What changed in this filing

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Item 9A. Controls and Procedures

2026-06-03 compared with 2024-02-15 · 3151 added, 356 removed, 47 unchanged (99% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Annual Report on Form 10-K (the “Evaluation Date”).

During the financial year, the Company has been undertaking tremendous changes and expansion which rendered the management to re-consider the available of more management talents and professional staff to meet the enlargement in operation under the coming acquisition and expansion move.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of the Evaluation Date that our disclosure controls and procedures were not effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

As of June 30, 2023, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments.

During the 2022, the Company has been undertaking tremendous enlargement and expansion which rendered the management to re-consider the available of more management talents and professional staff to meet the enlargement in operation during and after the coming acquisition and expansion move.

Based on this consideration and that evaluation, the current management concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.

This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were:

(1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

(3) inadequate segregation of duties consistent with control objectives;

and (4) management is dominated by three individuals without adequate compensating controls.

The aforementioned material weaknesses were identified by our Chief Executive and Financial Officers in connection with the review of our financial statements as of June 30, 2023.

Management believes that the material weaknesses set forth above may have an immediate negative effect on our financial results because of our enlargement of operation.

However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements if the Company were growing substantially after the expansion move was materialized.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

With the participation of our Chief Executive and Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2023, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework.

Based upon such evaluation, our management concluded that we did not maintain effective internal control over financial reporting as of June 30, 2023, based on the COSO framework criteria because of the enlargement in operation.

The management acknowledged that there is room for further improvement in maintaining effective internal control and shall take steps to implement management’s remediation initiatives during and after that expansion, This includes recruiting more management talents and professional staff, committing the entire organization to allocate necessary organizational resources, and cross-functional collaboration focused on strengthening the Company’s quality systems and operating culture.

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.

In order to cure the foregoing material weakness, we have taken or are taking the following remediation measures:

We have been working on recruitment of more management talents and professional staff to fill in the gap of shortage of personnel under enlargement of operation during and after this expansion move.

With the enlargement of operation, the management needs to re-consider and re-evaluate the entire internal control reporting system and related risk and changes.

We have regularly offered our financial personnel trainings on internal control and risk management.

Also, we have regularly provided trainings to our financial personnel on U.S.

of Disclosure Controls and Procedures

the supervision and with the participation of our senior management, including our principal executive officer and principal financial

officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined

in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Based on this

evaluation, our principal executive officer and principal financial officer concluded that, while improved, our disclosure controls and

procedures were not effective due to the material weaknesses in internal controls over financial reporting noted below.

Management ’ s

Responsibility for Internal Controls over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a

-15(f) under the Exchange Act.

Our internal control was designed to provide reasonable assurance to our management and board of directors

regarding the preparation and fair presentation of published financial statements.

Our internal control over financial reporting is designed

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for

external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the

assets of our company,

reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance

with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors,

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on the consolidated financial statements.

Limitations of Internal Control over Financial Reporting

of its inherent limitations, internal control over financial reporting may not prevent or detect all errors or misstatements in our financial

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the

objectives of the control system are met.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk

that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures

may deteriorate.

Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute

assurance that all control issues and instances of fraud, if any, have been detected.

Annual Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over

financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

the participation of our principal executive and principal financial Officer, our management conducted an evaluation of the effectiveness

of our internal control over financial reporting as of June 30, 2025, based on the criteria set forth by the Committee of Sponsoring

Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework, along with applicable SEC guidance.

Based upon such evaluation, our management concluded that, while we have improved upon our internal control over financial reporting

as of June 30, 2025, based on the COSO framework, our disclosure controls and procedures were not effective due to the material weaknesses

in internal controls over financial reporting noted below.

Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control

over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant

to an exemption for non-accelerated filers from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act of

identified the following material weaknesses in our internal control over financial reporting as of June 30, 2025.

A material weakness

is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility

that a material misstatement of the issuing company’s annual or interim financial statements will not be prevented or detected

on a timely basis.

of duties – Certain key duties and responsibilities were not adequately segregated due to the lean structure of our finance

function, which relied on a limited number of individuals.

While this structure enabled agility during our transition to a sustainability-focused

enterprise, it increased the risk of error or fraud.

processes and documentation – Although effective practices were in place, we lacked sufficiently formalized and documented

policies, procedures, and controls related to the preparation, review, and approval of financial reporting, including management

review controls.

Reporting – Lack of financial personnel with sufficient knowledge and experience with SEC regulations and reporting.

audit function – We did not maintain a dedicated internal audit function to independently assess and monitor the effectiveness

of internal controls.

The absence of such a function limited our ability to perform ongoing, independent evaluations of the control

Committee – lack of a functioning audit committee.

management determined that we did not maintain effective internal control over financial reporting as of June 30, 2025.

Plan for the Material Weaknesses

order to cure the foregoing material weakness, we have taken or intend to take the following remediation measures:

have been working on recruitment of more management talents and professional staff to fill in the gap of shortage of personnel, including

by the hiring of our chief financial officer, Sherina Chui, on May 1, 2025.

With our anticipated expansion of operations, management

intends to continuously evaluate the adequacy and skillset of our human capital resources.

have regularly offered our financial personnel trainings on internal control and risk management.

Also, we have regularly provided

trainings to our financial personnel, including our financial consultants, on U.S.

GAAP accounting guidelines.

We plan to continue to provide trainings to our financial team and our other relevant personnel on the U.S.

GAAP accounting guidelines applicable to our financial reporting requirements.

We intend to complete the remediation of the material weaknesses discussed above as soon as practicable, but we can give no assurance that we will be able to do so.

Designing and implementing an effective disclosure controls and procedures is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to devote significant resources to maintain a financial reporting system that adequately satisfies our reporting obligations.

The remedial measures that we have taken and intend to take may not fully address the material weakness that we have identified, and material weaknesses in our disclosure controls and procedures may be identified in the future.

We plan to continue

to provide trainings to our financial team and our other relevant personnel on the U.S.

GAAP accounting guidelines applicable to

our financial reporting requirements.

have engaged with an external consultant to help facilitate our compliance with regulatory reporting requirements.

We utilize this

third-party independent contractor for the preparation of our financial statements.

Although the financial statements and footnotes

are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment

of such transactions.

The third-party independent contractor is not involved in our day-to-day operations and may not be provided

information from management on a timely basis to allow for adequate reporting/consideration of certain transactions

have appointed an independent non-employee director in July 2025, and we intend to appoint additional independent directors to assist

in the corporate governance process, assessment of our processes relating to our risks and control environment, oversight of our

financial reporting, evaluation of our internal and independent audit processes and establishment of a functioning audit committee.

intend to pursue the courses of action discussed above as soon as practicable, but we can give no assurance that we will be able to do

Designing and implementing an effective disclosure controls and procedures is a continuous effort that requires us to anticipate

and react to changes in our business and the economic and regulatory environments and to devote significant resources towards maintaining

a financial reporting system that adequately satisfies our reporting obligations.

The remedial measures that we have taken and intend

to take may not fully address the material weakness that we have identified, and material weaknesses in our disclosure controls and procedures

may be identified in the future.

Should we discover such conditions, we intend to remediate them as soon as practicable.

We are committed to taking appropriate steps for remediation, as needed.

Officers’ Certifications

Appearing as exhibits to this Annual Report are “Certifications” of our Chief Executive Officer and Chief Financial Officer.

The Certifications are required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”).

This section of the Annual Report contains information concerning the Controls Evaluation referred to in the Section 302 Certification.

This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

Changes in Internal Control Over Financial Reporting

The Company initiated its remediation of material weaknesses identified above, which steps were being implemented during the period covered by this Annual Report.

