838 – – 51,337 151,393 176,267 42,542 – – – – 304,158 266,773 332,380 281,479 |
|---|---|---|---|
| 14,706 | |||
| 72,838 – 151,393 42,542 – – |
|||
| 266,773 | |||
| 281,479 |
Trade payables are denominated in Singapore Dollars, non-interest bearing and are normally settled on 60-day (2023 - 60 days) terms. Other payables are unsecured, non-interest bearing and repayable on demand.
Payable for purchase of property, plant and equipment
This pertains mainly to income taxes and stamp duty payable to government authorities upon acquisition of hotel properties in Indonesia.
| The Group Balance at beginning of year Additions for property, plant and equipment Payments made for property, plant and equipment Balance at end of year |
2024 $ 984,809 194,908 (389,048) 790,669 |
2023 $ |
|---|---|---|
| 1,264,903 784,565 (1,064,659) |
||
| 984,809 |
Deposits received from customers
This pertains to security deposits from customers upon acceptance of letter of offer of lease agreements.
Annual Report 2024 101
Notes to the Financial Statements
For the financial year ended 31 December 2024
23 Trade and other payables (Cont’d)
Provisions
In the previous financial year, provisions mainly related to provision for liquidated damages arising from the development properties.
| The Group Balance at beginning of year Utilised during the fnancial year Reversed during the fnancial year Balance at end of year |
2024 $ – – – – |
2023 $ |
|---|---|---|
| 150,792 – (150,792) |
||
| – |
Other payables (excluding GST payables) are denominated in the following currencies:
| Singapore dollars Indonesian Rupiah |
The Group 2024 2023 $ $ 5,693,520 5,110,440 825,154 1,001,183 6,518,674 6,111,623 |
The Company 2024 2023 $ $ 304,158 266,773 – – 304,158 266,773 |
The Company 2024 2023 $ $ 304,158 266,773 – – 304,158 266,773 |
|---|---|---|---|
| 266,773 – |
|||
| 266,773 |
Please refer to Note 36 for details of currency and liquidity risks exposure.
24 Rental received in advance
The Group generates rental income from the leasing of its residential or commercial properties. As per lease agreement, some customers are required to make upfront rental payments. The Group recognises the rental received as contract liabilities which is amortised over the lease term.
| The Group At 1 January Rental received during the year Less: Revenue recognised for rental received during the year At 31 December |
2024 $ 2,222,196 955,266 (2,147,196) 1,030,266 |
2023 $ |
|---|---|---|
| 2,624,397 2,019,199 (2,421,400) |
||
| 2,222,196 |
102 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
25 Interest income
| The Group Interest income from short term deposits |
2024 $ 125,437 |
2023 $ |
|---|---|---|
| 21,226 |
Interest income is recognised using the effective interest method.
26A Other income
| The Group Net fair value gain on investment properties (Note 7) Government grants Reversal of liquidated damages provision Reversal of retention sum payable Penalty received on early termination of rental Others |
2024 $ – – – – 442,061 19,858 461,919 |
2023 $ |
|---|---|---|
| 420,000 30,961 150,792 163,265 – 2,497 |
||
| 767,515 |
In the previous financial year, government grants mainly related to cash grants received from the Inland Revenue Authority of Singapore.
26B Other expenses
| The Group Net fair value loss on investment properties (Note 7) Finance costs The Group Interest expense from bank loans Interest expense on lease liabilities Bank charges relating to sale of investment properties Bank charges |
2024 $ 440,000 2024 $ 6,562,800 2,221 6,565,021 89,167 19,045 6,673,233 |
2023 $ |
|---|---|---|
| – | ||
| 2023 $ |
||
| 7,602,428 – |
||
| 7,602,428 – 19,323 |
||
| 7,621,751 |
27 Finance costs
Annual Report 2024 103
Notes to the Financial Statements For the financial year ended 31 December 2024
28 Profit before tax
The following items have been included in arriving at profit before tax:
| The Group Audit fees to: - Auditors of the Group Impairment loss on trade receivables Depreciation of property, plant and equipment Depreciation of right-of-use assets Rental expenses relating to short-term leases Upkeep of building maintenance Property tax payments Employee benefts expense Agent commission Fair value loss/(gain) on investment properties, net Fair value loss on unquoted equity securities Fair value (gain)/loss on quoted equity securities Foreign exchange differences, net Directors’ fee |
Note 11 6A 6B 34 7 |
2024 $ 190,000 4,598 246,191 25,833 – 874,938 1,529,984 795,687 519,703 440,000 155,871 (5,283) 228,950 51,337 |
2023 $ |
|---|---|---|---|
| 163,000 3,769 181,583 – 13,344 922,826 1,106,581 826,770 206,594 (420,000) – 9,814 185,006 54,000 |
29 Income tax
Major components of income tax expense
The major components of income tax expense recognised in profit or loss for the financial years ended 31 December 2024 and 2023 are:
| The Group Current tax expense - Current income taxation - Under provision in respect of prior years Income tax expense recognised in proft or loss |
2024 $ 167,026 355,093 522,119 |
2023 $ |
|---|---|---|
| 571,412 16,321 |
||
| 587,733 |
104 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
29 Income tax (Cont’d)
Major components of income tax expense (Cont’d)
Reconciliation of effective tax rate
| The Group Proft before taxation Share of losses of joint venture Proft before taxation excluding share of results of joint venture Tax at statutory rate of 17% (2023 - 17%) Tax effect on non-deductible expenses Tax effect on non-taxable income Effect of partial tax exemption and tax relief Benefts from previously unutilised tax losses Under provision of current income tax in respect of prior years Others |
2024 $ 919,449 251,800 |
2023 $ |
|---|---|---|
| 2,556,359 35,892 |
||
| 1,171,249 | 2,592,251 | |
| 199,112 320,220 (294,998) (41,517) – 355,093 (15,791) |
440,683 515,457 (363,995) (34,850) (5,271) 16,321 19,388 |
|
| 522,119 | 587,733 |
As at 31 December 2024, certain subsidiaries of the Group have tax losses of approximately $1,532,309 (2023 - $1,532,309) that are available for offset against future taxable profits of the companies in which the losses arose, net of amounts transferred under the group relief transfer system, for which no deferred tax assets is recognised because it is not probable that future taxable profits will be available against which the Group can utilise the tax losses. The use of the tax losses is subject to the agreement of the tax authorities and compliance with certain provisions of the tax legislation of the country in which the companies operate. The tax loss has no expiry date in Singapore, whereas in Indonesia, tax loss can only be carried forward for a maximum period of 5 years.
Expenses not deductible for tax purposes relate mainly to fair value loss on investment property, restriction of interest expenses and other disallowed expenses incurred in the ordinary course of business.
Income not subject to tax relate mainly to fair value gain on investment properties.
Deferred tax liabilities as at 31 December 2024 and 2023 relates to the following:
| The Group Difference in depreciation for tax purposes |
2024 $ (8,336) |
2023 $ |
|---|---|---|
| (8,336) |
Annual Report 2024 105
Notes to the Financial Statements
For the financial year ended 31 December 2024
30 Earnings per share
Basic earnings per share are calculated by dividing earnings attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the financial year.
Diluted earnings per share are calculated by dividing earnings for the financial year attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the financial year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.
The basic and diluted earnings per share are calculated by dividing the profit for the year attributable to owners of the Company by the weighted average number of ordinary shares since there were no dilutive potential ordinary shares in existence for the years ended 31 December 2024 and 2023.
The following table reflects weighted average number of ordinary shares used in the computation of basic and diluted earnings per share for the financial years ended 31 December 2024 and 2023.
| The Group Proft attributable to ordinary shareholders of the Company Weighted average number of shares The Group Weighted average number of ordinary shares for the purpose of - Basic earnings per share - Diluted earnings per share |
2024 2023 $ $ 397,330 1,968,626 2024 2023 No. of shares |
2023 $ |
|---|---|---|
| 1,968,626 | ||
| 2,759,468,325 2,759,468,325 |
2,759,468,325 2,759,468,325 |
106 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
31 Related party transactions
(i) Compensation of key management personnel
Key management personnel of the Group are those persons having the authority and responsibility for planning, directing and controlling the activities of the Group. The directors are considered as key management personnel of the Group.
The key management personnel compensation comprises:
| The Group Short-term employee benefts Contributions to Central Provident Fund Other short-term benefts Total compensation paid to key management personnel Comprised amounts paid to: Directors of the Company Other key management personnel |
2024 $ 594,299 18,264 – |
2023 $ |
|---|---|---|
| 464,455 12,444 – |
||
| 612,563 | 476,899 | |
| 435,337 177,226 |
299,455 177,444 |
|
| 612,563 | 476,899 |
(ii) Due from/(to) related parties
| Due from related parties(a) Due to related parties(b) |
The Group 2024 2023 $ $ 195,443 15 (285,119) (1,010,051) |
The Company 2024 2023 $ $ – – (285,068) (1,010,000) |
The Company 2024 2023 $ $ – – (285,068) (1,010,000) |
|---|---|---|---|
| – (1,010,000) |
(a) Amount of $15 (2023 - $15) is due from a director, and the remaining amount of $195,428 is due from entities in which one of the directors has control over the Company and is also a key management personnel of the entities.
(b) This relates to balances owing to an entity in which one of the directors has control over the Company and is also a key management personnel of the entity.
Annual Report 2024 107
Notes to the Financial Statements
For the financial year ended 31 December 2024
32 Commitments
Operating lease commitments - as lessor
The Group has entered into various operating lease agreements for its investment properties. These non-cancellable leases have remaining lease terms of between 1 to 4 years.
Rental income from investment properties is disclosed in Note 4.
