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Item 7. Management’s Discussion and Analysis

2026-06-03 compared with 2024-02-15 · 445 added, 78 removed, 22 unchanged (96% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report.

The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.

Our actual results could differ materially from those discussed in the forward-looking statements.

Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled “Risk Factors” of this annual report.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Results of Operations

The following table provides selected financial data about our company for the years ended June 30, 2023, and June 30, 2022.

following discussion should be read in conjunction with our consolidated financial statements and the related notes contained elsewhere

in this Annual Report and in our other Securities and Exchange Commission filings.

The following discussion

may contain predictions, estimates, and other forward-looking statements that involve a number of risks and uncertainties, including

those discussed under “Risk Factors” and elsewhere in this Annual Report on Form 10-K/A.

These risks could cause

our actual results to differ materially from any future performance suggested below.

audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted

Accounting Principles.

are a road construction and building materials company offering proprietary, environmentally sustainable materials and seeking to redefine

our industry with a clear mission:

enabling the “Transition to Zero.” Our proprietary product BioAsphalt™

incorporates biochar , a powerful carbon sequestering material, into infrastructure with the goal of reducing emissions,

improving performance, and lowering overall costs.

We also offer a licensed proprietary cold mix biochar asphalt emulsifying agent, which

we call “ Verde V24 ”.

Further, we expect to generate revenues from the generation by our products, and our subsequent

sale, of carbon removal credits .

We believe our proprietary products, know-how and business plan place us at the forefront of

sustainable innovation in the construction and building materials sector, an industry we believe is long overdue for transformation.

strategic roadmap for achieving net-zero emissions—what we call the Verde Net Zero Blueprint —has achieved the following

significant milestones:

issuance to our company in April 2025 of the world’s first carbon removal credit from asphalt production and application, certified

by Puro.earth, the leading global registry for engineered carbon removal.

Technological

validation of our BioAsphalt™ by the National Center for Asphalt Technology (NCAT), including receipt of preliminary performance

results from NCAT in July 2025 that demonstrated consistent durability, particularly under low-volume roadway conditions.

Most recently,

in September 2025, NCAT’s latest evaluation of our cold recycling mix using 100% reclaimed asphalt pavement (“RAP”)

from laboratory testing demonstrated that our cold-recycled mix not only meets but exceeds industry specifications for cold-recycled

These results showed superior cohesion, high tensile strength ratio (“TSR”), and retained stability compared

to standard cold mix benchmarks, validating its strength, durability, and moisture resistance.

Verde Net Zero Blueprint is comprised of our portfolio of validated technologies that enable the production of sustainable infrastructure

materials with the integrated ability to generate certified carbon removal credits.

This positions carbon sequestration not just as an

environmental co-benefit, but as a monetizable feature embedded in our business plan.

the rise of artificial intelligence accelerates data center energy consumption, which is now projected to account for a growing share

of global electricity use, enterprises worldwide are facing increasing pressure to offset their carbon footprints.

This is driving up

demand for high-integrity, verifiable carbon credits.

model presents a novel combination of infrastructure performance with measurable climate impact, establishing us as a first mover in

scalable Net Zero solutions, which we believe positions us well to meet the demands of a rapidly decarbonizing, carbon-constrained economy.

key third-party validations from groups such as NCAT and Puro.earth in place, we are now focused on commercializing our solutions in

the United States, our most strategic market.

To this end, we recently entered into an exclusive licensing agreement with Ergon Asphalt

& Emulsions, Inc.

(“Ergon”), an industry leader in asphalt innovation and supply and one of the largest liquid asphalt

and emulsion marketers in North America, for the production of asphalt surface course material containing our proprietary solution across

North America.

As our domestic operations scale through Ergon, we plan to license the Verde Net Zero Blueprint globally, targeting infrastructure

and materials companies in countries aligned with the Paris Climate Agreement and pursuing Net Zero by 2050.

fully focus on this transition, we have exited all of our company’s legacy business lines unrelated to sustainable infrastructure

technologies, including:

sale of our Malaysian mining subsidiary Champmark Sdn Bhd (“CSB”), which was completed on April 20, 2023;

discontinuation of our CBD business following the expiration of our supply agreement with MRX Xtractors, LLC on July 6, 2024.

plan to expand operations and generate and grow revenue over the next twelve (12) months primarily through marketing and selling our

proprietary road technologies through Ergon exclusively in North America, with an initial focus on the United States.

Production planning

of our materials has already commenced, with distribution anticipated to occur through the Ergon’s established sales channels,

reaching asphalt mixing plants across the United States, Canada and Mexico for blending and placement.

Embedding our technology into

Ergon’s nationwide business footprint would enable immediate scalability and near-term revenue generation.

believe our asset light business model enables scalable growth while minimizing capital intensity, creating recurring revenue streams

through licensing, sales, royalties, carbon monetization, and strategic partnerships.

We operate through our primary U.S.

