AI assistant
INTERRA RESOURCES LIMITED — Annual Report 2025
Apr 14, 2026
67722_rns_2026-04-14_aedf21f0-0e1b-4bb9-9f5f-cb4f14a17f80.pdf
Annual Report
Open in viewerOpens in your device viewer
POSSIBILITIES GROWING SUCCESS A N N U A L R E P O R T 2025
DISCLAIMER
This Annual Report may contain forward-looking statements that are not statements of historical facts, and are subject to risk factors associated with the upstream petroleum businesses. Actual future results, performance and outcomes may differ materially from those anticipated, expressed or implied in such forward-looking statements as a result of a number of risks, uncertainties and/or assumptions including but not limited to petroleum price fluctuations, actual petroleum demand, currency fluctuations, drilling and production results, reserve estimates, loss of contracts, industry competition, credit risks, environmental risks, geological risks, political risks, sanctions-related risks, legislative, fiscal and regulatory developments, general industry conditions, economic and financial market conditions in various countries and regions, project delay or advancement, cost estimates, changes in operating expenses, cost of capital and capital availability, interest rate trends and the continued availability of financing in the amounts and the terms necessary to support future business. Undue reliance must not be placed on these forward-looking statements, which are based on current developments, events or circumstances, and may not be updated or revised to reflect new information or events.
1
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
CONTENTS
-
02 Corporate Profile
-
04 Financial Highlights
-
06 Chairman’s Statement
-
08 Board of Directors
-
09 Key Management Personnel
-
10 Corporate Structure
-
11 Operating and Financial Review
-
46 Directors’ Statement
-
51 Independent Auditor’s Report
-
57 Statements of Financial Position
-
Consolidated Statement of
-
58 Comprehensive Income
-
Consolidated Statement of
-
59 Changes in Equity
-
Consolidated Statement of
-
61 Cash Flows
-
63 Notes to the Financial Statements
-
19 Summary Sustainability Report
-
22 Corporate Governance Report
-
44 Shareholder Demographics
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
2
----- End of picture text -----
CORPORATE PROFILE
ABOUT INTERRA
Interra Resources Limited is a Singapore-incorporated company listed on the SGX Mainboard, traditionally engaged in petroleum exploration and production (E&P). As part of a strategic forward-looking diversification, Interra is actively expanding its portfolio into sustainable and high-demand resources. The company is advancing renewable energy initiatives, including floating solar farms in Indonesia and other solar photovoltaic solutions including power plant developments as a shortlisted Long List Strategic Partner for PT PLN Nusantara Power.
Furthermore, Interra is collaborating with its Indonesian joint venture partner to develop three silica sand concessions located in West Kalimantan, Indonesia. It also holds a strategic 12.24% stake in ASX-listed Morella Corporation Limited, an exploration company focused on advancing critical minerals across Tier 1 jurisdictions in Australia and the United States.
==> picture [483 x 436] intentionally omitted <==
----- Start of picture text -----
EVOLVING ENERGY FOR
A CHANGING
WORLD
----- End of picture text -----
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
3
----- End of picture text -----
CORPORATE PROFILE
MYANMAR:
CHAUK AND YENANGYAUNG FIELDS
In central Myanmar, we hold 60% participating interests in two of the largest onshore producing oil fields in Chauk and Yenangyaung under two Improved Petroleum Recovery Contracts (IPRCs) with the Myanma Oil and Gas Enterprise (MOGE). The IPRCs, which commenced on 4 October 1996 for a term of 20 years and 6 months, were subsequently extended for another term of 11 years. We manage the operatorship of the two fields jointly with a joint venture partner through Goldpetrol Joint Operating Company Inc. The adjacent Myanmar concessions, which extend over a total area of approximately 1,800 square kilometres along the Ayeyarwaddy River, are located approximately 580 kilometres north of Yangon.
INDONESIA:
KUALA PAMBUANG BLOCK
Onshore Central Kalimantan, we have a 72.75% participating interest in an exploration block, namely the Kuala Pambuang (KP) Production Sharing Contract (PSC). The PSC with Satuan Kerja Khusus Pelaksana Kegiatan Usaha Hulu Minyak Dan Gas Bumi (SKKMIGAS) was granted on 19 December 2011 with an initial exploration term of 6 years. It was subsequently extended for a further period of 4 years over an area of approximately 1,631 square kilometres. The exploration period, which was last extended further to 14 March 2025, has yet to be formally extended. The KP block is located on the southern coast of Kalimantan, in the region 180 kilometres southwest of Palangkaraya.
==> picture [483 x 436] intentionally omitted <==
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
4
----- End of picture text -----
FINANCIAL HIGHLIGHTS
==> picture [483 x 20] intentionally omitted <==
----- Start of picture text -----
Group 2025 2024 2023 2022 2021
----- End of picture text -----
| Financial Performance (US$'000) | |||||
|---|---|---|---|---|---|
| Revenue | 11,952 | 17,121 | 19,127 | 24,489 | 11,958 |
| Cost of production | 9,281 | 10,150 | 11,946 | 11,863 | 7,537 |
| Gross profit | 2,671 | 6,971 | 7,181 | 12,626 | 4,421 |
| Net profit/(loss) | (24,319) | 4,123 | 1,124 | 9,513 | 2,487 |
| Net profit/(loss) attributable to equityholders |
(21,833) | 4,198 | 2,522 | 9,578 | 2,549 |
| Financial Position (US$'000) | |||||
| Cash and bank balances | 15,079 | 17,966 | 17,258 | 14,138 | 5,488 |
| Debt and borrowings | – | – | – | – | 1,000 |
| Net current assets | 18,758 | 19,684 | 16,589 | 15,094 | 3,081 |
| Shareholders' equity | 24,352 | 46,303 | 42,710 | 40,170 | 30,244 |
| Cash Flows (US$'000) | |||||
| Operating cash flows | 3,004 | 2,631 | 8,123 | 12,542 | 3,411 |
| Investing cash flows | (4,922) | (1,194) | (4,847) | (2,680) | (1,892) |
| Financing cash flows | (969) | (729) | (156) | (1,212) | (249) |
| Financial Ratio (US cents) | |||||
| Basic earnings/(losses) per share(a) | (3.458) | 0.645 | 0.385 | 1.461 | 0.389 |
| Net asset value per share | 3.694 | 7.281 | 6.516 | 6.128 | 4.614 |
(a) See Note 31 of the Notes to the Financial Statements for more information on earnings/(losses) per share.
==> picture [483 x 19] intentionally omitted <==
----- Start of picture text -----
Company 2025 2024 2023 2022 2021
----- End of picture text -----
| SGX Share Price Information (S$)(b) | |||||
|---|---|---|---|---|---|
| Year-end closing price | 0.036 | 0.036 | 0.034 | 0.043 | 0.043 |
| Average closing price | 0.036 | 0.034 | 0.040 | 0.040 | 0.052 |
| Highest traded price | 0.041 | 0.041 | 0.058 | 0.058 | 0.108 |
| Lowest traded price | 0.036 | 0.027 | 0.026 | 0.023 | 0.032 |
| Year-end market capitalisation | 23,597,950 | 23,597,950 | 22,286,953 | 28,186,440 | 28,186,440 |
| Average market capitalisation | 23,691,593 | 22,081,616 | 26,036,405 | 26,036,405 | 32,489,572 |
(b) Last traded on 31 Jan 2025 after which trading of shares was suspended.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
5
----- End of picture text -----
FINANCIAL HIGHLIGHTS
Cost of production, Gross profit & Revenue
Net profit/(loss) attributable to equity holders & Basic earnings/(losses) per share
==> picture [213 x 197] intentionally omitted <==
----- Start of picture text -----
24,489
19,127
17,121
12,626
11,958 11,952
7,181
6,971
2,671
4,421
7,537 11,863 11,946 10,150 9,281
2021 2022 2023 2024 2025
----- End of picture text -----
==> picture [190 x 203] intentionally omitted <==
----- Start of picture text -----
1.461
0.645
0.389 0.385
9,578 (3.458)
4,198
2,549 2,522
(21,833)
2021 2022 2023 2024 2025
----- End of picture text -----
==> picture [207 x 20] intentionally omitted <==
----- Start of picture text -----
Cost of production Gross profit Revenue
(US$’000) (US$’000) (US$’000)
----- End of picture text -----
Net profit/(loss) attributable to Basic earnings/(losses) equity holders (US$’000) per share (US cents)
Shareholders’ equity & Net asset value per share
SGX Closing price & Trading volume
==> picture [464 x 198] intentionally omitted <==
----- Start of picture text -----
7.281
6.516
6.128
4.614
3.694
S$ million
0.050 15
30,244 40,170 42,710 46,303 24,352 10
0.025
5
2021 2022 2023 2024 2025
0.000 0
Jan/25 Feb/25 Mar/25 Apr/25 May/25 Jun/25 Jul/25 Aug/25 Sep/25 Oct/25 Nov/25 Dec/25
----- End of picture text -----
==> picture [196 x 20] intentionally omitted <==
----- Start of picture text -----
Shareholders’ equity Net asset value per share
(US$’000) (US cents)
----- End of picture text -----
==> picture [167 x 20] intentionally omitted <==
----- Start of picture text -----
Closing price Trading volume
(S$) (million)
----- End of picture text -----
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
6
----- End of picture text -----
CHAIRMAN’S STATEMENT
DEAR SHAREHOLDERS OF INTERRA RESOURCES LIMITED (THE “COMPANY”),
Our strategy is to exit Myanmar and expand our business beyond traditional oil and gas. Over the past two years, we have explored and assessed a variety of business ventures, with a strong focus on the renewable energy sector. We have worked towards, and I believe we will soon be able to show results from our efforts in, establishing alternative sustainable revenue streams from these new avenues. We remain fully committed to this strategic pivot and our long-term diversification goals.
Financially and operationally, this past year highlighted the urgency of our diversification plan. The ongoing civil conflict in Myanmar, alongside the complexities of sanctions compliance, has made the operating environment and business conditions increasingly difficult. Consequently, for the financial year ended 31 December 2025 (“FY2025”), total revenue declined by 30.2% from the previous year to US$11.95 million. These results were largely impacted by softening crude oil prices and lower production volumes. While these external factors remain beyond our control, we have taken steps to optimise costs and preserve capital, ensuring we maintain the liquidity required to navigate this cycle and fund our strategic pivot.
In line with the Board’s commitment to financial discipline and transparency, we have taken the prudent step of rationalising the Group’s balance sheets to reflect the current environment and to ensure assets are not overstated. In view of the prolonged political uncertainties in Myanmar and the absence of an extension approval
letter for the Kuala Pambuang exploration block, we recognised non-cash impairment losses and allowances totalling US$24.04 million in the income statement. Consequently, the Company and its subsidiaries (the “Group”) recorded a net loss attributable to equity holders of US$21.83 million for FY2025, a shift from the net profit attributable to equity holders of US$4.20 million reported for the financial year ended 31 December 2024 (“FY2024”). Hence, there are no profits available to declare a dividend for the financial year under review.
DIVERSIFICATION IN ACTION
Despite the year’s macro challenges, we actively advanced our diversification plan by securing strategic partnerships and investments across Indonesia, Australia and Thailand:
-
In the renewable energy sector, we established joint venture and convertible bond agreements with PT Berkat Bersatu (“Berkat Bersatu”), an Indonesian contractor specialising in floating solar farms, to participate in the ongoing development of three floating solar plants, Tembesi (35MWac), Karangkates (133MWac), and Saguling (60MWac).
-
In light of Morella Corporation Limited’s (“Morella”) new targets for further lithium exploration and its acquisition of a new exploration licence for titanium, we entered into a convertible note facility agreement to provide Morella with strategic funding to support working capital and project development. As previously announced, our long-term equity stake in Morella was diluted from 13.65% to 12.24% following Morella’s issuance of additional shares to
==> picture [483 x 247] intentionally omitted <==
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
7
----- End of picture text -----
CHAIRMAN’S STATEMENT
its directors and third parties. As mentioned in our announcement dated 24 February 2026, we intend to subscribe for further new shares to increase our interest to 12.59%, pending requisite approvals at Morella’s general meeting to be held in April 2026. Morella currently has active exploration underway for three critical minerals – lithium, rubidium and titanium.
-
Recognizing the demand for materials that support the green economy, we advanced our prior memorandum of understanding with PT Mitra Investindo Tbk (“MITI”) group and formalised joint venture and mandatory conversion loan agreements for the purposes of developing three silica sand concession areas and silica-based downstream industry in Indonesia. The silica sands concessions are currently in the exploration stage. To further solidify our alignment with this silica project, we also acquired a 1.49% long-term equity stake in MITI.
-
Expanding our solar footprint beyond Indonesia, we partnered with Royal Manor Group Co. Ltd. (“RMG”) to develop a renewable energy supply business in Thailand. Currently in its preliminary planning stage, this includes a proposed 10MW solar power plant within the RMG factory compound to generate electricity for localised industrial use and for sale to the Thai government.
APPRECIATION
There is no denying that FY2025 was one of the most demanding years in our Group’s history. However, our path forward is clear and our immediate priorities are to secure shareholder approval for our diversification (after the review process with the SGX RegCo is completed), operationalise our new investments to establish sustainable revenue streams, and work alongside with the SGX RegCo to achieve the resumption of trading.
To our shareholders, I want to personally thank you for your steadfast patience. As the Company’s single largest shareholder, my interests are entirely aligned with yours, and I acutely feel the frustration of the trading suspension. I also extend my sincere gratitude to our management team and employees, whose daily resilience keeps the Company moving forward, and to my fellow Directors for their rigorous oversight. Lastly, I wish to express my special thanks to Mr. Tjia Marcel Han Liong, who retired as Executive Director at the last annual general meeting, for his sixteen years of dedication to the Group.
I look forward to sharing our continued progress with you in the year ahead – planting the seeds of possibility today to grow our shared success tomorrow.
Yours truly,
TRADING MATTERS
We recognise that the ongoing trading suspension remains a primary concern for our shareholders. Please be assured that we are taking all necessary steps to resolve this. As previously announced, the Company has submitted a formal request for the resumption of trading from suspension, supported by an update announcement. To date, the Singapore Exchange Regulation (“SGX RegCo”) is still reviewing our request and our resumption of trading proposal. We will continue to follow up closely with the regulator through our legal advisers and provide an update on the outcome in due course.
Additionally, in line with the intention to embark on a firm and concrete diversification plan towards renewable energy, the Company is currently working with the SGX RegCo on the diversification proposals and is hopeful that it will soon be able to table these proposals before shareholders for approval. The Company will update shareholders on any material developments and make all necessary announcements as and when appropriate.
Finally, on a positive note, as the SGX RegCo officially removed the financial watch-list for Mainboard companies on 29 October 2025, the Company is no longer subject to any SGX watch-list requirements.
NG SOON KAI Executive Chairman
31 March 2026
==> picture [191 x 187] intentionally omitted <==
----- Start of picture text -----
US$11.95 REVENUE
million
US$9.28 COST OF
million PRODUCTION
US$21.83 NET LOSS
million
----- End of picture text -----
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
8
----- End of picture text -----
BOARD OF DIRECTORS
NG SOON KAI
Executive Chairman
Mr Ng Soon Kai is the Executive Chairman of the Company. He had previously served on the Board from 1 November 2005 to 29 April 2022 before becoming the controlling shareholder of the Company on 15 August 2023. He was subsequently appointed to the Board on 16 August 2023 and took on the role of Executive Chairman on 15 September 2023. Mr Ng was re-elected on 29 April 2024. He also holds directorships in various subsidiaries and joint venture entities of the Company.
Mr Ng was a partner in the Corporate Department of Lee & Lee from September 2015 to September 2023 and also sat on the board on Seroja Investments Limited from May 2015 to February 2024. He has extensive legal experience dealing with listed companies in the areas of mergers and acquisitions, corporate restructuring, reverse takeovers and schemes of arrangement.
Mr Ng graduated with a Bachelor of Laws (Second Class Upper) from the National University of Singapore, and was called to the Singapore Bar in 1989.
KHOO CHUN LENG WILLIAM
Independent Director (Non-Executive)
Dr Khoo Chun Leng William is an Independent Director of the Company. He was first appointed to the Board on 16 August 2023 and was re-elected on 30 May 2025. Dr Khoo also serves as chairman of the Nominating Committee, and a member of the Audit Committee and the Remuneration Committee.
Dr Khoo is an experienced medical practitioner with more than 30 years of experience in the medical and scientific fields. He started his career working for various government hospitals (including Singapore General Hospital, Tan Tock Seng Hospital and Kandang Kerbau Hospital) and a small private hospital, the HMI Balestier Hospital (which was eventually public listed). Subsequently, Dr Khoo took over and set up two private general practice clinics providing general acute and chronic healthcare to the local communities over many years. He had also served on the Parkway Mount Elizabeth Organ Transplant Ethics Committee overseeing the organ donations/approval processes. Currently, he is a medical doctor and director of Victory Clinic and Surgery Pte. Ltd.
Dr Khoo holds a Bachelor of Medicine and Bachelor of Surgery from the National University of Singapore.
LOH YU JUN
Lead Independent Director (Non-Executive)
Mr Loh Yu Jun is the Lead Independent Director of the Company. He was first appointed to the Board on 28 August 2023 and was re-elected on 29 April 2024. Mr Loh also serves as chairman of the Audit Committee, and a member of the Nominating Committee and the Remuneration Committee.
Mr Loh is currently the Director of SYNOTax Pte. Ltd. He has 18 years of tax experience with 6 years at Pricewaterhouse Coopers Services LLP, where he was part of the financial services tax advisory team specialising in insurance, banking and capital market and asset management. Mr Loh has on behalf of various clients represented them in their Income Tax and Goods and Services Tax matters with the Monetary Authority of Singapore and Inland Revenue Authority of Singapore.
Mr Loh has a Master of Taxation from the Singapore University of Social Sciences in addition to double degrees in Accountancy and Business Management from the Singapore Management University. He is also an Accredited Tax Advisor with the Singapore Chartered Tax Professionals.
TONG MIIN
Independent Director (Non-Executive)
Ms Tong Miin is an Independent Director of the Company. She was appointed and elected to the Board on 29 April 2024. Ms Tong also serves as chairwoman of the Remuneration Committee, and a member of the Audit Committee and the Nominating Committee.
Ms Tong is currently a Partner in the Real Estate & Property Department of Lee & Lee LLP. She has extensive experience handling a wide range of real estate and conveyancing work and representing clients of diverse interests, varying from individuals, publicly listed companies, private corporations, banks, management corporations, government authorities and associations. Her legal expertise is in collective purchases and sales where she has acted for both owners and purchasers in several collective sales of residential developments, commercial properties, and mixed-use developments. She also regularly acts for financial institutions and corporations in secured financing transactions.
Ms Tong graduated with a Bachelor of Laws (Second Class Upper) from the National University of Singapore in 2016, and called to the Singapore Bar in 2017. She is a member of the Law Society of Singapore, Singapore Academy of Law and Singapore Institute of Directors.
Information on the Directors’ interests in the Company is set out in the Directors’ Statement section of this Annual Report.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
9
----- End of picture text -----
KEY MANAGEMENT PERSONNEL
LIM SOO HONG
Chief Financial Officer
Ms Lim Soo Hong was appointed Chief Financial Officer of the Company in February 2026 to take charge of the Group’s financial operations. She is responsible for managing the day-to-day aspects of financial management and reporting as well as internal control and compliance.
Ms Lim joined the Company as Group Finance Manager in August 2006 and rose to the position of Financial Controller in January 2013. Over the years, she has accumulated extensive industry knowledge and experience in financial management.
Ms Lim is a Chartered Accountant of Singapore as conferred by the Institute of Singapore Chartered Accountants (ISCA).
DONAL MARTA
Country Manager, Myanmar
Mr Donal Marta was appointed Country Manager, Myanmar in January 2025, and seconded to the Group’s joint operation in Myanmar to manage the petroleum exploration and production operations.
SUGI HANDOKO
Chief Technical Officer & Vice President of Operations
Mr Sugi Handoko was appointed to the position of Chief Technical Officer of the Company in October 2024, to manage the geological and technical aspects of the upstream business of the Group. He is concurrently the Vice President of Operations of the Company, a role which he assumed since January 2012 and has the overall responsibility of managing the exploration and production operations of the Group.
Prior to the current appointment, Mr Handoko was the Country Manager of the Group’s joint operation in Myanmar. He has more than 38 years of experience in petroleum exploration and production operations and management, which includes engineering, production, finance, procurement, logistics, human resources and government liaison.
Mr Handoko graduated from the Bandung Institute of Technology in 1988 with a Bachelor’s Degree in Petroleum Engineering. He obtained a Masters of Business Administration from the University of Dubuque in 2022. He is a member of the Indonesian Petroleum Association (IPA) and the Indonesian Association of Petroleum Engineering (IATMI).
Prior to the current appointment, Mr Marta was assigned as a field manager at the Group’s joint operation in Myanmar from September 2015 to January 2025. He commenced his career in 2010 as a reservoir engineer, working at various upstream petroleum projects in Indonesia. He joined the Group in 2014 as a petroleum engineer of the Linda-Sele fields located in West Papua. Mr Marta has over 14 years of diverse experience in the upstream industry, which encompasses operations, engineering, consulting and service roles.
Mr Marta has a Bachelor’s Degree in Environmental Engineering and a Master’s Degree in Petroleum Engineering from the Bandung Institute of Technology.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
10
----- End of picture text -----
CORPORATE STRUCTURE
==> picture [483 x 470] intentionally omitted <==
----- Start of picture text -----
100% 100% 100% 100%
Interra Resources
Goldwater Goldwater Interra Resources
(Indonesia)
Company Limited KP Pte. Ltd. (Borneo) Pte. Ltd.
Pte. Ltd.
100% 100% 100%
PT Interra
Haikou Interra
PT Sumber Resources
Import Export
Sari Rejeki Indonesia
Trading Co., Ltd.
Investment
100% 100% 100% 100% 100%
Interra Renewable PT Interra
Goldwater PT Pambuang PT Interra
Energy (Thailand) Renewable
Indonesia Inc. Investindo Energy Services
Co. Ltd. Energy
60% 72.75% 40% 12.6%
PT Mentari
Goldpetrol Pambuang PT Ketapang PT Nexa Core
JOC Inc.
Internasional Prima Resources Teknologi
(Joint Operator)
(Operator)
100% 100% 100%
Chauk Yenang- Kuala Pambuang
IPRC yaung IPRC PSC
(Petroleum) (Petroleum) (Petroleum)
Subsidiary company Joint operation Participating interest Associate company
----- End of picture text -----
See Notes 9, 10 and 11 of the Notes to the Financial Statements for more information on subsidiary corporations, associate companies and joint venture.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
11
----- End of picture text -----
OPERATING AND FINANCIAL REVIEW
FINANCIAL PERFORMANCE
Due to ongoing civil conflict, the Group’s operating activities in Myanmar slowed down considerably, resulting in a decrease in production output and hence lower sales of crude oil in FY2025. The total revenue for the year decreased by 30.2% to US$11.95 million from US$17.12 million of FY2024. The shareable oil production also transacted at lower crude oil prices of which the weighted average was US$69.06 per barrel for FY2025. (FY2024: US$79.98 per barrel). The Group’s revenue breakdown by fields for the past five years is charted below.
Revenue breakdown (US’$000)
==> picture [219 x 213] intentionally omitted <==
----- Start of picture text -----
24,489
19,127
6,024 17,121
11,958
5,159 11,952
4,265
2,887
3,912
9,071 18,465 13,968 12,856 8,040
2021 2022 2023 2024 2025
Chauk Yenangyaung Total
----- End of picture text -----
Although only one development well was drilled for the year under review, the lower production expenses were partially offset by higher rates of amortisation and depreciation in respect of the operations in Myanmar. As a result, the cost of production for FY2025 decreased by only US$0.87 million to US$9.28 million (FY2024: US$10.15 million), yielding a much lower gross profit of US$2.67 million (FY2024: US$6.97 million).
Other income of US$1.35 million was 21.2% less than the previous year of US$1.71 million, mainly due to the lack of interest income from loans to non-related parties which had been recognised as full credit loss allowance, and lower interest rates. The drop in income tax expenses from US$0.64 million a year ago to US$0.06 million for FY2025 was due to a lower current year tax provision
of US$1.16 million being offset by a reversal of tax provision with respect to a contract of which the statute of limitations had lapsed of US$1.03 million. The share of losses of associate companies after tax of US$0.49 million was mostly attributable to the losses incurred by Group’s investment in its associate company, PT Nexa Core Teknologi (“Nexa Core”).
The bottom line of the Group was hit by the recognition of huge impairment losses and allowances totalling US$24.04 million in respect of (i) the Kuala Pambuang block in Indonesia (US$17.16 million) due to the expiration of the contractual exploration period, which has yet to be formally extended; and (ii) the producing oil and gas properties in Myanmar (US$6.88 million), of which the recoverable amount was assessed to be lower than the carrying value. Therefore, the Group posted a net loss after tax of US$24.32 million for FY2025 compared to a net profit after tax of US$4.12 million for FY2024.
In the year ahead, it is envisaged that the business environment and operating conditions in Myanmar will remain challenging, with key factors being high inflation, currency depreciation and sanctions compliance, logistical disruptions and import restrictions. The Company has been actively exploring opportunities outside Myanmar and diversifying its business beyond the oil and gas sector. It hopes to be able to establish new and sustainable revenue streams in the years to come.
FINANCIAL STRENGTH
The impact of the non-cash impairment charges recognised in respect of the Kuala Pambuang block and the Myanmar assets on the Group’s statements of financial position was a corresponding reduction in the value of non-current assets, which decreased from US$29.08 million as at the last year end to US$4.67 million as at 31 December 2025. The impairment of the Myanmar assets diminished the value of producing oil and gas properties by US$6.88 million while the impairment of the Kuala Pambuang block reduced the value of the exploration and evaluation assets by US$10.48 million. In addition, the loans amounting to US$6.65 million extended to third parties under trade and other receivables to finance the Kuala Pambuang project were provided as a full credit loss allowance. The debts were deemed uncollectible as the recoverability was dependent on the viability of the Kuala Pambuang block.
The Group’s investment in shares of Nexa Core was recorded as investment in associate company of US$1.20 million while its investment in shares of public
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
12
----- End of picture text -----
OPERATING AND FINANCIAL REVIEW
listed MITI of US$0.96 million was added to financial assets at fair value through other comprehensive income (“FVOCI”) as a long-term strategic investment. The convertible note issued by Morella for a face value of US$0.33 million were held by the Group as noncurrent financial assets at fair value through profit or loss (“FVPL”). There was a reclassification of VibroPower Corporation Limited’s convertible bond of US$1.15 million from non-current to current FVPL, of which the value of US$3.85 million included the Berkat Bersatu convertible bonds of US$2.69 million.
Given the lower crude oil sales, the Group had less trade and other receivables of US$1.50 million as at 31 December 2025 (2024: US$3.45 million). Its cash and cash equivalents totalled up to US$15.08 million compared to US$17.97 million of the previous year end. The total assets of the Group decreased from US$54.23 million as at 31 December 2024 to US$28.71 million as at 31 December 2025.
The total liabilities of the Group of US$5.32 million as at 31 December 2025 were US$1.11 million lower than the year before, mainly attributable to the reversal of tax provision of US$1.03 million with respect to a contract of which the statute of limitations had lapsed and a decrease in lease liabilities. There was a reclassification of trade and other payables of US$0.93 million from non-current to current liabilities as the settlement became due within twelve months.
During the year under review, operating activities in Myanmar provided net cash of US$3.00 million (FY2024: US$2.63 million) to the Group. Interest from fixed deposits and convertible bonds and notes provided US$0.86 million to the cash flows from investing activities while US$5.82 million were used for various investments in listed and unlisted shares and convertible bonds and notes. Cash used in financing activities was mainly for the payment of dividends to shareholders which amounted to US$0.75 million.
Although the asset impairment directly reduces the asset value on the statements of financial position, it reflects the Company’s prudent decision to enhance financial accuracy and transparency as well as its commitment to maintaining the long-term financial health of the Group. The financial position of the Group remains strong with no borrowings, high liquidity and positive operating cash flows. The Company will continue to exercise discipline in managing the cash on hand while building new ventures that generate economic value.
PROJECT STATUS UPDATES
Following the completion of the feasibility study to assess the economic, operational and financial viability of the wood pellet project, the Company and its joint venture partners decided to terminate the joint venture. The joint venture company formed was disposed of by the Company at cost without incurring any loss, and the disposal proceeds were redirected to fulfil the Group’s obligations for the silica project with the MITI group.
The proposed cooperation with PT Blora Patra Energi with respect to petroleum exploration and production projects in Blora Regency was well received by the relevant stateowned enterprise. However, the internal procedures for facilitating the proposed work would take time.
The planned 2MW solar farm joint venture in Sabah is currently stalled as the electricity demand was deemed insufficient to justify the plant’s capacity. The consultant advised scaling down to a 500kW facility and re-applying for a higher capacity when the electricity consumption level increases. To date, the partner has yet been able to provide clarity on their stance due to a delay in the financial closure of the project.
SHARE CAPITAL
During the year, there were no options granted under the Interra Share Option Plan 2017 (ISOP 2017). Two unexercised options comprising an aggregate of 5,400,000 unissued ordinary shares had lapsed and became null and void following the resignation of Mr Han Liqiang as Country Manager, Myanmar in January 2025 and the retirement of Mr Tjia Marcel Han Liong as Executive Director at the last annual general meeting held in May 2025. As at the end of FY2025, the total number of unissued ordinary shares comprised in options outstanding was 22,500,000 (FY2024: 27,900,000).
During the year, the Company purchased by way of market acquisition an aggregate of 2,876,100 shares of the Company under the renewed share purchase mandate for a total consideration of US$0.08 million and held them as treasury shares. In total, it had 22,464,500 treasury shares representing 3.55% of the issued share capital of the Company excluding treasury shares and no subsidiary holdings as at 31 December 2025. In order to extend the validity of the mandate, the Company is seeking shareholders’ approval for the renewal of the share purchase mandate at the upcoming annual general meeting.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
13
----- End of picture text -----
OPERATING AND FINANCIAL REVIEW
CRUDE OIL PRICES
Crude oil prices in 2025 experienced a downward trend, averaging lower than 2024 due to significant global oversupply, with prices dipping towards US$60 per barrel by year-end. The Group’s transacted crude oil prices for the past five years are charted below.
Crude oil prices
(US$ per barrel)
==> picture [233 x 139] intentionally omitted <==
----- Start of picture text -----
120
100
80
60
40
20
Jan-20 Jul-20 Jan-21 Jul-21 Jan-22 Jul-22 Jan-23 Jul-23 Jan-24 Jul-24 Jan-25 Jul-25
Sumatran Light Crude
----- End of picture text -----
The new year got off to a turbulent start as geopolitical tensions rose around Venezuela and Iran. In the first quarter of 2026, crude oil prices are experiencing high volatility with surges brought about by the intense geopolitical events in the Middle East. Nonetheless, it is anticipated that the soft supply-demand fundamentals will put downward pressure on global oil prices, thereby stabilising prices. The Company will continue to be prudent in its management of operating expenses and capital expenditure with the aim of containing costs and maintaining liquidity.
SANCTIONS-RELATED RISKS
The principal operations of the Group are located in Myanmar, where the military regime overthrew the democratically elected government on 1 February 2021. The military coup and the subsequent military and police repression against peaceful demonstrators are grave violations of basic human rights, resulting in sanctions being imposed on target persons or entities whose actions, policies or activities undermine democracy or the rule of law, or who threaten the peace, security or stability of Myanmar.
The Group has petroleum contracts with the Myanma Oil and Gas Enterprise (“MOGE”), which is an enterprise formed by the government of Myanmar and is concerned with the exploration and production of petroleum. MOGE is a sanctioned entity under the EU and US sanctions regime, and is subject to EU and US sanctions restrictions. However, as the Group does not fall within the jurisdictional scope of the EU sanctions due to a lack of EU nexus and does not deal through or with US persons and with any persons or entities under the Specially Designated Nationals and Blocked Persons List, it has not breached either the EU or US sanctions regimes. Therefore, the risk of a potential violation of EU or US sanctions having an impact on the business and operations of the Company would be minimal.
The Company’s enterprise risk management consultant cum internal auditor have concluded, based on the existing sanctions-related internal controls, that there are no material changes in the overall risk exposure of the Company for FY2025. The Company’s external auditor has identified no financial impact on the Group’s financial statements that requires adjustment or disclosure for the reporting period, and has thus issued an unmodified opinion on the Group’s financial statements for FY2025.
Hence, based on the above, the Board is of the opinion, with the concurrence of the Audit Committee, that (a) the above sanctions-related information remains valid and (b) adequate and effective sanctions-related risk control measures have been implemented to safeguard shareholders’ interests and the Company’s assets. The Company will continue to monitor its exposure to sanctionsrelated risks and make timely announcements as and when there are any material changes in relation to such risks.
PRODUCTION
With only one development well drilled, the Group’s shareable oil production from the two fields shrank by 18.8% to 250,791 barrels for FY2025 from 308,940 barrels for FY2024. Contributions from the Chauk and Yenangyaung fields for the year were 71.3% and 28.7% (FY2024: 78.1% and 21.9%) respectively. The Group’s shareable oil production by fields before application of contractual terms with the host government for the past five years is charted below.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
14
----- End of picture text -----
OPERATING AND FINANCIAL REVIEW
Shareable oil production (barrels of oil)
==> picture [216 x 234] intentionally omitted <==
----- Start of picture text -----
319,909
312,323 308,940
250,791
214,184 80,737
76,500 67,698
72,014
51,966
162,218 235,823 239,172 241,242 178,777
2021 2022 2023 2024 2025
Chauk Yenangyaung Total
----- End of picture text -----
If the internal conflict in Myanmar were to persist throughout 2026, the operating activities of the Group will continue to be hampered by constant disruptions to logistics and supply chains and security issues affecting field accessibility and workforce deployment. Therefore, the production outlook remains uncertain and challenging in the year ahead.
OPERATING ACTIVITIES
- Myanmar – Chauk and Yenangyaung Fields
During 2025, Myanmar remained deeply entrenched in a civil war. Hence, only one instead of two new development wells was budgeted for the Chauk field. The operator completed the new well as an oil producer, but contribution was below expectations, yielding a cumulative oil production of 1,487 barrels of oil from the upper zone as at year end. Additional perforation of the upper zone with the objective of increasing oil production is expected to be conducted in the first half of 2026.
Apart from the reduced level of drilling activities, two waterflood areas were temporarily shut down due to indication of water breakthrough in the surrounding oil producers. Both situations are currently being closely monitored for further optimisation. The average wellhead production gain since the commencement of
the waterflood project was approximately 250 barrels of oil per day from all the oil-producing wells in twelve waterflood areas. As a result, the combined gross production of the two fields for FY2025 decreased 13.1% to 753,730 barrels from 867,323 barrels for FY2024.
In 2026, the operator will be drilling two development wells at the Chauk field. It will also continue the routine field operations and improvements with respect to boreholes and surface infrastructure alongside scheduled maintenance of existing wells with the aim of minimising production declines.
- Indonesia – Kuala Pambuang Block
The exploration period of the contract, which expired on 14 March 2025, has yet to be formally extended. The proposal for further extension of the additional exploration period was submitted to SKKMIGAS in January 2025 and a discussion was subsequently held with both SKKMIGAS and MIGAS. As recorded in the minutes of the meeting, SKKMIGAS had issued a recommendation letter for the extension to the Director General of MIGAS and the Ministry of Energy and Mineral Resources (ESDM) for approval.
Workplans for the drilling of the proposed exploratory well, which encompass well site preparations, access road construction and tender for drilling materials and services, have been postponed while awaiting the approval of the extension. The Company will make the necessary announcement on the outcome of the application in due course.
RISK FACTORS AND UNCERTAINTIES
The upstream petroleum business is capital intensive and long term in nature and involves complex multiplicity of risks and uncertainties. The Group’s operating and financial results depend on its ability to identify and mitigate these risks, which are inherent in its operations, in a timely and sustainable manner. An outline of the key factors affecting the Group’s business is provided below.
- Sales of Crude Oil
The marketability of crude oil produced by the Group depends on the proximity of its reserves to pipelines, oil tankers and processing facilities and is subject to operational problems associated with such infrastructures and facilities which could cause delays in its delivery of crude oil, thus affecting its billings. The Group currently sells the crude oil that it produces to the respective host governments and the quantum of which
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
15
----- End of picture text -----
OPERATING AND FINANCIAL REVIEW
is subject to wide-ranging government regulations and policies relating to benchmark price, cost recovery, taxes, royalties, domestic market obligation and fiscal system. Therefore, the final shareable production to be translated into revenue is not directly proportional to gross production, and to a certain extent, is beyond the Group’s control.
- Crude Oil Prices
Petroleum exploration and production is fundamentally a commodity business and hence, revenue is exposed to fluctuations in the prevailing crude oil and natural gas prices, which are dependent on a combination of various factors such as international demand and supply, geopolitical developments, and global economic conditions. The single largest variable that affects the Group’s operating and financial results is crude oil prices. The Group does not have any hedging or derivative arrangements which would have the effect of giving the business a certain and fixed sale price for the crude oil produced. Depressed crude oil prices over prolonged periods will have an adverse impact on its profitability and cash flows, or may even render extraction commercially unviable, thus leading to recognition of significant impairment charges on the carrying amounts of producing oil and gas properties.
- Operating Costs
The Group’s operating and financial results depend on its ability to execute and operate development projects as planned. Due to constantly changing market conditions and difficult environmental challenges, cost and schedule projections can be uncertain. Factors that may affect the economics of these projects include delays in issuance of permits and licence by government agencies, shortages or delays in the availability or delivery of critical equipment, escalating procurement and leasing costs, unforeseen technical difficulties, adverse weather conditions, and changes in operating conditions, which could cause cost overruns and prolonged delays in development thereby impeding production growth. The Group’s operating costs in the foreseeable future depend largely on its ability to implement effective cost controls.
- Credit Risk
The Group currently sells all the crude oil that it produces only to the host government in Myanmar. Although the Group currently does not have any issues with invoice payments, there can be no assurance that risks of counterparty default would not occur in the future. Any significant default or delay in the payment could adversely affect its cash flow and financial position.
==> picture [483 x 299] intentionally omitted <==
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
16
----- End of picture text -----
OPERATING AND FINANCIAL REVIEW
• Capital Funding and Interest Rate Risk
Petroleum exploration and production is a long-term and capital-intensive business. Substantial capital investment is required to exploit and develop reserves for petroleum production. Cash flows from operations may not be sufficient to fund drilling activities and business operations from time to time. Failure to obtain additional funding on a timely basis may cause the Group to discontinue some of its exploration, development and production activities or to forfeit its interests in certain petroleum contracts, resulting in material adverse impact on the Group’s financial condition, results of operations or prospects. Raising capital through certain debt or equity financing may have dilutive effect on the Group’s earnings.