The future minimum rental receivables under non-cancellable operating leases as at 31 December 2024 and 2023 are as follows:
| The Group Less than one year One to two years Two to three years Three to four years Four to fve years More than 5 years |
2024 $ 13,677,107 13,123,307 9,066,116 5,958,352 – – 41,824,882 |
2023 $ |
|---|---|---|
| 10,383,658 5,325,590 4,800,000 4,800,000 4,800,000 – |
||
| 30,109,248 |
33 Contingencies
- A) Guarantees
As at 31 December 2024, corporate guarantees issued to banks by the Company in respect of banking facilities extended to subsidiaries amounted to $188,472,858 (2023 - $188,472,858) of which the amounts utilised by the subsidiaries was $ 139,854,628 (2023 - $151,478,647).
At the reporting date, the Company does not consider it probable that a claim will be made against the Company under the intra-group financial guarantees. The fair values of these corporate guarantees is estimated to be insignificant as the borrowings are fully collateralised by the related mortgaged properties and the subsidiaries have the ability to generate sufficient cash flows from their operations to repay the borrowings.
B) Contingent liabilities
- i. In August 2024, a claim was lodged against a 50%-owned joint venture (“JV”) company of the Group claiming that the property delivered did not match the usability and possession as stated per Sales & Purchase agreement (“SPA”). The claimant is seeking for financial compensation amounting to S$816,500 for loss of usable space, stamp duty and property tax refunds. The JV entity refutes the claimant’s allegations and demand for compensation on the basis that the claimant was fully aware of the property’s layout before purchase and that the SPA explicitly mentioned all restrictions. Management is of the view that it is not probable that a significant liability will arise.
108 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
33 Contingencies (Cont’d)
-
B) Contingent liabilities (Cont’d)
-
ii. In August 2024, a claim was lodged against a wholly-owned subsidiary of the Group, claiming numerous defects in the development’s common property, indicating poor workmanship and lack of reasonable care. To date, the claimant and the Group’s subsidiary have addressed the dispute through Alternative Dispute Resolution (ADR) using mediation. Both parties have reached an in-principle agreement for a full and final settlement based on the rectification of specified defects amounting to a maximum exposure and liability capped at S$62,780.
34 Employee benefits
Employee benefits expense (including directors and key management personnel):
| The Group Salaries and bonuses Contributions to Central Provident Fund |
2024 $ 745,587 50,100 795,687 |
2023 $ |
|---|---|---|
| 773,293 53,477 |
||
| 826,770 |
The above includes directors’ and key management’s remuneration shown in Note 31(i).
35 Segment information
For management purposes, the Group is organised into business units based on their products and services and has five reportable segments as follows:
-
(a) The Property Development segment is involved in acquisition and development of properties for sale;
-
(b) The Property Investment segment is involved in renting of properties and operating of serviced apartments;
-
(c) The Corporate segment is involved in Group-level corporate services and investment;
-
(d) The Fund Management segment is involved in providing management and advisory services; and
-
(e) The Hotel Operations segment is involved in the operation of hotels and provision of food and beverage services
Management monitors the operating results of its business units separately for the purpose of making decisions on resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss which in certain aspects, as explained in the table below, is measured differently from operating profit or loss in the consolidated financial statements.
Annual Report 2024 109
Notes to the Financial Statements
For the financial year ended 31 December 2024
| 2023 | $ | 13,785,607 | – | 13,785,607 | 21,226 | 767,515 | 181,583 | 7,602,428 | – | 35,892 | 587,733 | 1,968,626 | – | 2,589,262 | 371,104,590 | 373,693,852 | 612,433 | 8,336 | 165,148,369 | 165,769,138 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | |||||||||||||||||||||||||||||||||||
| 2024 | $ | 13,381,642 | – | 13,381,642 | 125,437 | 461,919 | 272,024 | 6,562,800 | 2,221 | 251,800 | 522,119 | 397,330 | 7,500,000 | 2,337,462 | 351,062,442 | 360,899,904 | 437,202 | 8,336 | 152,149,400 | 152,594,938 | |||||||||||||||
| Hotel operations | 2024 2023 |
$ $ |
492,287 201,603 |
– – |
492,287 201,603 |
153 2,099 |
– – |
186,423 112,947 |
– – |
– – |
– – |
– – |
(257,346) (272,779) |
– – |
– – |
19,001,314 19,230,116 |
19,001,314 19,230,116 |
– – |
– – |
825,672 1,001,183 |
825,672 1,001,183 |
||||||||||||||
| Fund management | 2024 2023 |
$ $ |
– – |
– – |
– – |
– – |
– – |
– – |
– – |
– – |
– – |
– – |
(65) (19,285) |
– – |
– – |
221,574 416,652 |
221,574 416,652 |
– – |
– – |
– 860 |
– 860 |
||||||||||||||
| Corporate | 2024 2023 |
$ $ |
– – |
– – |
– – |
– – |
16,746 471 |
29,163 3,936 |
– – |
2,221 – |
– – |
– – |
(1,411,653) (759,417) |
– – |
– – |
4,099,728 693,674 |
4,099,728 693,674 |
– – |
– – |
2,919,310 3,638,883 |
2,919,310 3,638,883 |
||||||||||||||
| Property development | 2024 2023 |
$ $ |
– – |
– – |
– – |
– – |
– – |
– – |
– – |
– – |
251,800 35,892 |
– – |
(263,148) (60,436) |
– – |
2,337,462 2,589,262 |
– – |
2,337,462 2,589,262 |
– – |
– – |
1,519,144 1,518,644 |
1,519,144 1,518,644 |
||||||||||||||
| Property investment | 2024 2023 |
$ $ |
Revenue: | External customers 12,889,355 13,584,004 |
Inter-segment – – |
Total revenue 12,889,355 13,584,004 |
Results: | Interest income 125,284 19,127 |
Other income 445,173 767,044 |
Depreciation of | property, plant and | equipment and | right-of-use assets 56,438 64,700 |
Interest expense on | bank loans 6,562,800 7,602,428 |
Interest expense on | lease liabilities – – |
Share of results of joint | venture – – |
Income tax expense 522,119 587,733 |
Segment proft/(loss) 2,329,542 3,080,543 |
Assets | Assets held for sale 7,500,000 – |
Investment in a joint | venture – – |
Segment assets 327,739,826 350,764,148 |
Total assets 335,239,826 350,764,148 |
Liabilities | Provision for taxation 437,202 612,433 |
Deferred tax liabilities 8,336 8,336 |
Segment liabilities 146,885,274 158,988,799 |
Total liabilities 147,330,812 159,609,568 |
110 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
| 2023 | $ | 3,769 | (420,000) | 9,814 | – | (150,792) | (163,265) | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | |||||||||||||||||||||||||||
| 2024 | $ | 4,598 | 440,000 | (5,283) | 155,871 | – | – | ||||||||||||||||||||
| – | – | – | – | – | – | ||||||||||||||||||||||
| Hotel operations | 2024 2023 |
$ $ |
– | – | – | – | – | – | |||||||||||||||||||
| – | – | – | – | – | – | ||||||||||||||||||||||
| Fund management | 2024 2023 |
$ $ |
– | – | – | – | – | – | |||||||||||||||||||
| 2023 | $ | – | – | 9,814 | – | – | – | ||||||||||||||||||||
| Corporate | 2024 | $ | – | – | (5,283) | 155,871 | – | – | |||||||||||||||||||
| Property development | 2024 2023 |
$ $ |
– – |
– – |
– – |
– – |
– (150,792) |
– (163,265) |
|||||||||||||||||||
| Property investment | 2024 2023 |
$ $ |
4,598 3,769 |
440,000 (420,000) |
– – |
– – |
– – |
– – |
|||||||||||||||||||
| Other segment | information | Impairment loss on | trade receivables | recognised in the statement of proft or |
loss & other | comprehensive | income | Fair value loss/(gain) | of investment | properties | Fair value (gain)/loss | on quoted equity | securities | Fair value loss on | unquoted equity | securities | Reversal of provision on | liquidated damages | Reversal of retention | sum payable |
111
Annual Report 2024
Notes to the Financial Statements For the financial year ended 31 December 2024
35 Segment information (Cont’d)
Geographical information
Revenue from external customers and non-current assets information based on the geographical location of customers and assets respectively are as follows:
| Singapore Indonesia |
Revenue from external customers 2024 2023 $ $ 12,889,355 13,584,004 492,287 201,603 |
Non-current assets 2024 2023 $ $ 323,704,910 347,690,173 17,108,400 17,332,001 |
Non-current assets 2024 2023 $ $ 323,704,910 347,690,173 17,108,400 17,332,001 |
|---|---|---|---|
| 347,690,173 17,332,001 |
Non-current assets information presented above consist of property, plant and equipment, right-of-use asset, investment properties, investment in a joint venture and long-term investment securities presented in the consolidated balance sheet.
Information about major customers
Customers who individually account for 10% or more of the Group’s revenue is detailed below:
| The Group Customer A Customer B Customer C |
2024 $ 4,560,000 1,486,817 1,313,369 7,360,186 |
2023 $ |
|---|---|---|
| 4,560,000 1,768,243 1,430,383 |
||
| 7,758,626 |
These revenues were derived from the property investment segment for the financial years ended 31 December 2024 and 2023.
36 Financial risk management
The Group and the Company are exposed to a variety of financial risks arising from its operations and the use of financial instruments. The key financial risks include credit risk, interest rate risk, foreign currency risk, market price risk and liquidity risk.
The Board of Directors reviews and agrees policies and procedures for the management of these risks, which are executed by the Chief Executive Officer. It is, and has been throughout the current and previous financial year, the Group’s policy that no trading in derivatives for speculative purposes shall be undertaken.