Verde Renewables, Inc., headquartered in St.

Louis, Missouri.

October 10, 2025, Verde Renewables, Inc.

(“Verde Renewables”), our wholly owned subsidiary, entered into a license agreement

with Ergon (the “Ergon License”), pursuant to which we have granted Ergon an exclusive, non-transferable license to use,

manufacture, commercialize, market, sell and distribute any product that contains or is manufactured or formed by Ergon using our proprietary

cold mix biochar asphalt emulsifying agent, which we call “Verde V24”, in the United States (including its territories),

Canada and Mexico, in exchange for Ergon agreeing to purchase Verde V24 from us at a fixed price (which is inclusive of all fees associated

with the license, but subject to consumer price index adjustments) for use in Ergon’s asphalt road materials products.

the largest asphalt marketer in North America, is a subsidiary of Ergon, Inc., a diversified global organization engaged in multiple

The privately held Ergon is an industry pioneer in asphalt innovation and supply, employing more than 4,000 people and serving

customers and partners in over 90 countries worldwide.

have agreed with Ergon to an initial fifteen (15) month “go-to-market period”, during which there will be no minimum purchase

requirements for Ergon’s purchases of Verde V24.

For each calendar year beginning January 1, 2027, Ergon has agreed to negotiate

with us in good faith towards the establishment of possible minimum purchase amounts based on certain customary factors.

agreed with Ergon that if minimum purchase amounts are agreed to for any given calendar year, we and Ergon will agree in good faith to

new minimum purchase amounts for each subsequent year, subject to consideration of customary factors,

have also agreed to provide Ergon with forty percent (40%) of our share of the carbon removal credits generated from the mixing of the

final carbon sequestering BioAsphalt™ surface material, so long as (a) the carbon removal credits are generated from bulk mixing

or packaged mixed product, and (b) the mixing of the final BioAsphalt™ surface material includes biochar purchased from us.

Ergon License additionally grants Ergon the right to use our trademarks and access to ongoing technical services to facilitate the monitoring,

reporting, and verification process of each ton of carbon dioxide sequestered.

term of the Ergon License is ten (10) years, with an automatic renewal for additional ten (10) year periods, subject to a minimum of

six (6) months’ notice of cancellation prior to renewal.

The Ergon License may be terminated in the event of non-payment of amounts

due, initiation of bankruptcy proceedings, or under other customary terms.

Additionally, Ergon may terminate the Ergon License upon sixty

(60) days’ prior written notice in the event that our Chief Executive Officer, Jack Wong, or our Chief Operating Officer, Eric

Bava, are removed from their respective positions with the Company for reasons other than termination for cause or voluntary resignation.

The Ergon License additionally contains provisions regarding confidentiality, indemnification, and representations and warranties of

the parties that are customary for such an agreement.

foregoing description of the Ergon License is not complete and is qualified in its entirety by reference to the full text of the Ergon

License, a copy of which is filed as Exhibit 10.1 to this Annual report.

Factors that Affect Our Results of Operations

believe the following key factors may affect our financial condition and results of operations:

Our entry into the Ergon License is expected to drive long-term revenue growth through product sales of Verde V24 and

related proprietary materials.

The Ergon License establishes Ergon as the exclusive licensee for Verde V24 in the United States,

Canada and Mexico, enabling large-scale commercialization of our Verde V24 technology while allowing us to expand our business without

the capital demands of direct manufacturing or distribution.

of Biochar-Asphalt Technology :

Market acceptance of the Verde Net Zero Blueprint technologies by contractors, state Departments

of Transportation, and private sector customers will influence royalty streams and future expansion opportunities.

Credit Monetization :

The issuance, pricing, and sales of certified carbon removal credits tied to our biochar-based asphalt applications

will be a key driver of financial performance.

and Integration Costs :

Expenses related to technology transfer, compliance monitoring, and integration into licensee production

systems will impact near-term margins.

and Environmental Policies :

Federal and state infrastructure spending, emissions reduction mandates, and climate policies may

accelerate the adoption of our technology and corresponding revenue growth.

Improvement and Innovation:

Continuous improvement and innovation on our core technologies to enhance performance, durability, and

environmental benefits.

the Quality of our Products:

Maintain robust quality assurance and measurement systems to confirm that all licensed products consistently

meet our technical specifications and industry standards.

of Operations

following table provides selected financial data about our company for the years ended June 30, 2025, and June 30, 2024.

Statement of Operation

Cost of revenue

Operating expenses

Goodwill impairment

Selling, general and administrative expenses

Other operating expenses

Loss from operation

2 unchanged sentences

Provision of income tax

Net loss attributable to non-controlling interests

Net loss attributable to shareholders of the group

$ (4,783,013 )

$ (3,187,774 )

The revenue derived from the rental income, compost spreading and distribution of renewable commodities.

We have generated $158,098 and $38,169 revenues for the years ended June 30, 2023, and 2022, respectively, and have recorded a gross loss of $80,055 and $107,187 for the year ended June 30, 2023, and 2022.

