InFocus Confirms Over AUD 1.1M Payments from GBO Amid Director Disclosure Breach

Background on Disclosure Breach

InFocus Group Holdings Limited (ASX – IFG) has formally responded to an ASX query concerning the extended non-disclosure of securities trading activity by its former managing director, Kenny Woo. The company first became aware of the issue in late June 2025, when it discovered that Mr Woo had failed to disclose certain trading activities both during and prior to his tenure as director. This prompted the company to lodge a corrective disclosure with the ASX, which was released on 1 July 2025.

Despite the seriousness of the breach, IFG has confirmed that it has not amended its Securities Trading Policy. Instead, the company attributes the non-compliance primarily to a lack of understanding by Mr Woo rather than deficiencies in the policy itself. IFG has since counselled all directors on their disclosure obligations and plans to conduct a governance review alongside its upcoming annual report.

Director Resignation and Enforcement

Following the disclosure, Mr Woo resigned immediately, a move that IFG considers sufficient disciplinary action given the circumstances. The company has stated that no further disciplinary measures were necessary or possible. IFG also emphasized that it will enforce its Securities Trading Policy more rigorously going forward, with ongoing education initiatives for its board members.

Due Diligence on Key Counterparties

In response to ASX’s request for transparency on material contracts, IFG provided detailed information about two significant counterparties – GBO Assets Ltd, domiciled in Seychelles, and TG Solutions Consulting Ltd, based in Taiwan. Both entities operate in the digital gaming sector, a space known for limited public disclosure due to the sensitive nature of their business models.

IFG described its due diligence process, which included reviewing confidential business plans and sensitive operational data under strict confidentiality. The staged payment structures in both contracts serve as risk mitigation, ensuring IFG receives payment at each milestone before proceeding. To date, GBO has made payments exceeding AUD 1.1 million, demonstrating its financial capacity and commitment. TG’s project is yet to commence, and no payments have been received so far.

Importantly, IFG confirmed that neither GBO nor TG, nor their associates, are related parties, addressing potential conflict of interest concerns. The company also noted that while contracts allow for cryptocurrency payments, no such transactions have occurred to date.

Compliance and Governance Assurance

IFG affirmed its compliance with ASX Listing Rules, particularly Listing Rule 3.1 concerning continuous disclosure obligations. The company’s board has authorised and approved the responses provided to ASX, underscoring its commitment to transparency and regulatory adherence.

While the company refrained from releasing full contract details publicly, citing confidentiality, it has supplied these to ASX under strict non-disclosure conditions. IFG also highlighted that it will continue to monitor and disclose any future developments, especially regarding potential cryptocurrency payments.