There has been no change to the Group’s exposure to these financial risks or the manner in which it manages and measures the risk. The following sections provide details regarding the Group’s and Company’s exposure to the above-mentioned financial risks and the objectives, policies and processes for the management of these risks:
112 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
36 Financial risk management (Cont’d)
(a) Credit risk
Credit risk refers to the risk that counterparties may default on their contractual obligations resulting in financial loss to the Group.
The Group’s and the Company’s exposure to credit risk arises primarily from trade and other receivables. For other financial assets (including cash and short-term deposits), the Group and the Company minimise credit risk by dealing with high credit rating counterparties.
The Group’s objective is to seek continual revenue growth while minimising losses incurred due to increased credit risk exposure. The Group trades only with recognised and creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis to help ensure that the Group’s exposure to bad debts is not significant.
The Group considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. The Group has determined the default event on a financial asset to be when the counterparty fails to make contractual payments, within 90 days when they fall due, which are derived based on the Group’s historical information.
The Group considers “low risk” to be an investment grade credit rating with at least one major rating agency for those investments with credit rating. To assess whether there is a significant increase in credit risk, the Group compares the risk of a default occurring on the asset as at reporting date with the risk of default as at the date of initial recognition. The Group considers available reasonable and supportive forwarding-looking information which includes the following indicators:
-
Internal credit rating
-
External credit rating
-
Actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the debtor’s ability to meet its obligations
-
- Actual or expected significant changes in the operating results of the debtor
-
- Significant increases in credit risk on other financial instruments of the same debtor
-
Significant changes in the value of the collateral supporting the obligation or in the quality of third-party guarantees or credit enhancements
-
Significant changes in the expected performance and behaviour of the debtor, including changes in the payment status of debtors in the group and changes in the operating results of the debtor
Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more than 90 days past due in making contractual payment. The Group determined that its financial assets are credit-impaired when:
-
There is significant difficulty of the issuer or the debtor
-
A breach of contract, such as a default or past due event
-
- It is becoming probable that the debtor will enter bankruptcy or other financial reorganisation
-
There is a disappearance of an active market for that financial asset because of financial difficulty
The Group categorises a loan or receivable for potential write-off when a debtor fails to make contractual payments more than 90 days past due. Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Group. Where loans and receivables have been written off, the Group continues to engage enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in profit or loss.
Annual Report 2024 113
Notes to the Financial Statements
For the financial year ended 31 December 2024
36 Financial risk management (Cont’d)
(a) Credit risk (Cont’d)
Trade receivables at amortised cost
The Group uses a provision matrix to measure the lifetime expected credit loss allowance for trade receivables. In measuring the expected credit losses, trade receivables are grouped based on days past due. In calculating the expected credit loss rates, the Group considers historical loss rates for each category of receivables and adjusts to reflect current and forward-looking macroeconomic data. The lifetime expected credit loss of trade receivables is disclosed in Note 11.
Other receivables
The Group assessed the latest performance and financial position of the counterparties, adjusted for the future outlook of the industry in which the counterparties operate in, and concluded that these receivables have low credit risk as they are not due for payment and there has been no significant increase in the credit risk since the initial recognition of the financial assets. Accordingly, the Group measured the impairment loss allowance using 12-month ECL and determined the ECL is insignificant.
Intercompany receivables
The Company provides for ECLs based on the highly accessible liquid assets of the subsidiaries if demanded for repayment at the reporting date. There is no significant increase in credit risk for the non-trade amounts due from subsidiaries other than those disclosed with expected credit loss exposures. The expected credit loss of intercompany receivables are disclosed in Note 14.
Cash and cash equivalents
The Group and the Company held cash and cash equivalents with bank and financial institution counterparties with high credit-ratings assigned by international credit-rating agencies. Impairment on cash and cash equivalents are measured based on the 12-month expected loss basis and reflects the short maturities of the exposures. The Group and the Company consider cash and cash equivalents have low credit risk based on the external credit ratings of the counterparties. The amount of the allowance on cash and cash equivalents is negligible.
Exposure to credit risk
At the balance sheet date, the Group’s and the Company’s maximum exposure to credit risk is represented by:
-
the carrying amounts of each class of financial assets recognised in the statement of financial position, and
-
a nominal amount of $188,472,858 (2023 - $188,472,858) relating to corporate guarantees provided by the Company for its subsidiaries (Note 33)
114 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
36 Financial risk management (Cont’d)
(a) Credit risk (Cont’d)
Exposure to credit risk (Cont’d)
The tables below detail the credit quality of the Group’s and the Company’s financial assets, as well as maximum exposure to credit risk without taking into account of any collateral held or other credit enhancements:
| The Group Trade receivables - neither past due nor impaired - past due but not impaired - past due and impaired Other receivables and deposits - neither past due nor impaired - past due but not impaired - past due and impaired Due from related parties - neither past due nor impaired - past due but not impaired - past due and impaired Gross amount Loss allowances At 31 December 2024 Trade receivables - neither past due nor impaired - past due but not impaired - past due and impaired Other receivables and deposits - neither past due nor impaired - past due but not impaired - past due and impaired Due from related parties - neither past due nor impaired - past due but not impaired - past due and impaired Gross amount Loss allowances At 31 December 2023 |
12-month ECL Not credit impaired $ – – – 847,707 – – 195,443 – – 1,043,150 – 1,043,150 – – – – 428,505 – – – 15 – – 428,520 – 428,520 |
Lifetime Expected Credit loss Not credit impaired $ 140,279 – – – – – – – – 140,279 – 140,279 134,597 – – – – – – – – – – 134,597 – 134,597 |
Lifetime Expected Credit loss Credit impaired $ – – 148,263 – – – – – – 148,263 (148,263) – – – 143,665 – – – – – – – – 143,665 (143,665) – |
Total $ |
|---|---|---|---|---|
| 140,279 – 148,263 847,707 – – 195,443 – – |
||||
| 1,331,692 (148,263) |
||||
| 1,183,429 | ||||
| 134,597 – 143,665 – 428,505 – – – 15 – – |
||||
| 706,782 (143,665) |
||||
| 563,117 |
Annual Report 2024 115
Notes to the Financial Statements
For the financial year ended 31 December 2024
36 Financial risk management (Cont’d)
- (a) Credit risk (Cont’d)
Exposure to credit risk (Cont’d)
| 12-month or lifetime ECL The Company At 31 December 2024 Other receivables and deposits 12-month ECL Amounts due from subsidiaries (non-trade) 12-month ECL At 31 December 2023 Other receivables and deposits 12-month ECL Amounts due from subsidiaries (non-trade) 12-month ECL |
Gross carrying amount $ 17,425 69,897,426 69,914,851 16,749 70,320,841 70,337,590 |
Loss allowance $ – (22,848,517) (22,848,517) – (24,234,757) (24,234,757) |
Net carrying amount $ |
|---|---|---|---|
| 17,425 47,048,909 |
|||
| 47,066,334 | |||
| 16,749 46,086,084 |
|||
| 46,102,833 |
- exclude GST receivables
116 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
36 Financial risk management (Cont’d)
(a) Credit risk (Cont’d)
Credit risk concentration profle
The Group determines concentrations of credit risk by monitoring the country and industry sector profile of its trade receivables, other receivables and due from related parties on an on-going basis. The credit risk concentration profile of the Group’s and the Company’s trade and other receivables and due from subsidiaries at the balance sheet date is as follows:
| The Group Trade receivables By Country: Singapore By Industry: Property investment Fund management Other receivables (excluding GST receivables) By Country: Singapore Indonesia By Industry: Property investment Fund management Hotel operations Due from related parties By Country: Singapore By Industry: Fund management Property investment |
2024 $ % of total 140,279 100 51,524 37 88,755 63 140,279 100 846,957 100 750 847,707 100 846,957 100 – – 750 847,707 100 195,443 100 195,428 100 15 * 195,443 100 |
2023 $ % of total 134,597 100 45,842 34 88,755 66 134,597 100 390,527 91 37,978 9 428,505 100 66,230 15 324,297 76 37,978 9 428,505 100 15 100 – – 15 100 15 100 |
2023 $ % of total 134,597 100 45,842 34 88,755 66 134,597 100 390,527 91 37,978 9 428,505 100 66,230 15 324,297 76 37,978 9 428,505 100 15 100 – – 15 100 15 100 |
|---|---|---|---|
| 100 | |||
| 34 66 |
|||
| 100 | |||
| 91 9 |
|||
| 100 | |||
| 15 76 9 |
|||
| 100 | |||
| 100 | |||
| – 100 |
|||
| 100 |
- Less than 1%
117
Annual Report 2024
Notes to the Financial Statements
For the financial year ended 31 December 2024
36 Financial risk management (Cont’d)
(a) Credit risk (Cont’d)
Credit risk concentration profle (Cont’d)
| The Company Other receivables (excluding GST receivables) By Country: Singapore By Industry: Corporate Due from subsidiaries By Country: Singapore Indonesia By Industry: Corporate |
2024 $ % of total 17,425 100 17,425 100 29,882,059 64 17,166,850 36 47,048,909 100 47,048,909 100 |
2023 $ % of total 16,749 100 16,749 100 29,119,234 63 16,966,850 37 46,086,084 100 46,086,084 100 |
2023 $ % of total 16,749 100 16,749 100 29,119,234 63 16,966,850 37 46,086,084 100 46,086,084 100 |
|---|---|---|---|
| 100 | |||
| 100 | |||
| 63 37 |
|||
| 100 | |||
| 100 |
(b) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of the Group’s financial instruments will fluctuate because of changes in market interest rates.
The Group’s exposure to interest rate risk arises primarily from loans and borrowings.