Cost of revenue

We incurred cost of revenue of $238,153 and $145,356 in the production and distribution of renewable commodities during the year ended June 30, 2023, and 2022, respectively.

have generated $133,202 in revenue for the year ended June 30, 2025, representing an increase of $36,618, or 37.9%, compared to revenue

of $96,584 in the prior year.

The increase was primarily attributable to a shift in product mix, with greater sales of our higher-margin

Biochar Asphalt Premix, which became the predominant revenue driver in 2025.

In contrast, revenue in 2024 also included sales of raw

biochar, which carries lower margins and contributed a larger share of revenue in that year.

of revenue in 2025 comprised the cost of Biochar Asphalt products sold whereas the cost for the year ended June 30, 2024 also included

cost of biochar produced.

Consequently, cost of revenue decreased by $11,189 or 17.8%, from $62,978 in the year ended June 30, 2024,

to $51,789 during the year ended June 30, 2025.

The decrease was primarily due to a change in the composition of products sold.

fiscal 2024, the cost of revenue included the production costs associated with raw biochar, which carried higher relative production

and handling costs.

Profit (Loss)

profit for the year ended June 30, 2025 was $81,413, an increase of $47,807, or 142.3%, compared to gross profit of $33,606 in 2024.

The improvement in gross profit was driven not only by increased revenues but also by a favorable product mix, as the Biochar Asphalt

Premix that was our primary product sold in 2025 has significantly higher gross margins than raw biochar, which was a primary driver

General and Administrative Expenses

general and administrative expenses comprised mainly of salaries, office costs, legal and professional fees, consultancy fee, research

and development cost and travelling expenses.

We have incurred $5,889,024 and $2,882,376 in selling, general and administrative expenses

through the years ended June 30, 2025 and 2024, respectively.

Selling, general and administrative expenses increased year over year by

104.3%, or $3,006,648, primarily due to a special bonus of $1.25 million to Jack Wong, our Chief Executive Officer, in recognition of

his contributions in transforming the Company into a pioneer in the Net Zero building materials and carbon removal industry, increase

of consultancy fees (share-based compensation to nonemployees of $1,341,373) as the new agreements were entered into in the last 2 months

of the previous financial year, share based compensation to an employee and a director of $432,246 and $5,534 respectively, accrued professional

fees of $110,000 in relation to the planned uplisting to NASDAQ, and research and development cost of $300,000 payable to C-Twelve pursuant

to the C-Twelve Agreement.

Operating Expenses

Operating expenses comprised mainly of salaries, office costs, legal and professional fees, consultancy fee and travelling expenses.

We have incurred $3,216,022 and $1,905,301 in operating expenses through June 30, 2023, and June 30, 2022.

Operating expenses increased by 68.8%, or $1,310,721, primarily due to increase of consultancy fee and legal and professional fee for the year ended June 30, 2023.

Interest expense

The Company recorded interest expense of $1,881,807 and $1,948,086 on the promissory notes for the years ended June 30, 2023, and 2022, respectively.

Lease interest amounted to $36,765 and $1,065 for the years ended June 30, 2023, and 2022, respectively.

We have other income of $1,215,689 and $12,104 for the year ended June 30, 2023, and 2022.

Other income increased by $1,203,585, primarily due to gain on disposal of a subsidiary of $980,714 and fair value adjustment on convertible promissory notes issued to BOC of $194,865 as disclosed in Note 12 of the financial statements.

We recorded a net loss of $3,998,960 and $3,954,414 for the years ended June 30, 2023, and 2022, respectively.

Plan of Operation

Expansion Plans

The Company is diversifying into the green industry with its acquisition of Bio Resources Ltd (“BRL”), the beneficial and/or registered proprietor of the intellectual property known as “Catalytic Biofraction Process”, which is a slow pyrolysis process using a proprietary catalyst to depolymerise palm biomass wastes (empty fruit bunches or palm kernel shells) in temperature range of 350 degC to 500 degC to yield commercially valuable bio products:

bio-oil, wood vinegar (pyroligneous acid), biochar and bio-syngas.

The intellectual property is a second-generation pyrolysis process where non-food feedstock like the palm biomass wastes is used as feedstock.

The Company announced a momentous partnership with Green Carbon Industries (“GCI”) in August 2023, securing exclusive access to their invaluable intellectual property (IP) rights.

This groundbreaking collaboration lays the foundation for revolutionary infrastructure development, marked by innovative biochar asphalt showcase projects within the United States.

These projects complement GCI’s established successes in the Asia Pacific (APAC), Middle East, and Africa regions.

Our shared commitment revolves around validating the concept’s feasibility and scalability for carbon sequestration, thereby transforming global infrastructure development, and proactively addressing pressing environmental challenges.