• Reserve Replacement
Future petroleum production is dependent on the Group’s ability to replace produced reserves and access new reserves through successful exploration and development activities, new discoveries, new extraction techniques, negotiation with governments and other owners of reserves, and acquisition of petroleum acreages. Unsuccessful exploratory or developmental drillings as well as failure in identifying or finalising transactions to access potential reserves could cause its reserves to decline and affect future production levels. Given the present volatile crude oil price environment, the Group’s focus on capital expenditure and cost control management may have a negative impact on its progress in respect of reserve replacement.
• Petroleum Agreements
A production-sharing type of petroleum agreement with the host government or its agency grants the participating party (or parties) the rights and obligations to conduct exploitation and production of hydrocarbons at its own expense and risk on a compensated basis for an established time period. Each contract is highly regulated and is subject to conditions imposed by the host government or its agency in matters such as drilling plan and development work commitment, domestic market obligation, abandonment of contract area, field restoration, and environmental protection. The final shareable production to be split with the host government before translating into revenue is derived after deducting various capital and operational expenditures, royalties and taxes. Due to the intrinsic complexity of the different forms of contractual terms, revenue is not proportionally dependent on gross production and crude oil prices. In addition, there is no guarantee that contract extension or renewal will be granted upon expiration, failing
which may result in substantial losses and significant reduction in investment value. The Group’s existing petroleum contracts with the Myanmar government will expire in April 2028 and it is uncertain whether these contracts will be extended or renewed.
• Taxes
In addition to the payment of royalties and signature or production bonuses, petroleum and income taxes of the upstream petroleum sector tend to be higher than those payable in many other commercial activities. Adverse changes in fiscal or tax regimes applicable to petroleum industry in the countries where the Group conducts its upstream operations could have a negative impact on the Group’s profitability.
- Political and Regulatory Risks
The Group operates in countries where political, economic and social transitions are taking place or may occur from time to time. Developments in politics, laws and regulations can affect its operational performance and financial position. Potential developments include forced divestment of assets, limits on production or cost recovery, international sanctions, import and export restrictions, price controls, tax increases and other retroactive tax claims, expropriation of property, cancellation of contract rights, changes to environmental regulations, international conflicts such as war, civil unrest, acts of sabotage or terrorism, and local security concerns that threaten the safe operation of facilities. In countries which lack welldeveloped legal systems or have yet adopted clear regulatory frameworks for petroleum industry, the Group’s operations are exposed to increased risk of adverse or unpredictable actions by government officials and may face difficulty in enforcing contracts or delays in issuance of licences and permits.
- Sanctions-Related Risks
The European Union, the United States and various other countries, as well as the United Nations and other international bodies, may impose economic and trade sanctions or embargoes with respect to certain countries in support of their respective foreign policy and security goals. These economic and trade sanctions or embargoes generate restrictions with respect to activities or transactions with countries, governments, entities or individuals that are the target of the corresponding sanctions. These sanctions could impact ability to conduct business in certain regions, affect supply chain and prices, and increase legal and compliance costs. While the Group has sanctions compliance framework with procedures, processes and
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
17
----- End of picture text -----
OPERATING AND FINANCIAL REVIEW
controls in place to mitigate the risk of international sanctions prior to the formalisation of a commercial relationship with a third party and during the execution of operations, as sanctions laws and regulations are increasingly complex and constantly evolving, there is a risk that such measures may not always prove effective and any future sanctions or enforcement actions could result in legal liabilities and material adverse effects on the financial position, businesses or results of operations.
• Exploration Risk
Exploration activities involve significant inherent risks including failure to discover any accumulation of hydrocarbons, or that the discovery of hydrocarbons is not commercially recoverable or viable. Development of hydrocarbon reserves is a complex and lengthy process which includes appraising a discovery, sanctioning a development project, and building and commissioning related facilities. Thus, the rates of return for such long-lead-time projects are exposed to the volatility of oil and gas prices and costs, which may be substantially different from the prices and costs assumed when the investment decision was actually made. In the event that an exploration programme proves to be unsuccessful or unprofitable, it may lead to substantial losses, considerable reduction in cash reserves, significant diminution in asset values and possible relinquishment of contractual rights. The Group currently has one ongoing exploration project in southern Central Kalimantan and it is highly uncertain whether the capital invested could ultimately yield commercially recoverable hydrocarbons or profitable production.
• Drilling Risk
The Group endeavours to maintain and grow its petroleum production through drilling programmes, which may be developmental or exploratory in nature, based upon geological and geophysical studies of available information or new data. However, underground drilling activities are subject to numerous unexpected drilling conditions including pressure or irregularities in geological formations and invasion of water into producing formations. Therefore, it is not certain that such drillings will ultimately yield commercially recoverable hydrocarbons or profitable production. Unsuccessful drillings may have material negative impact on the operating results and financial position of the Group.
• Production Risk
There are inherent risks involved in the production of hydrocarbons that, in addition to impacting the actual volumes produced, may ultimately affect the reserves (recovered). The performance of the reservoirs may be affected by the use of new technologies and the failure to develop and employ advanced technologies to achieve maximum recovery rates of hydrocarbons or to gain access to previously inaccessible reservoirs. In addition, continuous disregard for industry standard production practices can lead to reduction in production volumes, and in extreme cases, actual total loss of production. In the event that incremental production growth is not sufficient to keep pace with natural field decline, the Group’s operating and financial performance will be adversely affected.
• Reserve Estimation Risk
There are indefinite inherent uncertainties in respect of the estimation and valuation of petroleum reserves. The estimation of petroleum reserves is not an exact science and depends on numerous factors such as quantity and quality of the geological, engineering and economic data, assumptions adopted when making the estimate, projections regarding future production volumes, development expenditures, operating costs, cash flows, timing of work plans, availability of equipment and technology, and experience and knowledge of evaluators in their interpretation and judgment. Many of these factors, assumptions and variables involved in estimating reserves are subject to fluctuations and changes. Final results of drilling and testing, the actual development execution and production performance, and changes in crude oil and natural gas prices after the date of estimation could significantly affect the reserve estimates. Therefore, the quantities of petroleum ultimately recovered by the Group and the timing and cost of those volumes as well as the net cash flow that it receives from the production may differ materially from the numbers reflected in the reserve estimates. Moreover, reserves certification conducted by different estimators may vary considerably depending on the methodology and approaches employed in the assessment. Any such instance may adversely affect the future net cash flow and fair asset value of the Group.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
18
----- End of picture text -----
OPERATING AND FINANCIAL REVIEW
- Environmental and Operational Hazards
Given the nature of petroleum exploration and extraction, the Group is exposed to a wide spectrum of risks related to health, safety, environment and security. Environmental and operational hazards including blowout, leak, spill, property damage and personal injury or loss of life could result in operational disruption, regulatory action, legal liability, loss of revenue and damages that could adversely affect the Group’s operational performance and financial conditions. The Group’s insurance may limit or may not cover all risks of liabilities which the Group is exposed to, or the Group may elect not to obtain insurance to deal with specific risks due to the high premiums associated with such insurance or other reasons. Moreover, the Group’s operations may be affected by fire, typhoons, floods and other natural calamities, which are generally excluded from insurance policies.
Information on the factors impacting the financial and operating performance of the Group is set out in the following sections of the Notes to the Financial Statements of this Annual Report:
-
Note 3, Critical Accounting Estimates, Assumptions and Judgements;
-
Note 33, Contingent Liabilities; and
-
Note 34, Financial Risk Management.
Information on the factors impacting the environmental and social performance of the Group is set out in the Summary Sustainability Report section of this Annual Report and the full Sustainability Report on the Company’s website.
The Group may be affected by a number of risks that may relate to the industries and countries in which the Group operates as well as those that may generally arise from, inter alia , economic, business, market and political factors, including the risks set out herein. The risks described above are not intended to be exhaustive. There may be additional risks not presently known to the Group, or that the Group may currently deem immaterial, which could affect its operations, possibly materially.
SUMMARY OF RESERVES AND RESOURCES AS
OF 31 DECEMBER 2025
As announced on 9 April 2026, the SGX RegCo has granted the Company (a) a waiver to include the summary of reserves and resources for FY2025 in this Annual Report; and (b) an extension of time till 31 May 2026 to publish the summary of reserves and resources for FY2025 by way of a separate announcement. The Company will make the necessary announcement as soon as the information is available.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
19
----- End of picture text -----
SUMMARY SUSTAINABILITY REPORT
SUSTAINABILITY STRATEGY
Our sustainability strategy is centred on the creation of integrated value that balances both economic and societal outcomes. In pursuing economic value through profit generation and enhanced shareholder returns, we also recognise our broader role and responsibilities as global corporate citizens in contributing positively to societal well-being. This approach underscores our commitment to creating long-term value for all stakeholders.
Looking back on the past year, our initiatives and actions aimed at delivering holistic value to our stakeholders can be summarised as follows:
==> picture [395 x 95] intentionally omitted <==
----- Start of picture text -----
Sustainable Environmental Health &
Community
Development Stewardship Safety
----- End of picture text -----
We maintain regular and structured engagement with both internal and external stakeholders to strengthen our sustainability strategy and overall performance. These engagements are designed to understand stakeholder expectations, gather feedback on how effectively these expectations are being met, and encourage collaboration to generate deeper insights and mutual value. The stakeholder engagement process yields qualitative inputs, which are essential in informing our strategic priorities, guiding operational decisions, and enhancing the value we deliver to all stakeholder groups.
==> picture [364 x 316] intentionally omitted <==
----- Start of picture text -----
LOW MEDIUM HIGH
Supporting local Long-term plans
Community involvement Managing
Stakeholder engagement continual
improvement
Business continuity
Operational safety
Water use Managing climate risks
and opportunities
Managing greenhouse
gas emission
Energy efficiency
Identification of new
technologies
Knowledge transfer and
sharing
Employment
development
Relevance to Interra
Sustainable Development Environmental Stewardship Health and Safety Community
HIGH
MEDIUM
LOW
Importance to Stakeholders
----- End of picture text -----
The full Sustainability Report for FY2025 is available on the Company’s website at www.interraresources.com.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
20
----- End of picture text -----
SUMMARY SUSTAINABILITY REPORT
SUSTAINABILITY PERFORMANCE
-
Sustainable Development Track and report Wells drilled (No.) and Wells completed fulfilment of budgeted as oil producers (No.) FY2026 target drilling programme 2025 1 • One development well was drilled for FY2025.
-
2024 2 • For FY2026, two development wells
-
2023 6 will be drilled in line with the work program.
-
Oil production BO produced FY2026 target 2025 753,730 • The total gross production was 753,730 BO. The decrease was
-
2024 867,323 primarily attributed to lower operational activity, alongside security
-
2023 880,261 challenges and operational restrictions 2017 in Yenangyaung and Chauk. 837,823
-
Baseline • For FY2026, we have set a gross production target of 717,610 BO, with an average production rate of 2,090 BO per day.
-
Training hours per Training hours per operational staff FY2026 target operational staff 2025 191 • We delivered a total of 85,586 training hours, equivalent to an
-
2024 195 average of 191 training hours per operational staff.
-
2023 53 • In FY2026, we aim to maintain a
-
Target 40 minimum average of 100 training hours per operational staff.
-
Environmental Stewardship Spills and regulatory FY2025 progress FY2026 target compliance incidents • Achieved zero spills and regulatory • Maintaining zero spills and regulatory compliance incidents in Myanmar. compliance incidents in FY2026.
The full Sustainability Report for FY2025 is available on the Company’s website at www.interraresources.com.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
21
----- End of picture text -----
SUMMARY SUSTAINABILITY REPORT
Reducing 10% of GHG emissions per barrel of oil production (from FY2024 baseline)
==> picture [72 x 78] intentionally omitted <==
GHG emissions per barrel of oil production (kgCO2e/BO)
==> picture [147 x 70] intentionally omitted <==
----- Start of picture text -----
2025 9.78
2024 15.95
2023 15.22
Target 14.35
----- End of picture text -----
FY2026 target
-
The GHG emission was 9.78 kgCO2e/ BO, representing a 39% decrease compared to FY2024. The FY2025 target of a 10% reduction was achieved.
-
• We maintain a 10% reduction in GHG emissions intensity from the FY2024 baseline.
Health and Safety
==> picture [69 x 11] intentionally omitted <==
----- Start of picture text -----
Safety incidents
----- End of picture text -----
==> picture [72 x 78] intentionally omitted <==
Achievements
- Achieved zero safety incidents in Myanmar.
FY2026 target
- Our target is to achieve zero safety incidents in Myanmar.
Overtime hours per employee (Hours)
==> picture [72 x 77] intentionally omitted <==
Overtime hours per employee (Hours)
==> picture [132 x 72] intentionally omitted <==
----- Start of picture text -----
2025 128
2024 119
2023 120
Target 120
----- End of picture text -----
FY2026 target
- We set the target for overtime at 130 hours per employee, due to two additional public holidays in FY2026 compared to FY2025.
Community
Investing in community Investment in community projects development (US$’000)
FY2026 target
==> picture [361 x 71] intentionally omitted <==
----- Start of picture text -----
• In view of the current economic
2025 286
constraints in Myanmar, we have
2024 222 increased our annual target for
2023 182 community projects to US$120,000.
Target 100
----- End of picture text -----
==> picture [72 x 77] intentionally omitted <==
The full Sustainability Report for FY2025 is available on the Company’s website at www.interraresources.com.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
22
----- End of picture text -----
CORPORATE GOVERNANCE REPORT
The Company is required under the Singapore Exchange Securities Trading Limited (the “SGX-ST”) Listing Manual (the “SGX-ST Listing Manual”) to describe its corporate governance practices in its annual report with specific reference to the principles and the provisions of the Code of Corporate Governance 2018 (the “Code”).
This report discloses the Company’s corporate governance policies and practices which have been adopted in line with the spirit of the Code. The Company complies with the principles, and adheres largely to the provisions set out in the Code. Where its practices vary from any provisions of the Code, the Company specifies and explains the reason for the variation and how the practices adopted are consistent with the intent of the relevant principle.
BOARD MATTERS
Principle 1 – The Board’s Conduct of Affairs
The company is headed by an effective Board which is collectively responsible and works with Management for the long-term success of the company.
The duties of the Board include:
-
(a) providing entrepreneurial leadership and setting corporate strategy and direction, and ensuring that the necessary financial resources and human resources are in place for the Company to meet its objectives;
-
(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;
-
(c) reviewing Management’s performance;
-
(d) identifying the key stakeholder groups and recognising that their perceptions affect the Company’s reputation;
-
(e) setting the Company’s values and standards (including ethical standards), and ensuring that obligations to shareholders and other stakeholders are understood and met; and
-
(f) considering sustainability issues, such as environmental and social factors, as part of its strategic formulation.
Provision 1.1
The Directors understand that they are fiduciaries who act objectively in the best interests of the Company and hold Management accountable for performance. The heavily regulated regime in Singapore, where the Company is incorporated and listed, principally sets appropriate tone-from-the-top and desired organisational culture of the Company. Since the listing of the Company on the SGX-ST in 2003, the Board has adopted the practice of basing its governance and decision making on the orderly legal system and sound regulatory framework of Singapore under close guidance of the Company Secretary who is a lawyer from a reputable law firm. Its tradition of being committed to upholding high standards of corporate governance defines Management’s fundamental priority of abiding by statutory obligations and adhering to regulatory compliance, thereby ensuring proper accountability within the Company. As an investment holding entity, the Company operates with a small group of professionals, managers and executives, and does not have its code of ethics and conduct formally written at the Company level. At the Group level, its individual subsidiaries and joint ventures incorporate their code of ethics and conduct in the rules and regulations of their respective employment policies. The Board intends to formalise the code of ethics and conduct as the Company grows in size.
The Directors regard disclosure of interests in transactions as a statutory duty of utmost importance and adopt the customary practice of tabling at Board meetings general notices of individual directorships and material interests annually and as and when circumstances require. Directors facing conflicts of interest recuse themselves from decisions involving the issues of conflict.
Provision 1.2
The Directors understand the Company’s business as well as their directorship duties (including their roles as executive, non-executive and independent directors). On an ongoing basis, the Directors keep up to date with the industry, and legal and regulatory environment in which the Company and Group operate. During the financial year ended 31 December 2025 (“FY2025”), some examples of seminars and courses which the Directors attended include, but are not limited to, “ A Director’s Guide for Navigating Climate Change ” and “ Cyber Crisis Simulation Training for Directors ” organised by the Singapore Institute of Directors (“SID”). In addition, Ms Tong Miin (“Ms Tong”) passed
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
23
----- End of picture text -----
CORPORATE GOVERNANCE REPORT
the SID Accreditation Exam during FY2025. All the Directors had received training on sustainability matters, thus fulfilling the requirement under Rule 720(7) of the SGX-ST Listing Manual. All such training undertaken by Directors are generally funded by the Company.
The Directors are provided with opportunities to develop and maintain their skills and knowledge at the Company’s expense. To encourage Directors to keep up with regulatory and industry changes, the Company furnishes them with SID’s annual calendar of professional development curriculum at the beginning of the year and keeps them informed of suitable training courses and professional development programmes available from time to time, in particular, those that are industry related and updates on relevant regulations and standards. The Directors also receive training and development in their own professional fields or through companies in which they hold directorships.
Provision 1.3
The roles and responsibilities of the Board and Management are clearly defined in order to facilitate better understanding of their respective accountabilities and contributions. Management has been charged to run the ordinary business of the Company and its group operations, while major matters and material transactions are brought to the Board’s attention for its deliberation and decision. The Company has adopted internal guidelines which specifically reserve the following key matters for the Board’s approval: significant acquisitions and disposals or undertakings, funding proposals, and announcements of financial results, exploratory drilling updates and material information.
Provision 1.4
To assist in the efficient discharge of its fiduciary duties and responsibilities, the Board has, without abdicating its responsibility, established three (3) Board Committees namely, the Audit Committee (“AC”), the Nominating Committee (“NC”) and the Remuneration Committee (“RC”). Each Board Committee has its own terms of reference setting out their compositions, authorities and duties, written in line with the Code, to address their respective areas of focus. Matters which are delegated to the Board Committees are reported to and approved collectively by the Board. The names of the members of each Board Committee as at the date of this Annual Report are set out in the Corporate Information section of this Annual Report. The terms of reference and key activities of each Board Committee are disclosed under the relevant provisions of the Code below.
Provision 1.5
During the year, the Board and Board Committees had a total of six (6) formal meetings to review and approve various matters relating to business strategies, material transactions, governance matters, operating affairs and financial performance of the Company. Board meetings were scheduled to coincide with half-yearly reporting in order to facilitate the review of financial results announcements. Directors with multiple board representations would make efforts to accommodate the meeting schedules of the Company, or take steps to have their thoughts represented at the meetings in their absence. Where the attendance of certain Directors was not physically possible, meetings were conducted with these Directors communicating through audio-video conferencing. The Constitution of the Company provides that the Directors may meet by audio or audio-visual communication by which all persons participating in the meeting are able to hear and be heard by all other participants. In order to gather views and address major concerns without delay, where necessary, ad hoc Board discussions via electronic means were organised to deliberate material matters and transactions as appropriate, and resolutions of the Board were passed by way of circulating minutes pursuant to the Constitution of the Company.
The attendance of each member at Board and Board Committee meetings, expressed as a ratio of the total number of meetings held during the member’s period of appointment in the FY2025, is set out as follows:
| Name of Director Ng Soon Kai Khoo Chun Leng William Loh Yu Jun Tong Miin |
Board Meeting Attendance 2/2 2/2 2/2 2/2 |
AC Meeting Attendance 2/2* 2/2 2/2 2/2 |
NC Meeting Attendance 1/1* 1/1 1/1 1/1 |
RC Meeting Attendance |
|---|---|---|---|---|
| 1/1* 1/1 1/1 1/1 |
- Attendance by invitation.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
24
----- End of picture text -----
CORPORATE GOVERNANCE REPORT
Provision 1.6
Management routinely keeps the Board updated on the Company’s operational activities, project progress and development, and business prospects through the provision of timely monthly management accounts, half-yearly papers and ad hoc email correspondences. These reports and updates are supported with comprehensive background or explanatory information such as relevant disclosure documents, work plans, expenditure proposals, budgets and forecasts. In respect of budgets and cash flows, any material variances between the projections and actual results are highlighted and explained. Material announcements such as half year and full year financial statements and activity reports are submitted to the Board for review and approval before releasing to the public. The foregoing information enables the Board to make informed decisions and discharge their duties and responsibilities.
Provision 1.7
The Directors have separate and independent access to Management as and when they need to make further enquiries or require additional information. Management endeavours to meet their requirements in a timely manner so as to enable them to make informed decisions.
In addition, the Directors have direct and independent access to the Company Secretary, whose appointment and removal is a matter for the Board as a whole. The responsibilities of the Company Secretary include:
-
(a) attending all Board and Board Committee meetings and preparing minutes of these meetings;
-
(b) ensuring compliance with applicable laws and regulations;
-
(c) ensuring compliance with internal procedures and guidelines of the Company;
-
(d) maintaining and updating all statutory books and records;
-
(e) ensuring that good information flows within the Board and its Board Committees and between Management and non-executive Directors;
-
(f) advising the Board on all other corporate, administrative and governance matters; and
-
(g) facilitating orientation and assisting with professional development as required.
In the furtherance of their duties and responsibilities, the Directors may, individually or as a group, seek independent professional advice, if necessary, at the Company’s expense. Such requirements are to be put forth for general consensus before the Board approves the motion.
Principle 2 – Board Composition and Guidance
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.
Provision 2.1
The Company adopts the definition that an “independent” director is one who is independent in conduct, character and judgement, and has no relationship with the Company, its related corporations, its substantial shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the Director’s independent business judgement in the best interests of the Company. It further notes that Rules 210(5)(d)(i) and (ii) of the SGX-ST Listing Manual provide circumstances for which a Director will not be independent, including if he is employed by the Company or any of its related corporations for the current or any of the past three (3) financial years, or if he has an immediate family member who is employed or has been employed by the Company or any of its related corporations for the same period and whose remuneration is determined by the RC. It also notes that pursuant to Rule 210(5)(d)(iv) of the SGX-ST Listing Manual, a Director will not be independent if he has been a director of the Company for an aggregate period of more than nine (9) years (whether before or after listing) and such Director may continue to be considered independent until the conclusion of the next annual general meeting (“AGM”).
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
25
----- End of picture text -----
CORPORATE GOVERNANCE REPORT
The name of each independent Director as at the date of this Annual Report is set out in the Corporate Information section of this Annual Report. Collectively, the independent Directors have strong accounting and industry background, and the independence of each is reviewed annually by the NC based on, inter alia , the criteria set forth in the SGX-ST Listing Manual, the Code, individual Directors’ declarations and peer performance evaluations. The Board concurs with the NC’s recommendation that each of Dr Khoo Chun Leng William (“Dr Khoo”), Mr Loh Yu Jun (“Mr Loh”) and Ms Tong have no relationship which could interfere, or could be reasonably perceived to interfere, with the exercise of his/her independent business judgement with a view to the best interests of the Company. As at the date of this Annual Report, Mr Loh is the Lead Independent Director of the Company.
Provision 2.2
As at the date of this Annual Report, the Board comprises four (4) Directors. There are presently three (3) independent Directors on the Board, and the proportion of independent Directors forms at least one-third ([1] /3) of the Board of four (4) Directors as stipulated under Rule 210(5)(c) of the SGX-ST Listing Manual.
The Board is headed by the Executive Chairman, Mr Ng Soon Kai (“Mr Ng”), who is also a controlling shareholder of the Company. Currently, independent Directors make up a majority of the Board. The NC is of the view that there is a sufficiently strong independent element and diversity of thought and background in the composition of the Board and the present composition of the Board allows it to exercise objective judgement on corporate affairs independently in the best interests of the Company and that no individual or small group of individuals dominates the decisions of the Board.
Provision 2.3
As at the date of this Annual Report, the Board has one (1) executive Director, Mr Ng. Therefore, there being presently three (3) non-executive Directors, non-executive Directors make up a majority of the Board.
Provision 2.4
The Board is of the view that its current size is appropriate, taking into account the size, scope and nature of operations, the requirements of the business and the need to avoid undue disruptions from changes to the composition of the Board and Board Committees.
As required under Rule 710(A) of the SGX-ST Listing Manual, the Company had adopted a board diversity policy in 2022 which addresses gender, skills and experience, and any other relevant aspects of diversity of the Board (“Board Diversity Policy”). The Board recognises that a combination of skills, talents, experience and diversity of its Directors will enhance its exercise of objective judgement and better support its decision-making process. In determining its composition, the Board places primary emphasis on core competencies and optimal functionality given the Company’s size, nature of operations, industry, revenue and market capitalisation. It will endeavour to broaden its board diversity beyond skills, knowledge and experience to include other aspects such as age and gender.
The Board Diversity Policy provides that when reviewing the Board composition and considering a new Board member, the NC will give due regard for achieving an optimal balance of diversity that encompasses various skills, knowledge and experience, age, gender, ethnicity and other relevant factors. It will endeavour to include additional attributes when there is a need to bring in fresh perspectives and enhancements.
As the Board and NC are of the view that age and gender are important aspects of diversity, its targets set in March 2022 to achieve diversity on its Board are as follows:
-
(a) younger candidates be fielded for consideration when there is a need to identify a new Director for appointment to the Board;
-
(b) female candidates be fielded for consideration when there is a need to identify a new Director for appointment to the Board;
-
(c) succession planning be put into action in the near future; and
-
(d) there is appropriate female representation on the Board in the next three to five years.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
26
----- End of picture text -----
CORPORATE GOVERNANCE REPORT
The final decision on the selection of Directors will be made based on merit against objective criteria, in the context of the requisite attributes, independence, experience and expertise which the Board requires as a whole to be effective.
The composition and diversity of the Board is reviewed annually by the NC through skills matrix checklists. The NC will also review annually the Company’s progress towards achieving the targets and set further relevant qualitative and measurable quantitative objectives and timelines for achieving diversity on the Board where appropriate. It will report its findings and make its recommendations to the Board for consideration and approval on an annual basis.
The appointment of Ms Tong as an independent Director brings both fresh perspectives and an essential female voice to discussions at Board meetings during the year under review. Since Rule 210(5)(d)(iv) of the SGX-ST Listing Manual took effect in 2023, two independent Directors who served beyond the nine-year tenure limit have been replaced with younger Directors. Therefore, the Company has fulfilled all four targets in respect of its Board Diversity Policy since 2024. The Board and the NC will continue to monitor the tenure of the independent Directors as well as the average age of the Board members and make recommendations as and when the need arises.
The Board and its Board Committees currently comprise Directors who possess the requisite skills, knowledge and experience across various fields. As a group, the Board comprises Directors whom have served on the Board for different tenures, provides an appropriate balance and mix of skills, knowledge, gender and experience that encompass core competencies such as business management, strategic planning, risk management, mergers and acquisitions, capital markets, accounting, finance, taxation, law and related industries.
Provision 2.5
In addition to formal Board and Board Committee meetings, the Board and Management maintain active and effective communication through emails whereby Management provides the Board with regular corporate, financial and operational updates and the Board members engage in deliberation of important issues. This manner of electronic communication facilitates swift gathering of views or inputs and prompt address of major concerns. Through this means, the non-executive Directors and/or independent Directors communicate without the presence of Management so as to facilitate a more effective check on Management. The matters discussed include developing proposals on strategy, reviewing the performance of Management in meeting agreed goals and objectives, and monitoring the reporting of performance. Feedback from such discussions is provided to Management.
Principle 3 – Chairman and Chief Executive Officer
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.
Provision 3.1
As at the date of this Annual Report, the Company does not have a Chief Executive Officer (“CEO”). The requirement that the Chairman and the CEO are separate persons therefore did not apply to the Company during FY2025.
Provision 3.2
The Chairman, who is an executive Director, is responsible for the leadership and objective functioning of the Board, including its effectiveness on all aspects of its role and its progress towards promoting high standards of corporate governance. A culture of openness and debate is ensured at the Board by encouraging constructive relations within the Board and between the Board and Management. The Chairman is supported by the Company Secretary and Management who assist in the organisation of essential meeting agenda, timely dissemination of meeting materials and administration of meetings by ensuring adequate time for discussion of all agenda items especially strategic issues.
Provision 3.3
The Board has appointed a Lead Independent Director since 2012 to support the Chairman in his role of facilitating effective contributions of non-executive Directors and effective communication with shareholders. The current Lead Independent Director, Mr Loh, is available to shareholders where they have concerns and for which contact through the normal channels of communication with the Chairman or Management are inappropriate or inadequate. In addition, he takes the lead to conduct discussions (usually held during half-yearly meetings) among independent Directors, formally or informally, without the presence of the other executive and non-independent Directors, and any matters of significance arising from such discussions are conveyed to the Chairman.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
27
----- End of picture text -----
CORPORATE GOVERNANCE REPORT
Principle 4 – Board Membership
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.
Provision 4.1
The Board has established and delegated Board membership matters to the NC. Each meeting of the NC is properly minuted and upon confirmation of such minutes by the NC Chairman, a copy of the confirmed minutes is duly circulated to all members and tabled at Board meetings.
The NC has written terms of reference that clearly sets out its functions and duties as follows:
-
(a) To review the size and composition of the Board and Board Committees, taking into consideration the independent element, the need for progressive refreshing, the necessity of alternate directorship, core competencies, and balance and diversity of skills, experience, gender and knowledge, and to recommend any changes it considers necessary to the Board.
-
(b) To develop, implement and maintain a formal and transparent process for the search, selection, nomination, appointment and re-appointment of Directors (including alternate Directors) to the Board.
-
(c) To review all nominations for the appointment and re-appointment of members of the Board (including alternate Directors), taking into consideration the composition and progressive renewal of the Board and the attributes of each nominee, before making recommendations to the Board.
-
(d) To ensure that all Directors submit themselves for re-nomination and re-election at regular intervals and at least once every three (3) years or in accordance with the requirements of the Companies Act 1967 (the “Act”), the Constitution of the Company, the SGX-ST Listing Manual and the Code, as amended or modified from time to time.
-
(e) To determine annually, and as and when circumstances require, whether a Director is independent in character and judgement and whether there are relationships or circumstances which are likely to affect, or could appear to affect the Director’s judgement, bearing in mind the years of services, relationships or circumstances set forth in the SGX-ST Listing Manual and the Code and any other salient factors.
-
(f) To develop, implement and maintain a formal process for evaluation of the performance of the Board, Board Committees and Board members.
-
(g) To decide on how the Board’s performance may be evaluated and propose objective performance criteria for the Board’s approval.
-
(h) To decide on the maximum number of listed company board representations a Director may hold for the Board’s approval.
-
(i) To assess and report to the Board annually the effectiveness of the Board as a whole and the Board Committees and the contributions of each individual Director to the effectiveness of the Board.
-
(j) To review the results of the performance evaluation and recommend to the Board on whether to appoint new Directors or to seek resignation of Directors.
-
(k) To review the succession plans for Directors, in particular, the Chairman and the CEO of the Company.
-
(l) To review and make recommendations to the Board the training and professional development programme for the Board.
-
(m) To review the various disclosure requirements on the appointment and resignation of Directors, particularly those required by regulatory bodies such as the SGX-ST.
-
(n) To retain such professional consultancy firms as the NC may deem necessary to enable it to discharge its duties hereunder satisfactorily.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
28
----- End of picture text -----
CORPORATE GOVERNANCE REPORT
-
(o) To undertake such other duties and projects as may be requested by the Board, and to report to the Board its findings from time to time on matters arising and requiring the attention of the NC.
-
(p) To conduct periodic review of its own performance and, at least annually, review its constitution and terms of reference to ensure it is operating at optimal effectiveness and recommend any changes it considers necessary to the Board.
Provision 4.2
The NC comprises three (3) non-executive Directors, of which all members, including the NC Chairman, are independent Directors. The Lead Independent Director is also a member of the NC. The name of each NC member as at the date of this Annual Report is set out in the Corporate Information section of this Annual Report.
Provision 4.3
After the end of the financial year, the NC assessed the performance of each Director, each Board Committee and the Board as a whole and made the requisite recommendations to the Board on the re-nomination and re-election of Directors in accordance with the Constitution of the Company, the SGX-ST Listing Manual and as contemplated by the Code. When considering the nomination of Directors for re-election or re-appointment, the NC took into account their competencies, commitment, contribution and performance (for example, attendance, preparedness, participation and candour) as well as their overall contributions to the effectiveness of the Board. The NC is satisfied with the overall results of the performance evaluation and the composition of the Board, and will not be proposing new members to be appointed to the Board at the upcoming AGM. The Board has considered and endorsed the recommendations of the NC.
If there is a need for a new Director to be appointed, the NC has in place an internal process to facilitate the search, selection and nomination of a suitable Director. The NC members would first evaluate the range of skills, experience and expertise of the Board and identify the necessary competencies required from the incoming Director that would best increase Board effectiveness, and then search externally through the usual channels of professional contacts and personal networks for suitable candidates who are highly regarded in the relevant industry. In addition, the NC will have regard to the Board Diversity Policy as described under Provision 2.4. When considering the new Board member, the NC would review the curriculum vitae of each potential candidate and consider his/her experience and expertise and likely contribution to the Board. Subsequently, interviews would be conducted before the NC makes its recommendation to the Board. The Board shall make the final determination for the appointment.
During the year under review, Mr Tjia Marcel Han Liong retired at the AGM held on 30 May 2025. The Board and the NC are of the view that there is no need for the vacancy to be filled given the current size of the Company and its scope of operations. When the Company’s range of activities expands to a greater extent, the Board will then consider appointing an executive Director as appropriate.
The Constitution of the Company calls for one-third ([1] /3) of the Directors other than the CEO (or if their number is not a multiple of three (3), then the number nearest to one-third ([1] /3)) to retire from office by rotation at AGMs. Furthermore, under the Constitution of the Company, any Director appointed from time to time and at any time, either to fill a casual vacancy or as an additional Director, shall hold office only until the next AGM of the Company, but shall be eligible for re-election at that meeting. Additionally, Rule 720(5) of the SGX-ST Listing Manual requires all Directors, including executive Directors, to submit themselves for re-nomination and re-appointment at least once every three (3) years.
At the upcoming AGM, Mr Loh is due for re-election pursuant to Regulation 100 of the Constitution of the Company. The NC has recommended that Mr Loh, being eligible, be nominated for re-election at the AGM and the Board has accepted its recommendation. Mr Loh will, upon re-election as a Director, remain the Lead Independent Director, the Chairman of the AC and a member of the NC and RC. Mr Loh has consented to continue in office and will be submitting himself for re-election at the AGM.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
29
----- End of picture text -----
CORPORATE GOVERNANCE REPORT
The key information pursuant to Appendix 7.4.1 of the SGX-ST Listing Manual relating to Mr Loh is set out as follows:
| Name of Director | Loh Yu Jun | |
|---|---|---|
| Date of appointment | 28 August 2023 | |
| Date of last re-appointment | 29 April 2024 | |
| Age | 46 | |
| Country of principal residence | Singapore | |
| The Board’s comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process). |
The Board approved Mr Loh’s reappointment after having considered the recommendation of the NC which reviewed his expertise and experience as well as the Company’s board diversity targets. |
|
| Whether appointment is executive, and if so, the area of responsibility |
Non-Executive | |
| Job title (upon re-election at the AGM) | Lead Independent Director, AC Chairman, NC Member and RC Member |
|
| Professional qualifications | Double Degrees in Accountancy and Business Management, Singapore Management University Master of Taxation, Singapore University of Social Sciences Accredited Tax Advisor, Singapore Chartered Tax Professionals |
|
| Working experience and occupation(s) during the past 10 years |
2015 to Present: Director, SYNOTax Pte Ltd | |
| Shareholding interest in the Company and its subsidiaries |
Share Options : Option to subscribe for 5,000,000 ordinary shares in the Company Shares : Nil |
|
| Any relationship (including immediate family relationships) with any existing Director, executive officer, the Company and/or substantial shareholder of the Company or of any of its principal subsidiaries |
Nil | |
| Conflict of interest (including any competing business) |
Nil | |
| Undertaking (in the format set out in Appendix 7.7) under Rule 720(1) has been submitted to the Company |
Yes | |
| Other principal commitments including Directorships (all commitments which involve significant time commitment such as full-time occupation, consultancy work, committee work, non-listed company board representations and directorships and involvement in non-profit organisations) |
a. Past (for the last 5 years): | |
| Nil | ||
| b. Present: | ||
| Director, SYNOTax Pte. Ltd. Suga & Associates Asia Pte Ltd Apicem Pte Ltd Parker Russell Tax Services Pte Ltd Vanilla Technology Pte Ltd Apicem Services Sdn Bhd |
||
| General statutory disclosures (items (a) to (k) of Appendix 7.4.1) |
No information to be disclosed | |
| Any prior experience as a director of a company listed on the SGX-ST (applicable to appointment of Director only) |
Not Applicable |
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
30
----- End of picture text -----
CORPORATE GOVERNANCE REPORT
Provision 4.4
During the annual review, the NC also reviewed and determined, based on the circumstances set forth in the SGX-ST Listing Manual, the Code and the accompanying practice guidance and individual Directors’ declarations, the independent status of existing and new independent Directors (as disclosed under Provision 2.1).
Provision 4.5
The duties and commitment requirements of being director of a listed company are conveyed to new Directors in their formal letter of appointment. To ensure that Directors are able to meet the demands of the responsibilities and discharge their duties adequately besides their principal commitments and other directorships, the NC has adopted guidelines pursuant to which each Director should not have in aggregate more than five (5) listed company Board representations. During the annual review, none of the Directors exceeded the limit on listed company Board representations or had an issue of competing time commitments that are faced when Directors serve on multiple boards. The NC was also satisfied with each of their abilities to diligently discharge their duties as Directors.
The profiles and key information of each Director as at the date of this Annual Report are set out in the Board of Directors section of this Annual Report.
Principle 5 – Board Performance
The Board undertakes a formal annual assessment of its effectiveness as a whole, and that of each of its board committees and individual directors.
Provision 5.1
The NC has established an appraisal process to assess the performance and effectiveness of the Board as a whole and of its Board Committees, and the contribution of the Chairman and each individual Director to the Board. The range of performance criteria used for the evaluation is proposed by the NC and approved by the Board, and does not change from year to year unless circumstances deem it necessary for any of the criteria to be changed. If and where circumstances deem it necessary to change any of the criteria, the NC will provide the underlying rationale for the Board to justify the decision.