The Group obtains financing through loans from financial institutions. The Group’s policy is to obtain the most competitive market interest rates in the prevailing market.
118 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
36 Financial risk management (Cont’d)
(b) Interest rate risk (Cont’d)
Sensitivity analysis for interest rate risk
A change of 50 basis points (bp) in interest rates on variable rate bank loans at the reporting date would have increased/(decreased) profit before tax and equity by the amounts shown below.
The magnitude represents management’s assessment of the likely movement in interest rates under normal economic conditions. This analysis has not taken into account the associated tax effects and assumes that all other variables, in particular foreign currency rates, remain constant.
| The Group At 31 December 2024 Variable rate bank loans At 31 December 2023 Variable rate bank loans |
Proft before tax increase/(decrease) 50 bp decrease 50 bp increase $ $ 699,273 (699,273) 757,393 (757,393) |
Equity increase/(decrease) |
Equity increase/(decrease) |
|---|---|---|---|
| 50 bp decrease $ 699,273 757,393 |
50 bp decrease $ 699,273 757,393 |
50 bp increase $ |
|
| (699,273) | |||
| (757,393) |
(c) Foreign currency risk
Foreign currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. Currency risk arises when transactions are denominated in foreign currencies.
The Group has currency exposures arising from transactions and liabilities that are denominated in a currency other than functional currencies of respective Group entities. The currency in which these transactions primarily are denominated in is the Indonesian Rupiah (IDR).
At present, the Group does not have any formal policy for hedging against currency risk. The Group ensures that the net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates, when necessary.
There is no sensitivity analysis disclosed for the Group as the foreign currency risk exposure is not material.
The Company is not exposed to foreign currency risk because its transactions and related financial assets and financial liabilities are mainly transacted and denominated in SGD.
(d) Market price risk
Price risk is the risk that the fair value or future cash flows of the Group’s financial instruments will fluctuate because of changes in market prices (other than interest and exchange rates). The Group is not exposed to significant equity price risk as its investment in quoted equity securities is immaterial.
Annual Report 2024 119
Notes to the Financial Statements For the financial year ended 31 December 2024
36 Financial risk management (Cont’d)
(e) Liquidity risk
Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial obligations due to shortage of funds. The Group’s and the Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Group’s and the Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of stand-by credit facilities.
The Group and the Company monitor and maintain a level of cash and bank balances deemed adequate by the management to finance the Group’s and Company’s operations and mitigate the effect of fluctuations in cash flows.
Analysis of fnancial instruments by remaining contractual maturities
The table below summarises the maturity profile of the Group’s and the Company’s financial liabilities at the balance sheet date based on contractual undiscounted repayment obligations:
| The Group 31 December 2024 Financial liabilities: Trade payables Other payables and accruals Loans and borrowings Lease liabilities Due to related parties Loan from joint venture Total undiscounted fnancial liabilities 31 December 2023 Financial liabilities: Trade payables Other payables and accruals Loans and borrowings Due to related parties Loan from joint venture Total undiscounted fnancial liabilities |
Carrying amount $ 1,945,527 6,518,674 139,854,628 52,520 285,119 2,249,342 150,905,810 1,597,079 6,111,623 151,478,647 1,010,051 2,347,404 162,544,804 |
Contractual undiscounted cash fows | Contractual undiscounted cash fows | Contractual undiscounted cash fows | |
|---|---|---|---|---|---|
| Total $ 1,945,527 6,518,674 162,651,110 54,400 285,119 2,249,342 173,704,172 1,597,079 6,111,623 167,898,458 1,010,051 2,347,404 178,964,615 |
Less than 1 year $ 1,945,527 6,518,674 27,310,800 40,800 285,119 – 36,100,920 1,597,079 6,111,623 20,330,742 1,010,051 – 29,049,495 |
Between 2 and 5 years $ – – 124,393,999 13,600 – 2,249,342 126,656,941 – – 122,746,541 – 2,347,404 125,093,945 |
Over 5 years $ |
||
| – – 10,946,311 – – – |
|||||
| 10,946,311 | |||||
| – – 24,821,175 – – |
|||||
| 24,821,175 |
120 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
36 Financial risk management (Cont’d)
(e) Liquidity risk (Cont’d)
Analysis of fnancial instruments by remaining contractual maturities (Cont’d)
| The Company 31 December 2024 Financial liabilities: Trade payables Other payables and accruals Due to subsidiaries Lease liabilities Due to related parties Loan from joint venture Total undiscounted fnancial liabilities 31 December 2023 Financial liabilities: Trade payables Other payables and accruals Due to subsidiaries Due to related parties Loan from joint venture Total undiscounted fnancial liabilities |
Carrying amount $ 28,222 304,158 83,499,701 52,520 285,068 2,249,342 86,419,011 14,706 266,773 79,805,679 1,010,000 2,347,404 83,444,562 |
Contractual undiscounted cash fows | Contractual undiscounted cash fows | Contractual undiscounted cash fows | |
|---|---|---|---|---|---|
| Total $ 28,222 304,158 83,499,701 54,400 285,068 2,249,342 86,420,891 14,706 266,773 79,805,679 1,010,000 2,347,404 83,444,562 |
Less than 1 year $ 28,222 304,158 83,499,701 40,800 285,068 – 84,157,949 14,706 266,773 79,805,679 1,010,000 – 81,097,158 |
Between 2 and 5 years $ – – – 13,600 – 2,249,342 2,262,942 – – – – 2,347,404 2,347,404 |
Over 5 years $ |
||
| – – – – – – |
|||||
| – | |||||
| – – – – – |
|||||
| – |
- exclude GST payables
Annual Report 2024 121
Notes to the Financial Statements
For the financial year ended 31 December 2024
36 Financial risk management (Cont’d)
(e) Liquidity risk (Cont’d)
Analysis of fnancial instruments by remaining contractual maturities (Cont’d)
The table below shows the contractual expiry by maturity of the Company’s contingent liabilities and commitments. The maximum amount of the financial guarantee contracts are allocated to the earliest period in which the guarantee could be called.
| The Company 31 December 2024 Financial guarantees: - Banking facilities 31 December 2023 Financial guarantees: - Banking facilities |
Less than 1 year $ 21,542,942 16,887,150 |
Between 2 and 5 years $ 108,756,662 111,761,422 |
Over 5 years $ 9,555,024 22,830,075 |
Total $ |
|---|---|---|---|---|
| 139,854,628 | ||||
| 151,478,647 |
37 Fair value measurement
Defnition of fair value
SFRS(I)s define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Fair value hierarchy
The Group categorises fair value measurement using a fair value hierarchy that is dependent on the valuation inputs used as follows:
-
l Level 1 : quoted prices (unadjusted) in active markets for identical assets or liabilities; l Level 2 : inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
-
l Level 3 : inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
Fair value measurements that use inputs of different hierarchy levels are categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
122 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
37 Fair value measurement (Cont’d)
(a) Fair values of financial instruments
The following table shows the Levels within the hierarchy of financial assets measured at fair value on a recurring basis:
| The Group 31 December 2024 Financial assets measured at fair value through proft or loss - Quoted equity securities 31 December 2023 Financial assets measured at fair value through proft or loss - Quoted equity securities - Unquoted equity securities The Company 31 December 2024 Financial assets measured at fair value through proft or loss - Unquoted equity securities 31 December 2023 Financial assets measured at fair value through proft or loss - Unquoted equity securities Level 1 fair value measurements |
Note 10 10 10 10 10 |
Level 1 $ 329,285 329,285 324,002 – 324,002 – – |
Level 2 $ – – – – – – – |
Level 3 $ – – – 502,881 502,881 – 502,881 |
Total $ |
|---|---|---|---|---|---|
| 329,285 | |||||
| 329,385 | |||||
| 324,002 502,881 |
|||||
| 826,883 | |||||
| – | |||||
| 502,881 | |||||
The fair value of quoted equity securities is determined directly by reference to their published market price at the balance sheet date.
Annual Report 2024 123
Notes to the Financial Statements For the financial year ended 31 December 2024
37 Fair value measurement (Cont’d)
(a) Fair values of financial instruments (Cont’d)
Level 3 fair value measurements
Information about significant unobservable inputs applied for financial assets in Level 3 fair value measurements is as below.
| Description Unquoted equity securities - FVPL |
Fair value at 2024 2023 $ $ – 502,881 |
Valuation techniques Net Asset Value (“NAV”) |
Unobservable inputs Value of the underlying net asset value of the entities |
Range |
|---|---|---|---|---|
| The estimated fair value would increase/decrease if NAV was higher/ lower |
In the previous financial year, for the unquoted equity securities at FVPL (Level 3), increasing the significant unobservable input by 5% at the reporting date would have increased profit or loss by $25,144. A 5% decrease in the significant unobservable input would have had the equal but opposite effect on the amounts shown above, on the basis that all other variables remain constant.
There were no transfers between Level 1, Level 2 and Level 3 in 2024 and 2023.