Biochar-asphalt, an innovative, eco-friendly, high performance, and cost-saving alternative to conventional high CO 2 footprint asphalt production and installation, holds immense promise in addressing environmental concerns.

Through the integration and extensive utilization of biochar – a carbon-rich material derived from organic waste, The Company aims to reduce carbon emissions and the carbon footprint of infrastructure projects.

The American showcase projects will serve as compelling evidence of the technology’s capability in carbon sequestration, efficiently mitigating greenhouse gas, enhancing durability and cost efficiencies, all while simultaneously addressing pressing environmental challenges.

Earlier this year, Puro.earth, the world’s foremost crediting platform for durable carbon removal, officially registered the Company as a Carbon Removal Credit supplier as part of its Accelerate program.

This partnership was formalized through a platform agreement signed in April 2023.

It is worth noting that Puro.earth was acquired by Nasdaq in June 2021.

The Company’s endeavors are poised to unlock revenue opportunities by generating Carbon Removal Credits (CORCs).

This critical step incentivizes the broader adoption of climate technologies and enables the Company to supply these credits to companies seeking to offset their carbon footprint in pursuit of net-zero objectives.

Simultaneously, this approach creates an additional and substantial revenue stream for the Company.

Apart from the green industry, the Company is also working on a partnership with MRX Technologies, a market leader in commercial extraction systems for cannabis and hemp.

The partnership includes an agreement for Verde Resources to white-label THC-free CBD products from MRX Technologies.

Limited Operating History;

Need for Additional Capital

There is limited historical financial information about us upon which to base an evaluation of our performance.

We cannot guarantee we will be successful in our business operations.

Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

We have no assurance that future financing will be available to us on acceptable terms.

If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.

other operating expenses for the year ended June 30, 2025 was $214,410, a decrease of $22,637, or 9.5%, compared to $237,047 for the

year ended June 30 2024.

Other operating expenses comprised of expenditure related to the maintenance of the plant for the production

and distribution of renewable commodities which was operating at reduced capacity due to strategic decisions of the Company.

was mainly attributable to the reduction in the direct labor cost related to the plant from $31,526 to $7,408 for the years ended June

30, 2024 and 2025, respectively.

interest expense for the year ended June 30, 2025 was $102,703, a decrease of $73,780, or 41.8%, compared to $176,483 for the year ended

June 30, 2024.The Company recorded interest expense of $86,456 and $116,916 for the years ended June 30, 2025, and 2024, respectively,

on certain promissory notes issued to a related party as discussed in more detail in “Note 13 – Promissory Note to Related

Party” to our audited financial statements.

Lease interest expenses amounted to $5,368 and $45,926 for the years ended June 30,

2025, and 2024, respectively.

Bank loan interest amounted to $10,879 and $13,640 for the years ended June 30, 2025, and 2024, respectively.

The decrease in interest expenses is mainly due to settlement of lease liabilities associated with the disposal of an asset held for

sale and certain property, plant and equipment which were under financing arrangements, and the early conversion of promissory notes

with a principal amount of $675,888 on August 16, 2024.

have other income of $1,341,711 for the year ended June 30, 2025, an increase of $1,267,073, or 1,697.6%, compared to $74,638 for the

year ended June 30, 2024.

The significant increase in other income was primarily driven by gain on insurance claim of $481,513, gain

from disposal of property, plant and equipment of $164,624, interest income from placement of deposit with bank of $70,650 and unrealized

foreign exchange gain of $582,034.

The remaining balance of other income mainly represented rental income earned.

a result of the above factors, the Company incurred a net loss of $4,783,013 for the year ended June 30, 2025, representing an increase

in net loss of $1,595,239, or 50%, compared to a net loss of $3,187,774 for the years ended June 30, 2025, and 2024, respectively.

for Additional Capital

cannot guarantee we will be successful in our business operations and we have historically financed our operating activities through

the sale of our equity securities.

Our business is subject to risks inherent in the establishment of a new business enterprise, including

limited capital resources, uncertain revenue streams, customer concentration, possible delays in the exploration of our properties, and

possible cost overruns due to price and cost increases in services.

have no assurance that future financing will be available to us on acceptable terms.

If financing is not available on satisfactory terms,

we may be unable to continue, develop or expand our operations.

Equity financing could result in additional dilution to existing shareholders.

Liquidity and Capital Resources

Our primary sources of liquidity are cash generated from private placements.

Cash generated from operations is highly dependent on the sale of our products, which are still under development stage.

and Capital Resources

primary sources of liquidity are cash generated from private placements of our Common Stock.

Cash generated from operations is highly

dependent on the sale of our products.

Cash and cash equivalents totaled $1 million as of June 30, 2025, and $0.3 million as of June

The following table provides selected cash flow data about our company for the years ended June 30, 2023, and 2022.

following table provides selected cash flow data about our Company for the years ended June 30, 2025, and 2024.