The assessment parameters for the effectiveness of the Board as a whole include its size and composition, practices and conduct, processes and accountability, communication and rapport with Management, and risk management and internal controls. The assessment parameters for the performance of individual Directors, which aim to assess whether each Director is willing and able to contribute effectively to the Board and demonstrate commitment to the role(s) on the Board and/or Board Committee(s), include attendance at meetings, participation in discussions, contributions to the Board and/or Board Committees, interactive and interpersonal skills, core competency knowledge and foresight, and preparedness for meetings.
Provision 5.2
After the end of the financial year, all Directors are requested to complete a Board performance evaluation questionnaire to seek their view on the various aspects of the Board’s performance so as to assess the overall effectiveness of the Board, and an appraisal form to evaluate each individual Director’s contributions to the Board and the Board Committees. Directors who are members of the respective Board Committees are also requested to complete appraisal forms for the respective Board Committees to assess the overall effectiveness of each Board Committee. The responses are collated and compiled by the Company Secretary who then presents the results to the NC on a non-attribution basis so as to encourage open and frank discussions and feedback. Following the review by NC, the results are submitted to the Board together with the NC’s recommendations for deliberation and decision. In view of the current size and scope of the Board, the NC does not propose the use of external facilitators in the performance assessment.
During the annual review, the Chairman, together with the Board, having reviewed the feedback from the NC, is of the view that the Board as a whole is of an appropriate constitution with the competency of meeting its performance objectives effectively and the individual Directors are of professional integrity with the ability to fulfil their obligations satisfactorily.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
31
----- End of picture text -----
CORPORATE GOVERNANCE REPORT
REMUNERATION MATTERS
Principle 6 – Procedures for Developing Remuneration Policies
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.
Provision 6.1
The RC has been delegated by the Board to be in charge of remuneration matters of both the Board and key management personnel (“KMP”). Each meeting of the RC is properly minuted and upon confirmation of such minutes by the Chairman, a copy of the confirmed minutes is duly circulated to all members and tabled at Board meetings.
The RC has written terms of reference that clearly sets out its duties and functions as follows:
-
(a) To develop, implement and maintain a formal and transparent policy for the determination of each Director’s and KMP’s specific remuneration package, including but not limited to Directors’ fees, salaries, allowances, bonuses, options, share-based incentives and awards, and benefits-in-kind.
-
(b) To review and recommend to the Board a general framework of remuneration for the Board and Management, and the specific remuneration packages for each Director and KMP.
-
(c) To structure and propose appropriate performance conditions aimed at rewarding achievements but not poor performance, to be linked to the remuneration of executive Directors and KMP for the Board’s approval.
-
(d) To review the Company’s obligations arising in the event of termination of contracts of services of executive Directors and KMP, to ensure that such contracts of service contain fair and reasonable termination clauses which are not overly generous.
-
(e) To assess and report to the Board annually the performance of executive Directors and KMP and whether their performance conditions are met.
-
(f) To ensure that the remuneration of non-executive Directors is appropriate to the level of contribution, taking into account factors such as effort and time spent, and responsibilities undertaken, but not excessive to the extent that their independence may be compromised.
-
(g) To administer the share-based incentive scheme(s) of the Company as amended or modified from time to time and to report to the Board annually the important terms of the scheme(s).
-
(h) To make remuneration recommendations in consultation with the CEO and submit its recommendations for endorsement by the entire Board.
-
(i) To review the various disclosure requirements on the remuneration of Directors and KMP, particularly those required by regulatory bodies such as the SGX-ST, and to ensure that there is adequate disclosure in the financial statements.
-
(j) To retain such professional consultancy firm as the RC may deem necessary to enable it to discharge its duties hereunder satisfactorily.
-
(k) To undertake such other duties as may be requested by the Board, and to report to the Board its findings from time to time on matters arising and requiring the attention of the RC.
-
(l) To conduct periodic review of its own performance and, at least annually, review its constitution and terms of reference to ensure it is operating at optimal effectiveness and recommend any changes it considers necessary to the Board.
Provision 6.2
The RC comprises three (3) non-executive Directors, all of whom, including the RC Chairwoman, are independent Directors. The name of each RC member as at the date of this Annual Report is set out in the Corporate Information section of this Annual Report.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
32
----- End of picture text -----
CORPORATE GOVERNANCE REPORT
Provision 6.3
After the end of the financial year, the RC reviewed and made the requisite recommendations regarding the general remuneration framework for the Board and the specific remuneration packages of KMP before submitting them for endorsement by the entire Board. The RC’s recommendations covered all aspects of remuneration, including but not limited to Director’s fees, salaries, allowances, bonuses, options, share-based incentives and awards, and benefitsin-kind, to ensure they are fair. No Director was involved in deciding his own remuneration other than the framework of remuneration for the Board as a whole. Taking into consideration the performance of the Directors and the present business conditions, the RC is not proposing any changes to the existing framework. The Board has accepted the recommendation of the RC and the non-executive Directors’ remuneration for FY2025 will be put to shareholders for approval at the upcoming AGM.
During the financial year, the RC reviewed the remuneration terms for the appointment of Mr Donal Marta as Country Manager, Myanmar under a subsidiary. The RC had reviewed the Company’s obligations arising in the event of termination of their services to ensure that the contracts of service contain fair and reasonable termination clauses which are not overly generous.
Provision 6.4
As no changes are being proposed to be made to the existing framework of remuneration for the Board and KMP, the RC is of the view that it is not necessary to seek expert advice from remuneration consultants on the remuneration framework in respect of FY2025. The Board has considered and endorsed the recommendation of the RC. Moving forward, the RC intends to seek expert advice from a remuneration consultant. The remuneration consultant, when engaged, shall assist the RC in reviewing and ensuring that the remuneration of the Directors and certain KMP align with comparable benchmarks having due regard to prevailing market practices and conditions as well as the financial, commercial health and business needs of the Group.
Principle 7 – Level and Mix of Remuneration
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.
Provision 7.1
In setting the remuneration packages of the executive Directors and KMP, the RC takes into consideration the remuneration and employment conditions within the same industry and of comparable companies, and the size and scope of operations of the Company. Each package is tailored to the specific role and comprises an appropriate combination of base salary, allowance, benefits and performance bonus. A significant and appropriate portion of the executive Directors’ and KMP’s remuneration is structured so as to link rewards to corporate and individual performance. Such performance-related remuneration takes into account the financial and operational performance, management execution and expansion growth of the Company, and is aligned with the interests of shareholders and other stakeholders so as to promote the long-term success of the Company.
The Company has in place a share option plan which serves to align the remuneration of, inter alia , the executive Directors and KMP with the interests of shareholders and to promote long-term success of the Company. The 10-year plan, known as the Interra Share Option Plan 2017 (“ISOP 2017”), was approved by shareholders at the extraordinary general meeting held on 28 April 2017. The long-term incentive scheme, which is designed to primarily reward contributions and retain talents, takes into consideration the costs and benefits of the incentives to be granted. Options granted from time to time under the scheme are to meet the vesting period requirements under the SGX-ST Listing Manual before they can be exercised. The executive Directors and KMP are encouraged to hold their Shares for the longer term that is beyond the vesting period where possible, subject to the need to finance any cost of acquiring the Shares and associated tax liability.
Provision 7.2
The RC has in place a remuneration scheme for non-executive Directors, which takes into account individual level of contribution and factors such as effort and time spent, and responsibilities based on the role undertaken on the Board and/or Board Committees and the number of Board Committees served on. The scheme does not change from year to year unless circumstances deem it necessary to be changed. To better align the interests of non-executive
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
33
----- End of picture text -----
CORPORATE GOVERNANCE REPORT
Directors with the interests of shareholders, share options or other share-based instruments are awarded from time to time, if necessary, under shareholders’ approval. The RC is mindful that non-executive Directors should not be over-compensated to the extent that their independence may be compromised.
Provision 7.3
The remuneration packages of the executive Director and KMP are reviewed annually by the RC to ensure that the level of compensation remains optimal for attracting, retaining and motivating capable and talented people to successfully manage the Company for the long term. While the use of contractual provisions to reclaim incentive components of remuneration from executive directors and KMP in exceptional circumstances of misstatement of financial results, or misconduct resulting in financial loss to the Company is not a common industry practice for small companies, the RC aims to be fair and avoid rewarding poor performance when setting the remuneration packages of the executive Director and KMP.
Principle 8 – Disclosure on Remuneration
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.
Provision 8.1
The Company endeavours to provide adequate disclosure of the remuneration of its Directors, and KMP for the purpose of enhancing transparency between the Company and shareholders.
The total remuneration of Directors in respect of FY2025 amounted to S$1,071,416 (FY2024: S$1,316,229), of which Directors’ fees amounting to S$142,000 (FY2024: S$142,157) are subject to shareholders’ approval at the upcoming AGM. The amounts and breakdown for each individual Director are disclosed as follows:
| Name of Director Non-Executive Directors Loh Yu Jun Khoo Chun Leng William Tong Miin Executive Director Ng Soon Kai Tjia Marcel Han Liong1 |
Directors’ Fees (S$) 46,000 43,000 43,000 10,000 – |
Base/Fixed Salary (S$) – – – 641,985 109,862 |
Variable or Performance- related Bonuses (S$) – – – 79,500 – |
Share-based Incentives and Awards (S$) 16,640 16,640 16,640 15,461 16,640 |
Benefits-in-kind, Allowances and Other Incentives (S$) |
|---|---|---|---|---|---|
| – – – 7,426 8,622 |
The Company had five (5) KMP in FY2025. Their total remuneration in respect of FY2025 amounted to S$604,486 (FY2024: S$738,225), and is summarised as follows:
| Name of KMP Below S$250,000 Lim Poh Chen Sugi Handoko Han Liqiang2 Donal Marta3 Gunawan Saputro4 |
Base/Fixed Salary 100% 86% 79% 82% 100% |
Variable or Performance- related Bonuses – 11% 21% 18% – |
Share-based Incentives and Awards – – – – – |
Benefits-in-kind, Allowances and Other Incentives |
|---|---|---|---|---|
| – 4% – – – |
1 Mr Tjia Marcel Han Liong retired as Executive Director on 30 May 2025.
2 Mr Han Liqiang resigned as Country Head, Myanmar on 25 January 2025.
3 Mr Donal Marta was appointed as Country Head, Myanmar on 25 January 2025.
4 Mr Gunanwan Saputro retired as Country Head, Indonesia on 30 November 2025.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
34
----- End of picture text -----
CORPORATE GOVERNANCE REPORT
The remuneration of KMP generally comprises base salary and a variable component which encompasses cash bonuses, long-term incentives and share-based awards. The variable portion is mainly performance-related and depends largely on corporate and individual performance indicators determined and reviewed annually by the RC. When assessing the performance of KMP, the RC considers various long-term and shorter-term metrics relevant to the specific functions and objectives of individual KMP.
No termination, retirement and post-employment benefits have been granted to the Directors or KMP.
Provision 8.2
There were no employees who are substantial shareholders of the Company, or are immediate family members of a Director, the CEO or a substantial shareholder of the Company, and whose remuneration exceeds S$100,000 during FY2025.
Provision 8.3
No options were granted under the ISOP 2017 during FY2025. All information on the remuneration, payment and benefits in respect of Directors and KMP are reported under the Directors’ Statement and Note 36(b) of the Notes to the Financial Statements of this Annual Report.
ACCOUNTABILITY AND AUDIT
Principle 9 – Risk Management and Internal Controls
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.
Provision 9.1
In furtherance of its continuing efforts to safeguard shareholders’ interests and the Company’s assets, the Board has tasked the AC with the responsibility of overseeing the risk management framework and risk policies of the Company and this includes determining the Company’s levels of risk tolerance and overseeing Management in the design, implementation and monitoring of the risk management and internal control systems. The Board has also engaged Crowe Horwath First Trust Advisory Pte Ltd (“Crowe”), a reputable professional firm specialising in audit and risk solutions, for the provision of enterprise risk management (“ERM”) services. Crowe’s role is limited to facilitating Management in the identification, assessment and updating of key risk profiles in respect of the Company’s business and operations. Management remains responsible for the design, implementation and monitoring of the Company’s risk management framework and internal controls.
The scope of the ERM services is to facilitate Management in the identification, assessment and updating of key risk profiles in respect of the Company’s business and operations. During the annual review, key risk profiles are compiled with the facilitation of Crowe based on the risk management methodology adopted by the Company, which is aligned with an internationally recognised standard. The findings, which cover areas in strategic, financial, operational, compliance, information technology and climate-related changes, are then presented to the AC for its deliberation and recommendation to the Board. In assessing these results, the AC aims to strike a balance between pursuing strategic objectives and focusing on the consensual levels of risk appetite and risk tolerance. Besides the ERM report, the AC is provided with findings and recommendations from the internal auditor, who performs an annual review of the internal control systems, and the external auditor, who conducts an annual compliance check on the accounting records and the financial statements prepared by Management. This three-dimensional approach facilitates the AC in assessing the adequacy and effectiveness of the Company’s risk management framework and internal control systems.
During FY2025, Management, with the facilitation of Crowe, reviewed the potential key risks and related controls identified by the Company and assessed the likelihood of occurrence and impact to the Company across six (6) areas, namely strategic, financial, operational, compliance, information technology and climate-related changes. From the findings, there are no significant weaknesses that require urgent attention. The main risk exposure of the Company remains the volatility of crude oil prices, which requires monitoring and is beyond its control. The steps taken by the Company to mitigate the inherent risk include optimising production levels, maintaining a lean cost structure and deferring non-critical capital expenditure. These results were presented to the AC for assessment and reporting to the Board, with Crowe acting in its facilitation role.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
35
----- End of picture text -----
CORPORATE GOVERNANCE REPORT
With regard to the Company’s inherent risk of violating international sanctions, which arises from the nature of its operations and exists since the commencement of Company’s operations in 2003, Management, with the facilitation of Crowe, assessed the likelihood of occurrence to be unlikely and impact to be insignificant, taking into account the mitigating controls implemented following the formalisation of the sanctions compliance framework during the year under review. In its capacity as the Company’s internal auditor, Crowe included sanctions-related risks in the scope of the internal audit for FY2025 to enhance oversight and assurance, thereby supporting the AC’s review and confirmation of the adequacy and effectiveness of the control measures implemented with respect to sanctionsrelated risks.
Under the formalised sanctions compliance framework implemented during FY2025, the Company had strengthened the controls for sanctions-related risks by, inter alia , conducting monthly screening review, transaction screening and monitoring of the scope of applicable sanctions laws and regulations, as well as monthly review and screening of suppliers or counterparties with whom the Group has dealings. In the course of its internal audit review of the control measures pertaining to sanctions-related risks, Crowe recommended that, among other things, the process for third-party screening be enhanced further by obtaining ultimate beneficial owner information from third parties. The Company has accepted the recommendations of the internal auditor and proceeded with the implementation in February 2026.
The Board and the AC are mindful that they are both responsible for (a) monitoring the Company’s risk of becoming subject to, or violating, any sanctions law; and (b) ensuring timely and accurate disclosures to the SGX-ST and other relevant authorities. Based on the results of the internal audit review and given there are no updates to the scope of applicable sanctions laws and regulations during the year under review, the Board and the AC are of the view that the sanctions-related information provided to shareholders and the SGX-ST remains valid.
The Board is of the opinion, with the concurrence of the AC, that based on the ERM evaluation, the review performed by the internal auditor and statutory audit performed by the external auditor,
-
(a) there have been no material changes in the overall risk exposure of the Company, including its risk of being subject to any sanctions-related law or regulation; and
-
(b) the Company maintains a sound system of risk management and internal controls in the areas of financial, operational, compliance (including sanctions-related risks), information technology and climate-related changes, and is assured of its adequacy and effectiveness in safeguarding the shareholders’ interests and the Company’s assets.
The Board however notes that no system of internal controls can provide absolute assurance against failure to meet business objectives, poor business judgement, human fallibility, material errors or losses, frauds, breaches of laws or regulations, or other unforeseeable occurrences.
Provision 9.2
The Board has received, together with the AC’s recommendation, a letter of assurance from the Executive Chairman and the Chief Financial Officer (“CFO”) with respect to FY2025 confirming that:
-
(a) the financial statements of the Company have been prepared in accordance with the provisions of the Act, Singapore Financial Reporting Standards (International) and International Financial Reporting Standards so as to give a true and fair view of the state of business and financial affairs of the Company and of the Group;
-
(b) the accounting and other financial records required by the Act to be kept by the Company have been maintained in accordance with the provisions of the Act; and
-
(c) the Company and the Group have put in place and will continue to maintain an effective and reliable system of risk management and internal controls.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
36
----- End of picture text -----
CORPORATE GOVERNANCE REPORT
Principle 10 – Audit Committee
The Board has an Audit Committee (“ AC ”) which discharges its duties objectively.
Provision 10.1
The AC has been delegated by the Board to oversee matters pertaining to financial reporting, internal and external audit, and risk governance. It has explicit authority to investigate any matter within its terms of reference, full access to and co-operation by Management and full discretion to invite any Director or executive officer to attend its meetings, and reasonable resources to enable it to discharge its functions. Each meeting of the AC is properly minuted and upon confirmation of such minutes by the Chairman, a copy of the confirmed minutes is duly circulated to all members and tabled at Board meetings.
The AC has written terms of reference, which have been updated on 29 April 2025, that clearly sets out its duties and functions as follows:
-
(a) To review the significant financial reporting issues and judgements so as to ensure the integrity of the financial statements of the Company and any announcements relating to the Company’s financial performance.
-
(b) To review the annual consolidated financial statements and the external auditors’ report on those financial statements, and discuss any significant adjustments, major risks areas, changes in accounting policies, compliance with Singapore Financial Reporting Standards (International), concerns and issues arising from their audits including any matters which the auditors may wish to discuss in the absence of Management, where necessary, before submission to the Board for approval.
-
(c) To review the periodic consolidated financial statements and such other financial information required under the SGX-ST Listing Manual, before submission to the Board for approval.
-
(d) To review the various disclosure requirements for the financial reporting, particularly those required by regulatory bodies such as the SGX-ST and ensure that there is adequate disclosure in the financial statements.
-
(e) To approve the hiring, removal, evaluation and compensation of the head of the internal audit function, or the accounting/auditing firm or corporation to which the internal audit function is outsourced and ensure that the internal auditor has unfettered access to all the Company’s documents, records, properties and personnel, including access to the AC.
-
(f) To ensure that the internal audit function is adequately resourced, independent of the activities it audits, has appropriate standing within the Company and is staffed with persons with the relevant qualifications and experience.
-
(g) To review with the internal auditors, their audit plan, scope of internal control procedures and results of the audit.
-
(h) To review the adequacy and effectiveness of the internal audit function at least once a year.
-
(i) To meet with the internal auditors without the presence of Management at least once a year and to review the assistance given by the Company’s officers, including Management, to the internal auditors.
-
(j) To review and report to the Board at least annually the adequacy and effectiveness of the Company’s risk management and internal controls systems, including financial, operational, compliance (including sanctionsrelated risks) and information technology controls.
-
(k) To review with the external auditors, their audit plan, evaluation of the system of internal accounting controls and their audit report.
-
(l) To review the scope and results of the external audit and appraise the effectiveness of the audit efforts of the external auditors.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
37
----- End of picture text -----
CORPORATE GOVERNANCE REPORT
-
(m) To review the independence and objectivity of the external auditors annually and to report the aggregate amount of fees paid to the external auditors, broken down into audit and non-audit services.
-
(n) To meet with the external auditors without the presence of Management at least once a year and to review the assistance given by the Company’s officers, including Management, to the external auditors.
-
(o) To serve as a channel of communication between the Board and the external auditors on matters relating to and arising out of the external audit.
-
(p) To make recommendations to the Board on the proposals to the shareholders on the appointment, re-appointment and removal of the external auditors, and approving the remuneration and terms of engagement of the external auditors.
-
(q) To review the policy and arrangements by which staff of the Company and any other persons may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters.
-
(r) To review and discuss with the external and internal auditors and report to the Board, when appropriate, any suspected fraud or irregularity, or suspected infringement of any laws or regulations or rules of the SGX-ST Listing Manual or any other regulatory authority, which has or is likely to have a material impact on the Company’s operating results or financial position and Management’s response.
-
(s) To commission and review the findings of internal or external investigations into matters where there is any suspected fraud or irregularity, or failure of internal controls or infringement of any law, rule or regulation or where it will be in the best interest of the Company.
-
(t) To determine and recommend to the Board for its approval, the nature and extent of significant risks in achieving the Board’s strategic objectives.
-
(u) In relation to risk assessment, (i) to keep under review the Company’s overall risk assessment processes that form the Board’s decision making; (ii) to review regularly and approve the parameters used in these measures and the methodology adopted; and (iii) to set a process for the accurate and timely monitoring of large exposures and certain risk types of critical importance.
-
(v) To advise the Board on proposed strategic transactions, focusing in particular on risk aspects and implications for the risk tolerance of the Company, and taking independent external advice where appropriate and available.
-
(w) To review the assurance from an executive Director or the CEO and CFO to ensure that the financial records have been properly maintained and the financial statements give a true and accurate view of the Company’s operations and finances.
-
(x) To monitor the independence of risk management functions throughout the organisation.
-
(y) In relation to sanctions-related law or regulation:
-
(i) to monitor the Company’s risk of becoming subject to, or violating, any sanctions-related law or regulation, including assessing whether there is a need to obtain independent legal advice or appoint a compliance adviser in relation to the sanctions-related risks applicable to the Company, and continuously monitor the validity of the information provided to shareholders and the SGX-ST; and
-
(ii) to ensure timely and accurate disclosures to the SGX-ST and other relevant authorities.
-
(z) To review any interested person transactions subject to the provisions of the Act or falling within the scope of the SGX-ST Listing Manual as may be amended or modified from time to time and such other rules and regulations of the SGX-ST that may be applicable in relation to such matters from time to time.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
38
----- End of picture text -----
CORPORATE GOVERNANCE REPORT
-
(aa) To review any potential conflicts of interest.
-
(bb) To take such measures to keep abreast of changes to accounting standards and issues which may have direct impact on financial statements.
-
(cc) To undertake generally such other functions and duties as may be required by law, the Act, the SGX-ST Listing Manual or the Securities and Futures Act 2001 and by such amendments made thereto from time to time.
-
(dd) To ensure the Company complies with requirements under the Act and the SGX-ST Listing Manual and any undertakings given by the Company to the SGX-ST.
-
(ee) To undertake such other reviews and projects as may be requested by the Board, and to report to the Board its findings from time to time on matters arising and requiring the attention of the AC.
-
(ff) To retain such professional consultancy firm as the AC may deem necessary to enable it to discharge its duties hereunder satisfactorily.
-
(gg) To conduct periodic review of its own performance and, at least annually, review its constitution and terms of reference to ensure it is operating at optimal effectiveness and recommend any changes it considers necessary to the Board.
The AC has in place a whistle blowing policy which provides a platform for employees of the Group to report any fraud, abuse or violation of business ethics and regulations to the AC Chairman directly, and puts in place arrangements for independent investigation by the internal audit function (which is outsourced as described under Provision 10.4) of such concerns and appropriate follow-up actions. Employees may report any violations in writing to the AC Chairman in confidence. An employee who makes an allegation in good faith will be treated fairly and justly, and harassment or victimisation of an employee who has lodged a report will not be tolerated. The violations that can be reported on under the policy include both accounting and non-accounting related matters. The AC is responsible for the regular review, oversight and monitoring of the whistle-blowing policy and procedure. During the year under review, no whistle-blowing concerns were raised through the AC Chairman.
Provision 10.2
The AC comprises three (3) non-executive Directors, all of whom, including the Chairman, are independent Directors. The name of each AC member as at the date of this Annual Report is set out in the Corporate Information section of this Annual Report.
The Board considers that the AC Chairman, who is an Accredited Tax Advisor with the Singapore Chartered Tax Professionals and has extensive tax experience and relevant accounting knowledge, is well qualified to chair the AC. The other two members of the AC have many years of experience in their respective domains of (a) the medical and scientific fields and (b) the legal field. The Board is of the view that the present number and expertise of AC members is appropriate for the current size and scope of the Company’s operations. At least two (2) of the AC members (including the AC Chairman), whose professions or principal commitments require them to keep abreast of changes to accounting standards and regulatory developments through training courses, conferences or seminars, have sufficient accounting or related financial management expertise and experience to discharge their responsibilities as set out in the terms of reference. Furthermore, changes to the various accounting standards are monitored closely by Management. Where these changes have an important bearing on the Company’s disclosure obligations, the Directors as well as the AC members are kept informed of such changes through circulation which are also tabled at Board meetings.
Provision 10.3
None of the AC members are former partners or directors of the Company’s existing auditing firm or auditing corporation: (a) within a period of two (2) years commencing on the date of their ceasing to be a partner of the auditing firm or director of the auditing corporation; and in any case, (b) for as long as they have any financial interest in the auditing firm or auditing corporation.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
39
----- End of picture text -----
CORPORATE GOVERNANCE REPORT
Provision 10.4
The internal audit function of the Company is outsourced to Crowe, who aligns their services to the standards set by the relevant professional bodies in Singapore, including the Standards for the Professional Practice of Internal Auditing set by The Institute of Internal Auditors. The internal auditor has unfettered access to all the Company’s documents, records and personnel, including the AC. Being directly involved in establishing and executing the strategy, objectives and directions of the internal audit function, it also has appropriate standing in the Company. The AC reviews and approves the engagement, evaluation and remuneration of the internal auditor, who reports functionally to the AC Chairman and administratively to Management.
During FY2025, the internal auditor continued to review the sustainability reporting process of the Company as part of its internal audit plan pursuant to Rule 711B(3) of the SGX-ST Listing Manual. This function is built upon the Company’s existing corporate governance and supported by its risk management framework and internal control systems. The Board, which has ultimate responsibility for the Company’s sustainability reporting, continued to emphasize on the climate-related disclosures taking reference from the recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”), which underpin the International Financial Reporting Standard (IFRS) S2 Climate-related Disclosures standard. The Company has in place a sustainability reporting policy that sets out its approach to sustainability reporting so as to provide meaningful disclosures of the sustainability aspects, namely the environmental, social and governance factors, that are material to the Company. As part of its phased approach, the Company had aligned its climate-related disclosures with the recommendations of the TCFD since FY2023, and is currently progressing towards alignment with the IFRS Sustainability Disclosure Standards, including IFRS S2 Climaterelated Disclosures. Accordingly, the Company’s sustainability reporting complies with the climate-related disclosure requirements under Rule 711B(4) of the SGX-ST Listing Manual.
Provision 10.5
In respect of FY2025, the AC met with the internal auditor on two (2) occasions, of which a separate session was held without the presence of Management. The agenda of these sessions included, inter alia , review of internal controls maintained by the Company, scope, findings and recommendations of audit, and objectivity and independence of the internal auditor. The AC also reviewed the adequacy and effectiveness of the internal audit function and was satisfied with the qualifications and experience of, and the work performed and resources provided by Crowe. It has reported to the Board that the internal audit function of the Company is adequately resourced and independent of the activities it audits.
The Company has engaged the same Singapore-based external auditor, CLA Global TS Public Accounting Corporation (“CLA Global TS”), to audit its financial statements and that of all its Singapore-incorporated subsidiaries. The Company does not have any Singapore-incorporated significant associated companies. CLA Global TS is a reputable accounting firm registered with and regulated by the Accounting and Corporate Regulatory Authority. In addition, both the firm and the director-in-charge have relevant experiences, professional capabilities and collective expertise in the oil and gas industry. The name and date of appointment of the director-in-charge, whose engagement does not exceed five (5) consecutive years, are set out in the Corporate Information section of this Annual Report. The financial statements of the Company’s significant foreign-incorporated components are reviewed by CLA Global TS for management and consolidation purpose and suitable reputable accounting firms for statutory purpose. Therefore, the Company has complied with Rules 712, 713 and 715 of the SGX-ST Listing Manual for FY2025, and Rule 716 is not applicable.
In respect of FY2025, the AC met with the external auditor on two (2) occasions and had a separate session without the presence of Management. Apart from review of financial statements, agenda of these meetings included, inter alia , discussion of significant accounting issues and judgements, changes in accounting policies and internal control procedures that are relevant in the preparation of financial statements, scope and findings of audit, cooperation extended by Management, and objectivity and independence of the external auditor.
The report of CLA Global TS as the external auditor of the Company is set out in the Independent Auditor’s Report section of this Annual Report. The fees paid or payable by the Group to CLA Global TS for its audit services with respect to FY2025 amounted to US$131,757 (FY2024: US$117,102). There were no non-audit services provided by CLA Global TS to the Group for FY2025. Should there be any non-audit services provided by CLA Global TS to the Group, the AC will undertake a review of the services and ensure that such services would not, in the AC’s opinion, affect the independence of CLA Global TS. After considering the experience of and the resources provided by CLA Global TS and the director-in-charge, the quality of works performed under regulatory guidelines, and the remuneration and terms of engagement, the AC has recommended to the Board the re-appointment of CLA Global TS as external auditor for the Company’s audit obligations in the ensuing year. The Board has accepted the recommendation of the AC and the re-appointment will be put to shareholders for approval at the upcoming AGM.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
40
----- End of picture text -----
CORPORATE GOVERNANCE REPORT
SHAREHOLDER RIGHTS AND ENGAGEMENT
Principle 11 – Shareholder Rights and Conduct of General Meetings
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.
Provision 11.1
Pursuant to Practice Note 7.5 of the Listing Rules, as read with Rule 730A of the SGX-ST Listing Manual on the conduct of general meetings by issuers on and after 1 July 2023, listed companies are required to hold all their general meetings either at a physical place in Singapore, or at a physical place in Singapore and using virtual meeting technology. Listed companies are guided by the SGX-ST to have regard to the size and needs of their shareholder base and to facilitate shareholder engagement. In this regard, the Company’s AGM in respect of FY2024 was convened and held in a wholly physical format. Shareholders participated in the AGM by attending in person, submitting questions in advance of or during the AGM and/or appointing proxy(ies) to attend, speak and vote on their behalf. There were no questions received from shareholders prior to the stipulated deadline. If there were questions submitted by shareholders within a reasonable amount of time prior to the meeting, the Company would have addressed them by publishing responses to those questions on SGXNet and the Company’s website 48 hours prior to the closing date and time for the lodgement of the proxy forms in accordance with Practice Note 7.5 of the Listing Rules, as read with Rule 730A of the SGX-ST Listing Manual.
The Company respects shareholder rights and ensures that shareholders have the opportunity to participate effectively in and vote at its general meetings by keeping them informed of the rules and voting procedures governing the meetings. Notices of general meetings, together with proxy forms relating to voting procedures, are despatched to all shareholders on or before the requisite minimum notice period. These notices are also published in major newspapers, announced on SGXNet and made available on the Company’s website on the date of posting. Circulars, statements or reports in respect of the general meetings are provided via electronic communications under the implied consent regulation of the Company’s Constitution. Given the timelier, more efficient and less costly mode of transmission, these documents are made available on the aforesaid websites by default, unless otherwise required by the SGX-ST Listing Manual, on the respective dates of posting of general meeting notices. Shareholders also are promptly notified of the details of the website publication and offered the option of requesting physical copies of the documents.
The Company encourages active and greater shareholder participation at its general meetings, where ample time is set aside for shareholder engagement during and after the meetings. This provides opportunities conducive to better understanding of the Company’s performance, position and prospects as Management is able to illustrate and explain in layman’s terms. At the AGM in respect of FY2024, several shareholders (made up mostly of individual retail investors) were able to effectively communicate their views on various matters affecting the Company during the allotted time for questions, together with an informal dialogue session with Directors and Management after formal conclusion of the AGM.
Provision 11.2
Resolutions proposed by the Company at general meetings are kept separate with respect to each substantially separate issue, unless the resolutions have to be inter-conditional and linked so as to form one significant proposal. Explanatory notes on the resolutions with underlying reasons and material implications are provided within the notices of general meeting. Where information relating to the resolutions are of a huge amount (such as financial data, curriculum vitae, terms and conditions), clear references to the respective documents containing the details are stated in the notices. Besides providing the necessary information, shareholders are also given the opportunity to ask questions and exercise their voting rights.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
41
----- End of picture text -----
CORPORATE GOVERNANCE REPORT
Provision 11.3
During the year under review, the Company held one general meeting, at which all Directors were present. The Company Secretary and external auditor were also present to assist the Directors in answering relevant questions raised by shareholders at the general meeting. The attendance of the Directors at the general meeting is set out below.
| Name of Director Ng Soon Kai Loh Yu Jun Khoo Chun Leng William Tong Miin |
AGM held on 30 May2025 |
|---|---|
| Present Present Present Present |
Provision 11.4
Generally, the Constitution of the Company allows shareholders who are unable to attend general meetings to appoint up to two (2) proxies each to attend and vote on their behalf as long as their proxy forms are duly lodged with the Company in advance. Shareholders who are relevant intermediaries, such as banks, capital market services licence holders which provide custodial services and the Central Provident Fund Board, are allowed to appoint more than two (2) proxies to attend, speak and vote at general meetings. However, the Company has decided not to provide for other absentia voting methods until security and other pertinent issues relating to shareholder identity authentication can be satisfactorily resolved.
The Company adopts the procedure of putting all resolutions tabled at general meetings to vote by poll as required under Rule 730A of the SGX-ST Listing Manual and announcing the detailed results showing the number of votes cast for and against each resolution and the respective percentages immediately after each general meetings as required under Rule 704(16) of the SGX-ST Listing Manual. To streamline the registration, vote casting and counting processes, the Company has provided electronic polling at its AGM from 2024 onwards.
Provision 11.5
The Company Secretary makes notes of substantial and relevant comments or queries from shareholders relating to the agenda, and responses from the Board and Management during general meetings. The minutes of the AGM in respect of FY2024 have been published on SGXNet and the Company’s website in accordance with Practice Note 7.5 of the Listing Rules, as read with Rule 730A of the SGX-ST Listing Manual.
Provision 11.6
The Company does not currently have a fixed dividend policy and no dividends will be declared for FY2025 as the Company does not have profits available for the financial year. The form, frequency and amount of dividends will depend on the Group’s financial results, capital requirements, cash flow, development plans and other factors as the directors may deem appropriate. If there is intention to declare dividends, this will be clearly communicated to the shareholders via announcements through SGXNet. Nonetheless, the Board will consider and review the feasibility of adopting and implementing a dividend policy going forward.
Principle 12 – Engagement with Shareholders
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.
Provision 12.1
The Board is mindful of its responsibility of overseeing the corporate performance of the Company and its accountability to shareholders for the processes of directing and managing the Company’s business and affairs. Announcements of the half-yearly financial results and operational activities, ad hoc updates and material developments are released by the Board with the aim of providing shareholders with a balanced and understandable assessment of the Company’s performance, position and prospects. The information and assessments presented therein are based upon the comprehensive monthly management accounts, regular updates and ad hoc progress reports provided by Management to the Board. The Board endeavours to circulate timely, adequate and non-selective disclosures of material information to shareholders while giving due consideration to the commercial sensitivity and confidentiality constraints of such information. It is also committed to take adequate steps in ensuring compliance with legislative and regulatory requirements, including its continuing disclosure obligations under the SGX-ST Listing Manual, and is constantly seeking guidance from the Company Secretary and various legal advisers in this regard.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
42
----- End of picture text -----
CORPORATE GOVERNANCE REPORT
Releases of half-yearly financial and operational reports, activity updates, media releases on significant developments and other pertinent information are first announced on SGXNet and then posted on the Company’s website. These websites are updated regularly and provides an efficient channel of communication with shareholders.
Typically, after general meetings, the Lead Independent Director performs the role of facilitating constructive dialogue between the shareholders and the Board. These dialogue sessions serve as an effective avenue of soliciting and gathering views and inputs from shareholders who are able to openly communicate with the Directors and Management.
Provision 12.2
The Company has in place an investor communication framework that disseminates timely financial data, pricesensitive updates and material information to shareholders. All public releases are drafted under legal or secretarial guidance, so as to provide relevant and sufficient information without being overly detailed and technical. A dedicated email managed by in-house investor relations function is provided on the Company’s website for shareholders to direct their queries and convey their views to Management. To promote communication with analysts and the media, Management voluntarily meets with them separately from time to time to explain and clarify the Company’s financial results and industry operations.
Provision 12.3
The Company welcomes ad hoc queries from shareholders but to avoid making inadvertent or asymmetrical disclosures in the course of addressing their concerns, the standard mode of communication adopted by the Company to engage shareholders is through its corporate website and email correspondence. In this manner, queries can be directed properly to the appropriate personnel or division for response.
MANAGING STAKEHOLDERS RELATIONSHIPS
Principle 13 – Engagement with Stakeholders
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.
Provision 13.1
Apart from shareholder engagement, the Board regards fostering relationships with other stakeholders, such as business partners, surrounding communities, customers, employees and regulators, an important element in achieving long-term sustainable business performance. Therefore, the Board considers sustainability issues, such as environmental and social factors, as part of its strategic formulation so as to ensure the interests of material stakeholders are taken into account in its decision-making processes. In 2017, the Board commissioned the establishment of a formal sustainability reporting framework aimed at providing meaningful disclosures of the environmental and social aspects that are material to the Company’s business operations. Subsequently, the first and second entry-level annual sustainability reports, prepared based on the internationally recognised Global Reporting Initiative (GRI) Standards, were issued on 28 March 2018 and 27 March 2019 respectively. By 2020, sustainability reporting had developed into a standard platform for identifying and conducting regular interaction with material stakeholders.
In 2022, the Company, under the leadership of the outsourced sustainability reporting consultant, initiated the early adoption of the new requirements under Rule 711B of the SGX-ST Listing Manual by including selected climate-related disclosures consistent with the recommendations of the TCFD in its sustainability report. The implementation was conducted in phases and by 2023, the Company had enhanced its climate-related disclosures to broadly align with the core elements of the TCFD recommendations, consistent with the requirements of Rule 711B of the SGX-ST Listing Manual. Going forward, the Company will continue to enhance its sustainability reporting, including climate-related disclosures, to provide stakeholders with a more comprehensive understanding of the Company’s performance, risks and opportunities.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
43
----- End of picture text -----
CORPORATE GOVERNANCE REPORT
Provision 13.2
A summary of the sustainability report for FY2025 is set out in the Summary Sustainability Report section of this Annual Report and the full report is available on the Company’s website. The report covers the Company’s strategy, practices, results and performance across four (4) key material sustainability aspects, namely, sustainable development, environmental stewardship, health and safety, and community. It discloses how the Company endeavours to operate in an economically, environmentally and socially responsible way through stakeholder engagement. In addition, the Company has incorporated climate-related disclosures aligned with the recommendations of the TCFD as a key component of the sustainability report for FY2025, in line with the requirements of Rule 711B of the SGX-ST Listing Manual.