We are committed

to taking appropriate steps for remediation, as needed.

Certifications

as exhibits to this Annual Report are “Certifications” of our Chief Executive Officer and Chief Financial Officer.

The Certifications

are required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”).

This section of

the Annual Report contains information concerning the Controls Evaluation referred to in the Section 302 Certification.

This information

should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

in Internal Control Over Financial Reporting

have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph

(d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the year ended June 30, 2025 that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance

All Directors of the Company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified.

The officers of the Company are appointed by the Board of Directors and hold office until their death, resignation or removal from office.

Directors of the Company hold office until the next annual meeting of the security holders or until their successors have been elected

and qualified.

The officers of the Company are appointed by the Board of Directors and hold office until their death, resignation or

removal from office.

The Directors and executive officers, their ages, positions held, and duration as such, are as follows:

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October 1, 2022

Balakrishnan B S Muthu

Treasurer, Chief Financial Officer, General Manager and Director

October 17, 2013

February 20, 2016

Liang Wai Keen

Chief Financial Officer

Chief Operating Officer and Director

October 1, 2023

Jack Wong , age 40, has been appointed Chief Executive Officer effective October 1, 2022.

He has been serving as the CEO of The Wision Project Sdn Bhd, a subsidiary which was acquired by the Company in March 2022;

his division has been instrumental in the Company’s transition to the carbon and CBD realm.

Wong also previously worked with Fun Characters International Pte Ltd, which was then the master licensee for Disney Consumer Products, Inc.

in the ASEAN countries of Singapore, Malaysia, Indonesia, and Thailand.

The company Mr.

Wong represented then was granted third party rights to reproduce and use certain Disney characters, Disney materials, and Disney trademarks in connection with manufacturing, distribution, and sale of Disney consumer products in the region.

He then went on to build and run a seaside dive resort - Scuba Tiger, which is located 45 minutes away from one of the world’s best dive spots - Sipadan island, in Sabah, Borneo, where he hosted scuba divers from all over the world, until the pandemic hit.

Wong graduated with a bachelor’s degree in Business Administration from Wichita State University in 2007.

Balakrishnan B S Muthu , age 61, has served our Chief Financial Officer, Treasurer, General Manager and Director since October 17, 2013.

He also served as our President from February 20, 2016 to September 30, 2022.

He has served as the General Manager of Champmark Sdn.

Bhd., our subsidiary, since December 2007.

Balakrishnan has more than 20 years of experience in financial auditing and business strategic planning.

He has been involved in preliminary alluvial mine planning and initial development of Merapoh Project since 2008.

Prior to joining us, Mr.

Balakrishnan worked for Petroliam Nasional Berhad (Petronas) from February 1981 to February 1992 in various departments including the roles in compilation of seismic data (1981-1984), kiosk coordination (1984-1987) and upstream financial auditing (1987-1992).

He has also worked as a consultant providing financial and technical services for several oil and gas projects.

Balakrishnan brings his deep audit and financial and mining experiences to our board.

Balakrishnan graduated with a Diploma in Business Administration from Association of Business Executives (ABE) UK in December 1989.

He is also a Chartered Financial Planner (CFP).

Chen Ching , age 63, has served as our Director since February 20, 2016.

He has served as the Managing Director of C&K Holdings Pte.

Ltd., his investment holding company, since 1990.

C&K Holdings.

Pte Ltd was founded in Singapore in 1990 with diverse interests in Singapore, Malaysia, Taiwan, China, UK, Thailand and Vietnam.

Its portfolio spans property development and management, furniture manufacturing, fuel product technology, public transportation, software development, commodity electronic trading platform, and gold mining.

Chen has also served as a director of Dynamic Offshore Pte Ltd since April 18, 2011, Premier International Holdings Pte Ltd since June 23, 2011, and Dynamics Holding (Thailand) Co., Ltd.

since August 23, 2013.

Chen brings to our board his experience as a serial entrepreneur with many successes through his investment holding company C&K Holdings Pte Ltd.

Chen graduated with a BA in Business Administration from Santa Clara University in 1982.

Liang Wai Keen , age 52, has served as our Secretary since October 17, 2013.

Liang started his career as a Project Officer with the Singapore Armed Forces before embarking into the private sector.

At the Singapore Armed Forces, he was accountable for the timely delivery of project milestones for a S$100M defense system.

He possesses project management and administrative experiences from his exposure to various industries, including corporate finance, mining and engineering fields.

He joined Federal Capital Investment Ltd as a project manager in October 2006 till present, he was involved in management, project planning and program implementation.

He was also responsible for interfacing and communicating directly with senior management and various professional parties.

He graduated with an honors degree in Electrical Engineering from Nanyang Technological University, Singapore in June 1996.

Employment Agreements

Other than as set out below, we have no formal employment agreements with any of our employees, Directors or officers.

Family Relationships

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

No executive officer or director is a party in a legal proceeding adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

No executive officer or director has been involved in the last ten years in any of the following:

Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity;

Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act requires our executive officers and Directors, and persons who own more than 10% of our Common Stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended June 30, 2022, and up to the date of this Current Report, our officers, Directors and greater than 10% percent beneficial owners have not filed any reports required by Section 16(a) of the Securities Exchange Act.

Code of Ethics

We have adopted a corporate code of ethics.

We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct;

Chief Growth Officer

August 1, 2024

Raymond Lee “Buzz” Powell

Wong, age 42, has served as our Chief Executive Officer and director since October 1, 2022.

Prior to that, he was CEO of The

Wision Project Sdn Bhd, a subsidiary of the Company, since December 2020.

Under his leadership, the division played an instrumental role

in the Company’s strategic transition into the carbon sector.

Between October 2013 and March 2020, he founded, developed, and operated

Scuba Tiger, a dive resort near Sipadan Island in Sabah, Borneo—one of the world’s premier scuba diving destinations.

this period, he also independently engaged in commodities trading as a sole proprietor.

From July 2008 to July 2013, Mr.

as Head of Operations – Disney Department at TCT Trading S/B where he led the collaboration with Fun Characters International Pte

Ltd., then the master licensee for Disney Consumer Products, Inc.

in Southeast Asia, covering Singapore, Malaysia, Indonesia, and Thailand.

TCT Trading S/B was granted third-party rights to reproduce and use selected Disney characters, materials, and trademarks in connection

with the manufacturing, distribution, and sale of Disney consumer products throughout the region.

Wong received his bachelor’s

degree in business administration from Wichita State University in 2007.

He also received a certificate in Life Cycle Assessment:

Environmental Impacts from the Massachusetts Institute of Technology in 2022.

Chui , age 49, brings over two decades of financial leadership experience spanning construction, industrial investments, and fast-moving

consumer goods (FMCG).

Chui has served as our Chief Financial Officer since May 2025.

From March 2018 to March 2025, she served as

a senior financial executive at Singbuild Construction Co., Ltd, a multinational company, where she led key initiatives in corporate

restructuring, internal controls, and financial risk management.

During her tenure, she was instrumental in driving financial stability,

regulatory compliance, and operational improvements across multiple business units.

Sherina has deep expertise in both International

Financial Reporting Standards (IFRS) and U.S.

GAAP, which will be critical as the Company scales its Net Zero Blueprint, expands U.S.

operations, and licenses its technologies globally.

Her strategic financial acumen and operational discipline will help reinforce the

Company’s financial framework, ensure SEC compliance, and support long-term growth in an increasingly complex regulatory and market

Chui received her bachelor’s degree in accounting from RMIT University in 1998.

Bava , age 45, is a highly accomplished business leader with a proven track record across multiple industries.

Bava has served

as our Chief Operating Officer and director since October 2023.

Prior to that, Mr.