Cash Flow Date

2 unchanged sentences

$ (2,087,990 )

Net cash used in investing activities

$ (1,348,823 )

Net cash provided by (used in) investing activities

Net cash provided by financing activities

1 unchanged sentence

Net increase in cash and cash equivalents

$ (1,698,705 )

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Net Cash Used In Operating Activities.

Cash used in operating activities reflects net loss adjusted for certain non-cash items, including depreciation expense, amortization of intangible assets, gain on disposal of subsidiary, fair value adjustment on convertible promissory notes, and stock-based compensation, and the effects of changes in operating assets and liabilities.

The increase in cash used in operating activities for the year ended June 30, 2023, as compared to 2022 was primarily due to higher net loss adjusted for non-cash interest expense of promissory notes and the increase of accrued liabilities and other payables and advanced from related parties.

In the operation analysis, the net cash used in operating activities increased from $1,595,961 to $1,656,896.

The operation loss of $3,998,960 was partially offset by the noncash expenses such as $254,852 in depreciation, $124,688 in amortization, $519,671 in share-based compensation, $1,877,739 in interest expenses on promissory notes, $60,297 in lease interest expense, fair value adjustment on convertible promissory note of $194,865, gain on disposal of subsidiary of $980,714 and $600 from gain on disposal of property, plant and equipment.

In the operating assets and liabilities, the net decrease in current assets resulted from an increase of other receivables, deposits and prepayments of $104,470, an increase in inventories held of $13,850 and a decrease in accounts receivables of $7,785.

The net increase in current liabilities resulted from $348,913 increase in advances from related parties, $403,259 increase in accrued liabilities and other payables and $75,768 increase in accounts payable, offset by a decrease in advances from director of $12,877.

The final result of the cash flow used in operating activities was $1,656,896.

Net Cash Used In Investing Activities.

The net cash used by investing activity of $387,938 resulted from purchase of property, plant and equipment of $497,302, deposit paid for acquisition of subsidiary company of $21,423, offset by proceeds on disposal of property, plant and equipment of $23,000, net cash inflow from disposal of subsidiary company of $106,647 and net cash inflow on acquisition of a subsidiary company of $1,140 for the year ended June 30, 2023.

Net Cash Provided By Financing Activities.

The net cash provided by financing activities of $1,628,281 resulted from proceeds from shares issued of $1,576,280 and net proceeds from drawdown of loans of $191,000, set off partially by repayments to lease liabilities and related interests for the years ended June 30, 2023, of $138,999 and $10,406 respectively.

The cash flow situation will not allow for operations in the coming next 12 months by self-generated cash provided from operating activities.

The Company needs to increase cash flow supplies with a long-term plan until the Company makes sustainable profits and has a positive cash flow.

Otherwise, loans from related parties may be a temporary solution, although we have no written loan agreements.

There is no guarantee that we will be able to secure adequate financing.

If we fail to secure sufficient funds, our business activities may be curtailed, or we may cease to operate.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

Cash Used in Operating Activities.

used in operating activities reflects net loss adjusted for certain non-cash items, including depreciation expense, amortization of right

of use assets and stock-based compensation, and the effects of changes in operating assets and liabilities.

Our net cash used in operating

activities increased $1,322,781, or 63.4%, from $2,087,990 for the fiscal year ended June 30, 2024, to $3,410,771 for the fiscal year

ended June 30, 2025.

The increase in cash used in operating activities for the year ended June 30, 2025, as compared to 2024 was primarily

due to operational loss of $4,783,013 offset by non-cash movements of $1,176,720 and net increase in working capital of $195,522.

noncash expenses comprised $248,940 in depreciation, $102,857 in amortization, $1,341,373 in share based compensation to nonemployee,

$432,246 in share-based compensation to employees, $5,534 in share-based compensation to a director, $84,718 in interest expenses on

promissory notes, loss on disposal of assets held for sale of $2,877, impairment of property, plant and equipment of $137,632, impairment

of asset held for sale of $5,866, operating lease expense of $42,848 and offset by unrealized foreign exchange gain of $582,034, gain

from insurance claim of $481,513 and gain on disposal of property, plant and equipment of $164,624.

The net increase in working capital

was generated from amount due to director, receivables from sale of inventories, other receivables, deposits and prepayments, and accrued

liabilities and other payables, offset against decrease of working capital from inventories, accounts payable, related parties and repayments

Cash Provided by (Used in) Investing Activities.

net cash provided by investing activities for the year ended June 30, 2025 was $3,182,138, representing an increase of $5,198,784, or

257.8%, compared to net cash used by investing activities of $2,016,646 for the year ended June 30, 2024.

The significant increase was

due to proceeds from disposal of assets held for sale of $943,300, proceeds from disposal of property, plant and equipment of $947,995,

proceeds from insurance recoveries of $541,221 and withdrawal of deposit in bank of $750,000, offset with purchase of property, plant

and equipment of $378 for the year ended June 30, 2025.

