NOTES TO FINANCIAL STATEMENTS 31 December 2025 40 SHARE-BASED PAYMENT The Company has a Share Option Scheme for eligible directors and selected employees of the Company and its subsidiaries. The Scheme is administered by the Remuneration Committee. On 24 May 2023, the Group announced the grant of share options pursuant to the Geo Energy share option scheme. A total of 35,293,000 share options were granted at the exercise price of S$0.27 per share. As at 31 December 2024, 33,786,500 share options were outstanding. In 2025, 124,500 of these share options were forfeited as the option holders ceased to be full time employees of the Group, while 18,782,500 share options were exercised. As at 31 December 2025, 14,879,500 share options remained outstanding. The options outstanding as at 31 December 2025 had weighted average remaining contractual life of 7.4 years (2024 : 8.4 years). The fair value for share options granted was calculated using the Black-Scholes pricing model. The inputs into the model were as follows: Weighted average share price S$0.27 Weighted average exercise price S$0.27 Expected volatility 39% Expected life 10 Risk-free rate 4% Expected dividend yield 15% Expected volatility was determined by calculating the historical volatility of the Company’s share price over the previous year. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The Group and Company recognised total expenses of US$Nil (2024 : US$113,337) related to equity-settled sharebased payment transactions during the year. 41 ACQUISITION OF SUBSIDIARIES MBJ On 1 August 2024, the Group purchased an additional 257 shares in MBJ, representing 25.7% of the share capital of MBJ, for US$38,491 from SUI. SUI is the holding company of GPE, the non-controlling interest of GEE (a subsidiary of the Group). The increase in shareholding effectively increased the Group’s shareholding in MBJ to 58.7%, obtaining control. As the Group previously held a 33% non-controlling equity interest in MBJ immediately before 1 August 2024, management had determined the transaction to be a business combination achieved in stages as defined by SFRS(I) 3 Business Combinations. Accordingly, the step acquisition was recorded as if the previous 33% shareholding was deemed to be disposed prior to the acquisition of 58.7%. A gain on deemed disposal amounting to US$8,802,319 was recognised in the profit or loss for the year ended 31 December 2024. As disclosed in Note 3(k), a PPA exercise was performed by an independent qualified external valuer engaged by the Group to determine the fair value of the identified assets and liabilities assumed of MBJ (the “MBJ PPA”). The MBJ PPA was completed and a significant portion of the purchase price was allocated to construction in progress which formed part of the property, plant and equipment following a fair value uplift of US$35,972,582, to US$44,775,367, based on the valuation performed by the independent qualified external valuer. Group and Company 2025 2024 Number of share options Weighted average exercise price Number of share options Weighted average exercise price S$ S$ Outstanding at the beginning of the year 33,786,500 0.27 34,079,500 0.27 Exercised during the year (18,782,500) 0.27 - - Forfeited during the year (124,500) 0.27 (293,000) 0.27 Outstanding at the end of the year 14,879,500 0.27 33,786,500 0.27 Exercisable at the end of the year 14,879,500 0.27 33,786,500 0.27 112
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