Bava served as Co-Founder and Chief Operating Officer

of Plantwise from July 2020 to September 2023, where he applied his deep expertise in manufacturing and distribution to streamline operations

and elevate customer service standards, preserving the integrity and reputation of the Plantwise product line.

Earlier in his career,

Bava worked as a legal consultant before channeling his entrepreneurial drive into launching a wine distribution business in 2010.

There, he successfully managed large-scale operations, optimized logistics, and led strategic sales and marketing initiatives with a

focus on profitability, product quality, and customer satisfaction.

In 2013, he founded King Extracts, an innovative cannabis brand that

initially served California’s medical market and later expanded into the adult-use sector.

As founder and CEO, he oversaw all aspects

of the business—from manufacturing and operations to distribution and sales.

Under his leadership, King Extracts grew rapidly and

was eventually acquired by a Canadian corporation, cementing Mr.

Bava’s reputation as a respected figure in the cannabis industry.

Bava received his bachelor’s degree in business management from Ball State University in 2002.

Concannon , age 48, began his career in his family’s business, where he progressed from entry-level positions to leadership

roles in both inside and outside sales.

Concannon has served as our Chief Growth Officer since August 2024.

He was instrumental in

driving significant growth, ultimately contributing to the company’s acquisition by a major strategic buyer.

From 2012 to 2021,

Jeremy served as President of Innovative Packaging Co., where he led a high-performing sales organization, recruited and onboarded top-tier

talent, and implemented data-driven sales strategies that consistently delivered year-over-year growth and profitability.

Following the

acquisition, Jeremy took on the role of Executive Vice President of Sales & Marketing at 360 Pack from 2021 to 2024.

There, he continued

to demonstrate his expertise in scaling cohesive, results-driven teams and positioning businesses for sustained success.

His leadership

has consistently helped companies establish themselves as industry leaders through strategic growth and operational excellence.

received his bachelor’s degree in business management from Loyola Marymount University in 2001.

Strahl , age 33, has served on our Board since May 1, 2025, and is a respected executive in the biochar and carbon removal

He began his career at Tesla Solar in Albany, New York in 2016, where he developed a high-conversion passive sales strategy

and earned multiple top sales awards.

Since joining Oregon Biochar Solutions in 2018, Mr.

Strahl has played a leading role in advancing

the commercialization of biochar-based carbon credits in the United States.

As Vice President of Sales & Marketing, he helped expand

the company’s market reach across agriculture, environmental remediation, and sustainable building materials from 2018 to 2023.

In 2023, he was promoted to Chief Operating Officer of Oregon Biochar Solutions, where he continues to drive strategic growth and innovation.

Most recently, Mr.

Strahl was instrumental in launching the world’s first insured biochar carbon removal credits in partnership

with Oka, The Carbon Insurance Company, establishing a new benchmark for transparency and buyer assurance in the voluntary carbon market.

Strahl also serves as a Board Member, Treasurer, and Standards Committee Member of the U.S.

Biochar Coalition, a Washington, D.C.-based

registered lobbying entity focused on policy advocacy, industry standards, and the promotion of pragmatic, biochar-based climate solutions

He received his bachelor’s degree in in Environmental Science from St.

Lawrence University in 2016.

Raymond Lee “Buzz” Powell , age 60, has been a consultant to the Company regarding its national implementation since

April 2024 and has been serving as a director since June 2025.

He has worked in asphalt technology, construction, and research for more

than 35 years.

Since November 2023, Mr.

Powell has been the Technical Director of the Asphalt Pavement Alliance where he is responsible

for guiding research, technical initiatives, and industry collaboration.

Powell has also held various positions at the National Center

for Asphalt Technology (NCAT) at Auburn University, of which he has been a member since 1999, including Research Engineer, Assistant

Director and Test Track Manager.

Earlier in his career, Dr.

Powell held various engineering roles at the Alabama Department of Transportation

and worked as Principal Engineer at REGIS Engineering Solutions, Inc.

Powell received a bachelor’s degree (1990), a master’s

degree (1996) and a PhD (2006) in civil engineering from Auburn University.

We believe that Dr.

Powell is well qualified to serve as

a member of our board of directors because of his extensive experience in asphalt pavement research, innovation, and industry collaboration.

Relationships

are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

in Certain Legal Proceedings

executive officer or director is a party in a legal proceeding adverse to us or any of our subsidiaries or has a material interest adverse

to us or any of our subsidiaries.

executive officer or director has been involved in the last ten years in any of the following:

bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or

executive officer either at the time of the bankruptcy or within two years prior to that time;

conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,

permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities

or banking activities;

found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated

a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended

or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation

respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order

of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order,

or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity;

the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization

(as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange

Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons

associated with a member.

Section 16(a) Reports

16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class

of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock and

other equity securities.

These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to

furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished

to us and written representations from certain reporting persons, we believe that during the fiscal year ended June 30, 2025, all reports

applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with

Section 16(a) of the Exchange Act, except as set forth below:

Jack Wong filed a late Form 5 reporting his initial statement of beneficial ownership and five subsequent transactions.

Eric Bava filed a late Form 5 reporting his initial statement of beneficial ownership and three subsequent transactions.

Sherina Chui filed a late Form 5 reporting her initial statement of beneficial ownership.

Concannon filed a late Form 5 reporting his initial statement of beneficial ownership and one subsequent transaction.

Raymond Lee Powell filed a late Form 3.

Karl Strahl filed a late Form 5 reporting his initial statement of beneficial ownership and one subsequent transaction.

have adopted a corporate code of ethics applicable to all of our employees.

We believe our code of ethics is reasonably designed to deter

wrongdoing and promote honest and ethical conduct;

provide full, fair, accurate, timely and understandable disclosure in public reports;

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The Company will provide to any person, without charge and upon request, a copy of the code of ethics.

Any such request must be made in writing to the Company at 2 Cityplace Drive, Suite 200, St.

Any such request must be made

in writing to the Company at 8112 Maryland Ave, Suite 400, St.

Louis, Missouri 63105.

Board Committees

Our Board of Directors currently consists of three members, Jack Wong, Balakrishnan B S Muthu and Chen Ching.

The Board held no formal meetings during the year ended June 30, 2023.

We have not yet established Compensation, Audit, and Nominations and Corporate Governance committees nor do we have an Audit Committee financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act.

Currently, the functions of these committees are performed by our entire Board of Directors.

We hope to establish these committees and appoint an Audit Committee financial expert as our business develops.

Nomination Process

As of June 30, 2023, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our Board of Directors.

Our Board of Directors does not have a policy with regards to the consideration of any Director candidates recommended by our shareholders.

Our Board of Directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the Board considers a nominee for a position on our Board of Directors.

If shareholders wish to recommend candidates directly to our Board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.

Audit Committee

Currently, the Company is developing a comprehensive Board of Directors and does not have an Audit Committee.

The Company intends to appoint audit, compensation and other applicable committee members as it appoints individuals with pertinent expertise.

Audit Committee Financial Expert

Our Board of Directors does not have a member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.

Trading Policy

board of directors adopted our Insider Trading Policy on October 23, 2025.

A copy of our Insider Trading Policy is filed herewith as

Exhibit 19.1 and is incorporated by reference herein.

Board of Directors currently consists of four members, Jack Wong, Eric Bava, Dr.

Raymond Lee Powell and Karl Strahl.

The Board held four

formal meetings during the year ended June 30, 2025, and executed a total of twenty (20) unanimous written consents in lieu of meetings.

have not yet established Compensation, Audit, and Nominations and Corporate Governance committees nor do we have an Audit Committee financial

expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act.

Currently, the functions of these committees

are performed by our entire Board of Directors.