Meanwhile, during year ended June 30, 2024, the net cash used by investing activities

of $2,016,646 resulted from purchase of property, plant and equipment of $16,646 and placement of deposit in bank of $2,000,000, representing

a strategic allocation of surplus cash from private placements completed during the year, and is intended to support future operational

or investment initiatives.

Cash Provided by Financing Activities.

net cash provided by financing activities was $979,420, representing a decrease of $3,148,226, or 76.3%, compared to net cash provided

by financing activities of $4,127,646.

The decrease due to reduction of proceeds from shares issued and to be issued of $1,983,000 in

2025 compared to $4,108,379 in 2024, set off partially by repayment of bank loan of $211,440, refund from cancellation of Common Stock

of $80,000 and repayments to lease liabilities of $712,140 for the year ended June 30, 2025.

Meanwhile, for the year ended June 30, 2024,

the net cash provided by financing activities of $4,127,646 resulted from proceeds from shares issued and shares to be issued of $4,108,379,

proceeds from bank loan of $50,000 and advance from other payables of $136,983 set off partially by repayment of bank loan of $29,560

and repayments to lease liabilities of $138,156.

Company generated a net cash inflow of $741,975 for the year ended June 30, 2025.

Accounting Estimates

preparation of financial statements and related disclosures in conformity with U.S.

GAAP requires management to make judgments, assumptions,

and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes.

Note 2, “Summary

of Significant Accounting Policies,” to the consolidated financial statements describes the significant accounting policies and

methods used in the preparation of the consolidated financial statements.

The accounting policies described below are significantly affected

by critical accounting estimates.

Such accounting policies require significant judgments, assumptions, and estimates used in the preparation

of the consolidated financial statements, and actual results could differ materially from the amounts reported based on these policies.

Useful Lives and Depreciation of Property, Plant and Equipment

Company’s property, plant and equipment are stated at cost, net of accumulated depreciation and impairment losses, if any.

We depreciate

our property, plant and equipment on a straight-line basis over their estimated useful lives, which range from 3 to 27.5 years for land

and buildings, 5 to 10 years for plant and machinery, and 3 to 10 years for other asset categories, including office equipment, computers,

motor vehicles, furniture and fittings, and renovations.

The depreciation method and estimated useful lives reflect management’s

judgment based on historical experience, the nature of the assets, their anticipated use, and technological and economic factors.

estimation of useful lives is a critical accounting estimate because it requires significant management judgment and has a material impact

on our consolidated financial statements.

Changes in the estimated useful lives of our assets could significantly affect the timing of

depreciation expense recognized in future periods.

For the fiscal years ended June 30, 2025 and 2024, depreciation expense totaled $248,940

and $417,517, respectively.

periodically review the estimated useful lives of our assets and revise them when events or changes in circumstances indicate that the

current estimates are no longer appropriate.

We also review our assets for impairment whenever events or changes in circumstances indicate

that the carrying amount of an asset may not be recoverable.

Impairment of Long-Lived Assets and Intangible Assets

assess long-lived assets, including property, plant and equipment, and indefinite-lived intangible assets, for impairment whenever events

or changes in circumstances indicate that the carrying amount may not be recoverable and, for indefinite-lived intangible assets, at

least annually.

Recoverability of long-lived assets is measured by comparing the carrying value to the estimated undiscounted future

cash flows expected from the asset or asset group.

the carrying value exceeds the expected undiscounted cash flows, an impairment loss is measured as the excess of the carrying amount

over fair value.

Fair value is generally determined using valuation techniques that incorporate significant estimates and assumptions,

including projected future revenues, operating margins, and discount rates.

indefinite-lived intangible assets primarily consist of technology-related intellectual property associated with our carbon-negative

technology platform, which we expect to generate economic benefits over an indefinite period.

perform our annual impairment assessment for indefinite-lived intangible assets in the fourth quarter of each fiscal year in accordance

with ASC 350-30-35.

We may first perform a qualitative assessment to determine whether it is more likely than not that the fair value

of an indefinite-lived intangible asset is less than its carrying amount.

If the qualitative assessment indicates potential impairment,

or if we elect to bypass it, we perform a quantitative impairment test.

the fiscal year ended June 30, 2025, management performed a qualitative assessment.

This assessment considered a range of factors, including

macroeconomic conditions, industry and market trends, cost factors, regulatory and legal developments, overall financial performance,

and internal reporting relative to management’s plans.

connection with this assessment, management developed projections of expected future performance, including anticipated commercialization

and scale-up activities associated with a key customer contract executed prior to the issuance of the financial statements.

These projections

incorporated management’s expectations regarding pricing, production capabilities, and the Company’s ability to fulfill contractual

Assumptions and Estimates

a quantitative impairment test was not required for the fiscal year ended June 30, 2025, the qualitative assessment required the use

of significant estimates and assumptions that are consistent with those that would be used in a quantitative analysis.