Its internal audit function has also conducted an internal review of the sustainability reporting process in accordance with the standards set by the relevant professional bodies in Singapore (as disclosed under Provision 10.4), providing an additional level of oversight over the sustainability reporting process and supporting the reliability of the information disclosed.
Provision 13.3
The Company publishes a full sustainability report annually on both SGXNet and its corporate websites and employs such reporting as a means of raising transparency and awareness on the Company’s footprint in the environmental and social realms. It aims to gradually deepen stakeholders’ understanding of its management of social and environmental issues, thereby promoting stakeholder engagement and improving communications with stakeholders. The outcomes of such stakeholder engagement are reviewed annually, and applied in the development of the Company’s sustainability materiality matrix and towards the progression of its sustainability reporting.
INTERESTED PERSON TRANSACTIONS
There were no interested person transactions entered into during FY2025. The Company did not seek any general mandate from shareholders pursuant to Rule 920 of the SGX-ST Listing Manual during FY2025.
DEALING IN SECURITIES
The Company has in place a securities trading policy which sets out the framework on the dealing in its securities. In general, the Directors and employees of the Company are required to adhere to the following best practices at all times:
-
(a) to observe insider trading laws and avoid potential conflicts of interest at all times when dealing in securities;
-
(b) not to deal in the Company’s Shares while in possession of unpublished material price sensitive information;
-
(c) not to deal in the Company’s Shares for short-term considerations; and
-
(d) not to deal in the Company’s Shares during the period commencing one (1) month before the announcement of the Group’s half year and full year financial statements.
Hence, the Company has complied with Rule 1207(19) of the SGX-ST Listing Manual in relation to dealings in securities of the Company.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
44
----- End of picture text -----
SHAREHOLDER DEMOGRAPHICS
AS AT 18 MARCH 2026
ISSUED SHARE CAPITAL
Class: Ordinary Shares Number of Shares Voting Rights Total number of issued shares 633,034,104 One (1) vote per share (on poll) excluding treasury shares Treasury shares 22,464,500 (3.55%) No voting rights Subsidiary holdings 0 (0%) No voting rights
Distribution of Shareholdings
(As per the Register of Members and Depository Register)
| Size of Shareholdings 1 to 99 100 to 1,000 1,001 to 10,000 10,001 to 1,000,000 1,000,001 and above Total |
Number of Shareholders 347 4,407 2,258 2,056 46 9,114 |
% 3.81 48.35 24.78 22.56 0.50 100.00 |
Number of Shares 11,474 1,848,876 10,664,977 172,920,399 447,588,378 633,034,104 |
%* |
|---|---|---|---|---|
| 0.00 0.29 1.68 27.32 70.71 |
||||
| 100.00 |
Twenty Largest Shareholders (As per the Register of Members and Depository Register)
| Name of Shareholder NG SOON KAI CITIBANK NOMINEES SINGAPORE PTE LTD LIM AND TAN SECURITIES PTE LTD TAN KAH HENG (CHEN JIAXING) PHILLIP SECURITIES PTE LTD RAFFLES NOMINEES (PTE) LIMITED OCBC SECURITIES PRIVATE LTD HUSNI HERON GOH KHAY PHENG (WU QIPING) WANG YAGUANG ABN AMRO CLEARING BANK N.V. CHUA LAI SIANG CHUA SEOK YIN @ CHUA XIN BEI LOW CHEN PENG UOB KAY HIAN PTE LIMITED IP YUEN KWONG DBS NOMINEES PTE LTD CHEW LEONG CHEE TAN BOON PEW IFAST FINANCIAL NOMINEES PTE LTD Total |
Number of Shares 170,733,300 58,077,256 33,540,400 29,180,700 20,824,687 10,779,836 10,220,392 8,088,126 7,500,000 6,800,000 6,345,088 6,300,000 6,000,000 5,769,500 5,138,660 4,668,400 4,163,161 4,000,000 3,198,000 2,814,480 404,141,986 |
%* |
|---|---|---|
| 26.97 9.17 5.30 4.61 3.29 1.70 1.61 1.28 1.18 1.07 1.00 1.00 0.95 0.91 0.81 0.74 0.66 0.63 0.51 0.44 |
||
| 63.83 |
* Percentage is computed based on the total number of issued shares of the Company excluding treasury shares.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
45
----- End of picture text -----
SHAREHOLDER DEMOGRAPHICS
AS AT 18 MARCH 2026
Substantial Shareholders
(As per the Register of Substantial Shareholders)
| Substantial Shareholder Ng Soon Kai(1) |
Direct Interest Number of Shares %* 170,733,300 26.97 |
Deemed Interest | Deemed Interest |
|---|---|---|---|
| Number of Shares 170,733,300 |
Number of Shares 6,000,000 |
%* | |
| 0.95 |
Note:
(1) Ng Soon Kai is deemed to have an interest in the 6,000,000 shares held by his spouse, Chua Seok Yin.
Public Shareholding
Based on the information available to the Company, approximately 72% of the total number of issued ordinary shares of the Company excluding treasury shares is held by the public as at 18 March 2026. This is in compliance with Rule 723 of the SGX-ST Listing Manual.
* Percentage is computed based on the total number of issued shares of the Company excluding treasury shares.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
46
----- End of picture text -----
DIRECTORS’ STATEMENT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
The directors present their statement to the members together with the audited statement of financial position of the Company as at 31 December 2025 and the consolidated financial statements of the Group for the financial year ended 31 December 2025.
In the opinion of the directors,
-
(a) the statement of financial position of the Company and the consolidated financial statements of the Group as set out on pages 57 to 127 are drawn up so as to give a true and fair view of the financial position of the Company and of the Group as at 31 December 2025 and the financial performance, changes in equity and cash flows of the Group for the financial year covered by the consolidated financial statements; and
-
(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.
Directors
The directors of the Company are as follows:
Ng Soon Kai Khoo Chun Leng William Loh Yu Jun Tong Miin
Arrangements to enable Directors to Acquire Shares or Debentures
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose object was 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 under “Share Options” on pages 47 to 49.
Directors’ Interests in Shares or Debentures
- (a) According to the register kept by the Company for the purposes of Section 164 of the Singapore Companies Act 1967 (the “Act”), the interests of directors holding office at the end of the financial year in shares or debentures of the Company and its related corporations other than wholly-owned subsidiary corporations were as follows:
were as follows: |
||||
|---|---|---|---|---|
| The Company No. of Ordinary Shares Ng Soon Kai(1) |
Held in the Director or |
Name of Nominee At beginning of the financial year or date of appointment, if later 170,733,300 |
Held in which the Director is Deemed to Have an Interest |
|
| At end of the financial year and 21 January 2026 170,733,300 |
At end of the financial year and 21 January 2026 6,000,000 |
At beginning of the financial year or date of appointment, if later |
||
| 6,000,000 |
(1) Ng Soon Kai is deemed to have an interest in the 6,000,000 ordinary shares held by his spouse, Chua Seok Yin.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
47
----- End of picture text -----
DIRECTORS’ STATEMENT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
Directors’ Interests in Shares or Debentures (Continued)
- (b) According to the register of directors’ shareholdings, all directors holding office at the end of the financial year had interests in options to subscribe for ordinary shares of the Company granted pursuant to the Interra Share Option Plan 2017 under “Share Options” on pages 47 to 49.
Share Option Plan 2017 under “Share Options” on pages 47 to 49. |
||
|---|---|---|
| 2024 Options Ng Soon Kai Khoo Chun Leng William Loh Yu Jun Tong Miin |
Number of Unissued OrdinaryShares under Option At end of the financialyear At beginning of the financialyear 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000 |
|
| At end of the financialyear 5,000,000 5,000,000 5,000,000 5,000,000 |
||
| 5,000,000 5,000,000 5,000,000 5,000,000 |
- (c) By virtue of Section 7 of the Singapore Companies Act 1967, Mr Ng Soon Kai is deemed to have an interest in the shares of all the Company’s subsidiary corporations at the end of the financial year.
Directors’ Contractual Benefits
Except as disclosed in the accompanying financial statements and in this statement, since the end of the previous financial year, no director of the Company has received or become entitled to receive a benefit by reason of a contract made by the Company or a related corporation with the director or with a firm of which he is a member or with a company in which he has a substantial financial interest.
Share Options
- (a) Interra Share Option Plan 2017
The Interra Share Option Plan 2017 (“ISOP 2017”) was approved by members of the Company at an Extraordinary General Meeting on 28 April 2017. ISOP 2017 provides a means to recruit, retain and give recognition to directors of the Group, employees, controlling shareholders and/or their associates, who have contributed to the success and development of the Group with an opportunity to participate in the equity of the Company and to motivate them to better performance through increased dedication and loyalty. The ISOP 2017 is administered by the Remuneration Committee, of which the members at the date of this statement are as follows:
Tong Miin (Chairwoman) Khoo Chun Leng William Loh Yu Jun
Subject to the absolute discretion of the Remuneration Committee, the controlling shareholders and/or their associates are eligible to participate in the ISOP 2017, provided that the participation of the controlling shareholders and/or their associates and the actual number of shares comprised in the option(s) and terms of such option(s) to be granted to any of them only be effected with the specific prior approval of independent shareholders in a general meeting in separate resolutions. The aggregate number of shares over which options can be granted to one controlling shareholder or his associate shall not exceed 10% of the total number of shares available under the ISOP 2017, and the aggregate number of shares over which options can be granted to all controlling shareholders and their associates shall not exceed 25% of the total number of shares available under the ISOP 2017.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
48
----- End of picture text -----
DIRECTORS’ STATEMENT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
Share Options (Continued)
(a) Interra Share Option Plan 2017 (Continued)
Under the ISOP 2017, options to subscribe for the ordinary shares of the Company are granted to directors and employees of the Group after taking into account criteria such as the rank, job performance, years of service, potential for future development, contribution to the success and development of the Group and the prevailing market and economic conditions. The exercise price of the options is determined at the average of the closing prices of the Company’s ordinary shares as quoted on the Singapore Exchange Securities Trading Limited (“SGX-ST”) for five consecutive market days immediately preceding the date of the grant or a price which is set at a premium or discount to the market price, the quantum of such premium or discount (up to 20%) is to be determined by the Remuneration Committee in its absolute discretion. Options granted at market price or premium may be vested after one year from the date of grant and are exercisable over a period of four years, while options granted at a discount may be vested after two years from the date of grant and are exercisable over a period of three years. The options may be exercised, in whole or in part (being 1,000 shares or any multiple thereof), on the payment of the aggregate exercise price. The Group has no legal or constructive obligation to repurchase or settle the options in cash.
The aggregate number of shares over which options may be granted on any date, when added to the number of shares issued and issuable in respect of all options granted under the ISOP 2017, shall not exceed 15% of the issued shares of the Company (excluding treasury shares and subsidiary holdings) on the day preceding that date.
On 17 November 2023, the Company granted options to key management personnel and employees to subscribe for 2,900,000 ordinary shares of the Company at exercise price of S$0.036 per share (“2023 Options”). The 2023 Options were exercisable from 18 November 2024 and will expire on 17 November 2028. The fair value of the 2023 Options granted was estimated to be S$34,499 (equivalent to US$25,575) using the Binomial Option Pricing Model. On 24 May 2024, the Company granted share options to the Executive Chairman to subscribe for 5,000,000 shares at an exercise price of S$0.038 per share and to other Directors to subscribe for a total of 20,000,000 shares at an exercise price of S$0.036 per share (“2024 Options”). The 2024 Options were exercisable from 25 May 2025 and will expire on 24 May 2029. The fair value of the 2024 Options granted was estimated to be S$207,900 (equivalent to US$153,949) using the Binomial Option Pricing Model.
On 24 January 2025 and 30 May 2025, due to the resignation of a regional operations manager and retirement of an executive director, the share options granted to them to subscribe for 400,000 shares and 5,000,000 shares respectively at an exercise price of S$0.036 per share lapsed on the date of their resignation and retirement. Accordingly, the number of unissued ordinary shares of the Company under the share option plan was reduced to 22,500,000 as at 31 December 2025 (2024: 27,900,000).
Details of the 2024 Options granted to the Directors and Executive Chairman and the 2023 Options granted to key management personnel and employees of the Company were as follows:
| 2023 Options 2024 Options |
Number of Unissued OrdinaryShares of the Companyunder Option | Number of Unissued OrdinaryShares of the Companyunder Option | Number of Unissued OrdinaryShares of the Companyunder Option | Number of Unissued OrdinaryShares of the Companyunder Option |
|---|---|---|---|---|
| Aggregate granted since commencement of Plan to end of the financialyear 2,900,000 25,000,000 |
Aggregate exercised since commencement of Plan to end of the financialyear – – |
Aggregate lapsed since commencement of Plan to end of the financialyear (400,000) (5,000,000) |
Aggregate outstanding at end of the financialyear |
|
| 2,500,000 20,000,000 |
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
49
----- End of picture text -----
DIRECTORS’ STATEMENT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
Share Options (Continued)
(a) Interra Share Option Plan 2017 (Continued)
The details of options granted to controlling shareholder of the Company are as follows:
| Ng Soon Kai | Number of Unissued OrdinaryShares under Option At end of the financialyear At beginning of the financialyear 5,000,000 5,000,000 |
Exerciseprice S$0.038 |
Exerciseperiod |
|---|---|---|---|
| At end of the financialyear 5,000,000 |
|||
| 25 May 2025 to 24 May 2029 |
The grant of options to the controlling shareholder was approved by independent shareholders at the Extraordinary General Meeting on 29 April 2024, in compliance with Rule 852(1)(b)(ii) of the SGX Listing Manual.
(b) Share Options Outstanding
The number of unissued ordinary shares of the Company under option in relation to the Plan outstanding at the end of the financial year was as follows:
| 2023 Options 2024 Options 2024 Options |
Number of Unissued OrdinaryShares under Option At end of the financialyear At beginning of the financialyear 2,500,000 2,900,000 15,000,000 20,000,000 5,000,000 5,000,000 22,500,000 27,900,000 |
Exerciseprice S$0.036 S$0.036 S$0.038 |
Exerciseperiod |
|---|---|---|---|
| At end of the financialyear 2,500,000 15,000,000 5,000,000 22,500,000 |
|||
| 18 November 2024 to 17 November 2028 25 May 2025 to 24 May 2029 25 May 2025 to 24 May 2029 |
Audit Committee
The members of the Audit Committee at the date of this statement are set out as follows:
Loh Yu Jun (Chairman) Khoo Chun Leng William Tong Miin
All members of the Audit Committee are non-executive directors and independent directors.
The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act. In performing those functions, the Audit Committee reviewed:
-
the scope and the results of internal audit procedures with the internal auditor;
-
the audit plan of the Company’s independent auditor and any recommendations on internal accounting controls arising from the statutory audit;
-
the assistance given by the Company’s management to the independent auditor and the internal auditor; and
-
the statement of financial position of the Company and the consolidated financial statements of the Group for the financial year ended 31 December 2025 before their submission to the Board of Directors.
The Audit Committee has recommended to the Board of Directors that CLA Global TS Public Accounting Corporation be nominated for re-appointment as independent auditor of the Company at the forthcoming Annual General Meeting of the Company.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
50
----- End of picture text -----
DIRECTORS’ STATEMENT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
Independent Auditor
The independent auditor, CLA Global TS Public Accounting Corporation, has expressed its willingness to accept re-appointment.
On behalf of the Board of Directors
==> picture [126 x 48] intentionally omitted <==
==> picture [59 x 61] intentionally omitted <==
Ng Soon Kai Director
Loh Yu Jun Director
31 March 2026
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
51
----- End of picture text -----
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF INTERRA RESOURCES LIMITED
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of Interra Resources Limited (the “Company”) and its subsidiary corporations (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 2025, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows of the Group for the financial year then ended, and notes to the financial statements, including material accounting policy information, as set out on pages 57 to 127.
In our opinion, the accompanying statement of financial position of the Company and the consolidated financial statements of the Group are properly drawn up in accordance with the provision of the Singapore Companies Act 1967 (the “Act”), Singapore Financial Reporting Standards (International) (“SFRS(I)s”) and International Financial Reporting Standards (“IFRS”) so as to give a true and fair view of the financial position of the Company and the consolidated financial position of the Group as at 31 December 2025 and of the consolidated financial performance, consolidated statement of changes in equity and consolidated statement of cash flows of the Group for the financial year ended on that date.
Basis of 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 Code of Professional Conduct and Ethics applicable to Public Accountants and Accounting Entities (“ACRA Code”), as applicable to audits of financial statements of public interest entities, together with the ethical requirements that are relevant to audits of the financial statements of public interest entities in Singapore. We have also fulfilled our 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 significant in our audit of the financial statements of the current financial year. 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.
1 Impairment of Non-financial Assets
(a) Exploration and Evaluation (“E&E”) Assets
- Refer to Note 2(c)(i), Note 3(a) and Note 7 to the financial statements.
Area of focus
The carrying amount of E&E assets as at 31 December 2025 of nil (2024: US$10,428,197), due to impairment recognised during the current financial year. In prior financial year, the carrying amount represented 19% of the Group’s total assets. The Group’s E&E costs relate to exploration costs incurred for Kuala Pambuang (“KP”) Production Sharing Contract (“PSC”), Indonesia.
In accordance with SFRS(I) 6 Exploration for and Evaluation of Mineral Resources , E&E costs are assessed for impairment when facts and circumstances indicate that their carrying amount may exceed its recoverable amount. Where such indicators exist, and facts and circumstances suggest that the carrying amount exceeds the recoverable amount, the entity shall measure, present, and disclose any resulting impairment loss in accordance with SFRS(I)1-36 Impairment of Assets . Capitalised E&E costs are written off unless commercially viable reserves have been established or the project is in the appraisal phase.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
52
----- End of picture text -----
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF INTERRA RESOURCES LIMITED
-
1 Impairment of Non-financial Assets (Continued)
-
(a) Exploration and Evaluation (“E&E”) Assets (Continued)
Area of focus (Continued)
The recoverability of the carrying value of E&E assets is dependent on the Group’s ability to continue exploration and appraisal activities, as well as the validity and renewal of the relevant exploration license and regulatory approvals. The Group’s exploration license expired on 14 March 2025, and its fourth extension request has not been formally approved by the Ministry of Energy and Mineral Resources. As a result, the Group no longer holds valid rights to explore the relevant license area.
As disclosed in Note 3(a) to the financial statements, management performed an impairment assessment of E&E assets. Following the expiry of the exploration license and in the absence of an extension approval letter from the relevant authority, the Group no longer holds the rights to explore the KP PSC. Accordingly, an impairment loss of US$10,483,012 was recognised during the current financial year.
In view of the significant management judgements involved in assessing the recoverable amounts of the E&E assets, this has been determined as one of the key audit matters.
How our audit addressed the area of focus
In obtaining sufficient appropriate audit evidence, the following procedures were carried out:
-
Obtained and reviewed supporting documentation on the expiry of the exploration license and assessed whether any legal rights to continue exploration exist as at reporting date.
-
Assessed management’s determination of the recoverable amount of the E&E assets, including evaluating whether any value-in-use (“VIU”) or fair value less costs of disposal (“FVLCD”) remain, and concluded that no recoverable amount exists in the absence of valid exploration rights.
-
Considered whether any residual value exists from underlying exploration data or prior work performed and assessed management’s basis for concluding that such value is not recoverable.
-
Reviewed subsequent events to determine whether any developments post year-end indicate the reinstatement of exploration rights.
-
Reviewed and assessed the adequacy and appropriateness of related disclosures in the consolidated financial statements.
-
(b)
Producing Oil and Gas Properties
Refer to Note 2(c)(v), Note 3(b) and Note 6 to the financial statements.
Area of focus
The carrying amount of producing oil and gas properties as at 31 December 2025 of nil (2024: US$9,591,114), due to impairment loss during the current financial year. In prior financial year, the carrying amount represented 20% of the Group’s total assets.
In accordance with SFRS(I) 1-36 Impairment of Assets , the Group is required to assess the producing oil and gas properties at each reporting date, whether there is any indication that producing oil and gas properties may be impaired. Where such indication exists, the Group estimates the recoverable amount of the asset or cash-generating-unit (“CGU”), based on the higher of VIU and FVLCD.
As disclosed in Note 3(b) to the financial statements, the management has prepared the impairment assessment of the producing oil and gas properties as at 31 December 2025. The recoverable amount is determined based on the higher of VIU and FVLCD. In estimating VIU, management considers the remaining operating period up to the expiry of the Improved Petroleum Recovery Contracts (“IPRCs”) in April 2028, which limits the period over which future cash flows can be generated. Based on the assessment, both VIU and FVLCD are lower than the carrying amount. Accordingly, an impairment loss of US$6,876,656 is recognised during the financial year.
In view of the significant management’s judgments and estimates involved in assessing the recoverable amounts of producing oil and gas properties, this has been determined as one of the key audit matters.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
53
----- End of picture text -----
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF INTERRA RESOURCES LIMITED
1 Impairment of Non-financial Assets (Continued)
(b) Producing Oil and Gas Properties (Continued)
How our audit addressed the area of focus
In obtaining sufficient audit evidence, the following procedures were carried out:
-
Evaluated management’s assessment of impairment indicators for the producing oil and gas properties.
-
Obtained and reviewed management’s impairment assessment and evaluated whether the recoverable amount was determined as the higher of VIU and FVLCD in accordance with SFRS(I) 1-36.
-
Assessed the reasonableness of the VIU model by evaluating the key inputs and assumptions used, including work programs and budgets, long-term oil prices, production profiles, cost profiles and escalation applied, capital costs and discount rates, taking into consideration the remaining operating rights.
-
Assessed the reasonableness of the FVLCD by considering available market evidence, including indicative pricing information.
-
With the assistance of internal valuation expert, evaluated whether the model and methodology used by management to determine the recoverable amount complies with SFRS(I) 1-36 Impairment of Assets and assessed the reasonableness of the discount rate used.
-
Evaluated the reasonableness and appropriateness of key assumptions used by management, by comparing them against historical forecasts and performance, as well as publicly available market data.
-
Reviewed and assessed the adequacy and appropriateness of related disclosures in the consolidated financial statements.
2 Expected Credit Losses (“ECL”) on Other Receivables
- Refer to Note 2(I)(ii), Note 3(d), Note 15 and Note 34(b) to the financial statements.
Area of focus
As at 31 December 2025, the Group and the Company have other receivables from non-related parties and subsidiary corporations of nil (2024: US$6,643,403 and US$3,407,112), arising from the Group’s operation in KP PSC. The balances are fully impaired during the current financial year. In prior financial year, the receivables represented approximately 12% and 13% of the Group’s and the Company’s total assets respectively.
In accordance with SFRS(I) 9 Financial Instruments , the Group and the Company applied the general approach (12-month ECL) in measuring ECL for other receivables. In determining the ECL, the Group and the Company have assessed the probability of default and estimation of the cash flows recoverable from these receivables, incorporating both quantitative and qualitative information based on historical experience and forward-looking considerations of current and expected economic conditions. The ECL assessment is performed by management and reviewed by the Audit Committee and the Board of Directors.
As disclosed in Note 3(d) to the financial statements, the management performs an ECL assessment on other receivables for the Group and the Company. Based on this assessment, the ECL of US$6,651,797 and US$4,221,445 were recognised by the Group and the Company respectively.
Given the significant management’s judgements and assumptions involved in estimating the ECL on other receivables, this has been determined as one of the key audit matters.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
54
----- End of picture text -----
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF INTERRA RESOURCES LIMITED
- 2 Expected Credit Losses (“ECL”) on Other Receivables (Continued)
How our audit addressed the area of focus
In obtaining sufficient audit evidence, the following procedures were carried out:
-
Discussed with management on the recoverability of long outstanding receivables and assessed whether there has been a significant increase in credit risk or whether the receivables are credit-impaired.
-
Evaluated the appropriateness of management’s ECL methodology and key assumptions, including historical default experience, the financial position of the counterparties, and adjustment for forward-looking information used in estimating the probability of default.
-
Verified to subsequent receipts or any other supporting evidence, where available, to assess the recoverability of the outstanding receivables.
-
Reviewed and assessed the adequacy and appropriateness of related disclosures in the consolidated financial statements.
-
3 Compliance of Laws and Regulations in relation to Myanmar Operations Refer to Note 1 and Note 3(h) to the financial statements.
Area of focus
On 29 January 2025, an activist group, Justice for Myanmar , published an article alleging that the Group contributed to the Myanmar junta’s war efforts by supplying oil that was subsequently refined into jet fuel and diesel for military use. The article further alleged that the Group failed to disclose dealings that may have constituted a breach of international sanction laws.
Following these allegations, the Group obtained legal opinions on 11 April 2025, from Prolegis LLC and Herbert Smith Freehills LLP, through their Formal Law Alliance, Herbert Smith Freehills Prolegis, which concluded, based on the information provided, that the Group had not breached the relevant foreign laws.
As disclosed in Note 3(h) to the financial statements, management assesses that the Group’s dealings and operations do not violate any potential sanctions under European Union or United States law, nor breach the relevant foreign laws. Accordingly, no financial impact on the Group has been identified for the current reporting period.
Given the potential legal, regulatory, reputational or any other risks involved, as well as the significant judgement required in evaluating the potential impact on the Group from operational, financial and reporting perspective. Therefore, this has been determined as one of the key audit matters.
How our audit addressed the area of focus
In obtaining sufficient audit evidence, the following procedures were carried out:
-
Reviewed the Group’s Sanctions Compliance Framework in order to assess that sanctions screening was performed in accordance with the policies and procedures.
-
Discussed with management whether the Group has identified any applicable United States and European Union sanctions laws relevant to its operations.
-
Reviewed monthly sanctions screening reports prepared by management to identify any instances of potential non-compliance.
-
Performed independent screening checks on a sampling basis and reviewed selected financial transactions to determine whether sanctions screening controls over onboarding of new counterparties are appropriately designed and implemented.
-
Assessed whether any potential sanctions breaches are appropriately identified, escalated and remediated by management.
-
Reviewed and assessed the adequacy and appropriateness of related disclosures in the consolidated financial statements.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
55
----- End of picture text -----
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF INTERRA RESOURCES LIMITED
Other Information
Management is responsible for the other information. The other information comprises the Directors’ statement and other sections of the annual report, which we obtained prior to the date of this auditor’s 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 identified above 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 on the other information that we obtained prior to the date of this auditor’s report, 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, SFRS(I) and IFRS, 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.
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 skepticism throughout the audit. We also:
-
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.
-
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.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
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.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
56
----- End of picture text -----
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF INTERRA RESOURCES LIMITED
Auditor’s Responsibilities for the Audit of the Financial Statements (Continued)
-
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.
-
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, related safeguards.
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 financial year 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 director on the audit resulting in this independent auditor’s report is Lee Look Ling.
==> picture [140 x 51] intentionally omitted <==
CLA Global TS Public Accounting Corporation Public Accountants and Chartered Accountants
Singapore 31 March 2026
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
57
----- End of picture text -----
STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
| Note ASSETS Non-current assets Property, plant and equipment 4 Right-of-use assets 5 Producing oil and gas properties 6 Exploration and evaluation assets 7 Investments in subsidiary corporations 9 Investments in associated companies 10 Investments in joint venture 11 Financial assets, at fair value through other comprehensive income (“FVOCI”) 12 Financial assets, at fair value through profit or loss (“FVPL”) 13 Trade and other receivables 15 Current assets Inventories 14 Financial assets, at fair value through profit or loss (“FVPL”) 13 Trade and other receivables 15 Other current assets 16 Cash and cash equivalents 17 Total Assets LIABILITIES Non-current liabilities Trade and other payables 18 Lease liabilities 19 Current liabilities Trade and other payables 18 Lease liabilities 19 Current income tax liabilities 20 Total Liabilities NET ASSETS EQUITY Share capital 22 Treasury shares 23 Accumulated losses Other reserves 25(a) Equity attributable to owners of the Company Non-controlling interests 9 TOTAL EQUITY |
Company 2025 2024 US$ US$ 7,390 791 43,267 124,691 – – – – 19,130,965 19,062,102 – – – 286,925 – – – 1,088,454 – 3,407,112 19,181,622 23,970,075 – – 1,153,718 – 71,204 1,605,165 44,073 58,762 3,825,063 254,183 5,094,058 1,918,110 24,275,680 25,888,185 – – 4,125 41,654 4,125 41,654 15,490,549 11,145,005 40,789 78,323 293,883 414,979 15,825,221 11,638,307 15,829,346 11,679,961 8,446,334 14,208,224 75,157,304 75,157,304 (673,516) (591,818) (66,182,218) (60,476,050) 144,764 118,788 8,446,334 14,208,224 – – 8,446,334 14,208,224 |
Group 2025 2024 US$ US$ 7,390 791 123,532 245,087 249,998 9,591,114 – 10,428,197 – – 962,245 – – 272,925 2,527,186 811,064 801,709 1,088,454 – 6,643,403 4,672,060 29,081,035 3,252,158 3,370,247 3,846,491 – 1,502,326 3,452,807 354,274 365,168 15,079,452 17,965,717 24,034,701 25,153,939 28,706,761 54,234,974 – 841,949 46,598 124,215 46,598 966,164 4,088,107 3,388,435 80,877 116,160 1,108,117 1,965,172 5,277,101 5,469,767 5,323,699 6,435,931 23,383,062 47,799,043 75,157,304 75,157,304 (673,516) (591,818) (34,180,115) (11,636,639) (15,951,206) (16,625,718) 24,352,467 46,303,129 (969,405) 1,495,914 23,383,062 47,799,043 |
Group 2025 2024 US$ US$ 7,390 791 123,532 245,087 249,998 9,591,114 – 10,428,197 – – 962,245 – – 272,925 2,527,186 811,064 801,709 1,088,454 – 6,643,403 4,672,060 29,081,035 3,252,158 3,370,247 3,846,491 – 1,502,326 3,452,807 354,274 365,168 15,079,452 17,965,717 24,034,701 25,153,939 28,706,761 54,234,974 – 841,949 46,598 124,215 46,598 966,164 4,088,107 3,388,435 80,877 116,160 1,108,117 1,965,172 5,277,101 5,469,767 5,323,699 6,435,931 23,383,062 47,799,043 75,157,304 75,157,304 (673,516) (591,818) (34,180,115) (11,636,639) (15,951,206) (16,625,718) 24,352,467 46,303,129 (969,405) 1,495,914 23,383,062 47,799,043 |
|---|---|---|---|
| 791 245,087 9,591,114 10,428,197 – – 272,925 811,064 1,088,454 6,643,403 |
|||
| 29,081,035 | |||
| 3,370,247 – 3,452,807 365,168 17,965,717 |
|||
| 25,153,939 | |||
| 54,234,974 | |||
| 841,949 124,215 |
|||
| 966,164 | |||
| 3,388,435 116,160 1,965,172 |
|||
| 5,469,767 | |||
| 6,435,931 | |||
| 47,799,043 | |||
| 75,157,304 (591,818) (11,636,639) (16,625,718) |
|||
| 46,303,129 1,495,914 |
|||
| 47,799,043 |
The accompanying notes form an integral part of these financial statements.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
58
----- End of picture text -----
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
| Note Revenue 26 Cost of production Gross profit Other income, net 27 Other loss – Impairment loss and allowances Expenses – Administrative expenses – Finance expenses 28 Share of losses after tax – Joint ventures 11 – Associated companies 10 (Loss)/Profit before income tax Income tax expense 21 Net (loss)/profit Attributable to: Equity holders of the Company Non-controlling interests Other comprehensive income/(loss): Items that may be reclassified subsequently to profit or loss: Currency translation differences – loss on consolidation 25(b)(iv) Items that will not be reclassified subsequently to profit or loss: Financial assets, at FVOCI – Fair value gain/(loss) 25(b)(iii) Other comprehensive income/(loss), net of tax Total comprehensive (loss)/income Total comprehensive (loss)/income attributable to: Equity holders of the Company Non-controlling interests (Losses)/Earnings per share for (loss)/profit from operations attributable to equity holders of the Company (cents per share) Basic (losses)/earnings per share 31 Diluted (losses)/earnings per share 31 |
2025 US$ 11,951,562 (9,280,833) 2,670,729 1,350,816 (24,041,225) (3,632,287) (116,453) (7,212) (486,939) (24,262,571) (56,876) (24,319,447) (21,832,686) (2,486,761) (24,319,447) (42,216) 690,752 648,536 (23,670,911) (21,184,150) (2,486,761) (23,670,911) (3.458) (3.458) |
2024 US$ |
|---|---|---|
| 17,120,929 (10,150,035) |
||
| 6,970,894 1,714,084 – (3,807,148) (106,236) (11,495) – |
||
| 4,760,099 (636,727) |
||
| 4,123,372 | ||
| 4,197,582 (74,210) |
||
| 4,123,372 | ||
| (57,027) (71,234) |
||
| (128,261) | ||
| 3,995,111 | ||
| 4,069,321 (74,210) |
||
| 3,995,111 | ||
| 0.645 | ||
| 0.644 |
The accompanying notes form an integral part of these financial statements.
==> picture [14 x 15] intentionally omitted <==
==> picture [17 x 24] intentionally omitted <==
----- Start of picture text -----
59
----- End of picture text -----
| CONSOLIDATED STATEMENT OF | CHANGES IN EQUITY | FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025 | Attributable to Equity Holders of the Company | Share Non- |
Treasury Special Option Fair Value Accumulated Controlling Total |
Shares Reserve Reserve Reserve Losses Total Interests Equity |
US$ US$ US$ US$ US$ US$ US$ US$ | (591,818) (16,544,140) 118,788 (71,234) (11,636,639) 46,303,129 1,495,914 47,799,043 |
– – – – (21,832,686) (21,832,686) (2,486,761) (24,319,447) |
– – – – – (42,216) – (42,216) |
– – – 690,752 – 690,752 – 690,752 |
– – – 690,752 (21,832,686) (21,184,150) (2,486,761) (23,670,911) |
(81,698) – – – – (81,698) – (81,698) |
– – 60,736 – – 60,736 – 60,736 |
(34,760) – 34,760 – – – |
– – – – (745,550) (745,550) – (745,550) |
– – – – – – 21,442 21,442 |
(81,698) – 25,976 – (710,790) (766,512) 21,442 (745,070) |
(673,516) (16,544,140) 144,764 619,518 (34,180,115) 24,352,467 (969,405) 23,383,062 |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Currency | Translation | Reserve | US$ | (129,132) | – | (42,216) | – | (42,216) | – | – | – | – | – | (171,348) | |||||||||||||||||
| Share | Capital | US$ | 75,157,304 | – | – | – | – | – | – | – | – | – | 75,157,304 | ||||||||||||||||||
| Note | 25(b)(iv) | 25(b)(iii) | 23 | 25(b)(ii) | 25(b)(ii) | 9 | |||||||||||||||||||||||||
| Group | At 1 January 2025 | Loss for the financial year | Currency translation | differences | – loss on consolidation | Fair value gain on financial | assets, at FVOCI | Total comprehensive | income/(loss) for the | financial year | Purchase of treasury shares | Employee share option plan | – value of employee | services | – share options lapsed | Dividend paid | Additional increase of |
non-controlling interests | in subsidiary corporation | Total transactions with | owners, recognised | directly in equity | At 31 December 2025 |
==> picture [14 x 15] intentionally omitted <==
==> picture [17 x 24] intentionally omitted <==
----- Start of picture text -----
60
----- End of picture text -----
| Total | Equity | US$ | 44,239,312 | 4,123,372 | (57,027) | (71,234) | 3,995,111 | (591,818) | 115,705 | 40,733 | (435,380) | 47,799,043 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non- | Controlling | Interests | US$ | 1,529,391 | (74,210) | – | – | (74,210) | – | – | 40,733 | 40,733 | 1,495,914 | ||||||||||||||||
| Total | US$ | 42,709,921 | 4,197,582 | (57,027) | (71,234) | 4,069,321 | (591,818) | 115,705 | – | (476,113) | 46,303,129 | ||||||||||||||||||
| Accumulated | Losses | US$ | (15,834,221) | 4,197,582 | – | – | 4,197,582 | – | – | – | – | (11,636,639) | |||||||||||||||||
| CONSOLIDATED STATEMENT OF | CHANGES IN EQUITY | FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025 | Attributable to Equity Holders of the Company | Currency Share |
Share Translation Treasury Special Option Fair Value |
Capital Reserve Shares Reserve Reserve Reserve |
Group Note US$ US$ US$ US$ US$ US$ |
At 1 January 2024 75,157,304 (72,105) – (16,544,140) 3,083 – |
Profit/(Loss) for the | financial year – – – – – – |
Currency translation | differences | – loss on consolidation 25(b)(iv) – (57,027) – – – – |
Fair value gain on financial | assets, at FVOCI 25(b)(iii) – – – – – (71,234) |
Total comprehensive income/ | (loss) for the financial year – (57,027) – – – (71,234) |
Purchase of treasury shares 23 – – (591,818) – – – |
Employee share option plan | – value of employee | services 25(b)(ii) – – – – 115,705 – |
Additional increase of | non-controlling interests | in subsidiary corporation 9 – – – – – – |
Total transactions with | owners, recognised | directly in equity – – (591,818) – 115,705 – |
At 31 December 2024 75,157,304 (129,132) (591,818) (16,544,140) 118,788 (71,234) |
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
61
----- End of picture text -----
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
| Note Cash flows from operating activities Net (loss)/profit Adjustments for non-cash items Income tax expense 21 Share of losses of associated companies after tax 10 Share of losses of joint venture after tax 11 Depreciation of property, plant and equipment 4 Depreciation of right-of-use assets 5 Amortisation of producing oil and gas properties 6 Impairment loss on producing oil and gas properties 6 Impairment loss on exploration and evaluation assets 7 Reversals of exploration and evaluation assets 7 Inventories written down 14 Loss allowances for expected credit losses on other receivables 15 Share option expenses 25b(ii) Interest income from financial assets, at FVPL 27 Interest income from bank deposits 27 Interest income from loan to non-related parties 27 Amortised cost adjustment for interest-free non-current payables 27 Fair value gain on financial assets, at FVPL 27 Gain on disposal on investments in joint venture 27 Interest on lease liabilities 28 Interest on provision of reinstatement costs 28 Unwinding of interest-free loan from non-current payables 28 Unrealised currency translation (gains)/losses Operating profit before working capital changes Changes in working capital Inventories Trade and other receivables and other current assets Trade and other payables Cash generated from operations Income tax paid 20 Net cash provided by operating activities Cash flows from investing activities Interest received Additions of property, plant and equipment 4 Additions of producing oil and gas properties 6 Additions of exploration and evaluation assets 7 Additions of investments in associated companies 10 Proceeds from disposal of investments in joint venture 11 Purchases of financial assets, at FVOCI 12 Purchases of financial assets, at FVPL 13 Net cash used in investing activities Cash flows from financing activities Interest paid Purchase of treasury shares 23 Principal payment of lease liabilities Dividend paid to shareholders Net cash used in financing activities |
2025 US$ (24,319,447) 56,876 486,939 7,212 1,921 121,555 2,648,766 6,876,656 10,483,012 – 29,760 6,651,797 60,736 (303,081) (503,222) – – (168,755) (16,746) 23,500 52 92,901 (38,286) 2,192,146 88,329 1,901,061 (235,178) 3,946,358 (941,655) 3,004,703 861,846 (8,520) (184,306) (54,815) (1,448,447) 282,459 (957,735) (3,412,455) (4,921,973) (23,500) (81,698) (118,167) (745,550) (968,915) |
2024 US$ |
|---|---|---|
| 4,123,372 636,727 – 11,495 8,082 120,610 1,929,153 – – 143,845 – – 115,705 (96,020) (776,985) (633,025) (92,901) – – 13,284 51 92,901 1,180 |
||
| 5,597,474 (19,060) (897,408) (352,103) |
||
| 4,328,903 (1,697,480) |
||
| 2,631,423 | ||
| 877,016 – (1,012,884) (118,644) – – (939,801) – |
||
| (1,194,313) | ||
| (13,284) (591,818) (123,792) – |
||
| (728,894) |
The accompanying notes form an integral part of these financial statements.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
62
----- End of picture text -----
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
| Note Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of the financial year Effects of currency translation on cash and cash equivalents Cash and cash equivalents at end of the financial year 17 |
2025 US$ (2,886,185) 17,965,717 (80) 15,079,452 |
2024 US$ 708,216 17,257,644 (143) 17,965,717 |
|---|---|---|
Reconciliation of liabilities arising from financing activities
| 1 January 2025 US$ |
Principal and interest payments US$ |
Non-cash changes | Non-cash changes | Non-cash changes | ||
|---|---|---|---|---|---|---|
| Additions US$ |
Interest expense US$ |
Currency translation US$ |
31 December 2025 US$ |
|||
| Lease liabilities | 240,375 | (141,667) | – | 23,500 | 5,267 | 127,475 |
| 1 January 2024 US$ |
Principal and interest payments US$ |
Non-cash changes | 31 December 2024 US$ |
|||
| Additions US$ |
Interest expense US$ |
Currency translation US$ |
||||
| Lease liabilities | 248,546 | (137,076) | 120,397 | 13,284 | (4,776) | 240,375 |
The accompanying notes form an integral part of these financial statements.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
63
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
These notes form an integral part of and should be read in conjunction with the accompanying financial statements.