We hope to establish these committees and appoint an Audit Committee financial expert

as our business develops.

of June 30, 2025, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our Board

of Directors.

Our Board of Directors does not have a policy with regards to the consideration of any Director candidates recommended

by our shareholders.

Our Board of Directors has determined that it is in the best position to evaluate our company’s requirements

as well as the qualifications of each candidate when the Board considers a nominee for a position on our Board of Directors.

If shareholders

wish to recommend candidates directly to our Board, they may do so by sending communications to the CEO of our company at the address

on the cover of this annual report.

Executive Compensation.

Compensation Philosophy and Objectives

Our executive compensation philosophy is to create a long-term direct relationship between pay and our performance.

Our executive compensation program is designed to provide a balanced total compensation package over the executive’s career with us.

The compensation program objectives are to attract, motivate and retain the qualified executives that help ensure our future success, to provide incentives for increasing our profits by awarding executives when corporate goals are achieved and to align the interests of executives and long-term stockholders.

The compensation package of our named executive officers consists of two main elements:

base salary for our executives that is competitive relative to the market, and that reflects individual performance, retention and other relevant considerations;

discretionary bonus awards payable in cash or equity and tied to the satisfaction of corporate objectives.

Process for Setting Executive Compensation

Until such time as we establish a Compensation Committee, our Board is responsible for developing and overseeing the implementation of our philosophy with respect to the compensation of executives and for monitoring the implementation and results of the compensation philosophy to ensure compensation remains competitive, creates proper incentives to enhance stockholder value and rewards superior performance.

We expect to annually review and approve for each named executive officer, and particularly with regard to the Chief Executive Officer, all components of the executive’s compensation.

We process and factors (including individual and corporate performance measures and actual performance versus such measures) used by the Chief Executive Officer to recommend such awards.

Additionally, we expect to review and approve the base salary, equity-incentive awards (if any) and any other special or supplemental benefits of the named executive officers.

The Chief Executive Officer periodically provides the Board with an evaluation of each named executive officer’s performance, based on the individual performance goals and objectives developed by the Chief Executive Officer at the beginning of the year, as well as other factors.

The Board provides an evaluation for the Chief Executive Officer.

These evaluations serve as the bases for bonus recommendations and changes in the compensation arrangements of our named executives.

Our Compensation Peer Group

We currently engage in informal market analysis in evaluating our executive compensation arrangements.

As the Company and its businesses mature, we may retain compensation consultants that will assist us in developing a formal benchmark and selecting a compensation peer group of companies similar to us in size or business for the purpose of comparing executive compensation levels.

Program Components

Our executive compensation program consists of the following elements:

Our base salary structure is designed to encourage internal growth, attract and retain new talent, and reward strong leadership that will sustain our growth and profitability.

The base salary for each named executive officer reflects our past and current operating profits, the named executive officer’s individual contribution to our success throughout his career, internal pay equity and informal market data regarding comparable positions within similarly situated companies.

In determining and setting base salary, the Board considers all of these factors, though it does not assign specific weights to any factor.

The Board generally reviews the base salary for each named executive officer on an annual basis.

For each of our named executive officers, we review base salary data internally obtained by the Company for comparable executive positions in similarly situated companies to ensure that the base salary rate for each executive is competitive relative to the market.

Discretionary Bonus

The objectives of our bonus awards are to encourage and reward our employees, including the named executive officers, who contribute to and participate in our success by their ability, industry, leadership, loyalty or exceptional service and to recruit additional executives who will contribute to that success.

Summary Compensation Table

The following summary compensation table sets forth the aggregate compensation we paid or accrued during the fiscal years ended June 30, 2023 and 2022 to (i) our Chief Executive Officer (principal executive officer), (ii) our Chief Financial Officer (principal financial officer), (iii) our three most highly compensated executive officers other than the principal executive officer and the principal financial officer who were serving as executive officers on June 30, 2022, whose total compensation was in excess of $100,000, and (iv) up to two additional individuals who would have been within the two-other-most-highly compensated but were not serving as executive officers on June 30, 2022.

Compensation Table

following summary compensation table sets forth the aggregate compensation we paid or accrued during the fiscal years ended June 30,

2025 and 2024 to our named executive officers.

SUMMARY COMPENSATION TABLE

6 unchanged sentences

Jack Wong (1)

President, Chief Executive Officer, and Director

Balakrishnan B S Muthu (2)

Treasurer, Chief Financial Officer, General Manager, and Director

President, Treasurer, Chief Financial Officer, General Manager, and Director

Chen Ching (3)

______________

CEO, and Director

President, CEO, and Director

Eric Bava (2)

COO, and Director

Concannon (3)

Chief Growth Officer

Jack Wong was appointed President and Chief Executive Officer on October 1, 2022, and resigned as President on September 12, 2023.

He was also appointed as Director on March 30, 2023, and Chairman of the Board of Directors on September 12, 2023.

Wong was paid a total salary of $264,088 for the years ended June 30, 2023.

Balakrishnan B.S.

Muthu was appointed Treasurer, Chief Financial Officer, General Manager and a Director of the Company on October 17, 2013.

He was also appointed President of the Company on February 20, 2016, and resigned as President on October 1, 2022.

Balakrishnan was paid a total salary of $41,838 and $63,055 for the years ended June 30, 2023, and 2022 respectively.

Chen was paid a total salary of $0 and $24,000 for the years ended June 30, 2023, and 2022 respectively.

Craven was paid a total salary of $26,010 and $26,440 for the years ended June 30, 2023, and 2022 and resigned as Director on March 30, 2023.

Narrative disclosure to Summary Compensation Table.

Our executive officers are not parties to written compensation agreements but have agreed orally to receive the compensation indicated in the above summary compensation table.

The Company hopes to enter into written compensation agreements with each officer and Director in the future.

Equity Awards

Except as discussed above, there are no options, warrants or convertible securities outstanding.

At no time during the last fiscal year with respect to any of any of our executive officers was there:

any outstanding option or other equity-based award repriced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined);

any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts;

any option or equity grant;

any non-equity incentive plan award made to a named executive officer;

any nonqualified deferred compensation plans including nonqualified defined contribution plans;

any payment for any item to be included under All Other Compensation in the Summary Compensation Table.

Compensation of Directors

We do not have any agreements for compensating our directors for their services in their capacity as directors.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

Compensation Risk Management

Our Board of directors and human resources staff conducted an assessment of potential risks that may arise from our compensation programs.

Based on this assessment, we concluded that our policies and practices do not encourage excessive and unnecessary risk taking that would be reasonably likely to have material adverse effect on the Company.

The assessment included our cash incentive programs, which awards non-executives with cash bonuses for punctuality.

Our compensation programs are substantially identical among business units, corporate functions and global locations (with modifications to comply with local regulations as appropriate).

The risk-mitigating factors considered in this assessment included:

the alignment of pay philosophy, peer group companies and compensation amounts relative to local competitive practices to support our business objectives;

effective balance of cash, short- and long-term performance periods, caps on performance-based award schedules and financial metrics with individual factors and Board and management discretion.

Compensation Committee Interlocks and Insider Participation

We do not currently have a compensation committee and, for the year ended June 30, 2023, the compensation, if any, of our executive officers was recommended by our Chief Executive Officer and Chairman and such recommendations were approved by our Board of Directors.

None of our executive officers currently serves as a member of the compensation committee or as a Director with compensation duties of any entity that has executive officer serving on our Board of Directors.

None of our executive officers has served in such capacity in the past 12 months.

Compensation Committee Report

Our Board of Directors has reviewed and discussed the Compensation Discussion and Analysis in this report with management.

Based on its review and discussion with management, the Board of Directors recommended that the Compensation Discussion and Analysis be included in this Current Report.