The key assumptions

that drive the estimated fair value of our indefinite-lived intangible assets include:

pricing and demand for carbon removal credits;

commercialization timelines associated with key customer agreements;

revenue growth rates associated with scaling our carbon-negative technology platform;

operating margins and cost structure as commercialization progresses;

developments and market conditions affecting the carbon removal industry.

assumptions are inherently uncertain and are based on management’s judgment regarding future business performance and market conditions.

in Assumptions Year Over Year

the fiscal year ended June 30, 2025, management updated its assumptions and projections to reflect current contractual developments,

including the execution of a new customer agreement, as well as changes in expected commercialization timing and near-term growth expectations.

These updates resulted in a revised outlook for projected future cash flows compared to prior periods.

context, in the fiscal year ended June 30, 2024, we performed a quantitative impairment assessment that included key valuation inputs

such as a discount rate of approximately 9% and long-term inflation assumptions of approximately 2%, along with production capacity and

expansion assumptions tied to anticipated plant development.

These assumptions were based on management’s expectations at that

time regarding market adoption, pricing, and operating performance.

of Key Assumptions

a quantitative impairment test was not required for the fiscal year ended June 30, 2025, management considered the sensitivity of key

assumptions underlying its qualitative assessment.

Changes in key inputs, such as decreases in projected revenue growth rates, delays

in commercialization timelines, or adverse changes in carbon credit pricing, could reduce expected future cash flows and, in turn, the

estimated fair value of the indefinite-lived intangible assets, potentially resulting in the carrying value exceeding estimated fair

Similarly, increases in discount rates, if a quantitative analysis were performed, would reduce the present value of projected

cash flows and decrease estimated fair value.

Adverse changes in market or regulatory conditions, including reduced demand for carbon

credits, could also negatively impact projected cash flows and fair value.

management did not perform a quantitative sensitivity analysis for the 2025 assessment, it evaluated whether reasonably possible changes

in key assumptions would indicate that it is more likely than not that the fair value of the assets is less than their carrying amount.

However, if actual results differ from these assumptions, such changes could result in the recognition of a non-cash impairment charge

and a corresponding reduction in the carrying value of intangible assets on the Company’s consolidated balance sheet.

That Could Impact Future Valuations

events that could result in a quantitative impairment test or an impairment charge include, among others:

adverse changes in expected commercialization timelines under key customer contracts;

declines in expected pricing or demand for carbon removal credits;

increases in costs that negatively affect projected profitability;

to fund contractual or operational commitments;

regulatory or market developments affecting our carbon-negative technologies.

on the qualitative assessment performed for the fiscal year ended June 30, 2025, management concluded that it was not more likely than

not that the fair value of its indefinite-lived intangible assets was less than their carrying amount.

Accordingly, no quantitative impairment

test was required and no impairment was recognized for these assets during the period.

and Write-Offs of Plant and Machinery

losses for the fiscal years ended June 30, 2025 and 2024:

$137,632 and $134,042, respectively

for the fiscal years ended June 30, 2025 and 2024:

$0 and $3,979, respectively

Allowance for Expected Credit Losses

maintain an allowance for expected credit losses on accounts receivable and other financial instruments based on a current expected credit

loss (CECL) model under ASC 326.

The allowance is estimated using a combination of quantitative and qualitative factors, including historical

loss experience, current economic conditions, customer-specific credit risk, and reasonable and supportable forecasts of future conditions.

judgment is involved in identifying relevant risk factors, evaluating the impact of macroeconomic variables (e.g., inflation, interest

rates, geopolitical instability), and determining the appropriate loss rates.

A change in these factors could materially affect the timing

and amount of credit loss provisions.

of June 30, 2025, and 2024, the allowance for expected credit losses on accounts receivable was $0 and $27,481, respectively.

Revenue Recognition and Principal vs.

Agent Determination

recognize revenue in accordance with ASC 606 by identifying performance obligations in contracts, determining the transaction price,

and allocating the price to each performance obligation.

Significant estimates and judgments are involved in determining the point in

time when control of a product transfers to the customer and whether we act as principal or agent in arrangements involving third-party

contributions to the delivery of goods.

judgments affect the timing and amount of revenue recognized.

Factors considered include our role in the transaction, control of inventory

before transfer, and pricing discretion.

Incorrect judgments could materially impact reported revenue and profitability.

Stock-Based Compensation

account for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) Topic 718-10, Compensation—Stock

Compensation, which requires all share-based payment arrangements with employees, directors, and nonemployees to be measured and recognized

in the financial statements based on the fair value of the equity instruments granted.

consider the accounting for stock-based compensation to be a critical accounting estimate due to the significant judgment and assumptions

involved in determining the grant date, estimating the fair value of the awards, and the timing and recognition of related expenses.

These estimates have a material impact on our results of operations.

both employee and nonemployee awards, the grant date is determined based on the date of final Board approval of the award, in accordance

with ASC 718.

The fair value of stock awards is generally determined based on the market price of our Common Stock on the grant date.