(b) Fair values of non-financial assets
The following table shows the Levels within the hierarchy of non-financial assets measured at fair value on a recurring basis:
| The Group 31 December 2024 Investment properties 31 December 2023 Investment properties |
Note 7 7 |
Level 1 $ – – |
Level 2 $ 42,770,000 65,920,000 |
Level 3 $ 278,470,000 278,550,000 |
Total $ |
|---|---|---|---|---|---|
| 321,240,000 | |||||
| 344,470,000 |
124 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
37 Fair value of measurement (Cont’d)
(b) Fair values of non-financial assets (Cont’d)
Level 2 fair value measurements
Information about significant inputs applied for non-financial assets in Level 2 fair value measurements is as below.
below. |
|||
|---|---|---|---|
| Description Investment properties |
Fair value at 2024 2023 $ $ 42,770,000 65,920,000 |
Valuation techniques Comparable Sales approach |
Signifcant inputs |
| Adjusted price per square foot |
Level 3 fair value measurements
Information about significant unobservable inputs applied for non-financial assets in Level 3 fair value measurements is as below.
| Description Investment properties |
Fair value at 2024 2023 $ $ 244,500,000 243,000,000 28,300,000 30,000,000 5,670,000 5,550,000 278,470,000 278,550,000 |
Valuation techniques Comparable Sales approach and/or Discounted Cash Flow approach basis Discounted Cash Flow approach basis Comparable Sales approach |
Unobservable inputs Adjusted price per square foot Discount rate Terminal rate Discount rate Adjusted price per square foot |
Range $2,794 - $2,955 (2023 - $2,794 - $2,937) 6.5% (2023 - 6.5%) 3.0% (2023 - 3.0%) 8.0 % (2023 - 8.0%) $1,777 - $2,737 (2023: $1,818 - $2,415) |
Inter-relationship between signifcant unobservable inputs and fair value measurement |
|---|---|---|---|---|---|
| The estimated fair value would increase/ (decrease) if: Adjusted price per square foot was higher/(lower) Discount rate was lower/(higher) Terminal rate was lower/(higher) Discount rate was lower/(higher) Adjusted price per square foot was higher/(lower) |
There were no transfers between Level 1, Level 2 and Level 3 in 2024 and 2023.
Annual Report 2024 125
Notes to the Financial Statements For the financial year ended 31 December 2024
37 Fair value of measurement (Cont’d)
(b) Fair values of non-financial assets (Cont’d)
The following table presents the changes in Level 3 items in 2024 and 2023 for recurring fair value measurements:
| The Group Investment properties Balance at beginning of year Net amounts recognised in proft or loss: - Gains recognised in “other income” - Losses recognised in “other expenses” Balance at end of year |
2024 $ 278,550,000 – (80,000) 278,470,000 |
2023 $ |
|---|---|---|
| 278,450,000 100,000 – |
||
| 278,550,000 |
(c) Fair value of financial instruments by classes that are not carried at fair value and whose carrying amounts are reasonable approximation of fair value
Management has determined that the carrying amounts of trade receivables, other receivables and deposits, due from/(to) subsidiaries, due from/(to) related parties, cash and cash equivalents, fixed deposit pledged, trade payables, other payables and accruals and short-term loans and borrowings are reasonable approximation of their fair values as they are either repayable on demand or short-term in nature. The carrying value of non-current loans and borrowings is an approximation to their fair values since these are floating rate instruments that are re-priced to market interest rates on or near the balance sheet date.
The fair value of loan from joint venture is estimated by discounting future cash flows using rates currently available for debt on similar terms, risk and remaining maturities. As at the end of the reporting period, the carrying amounts of such items are not materially different from their calculated fair values. The fair value disclosure of lease liabilities is not required.
126 Pollux Properties Ltd
Notes to the Financial Statements
For the financial year ended 31 December 2024
37 Fair value of measurement (Cont’d)
- (d) Classification of financial instruments
| Financial assets carried at amortised cost Trade receivables Other receivables and deposits Due from subsidiaries Due from related parties Fixed deposits pledged Cash and cash equivalents Financial asset at fair value through proft or loss Investment securities - Quoted - Unquoted Financial liabilities carried at amortised cost Trade payables Other payables and accruals* Loans and borrowings Lease liabilities Loan from joint venture Due to subsidiaries Due to related parties |
The Group 2024 2023 $ $ 140,279 134,597 847,707 428,505 – – 195,443 15 1,530,000 1,530,000 7,185,495 3,749,302 9,898,924 5,842,419 329,285 324,002 – 502,881 1,945,527 1,597,079 6,518,674 6,111,623 139,854,628 151,478,647 52,520 – 2,249,342 2,347,404 – – 285,119 1,010,051 150,905,810 162,544,804 |
The Company 2024 2023 $ $ – – 17,425 16,749 47,048,909 46,086,084 – – – – 3,998,761 153,658 51,065,095 46,256,491 – – – 502,881 28,222 14,706 304,158 266,773 – – 52,520 – 2,249,342 2,347,404 83,499,701 79,805,679 285,068 1,010,000 86,419,011 83,444,562 |
The Company 2024 2023 $ $ – – 17,425 16,749 47,048,909 46,086,084 – – – – 3,998,761 153,658 51,065,095 46,256,491 – – – 502,881 28,222 14,706 304,158 266,773 – – 52,520 – 2,249,342 2,347,404 83,499,701 79,805,679 285,068 1,010,000 86,419,011 83,444,562 |
|---|---|---|---|
| – 16,749 46,086,084 – – 153,658 |
|||
| 46,256,491 | |||
| – 502,881 |
|||
| 14,706 266,773 – – 2,347,404 79,805,679 1,010,000 |
|||
| 83,444,562 |
-
exclude GST receivables
-
** exclude GST payables
38 Capital management
The Group’s and the Company’s objectives when managing capital are:
-
(a) To safeguard the Group’s and the Company’s ability to continue as a going concern;
-
(b) To support the Group’s and the Company’s stability and growth; and
-
(c) To provide capital for the purpose of strengthening the Group’s and the Company’s risk management capability.
-
(d) To provide an adequate return to shareholder.
127
Annual Report 2024
Notes to the Financial Statements
For the financial year ended 31 December 2024
38 Capital management (Cont’d)
The Group and the Company actively and regularly review and manage its capital structure to ensure optimal capital structure and shareholder returns, taking into consideration the future capital requirements of the Group and the Company and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital expenditures and projected strategic investment opportunities. The Group and the Company currently had adopted a formal dividend policy.
Management monitors capital using net gearing ratio, which is net debt divided by the aggregate of equity attributable to owners of the Company and net debt. Net debt comprises trade payables, other payables and accruals, loans and borrowings, loan from joint venture and amount due to related parties less cash and cash equivalents.
There were no changes in the Group’s and the Company’s approach to capital management during the year.
The Group is not subject to externally imposed capital requirements, other than as disclosed in Note 19 to the financial statements.
| The Group Trade payables Other payables and accruals Loans and borrowings Loan from joint venture Lease liabilities Due to related parties Total debt Less: Cash and cash equivalents Net debt Equity attributable to the owners of the Company Capital and net debt Gearing ratio |
2024 $ 1,945,527 6,731,998 139,854,628 2,249,342 52,520 285,119 151,119,134 (7,185,495) 143,933,639 208,304,966 352,238,605 41% |
2023 $ |
|---|---|---|
| 1,597,079 6,492,992 151,478,647 2,347,404 – 1,010,051 |
||
| 162,926,173 (3,749,302) |
||
| 159,176,871 | ||
| 207,924,714 | ||
| 367,101,585 | ||
| 43% |
39 Subsequent events
On 13 January 2025, the Group through its wholly-owned subsidiary in Singapore, Savers Investment Limited has completed the sale of 1 of the residential units located at The Suites at Central for a consideration price of S$3,300,000.
On 3 February 2025, the Group through its wholly-owned subsidiary in Singapore, Cherimoya Worldwide Corporation has completed the sale of 1 of the residential units located at The Suites at Central for a consideration price of S$4,200,000.
128 Pollux Properties Ltd
Statistics of Shareholdings
As at 20 March 2025
- Issued and fully paid-up capital S$140,099,994 Number of shares issued - 2,759,468,325 Class of shares - Ordinary Shares Voting rights - 1 Vote Per Share No. of treasury shares - Nil No. of subsidiary holdings - Nil
PERCENTAGE OF SHAREHOLDING IN PUBLIC’S HANDS
As at 20 March 2025, 10.01% of the total number of issued ordinary shares of the Company are held in the hands of public. Accordingly, the Company has complied with Rule 723 of the Listing Manual Section B: Rules of Catalist of the SGX-ST which requires 10% of the equity securities (excluding preference shares, convertible equity securities and treasury shares) in a class that is listed to be in the hands of the public.
ANALYSIS OF SHAREHOLDINGS
(As recorded in the Register of Members and Depository Register as at 20 March 2025)
| Size of Shareholdings 1 - 99 100 - 1,000 1,001 - 10,000 10,001 - 1,000,000 1,000,001 and above TOTAL |
No. of shareholders 3 335 419 466 37 1,260 |
% of shareholders 0.24 26.59 33.25 36.98 2.94 100.00 |
No. of shares 23 318,020 2,209,000 64,062,892 2,692,878,390 2,759,468,325 |
% of total Issued shares |
|---|---|---|---|---|
| 0.00 0.01 0.08 2.32 97.59 |
||||
| 100.00 |
Annual Report 2024 129
Statistics of Shareholdings
As at 20 March 2025
TOP 20 SHAREHOLDERS AS AT 20 MARCH 2025
| No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 |
Name of Shareholders CITIBANK NOMINEES SINGAPORE PTE LTD HSBC (SINGAPORE) NOMINEES PTE LTD BNP PARIBAS NOMINEES SINGAPORE PTE LTD UOB KAY HIAN PTE LTD CGS INTERNATIONAL SECURITIES SINGAPORE PTE LTD OCBC SECURITIES PRIVATE LTD TAN KAY KIANG TAN SIOK HWEE MORPH INVESTMENTS LTD ONG SWEE WHATT TJIOE A LAN @ CHEW A LAN PHILLIP SECURITIES PTE LTD LIM CHIN HOCK CHIN KAI SENG TAN LI YU TAN KAY SING DBS NOMINEES PTE LTD RAFFLES NOMINEES (PTE) LIMITED TAY SWEE LENG TAN NAN CHOON |
No. of Shares 1,992,300,479 300,000,000 200,000,000 81,844,000 32,460,000 10,233,381 6,365,000 6,292,990 5,200,000 4,738,000 4,000,000 3,712,100 3,400,000 3,294,500 3,250,000 3,013,950 2,705,100 2,175,500 1,950,000 1,800,000 2,668,735,000 |
% |
|---|---|---|---|
| 72.20 10.87 7.25 2.97 1.18 0.37 0.23 0.23 0.19 0.17 0.14 0.13 0.12 0.12 0.12 0.11 0.10 0.08 0.07 0.06 |
|||
| 96.71 |
SUBSTANTIAL SHAREHOLDERS
(As shown in the Register of Substantial Shareholders as at 20 March 2025)
| Name of Shareholders Pollux Holdings Pte. Ltd. PT. Pollux Multi Artha(1) Nico Purnomo Po(2) Fortress Global Opportunistic Fund SPC |
Direct Interest No. of Shares Held % 1,713,242,325 62.09 – – – – 770,000,000 27.90 |
Deemed Interest No. of Shares Held % – – 1,713,242,325 62.09 1,713,242,325 62.09 – – |
Deemed Interest No. of Shares Held % – – 1,713,242,325 62.09 1,713,242,325 62.09 – – |
|---|---|---|---|
| – 62.09 62.09 – |
Notes:
-
(1) PT. Pollux Multi Artha is the sole shareholder of Pollux Holdings Pte. Ltd. By virtue of section 7(4) of the Companies Act 1967 (the “ Act ”), PT. Pollux Multi Artha is deemed interested in the shares of the Company held by Pollux Holdings Pte. Ltd.