The material in this report is not deemed filed with the SEC and is not incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on, before, or after the date of this Annual Report and irrespective of any general incorporation language in such filing.

Submitted by members of the Board of Directors:

Balakrishnan B.

Subsequently,

on January 23, 2024, Jack Wong stepped down from his position as Chairman of the Board.

By Waiver and Consent of Shareholders, Jack

Wong was re-elected Director of the Company, effective March 30, 2024.

Wong was paid a total salary of $357,075 and $287,650

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

A special bonus of $1.25 million was awarded in fiscal year 2025 in recognition

Jack Wong’s contributions in transforming the Company into a pioneer in the Net Zero building materials and carbon removal

Although the Company previously agreed to provide Mr.

Wong with employee stock options, no stock options were granted to

him during fiscal year 2025 or fiscal year 2024.

As such, no amounts are reported in the “Option Awards” column for those

Wong does not receive compensation for his service as a member of the Board.

Eric Bava was appointed Chief Operating Officer of the Company on October 1, 2023.

Bava was appointed as a member of the Board

effective December 26, 2024.

Bava was paid a total salary of $167,554 and $90,923 for the years ended June 30, 2025, and 2024

respectively.

On August 30, 2024, the Company issued 670,000 of the Company’s restricted shares of Common Stock to Mr.

as part of his compensation pursuant to the Bava Agreement (discussed below) for his first year’s service to the Company.

fair value of 670,000 shares was $181,235 which calculated based on stock price of $0.2705 per share on August 30, 2024 (date of

final board approval and grant date) and is being amortized over the service period from October 1, 2023 to September 30, 2024.

the year ended June 30, 2025, and 2024 the Company charged $90,433 and $135,679 respectively to selling, general and administrative

expenses as salary expenses, respectively.

Bava does not receive compensation for his service as a member of the Board.

section entitled “Employment Agreements” below for additional details.

Concannon was appointed as Chief Growth Officer (“CGO”) of the Company on August 1, 2024.

was paid a total salary of $53,538 and $0 for the years ended June 30, 2025, and 2024 respectively.

On August 30, 2024, the Company

issued 1,350,000 of the Company’s restricted shares of Common Stock to Mr.

Concanon, as part of the compensation

package in the Concannon Agreement (described below) that the Company entered into with Mr.

Concanon on July 31, 2024.

The fair value of the first 1,350,000 shares was $365,175, calculated based on stock price of $0.2705 per share on August 30, 2024

(date of final board approval and grant date), and is being amortized over the requisite service period.

During the year ended June

30, 2025, the Company charged $334,160 to selling, general and administrative expenses as salary expenses.

The second tranche of

1,350,000 shares of our Common Stock due to be issued to Mr.

Concannon on August 31, 2025, under the terms of his services agreement

(discussed below), has not been issued as of the date of this Annual Report.

September 30, 2022, we entered in an offer letter with Mr.

Jack Wong (the “Wong Offer Letter”) to serve as the Company’s

Chief Executive Officer and President, beginning on October 1, 2022 for a period of five years, subject to further extension by the Company.

We agreed to pay Mr.

Wong an annual base salary of $287,650 as well as to provide Mr.

Wong with the use of an executive vehicle, employee

stock options, and reimbursement of all expenses incurred by Mr.

Wong while performing work for the Company.

The Wong Offer Letter further

provides for Mr.

Wong to be entitled to personal accident and medical insurance and thirty days of annual leave after one full year of

service to the Company, and subjects Mr.

Wong to confidentiality and non-compete covenants.

Either the Company or Mr.

Wong may terminate

the agreement upon three months’ prior written notice or three months’ pay in lieu of notice.

April 30, 2025, we entered into an Independent Employment Agreement with Ms.

Sherina Chui (the “Chui Agreement”) to serve

as the Company’s Chief Financial Officer, beginning on May 1, 2025.

We agreed to pay Ms.

Chui at an annual rate of $120,000, payable

As an independent contractor, Ms.

Chui is solely responsible for all federal, state, and local taxes and any applicable insurance

or retirement contributions.

Chui is not entitled to workers’ compensation, health, or other employment-related benefits.

Chui Agreement shall expire on April 30, 2028, unless terminated earlier by Ms.

Chui and the Company.

Upon expiration, Ms.

Company may mutually agree to extend the relationship by renewal of the Chui Agreement or execution of a new agreement.

October 1, 2023, we entered into an Employment Agreement with Mr.

Eric Bava (the “Bava Agreement”) to serve as the Company’s

Chief Operating Officer, beginning on the same date.

We agreed to pay Mr.

Bava an initial annual base salary of $120,000, payable monthly,

and subject to increase in accordance with the following schedule:

Annual Base Salary

$120,000 ($10,000 per month)

October 2023—June 2024

$150,000 ($12,500 per month)

July 2024—March 2025

$180,000 ($15,000 per month)

April 2025—March 2026

$210,000 ($17,500 per month)

April 2026—October 2027

Bava is additionally eligible to receive additional annual compensation in the form of 670,000 shares of our Common Stock, subject to

approval by the Company’s Board, as well as fifteen days of annual leave beginning after once a full year of service to the Company

has been completed.

The Bava Agreement further provides that Mr.

Bava may take up other forms of employment during the term of the Bava

Agreement, provided that such other employment is not involved in any commercial interests or businesses that may constitute a conflict

of interest with his employment by the Company.

The Bava Agreement shall terminate on September 30, 2027, subject to renewal by Mr.

and the Company.

Bava or the Company may terminate the Bava Agreement upon sixty days’ prior notice.

May 1, 2025, we entered into an addendum to the Bava Agreement with Mr.

Bava (the “Bava Addendum”), effective as of October

Under the terms of the Bava Addendum, Mr.

Bava’s equity compensation was adjusted from the issuance of 670,000 shares

of our Common Stock annually to the issuance of $60,000 worth of shares of our Common Stock annually, with the number of shares to be

determined based upon the fair market value of our Common Stock on the grant date each year.

July 29, 2024, we entered into an Employment Agreement with Mr.

Concannon (the “Concannon Agreement”) to serve

as the Company’s Chief Growth Officer, beginning on the August 1, 2024.

We agreed to pay Mr.

Concannon an annual base salary of

$60,000, payable monthly, as well as to reimburse Mr.

Concannon for any reasonable travel expenses incurred in the course of his service

to the Company, subject to prior written approval.

The Concannon Agreement further provides that Mr.

Concannon may take up other forms

of employment during the term of the Concannon Agreement, provided that such other employment is not involved in any commercial interests

or businesses that may constitute a conflict of interest with his employment by the Company.

The Concannon Agreement shall terminate

on September 30, 2027, subject to renewal by Mr.

Concannon and the Company.

Concannon or the Company may terminate the Concannon

Agreement upon sixty days’ prior notice.

The Concannon Agreement was terminated by mutual agreement between the parties on August

July 31, 2024, we entered into a Services Agreement with Mr.

Concannon (the “Second Concannon Agreement”) related to his

service as the Company’s Chief Growth Officer.

In exchange for the services provided under the Second Concannon Agreement, we agreed

Concannon three tranches of 1,350,000 shares of our Common Stock each, with the first tranche issued on August 31, 2024,

the second tranche on August 31, 2025, and the final tranche on August 31, 2026.

The Second Concannon Agreement further provides that

Concannon is prohibited from engaging in any commercial interests or businesses that may constitute a conflict of interest or be

detrimental to our interests, and that Mr.

Concannon shall be entitled to reimbursement of reasonable travel expenses.

The Second Concannon

Agreement shall terminate on September 30, 2027, subject to renewal by Mr.

Concannon and the Company.