For awards where the grant date has not yet been established but the service inception date has commenced, we accrue compensation expense

based on the estimated fair value of our Common Stock at the end of each reporting period, which may introduce variability in the reported

compensation expense.

of the years ended June 30, 2025 and 2024, we recorded accrued compensation costs related to these arrangements of $89,165 and $274,870,

respectively.

certain instances, we issue share-based awards to nonemployees that are fully vested and nonforfeitable upon issuance, including awards

issued in advance of receiving goods or services.

In such cases, we recognize prepaid share-based compensation in accordance with ASC

718-10-45-3, which is recorded as an asset upon issuance and expensed as the related goods or services are received.

The fair value of

such awards is determined at the grant date based on the market price of our Common Stock.

awards are legally issued, fully vested and nonforfeitable upon issuance, and the recipients obtain the same ownership rights as all

other holders of the Company’s Common Stock.

Accordingly, the shares are recorded within stockholders’ equity upon issuance,

while the related prepaid share-based compensation is recognized as an asset and amortized over the applicable service period, in accordance

with ASC 718, as the related services are received.

the related services are not completed, we will evaluate the remaining unamortized prepaid share-based compensation and will reverse

amounts associated with unperformed services through additional paid in capital (APIC).

In such circumstances, we shall seek to negotiate

the voluntary cancellation of shares previously issued;

however, such shares are not subject to contractual forfeiture, repurchase, or

automatic cancellation provisions.

If a cancellation agreement is executed, the related Common Stock and APIC associated with the cancelled

shares are reversed.

the fiscal years ended June 30, 2025 and 2024, we recognized total share-based compensation expense as follows:

For the year ended June 30,

fair value of our Common Stock, particularly in periods of volatility, is a key source of estimation uncertainty.

Changes in assumptions

or market conditions could significantly impact the fair value of awards and the related compensation expense.

Deferred Taxes and Valuation Allowances

assess the realizability of deferred tax assets by evaluating both positive and negative evidence, including future taxable income, tax

planning strategies, and recent financial performance.

If it is more likely than not that some or all of the deferred tax assets will

not be realized, a valuation allowance is recorded.

is required to estimate future taxable income and assess the impact of economic trends or changes in tax law.

Adjustments to valuation

allowances could materially impact our income tax expense or benefit.

believe the estimates and assumptions used in preparing our consolidated financial statements are reasonable and appropriate.

actual results could differ materially from those estimates, which could have a significant impact on our financial condition, results

of operations, and cash flows.

of June 30, 2025 and 2024, we had cash and cash equivalent of $1,021,112, representing an increase of $741,975, or 265.8%, compared to

$279,137 as of June 30, 2024, respectively.

Deposits with banks decreased by $723,516, or 36%, from $2,000,000 as of June 30, 2024, to

$1,276,484 as of June 30, 2025.

The Company’s accumulated operating losses increased by $4,782,977, or approximately 35%, from

$13,480,204 as of June 30, 2024 to $18,263,181 as of June 30, 2025.

Party Transactions

March 13, 2023, the Company and its former indirect wholly-owned subsidiary Champmark Sdn Bhd (“CSB”) entered into a Settlement

of Debts Agreement (the “SDA Agreement”) for the settlement in full of CSB’s account payable to a related party, Borneo

Oil Corporation Sdn Bhd (“BOC”) by way of the issuance of a two year term Promissory Note with the face value (principal)

amount of $675,888, and bearing 2% coupon interest.

The Note was repayable by May 12, 2025, either in cash or by the issuance of the

Company’s restricted Common Stock priced at $0.07 per share at the discretion of the holder of the Promissory Note.

9,655,542 shares of the Company’s restricted Common Stock were issued on August 16, 2024, to Borneo Oil Berhad, the appointed nominee

of the Creditor, to settle in full the total of $675,888 of CSB’s account payable to the Creditor.

transaction allowed us to eliminate the outstanding debt without the use of cash and resulted in a corresponding increase in stockholders’

The reacquisition price of the debt was at the fair value of the Company’s Common Stock represented by the closing quoted

market price of $0.29 per share on its issuance date, August 16, 2024.

The Company accounted for this transaction as a capital transaction

which represented a distribution to an equity holder and therefore was not charged to earnings.

Accordingly, no gain or loss was recognized

in the consolidated statements of operations.

We believe this transaction strengthens our balance sheet and improves our liquidity position

by reducing liabilities through equity-based financing.

Sheet Arrangements

do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial

condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources

that is material to investors.

than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments, or events that

are reasonably likely to have a material effect on our net revenues, income from operations, profitability, liquidity or capital resources,

or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company”, we are not required to provide the information required by this Item.

a “smaller reporting company”, we are not required to provide the information required by this Item.

Financial Statements and Supplementary Data

financial statements begin on page F-1 and are incorporated in their entirety into this Item 8.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 7. Management’s Discussion and Analysis