1. GENERAL
Interra Resources Limited (the “Company”) is a company incorporated in the Republic of Singapore and is publicly traded on the Singapore Exchange Securities Trading Limited (“SGX-ST”) Mainboard. The address of its registered office is at 1 Grange Road #05-04 Orchard Building Singapore 239693.
The principal activity of the Company is that of investment holding.
The principal activities, country of incorporation and place of operation of the subsidiary corporations, associated companies and joint venture of the Group are set out in Note 9, Note 10 and Note 11 to the financial statements respectively.
The consolidated financial statements relate to the Company and its subsidiary corporations (the “Group”) and the Group’s interests in joint operations, associated companies and joint venture.
Updates on Company’s operations in Myanmar for Financial Year 2025:
On 31 January 2025, the Company received queries from the Singapore Exchange Regulation (“SGX RegCo”) in relation to the Company’s operations in Myanmar. The Company requested for a trading suspension of its securities on 6 February 2025 and released an announcement on its responses to the SGX RegCo’s queries on the same date. In its responses to the SGX RegCo’s queries, the Company stated that it will seek professional legal advice to assess whether the Group’s dealings may violate the Relevant Foreign Laws as stated in the announcement and whether a potential violation may have any impact on the business and operations of the Group.
On 28 February 2025, the Company engaged Prolegis LLC and Herbert Smith Freehills LLP, through their Formal Law Alliance Herbert Smith Freehills Prolegis (“HSF Prolegis”), to provide the professional legal advice. The scope of engagement included providing a legal opinion on matters whether the Company’s dealings and operations in Myanmar would violate any sanctions laws from a United States (“US”) or from a European Union (“EU”) law perspective, and from a legal perspective, whether a potential violation would have any impact on the business and operations of the Company.
Subsequently, on 11 April 2025, the Company received the legal opinion from HSF Prolegis. Based on the facts and information provided, HSF Prolegis concluded that the Group has not breached the Relevant Foreign Laws and that the risk of a potential violation of US or EU sanctions having an impact on the business and operations of the Group is minimal.
Impact on political instability on Myanmar operations
As political instability in Myanmar continue to present challenges during financial year 2025, the Group will continue to monitor the situation closely. While current operations remain on-going, the Group’s operations and financial results may continue be impacted, as there remains a potential risk of disruption to its activities in Myanmar. Management is currently unable to reliably estimate the potential longer-term impact on the Group’s financial performance. Should the abovementioned situation persists beyond management’s current expectation, the Group’s assets may be subject to impairment in the future financial periods.
2. MATERIAL ACCOUNTING POLICIES
(a) Basis of Preparation
These financial statements have been prepared in accordance with the Singapore Financial Reporting Standards (International) (“SFRS(I)s”) and International Financial Reporting Standards (“IFRS”) under the historical cost convention, except as disclosed in the accounting policies below.
The preparation of financial statements in conformity with SFRS(I)s requires management to exercise its judgement in the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
64
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
- (a) Basis of Preparation (Continued)
Interpretations and amendments to published standards effective in 2025
On 1 January 2025, the Group has adopted the new or amended SFRS(I) and Interpretations of SFRS(I) (“INT SFRS(I)”) that are mandatory for application for the financial year. Changes to the Group’s accounting policies have been made as required, in accordance with the transitional provisions in the respective SFRS(I) and INT SFRS(I).
Effective for annual periods beginning on or after 1 January 2025
1 January 2025 Amendments to: – SFRS(I) 1-21: Lack of Exchangeability
The amendments listed above did not have any impact on the amounts recognised in prior periods and not expected to significantly affect the current or future periods.
The following are the new and amended Standards and Interpretations (issued by the Accounting Standards Council Singapore (“ASC”) up to 31 December 2025 that are not yet applicable, but may be early adopted for the current financial year.
Annual periods commencing on
Description
1 January 2026 Amendments to SFRS(I) 9 and SFRS(I) 7: Amendments to the Classification and Measurement of Financial Instruments Annual Improvements to SFRS(I)s – Volume 11 Amendments to SFRS(I) 9 and SFRS(I) 7: Contracts Referencing Naturedependent Electricity
1 January 2027 SFRS(I) 18: Presentation and Disclosure in Financial Statements SFRS(I) 19: Subsidiaries without Public Accountability: Disclosures
The new or amended accounting Standards and Interpretations listed above are not mandatory for 31 December 2025 reporting periods and have not been early adopted by the Group. These are not expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions.
(b) Group Accounting
(i) Subsidiary Corporations
(1) Consolidation
Subsidiary corporations are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiary corporations are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date on which control ceases.
In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions between group entities are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment indicator of the transferred asset. Accounting policies of subsidiary corporation has been changed where necessary to ensure consistency with the policies adopted by the Group.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
65
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
(b) Group Accounting (Continued)
(i) Subsidiary Corporations (Continued)
(1) Consolidation (Continued)
Non-controlling interests comprise the portion of a subsidiary corporation’s net results of operations and its net assets, which is attributable to the interests that are not owned directly or indirectly by the equity holders of the Company. They are shown separately in the consolidated statement of comprehensive income, consolidated statement of changes in equity, and consolidated statement of financial position. Total comprehensive income is attributed to the non-controlling interests based on their respective interests in a subsidiary corporation, even if this results in the non-controlling interests having a deficit balance.
Investments in subsidiary corporations are carried at cost less accumulated impairment losses in the Company’s statement of financial position. On disposal of such investments, the difference between the disposal proceeds and the carrying amounts of the investments are recognised in profit or loss.
(2) Acquisition
The acquisition method of accounting is used to account for business combinations entered into by the Group.
The consideration transferred for the acquisition of a subsidiary corporation or business comprises the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes any contingent consideration arrangement and any pre-existing equity interest in the subsidiary corporation measured at their fair values at the acquisition date.
Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.
On an acquisition-by-acquisition basis, the Group recognises any non-controlling interests in the acquiree at the date of acquisition either at fair value or at the non-controlling interests’ proportionate share of the acquiree’s identifiable net assets.
Where the business combination is achieved in stages, the fair value of the previously held interest immediately before the acquisition date shall form part of the total purchase consideration. That acquisition date fair value shall be disclosed together with the amount of any gain or loss recognised as a result of re-measuring to fair value the previously held interest, and the line item in the statement of comprehensive income where that gain or loss is included.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to the asset or liability is recognised in accordance with SFRS(I) 7 Financial Instruments: Disclosures either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the net identifiable assets acquired is recorded as goodwill. Please refer to the Note 2(d) “Intangible Assets” for the subsequent accounting policy on goodwill.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
66
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
(b) Group Accounting (Continued)
(i) Subsidiary Corporations (Continued)
(3) Disposals
When a change in the Group’s ownership interest in a subsidiary corporation result in a loss of control over the subsidiary corporation, the assets and liabilities of the subsidiary corporation including any goodwill are derecognised. Amounts previously recognised in other comprehensive income in respect of that entity are also reclassified to profit or loss or transferred directly to retained profits if required by a specific SFRS(I).
Any retained equity interest in the entity is re-measured at fair value. The difference between the carrying amount of the retained interest at the date when control is lost and its fair value is recognised in profit or loss.
Please refer to the paragraph “Investments in subsidiary corporations, associated companies and joint operations” for the accounting policy on investments in subsidiary corporations in the separate financial statements of the Company.
(ii) Transactions with Non-Controlling Interests
Changes in the Group’s ownership interest in a subsidiary corporation that do not result in loss of control over the subsidiary corporation are accounted for as transactions with equity owners of the Company. Any difference between the change in the carrying amounts of the non-controlling interests and the fair value of the consideration paid or received is recognised within equity attributable to the equity holders of the Company.
(iii) Reverse Acquisition
Consolidated financial statements prepared following a reverse acquisition are issued under the name of the legal parent (accounting acquiree) but described in the notes as a continuation of the financial statements of the legal subsidiary corporation (accounting acquirer), with one adjustment, which is to adjust retroactively the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree.
Because the consolidated financial statements represent the continuation of the financial statements of the legal subsidiary corporation except for its capital structure, the consolidated financial statements reflect:
-
the assets and liabilities of the legal subsidiary corporation (the accounting acquirer) recognised and measured at their pre-combination carrying amounts;
-
the assets and liabilities of the legal parent (the accounting acquiree) are recognised at fair value and measured in accordance with SFRS(I) 3 Business Combination at the acquisition date;
-
• the retained profits and other equity balances of the legal subsidiary corporation (the accounting acquirer) before the business combination; and
-
the amount recognised as issued equity interests in the consolidated financial statements is determined by adding the issued equity interest of the legal subsidiary corporation (the accounting acquirer) outstanding immediately before the business combination to the cost of reverse acquisition determined in accordance with SFRS(I) 3. However, the equity structure (i.e. the number and type of equity interests issued) reflects the equity structure of the legal parent (the accounting acquiree), including the equity interests issued by the legal parent to effect the combination. Accordingly, the equity structure of the legal subsidiary corporation (the accounting acquirer) is restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal parent (the accounting acquiree) issued in the reverse acquisition.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
67
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
(b) Group Accounting (Continued)
(iv) Joint Operation
The Group’s joint operation is joint arrangement whereby the parties (the joint operators) that have joint control of the arrangement have rights to the assets, and obligations to the liabilities, relating to the arrangement.
The Group recognises, in relation to its interest in the joint operation:
-
its assets, including its share of any assets held jointly;
-
its liabilities, including its share of any liabilities incurred jointly;
-
its revenue from the sale of its share of the output arising from the joint operation;
-
its share of the revenue from the sale of the output by the joint operation; and
-
its expenses, including its share of any expenses incurred jointly.
When the Group sells or contributes assets to a joint operation, the Group recognises gains or losses on the sale or contribution of assets that is attributable to the interest of the other joint operators. The Group recognises the full amount of any loss when the sale or contribution of assets provides evidence of a reduction in the net realisable value, or an impairment loss, of those assets.
When the Group purchases assets from a joint operation, it does not recognise its share of the gains and losses until it resells the assets to a third party. However, a loss on the transaction is recognised immediately if the loss provides evidence of a reduction in the net realisable value of assets to be purchased or an impairment loss.
The accounting policies of the assets, liabilities, revenues and expenses relating to the Group’s interest in a joint operation have been changed where necessary to ensure consistency with the accounting policies adopted by the Group. The Company applies the same accounting policy on joint operation in its separate financial statements.
(v) Associated Companies and Joint Ventures
Associated companies are entities over which the Group has significant influence, but not control, generally accompanied by a shareholding giving rise to voting rights of 20% and above but not exceeding 50%.
Joint ventures are entities over which the Group has joint control as a result of contractual arrangements, and rights to the net assets of the entities.
Investments in associated companies and joint ventures are accounted for in the consolidated financial statements using the equity method of accounting less impairment losses, if any.
(1) Acquisitions
Investments in associated companies and joint ventures are initially recognised at cost. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Goodwill on associated companies and joint ventures represents the excess of the cost of acquisition of the associated company or joint ventures over the Group’s share of the fair value of the identifiable net assets of the associated company or joint ventures and is included in the carrying amount of the investments.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
68
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
(b) Group Accounting (Continued)
- (v) Associated Companies and Joint Ventures (Continued)
(2) Equity Method of Accounting
Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Group’s share of its associated companies’ or joint ventures’ post-acquisition profits or losses of the investee in profit or loss and its share of movements in other comprehensive income of the investee’s other comprehensive income. Dividends received or receivable from the associated companies or joint ventures are recognised as a reduction of the carrying amount of the investments. When the Group’s share of losses in an associated company or joint venture equals to or exceeds its interest in the associated company or joint venture, the Group does not recognise further losses, unless it has legal or constructive obligations to make, or has made, payments on behalf of the associated company or joint venture. If the associated company or joint venture subsequently reports profits, the Group resumes recognising its share of those profits only after its share of the profits equals the share of losses not recognised. Interest in an associated company or joint venture includes any long-term loans for which settlement is never planned nor likely to occur in the foreseeable future.
Unrealised gains on transactions between the Group and its associated companies or joint ventures are eliminated to the extent of the Group’s interest in the associated companies or joint ventures. Unrealised losses are also eliminated unless the transactions provide evidence of impairment of the assets transferred. The accounting policies of associated companies or joint ventures are changed where necessary to ensure consistency with the accounting policies adopted by the Group.
(3) Disposals
Investments in associated companies or joint ventures are derecognised when the Group loses significant influence or joint control. If the retained equity interest in the former associated company or joint venture is a financial asset, the retained equity interest is measured at fair value. The difference between the carrying amount of the retained interest at the date when significant influence or joint control is lost, and its fair value and any proceeds on partial disposal, is recognised in profit or loss.
Investments in associated companies and joint ventures are carried at cost less accumulated impairment losses in the Company’s statement of financial position. On disposal of such investments, the difference between the disposal proceeds and the carrying amounts of the investments are recognised in profit or loss.
(c) Producing Oil and Gas Properties
The Group applies successful efforts method of accounting for its exploration and evaluation costs, having considered for the requirements of SFRS(I) 6 Exploration for and Evaluation of Mineral Resources .
(i) Exploration and Evaluation Phase
Exploration and evaluation activity involves the search for hydrocarbon resources, the determination of technical feasibility and the assessment of commercial viability of an identified resource.
Exploration and evaluation costs are accumulated in respect of each area of interest. Exploration and evaluation costs include the cost of acquisition, drilling, seismic, technical evaluation and feasibility studies, and include manpower and associated overhead charges incurred during the initial study period.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
69
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
(c) Producing Oil and Gas Properties (Continued)
(i) Exploration and Evaluation Phase (Continued)
Costs of evaluation and unsuccessful exploration in areas of interest where economically recoverable reserves do not currently exist (or is held under Retention Lease or equivalent) are expensed as incurred even if facilities in this area of interest are continuing. When an area of interest is abandoned or decided by the directors that it is not commercially viable, any accumulated costs in respect of that area are written off in the financial period when the decision is made. Each area of interest is also subject to technical, commercial and management review, as well as review for indicators of impairment at least once a year and its accumulated costs are written off to the extent that they will not be recoverable or impaired when proved reserves of oil and natural gas are identified and development is sanctioned by management due to unavailability of technical resources from development in near future. Each potential or recognised area of interest is evaluated as and when management deems there are indications of significant change in the oil reserves.
Exploration and evaluation costs are carried forward to where the right to tenure of the area of interest is current and they are expected to be recouped through successful development and exploitation of the area of interest, or where activities in the area of interest have not yet reached a stage that allows reasonable assessment of the existence of economically recoverable reserves. If commercial reserves have been discovered, the carrying value after the impairment loss of the relevant exploration and evaluation costs, is then reclassified as development and production assets.
(ii) Development and Production Phase
Development costs are incurred within an area of interest as a component of a commercial development phase only upon its commitment to a commercial development.
Expenditure on the construction, installation or completion of infrastructure facilities such as platforms, pipelines and the drilling of commercially proven development wells, is capitalised within development and production assets and development tangible assets according to its nature.
The cost of development and production assets are capitalised as completed wells and related facilities when drilling or construction is completed. Uncompleted wells and related facilities are not amortised as these assets are not yet available for use.
(iii) Development Tangible Assets
Development tangible assets are stated at cost less accumulated depreciation and accumulated impairment losses. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to working condition for its intended use. When assets are sold or retired, their cost and accumulated depreciation are removed from the financial statements and any gain or loss resulting from their disposal is included in profit or loss.
Subsequent expenditure relating to an asset that has already been recognised is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repair and maintenance expenses are recognised in profit or loss when incurred.
(iv) Amortisation/Depreciation
Amortisation is not charged on costs carried forward in respect of areas of interest in the development phase until production commences. When production commences, carried forward development and production assets are amortised on units of production basis over the life of the economically recoverable reserves.
Depreciation of development tangible assets are calculated on a straight-line basis so as to write off the costs of these assets over their estimated useful life of 2 to 4 years.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
70
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
-
(c) Producing Oil and Gas Properties (Continued)
-
(iv) Amortisation/Depreciation (Continued)
Fully depreciated assets are retained in the financial statements until they are no longer in use.
The residual values, estimated useful lives and depreciation method of development tangible assets are reviewed, and adjusted as appropriate, at each reporting date. The effects of any revision are recognised in profit or loss when the changes arise.
(v) Impairment
Development and production assets and development tangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to disposal and value-in-use. For the purposes of assessing impairment, assets are grouped at the lowest cash-generating-units (“CGU”) for which there are separately identifiable cash flows.
When estimating these future cash flows, the Group makes reasonable and supportable assumptions based on a range of economic conditions that will exist over the remaining useful life of the asset. Although these estimates are based on management’s best knowledge of current events and actions, actual results may ultimately differ from these estimates.
An impairment loss is recognised in profit or loss whenever the carrying amount of an asset or its CGU is estimated to exceed its recoverable amount.
An impairment loss for an asset 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. The carrying amount of an asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss for an asset is recognised in profit or loss. However, to the extent that an impairment loss on the same revalued asset was previously recognised as an expense, a reversal of that impairment is also recognised to profit or loss.
(vi) Participating Rights for Kuala Pambuang Production Sharing Contract (“KP PSC”)/Concession Rights for Improved Petroleum Recovery Contracts (“IPRCs”)
Participating/Concession rights relate to the Group’s legal rights to explore, develop and produce oil and petroleum products. Participating/Concession rights acquired in a business combination are initially recognised at cost, which represents fair value at the date of acquisition, and are subsequently carried at cost less accumulated amortisation and impairment losses.
Concession rights are amortised on a straight-line basis from the date of initial recognition over the extended period of IPRCs. The extended period of IPRCs is 11 years from 4 April 2017 to 3 April 2028. No amortisation is charged for KP PSC during the exploration and evaluation phase.
(d) Intangible Assets
- (i) Goodwill on Reverse Acquisition
Goodwill arising from reverse acquisition represents the excess of the deemed cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired of the legal parent (the accounting acquiree). Goodwill is tested for its impairment at least annually or more frequently if events or changes in circumstances indicate that the goodwill may be impaired.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
71
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
(d) Intangible Assets (Continued)
(ii) Goodwill on Acquisitions
Goodwill on acquisitions of subsidiary corporations and businesses, represents the excess of (i) the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over (ii) the fair value of the identifiable net assets acquired. Goodwill on subsidiary corporations is recognised separately as intangible assets and carried at cost less accumulated impairment losses.
Goodwill on acquisitions of associated companies and joint venture represents the excess of the cost of acquisition over the Group’s share of the fair value of the identifiable net assets acquired. Goodwill on associated companies is included in the carrying amount of the investments.
Gains and losses on the disposal of subsidiary corporations, joint operations, associated companies and joint venture include the carrying amount of goodwill relating to the entity sold.
(iii) Computer Software
Computer software is initially capitalised at cost which includes the purchase prices (net of any discounts and rebates) and other directly attributable costs of preparing the asset for its intended use. Computer software is subsequently carried at cost less accumulated amortisation and accumulated impairment losses. The cost is amortised to profit or loss using straight-line basis over their estimated useful life of 3 to 4 years.
The amortisation period and the amortisation method of intangible assets other than goodwill are reviewed at least at each reporting date. The effects of any revision are recognised in profit or loss when the changes arise.
(e) Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to working condition for its intended use. When assets are sold or retired, their costs and accumulated depreciation are removed from the financial statements and any gain or loss resulting from their disposal is included in profit or loss.
Subsequent expenditure relating to property, plant and equipment that has already been recognised is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repair and maintenance expenses are recognised in profit or loss when incurred.
On disposal of an item of property, plant and equipment, the difference between the disposal proceeds and its carrying amount is recognised in profit or loss.
Depreciation
Depreciation on property, plant and equipment is calculated using the straight-line basis to allocate their depreciable amounts over their respective estimated useful lives as follows:
| Computers | 3 years |
|---|---|
| Office equipment | 3 years |
| Renovations, furniture and fittings | 2 to 3 years |
| Pumping tools | 8 years |
| Motor vehicles | 4 to 8 years |
The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, at each reporting date. The effects of any revision are recognised in profit or loss when the changes arise.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
72
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
(f) Impairment of Non-financial Assets other than Producing Oil and Gas Properties
(i) Goodwill
Goodwill is reviewed for impairment whenever there is an indication of impairment and at least once a year.
For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Group’s CGU expected to benefit from synergies arising from the business combination. An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceeds the recoverable amount of the CGU. The recoverable amount of a CGU is the higher of the CGU’s fair value less costs to disposal and value-in-use. The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset in the CGU.
An impairment loss on goodwill is recognised as an expense and is not reversed in a subsequent period.
(ii) Other Non-Financial Assets
Other non-financial assets including intangible assets, property, plant and equipment, right-of-use assets, investments in subsidiary corporations, associated companies and joint venture are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired.
For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less costs to disposal and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash inflows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the CGU to which the asset belongs. When estimating these future cash flows, management makes reasonable and supportable assumptions based on a range of economic conditions that will exist over the remaining useful life of the asset. Although these estimates are based on management’s best knowledge of current events and actions, actual results may ultimately differ from these estimates.
If the recoverable amount of the asset (or CGU) is estimated to be less than the carrying amount, the carrying amount of an asset (or CGU) is reduced to its recoverable amount.
The difference between the carrying amount and recoverable amount is recognised as an impairment loss in profit or loss, unless the asset is carried at revalued amount, in which case, such impairment loss is treated as a revaluation decrease.
For an asset other than goodwill, management assesses at the end of the reporting period whether there is any indication that an impairment recognised in prior periods may no longer exist or may have decreased. If any such indication exists, the recoverable amount of that asset is estimated and may result in a reversal of impairment loss. The carrying amount of this asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in prior years.
A reversal of impairment loss for an asset other than goodwill is recognised in profit or loss, unless the asset is carried at revalued amount, in which case, such reversal is treated as a revaluation increase. However, to the extent that an impairment loss on the same revalued asset was previously recognised as an expense, a reversal of that impairment is also recognised in profit or loss.
(g) Trade and Other Payables
Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. They are classified as current liabilities if payment is due within one year or less (or in normal operating cycle of the business if longer). Otherwise, they are presented as non-current liabilities.
Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost using the effective interest method.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
73
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
(h) Provisions
(i) General
A provision is recognised when the Company or the Group has a present legal or constructive obligation as a result of a past event, it is more likely than not that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated.
A provision for onerous contracts is recognised when the expected benefits from a contract are lower than the unavoidable cost of meeting the obligations under the contract.
(ii) Environmental Expenditures and Liabilities
Liabilities for environmental and restoration costs are recognised when a clean-up is probable and the associated costs can be reliably estimated. The obligation generally arises when the asset is installed or the ground/environment is disturbed at the field location. When the liabilities are recognised, the present value of the estimated cost is capitalised by increasing the carrying amount of the producing oil and gas properties. The amount recognised is the best estimate of the expenditure required. If the effect of the time value of money is material, the amount recognised is the present value of the estimated future expenditure.
Changes in the estimated timing or amount of the expenditure or discount rate for environmental and restoration costs are adjusted against the cost of the producing oil and gas properties, unless the decrease in the liability exceeds the carrying amount of the producing oil and gas properties or the producing assets has reached the end of its contract period. In such cases, the excess of the decrease over the carrying amount of the producing oil and gas properties or the changes in the liability is recognised in profit or loss immediately.
(iii) Dismantlement, Removal and Restoration of Right-of-use Assets
Provisions for asset dismantlement, removal or restoration are recognised when the Group has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amounts have been reliably estimated.
The Group recognises the estimated costs of dismantlement, removal or restoration of items of right-of-use assets arising from use of assets. This provision is estimated based on the best estimate of the expenditure required to settle the obligation, taking into consideration time value of money.
Changes in the estimated timing or amount of the expenditure or discount rate for asset dismantlement, removal and restoration costs are adjusted against the cost of right-of-use assets, unless the decrease in the liability exceeds the carrying amount of the asset or the asset has reached the end of its useful life. In such cases, the excess of the decrease over the carrying amount of the asset or the changes in the liability is recognised in profit or loss immediately.
(i) Income Taxes
(i) Current Income Tax
Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the reporting date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a tax authority will accept an uncertain tax treatment. The Group measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
74
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
-
(i) Income Taxes (Continued)
-
(ii) Deferred Income Tax
Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.
A deferred income tax liability is recognised on temporary differences arising on investments in subsidiary corporations, associated companies and joint venture, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
A deferred income tax asset is recognised to the extent it is probable that the future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised.
Deferred income tax is measured:
-
(1) at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the reporting date; and
-
(2) based on the tax consequence that will follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amounts of its assets and liabilities.
Current and deferred income taxes are recognised as income or expense in profit or loss, except to the extent that the tax arises from a business combination or a transaction which is recognised directly in equity. Deferred tax arising from a business combination is adjusted against goodwill on acquisition.
(j) Borrowings and Finance Costs
Borrowings are presented as current liabilities unless, at the end of the reporting period, the Group has an unconditional right to defer settlement for at least twelve months after the year end date, in which case they are presented as non-current liabilities.
Borrowings are initially recognised at fair value (net of transaction costs) and subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.
Interest expense and similar charges are expensed in profit or loss in the period during which they are incurred, except to the extent that the expense is being capitalised as part of a cost that is directly attributable to the acquisition, construction or production of an asset which necessarily takes a substantial period of time to get ready for its intended use or sale. All borrowing costs are recognised in profit or loss using the effective interest method.
(k) Employee Compensation
The Group operates both defined contribution post-employment benefit plans and defined benefit plans. Employee benefits are recognised as an expense, unless the cost qualifies to be capitalised as an asset.
(i) Defined Contribution Plans
Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities such as the Central Provident Fund on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The Group’s contributions are recognised as employee compensation expense when they are due.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
75
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
(k) Employee Compensation (Continued)
(ii) Defined Benefit Plans
Defined benefit plans are post-employment benefit pension plans other than defined contribution plans. Defined benefit plans typically define the amount of benefit that an employee will receive on or after retirement, usually dependent on one or more factors such as age, years of service and compensation.
The liability recognised in the statement of financial position in respect of defined benefit plan is the present value of the defined benefit obligation at the reporting date less the fair value of the plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using market yields of high-quality corporate bonds that are denominated in the currency and the country in which the benefits will be paid, and have tenures approximating to that of the related post-employment benefit obligations.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income in the period when they arise. The experience adjustments are not to be reclassified to profit or loss in a subsequent period.
Past service costs are recognised immediately in profit or loss.
(iii) Employee Leave Entitlements
Employee entitlements to annual leave are recognised when they accrue to employees. An accrual is made for the estimated liability for unutilised annual leave as a result of services rendered by employees up to the reporting date.
(iv) Share-Based Compensation
The Group operates an equity-settled, share-based compensation plan. The value of the employee services received in exchange for the grant of options is recognised as an expense with a corresponding increase in the share option reserve over the vesting period. The total amount to be recognised over the vesting period is determined by reference to the fair value of the options granted on grant date. Non-market vesting conditions are included in the estimation of the number of shares under options that are expected to become exercisable on the vesting date. At each reporting date, the Group revises its estimates of the number of shares under options that are expected to become exercisable on the vesting date and recognises the impact of the revision of the estimates in profit or loss, with a corresponding adjustment to the share option reserve over the remaining vesting period.
When the options are exercised, the proceeds received (net of transaction costs) and the related balance previously recognised in the share option reserve is credited to the share capital account, when new ordinary shares are issued.
Where the terms of the share option plan are modified, the expense that is not yet recognised for the award is recognised over the remaining vesting period as if the terms had not been modified. Additional expense is recognised for any increase in the total fair value of the share options due to the modification, as measured at the date of modification.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
76
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
(l) Financial Assets
- (i) Classification and Measurement
The Group classifies its financial assets in the following measurement categories:
-
Amortised cost;
-
Fair value through other comprehensive income (“FVOCI”); and
-
Fair value through profit or loss (“FVPL”).
The classification depends on the Group’s business model for managing the financial assets as well as the contractual terms of the cash flows of the financial asset.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.
The Group reclassifies debt instruments when and only when its business model for managing those assets changes.
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.
At subsequent measurement
- (1) Debt instruments
Debt instruments mainly comprise cash and cash equivalents, trade and other receivables, listed and unlisted debt securities.
There are three subsequent measurement categories, depending on the Group’s business model for managing the asset and the cash flow characteristics of the asset:
-
Amortised cost: Debt instruments that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt instrument that is subsequently measured at amortised cost and is not part of a hedging relationship is recognised in profit or loss when the asset is derecognised or impaired. Interest income from these financial assets is included in interest income using the effective interest rate method.
-
FVOCI: Debt instruments that are held for collection of contractual cash flows and for sale, and where the assets’ cash flows represent solely payments of principal and interest, are classified as FVOCI. Movements in fair values are recognised in other comprehensive income (“OCI”) and accumulated in fair value reserve, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses, which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and presented in “other income, net”. Interest income from these financial assets is recognised using the effective interest rate method and presented in “other income, net”.
-
FVPL: Debt instruments that are held for trading as well as those that do not meet the criteria for classification as amortised cost or FVOCI are classified as FVPL. Movement in fair values and interest income is recognised in profit or loss in the period in which it arises and presented in “other income, net”.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
77
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
(l) Financial Assets (Continued)
(i) Classification and Measurement (Continued)
At subsequent measurement (Continued)
- (2) Equity Investments
The Group subsequently measures all its equity investments at their fair values. Equity investments are classified as FVPL with movements in their fair values recognised in profit or loss in the period in which the changes arise and presented in “other income, net”, except for those equity securities which are not held for trading. The Group has elected to recognise changes in fair value of equity securities not held for trading in OCI as these are strategic investments and the Group considers this to be more relevant. Movements in fair values of investments classified as FVOCI are presented as “fair value gains/(losses)” in OCI. Dividends from equity investments are recognised in profit or loss as “dividend income”.
(ii) Impairment
The Group assesses on a forward-looking basis the expected credit loss associated with its debt financial assets carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. Note 34(b) details how the Group determines whether there has been a significant increase in credit risk.
For trade receivables, the Group applies the simplified approach permitted by the SFRS(I) 9 Financial Instruments , which requires expected lifetime losses to be recognised from initial recognition of the receivables.
(iii) Recognition and De-recognition
Regular way purchases and sales of financial assets are recognised on trade date – the date on which the Group commits to purchase or sell the asset.
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.
On disposal of a debt instrument, the difference between the carrying amount and the sale proceeds is recognised in profit or loss. Any amount previously recognised in OCI relating to that asset is reclassified to profit or loss.
On disposal of an equity investment, the difference between the carrying amount and sales proceed is recognised in profit or loss if there was no election made to recognise fair value changes in OCI. If there was an election made, any difference between the carrying amount and sales proceed amount would be recognised in OCI and transferred to retained profits along with the amount previously recognised in OCI relating to that asset.
(m) Cash and Cash Equivalents
Cash and cash equivalents comprise cash balances, bank balances and bank deposits which are subject to an insignificant risk of change in value. For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents are presented net of bank overdrafts (if any) which are repayable on demand and which form an integral part of the Group’s cash management and restricted cash. As restricted cash is not available for use by the Group, therefore it is not considered highly liquid and is excluded from cash and cash equivalents.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
78
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
(n) Inventories
Inventories comprise mainly consumable stocks, spare parts, fuel, lubricants and supplies which are carried at the lower of cost and net realisable value. Cost is determined using the first-in-first-out method.
(o) Revenue Recognition
(i) Sale of Oil and Petroleum Products
The Group is principally engaged in the business of petroleum exploration and production. Revenue from the sale of oil and petroleum products is recognised when control of goods is transferred to the customer being when the product is physically transferred into a vessel, pipe and by other delivery mechanism at an amount that reflects the consideration to which the Group expects to be entitled in exchange of those goods.
(ii) Interest Income
Interest income from bank deposits, convertible bonds/notes and advances made to third party are accrued on a time basis with reference to the principal outstanding and the interest rate applicable.
(iii) Dividend Income
Dividend income from subsidiary corporations is recognised when the right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to the Group, and the amount of the dividend can be reliably measured.
(iv) Management and Petroleum Services Fees
Management and petroleum services fees are recognised upon the rendering of management and consultation services to and the acceptance by associated companies and joint operations.
(p) Currency Translation
(i) 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 are presented in United States Dollar (“USD or US$”), which is the functional currency of the Company.
(ii) Transactions and Balances
Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates at the dates of the transactions. Currency exchange differences resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the reporting date are recognised in profit or loss. Monetary items include primary financial assets (other than equity investments), contract assets and financial liabilities. However, in the consolidated financial statements, currency translation differences arising from borrowings in foreign currencies and other currency instruments designated and qualifying as net investment hedges and net investment in foreign operations, are recognised in OCI and accumulated in the currency translation reserve.
When a foreign operation is disposed of or any loan forming part of the net investment of foreign operation is repaid, a proportionate share of the accumulated currency translation differences is reclassified to profit or loss, as part of the gain or loss on disposal.
Foreign exchange gains and losses that relate to borrowings are presented in profit or loss within “finance expenses”. All other foreign exchange gains and losses impacting profit or loss are presented in profit or loss within “other income, net.”
Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
79
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
(p) Currency Translation (Continued)
(iii) Translation of Group Entities’ Financial Statements
The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
-
(1) Assets and liabilities are translated at the closing exchange rates at the reporting date;
-
(2) Income and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the dates of transactions); and
-
(3) All resulting foreign currency translation differences are recognised in OCI and accumulated in the currency translation reserve. These currency translation differences are reclassified to profit or loss on disposal or partial disposal with loss of control of the foreign operation.
Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and translated at the closing rates at the reporting date.
(q) Leases
When the Group is the lessee:
At the inception of the contract, the Group assesses if the contract contains a lease. A contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Reassessment is only required when the terms and conditions of the contract are changed.
(i) Right-of-use Assets
The Group recognises right-of-use asset and lease liability at the date which the underlying asset is available for use. Right-of-use assets are measured at cost which comprises the initial measurement of lease liabilities adjusted for any leased payments made at or before the commencement date and lease incentive received. Any initial direct costs that would not have been incurred if the lease had not been obtained are added to the carrying amount of the right-of-use assets. The cost of the right-of-use assets includes an estimated of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site of which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease, unless those costs are incurred to produce inventories.
The lessee incurs the obligation for those costs either at the commencement date or as a consequence of having used the underlying asset during a particular period.
These right-of-use assets are subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
Right-of-use assets are presented separately as “Right-of-use assets”.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
80
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
- (q) Leases (Continued)
(ii) Lease Liabilities
The initial measurement of lease liability is measured at the present value of the lease payments discounted using the implicit rate in the lease, if the rate can be readily determined. If that rate cannot be readily determined, the Group shall use its incremental borrowing rate.
Lease payments include the following:
-
Fixed payment (including in-substance fixed payments), less any lease incentives receivables;
-
• Variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the commencement date;
-
Amount expected to be payable under residual value guarantees;
-
The exercise price of a purchase option if is reasonably certain to exercise the option, and
-
Payment of penalties for terminating the lease, if the lease term reflects the Group exercising that option.
For contracts that contain both lease and non-lease components, the Group allocates the consideration to each lease component on the basis of the relative stand-alone price of the lease and non-lease component. The Group has elected to not separate lease and non-lease component for property leases and account these as one single lease component.
Lease liability is measured at amortised cost using the effective interest method. Lease liability shall be re-measured when:
-
There is a change in future lease payments arising from changes in an index or rate;
-
There is a change in the Group’s assessment of whether it will exercise an extension option; or
-
• There is modification in the scope or the consideration of the lease that was not part of the original term.
Lease liability is re-measured with a corresponding adjustment to the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use assets has been reduced to zero.