Concannon or the Company

may terminate the Second Concannon Agreement upon sixty days’ prior notice.

On September 27, 2024, the Company and Mr.

entered into an addendum to the Second Concannon Agreement to clarify the periods of service for which each tranche of shares would be

issued as compensation.

Incentive Plans

are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive

officers, except that stock may be granted at the discretion of the Board of Directors or a committee thereof.

following table sets forth the aggregate compensation paid to our non-employee director for the fiscal years ended June 30, 2025 and

Name and Principal Position

Fees earned or paid in cash

Incentive Plan

Karl Strahl (1)

Strahl was appointed as a member of the Board on May 1, 2025.

On June 1, 2025, the Company issued 350,000 of the Company’s

restricted shares of Common Stock to Karl Strahl, as part of the compensation package in the Director Appointment Agreement that

the Company entered into with Karl Strahl on May 1, 2025.

The fair value of 350,000 shares was $33,110 which was calculated based

on stock price of $0.0946 per share on June 1, 2025 (date of final board approval and grant date), and is being amortized over the

requisite service period from May 1, 2025 to April 30, 2026.

During the year ended June 30, 2025, the Company charged $5,534 to selling,

general and administrative expenses as Director’s fee.

Compensation Agreements

Strahl was appointed as a member of the Board on May 1, 2025.

On the day of his appointment, we entered into a formal Agreement with

Strahl for his service as a member of our Board.

We agreed to pay Mr.

Strahl pro-rated annual compensation of $35,000 payable in

shares of our Common Stock, with such issuance to occur within 60 days of May 1, 2025.

Raymond Powell

his services to the Company as a consultant, we entered into a services agreement with Dr.

Powell on April 20, 2024(the “Powell

Agreement”), pursuant to which Dr.

Powell provides technical guidance on the development, validation, and large-scale implementation

of our biochar-integrated asphalt technologies, helping our innovations meet rigorous performance and sustainability standards.

the Powell Agreement, Dr.

Powell receives compensation for the services provided in the form of shares of our Common Stock, to be issued

in three tranches of one million shares each, with the first tranche issued on July 31, 2024, the second tranche on October 31, 2025,

and the final tranche on October 31, 2026.

The Powell Agreement additionally provides for reimbursement of certain travel expenses and

a minimum time commitment of 32 hours per month to fulfill the agreed to services.

The Powell Agreement terminates on the earlier of

sixty (60) days’ advanced notice by either party and April 30, 2027, and additionally contains customary provisions regarding non-competition

and non-disclosure.

Powell does not receive any compensation for his service to the Company as an independent director.

Awards Fiscal Year End

Recovery Policy

October 23, 2025, our Board of Directors adopted a policy (commonly known as a “clawback” policy) which provides for the

recovery of erroneously awarded incentive compensation to certain of our officers in the event that we are required to prepare an accounting

restatement due to material noncompliance by us with any financial reporting requirements under the federal securities laws.

is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended, related rules and the listing standards of

Nasdaq Stock Market or any other securities exchange on which our shares are listed in the future.

The policy is administered by Board

of Directors or, if so designated by the Board of Directors, a committee thereof.

Any determinations made by the shall be final and binding

on all affected individuals.

and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

currently grant equity awards to our employees at the discretion of the Board.

We do not have a written policy regarding the timing of

equity awards, but we do not grant equity awards in anticipation of the release of material nonpublic information, nor do we time the

release of material nonpublic information based on equity award grant dates.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth, as of October 2, 2023, certain information with respect to the beneficial ownership of our Common shares by each shareholder known by us to be the beneficial owner of more than 5% of our Common shares, as well as by each of our current directors and executive officers as a group.

Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated.

Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

of October 20, 2025, we had 1,269,280,891 shares of Common Stock issued and outstanding.

Holders of Common Stock are entitled to one

vote per share.

The following table sets forth information with respect to the beneficial ownership of our Common Stock as of October

person, or group of affiliated persons, who is the beneficial owner of more than 5% of the outstanding Common Stock of the Company;

executive officer and director of the Company;

of the Company’s executive officers and directors as a group.

ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if

he, she or it possesses sole or shared voting or investment power of that security, including securities that are exercisable or convertible,

as the case may be, within 60 days of October 20, 2025.

Shares of Common Stock issuable pursuant to such securities are deemed outstanding

for computing the percentage of the person holding such securities and the percentage of any group of which the person is a member but

are not deemed outstanding for computing the percentage of any other person.

Except as indicated by the footnotes below, the combined

Company believes, based on the information furnished to it, that the persons named in the table below have sole voting and investment

power with respect to all shares of Common Stock shown that they beneficially own, subject to community property laws where applicable.

The information does not necessarily indicate beneficial ownership for any other purpose, including for purposes of Section 13(d) and

13(g) of the Securities Act.

Shares Beneficially Owned

Name and Address of Beneficial Owner (1)

Amount and Nature of

Beneficial Ownership

Percentage of

Directors and officers

Jack Wong (2)

5,237,139 common shares

Direct ownership

130,928,478 common shares

Indirect ownership through

Borneo Resources Limited

Balakrishnan B.S.

Block B-5, 20/F., Great Smart Tower, 230 Wanchai Road,

7,095,233 common shares

Direct ownership

Wanchai, Hong Kong

500,000 common shares

Indirect ownership through

Banavees Resources

Block B-5, 20/F., Great Smart Tower, 230 Wanchai Road,

7,595,267 common shares

Direct ownership

Wanchai, Hong Kong

4,746,341 common shares

Indirect ownership through

Goldlynn Invest Limited

Directors and Executive Officers as a Group (4)

156,102,458 common shares

Eric Bava (3)

Concannon (4)

Karl Strahl (5)

Raymond Lee Powell (6)

All directors and officers as a group (5 persons named above)

5% or greater shareholders

BW Capital Ventures LLC (7)

Taipan International Limited (8)

LEVEL 1, LOT 7, BLOCK F , SAGUKING COMMERCIAL BUILDING , JALAN PATAU-PATAU LABUAN F.T.

Borneo Oil Berhad (9)

Less than 1%.

percentage ownership is based on 1,269,280,891 shares of Common Stock outstanding as of October 20, 2025.

Beneficial ownership is

determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power

with respect to securities.

Unless otherwise stated, the address of each noted person is 8112 Maryland Avenue, Suite 400, St.

Missouri, 63105.

Wong, our Chief Executive Officer and director, directly owns 5,237,139 shares of our Common Stock.

Wong additionally has shared

voting and dispositive power over the shares of our Common Stock owned by BW Capital Ventures LLC, an entity in which he owns a 65.25%

equity interest.

Wong disclaims beneficial ownership of the shares of our Common Stock owned by BW Capital Ventures LLC, other

than to the extent he holds a pecuniary interest therein.

Bava, our Chief Operating Officer and director, directly owns 670,000 shares of our Common Stock.

Bava additionally has shared

voting and dispositive power over the shares of our Common Stock owned by BW Capital Ventures LLC, an entity in which he owns a 34.75%

equity interest.

Bava disclaims beneficial ownership of the shares of our Common Stock owned by BW Capital Ventures LLC, other

than to the extent he holds a pecuniary interest therein.

Concannon, our Chief Growth Officer, directly owns 3,845,011 shares of our Common Stock.

Strahl, our director, directly owns 350,000 shares of our Common Stock.

Raymond Lee Powell, our director, directly owns 2,000,000 shares of our Common Stock.

Capital Ventures LLC, an entity owned 65.25% by Mr.

Wong and 34.75% by Mr.

Bava, directly owns 330,813,912 shares of our Common Stock.

International Limited directly owns 100,900,000 shares of our Common Stock.