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(2) PT. Pollux Multi Artha is 99.99% owned by Nico Purnomo Po. Nico Purnomo Po is deemed to be interested in the 1,713,242,325 shares held by Pollux Holdings Pte. Ltd., by virtue of section 7(4) of the Act.
130 Pollux Properties Ltd
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting (“ AGM ”) of Pollux Properties Ltd. (“ Company ”) will be convened and held at 20 Collyer Quay, #22-01 Singapore 049319 on Wednesday, 30 April 2025 at 10.00 a.m. for the following purposes.
ORDINARY BUSINESS
-
To receive, consider and adopt the Audited Financial Statements and Directors’ Statement for the financial year ended 31 December 2024 together with the Independent Auditors’ Report thereon. (Resolution 1)
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To approve the payment of Directors’ fees of S$54,000 for the financial year end 31 December 2024. (Financial year ended 31 December 2023: S$54,000) (Resolution 2)
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To re-elect the following Directors retiring pursuant to Regulation 88 and Regulation 89 of the Constitution of the Company:
Regulation 88
Mr. Ivan Kanel (Resolution 3) Regulation 89 Mr. Brian Praneda (Resolution 4) [See Explanatory note (i)]
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To re-appoint Messrs Foo Kon Tan LLP as the Auditors of the Company, to hold office until the conclusion of the next AGM and to authorise the Directors to fix their remuneration. (Resolution 5)
-
To transact any other ordinary business which may properly be transacted at an AGM.
SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions as an ordinary resolution, with or without any modifications:
- Authority to issue shares in the capital of the Company pursuant to Section 161 of the Companies Act 1967 (“Companies Act”) and Rule 806 of the Singapore Exchange Securities Trading Limited (“SGX-ST”) Listing Manual – Section B: Rules of Catalist (“Catalist Rules”)
That, pursuant to Section 161 of the Companies Act and Rule 806 of the Catalist Rules, authority be and is hereby given to the Directors to:
-
(a) (i) allot and issue shares in the capital of the Company (the “ Shares ”) whether by way of rights, bonus or otherwise; and/or
-
(ii) make or grant offers, agreements or options (collectively, “ Instruments ”) that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into shares; and/or
Annual Report 2024 131
Notice of Annual General Meeting
- (iii) issue additional Instruments arising from adjustments made to the number of Instruments previously issued in the event of rights, bonus, or other capitalisation issues, provided that the adjustments do not give the holder a benefit that a shareholder does not receive, notwithstanding that such authority conferred by this resolution may have ceased to be in force,
at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit; and
- (b) issue Shares in pursuance of any Instrument made or granted by the Directors while this resolution was in force, notwithstanding that the authority granted by this resolution may have ceased to be in force at the time of such issuance of shares.
PROVIDED ALWAYS THAT:
-
(1) save as may otherwise be permitted by the SGX-ST, the aggregate number of Shares to be issued pursuant to this resolution (including Shares to be issued in pursuance of Instruments, made or granted pursuant to this Resolution) does not exceed 100% of the total number of issued Shares in the capital of the Company excluding treasury shares and subsidiary holdings (as calculated in accordance with sub-paragraph 6(2) below), of which the aggregate number of Shares issued other than on a pro rata basis to shareholders of the Company shall not exceed 50% of the total number of issued Shares in the capital of the Company excluding treasury shares and subsidiary holdings (as calculated in accordance with sub-paragraph 6(2) below);
-
(2) (subject to such manner of calculation as may be prescribed by SGX-ST) for the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph 6(1) above, the percentage of issued Shares shall be based on the total number of issued Shares in the capital of the Company excluding treasury shares and subsidiary holdings at the time this resolution is passed, after adjusting for:
-
(i) new Shares arising from the conversion or exercise of any convertible securities;
-
(ii) new Shares arising from exercising share options or vesting of share awards, provided that the share options or share awards (as the case may be) were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and
-
(iii) any subsequent bonus issue or consolidation or subdivision of shares,
and, in sub-paragraph 6(1) and sub-paragraph 6(2) above, “subsidiary holdings” has the meaning given to it in the Catalist Rules of the SGX-ST;
Adjustments in accordance with sub paragraphs 6(2)(i) and 6(2)(ii) above are only to be made in respect of new shares arising from convertible securities, share options or share awards which were issued and outstanding or subsisting at the time of the passing of this resolution is passed;
- (3) in exercising the authority conferred by this resolution, the Company shall comply with the provisions of the Catalist Rules for the time being in force (unless such compliance has been waived by the SGX-ST), the Companies Act and the Constitution for the time being of the Company; and
132 Pollux Properties Ltd
Notice of Annual General Meeting
-
(4) (unless revoked or varied by the Company in General Meeting) the authority conferred by this resolution shall continue in force until the conclusion of the next AGM or the date by which the next AGM is required by law to be held, whichever is the earlier.
-
[See Explanatory note (ii)] (Resolution 6)
By Order of the Board
Shirley Tan Sey Liy Company Secretary Singapore, 14 April 2025
Explanatory Notes:
- (i) Mr. Ivan Kanel (“ Mr. Ivan ”) will, upon re-election as Director of the Company, remains as the Independent Director, Chairman of the Audit Committee and member of the Remuneration and Nominating Committee of the Company. There are no relationships (including family relationships) between Mr. Ivan and the other Directors, the Company, its related corporations, its officers or its substantial shareholders, which may affect his independence. The Board considers Mr. Ivan to be independent for the purposes of Rule 704(7) of the Catalist Rules.
Mr. Brian Praneda (“ Mr. Brian ”) will, upon re-election as Director of the Company, remains as the Independent Director, Chairman of the Remuneration and Nominating Committee and member of the Audit Committee of the Company. There are no relationships (including family relationships) between Mr. Brian and the other Directors, the Company, its related corporations, its officers or its substantial shareholders, which may affect his independence. The Board considers Mr. Brian to be independent for the purposes of Rule 704(7) of the Catalist Rules.
The profile and key information of Mr. Ivan and Mr. Brian (including information as required under Appendix 7F of the Catalist Rules) can be found under the section entitled “Board of Directors” and the “Corporate Governance Report” of the Company’s Annual Report for the financial year ended 31 December 2024.
- (ii) Resolution 6, if passed, will empower the Directors of the Company from the date of this AGM until the conclusion of the next AGM, or the date by which the next AGM is required by law to be held, or such authority is varied or revoked by the Company in a general meeting, whichever is earlier, to allot and issue shares in the capital of the Company, make or grant the Instruments convertible into shares, and to issue shares in pursuance of such Instruments. The aggregate number of Shares (including Shares to be made in pursuance of the Instruments made or granted pursuant to this resolution) shall not exceed in aggregate 100% of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company, of which up to 50% may be issued other than on a pro rata basis to shareholders. For the purpose of determining the aggregate number of shares that may be issued, the percentage of issued shares shall be based on the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time that Ordinary Resolution 6 is passed, after adjusting for (a) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which were issued and are outstanding or subsisting at the time Ordinary Resolution 6 is passed, and (b) any subsequent bonus issue or consolidation or subdivision of shares.
Annual Report 2024 133
Notice of Annual General Meeting
Notes relating to conduct of meeting:
No Virtual Attendance
- Shareholders are invited to attend physically only at the AGM to be held at 20 Collyer Quay, #22-01 Singapore 049319 on Wednesday, 30 April 2025 at 10.00 a.m. There will be no option for Shareholders to participate virtually.
Voting at the AGM and voting by proxy
-
Shareholders may cast their votes for each resolution at the AGM or appoint proxy or proxies (other than the Chairman of the AGM) to vote on their behalf at the AGM.
-
A proxy need not be a member of the Company.
-
In relation to the appointment of proxy(ies) to attend, speak and vote on his/her/its behalf at the AGM, a member (whether individual or corporate) appointing his/her/its proxy(ies) should give specific instructions as to his/her/its manner of voting, or abstentions from voting, in respect of a resolution in the instrument of proxy (“ Proxy Form ”). If no specific instruction as to voting are given, or in the event of any other matter arising at the AGM and at any adjournment thereof, the proxy(ies) will vote or abstain from voting at his/her/their discretion.