(iii)
Short Term and Low Value Leases
The Group has elected to not recognise right-of-use assets and lease liabilities for short-term leases that have lease terms of twelve months or less and leases of low value leases, except for sublease arrangements. Lease payments relating to these leases are expensed to profit or loss on a straight-line basis over the lease term.
(iv) Variable Lease Payments
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 triggered those lease payments.
(r) Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Board of Directors whose members are responsible for allocating resources and assessing performance of the operating segments.
(s) Dividends to Company’s Shareholders
Dividends to the Company’s shareholders are recognised when the dividends are approved for payment by the shareholders at general meetings.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
81
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
(t) Fair Value Estimation
The fair values of financial instruments traded in active markets (such as exchange-traded and over-the-counter securities and derivatives) are based on quoted market prices at the reporting date. The quoted market prices used for financial assets are the current bid prices and the appropriate quoted market prices used for financial liabilities are the current asking prices.
The fair values of current financial assets and liabilities are carried at amortised cost approximate their carrying amounts.
(u) Government Grants
Grants from the government are recognised as a receivable at their fair value when there is reasonable assurance that the grant will be received and the Group will comply with all the attached conditions.
Government grants receivable are recognised as income over the periods necessary to match them with the related costs which they are intended to compensate, on a systematic basis. Government grants relating to expenses are deducted in reporting the related expense.
(v) Share Capital and Treasury Shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.
When any entity within the Group purchases the Company’s ordinary shares (“treasury shares”), the carrying amount which includes the consideration paid and any directly attributable transaction costs is presented as a component within equity attributable to the Company’s equity holders, until they are cancelled, sold or reissued.
When treasury shares are subsequently cancelled, the cost of treasury shares are deducted against the share capital account if the shares are purchased out of capital of the Company, or against the retained profits of the Company if they shares are purchased out of earnings of the Company.
When treasury shares are subsequently sold or reissued pursuant to an employee share option plan, the cost of treasury shares is reversed from the treasury account and the realised gain or loss on sale or reissue, net of any directly attributable incremental transaction costs and related income tax, is recognised in the capital reserve.
3. CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGEMENTS
Estimates, assumptions and judgements are continually evaluated and are based on historical, relevant factors and conditions, including expectation of future events that are believed to be reasonable under the circumstances.
(a) Impairment of Exploration and Evaluation (“E&E”) Assets
As disclosed in Note 2(c)(i) to the financial statements, the Group applies successful efforts method in accounting for its E&E costs in accordance with SFRS(I) 6 Exploration for and Evaluation of Mineral Resources .
The Group’s E&E assets relate to exploration costs incurred for KP PSC, Indonesia. Under SFRS(I) 6, E&E assets are assessed for impairment when facts and circumstances indicate that the carrying amount of E&E assets may exceed its recoverable amount. Such indicators include the expiry of exploration license, the Group’s inability or intention not to continue exploration activities and the lack of commercially viable reserves. Where such indicators exist, an impairment is measured in accordance with SFRS(I)1-36 Impairment of Assets .
The assessment of impairment indicators involves significant management judgement, particularly in evaluating the status of exploration participating rights and the Group’s ability and intention to continue with exploration activities.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
82
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
3. CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGEMENTS (CONTINUED)
(a) Impairment of Exploration and Evaluation (“E&E”) Assets (Continued)
During the financial year ended 31 December 2025, the exploration participating rights in respect of the KP PSC, Indonesia expired on 14 March 2025. Following the expiry of the exploration license, the Group is no longer able to continue exploration activities. This represents an impairment indicator under SFRS(I) 6. Accordingly, management determined that the carrying amount of the E&E assets is not recoverable and recognised a full impairment loss of US$10,483,012 (2024: nil).
The details of E&E assets are disclosed in Note 7 to the financial statements.
(b) Estimated Impairment of Producing Oil and Gas Properties
The Group assesses its producing oil and gas properties for impairment at each reporting date in accordance with SFRS(I) 1-36 Impairment of Assets . Where indicators of impairment exist, the Group estimates the recoverable amount of the asset or cash-generating unit (“CGU”) based on the higher of value-in-use (“VIU”) and fair value less costs of disposal (“FVLCD”).
The determination of the recoverable amount involves significant management judgement and estimation, particularly in forecasting future cash flows and determining appropriate discount rates. Key assumptions applied include production profiles, reserves estimates, oil price assumptions, operating and capital expenditure, and the remaining economic life of the assets.
In estimating the VIU, the Group considered future cash flows over the remaining operating period up to the expiry of the concession rights on 3 April 2028, which limits the period over which economic benefits can be derived.
In determining the FVLCD, the Group considered indicative pricing information derived from potential third-party interest in the assets, where available. Such information was assessed against market participant assumptions, taking into account the specific risk profile, remaining production life and prevailing market conditions.
Based on the impairment assessment performed as at 31 December 2025, both the VIU and FVLCD were determined to be lower than the carrying amount of the CGU. Accordingly, an impairment loss of US$6,876,656 (2024: nil) was recognised during the financial year.
As at 31 December 2025, the carrying amount of the producing oil and gas properties was US$249,998 (2024: US$9,591,114) (Note 6).
(c) Estimated Impairment of Investments in Subsidiary Corporations
The Company assesses its investments in subsidiary corporations for impairment when there are indicators that the carrying amounts may not be recoverable, in accordance with SFRS(I) 1-36 Impairment of Assets .
As the Company’s subsidiary corporations derive revenue from petroleum production, field development and exploration, any impairment on the respective entity’s non-financial assets will have a significant adverse impact on the subsidiary corporations’ financial position and performance which is considered as indication that the Company’s investments in the subsidiary corporations may need to be impaired.
Impairment losses recognised on the Group’s producing and oil properties and E&E assets represent indicators of impairment for the Company’s investment in subsidiary corporations.
The recoverable amount of the investments is determined based on VIU, derived from the expected future cash flows of the underlying cash-generating units (“CGUs”) within the subsidiary corporations. The assessment involves significant management judgement, particularly in respect of key assumptions such as production profiles, oil prices, operating and capital expenditure, and discount rates.
During the financial year ended 31 December 2025, the Group recognised impairment losses on its producing oil and gas properties and E&E assets.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
83
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
3. CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGEMENTS (CONTINUED)
(c) Estimated Impairment of Investments in Subsidiary Corporations (Continued)
Notwithstanding these impairments, the Group assessed that the Company’s investments in subsidiary corporations holding producing oil and gas properties remain recoverable. This is supported by the net tangible asset position of the relevant subsidiary corporations, their ability to generate positive operating cash flows over the remaining production period, and the existence of intra-group loan receivables due from the Company.
The Company’s exposure to subsidiary corporations holding E&E assets is not significant, the cost of investments in these subsidiary corporations is immaterial, amounting to approximately US$100, and are primarily funded through intra-group loans rather than equity contributions. Accordingly, the impairment of E&E assets does not have a material impact on the recoverability of the Company’s investments.
Based on the impairment assessment performed, the estimated recoverable amount exceeded the carrying amount of the investments. Accordingly, no impairment loss was recognised for the financial years ended 31 December 2025 and 2024.
As at 31 December 2025, the carrying amount of the Company’s investments in subsidiary corporations was US$19,130,965 (2024: US$19,062,102) (Note 9).
The recoverable amount is sensitive to changes in key assumptions, particularly oil prices and discount rates. Management has assessed that reasonably possible changes in these assumptions would not result in the recoverable amount exceeding the carrying amount.
(d) Expected Credit Losses (“ECL”) on Trade and Other Receivables
Trade Receivables
As at 31 December 2025, the Group’s trade receivables amounted to US$1,294,361 (Note 15), arising from the Group’s revenue segments – namely the exploration and operation of oil fields for crude petroleum production. Trade receivables relate mainly to receivables from the Myanma Oil and Gas Enterprise (“MOGE”) in respect of the sale of the Group’s share of petroleum entitlements.
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.
Trade receivables are written off when there is no reasonable expectation of recovery. The Group considers a trade receivable as default if the counterparty fails to make contractual payments within 120 days when they fall due, which are derived based on the Group’s historical information. Where trade receivables have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in profit or loss.
As at 31 December 2025, trade receivables were not past due and were not subject to any material credit losses.
The Group’s credit risk exposure for trade receivable is set out in Note 34(b).
Other Receivables
The Group and the Company assess on a forward-looking basis the ECL associated with its financial assets carried at amortised cost. For other receivables, the Group and the Company have applied general approach and measured loss allowance at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating the ECL, the Group and the Company consider reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Group’s and Company’s historical experience. The Group and the Company also consider the forward-looking overlay adjustments on the uncertainties in existing market conditions. The Group and the Company use relevant historical information and loss experience to determine the probability of default of the instruments.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
84
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
3. CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGEMENTS (CONTINUED)
(d) Expected Credit Losses (“ECL”) on Trade and Other Receivables (Continued)
Other Receivables (Continued)
During the financial year ended 31 December 2025, in view of the expiry of the exploration license on 14 March 2025 and the absence of the extension approval, there was uncertainty over the continuation of operations. This represents an indicator of increased credit risk for certain receivables whose recoverability is dependent on the continuation of the KP PSC.
Accordingly, the management performed an ECL assessment on other receivables from non-related parties and subsidiary corporations, taking into consideration the credit risk profile of these receivables based on qualitative and quantitative factors, including external ratings, management accounts, cash flow projections and available press information (if any). Based on the assessment, certain receivables were determined to be not recoverable due to the cessation of the underlying operations.
As a result, the ECL of US$6,651,797 was recognised at the Group level and US$4,221,445 at the Company level for the financial year ended 31 December 2025 (2024: nil).
The carrying amount of the other receivables at the reporting date is disclosed in Note 15 to the financial statements.
(e) Amortisation of Development and Production Assets (Producing Oil and Gas Properties)
The amounts recorded for amortisation and the recovery of the carrying value of development and production assets depend on the estimates of petroleum recoverable reserves and the remaining life of the contract period. There are numerous uncertainties inherent in the estimation of reserves and cash flows, including many factors beyond the Group’s control. Evaluation of reserves and cash flows includes a number of assumptions relating to factors such as initial production rates, production decline rates, ultimate recovery of reserves, timing and amount of capital expenditures, marketability of production, future petroleum prices, future operating costs and government levies that may be imposed over the producing life of the reserves. Many of these assumptions are subject to change and are beyond the Group’s control. The determination of petroleum recoverable reserves has a significant impact on future cash flows which may affect the production level and hence future sales.
The Group currently amortises development and production assets using the units of production method against management’s estimates of petroleum recoverable reserves. Changes in the petroleum recoverable reserves could impact future amortisation charges. Accordingly, there may be material adjustments made to the carrying amount of the respective assets. As at 31 December 2025, the carrying amount of the development and production assets was nil (2024: US$9,195,624) (Note 6). The amortisation charge for the financial year ended 31 December 2025 was US$2,477,699 (2024: US$1,733,703) (Note 6).
(f) Income Taxes
The Group’s profit is subject to income tax mainly in Indonesia, Myanmar and Singapore. Significant judgement is required in determining the Group-wide provisions for income taxes including capital allowances and deductibility of certain expenses. The Group has made the necessary tax provisions under the respective petroleum contracts. These income tax expenses are still subject to final tax assessments from the tax authority. If the final tax outcome allows deduction of unrecovered cost pools against profit oil, the actual tax expenses may be lower than current tax position. If such over-provision occurs, it will be reversed upon determination. The amounts of current income tax liabilities and income tax expense are disclosed in Note 20 and Note 21 respectively. Please refer to Note 33 for contingent liabilities for possible capital gain tax in Myanmar.
For Myanmar operations, the tax assessment was finalised till year of assessment 2025, as a result, there was an under provision in prior year income tax of US$6,353 (2024: over provision US$20,455). The income tax paid for the financial year ended 31 December 2025 was US$758,990 (2024: US$1,542,220).
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
85
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
3. CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGEMENTS (CONTINUED)
(f) Income Taxes (Continued)
During the financial year ended 31 December 2025, the Group re-assessed the prior year tax provisions for the Indonesia operations for the financial year ended 31 December 2014, after Technical Assistance Contract (“TAC”) expired. As a result, the Group reversed the amount of US$1,029,994 (2024: US$1,228,217) after the statute of limitations lapsed.
(g) Joint Arrangement
The Group holds 60% of the voting rights of its joint arrangement, Goldpetrol Joint Operating Company Inc. (“GJOC”). The Group has joint control over this arrangement as under the contractual agreement, unanimous consent is required from all parties for all relevant operating activities.
In assessing the classification of the joint arrangement, the Group considers:
-
(i) The structure of the joint arrangement – whether it is structured through a separate vehicle; and
-
(ii) When the arrangement is structured through a separate vehicle, the Group also considers the rights and obligations arising from:
-
(1) the legal form of the separate vehicle;
-
(2) the terms of the contractual arrangement; and
-
(3) other facts and circumstances (where relevant).
The Group has assessed that the joint arrangement shall be classified as joint operation as the Group and the other party have contractually agreed that each party shall have rights and obligations arising from the joint arrangement’s activities in proportion to the respective holdings in GJOC, and in particular both parties share the rights and obligations arising from the exploration and development concession granted, the production obtained and all related costs.
(h) Assessment of Financial Impact of Compliance with Foreign Laws and Regulations
Management has assessed the potential financial impact on the Group arising from recent allegations concerning non-compliance with US and EU sanctions laws in connection with its operations in Myanmar. In performing this assessment, the Group obtained an external legal opinion from HSF Prolegis, which indicated that, based on the facts and information provided, there has been no breach of applicable US and EU sanctions laws.
The Group’s operations in Myanmar have continued without disruption during the financial year. Management has not identified any material operational or reputational impact arising from the allegations as at the reporting date.
In light of heightened international scrutiny and evolving sanctions regimes, particularly those imposed by the US and the EU, the Group has enhanced its sanctions-related risk management and compliance framework. These include strengthened procedures over transaction screening, ongoing monitoring and assessment of counterparties associated with its principal operating entity in Myanmar.
The assessment involves significant management judgement, particularly in evaluating the evolving regulatory environment and the potential impact on the Group’s operations. Based on the information available as at the reporting date, management has concluded that there are no present obligations and no material financial impact to be recognised in the financial statements.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
86
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
3. CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGEMENTS (CONTINUED)
(i) Measurement of Fair Values
The Group has an established control framework with respect to the measurement of fair values. This includes finance team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values and reports directly to the management.
The finance team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the finance team assesses appropriateness of such information, including the classification within the fair value hierarchy. Significant valuation issues are reported to the Audit Committee.
When measuring the fair value of an asset or a liability, the Group uses observable market data to the extent available. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.
-
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
-
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
-
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirely based on the lowest input that is significant to the overall measurement.
The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting during the change has occurred. Further information about the assumptions made in measuring fair values is included in Note 12 and Note 13.
4. PROPERTY, PLANT AND EQUIPMENT
| PROPERTY, PLANT AND EQUIPMENT | ||||
|---|---|---|---|---|
| Company and Group 2025 Cost Opening balance Additions Write off Closing balance Accumulated depreciation Opening balance Depreciation charge (Note 29) Write off Closing balance Net book value as at 31 December 2025 |
Computers US$ 121,917 8,520 (2,698) 127,739 121,894 1,367 (2,698) 120,563 7,176 |
Office Equipment US$ 6,991 – – 6,991 6,991 – – 6,991 – |
Renovations, Furniture and Fittings US$ 107,178 – – 107,178 106,410 554 – 106,964 214 |
Total US$ |
| 236,086 8,520 (2,698) |
||||
| 241,908 | ||||
| 235,295 1,921 (2,698) |
||||
| 234,518 | ||||
| 7,390 |
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
87
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
4. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
| PROPERTY, PLANT AND EQUIPMENT(CON | TINUED) | |||
|---|---|---|---|---|
| Company and Group 2024 Cost Opening and Closing balance Accumulated depreciation Opening balance Depreciation charge (Note 29) Closing balance Net book value as at 31 December 2024 |
Computers US$ 121,917 121,493 401 121,894 23 |
Office Equipment US$ 6,991 6,991 – 6,991 – |
Renovations, Furniture and Fittings US$ 107,178 98,729 7,681 106,410 768 |
Total US$ |
| 236,086 | ||||
| 227,213 8,082 |
||||
| 235,295 | ||||
| 791 |
5. RIGHT-OF-USE ASSETS
Leases – The Company and the Group as a lessee
Nature of the Company and the Group’s leasing activities
Property and Office Equipment
The Company and Group lease office space and office equipment for the purpose of back office operations. During the financial year ended 31 December 2024, the Group renegotiated and modified an existing lease contract for office space, extending the lease term by another 3 years and revising the lease payments. As this extension is not part of the terms and conditions of the original lease contract, it is considered a lease modification and results in an increase in right-of-use assets. The corresponding adjustment to lease liability is recorded under “Lease Liabilities” (Note 19).
Motor Vehicles and Heavy Equipment and Machinery
The Group leases motor vehicles for internal logistic purposes and leases of heavy equipment and machinery for oil extraction operations.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
88
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
5. RIGHT-OF-USE ASSETS (CONTINUED)
- (a) Carrying amounts and depreciation charge
| Carrying amounts and depreciation charge | |||
|---|---|---|---|
| Company 2025 Cost Opening and Closing balance Accumulated depreciation Opening balance Depreciation charge Closing balance Net book value as at 31 December 2025 2024 Cost Opening and Closing balance Accumulated depreciation Opening balance Depreciation charge Closing balance Net book value as at 31 December 2024 Group 2025 Cost Opening and Closing balance Accumulated depreciation Opening balance Depreciation charge (Note 29) Closing balance Net book value as at 31 December 2025 |
Property US$ 281,781 163,827 78,637 242,464 39,317 281,781 85,190 78,637 163,827 117,954 519,735 281,385 118,767 400,152 119,583 |
Office Equipment US$ 13,937 7,200 2,787 9,987 3,950 13,937 4,413 2,787 7,200 6,737 13,937 7,200 2,788 9,988 3,949 |
Total US$ |
| 295,718 | |||
| 171,027 81,424 |
|||
| 252,451 | |||
| 43,267 | |||
| 295,718 | |||
| 89,603 81,424 |
|||
| 171,027 | |||
| 124,691 | |||
| 533,672 | |||
| 288,585 121,555 |
|||
| 410,140 | |||
| 123,532 |
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
89
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
5. RIGHT-OF-USE ASSETS (CONTINUED)
(a) Carrying amounts and depreciation charge (Continued)
| (a) | Carrying amounts and depreciation charge(Continue | d) | ||
|---|---|---|---|---|
| (b) (c) (d) |
Group 2024 Cost Opening balance Additions Closing balance Accumulated depreciation Opening balance Depreciation charge (Note 29) Closing balance Net book value as at 31 December 2024 Interest expense Interest expense on lease liabilities (Note 28) Lease expense not capitalised in lease liabilities Lease expense – short-term leases (Note 29) Total cash outflow for all the leases Cash outflow for all the leases |
Property US$ 399,338 120,397 519,735 163,562 117,823 281,385 238,350 |
Office Equipment Total US$ US$ 13,937 413,275 – 120,397 13,937 533,672 4,413 167,975 2,787 120,610 7,200 288,585 6,737 245,087 Group |
Total US$ |
| 413,275 120,397 |
||||
| 533,672 | ||||
| 167,975 120,610 |
||||
| 288,585 | ||||
| 245,087 | ||||
| 2025 2024 US$ US$ 23,500 13,284 Group |
2024 US$ |
|||
| 13,284 | ||||
| 2025 2024 US$ US$ 142,062 199,592 Group |
2024 US$ |
|||
| 199,592 | ||||
| 2025 US$ 283,729 |
2024 US$ |
|||
| 336,668 |
- (e) Future cash outflow which are not capitalised in lease liabilities
(i) Variable lease payments
There are no variable lease payments for the financial year ended 31 December 2025 and 2024 respectively.
(ii) Extension options
The leases for heavy equipment and machinery contain extension periods, for which the related lease payments had been included in lease liabilities as the Group is reasonably certain to exercise these extension option. The Group negotiates extension options to optimise operational flexibility in terms of managing the assets used in the Group’s operations. The majority of the extension options are exercisable by the Group and not by the lessor.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
90
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
6. PRODUCING OIL AND GAS PROPERTIES
| PRODUCING OIL AND GAS PROPERTIES | ||||
|---|---|---|---|---|
| Group 2025 Cost Opening balance Additions Closing balance Accumulated amortisation and impairment losses Opening balance Amortisation charge (Note 29) Impairment loss (Note 29) Closing balance Net book value as at 31 December 2025 2024 Cost Opening balance Additions Closing balance Accumulated amortisation and impairment losses Opening balance Amortisation charge (Note 29) Closing balance Net book value as at 31 December 2024 |
Development and Production Assets US$ 57,620,893 158,731 57,779,624 48,425,269 2,477,699 6,876,656 57,779,624 – 56,755,504 865,389 57,620,893 46,691,566 1,733,703 48,425,269 9,195,624 |
Development Tangible Assets US$ 6,792,316 25,575 6,817,891 6,396,826 171,067 – 6,567,893 249,998 6,644,821 147,495 6,792,316 6,201,376 195,450 6,396,826 395,490 |
Participating and Concession Rights US$ 600,000 – 600,000 600,000 – – 600,000 – 600,000 – 600,000 600,000 – 600,000 – |
Total US$ |
| 65,013,209 184,306 |
||||
| 65,197,515 | ||||
| 55,422,095 2,648,766 6,876,656 |
||||
| 64,947,517 | ||||
| 249,998 | ||||
| 64,000,325 1,012,884 |
||||
| 65,013,209 | ||||
| 53,492,942 1,929,153 |
||||
| 55,422,095 | ||||
| 9,591,114 |
During the financial year ended 31 December 2025, an impairment loss of US$6,876,656 was recognised on producing oil and gas properties in Myanmar, as the Group’s assessment of recoverable amount, using the fair value less cost of disposal method, was lower than the carrying amount. The key assumptions used for impairment assessment are disclosed under Note 3(b). No impairment loss was recognised for the financial year ended 31 December 2024.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
91
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
7. EXPLORATION AND EVALUATION ASSETS
| EXPLORATION AND EVALUATION ASSETS | ||
|---|---|---|
| Exploration | ||
| and Evaluation Participating |
||
| Assets | Rights | Total |
| Group US$ |
US$ | US$ |
| 2025 | ||
| Cost | ||
| Opening balance 20,119,680 |
1,435,258 | 21,554,938 |
| Additions 54,815 |
– | 54,815 |
| Closing balance 20,174,495 |
1,435,258 | 21,609,753 |
| Accumulated impairment losses | ||
| Opening balance 11,126,741 |
– | 11,126,741 |
| Impairment loss (Note 29) 9,047,754 |
1,435,258 | 10,483,012 |
| Closing balance 20,174,495 |
1,435,258 | 21,609,753 |
| Net book value as at 31 December 2025 – |
– | – |
| 2024 | ||
| Cost | ||
| Opening balance 20,144,881 |
1,435,258 | 21,580,139 |
| Additions 118,644 |
– | 118,644 |
| Reversals (143,845) |
– | (143,845) |
| Closing balance 20,119,680 |
1,435,258 | 21,554,938 |
| Accumulated impairment losses | ||
| Opening and Closing balance 11,126,741 |
– | 11,126,741 |
| Net book value as at 31 December 2024 8,992,939 |
1,435,258 | 10,428,197 |
| During the financial year ended 31 December 2025, the Group recognised an impairment loss of | ||
| US$10,483,012 on exploration and evaluation assets and participating | rights following the expiry of the | |
| exploration license on 14 March 2025 and the absence of the extension | approval letter from the relevant | |
| authority, which constituted an impairment indicator under SFRS(I) 6_Exploration for and Evaluation of Mineral_ | ||
| Resources. No impairment charge on E&E assets was recognised for the financial year ended 31 December | ||
| 2024. | ||
| INTANGIBLE ASSETS | ||
| Goodwill | ||
| on Reverse Acquisition Group US$ |
Computer Software US$ |
Total US$ |
| 2025 and 2024 | ||
| Cost | ||
| Opening and Closing balance 1,488,902 |
25,903 | 1,514,805 |
| Accumulated amortisation and impairment losses | ||
| Opening and Closing balance 1,488,902 |
25,903 | 1,514,805 |
| Net book value as at 31 December 2025 and 2024 – |
– | – |
During the financial year ended 31 December 2025, the Group recognised an impairment loss of US$10,483,012 on exploration and evaluation assets and participating rights following the expiry of the exploration license on 14 March 2025 and the absence of the extension approval letter from the relevant authority, which constituted an impairment indicator under SFRS(I) 6 Exploration for and Evaluation of Mineral Resources . No impairment charge on E&E assets was recognised for the financial year ended 31 December 2024.
8. INTANGIBLE ASSETS
Goodwill on Reverse Acquisition
Goodwill on reverse acquisition represents the goodwill that arose from the business combination in which Goldwater Company Limited (“GCL”) acquired the Company through a reverse acquisition on 10 July 2003. Goodwill on reverse acquisition is the difference between GCL’s deemed cost of acquisition over the fair value of assets acquired and liabilities of the Company on the reverse acquisition date (Note 2(b)(iii)).
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
92
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
8. INTANGIBLE ASSETS (CONTINUED)
The deemed cost of acquisition is derived from the total percentage of shareholdings held by the shareholders of the former Van der Horst Limited (now known as “Interra Resources Limited”) as at the reverse acquisition date and Shantex Holdings Pte. Ltd. multiplied by the net assets of GCL as at the reverse acquisition date. As a result of applying the above, goodwill on reverse acquisition amounting to US$1,488,902 was recognised in the consolidated financial statements.
Impairment Tests for Goodwill
Goodwill is allocated to the Group’s CGUs identified according to countries of operation and business segments. Goodwill on reverse acquisition is allocated to oil exploration business in Myanmar and had been fully impaired in prior financial year.
9. INVESTMENTS IN SUBSIDIARY CORPORATIONS
| INVESTMENTS IN SUBSIDIARY CORPORATIONS | ||
|---|---|---|
| Composition: Equity shares at cost Allowance for impairment Net investments in subsidiary corporations Equity shares at cost Opening balance Additions Closing balance Allowance for impairment Opening and Closing balance |
Company | |
| 2025 US$ 19,131,067 (102) 19,130,965 19,062,204 68,863 19,131,067 102 |
2024 US$ |
|
| 19,062,204 (102) |
||
| 19,062,102 | ||
| 19,062,204 – |
||
| 19,062,204 | ||
| 102 |
On 6 January 2025, the Company incorporated Haikou Interra Import & Export Trading Co., Ltd with share capital of Chinese Renminbi (“RMB”) 500,000 (equivalent to US$68,863).
The details of the subsidiary corporations as at 31 December 2025 and 2024 were as follows:
| Name of Company Goldwater Company Limited(b) Interra Resources (Indonesia) Pte. Ltd. (formerly known as Goldwater TMT Pte. Ltd.)(b) Goldwater Eagle Limited(f) Goldwater Indonesia Inc. (“GII”)(a) Interra Resources (Borneo) Pte. Ltd. (“IRB”)(b) |
Principal Activities Exploration and operation of oil fields for crude petroleum production Dormant Strike off Investment holding Investment holding |
Country of Incorporation/ Operation British Virgin Islands/ Myanmar Singapore British Virgin Islands British Virgin Islands Singapore |
Proportion of Ordinary Shares held by the Parent 2025 2024 % % 100 100 100 100 – 100 100 100 100 100 |
Proportion of Ordinary Shares held by the Group 2025 2024 % % 100 100 100 100 – 100 100 100 100 100 |
Proportion of Ordinary Shares held by Non-Controlling Interests 2025 2024 % % – – – – – – – – – – |
Proportion of Ordinary Shares held by Non-Controlling Interests 2025 2024 % % – – – – – – – – – – |
|---|---|---|---|---|---|---|
| – – – – – |
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
93
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
9. INVESTMENTS IN SUBSIDIARY CORPORATIONS (CONTINUED)
The details of the subsidiary corporations as at 31 December 2025 and 2024 were as follows:
| Name of Company Principal Activities Goldwater KP Pte. Ltd. (“GKP”)(b) Exploration and operation of oil fields for crude petroleum production Haikou Interra Import & Export Trading Co., Ltd. (“HIIET”)(d) Import and export goods, technology and agency Interra Renewable Energy (Thailand) Co., Ltd (“IRET”)(e) Investment holding Held by a subsidiary corporation, IRB PT Interra Resources Indonesia Investment (“IRII”)(c) Investment holding PT Interra Energy Services (“IES”)(c) Electrical installation and other supporting activities for mining and quarrying Held by a subsidiary corporation, IRII PT Interra Renewable Energy (“IRE”)(c) Power generation, transmission, distribution and sale of electricity and electrical installation Held by a subsidiary corporation, GKP PT Sumber Sari Rejeki (“SSR”)(c) Trading of heavy machinery Held by a subsidiary corporation, SSR PT Pambuang Investindo (“PI”)(c) Multi-industry sector Held by a subsidiary corporation, PI PT Mentari Pambuang Internasional (“MPI”)(c) Exploration and operation of oil fields for crude petroleum production |
Country of Incorporation/ Operation Singapore/ Indonesia China/China Thailand/ Thailand Indonesia/ Indonesia Indonesia/ Indonesia Indonesia/ Indonesia Indonesia/ Indonesia Indonesia/ Indonesia Indonesia/ Indonesia |
Proportion of Ordinary Shares held by the Parent 2025 2024 % % 100 100 100 – 100 – 100 – 100 – 100 – 100 100 100 100 72.75 72.75 |
Proportion of Ordinary Shares held by the Group 2025 2024 % % 100 100 100 – 100 – 100 – 100 – 100 – 100 100 100 100 72.75 72.75 |
Proportion of Ordinary Shares held by Non-Controlling Interests 2025 2024 % % – – – – – – – – – – – – – – – – 27.25 27.25 |
Proportion of Ordinary Shares held by Non-Controlling Interests 2025 2024 % % – – – – – – – – – – – – – – – – 27.25 27.25 |
|---|---|---|---|---|---|
| – – – – – – – – 27.25 |
(a) Not required to be audited under the laws of the country of incorporation
(b) Audited by CLA Global TS Public Accounting Corporation, Singapore
(c) Audited by Kanaka Puradiredja, Suhartono, a member firm of Nexia International
(d) Audited by Shanghai CLA Global TS Certified Public Accountants
(e) Incorporated on 7 November 2025
(f) Strike off on 2 May 2025
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
94
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
9. INVESTMENTS IN SUBSIDIARY CORPORATIONS (CONTINUED)
Restrictions
As at 31 December 2025 and 2024, there were no currency exchange restrictions with regards to cash and cash equivalents of the Group.
- Carrying Value of Non Controlling Interests
| Carrying Value of Non-Controlling Interests | ||
|---|---|---|
| PT Mentari Pambuang Internasional (“MPI”) | Group | |
| 2025 US$ (969,405) |
2024 US$ |
|
| 1,495,914 |
- Summarised Financial Information of Subsidiary Corporation with Material Non Controlling Interests
Set out below was the summarised financial information for subsidiary corporations that have non-controlling interests which were material to the Group. These were presented before inter-company eliminations.
Summarised Statement of Financial Position
| Summarised Statement of Financial Position | ||
|---|---|---|
| Current Assets Liabilities Total current net liabilities Non-current Assets Liabilities Total non-current net (liabilities)/assets Net (liabilities)/assets |
MPI | |
| As at 31 December 2025 2024 US$ US$ 212,101 296,177 (297,506) (304,814) (85,405) (8,637) – 8,992,939 (3,472,265) (3,494,933) (3,472,265) 5,498,006 (3,557,670) 5,489,369 |
||
| 296,177 (304,814) |
||
| (8,637) | ||
| 8,992,939 (3,494,933) |
||
| 5,498,006 | ||
| 5,489,369 |
Summarised Statement of Comprehensive Income
| Summarised Statement of Comprehensive Income | ||
|---|---|---|
| Net loss, representing total comprehensive loss Total comprehensive loss allocated to non-controlling interests |
MPI | |
| For the financial year ended 31 December 2025 2024 US$ US$ (9,125,729) (272,329) (2,486,761) (74,210) |
||
| (272,329) | ||
| (74,210) |
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
95
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
9. INVESTMENTS IN SUBSIDIARY CORPORATIONS (CONTINUED)
Summarised Statement of Cash Flows
| Cash used in operations, representing net cash used in operating activities Net cash used in investing activities Net cash provided by financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of financial year Cash and cash equivalents at end of financial year |
MPI | MPI |
|---|---|---|
| For the financial year ended 31 December 2025 2024 US$ US$ (45,155) (759) (54,716) (118,514) 56,022 128,367 (43,849) 9,094 61,499 52,405 17,650 61,499 |
||
| (759) | ||
| (118,514) | ||
| 128,367 | ||
| 9,094 52,405 |
||
| 61,499 |
Effects of Transactions with Non-controlling Interests on the Equity Attributable to Owners of the Parent
| Changes in equity attributable to shareholders of the Company arising from – Additional increase of non-controlling interests in subsidiary corporations in relation to capitalisation of loans from non-controlling shareholders as equity |
Group | Group |
|---|---|---|
| 2025 US$ 21,442 |
2024 US$ |
|
| 40,733 |
10. INVESTMENTS IN ASSOCIATED COMPANIES
| Equity shares at cost Opening balance Additions Share of losses (Note 21) Revaluation gain Closing balance |
Group | Group |
|---|---|---|
| 2025 US$ – 1,448,447 (486,939) 737 962,245 |
2024 US$ |
|
| – – – – |
||
| – |
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
96
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
10. INVESTMENTS IN ASSOCIATED COMPANIES (CONTINUED)
Set out below was the associated company of the Group as at 31 December 2025 and 2024. The associated company as listed below has share capital consisting solely of ordinary shares, which was held directly by the Group.
the Group. |
||||
|---|---|---|---|---|
| Name of Company Held by a subsidiary corporation, GII PT Indelberg Oil Indonesia (formerly known as PT Benakat Oil) (“IOI”)(a) Held by a subsidiary corporation, SSR PT Ketapang Prima Resources (“KPR”)(b) Held by a subsidiary corporation, IRII PT Nexa Core Teknologi (“NCT”)(c) |
Principal Activities Exploration and operation of oil fields for crude petroleum production Business of developing and managing industrial parks Business of developing artificial intelligence technologies and manufacturing of AI-related components |
Country of Incorporation/ Operation Indonesia/ Indonesia Indonesia/ Indonesia Indonesia/ Indonesia |
Ownership Interest 2025 2024 % % – 21.51 40.00 – 12.63 – |
|
| 21.51 – – |
(a) Completed liquidation
(b) Incorporated on 1 July 2025 (c) Incorporated on 17 June 2025
In February 2025, the Group completed the liquidation of its associated company, IOI, and derecognised the investment. The carrying amount had been fully impaired in prior years and, accordingly, no gain or loss was recognised on completion.
On 1 July 2025, the Group through its wholly owned subsidiary, SSR incorporated an associate company, KPR together with PT Mitra Investindo Tbk (“MITI”) and PT Nusantara Bina Silika (“NBS”). The Group holds 40% of the issued share capital of KPR, while MITI and NBS hold 59.9% and 0.1%, respectively. KPR was incorporated in enhancing long-term value creation of silica concessions through the development of down-streaming silica-related activity. The Group’s total investment cost amounted to Indonesian Rupiah (“Rp or IDR”) 4,000,000,000 (equivalent to US$248,447). The Group recognised its share of losses of US$5,131 for the financial period ended 31 December 2025.
On 20 October 2025, the Group through its wholly owned subsidiary, IRII entered into a share subscription agreement with NCT, an Indonesian limited liability company, to subscribe for 3,325,301 shares for a total consideration of US$1,200,000, representing 12.63% of the issued share capital of NCT. Although the Group holds 12.63% equity interest, it has significant influence over NCT by virtue of its right to appoint a director and its active participation in board-level decision-making. Accordingly, the investment was classified as an investments in an associate company and accounted for using equity method. The Group recognised its share of losses of US$481,808 for the financial period ended 31 December 2025.
There are no contingent liabilities relating to the Group’s interest in the associated companies.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
97
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
10. INVESTMENTS IN ASSOCIATED COMPANIES (CONTINUED)
Summarised financial information for associates
Summarised balance sheet
| Current assets Current liabilities Non-current assets Loss from operations Post-tax loss from operations Total comprehensive loss |
KPR NCT 31 December 2025 2025 US$ US$ 586,022 2,775,910 (415) (4,019,316) – 4,535 KPR NCT For the period ended 31 December 2025 2025 US$ US$ (12,827) (3,814,787) (12,827) (3,814,787) (12,827) (3,814,787) |
NCT |
|---|---|---|
| (3,814,787) (3,814,787) (3,814,787) |
Reconciliation of summarised financial information
Reconciliation of the summarised financial information presented, the carrying amount of the Group’s interest in associates, is as follows:
in associates, is as follows: |
|||
|---|---|---|---|
| Net assets/(liabilities) Group’s equity interest Group’s share of net assets/(liabilities) Goodwill Carrying value Carrying value of Group’s interests in associated companies |
KPR 2025 US$ 585,607 40.00% 234,243 9,089 243,332 243,332 |
NCT 31 December 2025 US$ (1,238,871) 12.63% (156,469) 875,382 718,913 718,913 |
Total |
| 2025 US$ |
|||
| (653,264) 77,774 884,471 |
|||
| 962,245 | |||
| 962,245 |
11. INVESTMENTS IN JOINT VENTURE
| Equity shares at cost Opening balance Share of losses (Note 21) Disposals (Loss)/Gain on disposals (Note 27) Closing balance |
Company 2025 2024 US$ US$ 286,925 286,925 – – (282,459) – (4,466) – – 286,925 |
Group | Group |
|---|---|---|---|
| 2025 US$ 286,925 – (282,459) (4,466) – |
2025 US$ 272,925 (7,212) (282,459) 16,746 – |
2024 US$ |
|
| 284,420 (11,495) – – |
|||
| 272,925 |
Set out below was the joint venture of the Group as at 31 December 2025 and 2024. The joint venture as listed below has share capital consisting solely of ordinary shares, which was held directly by the Group.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
98
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
11. INVESTMENTS IN JOINT VENTURE (CONTINUED)
| INVESTMENTS IN JOINT VENTURE(CO | NTINUED) | |||
|---|---|---|---|---|
| Name of Company PT Mitra Biomass Internasional (“MBI”)(a) |
Principal Activities Firewood and wood pellets production |
Country of Incorporation/ Operation Indonesia/ Indonesia |
Ownership Interest 2025 2024 % % – 40 |
|
| 40 |
(a) Audited by Kanaka Puradiredja, Suhartono, a member firm of Nexia International
The Company and the joint venture partners, PT Mitra Investindo Tbk and PT Prima Aset Lestari incorporated a new joint venture, MBI to build and operate a wood pellet plant in Sumatra, Indonesia. The Company subscribed to 40% issued share capital of MBI of Rp4,400,000,000 (equivalent to US$286,925).