Its address is Level 1, Lot 7, Block F, Sauking Commercial

Building, Jalan Patau-Patau Labuan F.T.

87000, Malaysia.

392,785,434 common shares

Direct ownership

The control person of Taipan International Limited is Khoo Yong Ai.

Oil Berhad directly owns 168,775,944 shares of our Common Stock.

Its address is 1st & 2nd Floor, Victoria Point Jalan Okk Awang

Labuan 87007, Malaysia.

The control person of Borneo Oil Berhad is Joseph Lee Yok Min.

Authorized for Issuance Under Equity Compensation Plans

Certain Relationships and Related Transactions, and Director Independence.

our directors, we have determined that Dr.

Raymond Lee Powell is an “independent” director under the Nasdaq listing standards,

while Jack Wong, Eric Bava, and Karl Strahl are not independent under such standards.

with Related Persons

as set forth below, there are no transactions during our two most recent fiscal years ended June 30, 2025, and 2024, or any currently

proposed transaction, in which our Company was or to be participant and the amount exceeds the lesser of $120,000 or one percent of the

average of our Company’s total assets at year end for our last two completed years, and in which any of our Directors, officers

or principal stockholders, or any other related person as defined in Item 404 of Regulation S-K, had or have any direct or indirect material

For the Years ended

Related party transactions:

Sale of property:

Jack Wong (1)

Settlement of debt by shares

party balances:

Amount due to director

Jack Wong (1)

Promissory notes issued to related party

Jack Wong is the Chief Executive Officer of the Company effective October 1, 2022.

Further, Jack Wong was re-elected Director of

the Company by Waiver and Consent of Shareholders, effective March 30, 2024.

This represents sale of the property located at 1138 Wildhorse

Parkway Drive, Chesterfield, Missouri 63005 (“Property”) owned by Verde Renewables Inc (“VRI”), for a current

market value of $857,500.

A gain on disposal of $161,156 was recognized as a result of this transaction.

Borneo Oil Corporation Sdn.

(“BOC”) is a wholly owned subsidiary of Borneo Oil Berhad (“BOB”) (holding 13.4%

of the Company’s issued and outstanding Common Stock as of June 30, 2025).

On 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, BOC by way of the issuance of a two year term promissory

note with the principal amount of $675,888, and bearing 2% coupon interest.

This promissory note was repayable by May 12, 2025, either

in cash or by the issuance of the Company’s restricted Common Stock at a price of $0.07 per share at the discretion of the holder.

A total of 9,655,542 shares of the Company’s restricted Common Stock were issued on August 16, 2024, to BOB, the appointed nominee

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

Regarding Related Party Transactions

future transactions between us and our officers, directors or five percent stockholders, and respective affiliates will be on terms no

less favorable than could be obtained from unaffiliated third parties and will be approved by a majority of our independent directors

who do not have an interest in the transactions and who had access, at our expense, to our legal counsel or independent legal counsel.

As a general rule, conducting corporate business with a relative or significant other, or with a business in which a relative or significant

other is associated in any significant role, should be avoided.

Relatives include spouse, sister, brother, daughter, son, mother, father,

grandparents, aunts, uncles, nieces, nephews, cousins, step relationships, and in-laws.

Significant others include persons living in

a spousal (including same sex) or familial fashion with an employee.

We must report all such material related party transactions under

applicable accounting rules, federal securities laws, SEC rules and regulations, and securities market rules.

Any dealings with a related

party must be conducted in such a way that no preferential treatment is given to such business.

Indemnification

Under Articles of Incorporation and Bylaws

directors and officers are indemnified as provided by Nevada corporate law and our bylaws.

We have agreed to indemnify each of our directors

and certain officers against certain liabilities, including liabilities under the Securities Act.

Principal Accounting Fees and Services.

aggregate fees billed for the most recently completed fiscal year ended June 30, 2025, and 2024 for professional services rendered by

the principal accountant for the audit of our annual financial statements on Form 10-K, and review of the financial statements included

in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory

filings or engagements for these fiscal periods were as follows:

Audit Fees (1)

Audit Related Fees (2)

All Other Fees (4)

fees consist of fees incurred for professional services rendered for the audit of our financial statements, for reviews of our interim

financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with

statutory or regulatory filings or engagements.

Audit-related

fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our

financial statements but are not reported under “Audit fees.”

fees consist of fees billed for professional services relating to tax compliance only.

other fees consist of fees billed for all other services.

board of directors pre-approves all services provided by our independent auditors.

All of the above services and fees were reviewed and

approved by the board of directors either before or after the respective services were rendered.

board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of

services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

Exhibits, Financial Statement Schedules

Consolidated Financial Statements

financial statements and the notes thereto, together with the report of our independent registered public accounting firm on those financial

statements, are hereby filed as part of this Annual Report beginning on page F-1.

Financial Statement Schedules

financial statement schedules have been omitted since the required information is not applicable or is not present in amounts sufficient

to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes

following is a complete list of exhibits filed as part of this Form 10-K.

Exhibit numbers correspond to the numbers in the Exhibit Table

of Item 601 of Regulation S-K.

following exhibits are included as part of this report:

Share Sale Agreement dated March 13, 2023, by and between Verde Resources Asia Pacific Limited and Jusra Mining Merapoh Sdn Bhd (incorporated by reference to Exhibit 10 of the Registrant’s Current Report on Form 8-K, filed with the SEC on March 13, 2023).

Shares Sale Agreement dated March 23, 2023, by and between Verde Resources (Malaysia) Sdn Bhd and Murugesu A/L M.

Narasimha and Deivamalar A/P Kandiah (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on April 24, 2023).

Amended Articles of Incorporation of the Registrant.

(incorporated by reference to Exhibit 3.1 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on October 23, 2025).

Amended and Revised Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed with the SEC on January 29, 2024).

Description of Securities (incorporated by reference to Exhibit 4.1 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on October 23, 2025).

License Agreement, dated October 10, 2025, by and between Verde Renewables, Inc.

and Ergon Asphalt & Emulsions, Inc.

(incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on October 14, 2025).

Joint Development Agreement between Verde Resources, Inc.

and C-Twelve Pty Ltd dated May 19, 2025 (incorporated by reference to Exhibit 10.1 of the Registrant’s Second Amendment to its Current Report on Form 8-K, filed with the SEC on May 22, 2025).

Addendum to Joint Development Agreement, Effective October 8, 2025, by and between Verde Resources, Inc.

and C-Twelve Pty Ltd.

(incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K, filed with the SEC on October 14, 2025).

Purchase and Sale Agreement dated January 17, 2025, by and between Verde Estates LLC and TAFleer Properties LLC (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on January 24, 2025).

Consulting Services Agreement dated November 29, 2024, by and between Verde Renewables, Inc.

and AUM Media Inc.

(incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on December 5, 2024).

Service Agreement dated October 22, 2024, by and between Verde Resources, Inc.

and GECA Environnement (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on October 23, 2024).

Settlement of Debts Agreement dated March 13, 2023, by and between Verde Resources, Inc., Champmark Sdn Bhd, and Borneo Oil Corporation Sdn Bhd.

(incorporated by reference to Exhibit 10 of the Registrant’s Current Report on Form 8-K, filed with the SEC on March 16, 2023).

Promissory Note of Verde Resources, Inc.

dated March 13, 2023 (incorporated by reference to Exhibit 10 of the Registrant’s Current Report on Form 8-K, filed with the SEC on March 16, 2023).

Supplementary Agreement dated August 16, 2024, to that certain Settlement of Debts Agreement dated March 13, 2023, by and between Verde Resources, Inc.

and Borneo Oil Corporation Sdn Bhd (incorporated by reference to Exhibit 10 of the Registrant’s First Amendment to its Current Report on Form 8-K, filed with the SEC on August 19, 2024).