-
As an alternative to voting at the AGM in the foregoing manner, Shareholders who wish to vote on any or all of the resolutions at the AGM may appoint the Chairman of the AGM to act as their proxy to vote on their behalf at the AGM.
-
If a Shareholder wishes to appoint a proxy or proxies (other than the Chairman of the AGM) to vote on their behalf at the AGM or to appoint the Chairman as proxy to vote on their behalf at the AGM, duly executed Proxy Form, together with the power of attorney or other authority under which it is signed or a duly certified copy thereof (if applicable), must be submitted in hard copy form or electronically via email as follows:
-
(a) if submitted by post, to be deposited at the share registrar office of the Company at B.A.C.S Private Limited, 77 Robinson Road, #06-03 Robinson 77, Singapore 068896; or
-
(b) if submitted by way of electronic means, to be submitted via email in Portable Document Format (PDF) to the Company’s Share Registrar, B.A.C.S. Private Limited at [email protected],
in either case, by 10.00 a.m. on 27 April 2025, being not less than seventy-two (72) hours before the time appointed for the holding of the AGM and/or any adjournment thereof and in default the instrument of proxy shall not be treated as valid.
In appointing the Chairman of the AGM as proxy, the Shareholder (whether individual or corporate) must give specific instructions as to voting, or abstentions from voting, in the Proxy Form, failing which the appointment of the Chairman of the AGM as proxy for that resolution will be treated as invalid.
- A Shareholder who wishes to submit the Proxy Form must complete and sign the Proxy Form, before submitting it by post to the address provided above, or by scanning and submitting it by way of electronic means via email to the email address provided above. The completion and return of a Proxy Form by a Shareholder does not preclude him from attending and voting in person at the AGM should he subsequently decide to do so, although the appointment of the proxy shall be deemed to revoked by such attendance.
8. Shareholders are strongly encouraged to submit the completed and signed Proxy Forms by way of electronic means via email. Any incomplete proxy form will be rejected by the Company.
-
The Proxy Form must be under the hand of the appointor or of his attorney duly authorised in writing and where such instrument is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly authorised officer. Where a Proxy Form is signed on behalf of the appointer by an attorney, the power of attorney (or other authority) or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.
-
A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the AGM, in accordance with its Constitution and Section 179 of the Companies Act, and the person so authorised shall upon production of a copy of such resolution certified by a director of the corporation to be a true copy, be entitled to exercise the powers on behalf of the corporation so represented as the corporation could exercise in person if it were an individual.
134 Pollux Properties Ltd
Notice of Annual General Meeting
-
A Shareholder who is not a Relevant Intermediary (as defined below) is entitled to appoint not more than two (2) proxies to attend, speak and vote at the AGM. Where such Shareholder’s Proxy Form appoints more than one (1) proxy, the proportion of his/her/its shareholding concerned to be represented by each proxy shall be specified in the Proxy Form. If no proportion is specified, the Company shall be entitled to treat the first named proxy as representing the entire shareholding and any second named proxy as an alternate to the first named or at the Company’s option to treat this Proxy Form as invalid.
-
A Shareholder who is a Relevant Intermediary (as defined below) is entitled to appoint more than two (2) proxies to attend, speak and vote at the AGM, but each proxy must be appointed to exercise the rights attached to a different Share or Shares held by such Shareholder. Where such Shareholder’s Proxy Form appoints more than two (2) proxies, the number and class of Shares in relation to which each proxy has been appointed shall be specified in the Proxy Form.
-
Printed copies of this Notice of AGM, the attached Proxy Form and the Request Form (to request for the printed copy of the Annual Report) will be despatched to Shareholders by post. The Notice of AGM, the Proxy Form, the Request Form and the Annual Report may also be downloaded from the Company’s announcement on the SGX website accessible at the URL https://www.sgx.com/securities/company-announcements and the Company’s website accessible at the URL https://pollux.com.sg/announcements2. An internet browser and PDF reader are required to view these documents on SGXNET or the Company’s website. Shareholders who wish to receive a printed copy of the Annual Report are required to complete the Request Form and return it to the Company by 21 April 2025 at 40A Orchard Road #M_02 Macdonald House Singapore 238838 .
Shareholders’ Questions and Answers
-
Shareholders and duly appointed proxy or proxies will be able to ask questions relating to the resolutions to be tabled for approval at the AGM. The Company will endeavor to respond to and address substantial and relevant questions as far as reasonably practicable during the AGM. Where there are substantially similar questions, the Company will consolidate such questions and consequently not all questions may be individually addressed.
-
Alternatively, Shareholders can submit their questions in advance relating to the resolutions to be tabled for approval at the AGM no later than 10.00 a.m. on 21 April 2025 :
-
(a) if submitted by post, to be deposited at the registered office of the Company at 40A Orchard Road #M_02 Macdonald House Singapore 238838 or the office of the Company’s Share Registrar at 77 Robinson Road, #06-03 Robinson 77, Singapore 068896; or
-
(b) if submitted by way of electronic means, to be submitted via email to the Company, at [email protected].
Shareholders who submit questions in advance of the AGM should identify themselves by stating (a) his/her/its full name as it appears on his/her/its Central Depository (Pte) Limited (“ CDP ”)/ Central Provident Fund (“ CPF ”)/ Supplementary Retirement Scheme (“ SRS ”) share records, (b) contact number, (c) current address, and (d) NRIC/Passport/UEN number, (e) the number of shares held, and (f) the manner in which he/she/it holds his/her/its Shares in the Company (e.g. via CDP, CPF, SRS and/or physical scrip) for verification purposes.
- Shareholders are encouraged to submit their questions via one of the foregoing means as soon as possible so that they may have the benefit of the answers to their questions (where substantial and relevant to the agenda of the AGM) prior to submitting their Proxy Forms. All substantial and relevant questions relating to the resolutions to be tabled and received by 10.00 a.m. on 21 April 2025 would be addressed by the Company and published on the SGX website and the Company’s website before 10.00 a.m. on 25 April 2025 , being at least 48 hours before the closing date and time for the lodgement of the proxy forms. The Company will also address any subsequent clarifications sought, or follow-up questions which are submitted after 10.00 a.m. on 21 April 2025 at the AGM in respect of substantial and relevant matters. The Company will, within one month after the date of the AGM, publish the minutes of the AGM on the SGX website and the minutes will include the responses to the questions referred to above.
CPF and SRS investors
-
Persons who hold shares through Relevant Intermediaries (as defined below), including CPF and SRS investors, and who wish to participate in the AGM by: (a) submitting questions in advance of the AGM in the manner provided above; and/or (b) voting at the AGM if they are appointed as proxies by their respective CPF Agent Banks and SRS Operators or appointing the Chairman of the AGM as proxy to attend speak and vote on their behalf at the AGM, should contact the Relevant Intermediary (which would include, in the case of CPF and SRS investors, their respective CPF Agent Banks and SRS Operators) through which they hold such Shares as soon as possible in order to facilitate the necessary arrangements for them to participate in the AGM.
-
CPF and SRS Investors may attend and vote at the AGM if they are appointed as proxies by their respective CPF Agent Banks or SRS Operators and should contact their respective CPF Agent Banks or SRS Operators if they have any queries regarding their appointment as proxies. CPF and SRS investors who wish to appoint the Chairman of the AGM as their proxy, should approach their respective CPF Agent Banks and SRS Operators to submit their votes by 10.00 a.m. on 21 April 2025 , being at least seven (7) working days before the AGM.
Annual Report 2024 135
Notice of Annual General Meeting
-
A “ Relevant Intermediary ” is:
-
(a) a banking corporation licensed under the Banking Act 1970 of Singapore or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity; or
-
(b) a person holding a capital markets services licence to provide custodial services for securities under the Securities and Futures Act 2001 of Singapore and who holds shares in that capacity; or
-
(c) the Central Provident Fund Board established by the Central Provident Fund Act 1953 of Singapore, in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.
PERSONAL DATA PRIVACY
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, and/or submitting any questions to the Company in advance of the AGM in accordance with this Notice of AGM, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents or service providers) for the purpose of the processing and administration by the Company (or its agents or service providers) of proxies and representatives appointed for the AGM of the Company (including any adjournment thereof) and the preparation and compilation of the attendance lists, proxy lists, minutes and other documents relating to the AGM of the Company (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines and (collectively, the “ Purposes ”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.
This Notice of AGM has been prepared by the Company and reviewed by the Company’s sponsor, Novus Corporate Finance Pte. Ltd. (the “ Sponsor ”), in compliance with Rule 226(2)(b) of the Singapore Exchange Securities Trading Limited (the “ SGX-ST ”) Listing Manual Section B: Rules of Catalist.
This Notice of AGM has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made, or reports contained in this Notice of AGM.
The contact person for the Sponsor is Mr. Pong Chen Yih, Chief Operating Officer, at 7 Temasek Boulevard, #04-02 Suntec Tower 1, Singapore 038987, telephone (65) 6950 2188.
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IMPORTANT:
l Relevant intermediaries may appoint more than two (2) proxies to attend, speak and vote at the Annual General Meeting (“ AGM ”) (please see the notes for the definition of “Relevant Intermediary”).
CPF and SRS investors may attend and vote at the AGM if they are appointed as proxies by their respective CPF Agent Banks or SRS Operators and should contact their respective CPF Agent Banks or SRS Operators if they have any queries regarding their appointment as proxies. For CPF and SRS investors, who wish to appoint the Chairman of the AGM as their proxy, they should approach their respective CPF Agent Banks and SRS Operators to submit their votes by 10.00 a.m. on 21 April 2025 , being at least seven (7) working days before the AGM.
- l
POLLUX PROPERTIES LTD.