The Group has joint control over joint venture as under the contractual agreements, unanimous consent is required from all parties to the arrangements for all relevant activities. The Group’s joint arrangement is structured as a limited company such that the Group and the parties to the arrangement have the rights to the net assets of the limited company under the arrangements. Therefore, these arrangements are classified as joint venture. There are no contingent liabilities relating to the Group’s interest in a joint venture company.
On 4 September 2025, the Group disposed of its 40% shareholding interests in MBI to PT Inti Bina Utama for the proceeds of Rp4,400,000,000 (equivalent to US$282,459), resulted to a gain on disposal of US$16,746.
12. FINANCIAL ASSETS, AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME (“FVOCI”)
| Opening balance Additions Fair value gain/(loss) (Note 25)(b)(iii) Revaluation gain/(loss) on currency translation Closing balance Non-current Listed equity securities: – Morella Corporation Limited – PT Mitra Investindo Tbk |
Group | Group |
|---|---|---|
| 2025 US$ 811,064 957,735 690,752 67,635 2,527,186 1,174,731 1,352,455 2,527,186 |
2024 US$ |
|
| – 939,801 (71,234) (57,503) |
||
| 811,064 | ||
| 811,064 – |
||
| 811,064 |
On 17 October 2024, the Group subscribed for 24,258,333 fully paid ordinary shares in Morella Corporation Limited (“MCL”) pursuant to a placement of shortfall shares at an issue price of Australian Dollar (“A$ or AUD”) 0.036 per share. This subscription included 12,129,166 free-attaching shortfall options. The total amount paid for the first placement shares was A$873,633 (equivalent to US$587,955). Subsequently, the Group acquired an additional 1,593,240 shares from open market for a purchase consideration of A$48,580 (equivalent to US$31,796). On 20 December 2024, the Group further subscribed for 19,230,769 shares pursuant to a second placement at an issue price of A$0.026 per share. The total amount paid for these second placement shares was A$500,000 (equivalent to US$320,050). Under SFRS(I) 9 Financial Instruments , the Group has elected to recognise changes in fair value of equity securities not held for trading in other comprehensive income (“OCI”) as these are long term strategic investments. The movement in fair value of such investments is recorded as fair value through other comprehensive income (“FVOCI”). Accordingly, a fair value gain of US$295,728 was recognised in OCI as at 31 December 2025.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
99
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
12. FINANCIAL ASSETS, AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME (“FVOCI”) (CONTINUED)
On 10 November 2025, the Group through its wholly owned subsidiary, SSR entered into a subscription agreement to subscribe for 55,944,100 new shares of MITI at a price of Rp286 per share, for an aggregate consideration of Rp16,000,000,000 (equivalent to US$957,735). Under SFRS(I) 9 Financial Instruments , the Group has elected to recognise changes in fair value of equity securities not held for trading in OCI as these are long term strategic investments. The movement in fair value of such investments is recorded as FVOCI. Accordingly, a fair value gain of US$395,024 was recognised in OCI as at 31 December 2025.
13. FINANCIAL ASSETS, AT FAIR VALUE THROUGH PROFIT OR LOSS (“FVPL”)
| Opening balance Additions Fair value gain (Note 27) Revaluation loss on currency translation Closing balance Non-current Unlisted debt securities: 8.5% SGD convertible bond due on 30 November 2026 8.0% AUD convertible notes due on 5 November 2028 Mandatory conversion loan due on 30 June 2028 Current Unlisted debt securities: 8.5% SGD convertible bond due on 30 November 2026 20.00% IDR convertible bonds due on 27 June 2026 and 23 September 2026 |
Company 2025 2024 US$ US$ 1,088,454 1,123,608 – – 65,264 – – (35,154) 1,153,718 1,088,454 – 1,088,454 – – – – – 1,088,454 1,153,718 – – – 1,153,718 – |
Group | Group |
|---|---|---|---|
| 2025 US$ 1,088,454 – 65,264 – 1,153,718 – – – – 1,153,718 – 1,153,718 |
2025 US$ 1,088,454 3,412,455 168,755 (21,464) 4,648,200 – 506,376 295,333 801,709 1,153,718 2,692,773 3,846,491 |
2024 US$ |
|
| 1,123,608 – – (35,154) |
|||
| 1,088,454 | |||
| 1,088,454 – – |
|||
| 1,088,454 | |||
| – – |
|||
| – |
On 1 November 2023, the Company participated in the joint venture in the construction of a solar farm by subscribing to a convertible bond issued by VibroPower Corporation Limited with a principal amount of Singapore dollar (“S$ or SGD”) 1,500,000 (equivalent to US$1,123,380) at coupon rate of 8.5% per annum over 36 months. During the financial year ended 31 December 2025, the Company assessed the fair value of the convertible bond under SFRS(I) 9 Financial Instruments and resulted in a fair value gain of US$36,513. As the fair value was considered not material, no fair value adjustment was recognised in profit or loss. As at 31 December 2025, the remaining maturity period of the convertible bond was less than twelve months. Accordingly, the investment was reclassified from non-current assets to current assets in the statement of financial position. The fair values of convertible bonds are based on discounted cash flows using the market interest rates for an equivalent bond as at 31 December 2025. The fair values are within Level 2 of the fair value hierarchy.
The fair value of the unlisted SGD convertible bond was estimated to be S$1,530,653 (equivalent to US$1,190,577) determined using the Binomial Option Pricing Model. The significant inputs into the model were the weighted average share price of S$0.044 per share at the reporting date, the conversion price of S$0.040 per share, standard deviation of expected share price returns of 77%, no dividend yield, the bond life of three years and the annual risk-free interest rate of 1.35% per annum. The volatility measured as the standard deviation of expected share price returns was estimated based on statistical analysis of share prices over the last three years. The conversion method calculated the fair value using cash flows discounted at a rate based on the risk-adjusted discount rate of 7.50% per annum.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
100
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
13. FINANCIAL ASSETS, AT FAIR VALUE THROUGH PROFIT OR LOSS (“FVPL”) (CONTINUED)
On 26 June 2025, the Company through its subsidiary corporation, IES, participated in the joint venture for the construction and installation of three floating solar farms in Indonesia, by subscribing to a convertible bond issued by PT Berkat Bersatu (“BB”), a limited liability company in Indonesia, with a principal amount of Rp35,000,000,000 (equivalent to US$2,179,157) bearing a coupon rate of 20% per annum. Subsequently, on 22 September 2025, the Company subscribed to a second convertible bond with BB for the construction and installation of Saguling 60 megawatts (“MW”) solar farm, with a principal amount of Rp10,000,000,000 (equivalent to US$609,481), bearing a coupon rate of 20% per annum for 12 months. As at 31 December 2025, a total principal amount of Rp45,000,000,000 (equivalent to US$2,788,638) had been disbursed. In accordance with SFRS(I) 9 Financial Instrument s, the convertible bonds are measured at fair value through profit or loss. Based on an independent valuation as at 31 December 2025, the fair value of the convertible bonds amounted to Rp45,026,702,280, compared with the aggregate principal amount of Rp45,000,000,000, resulting in a fair value gain of Rp26,702,280 (equivalent to US$1,598). The fair value gain was not considered material, accordingly, no fair value adjustment was recognised in profit or loss.
The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. Quoted market prices or dealer quotes for similar instruments are used to estimate fair value for long-term debt for disclosure purposes. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial instruments. The fair value of the convertible bonds is calculated as the present value of the estimated future cash flows based on observable yield curves. These investments are classified as Level 2 and comprise debt investments and derivative financial instruments. In circumstances, where a valuation technique for these instruments is based on significant unobservable inputs, such instruments are classified as Level 3.
On 1 July 2025, the Company through its wholly owned subsidiary corporation, SSR, entered a mandatory conversion loan agreement with PT Nusantara Bina Silika, PT Kendawangan Berkah Kersik, PT Danau Buntar Kuarsa and PT Kendawangan Prima Silika to finance the silica mine business activities licence for exploration estimated to be Rp22,674,976,800 (equivalent to US$1,400,000) with a tenure of not later than 3 years, at an interest rate at 1% above Singapore Overnight Rate Average (“SORA”) (i.e. 2.22%) per annum. As at 31 December 2025, the total loan disbursed was Rp4,903,702,000 (equivalent to US$296,367).
On 20 October 2025, the Company entered into an unsecured convertible note facility agreement with MCL to support working capital and project development, with a principal amount of A$500,000 (equivalent to US$327,450), bearing a coupon rate of 8% per annum and a tenure of 36 months. The principal amount was disbursed on 6 November 2025 for the subscription of the convertible notes. In accordance with SFRS(I) 9 Financial Instruments , the convertible notes were measured at fair value through profit or loss. As at 31 December 2025, the fair value of the convertible note were A$757,889 (equivalent to US$506,376), resulting in a fair value gain of A$$257,889 (equivalent to US$168,755), which was recognised in profit or loss.
The fair value of the unlisted AUD convertible notes were estimated to be A$757,889 (equivalent to US$506,376) determined using the Binomial Option Pricing Model. The significant inputs into the model were the weighted average share price of A$0.039 per share at the reporting date, the conversion price of A$0.030 per share, standard deviation of expected share price returns of 154%, no dividend yield, the note life of three years and the annual risk-free interest rate of 4.09% per annum. The volatility measured as the standard deviation of expected share price returns was estimated based on statistical analysis of share prices over the last three years. The conversion method calculated the fair value using cash flows discounted at a rate based on the risk-adjusted discount rate of 23.09% per annum.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
101
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
14. INVENTORIES
Consumables stock includes tubing, casing, well heads, chemicals, tools and spare parts required for drilling, oil wells and field maintenance.
oil wells and field maintenance. |
||
|---|---|---|
| Inventories – consumable stock | Group | |
| 2025 US$ 3,252,158 |
2024 US$ |
|
| 3,370,247 |
The Group has recognised a write-down of slow-moving inventories amounting to US$29,760 (Note 29) during the financial year ended 31 December 2025.
15. TRADE AND OTHER RECEIVABLES
Trade receivables relate to receivables from the MOGE in respect of the sale of the Group’s share of petroleum entitlements.
entitlements. |
|||
|---|---|---|---|
| Current Trade receivables – non-related party Loan to subsidiary corporations Less: Loss allowances (Note 34(b)) Loan to subsidiary corporations, net Other receivables – non-related parties Other receivable – subsidiary corporation Loan to associated company Less: Loss allowances (Note 34(b)) Non-current Loan to subsidiary corporations Less: Loss allowances (Note 34(b)) Loan to subsidiary corporations, net Loan to non-related parties Less: Loss allowances (Note 34(b)) |
Company 2025 2024 US$ US$ – – 6,191,704 6,162,417 (6,150,307) (6,150,307) 41,397 12,110 29,807 93,055 – 1,500,000 – – 29,807 1,593,055 – – 29,807 1,593,055 71,204 1,605,165 9,125,874 16,207,425 (9,125,874) (12,800,313) – 3,407,112 – – – – – 3,407,112 |
Group | |
| 2025 US$ – 6,191,704 (6,150,307) 41,397 29,807 – – 29,807 – 29,807 71,204 9,125,874 (9,125,874) – – – – |
2025 US$ 1,294,361 – – – 207,965 – – 207,965 – 207,965 1,502,326 – – – 6,651,797 (6,651,797) – |
2024 US$ |
|
| 3,191,360 – – |
|||
| – 261,447 – 528,395 |
|||
| 789,842 (528,395) |
|||
| 261,447 | |||
| 3,452,807 | |||
| – – |
|||
| – 6,643,403 – |
|||
| 6,643,403 |
During the financial year ended 31 December 2025, loss allowance of US$4,221,445 (2024: nil) was recognised on the advances made to GKP under non-current loan to subsidiary corporations.
During the financial year ended 31 December 2025, the loan to an associated company, IOI of US$528,395 which was fully impaired in prior financial year ended 31 December 2019 was written off upon the completion of liquidation. Accordingly, the Company wrote off the loss allowance of US$7,895,884 on the advances made to Goldwater Indonesia Inc. for the purpose of investment in Benakat Barat KSO.
The fair values of non-current loan receivables are computed based on cash flows discounted at market borrowing rates. The fair values are within Level 2 of the fair value hierarchy.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
102
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
15. TRADE AND OTHER RECEIVABLES (CONTINUED)
| TRADE AND OTHER RECEIVABLES(CONTIN | UED) | ||
|---|---|---|---|
| Borrowing rates Loan to subsidiary corporations Loan to non-related parties |
Company 2025 2024 % % 6.10 6.94 – – |
Group | |
| 2025 % 6.10 – |
2025 % – 8.87-9.45 |
2024 % |
|
| – 9.49-10.38 |
Company
As at 31 December 2025, the loan to subsidiary corporations were unsecured, interest-free and receivable on demand except for the loan to GKP which bear interest rate at 1.80% above Secured Overnight Financing Rate (“SOFR”) per annum i.e. 6.10% (2024: 6.94%). As at 31 December 2024, the loans are provided for the purpose of operating and development activities in their respective fields and are expected to be repaid or received upon successful development and production of the respective fields.
Group
The non-current loan to non-related parties as at 31 December 2025 was nil (2024: US$6,643,403) followed the full credit loss allowance of US$6,651,797 (2024: nil) as the recoverability dependent on the continuation of KP PSC. Accordingly, no interest was charged. On 20 January 2023, PT Mentari Abdi Nusa (“MAN”) pledged all its shares in MPI as collateral for its outstanding loan. As at 31 December 2025, the outstanding loan to MAN amounted to nil (2024: US$4,709,714).
16. OTHER CURRENT ASSETS
| Deposits Prepayments Advances to suppliers and staff |
Company 2025 2024 US$ US$ 24,994 23,140 19,079 35,622 – – 44,073 58,762 |
Group | Group |
|---|---|---|---|
| 2025 US$ 24,994 19,079 – 44,073 |
2025 US$ 33,702 76,107 244,465 354,274 |
2024 US$ |
|
| 31,841 98,148 235,179 |
|||
| 365,168 |
17. CASH AND CASH EQUIVALENTS
| Cash at banks and on hand Short-term bank deposits |
Company 2025 2024 US$ US$ 713,783 254,183 3,111,280 – 3,825,063 254,183 |
Group | Group |
|---|---|---|---|
| 2025 US$ 713,783 3,111,280 3,825,063 |
2025 US$ 5,562,257 9,517,195 15,079,452 |
2024 US$ |
|
| 2,072,721 15,892,996 |
|||
| 17,965,717 |
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
103
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
18. TRADE AND OTHER PAYABLES
| Current Trade payables – non-related parties Trade payables – related parties Accrued expenses Other payables – non-related parties Loan from subsidiary corporations Non-current Other payable – non-related party |
Company 2025 2024 US$ US$ – – – – 530,194 413,287 38,802 74,648 14,921,553 10,657,070 15,490,549 11,145,005 – – |
Group | Group |
|---|---|---|---|
| 2025 US$ – – 530,194 38,802 14,921,553 15,490,549 – |
2025 US$ 617,376 – 642,996 2,827,735 – 4,088,107 – |
2024 US$ |
|
| 722,661 90,000 567,872 2,007,902 – |
|||
| 3,388,435 | |||
| 841,949 |
Company
As at 31 December 2025 and 2024, the loan from subsidiary corporations were unsecured, interest-free and payable on demand.
Group
As at 31 December 2025, non-current other payable to non-related party related to the remaining consideration for the participating rights in KP PSC of US$1,038,001 was re-measured at amortised cost to US$934,850 (2024: US$841,949) based on the extended agreement signed by the counter-party to defer the settlement to 31 December 2026 without interest charge was reclassified from non-current to current other payable to non-related parties.
19. LEASE LIABILITIES
| LEASE LIABILITIES | |||
|---|---|---|---|
| Current Non-current Total lease liabilities |
Company 2025 2024 US$ US$ 40,789 78,323 4,125 41,654 44,914 119,977 |
Group | |
| 2025 US$ 40,789 4,125 44,914 |
2025 US$ 80,877 46,598 127,475 |
2024 US$ |
|
| 116,160 124,215 |
|||
| 240,375 |
20. CURRENT INCOME TAX LIABILITIES
| CURRENT INCOME TAX LIABILITIES | |||
|---|---|---|---|
| Opening balance Current income tax expense (Note 21) Overprovision in prior financial years (Note 21) Income tax paid Currency translation differences Closing balance |
Company 2025 2024 US$ US$ 414,979 172,246 108,678 422,420 (78,168) (24,378) (177,595) (145,703) 25,989 (9,606) 293,883 414,979 |
Group | |
| 2025 US$ 414,979 108,678 (78,168) (177,595) 25,989 293,883 |
2025 US$ 1,965,172 1,158,685 (1,101,809) (941,655) 27,724 1,108,117 |
2024 US$ |
|
| 3,035,734 1,909,777 (1,273,050) (1,697,480) (9,809) |
|||
| 1,965,172 |
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
104
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
21. INCOME TAX EXPENSE
The Company is liable to income tax in Singapore on its chargeable income arising from interest income and the management and petroleum services fees that the Company charged its subsidiary corporations. These fees charged are based on a cost plus 5% mark-up basis.
The subsidiary corporations are liable to pay income taxes in the countries where the respective petroleum contracts and operations are domiciled. The subsidiary corporations and joint operations of the Group operating in oil and gas segment have made the necessary tax provisions as required under their respective petroleum contracts.
During the financial year ended 31 December 2025, the Group re-assessed the prior year tax provisions for the Indonesia operations for the financial year ended 31 December 2014, after TAC expired. As a result, the Group reversed the amount of US$1,029,994 (2024: US$1,228,217) after the statute of limitations lapsed.
For Myanmar operations, the tax assessment was finalised till year of assessment 2025, as a result, there was an under provision in prior year income tax of US$6,353 (2024: over provision of US$20,455). The income tax paid for the financial year ended 31 December 2025 was US$758,990 (2024: US$1,542,220).
Tax expense attributable to profit or loss was made up of:
| Tax expense attributable to profit or loss was made up of: | ||
|---|---|---|
| (Loss)/Profit for the financial year: Current income tax (Note 20) – Singapore – Foreign Overprovision of current income tax in prior financial years (Note 20): – Singapore – Foreign |
Group | |
| 2025 US$ 108,678 1,050,007 1,158,685 (78,168) (1,023,641) (1,101,809) 56,876 |
2024 US$ |
|
| 422,420 1,487,357 |
||
| 1,909,777 (24,378) (1,248,672) |
||
| (1,273,050) | ||
| 636,727 |
The tax on the Group’s (loss)/profit before income tax differs from the theoretical amount that would arise using the Singapore standard rate of income tax was explained as follows:
| (Loss)/Profit before income tax Less: Share of losses of joint venture after tax (Note 11) Share of losses of associated companies after tax (Note 10) (Loss)/Profit before tax and share of losses of joint venture and associated companies after tax Tax calculated at tax rate of 17% (2024: 17%) Effects of: – Different tax rates in other countries – Income not subject to tax – Expenses not deductible for tax purposes – Over provision of prior financial years income tax |
Group | Group |
|---|---|---|
| 2025 US$ (24,262,571) (7,212) (486,939) (23,768,420) (4,040,631) 335,747 (128,522) 4,992,091 (1,101,809) 56,876 |
2024 US$ |
|
| 4,760,099 (11,495) – |
||
| 4,771,594 | ||
| 811,171 472,142 (306,316) 932,780 (1,273,050) |
||
| 636,727 |
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
105
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
22. SHARE CAPITAL
| Company and Group Opening and Closing balance |
2025 2024 Number of OrdinaryShares 655,498,604 655,498,604 |
2025 US$ 75,157,304 |
2024 US$ |
|---|---|---|---|
| 655,498,604 | 75,157,304 |
All issued ordinary shares are fully paid. There is no par value for these ordinary shares.
Fully paid ordinary shares carry one vote per share and carry a right to dividends as and when declared by the Company.
These newly issued ordinary shares ranked pari passu in all respects with the existing ordinary shares.
23. TREASURY SHARES
| TREASURY SHARES | |||
|---|---|---|---|
| Company and Group Opening balance Purchase of treasury shares Closing balance |
2025 2024 Number of OrdinaryShares 19,588,400 – 2,876,100 19,588,400 22,464,500 19,588,400 |
2025 US$ (591,818) (81,698) (673,516) |
2024 US$ |
| 19,588,400 2,876,100 22,464,500 |
– (591,818) |
||
| (591,818) |
Treasury shares relate to ordinary shares of the Company that is held by the Company.
During the financial year, the Company acquired 2,876,100 shares of the Company by way of market acquisition and all shares acquired are held as treasury shares. As at 31 December 2025, the Company had 22,464,500 treasury shares, representing 3.55% (2024: 2.99%) of the total number of shares outstanding.
There were no sales, transfers, cancellation and/or use of treasury shares as at the end of the current financial year reported on.
24. SHARE OPTIONS
The Interra Share Option Plan 2017 (“ISOP 2017”) was approved by members of the Company at an Extraordinary General Meeting on 28 April 2017. ISOP 2017 provides a means to recruit, retain and give recognition to directors of the Group, employees, controlling shareholders and/or their associates, who have contributed to the success and development of the Group with an opportunity to participate in the equity of the Company and to motivate them to better performance through increased dedication and loyalty.
Subject to the absolute discretion of the Remuneration Committee, the controlling shareholders and/or their associates are eligible to participate in the ISOP 2017, provided that the participation of the controlling shareholders and/or their associates and the actual number of shares comprised in the option(s) and terms of such option(s) to be granted to any of them only be effected with the specific prior approval of independent shareholders in a general meeting in separate resolutions. The aggregate number of shares over which options can be granted to one controlling shareholder or his associate shall not exceed 10% of the total number of shares available under the ISOP 2017, and the aggregate number of shares over which options can be granted to all controlling shareholders and their associates shall not exceed 25% of the total number of shares available under the ISOP 2017.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
106
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
24. SHARE OPTIONS (CONTINUED)
Under the ISOP 2017, options to subscribe for the ordinary shares of the Company are granted to directors and employees of the Group after taking into account criteria such as the rank, job performance, years of service, potential for future development, contribution to the success and development of the Group and the prevailing market and economic conditions. The exercise price of the options is determined at the average of the closing prices of the Company’s ordinary shares as quoted on the SGX-ST for five consecutive market days immediately preceding the date of the grant or a price which is set at a premium or discount to the market price, the quantum of such premium or discount (up to 20%) is to be determined by the Remuneration Committee in its absolute discretion. Options granted at market price or premium may be vested after one year from the date of grant and are exercisable over a period of four years, while options granted at a discount may be vested after two years from the date of grant and are exercisable over a period of three years. The options may be exercised, in whole or in part (being 1,000 shares or any multiple thereof), on the payment of the aggregate exercise price. The Group has no legal or constructive obligation to repurchase or settle the options in cash.
The aggregate number of shares over which options may be granted on any date, when added to the number of shares issued and issuable in respect of all options granted under the ISOP 2017, shall not exceed 15% of the issued shares of the Company (excluding treasury shares and subsidiary holdings) on the day preceding that date.
On 17 November 2023, the Company granted options to key management personnel and employees to subscribe for 2,900,000 ordinary shares of the Company at exercise price of S$0.036 per share (“2023 Options”). The 2023 Options were exercisable from 18 November 2024, and will expire on 17 November 2028. The fair value of the 2023 Options granted was estimated to be S$34,499 (equivalent to US$25,575) using the Binomial Option Pricing Model. On 24 May 2024, the Company granted share options to the Executive Chairman to subscribe for 5,000,000 shares at an exercise price of S$0.038 per share and to other Directors to subscribe for a total of 20,000,000 shares at an exercise price of S$0.036 per share (“2024 Options”). The 2024 Options were exercisable from 25 May 2025 and will expire on 24 May 2029. The fair value of the 2024 Options granted was estimated to be S$207,900 (equivalent to US$153,949) using the Binomial Option Pricing Model.
On 24 January 2025 and 30 May 2025, due to the resignation of a regional operations manager and retirement of an executive director, the share options granted to them to subscribe for 400,000 shares and 5,000,000 shares respectively at an exercise price of S$0.036 per share lapsed on the date of their resignation and retirement. Accordingly, the number of unissued ordinary shares of the Company under the share option plan was reduced to 22,500,000 as at 31 December 2025 (2024: 27,900,000).
The movements in the number of unissued ordinary shares under option and their exercise prices were as follows:
| Company and Group 2025 2023 Options 2024 Options 2024 2023 Options 2024 Options |
At beginning of the financial year 2,900,000 25,000,000 27,900,000 2,900,000 – 2,900,000 |
Number of OrdinaryShares under Option Granted during financial year Lapsed during financial year Exercised during financial year At end of the financial year – (400,000) – 2,500,000 – (5,000,000) – 20,000,000 – (5,400,000) – 22,500,000 – – – 2,900,000 25,000,000 – – 25,000,000 25,000,000 – – 27,900,000 |
Number of OrdinaryShares under Option Granted during financial year Lapsed during financial year Exercised during financial year At end of the financial year – (400,000) – 2,500,000 – (5,000,000) – 20,000,000 – (5,400,000) – 22,500,000 – – – 2,900,000 25,000,000 – – 25,000,000 25,000,000 – – 27,900,000 |
Number of OrdinaryShares under Option Granted during financial year Lapsed during financial year Exercised during financial year At end of the financial year – (400,000) – 2,500,000 – (5,000,000) – 20,000,000 – (5,400,000) – 22,500,000 – – – 2,900,000 25,000,000 – – 25,000,000 25,000,000 – – 27,900,000 |
Exercise price S$0.036 S$0.036 and S$0.038 S$0.036 S$0.036 and S$0.038 |
Exercise period 18 November 2024 to 17 November 2028 25 May 2025 to 24 May 2029 18 November 2024 to 17 November 2028 25 May 2025 to 24 May 2029 |
|---|---|---|---|---|---|---|
| Granted during financial year – – – – 25,000,000 25,000,000 |
Lapsed during financial year (400,000) (5,000,000) (5,400,000) – – – |
Exercised during financial year – – – – – – |
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
107
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
24. SHARE OPTIONS (CONTINUED)
The fair value of the 2023 Options granted was estimated to be S$34,499 (equivalent to US$25,575) using the Binomial Option Pricing Model. The significant inputs into the model were the share price of S$0.035 per share at the grant date, the exercise price of S$0.036 per share, standard deviation of expected share price returns of 67%, no dividend yield, the option life of two years and the annual risk-free interest rate of 3.25%. The volatility measured as the standard deviation of expected share price returns was estimated based on statistical analysis of share prices over the last two years.
The fair value of the 2024 Options granted was estimated to be S$207,900 (equivalent to US$153,949) using the Binomial Option Pricing Model. The significant inputs into the model were the share price of S$0.034 per share at the grant date, the exercise price of S$0.036 and S$0.038 per share for Directors and Executive Chairman respectively, standard deviation of expected share price returns of 49%, no dividend yield, the option life of two years and the annual risk-free interest rate of 3.46%. The volatility measured as the standard deviation of expected share price returns was estimated based on statistical analysis of share prices over the last two years.
25. OTHER RESERVES
(a) Composition:
| Composition: | |||
|---|---|---|---|
| Special reserve Share option reserve Fair value reserve Currency translation reserve |
Company 2025 2024 US$ US$ – – 144,764 118,788 – – – – 144,764 118,788 |
Group | |
| 2025 US$ – 144,764 – – 144,764 |
2025 US$ (16,544,140) 144,764 619,518 (171,348) (15,951,206) |
2024 US$ |
|
| (16,544,140) 118,788 (71,234) (129,132) |
|||
| (16,625,718) |
Other reserves are non-distributable.
(b) Movements:
(i) Special Reserve
As a result of applying the reverse acquisition accounting as set out in Note 2(b)(iii), the Group’s consolidated financial statements reflect the continuation of the financial statements of its legal subsidiary corporation, GCL. As such, the cost of investment to acquire GCL and the reserves of the Company immediately prior to the reverse acquisition were transferred to special reserves during the consolidation of the financial statements. These reserves include share premium immediately before the debt restructuring on 10 July 2003 and accumulated losses immediately before the reverse acquisition on 10 July 2003.
immediately before the debt restructuring on 10 July 2003 and before the reverse acquisition on 10 July 2003. |
accumulated losses immediately |
accumulated losses immediately |
|---|---|---|
| Cost of investment Share capital of GCL Goodwill on reverse acquisition Opening and Closing balance |
Group | |
| 2025 US$ (18,319,492) 200,000 1,575,352 (16,544,140) |
2024 US$ |
|
| (18,319,492) 200,000 1,575,352 |
||
| (16,544,140) |
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
108
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
25. OTHER RESERVES (CONTINUED)
-
(b) Movements: (Continued)
-
(ii) Share Option Reserve
| Share Option Reserve | ||
|---|---|---|
| Opening balance Employee share option plan – value of employee services – share options lapsed Closing balance |
Companyand Group | |
| 2025 US$ 118,788 60,736 (34,760) 144,764 |
2024 US$ |
|
| 3,083 115,705 – |
||
| 118,788 |
- (iii) Fair Value Reserve
| Fair Value Reserve | ||
|---|---|---|
| Opening balance Fair value gain/(loss) on financial assets, at FVOCI (Note 12) Closing balance |
Group | |
| 2025 US$ (71,234) 690,752 619,518 |
2024 US$ |
|
| – (71,234) |
||
| (71,234) |
- (iv) Currency Translation Reserve
| Currency Translation Reserve | ||
|---|---|---|
| Opening balance Currency translation differences – loss on consolidation Closing balance |
Group | |
| 2025 US$ (129,132) (42,216) (171,348) |
2024 US$ |
|
| (72,105) (57,027) |
||
| (129,132) |
26. REVENUE
| REVENUE | ||
|---|---|---|
| At a point in time: Sale of oil and petroleum products |
Group | |
| 2025 US$ 11,951,562 |
2024 US$ |
|
| 17,120,292 |
27. OTHER INCOME, NET
| Interest income from bank deposits Interest income from loan to non-related parties Interest income from financial assets, at FVPL Total interest income Petroleum services fees Amortised cost adjustment for interest-free non-current payables Currency translation gains/(losses) Gain on disposal of investments of joint venture (Note 11) Fair value gain on financial assets, at FVPL (Note 13) Others |
Group | Group |
|---|---|---|
| 2025 US$ 503,222 – 303,081 806,303 181,110 – 145,419 16,746 168,755 32,483 1,350,816 |
2024 US$ |
|
| 776,985 633,025 96,020 |
||
| 1,506,030 233,966 92,901 (118,817) – – 4 |
||
| 1,714,084 |
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
109
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
28. FINANCE EXPENSES
| Interest on lease liabilities (Note 5(b)) Interest on provision of reinstatement costs Unwinding of interest-free loan from non-current payables |
Group | Group |
|---|---|---|
| 2025 US$ 23,500 52 92,901 116,453 |
2024 US$ |
|
| 13,284 51 92,901 |
||
| 106,236 |
29. EXPENSES BY NATURE
| EXPENSES BY NATURE | ||
|---|---|---|
| Royalties Repair and maintenance expenses Well servicing and workover expenses Geology and geophysical study Depreciation of property, plant and equipment (Note 4) Depreciation of right-of-use assets (Note 5) Amortisation of producing oil and gas properties (Note 6) Impairment loss on producing oil and gas properties (Note 6) Impairment loss on exploration and evaluation assets (Note 7) Total amortisation, depreciation and impairment Other production expenses Employee compensation (Note 30) Directors’ remuneration (Note 36(b)) Lease expense – short-term leases (Note 5(c)) Professional, legal and compliance expenses Allowances for expected credit loss on other receivables (Note 34(b)) Inventories written down (Note 14) Other expenses Auditor’s fees: Fees on audit services paid/payable to: – Auditor of the Company – Other auditors Total cost of production, other loss and administrative expenses |
Group | |
| 2025 US$ 2,165,021 1,432,934 269,270 34,857 1,921 121,555 2,648,766 6,876,656 10,483,012 20,131,910 935,615 3,172,589 818,898 142,062 336,054 6,651,797 29,760 689,611 131,757 12,210 36,954,345 |
2024 US$ |
|
| 3,088,572 1,466,975 510,655 21,796 |
||
| 8,082 120,610 1,929,153 – – |
||
| 2,057,845 1,241,487 3,365,301 983,986 199,592 174,737 – – 720,814 117,102 8,321 |
||
| 13,957,183 |
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
110
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
30. EMPLOYEE COMPENSATION
| Wages and salaries Employer’s contribution to defined contribution plan Other short-term benefits Share option expenses Total employee compensation (Note 29) |
Group | Group |
|---|---|---|
| 2025 US$ 2,935,132 104,643 132,814 – 3,172,589 |
2024 US$ |
|
| 2,980,642 92,139 270,028 22,492 |
||
| 3,365,301 |
31. (LOSSES)/EARNINGS PER SHARE
Basic (losses)/earnings per share is calculated by dividing the net (loss)/profit attributable to equity holders of the Company for the financial year by the weighted average number of ordinary shares outstanding during the financial year.
For the purpose of calculating diluted (losses)/earnings per share, (loss)/profit attributable to equity holders of the Company and the weighted average number of shares on issue has been adjusted as if all dilutive share options were exercised. The number of shares that could have been issued upon the exercise of all dilutive share options less the number of shares that could have been issued at fair value (determined as the Company’s average share price for the financial year) for the same total proceeds is added to the denominator as the number of shares issued for no consideration.
number of shares issued for no consideration. |
||
|---|---|---|
| Net (loss)/profit attributable to equity holders of the Company (US$) Weighted average number of ordinary shares outstanding for basic (losses)/earnings per share Adjustments for share options Weighted average number of ordinary shares outstanding for diluted (losses)/earnings per share Basic (losses)/earnings per share (US cents) Diluted (losses)/earnings per share (US cents) |
Group | |
| 2025 (21,832,686) 631,386,090 – 631,386,090 (3.458) (3.458) |
2024 | |
| 4,197,582 | ||
| 650,785,241 1,266,451 |
||
| 652,051,692 | ||
| 0.645 | ||
| 0.644 |
32. CAPITAL COMMITMENTS
The Group’s capital commitments for financial year 2025 comprise capital expenditure for the financial year ending 31 December 2026, relating to its investments in the IPRCs in Myanmar. There are no capital commitments for KP PSC in Indonesia for the financial year ending 31 December 2026. The capital expenditure are based on the work program and budgets approved by the respective local authorities.
Capital expenditure contracted for at the reporting date but not recognised in the financial statements were as follows:
| Capital expenditure contracted for at the reporting date but not recognised as follows: |
in the financial statements were | in the financial statements were |
|---|---|---|
| Not later than one year | Group | |
| 2025 US$ 698,160 |
2024 US$ |
|
| 6,239,702 |
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
111
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
33. CONTINGENT LIABILITIES
Contingent liabilities of which the probability of settlement is not remote at the reporting date are as follows:
Company
The Company has provided letters of financial support to some of its subsidiary corporations to enable the subsidiary corporations to operate as going concerns and to meet their liabilities as and when they fall due.
Group
The Myanmar Investment Commission (“MIC”) resolved at its meeting in August 1994 that all projects established with the permission of the MIC shall be responsible for the preservation of the environment at and around the area of the project sites. The enterprises are entirely responsible for controlling pollution of air, water and land, and other environmental aspects and keeping the project site environmentally friendly. To meet the requirements of the MIC, the Group may incur costs in restoring the project sites. These potential costs are not estimated as the Group does not foresee any circumstances which require it to make provisions for such compliance with the MIC’s requirements.
In late 2005, the Ministry of Finance and Revenue of Myanmar issued a notification stating that all capital gains arising from transactions in foreign currencies relating to the sale, exchange or transfer of shares, capital assets, ownership, or interest of companies doing business in the oil and gas sector in Myanmar are subject to tax. This change is to be applied retrospectively from 15 June 2000 onwards. In late 2002, the Group’s subsidiary corporation, GCL, farmed out its 40% interest in the IPRCs to a joint venture partner. At that time, GCL informed MOGE that GCL’s net cumulative investment was higher than the cash proceeds received from the farm-out and hence, GCL did not derive any capital gain. At this point in time, the Group is of the view that no tax provision in respect of this matter is required to be included in the financial statements. Furthermore, it is not possible to estimate the quantum of this amount which may eventually become payable.
The operations and earnings of the Group have been, and in the future may be, affected from time to time in varying degrees by political developments in Myanmar, and laws and regulations both in Myanmar and countries in responding to developments in Myanmar. These may include sanctions by other countries on trades with Myanmar, forced divestment of assets, expropriation of property, cancellation of contracts, restrictions on production, changes in tax rules and environmental regulations. The likelihood of such occurrences and their overalls effects on the Group are not predictable.
34. FINANCIAL RISK MANAGEMENT
The Group’s activities expose it to market risk (including price risk, interest rate risk, country risk and currency risk), credit risk and liquidity risk arising in the normal course of business. The Group recognises the existence of the various risks and management of the Group constantly assesses the potential impacts to the Group. The Group also implements measures and strategies to minimise risk exposures. The Group does not hold or issue any derivative financial instruments for trading purposes or to hedge against fluctuations, if any, in oil prices, interests and foreign exchange rates.
(a) Market Risk
(i) Price Risk
The Group is exposed to crude oil price risk arising from crude petroleum production. The price of crude oil, which is a global commodity, is not set by the Group and is subject to fluctuations. The Group does not hedge against fluctuations in crude oil prices. The Group monitors the situation and manages the risk accordingly.
If crude oil price strengthened/weakened by 5% (2024: 5%) with all other variables including tax rate being held constant, the impact to the revenue and net profit of the Group would have been higher/lower by approximately US$598,000 and US$545,000 (2024: higher/lower by approximately US$856,000 and US$805,000) respectively.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
112
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
34. FINANCIAL RISK MANAGEMENT (CONTINUED)
(a) Market Risk (Continued)
(i) Price Risk (Continued)
The Group is exposed to equity securities price risk arising from the investments held by the Group which are classified either as financial assets, at FVOCI. These securities are listed in Australia and Indonesia.
If prices for equity securities listed in Australia and Indonesia had changed by 10% (2024: 10%) with all other variables including tax rate being held constant, the effects on other comprehensive income would have been higher/lower by approximately US$117,000 and US$135,000 (2024: US$81,000 and nil) respectively.
(ii) Cash Flow and Fair Value Interest Rate Risks
Cash flow interest rate risk is the risk that future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market interest rates.
The Group’s interest rate risk mainly arises from short-term bank deposits, convertible bonds/notes and loan to non-related parties. As short-term bank deposits are placed in short-term money market with tenures mostly within the range of one month to three months, the Group’s interest income is subject to fluctuation in interest rates. These fixed deposits are placed on a short-term basis according to the Group’s cash flow requirements, and hence the Group does not hedge against short-term interest rate fluctuations. The convertible bonds/notes interest rate is fixed hence not subject to changes in market interest rates. In addition, loans to non-related parties and mandatory conversion loans are long-term basis and subject to changes in market borrowing interest rates.
The effective interest rates for short-term bank deposits ranged from 0.95% to 4.55% (2024: 2.85% to 5.65%) per annum. These deposits were staggered in varying periods and amounts in accordance with the cash requirements of the Group. The effective interest rates for convertible bonds/notes ranged from 8% to 20% per annum. The effective interest rate for mandatory conversion loans to non-related parties were 2.22% per annum was charged at 1% above SORA per annum (2024: nil). The effective interest rates for loans to non-related parties were 8.87% to 9.45% (2024: 9.49% to 10.38%) per annum was charged at 5% above SOFR per annum. Any significant movement in the interest rates was not likely to be material to the Group.
(iii) Political and Regulatory Risks
The Group operates in countries where political, economic and social transitions are taking place or may occur from time to time. Developments in politics, laws and regulations can affect its operational performance and financial position. Potential developments include forced divestment of assets, limits on production or cost recovery, international sanctions, import and export restrictions, price controls, tax increases and other retroactive tax claims, expropriation of property, cancellation of contract rights, changes to environmental regulations, international conflicts such as war, civil unrest, acts of sabotage or terrorism, and local security concerns that threaten the safe operation of facilities. In countries which lack well developed legal systems or have yet adopted clear regulatory frameworks for petroleum industry, the Group’s operations are exposed to increased risk of adverse or unpredictable actions by government officials and may face difficulty in enforcing contracts or delays in issuance of licences and permits. Please refer to Note 1 for further disclosure on management assessment on updates on Group’s operation in financial year 2025 in respect to the EU and US sanction regime and political instability in Myanmar on the Group’s operations and financial performance.
(iv) Currency Risk
The Group operates mainly in Myanmar, Indonesia and Singapore. Entities of the Group regularly transact in currencies other than their respective functional currencies (“foreign currencies”) such as SGD, IDR, AUD and RMB.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
113
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
34. FINANCIAL RISK MANAGEMENT (CONTINUED)
(a) Market Risk (Continued)
(iv) Currency Risk (Continued)
Currency risk arises when transactions are denominated in foreign currencies. The Group currently does not seek to hedge against these exposures as such transactions constitute a small portion of the Group’s operations.
In addition, the Group is exposed to currency translation risk on the net assets of its foreign operations. The Group’s currency risks are predominantly in SGD, AUD, IDR and RMB. The Group currently does not seek to hedge against these exposures. As at the reporting date, the Group does not have any forward foreign currency contracts.
The Company’s currency exposure was as follows:
| 2025 Financial assets Cash and bank balances Trade and other receivables Financial assets, at FVPL Other financial assets Financial liabilities Lease liabilities Trade and other payables Net financial (liabilities)/assets Add: Net non-financial assets/(liabilities) Currency profile including non-financial assets Currency exposure of financial assets, net of those denominated in the Company’s functional currency 2024 Financial assets Cash and bank balances Trade and other receivables Financial assets, at FVPL Other financial assets Financial liabilities Lease liabilities Trade and other payables Net financial (liabilities)/assets Add: Net non-financial assets/(liabilities) Currency profile including non-financial assets Currency exposure of financial assets, net of those denominated in the Company’s functional currency |
USD US$ 228,776 71,204 – – 299,980 – (14,972,243) (14,972,243) (14,672,263) 19,130,965 4,458,702 – 77,466 4,997,004 – – 5,074,470 – (10,693,761) (10,693,761) (5,619,291) 19,067,974 13,448,683 – |
SGD US$ 3,596,132 – 1,153,718 24,994 4,774,844 (44,914) (518,306) (563,220) 4,211,624 (224,147) 3,987,477 4,211,624 176,559 15,273 1,088,454 23,140 1,303,426 (119,977) (451,244) (571,221) 732,205 (259,747) 472,458 732,205 |
Others US$ 155 – – – 155 – – – 155 – 155 155 158 – – – 158 – – – 158 286,925 287,083 158 |
Total US$ |
|---|---|---|---|---|
| 3,825,063 71,204 1,153,718 24,994 |
||||
| 5,074,979 | ||||
| (44,914) (15,490,549) |
||||
| (15,535,463) | ||||
| (10,460,484) 18,906,818 |
||||
| 8,446,334 | ||||
| 4,211,779 | ||||
| 254,183 5,012,277 1,088,454 23,140 |
||||
| 6,378,054 | ||||
| (119,977) (11,145,005) |
||||
| (11,264,982) | ||||
| (4,886,928) 19,095,152 |
||||
| 14,208,224 | ||||
| 732,363 |
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
114
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
| Total | US$ | 15,079,452 | 1,502,326 | 2,527,186 | 4,648,200 | 33,702 | 23,790,866 | (127,475) | (4,088,107) | (4,215,582) | 19,575,284 | 3,807,778 | 23,383,062 | 12,735,684 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Others | US$ | 64,119 | – | – | – | – | 64,119 | – | (24,941) | (24,941) | 39,178 | 6,351 | 45,529 | 39,178 | ||||||||||
| RMB | US$ | 3,554,789 | – | – | – | – | 3,554,789 | – | – | – | 3,554,789 | – | 3,554,789 | 3,554,789 | ||||||||||
| AUD | US$ | – | 3,954 | 1,174,731 | 506,376 | – | 1,685,061 | – | (395) | (395) | 1,684,666 | – | 1,684,666 | 1,684,666 | ||||||||||
| IDR | US$ | 181,608 | – | 1,352,455 | 2,988,106 | – | 4,522,169 | – | (1,231,973) | (1,231,973) | 3,290,196 | 961,246 | 4,251,442 | 3,290,196 | ||||||||||
| USD SGD |
2025 US$ US$ |
Financial assets | Cash and bank balances 7,682,711 3,596,225 |
Trade and other receivables 1,492,597 5,775 |
Financial assets, at FVOCI – – |
Financial assets, at FVPL – 1,153,718 |
Other financial assets 8,708 24,994 |
9,184,016 4,780,712 |
Financial liabilities | Lease liabilities (82,561) (44,914) |
Trade and other payables (2,261,855) (568,943) |
(2,344,416) (613,857) |
Net financial assets 6,839,600 4,166,855 |
Add: Net non-financial | assets 2,829,043 11,138 |
Currency profile including | non-financial assets 9,668,643 4,177,993 |
Currency exposure of | financial assets, net of | those denominated in | the respective entities’ | functional currencies – 4,166,855 |
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
115
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
| Total | US$ | 17,965,717 | 10,096,210 | 811,064 | 1,088,454 | 31,841 | 29,993,286 | (240,375) | (4,230,384) | (4,470,759) | 25,522,527 | 22,276,516 | 47,799,043 | 3,705,182 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Others | US$ | 43,491 | – | – | – | – | 43,491 | – | (5,767) | (5,767) | 37,724 | 3,662 | 41,386 | 37,724 | |||||||
| AUD | US$ | 31,899 | – | 811,064 | – | – | 842,963 | – | – | – | 842,963 | – | 842,963 | 842,963 | |||||||
| IDR | US$ | 88,313 | 467,538 | – | – | – | 555,851 | – | (304,496) | (304,496) | 251,355 | 269,413 | 520,768 | 251,355 | |||||||
| SGD | US$ | 2,069,647 | 15,273 | – | 1,088,454 | 23,139 | 3,196,513 | (119,978) | (503,395) | (623,373) | 2,573,140 | (260,537) | 2,312,603 | 2,573,140 | |||||||
| USD | 2024 US$ |
Financial assets | Cash and bank balances 15,732,367 |
Trade and other receivables 9,613,399 |
Financial assets, at FVOCI – |
Financial assets, at FVPL – |
Other financial assets 8,702 |
25,354,468 | Financial liabilities | Lease liabilities (120,397) |
Trade and other payables (3,416,726) |
(3,537,123) | Net financial assets 21,817,345 |
Add: Net non-financial assets/(liabilities) 22,263,978 |
Currency profile including non-financial | assets 44,081,323 |
Currency exposure of financial assets, net | of those denominated in the respective | entities’ functional currencies – |
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
116
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
34. FINANCIAL RISK MANAGEMENT (CONTINUED)
(a) Market Risk (Continued)
(iv) Currency Risk (Continued)
As at 31 December 2025, if SGD had strengthened/weakened by 5% (2024: 5%) against USD with other variables including tax rate being held constant, the Company’s and the Group’s profit after tax would have been higher/lower by approximately US$190,000 and US$199,000 (2024: higher/lower by approximately US$22,000 and US$110,000) respectively, as a result of currency translation gains/(losses) on SGD denominated financial instruments.
As at 31 December 2025, if IDR had strengthened/weakened by 5% (2024: 5%) against USD with other variables including tax rate being held constant, the Group’s profit after tax would have been higher/lower by approximately US$203,000 (2024: higher/lower by approximately US$25,000), as a result of currency translation gains/(losses) on IDR denominated financial instruments.
As at 31 December 2025, if AUD had strengthened/weakened by 5% (2024: 5%) against USD with other variables including tax rate being held constant, the Group’s profit after tax would have been higher/lower by approximately US$80,000 (2024: higher/lower by approximately US$78,000), as a result of currency translation gains/(losses) on AUD denominated financial instruments.
(b) Credit Risk
Credit risk refers to the risk that counterparties will default on their contractual obligations resulting in financial loss to the Group. The major classes of financial assets of the Company and of the Group are cash and cash equivalents (Note 17), financial assets, at FVPL (Note 13), financial assets, at FVOCI (Note 12), trade receivables, loan to non-related parties and loan to associated company (Note 15). For trade receivables, the Group adopts the policy of dealing only with customers of appropriate credit standing and history. For other financial assets, the Group adopts the policy of dealing only with high credit quality counterparties.
Cash and cash equivalents that are neither past due nor impaired are mainly deposits with banks of high credit-ratings assigned by international credit-rating agencies.
As the Company and the Group do not hold collaterals, the maximum exposure to credit risk for each class of financial assets is the carrying amount of that financial assets presented on the statement of financial position.
The Group currently sells all the crude oil produced to MOGE, and therefore has a significant concentration of credit risk. The Group does not foresee its exposure to MOGE to be significant as payments have been regular and there are no balances which are long over-due. The trade receivables from MOGE represented 100% (2024: 100%) of the Group’s total trade receivables respectively.
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.
Trade receivables are written off when there is no reasonable expectation of recovery. The Group considers a trade receivable as default if the counterparty fails to make contractual payments within 120 days when they fall due, which are derived based on the Group’s historical information. Where trade receivables have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in profit or loss.
As at 31 December 2025 and 2024, trade receivables were not past due and were not subject to any material credit losses.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
117
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
34. FINANCIAL RISK MANAGEMENT (CONTINUED)
(b) Credit Risk (Continued)
As at 31 December 2025, the carrying amount of the loan extended to subsidiary corporations and non-related parties from the Company and the Group for short-term funding purposes amounted to US$41,397 and nil (2024: US$4,919,222 and US$6,643,403) respectively. The Group evaluates the credit risk rating of these receivables based on qualitative and quantitative, including external ratings, audited financial statements, management accounts and cash flow projections, and available press information (if any). Based on the assessment, certain receivables were determined to be not recoverable due to the cessation of the underlying operations.
During the financial year ended 31 December 2025, loss allowance of US$4,221,445 (2024: nil) was recognised on the advances made to GKP under non-current loan to subsidiary corporations. During the financial year ended 31 December 2025, the loan to an associated company, IOI of US$528,395 which was fully impaired in prior financial year ended 31 December 2019 was written off upon the completion of liquidation. Accordingly, the Company wrote off the loss allowance of US$7,895,884 on the advances made to Goldwater Indonesia Inc. for the purpose of investment in Benakat Barat KSO.
The movements in credit loss allowance were as follows:
| Company Opening balance Loss allowances Loss allowances write off Closing balance Group Opening balance Loss allowances (Note 29) Loss allowances write off Closing balance |
Loan to non-related parties 2025 2024 US$ US$ – – 6,651,797 – – – 6,651,797 – |
Loan to subsidiary corporations 2025 2024 US$ US$ 18,950,620 22,935,264 4,221,445 – (7,895,884) (3,984,644) 15,276,181 18,950,620 Loan to associated company 2025 2024 US$ US$ 528,395 528,395 – – (528,395) – – 528,395 |
Loan to subsidiary corporations 2025 2024 US$ US$ 18,950,620 22,935,264 4,221,445 – (7,895,884) (3,984,644) 15,276,181 18,950,620 Loan to associated company 2025 2024 US$ US$ 528,395 528,395 – – (528,395) – – 528,395 |
|---|---|---|---|
| 528,395 – – |
|||
| 528,395 |
(c) Capital Risk
The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximise shareholder value. In light of the present economic conditions in the industry and various stages of development of its assets, the Group will endeavour to manage its capital structure and make adjustment to it, in order to achieve its objectives.
In view of the Group’s assets at different stages of development, the Group will be actively seeking to raise debt financing or issue new shares in order to generate maximum returns, and at the same time attain an optimal capital structure through close monitoring of its gearing ratio.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
118
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
34. FINANCIAL RISK MANAGEMENT (CONTINUED)
(c) Capital Risk (Continued)
The gearing ratio is calculated as net debt divided by total capital. Net debt is calculated as lease liabilities plus trade and other payables less cash and bank balances. Total capital is calculated as total equity plus net debt.
total equity plus net debt. |
|||
|---|---|---|---|
| Net debt Total equity Total capital Gearing ratio |
Company 2025 2024 US$ US$ 11,710,400 11,010,799 8,446,334 14,208,224 20,156,734 25,219,023 58% 44% |
Group | |
| 2025 US$ 11,710,400 8,446,334 20,156,734 58% |
2025 US$ (10,863,870) 23,383,062 12,519,192 NA |
2024 US$ |
|
| (13,494,958) 47,799,043 |
|||
| 34,304,085 | |||
| NA |
The Company and the Group have no externally imposed capital requirements for the financial years ended 31 December 2025 and 2024.
(d) Liquidity Risk
Prudent liquidity risk management includes maintaining sufficient cash and obtaining credit facilities when the needs arise. The Group’s financing activities are managed centrally by maintaining an adequate level of cash and cash equivalents to finance the Group’s operations. The Group’s surplus funds are also managed centrally by placing them on short-term deposits with reputable financial institutions.
institutions. |
|||
|---|---|---|---|
| Less than one year Trade and other payables Lease liabilities More than one year Other payables Lease liabilities |
Company 2025 2024 US$ US$ 15,490,549 11,145,005 49,429 96,957 15,539,978 11,241,962 – – 4,169 46,942 4,169 46,942 |
Group | |
| 2025 US$ 15,490,549 49,429 15,539,978 – 4,169 4,169 |
2025 US$ 4,088,107 94,429 4,182,536 – 49,169 49,169 |
2024 US$ |
|
| 3,388,435 96,957 |
|||
| 3,485,392 | |||
| 841,949 181,942 |
|||
| 1,023,891 |
(e) Fair Value Measurements
The table below presents assets and liabilities recognised and measured at fair value and classified by level of the following fair value measurement hierarchy:
-
(a) quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1); (b) Inputs other than quoted prices included within Level 1 that are observable for the assets or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); and
-
(c) Inputs for the asset or liability that are based on observable market data (unobservable inputs) (Level 3).
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
119
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
34. FINANCIAL RISK MANAGEMENT (CONTINUED)
(e) Fair Value Measurements (Continued)
Fair value measurement disclosure of other assets that are recognised or measured at fair value, can be found at Note 12 and Note 13.
be found at Note 12 and Note 13. |
||||
|---|---|---|---|---|
| Company 2025 Financial assets, at FVPL 2024 Financial assets, at FVPL Group 2025 Financial assets, at FVPL Financial assets, at FVOCI 2024 Financial assets, at FVPL Financial assets, at FVOCI |
Level 1 US$ – – – 2,527,186 – 811,064 |
Level 2 US$ 1,153,718 1,088,454 1,660,094 – 1,088,454 – |
Level 3 US$ – – 2,988,106 – – – |
Total US$ |
| 1,153,718 | ||||
| 1,088,454 | ||||
| 4,648,200 2,527,186 |
||||
| 1,088,454 811,064 |
There were no transfers between level 1 and 2 fair values during the year.
The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in Level 1.
The fair value of financial instruments that are not traded in an active market (for example, overthe-counter derivatives) is determined by using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. Quoted market prices or dealer quotes for similar instruments are used to estimate fair value for long-term debt for disclosure purposes. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial instruments. The fair value of the convertible bonds is calculated as the present value of the estimated future cash flows based on observable yield curves. These investments are classified as Level 2 and comprise debt investments and derivative financial instruments. In circumstances, where a valuation technique for these instruments is based on significant unobservable inputs, such instruments are classified as Level 3.
For unlisted debt SGD instruments, the fair value is determined using the Binomial Option Pricing Model. The significant inputs into the model were the weighted average share price of S$0.044 per share at the reporting date, the conversion price of S$0.040 per share, standard deviation of expected share price returns of 77%, no dividend yield, the bond life of three years and the annual risk-free interest rate of 1.35% per annum. The volatility measured as the standard deviation of expected share price returns was estimated based on statistical analysis of share prices over the last three years. The conversion method calculated the fair value using cash flows discounted at a rate based on the riskadjusted discount rate of 7.50% per annum.
For unlisted debt AUD instruments, the fair value is determined using the Binomial Option Pricing Model. The significant inputs into the model were the weighted average share price of A$0.039 per share at the reporting date, the conversion price of A$0.030 per share, standard deviation of expected share price returns of 154%, no dividend yield, the note life of three years and the annual risk-free interest rate of 4.09% per annum. The volatility measured as the standard deviation of expected share price returns was estimated based on statistical analysis of share prices over the last three years. The conversion method calculated the fair value using cash flows discounted at a rate based on the riskadjusted discount rate of 23.09% per annum.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
120
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
34. FINANCIAL RISK MANAGEMENT (CONTINUED)
(e) Fair Value Measurements (Continued)
The Level 3 financial instruments were valued using discounted cash flow analysis and net asset method.
| Description Unlisted debt IDR instruments Mandatory conversion loan |
Fair value at 31 December 2025 US$ 2,692,773 (2024: nil) 295,333 (2024: nil) |
Unobservable inputs Risk-adjusted discount rate Net asset value of underlying investee |
Range of unobservable inputs 19.71% to 21.16% (2024: nil) – |
Relationship of unobservable inputs to fair value |
|---|---|---|---|---|
| The higher the discount rate, the lower the fair value. The higher the net asset value, the higher the fair value. |
The fair value of the mandatory conversion loan was determined using a net asset value approach, based on the underlying investee’s net assets at the reporting date. Management assessed that the net asset value represents an appropriate proxy for fair value given the early-stage nature of the investee and the absence of reliable forecast cash flows. The valuation incorporates significant unobservable inputs and is therefore classified as Level 3 in the fair value hierarchy.
There were no material changes in Level 3 financial instruments, as no fair value gains or losses were recognised in other comprehensive income during the financial year ended 31 December 2025.
(f) Financial Instruments by Category
The carrying amounts of the different categories of financial instruments were as follows:
| Financial assets, at FVOCI Financial assets, at FVPL Financial assets at amortised cost Financial liabilities at amortised cost |
Company 2025 2024 US$ US$ – – 1,153,718 1,088,454 3,921,261 5,289,600 15,535,463 11,264,982 |
Group | Group |
|---|---|---|---|
| 2025 US$ – 1,153,718 3,921,261 15,535,463 |
2025 US$ 2,527,186 4,648,200 16,615,480 4,215,582 |
2024 US$ |
|
| 811,064 1,088,454 28,093,768 4,470,759 |
35. SEGMENT INFORMATION
Management has determined the operating segments based on the reports reviewed by the Board of Directors (“BOD”) that are used to make strategic decisions, allocate resources, and assess performance.
The Group operates primarily in two geographical areas, namely Indonesia and Myanmar. The Group has one reportable business segment, namely the exploration and operation of oil fields for crude petroleum production.
Other services within Singapore include investment holding and the provision of management services, but these are not included within the reportable operating segments, as they are not included in the segment reports provided to the BOD. The results of these operations are included under “All Other Segments”.
There is no inter-segment revenue. The revenue from external customers reported to the BOD is measured in a manner consistent with that in the statement of comprehensive income. The BOD assesses the performance of the operating segments based on a measure of earnings before interest, income tax, depreciation and amortisation (“adjusted EBITDA”). This measurement basis excludes the effects of expenditure from the operating segments such as impairment, reversal of impairment and allowances that are not expected to recur regularly in every period and are separately analysed. Interest income and finance expenses are not allocated to the segments as this type of activity is managed centrally.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
121
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
35. SEGMENT INFORMATION (CONTINUED)
The segment information provided to the BOD for the reportable segments for the financial years ended 31 December 2025 and 2024 were as follows:
| 2025 Revenue Sales to external customers Expenses Royalties Employee compensation Adjusted EBITDA Amortisation and depreciation Impairment loss Allowance for credit losses and inventories written down Total assets Total assets include: Capital expenditures (tangible and intangible assets) Total liabilities 2024 Revenue Sales to external customers Expenses Royalties Employee compensation Adjusted EBITDA Amortisation and depreciation Total assets Total assets include: Capital expenditures (tangible and intangible assets) Total liabilities |
Indonesia US$ – – 80,612 (128,008) – 10,483,012 6,681,557 179,395 54,815 (1,253,390) – – 27,807 (114,304) – 17,293,053 (25,201) (1,182,291) |
Myanmar US$ 11,951,562 2,165,021 2,131,578 4,718,663 2,688,898 6,876,656 – 9,334,591 184,306 (2,305,325) 17,120,929 3,088,572 2,412,665 8,169,947 1,968,339 18,343,618 1,012,883 (2,665,839) |
All Other Segments US$ – – 960,399 (2,420,959) 83,344 – – 1,537,949 8,520 (656,867) – – 924,829 (2,718,899) 89,506 532,864 – (622,629) |
Total US$ |
|---|---|---|---|---|
| 11,951,562 | ||||
| 2,165,021 3,172,589 |
||||
| 2,169,696 2,772,242 17,359,668 6,681,557 11,051,935 |
||||
| 247,641 (4,215,582) |
||||
| 17,120,929 | ||||
| 3,088,572 3,365,301 |
||||
| 5,336,744 2,057,845 36,169,535 |
||||
| 987,682 (4,470,759) |
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
122
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
35. SEGMENT INFORMATION (CONTINUED)
(a) Reconciliations
(i) Segment (Loss)/Profits
A reconciliation of adjusted EBITDA to (loss)/profit before income tax was as follows:
| Adjusted EBITDA for reportable segments Adjusted EBITDA for other segments Total adjusted EBITDA Fair value gain on financial assets, at FVPL Amortisation and depreciation Finance expenses Impairment loss on producing oil and gas properties Impairment loss on exploration and evaluation assets Inventories written down Loss allowances of expected credit losses on other receivables Amortised cost adjustment for interest-free loan from non-current payables Gain on disposal on investments in joint venture Share of losses of joint venture after tax Share of losses of associated companies after tax Interest income (Loss)/Profit before income tax |
Group | Group |
|---|---|---|
| 2025 US$ 4,590,655 (2,420,959) 2,169,696 168,755 (2,772,242) (116,453) (6,876,656) (10,483,012) (29,760) (6,651,797) – 16,746 (7,212) (486,939) 806,303 (24,262,571) |
2024 US$ |
|
| 8,055,643 (2,718,899) |
||
| 5,336,744 – (2,057,845) (106,236) – – – – 92,901 – (11,495) – 1,506,030 |
||
| 4,760,099 |
(ii) Segment Assets
The amounts provided to the BOD with respect to the total assets are measured in a manner consistent with that of the financial statements. These assets are allocated based on the operations of the segment. All assets are allocated to the reportable segments other than short-term bank deposits, financial assets, at FVPL, financial assets, at FVOCI, investments in associated companies and investments in joint venture.
Segment assets were reconciled to total assets as follows:
| Segment assets were reconciled to total assets as follows: | ||
|---|---|---|
| Segment assets for reportable segments Other segment assets Total segment assets Unallocated: Short-term bank deposits (Note 17) Financial assets, at FVOCI (Note 12) Financial assets, at FVPL (Note 13) Investments in associated companies (Note 10) Investments in joint venture (Note 11) Total assets |
Group | |
| 2025 US$ 9,513,986 1,537,949 11,051,935 9,517,195 2,527,186 4,648,200 962,245 – 28,706,761 |
2024 US$ |
|
| 35,636,671 532,864 |
||
| 36,169,535 15,892,996 811,064 1,088,454 – 272,925 |
||
| 54,234,974 |
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
123
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
35. SEGMENT INFORMATION (CONTINUED)
(a) Reconciliations (Continued)
(iii) Segment Liabilities
The amounts provided to the BOD with respect to the total liabilities are measured in a manner consistent with that of the financial statements. These liabilities are allocated based on the operations of the segment. All liabilities are allocated to the reportable segments other than current income tax liabilities.
Segment liabilities were reconciled to total liabilities as follows:
| Segment liabilities for reportable segments Other segment liabilities Total segment liabilities Unallocated: Current income tax liabilities Total liabilities |
Group | Group |
|---|---|---|
| 2025 US$ 3,558,715 656,867 4,215,582 1,108,117 5,323,699 |
2024 US$ |
|
| 3,848,130 622,629 |
||
| 4,470,759 1,965,172 |
||
| 6,435,931 |
(b) Revenue from Major Customers
The Group derived its revenue from the sale of crude petroleum to one external customer for the financial year ended 31 December 2025 amounting to US$11,951,562 (2024: US$17,120,929). The revenue was attributable to oil and gas segment.
(c) Geographical Information
Revenue and non-current assets of the Group based on the location of customers and assets respectively were as follows:
were as follows: |
|||
|---|---|---|---|
| Indonesia Myanmar Other countries |
Revenue 2025 2024 US$ US$ – – 11,951,562 17,120,929 – – 11,951,562 17,120,929 |
Non-Current Assets | |
| 2025 US$ – 11,951,562 – 11,951,562 |
2025 US$ 2,610,033 330,263 1,731,764 4,672,060 |
2024 US$ |
|
| 10,701,122 9,711,510 2,025,000 |
|||
| 22,437,632 |
Non-current assets consist of property, plant and equipment, right-of-use assets, producing oil and gas properties, exploration and evaluation assets, intangible assets, financial assets, at FVPL, financial assets, at FVOCI, investments in associated companies and investments in joint venture.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
124
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
36. RELATED PARTIES AND SIGNIFICANT RELATED PARTIES TRANSACTIONS
Related parties comprise mainly companies that are controlled or significantly influenced by the Group’s key management personnel and their close family members.
In addition to the related party information disclosed elsewhere in the financial statements, the following transactions took place between the Group and the related parties as per the terms agreed between the parties.
(a) Purchases of Drilling Equipment and Services Received from Related Parties
| Geological and geophysics study services | Group | Group |
|---|---|---|
| 2025 US$ – |
2024 US$ |
|
| 150,000 |
North Petroleum International Company Limited is also the common shareholder of China North Vehicle Corporation Ltd. and Chengdu North Petroleum Exploration and Development Technology Co., Ltd. During the financial year ended 31 December 2024, the Group received geological and geophysics study services at terms agreed with the related party.
(b) Key Management’s Remuneration
The key management’s remuneration included fees, salary, bonus, commission and other emoluments (including benefits-in-kind) computed based on the costs incurred by the Group, and where the Group did not incur any costs, the fair value of the benefits. The key management’s remuneration was as follows:
follows: |
||
|---|---|---|
| Directors’ fees* Wages and salaries Other benefits Employer’s contribution to defined contribution plan Share option expenses Total costs incurred by the Group Costs are incurred for the following categories of key management: – Directors of the Company (Note 29) – Other key management personnel Total costs incurred by the Group |
Group | |
| 2025 US$ 108,226 1,046,287 19,085 26,465 60,736 1,260,799 818,898 441,901 1,260,799 |
2024 US$ |
|
| 93,325 1,271,057 85,989 33,920 103,296 |
||
| 1,587,587 | ||
| 983,986 603,601 |
||
| 1,587,587 |
- Directors’ fees disclosed above include US$108,226 (2024: US$106,578) in accrued expenses, subject to approval at the forthcoming Annual General Meeting.
37. SUBSEQUENT EVENTS
-
(i) Further to the announcement on 17 November 2025, the Company’s wholly owned subsidiary, Interra Renewable Energy (Thailand) Co., Ltd entered into a convertible bond agreement with Royal Manor Group Co., Ltd with a principal amount of S$4,000,000 (equivalent to US$3,076,960) at coupon interest rate of 6% per annum for a tenure of 12 months. Subsequently, on 10 February 2026, the fund was disbursed and the convertible bond transaction was completed on the same date.
-
(ii) On 7 January 2026, the Company transferred 100% of its equity interest comprising 1 ordinary share in Goldwater Indonesia Inc. (“GII”) to the Company’s wholly owned subsidiary, Goldwater Company Limited (“GCL”), for the consideration of US$1.00 as part of the Group’s internal restructuring exercise.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
125
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
37. SUBSEQUENT EVENTS (CONTINUED)
-
(iii) On 20 January 2026, GCL and GII entered into a deed of assignment and farmout deed, pursuant to which GCL assigned to GII:
-
(a) GCL’s 60% participating interests in two improved petroleum recovery contracts dated 4 October 1996;
-
(b) GCL’s interests in the joint operating agreement dated 3 October 2002 and entered into with North Petrol Operating Inc. (“NPOI”);
-
(c) GCL’s 60% equity interest in Goldpetrol Joint Operating Company Inc. (“GJOC”), being the joint operating company that was incorporated by GCL and NPOI under the laws of Panama (pursuant to the JOA, GJOC was appointed as the operator to carry out the petroleum operations pursuant to the IPRCs); and
-
(d) GCL has on 20 January 2026 transferred the shares in GJOC representing its entire 60% equity interest in GJOC to GII for a nominal aggregate consideration of US$600.
-
(iv) On 24 February 2026, the Company announced its intention to subscribe for 7,900,000 new shares in Morella Corporation Limited (“MCL”) pursuant to an institutional placement at A$0.040 per share (“Offer price”), for a total subscription amount of A$316,000 (equivalent to US$223,006). The new shares representing approximately 1.88% of the enlarged issued share capital of MCL pursuant to Tranche 2 of the Institutional Placement at the offer price, and shall receive, for no consideration, 7,900,000 attaching options pursuant to the Institutional Placement, subjected to approval by MCL’s shareholder at the Extraordinary General Meeting in late April 2026. The Company’s stake in MCL will increase from 12.24% to 12.59% based on the enlarged issued share capital.
38. NEW OR REVISED SFRS(I) AND INTERPRETATIONS
Below are the mandatory standards, amendments and interpretations to existing standards that have been published, and are relevant for the Group’s accounting periods beginning on or after 1 January 2026 and which the Group has not adopted early.
- (i) Amendments to SFRS(I) 9 and SFRS(I) 7 – Amendments to the Classification and Measurement of Financial Instrument s (effective for annual periods beginning on or after 1 January 2026)
SFRS(I) 9 and SFRS(I) 7 are amended to respond to recent questions arising in practice, and to include new requirements not only for financial institutions but also for corporate entities. These amendments:
-
clarify the timing of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system;
-
clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest criterion;
-
add new disclosures for certain instruments with contractual terms that can change cash flows (such as some financial instruments with features linked to the achievement of environment, social and governance targets); and
-
update the disclosures for equity instruments designated at fair value through other comprehensive income (“FVOCI”).
-
(ii) Amendments to SFRS(I) 9 and SFRS(I) 7 – Contracts Referencing Nature-dependent Electricity (effective for annual periods beginning on or after 1 January 2026)
SFRS(I) 9 and SFRS(I) 7 are amended to respond to help companies better report the financial effects of nature-dependent electricity contracts, which are often structured as power purchase agreements (PPAs), in light of the increased use of these contracts. The amendments include:
-
clarifying the application of the ‘own-use’ requirements;
-
permitting hedge accounting if these contracts are used as hedging instruments; and
-
adding new disclosure requirements to enable investors to understand the effect of these contracts on a company’s financial performance and cash flows.
ANNUAL REPORT 2025 | INTERRA RESOURCES LIMITED
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
126
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
38. NEW OR REVISED SFRS(I) AND INTERPRETATIONS (CONTINUED)
- (iii) Amendments to SFRS(I) 18 – Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after 1 January 2027)
SFRS(I) 18 replaces SFRS(I) 1-1 Presentation of Financial Statements , introducing new requirements that will help to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users. Even though IFRS 18 will not impact the recognition or measurement of items in the financial statements, its impact on the presentation and disclosure are expected to be pervasive, in particular those related to the statement of financial performance (comprising of the statement of profit or loss and other comprehensive income) and providing management-defined performance measures within the financial statements.
Management is currently assessing the detailed implications of applying the new standard on the Group’s consolidated financial statements. From the high-level preliminary assessment performed, the following impacts have been identified:
-
Although the adoption of SFRS(I) 18 will have no impact on the Group’s net profit, the Group expects that grouping items of income and expenses in statement of profit or loss into the new categories will impact how operating profit is calculated and reported. From the high-level impact assessment that the Group has performed, the following items might potentially impact operating profit:
-
Foreign exchange differences currently aggregated in the line item “other income/(losses)” in operating profit might need to be disaggregated, with some foreign exchange gains or losses presented below operating profit.
-
SFRS(I) 18 has specific requirements on the category in which derivative gains or losses are recognised which is the same category as the income and expenses affected by the risk that the derivative is used to manage. Although the Group currently recognises gains or losses in operating profit and others in finance costs, there might be a change to where these gains or losses are recognised, and the Group is currently evaluating the need for change.
-
The line items presented on the primary financial statements might change as a result of the application of the concept of “useful structured summary” and the enhanced principles on aggregation and disaggregation. In addition, since goodwill will be required to be separately presented in the statement of financial position, the Group will disaggregate goodwill and other intangible assets and present them separately in the statement of financial position.
-
The Group does not expect there to be a significant change in the information that is currently disclosed in the notes because the requirement to disclose material information remains unchanged; however, the way in which the information is grouped might change as a result of the aggregation/disaggregation principles. In addition, there will be significant new disclosures required for:
-
management-defined performance measures;
-
a break-down of the nature of expenses for line items presented by function in the operating category of the statement of profit or loss – this break-down is only required for certain nature expenses; and
-
for the first annual period of application of SFRS(I) 18, a reconciliation for each line item in the statement of profit or loss between the restated amounts presented by applying SFRS(I) 18 and the amounts previously presented applying SFRS(I) 1-1.
-
From a cash flow statement perspective, there will be changes to how interest received and interest paid are presented. Interest paid will be presented as financing cash flows and interest received as investing cash flows, which is a change from current presentation as part of operating cash flows.
The Group will apply the new standard from its mandatory effective date of 1 January 2027. Retrospective application is required, and so the comparative information for the financial year ending 31 December 2026 will be restated in accordance with SFRS(I) 18.
INTERRA RESOURCES LIMITED | ANNUAL REPORT 2025
==> picture [15 x 14] intentionally omitted <==
==> picture [24 x 18] intentionally omitted <==
----- Start of picture text -----
127
----- End of picture text -----
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
38. NEW OR REVISED SFRS(I) AND INTERPRETATIONS (CONTINUED)
- (iv) SFRS(I) 19 – Subsidiaries without Public Accountability: Disclosures (effective for annual reporting periods beginning on or after 1 January 2027)
SFRS(I) 19 allows for certain eligible subsidiaries of parent entities that report under SFRS(I) Accounting Standards to apply reduced disclosure requirements. This new standard works alongside other SFRS(I). An eligible subsidiary applies the requirements in other SFRS(I) except for the disclosure requirements; and it applies instead the reduced disclosure requirements in SFRS(I) 19.
SFRS(I) 19 is a voluntary standard for eligible subsidiaries. A subsidiary is eligible if:
-
It does not have public accountability; and
-
It has an ultimate or intermediate parent that produces consolidated financial statements available for public use that comply with SFRS(I) Accounting Standards.
The Group does not expect this standard to have an impact on its operations or financial statements.
39. AUTHORISATION OF FINANCIAL STATEMENTS
These financial statements were authorised for issue in accordance with a resolution of the Board of Directors of the Company on 31 March 2026.
This page has been intentionally left blank
CORPORATE INFORMATION
BOARD OF DIRECTORS
Ng Soon Kai Executive Chairman
Loh Yu Jun Lead Independent Director (Non-Executive) Khoo Chun Leng William Independent Director (Non-Executive) Tong Miin Independent Director (Non-Executive)
AUDIT COMMITTEE
Loh Yu Jun Chairman (Lead Independent Director) Khoo Chun Leng William (Independent Director) Tong Miin (Independent Director)
COMPANY SECRETARY
Adrian Chan Pengee
INDEPENDENT AUDITOR
CLA Global TS Public Accounting Corporation 80 Robinson Road #25-00 Singapore 068898 Director-in-charge: Lee Look Ling (Appointment effective from FY2021)
REGISTERED OFFICE
1 Grange Road #05-04 Orchard Building Singapore 239693 Tel: +65 6732 1711 Fax: +65 6738 1170 www.interraresources.com
STOCK EXCHANGE LISTING
Singapore Exchange (SGX) – Mainboard Trading Code: 5GI
NOMINATING COMMITTEE
Khoo Chun Leng William Chairman (Independent Director) Loh Yu Jun (Lead Independent Director) Tong Miin (Independent Director)
SHARE REGISTRAR
Tricor Barbinder Share Registration Services 9 Raffles Place Republic Plaza #26-01 Singapore 048619 Tel: +65 6236 3333
REMUNERATION COMMITTEE
Tong Miin Chairwoman (Independent Director) Khoo Chun Leng William (Independent Director) Loh Yu Jun (Lead Independent Director)
INTERRA RESOURCES LIMITED Company Registration No. 197300166Z
1 Grange Road #05-04 Orchard Building Singapore 239693 Tel: (65) 6732 1711 Fax: (65) 6738 1170 Email: [email protected] Website: www.interraresources.com