(Company Registration No. 199904729G) (Incorporated in the Republic of Singapore) l
By submitting the instrument of proxy, the shareholder accepts and agrees to the personal data privacy terms set out in the Notice of AGM dated 14 April 2025. This Proxy Form is not valid for use by CPF investor and SRS investor and shall be ineffective for all intents and purposes if used or purported to be used by them. Please read the notes overleaf which contain instructions on, inter alia , the appointment of the Chairman of the AGM (or any person other than the Chairman) as a shareholder’s proxy to vote on his/her/its behalf at the AGM.
l
ANNUAL GENERAL MEETING PROXY FORM
l
(Please see notes overleaf before completing this Form)
I/We, (Name)
of
(NRIC/Passport No.)
(Address)
being a member/members of POLLUX PROPERTIES LTD. (“ Company ”), hereby appoint:
| Name | NRIC/Passport No. | Email Address | Proportion of Shareholdings | Proportion of Shareholdings |
|---|---|---|---|---|
| No. of Shares | % | |||
| Address | ||||
| *and/or (delete as appropriate) | ||||
| Name | NRIC/Passport No. | Email Address | Proportion of Shareholdings | |
| No. of Shares | % | |||
| Address |
or failing whom, the Chairman of the AGM or such other person the Chairman may designate, as my/our proxy/proxies to attend, speak and vote for me/us on my/our behalf at the AGM to be held at 20 Collyer Quay, #22-01 Singapore 049319 on Wednesday, 30 April 2025 at 10.00 a.m. and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against, or to abstain from voting on the resolutions to be proposed at the AGM as indicated hereunder. If no specific direction as to voting is given, (i) the proxy/proxies (other than the Chairman of the AGM) will vote or abstain from voting at his/their discretion on any of the resolutions to be proposed at the AGM and on any other matters arising at the AGM; and (ii) the appointment of the Chairman of the AGM as proxy of that resolution will be treated as invalid.
| No. | Ordinary Resolutions relating to: | No. of votes ‘For’** |
No. of votes ‘Against’** |
No. of Votes ‘Abstain’** |
|---|---|---|---|---|
| Ordinary Business | ||||
| 1 | Audited Financial Statements and Directors’ Statement for the financial year ended 31 December 2024 and the Independent Auditors’ Report thereon. |
|||
| 2 | Approval of Directors’ fees of S$54,000 for the fnancial year ended 31 December 2024(Financialyear ended 31 December 2023: S$54,000). |
|||
| 3 | Re-election of Mr. Ivan Kanel, a Director retiring by rotation in accordance with Regulation 88 of the Company’s Constitution. |
|||
| 4 | Re-election of Mr. Brian Praneda, a Director retiring by rotation in accordance with Regulation 89 of the Company’s Constitution |
|||
| 5 | Re-appointment of Messrs Foo Kon Tan LLP as Independent Auditors of the Company and to authorise the Directors of the Company to fx their remuneration. |
|||
| Special Business | ||||
| 6 | Authorityto allot and issue shares. |
** If you wish to exercise all your votes ‘For’, ‘Against’ or ‘Abstain from Voting’, please tick ( P ) within the box provided. Alternatively, please indicate the number of votes as appropriate. If you mark the abstain box for a particular resolution, you are directing your proxy not to vote on that resolution on a poll and your votes will not be counted in computing the required majority on a poll.
Dated this
day of 2025
Signature of Shareholder(s) and/or Common Seal of Corporate Shareholder
| Total number of Shares in: | No. of Shares |
|---|---|
| (a)CDP Register | |
| (b)Register of Members |
*Delete where inapplicable
IMPORTANT: PLEASE READ NOTES OVERLEAF
-
Notes: 1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defined in Section 81SF of the Securities and Futures Act 2001 of Singapore), you should insert that number of Shares. If you have Shares registered in your name in the Register of Members, you should insert that number of Shares. If you have Shares entered against your name in the Depository Register and Shares registered in your name in the Register of Members, you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing the Chairman of the AGM (or any person other than the Chairman) as proxy shall be deemed to relate to all the Shares held by you.
-
A shareholder who is not a Relevant Intermediary (as defined below) is entitled to appoint not more than two (2) proxies to attend, speak and vote at the AGM. Where such shareholder’s instrument appointing a proxy(ies) appoints more than one (1) proxy, the proportion of his/her/its shareholding concerned to be represented by each proxy shall be specified in the instrument. If no proportion is specified, the Company shall be entitled to treat the first named proxy as representing the entire shareholding and any second named proxy as an alternate to the first named or at the Company’s option to treat this Proxy Form as invalid.
-
A shareholder who is a Relevant Intermediary (as defined below) is entitled to appoint more than two (2) proxies to attend, speak and vote at the AGM, but each proxy must be appointed to exercise the rights attached to a different Share or Shares held by such Shareholder. Where such shareholder’s instrument appointing a proxy(ies) appoints more than two (2) proxies, the number and class of Shares in relation to which each proxy has been appointed shall be specified in the instrument.
-
A proxy need not be a member of the Company.
-
If a shareholder wishes to appoint a proxy or proxies (other than the Chairman of the AGM) to vote on their behalf at the AGM or to appoint the Chairman as proxy to vote on their behalf at the AGM, duly executed instrument appointing proxy, together with the power of attorney or other authority under which it is signed or a duly certified copy thereof (if applicable), must be submitted in hard copy form or electronically via email as follows: (a) if submitted by post, to be deposited at the share registrar office of the Company at B.A.C.S Private Limited, 77 Robinson Road, #06-03 Robinson 77, Singapore 068896; or
(b) if submitted by way of electronic means, to be submitted via email in Portable Document Format (PDF) to the Company’s Share Registrar, B.A.C.S. Private Limited at [email protected],
-
in either case, by 10.00 a.m. on 27 April 2025, being not less than seventy-two (72) hours before the time set for holding the AGM and/or any adjournment thereof and in default the instrument of proxy shall not be treated as valid.
-
A shareholder who wishes to submit an instrument of proxy must complete and sign the Proxy Form, before submitting it by post to the address provided above, or by scanning and submitting it by way of electronic means via email to the email address provided above. The completion and return of a proxy form by a Shareholder does not preclude him from attending and voting in person at the AGM should he subsequently decide to do so, although the appointment of the proxy shall be deemed to revoked by such attendance.
-
Shareholders are strongly encouraged to submit the completed and signed Proxy Forms by way of electronic means via email. Any incomplete proxy form will be rejected by the Company.
First fold
PLEASE AFFIX POSTAGE STAMP
Pollux Properties Ltd.
c/o B.A.C.S. Private Limited 77 Robinson Road, #06-03 Robinson 77, Singapore 068896
Second fold
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Persons who hold Shares through Relevant Intermediaries (as defined below), including CPF and SRS investors, and who wish to participate in the AGM by appointing the Chairman of the AGM as proxy to attend speak and vote on their behalf at the AGM, should contact the Relevant Intermediary (which would include, in the case of CPF and SRS investors, their respective CPF Agent Banks and SRS Operators) through which they hold such Shares as soon as possible in order to facilitate the necessary arrangements for them to participate in the AGM. CPF and SRS investors who wish to appoint the Chairman of the AGM as their proxy should approach their respective CPF Agent and SRS Operators to submit their votes by 10.00 a.m. on 21 April 2025 , being at least seven (7) working days before the AGM.
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The Proxy Form must be under the hand of the appointor or of his attorney duly authorised in writing and where such instrument is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly authorised officer. Where a Proxy Form is signed on behalf of the appointer by an attorney, the power of attorney (or other authority) or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.
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A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the AGM, in accordance with its Constitution and Section 179 of the Companies Act 1967 of Singapore, and the person so authorised shall upon production of a copy of such resolution certified by a director of the corporation to be a true copy, be entitled to exercise the powers on behalf of the corporation so represented as the corporation could exercise in person if it were an individual.
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Printed copies of the Notice of AGM, the attached Proxy Form and the Request Form (to request for the printed copy of the Annual Report) will be despatched to shareholders by post. The Notice of AGM, the instrument of proxy, the Request Form and the Annual Report may also be downloaded from the Company’s announcement on the SGX website accessible at the URL https://www.sgx.com/securities/company-announcements and the Company’s website accessible at the URL https://pollux.com.sg/announcements2. An internet browser and PDF reader are required to view these documents on SGXNET or the Company’s website. Shareholders who wish to receive a printed copy of the Annual Report are required to complete the Request Form and return it to the Company by 21 April 2025 at 40A Orchard Road #M_02 Macdonald House Singapore 238838.
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“ Relevant Intermediary ” is:
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(a) a banking corporation licensed under the Banking Act 1970 or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity; or
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(b) a person holding a capital markets services licence to provide custodial services for securities under the Securities and Futures Act 2001 and who holds shares in that capacity; or
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(c) the Central Provident Fund Board established by the Central Provident Fund Act 1953, in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.
General: The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible, or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing the Chairman of the AGM as proxy. In addition, in the case of Shares entered in the Depository Register, the Company may reject any instrument appointing the Chairman of the AGM as proxy lodged if the member, being the appointor, is not shown to have Shares entered against his name in the Depository Register as at 72 hours before the time appointed for holding the AGM, as certified by The Central Depository (Pte) Limited to the Company.
Personal Data Privacy:
By submitting an instrument appointing proxy(ies) and/or representative(s), the member accepts and agrees to the personal data privacy terms set out in the Notice of Annual General Meeting dated 14 April 2025.
Contact
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Address
40A Orchard Road MacDonald House, #M_02 Singapore 238838
Telephone / Fax
T: +65 6922 0333 F: +65 6922 0338
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Online
[email protected] www.pollux.com.sg
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