Fixed Price Research Agreement dated June 27, 2024, by and between Verde Renewables, Inc.

and Auburn University (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on July 1, 2024).

Services Agreements dated April 20, 2024, by and between Verde Resources, Inc.

Nam Tran and Dr.

Raymond Powell (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on April 24, 2024).

Services Agreement dated October 23, 2023, by and between Verde Renewables, Inc.

and Donald R.

Fosnacht (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on October 26, 2023).

Services Agreement dated December 15, 2022, by and between Verde Resources, Inc.

and Looi Pei See (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on December 19, 2022).

Product Distribution Agreement dated November 22, 2022, by and between Verde Life Inc.

and Country Farms Sdn Bhd (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on November 25, 2022).

Employment Agreement dated October 1, 2023, by and between Verde Renewables, Inc.

and Eric Joseph Brava (incorporated by reference to Exhibit 10.15 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on October 23, 2025).

Offer Letter dated September 30, 2022, by and between Verde Resources, Inc.

and Jack Wong (incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on October 6, 2022).

Employment Agreement dated July 29 th , 2024, by and between Verde Renewables Inc.

and Jeremy P.

(incorporated by reference to Exhibit 10.17 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on October 23, 2025).

Addendum to Employment Agreement dated September 27, 2024, by and between Verde Renewables Inc.

and Jeremy P.

Concannon (incorporated by reference to Exhibit 10.18 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on October 23, 2025).

Employment Agreement dated April 30, 2025, by and between Verde Renewables Inc.

and Sherina Chui.

(incorporated by reference to Exhibit 10.19 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on October 23, 2025).

Director Appointment Agreement dated May 1, 2025, by and between the Registrant and Karl Strahl.

(incorporated by reference to Exhibit 10.20 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on October 23, 2025).

Services Agreement dated July 31, 2024, by and between the Registrant and Jeremy P.

(incorporated by reference to Exhibit 10.21 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on October 23, 2025).

Addendum to Employment Agreement dated May 1, 2025, by and between the Registrant and Eric Joseph Bava.

(incorporated by reference to Exhibit 10.22 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on October 23, 2025).

Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on October 23, 2025).

Insider Trading Policies and Procedures (incorporated by reference to Exhibit 19.1 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on October 23, 2025).

List of Subsidiaries (incorporated by reference to Exhibit 21.1 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on October 23, 2025).

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer

Section 1350 Certification of the Principal Executive Officer

Section 1350 Certification of the Principal Financial Officer

Executive Compensation Clawback Policy (incorporated by reference to Exhibit 97.1 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on October 23, 2025).

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File

Filed herewith.

Furnished and not filed herewith.

Indicates a management contract or compensatory plan, contract or arrangement.

Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish

supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

Certain portions of this exhibit (indicated by “[*]”) have been omitted pursuant to Item 601(a)(6) of Regulation S-K.

Form 10-K Summary

to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on

its behalf by the undersigned, thereunto duly authorized this 3rd day of June, 2026.

RESOURCES, INC.

Executive Officer

Executive Officer)

Financial Officer

Financial and Accounting Officer)

to the requirements of the Securities Act, this Annual Report has been signed by the following persons in the capacities and on the date

Executive Officer and Director

executive officer)

Financial Officer

financial and accounting officer)

Raymond Lee Powell

RESOURCES, INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEAR ENDED JUNE 30, 2025 AND 2024

Reports of Independent Registered Accounting Firm - J&S Associate PLT (PCAOB ID:

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Cash Flows

Consolidated Statements of Changes in Stockholders’ Equity

Notes to Consolidated Financial Statements

ASSOCIATE PLT

(LLP0033395-LCA) & AF002380

with PCAOB and MIA)

Megan Avenue II

Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia

+603-4813 9469

info@jns-associate.com

jns-associate.com

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

RESOURCES, INC.

on the Financial Statement

have audited the accompanying consolidated balance sheet of Verde Resources, Inc.

and its subsidiaries (the ‘Company’) as

of June 30, 2025 and 2024, and the related consolidated statement of operations and comprehensive loss, changes in stockholders’

equity and cash flows for the years ended June 30, 2025 and 2024, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the

Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for the years ended June 30, 2025 and 2024,

in conformity with accounting principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

Audit Matters

audit matters are matters arising from the current year audit of the financial statements that were communicated or are required to be

communicated to the audit committee, or in their absence, the directors, and that:

(1) relate to accounts or disclosures that are material

to the financial statements, and (2) involved especially challenging, subjective, or complex judgements.

The communication of critical

audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating

the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which

Assessment of Intellectual Properties

described in Note 8 to the consolidated financial statements, the intangible assets comprise intellectual properties acquired from third

parties and were measured initially at fair value.

The intellectual properties are classified as indefinite-lived intangible assets and

are not being amortized.

The Company’s evaluation of its acquired intellectual properties for potential impairment involved significant

As disclosed in Note 8 to the financial statements, management performed a qualitative assessment to determine whether it

is more likely than not that the intangible asset is impaired.

This assessment considered various factors including macroeconomic conditions,

industry and market trends, cost factors, overall financial performance, legal and regulatory environment factors and relevant internal

reporting and management’s plans.

identified the qualitative impairment assessment of the intellectual properties as a critical audit matter due to the subjective nature

of management’s assumptions, the complexity of evaluating multiple qualitative factors, and the materiality of the asset to the

financial statements.

Auditing this matter required a high degree of auditor judgment and an increased extent of audit effort.

audit procedures related to the qualitative impairment assessment included the following:

the appropriateness of management’s qualitative assessment framework in accordance with ASC 350;

with key management of the Company to understand the future plans and direction of the Company;

the completeness and relevance of the qualitative factors considered by management;

evaluated management’s assessment on a high level for their rationale and justification of the assumptions used and agreed

these with external public data and signed agreements, where applicable;

operational personnel of the Company and corroborated the understanding of management’s future plans and their assumptions;

the internal forecasts prepared by management for the future direction of the Company and obtained an understanding of how the forecast

indirectly related to the future use of the intellectual properties;

the internal forecasts prepared by management including evaluation of the reasonableness of the assumptions used and agreed the key

inputs to supporting documents;

key management and a key supplier of the Company to confirm their commitment and readiness to support the Company in its plans;

the mathematical accuracy of the internal forecasts prepared by management;

the disclosures in the consolidated financial statements to ensure compliance with the requirements of ASC 350.

J&S Associate PLT

Public Accountants

have served as the Company’s auditor since 2022.

Lumpur, Malaysia

23, 2025 except for Notes 2, 3, 6, 13, 15, 16, 21 and 24 to the financial statements, as to which the date is June 3,

RESOURCES, INC.

BALANCE SHEETS

expressed in United States Dollars (“US$”), except for number of shares)

As of June 30,

Current asset:

Cash and cash equivalents

Deposits with banks

Accounts receivable

Amounts due from related party

Prepaid share-based compensation- nonemployees

Other receivables and deposits

Total current assets before discontinued operation

Assets held for sale

Total current assets

Non-current assets:

Property, plant and equipment, net

Right of use assets, net

Intangible assets

Security deposit

Prepaid share-based compensation- nonemployees

Total non-current assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

Other payables

Deposit and accrued liabilities

Accrued share-based compensation for nonemployee

Accrued share-based compensation for employee

Accrued share-based compensation

Finance lease liabilities

Finance lease liabilities – assets held for sale

Current portion of operating lease liabilities

Promissory notes to related party

Amount due to a director

Amounts due to related parties

Total current liabilities

Non-current liabilities:

Finance lease liabilities

Operating lease liabilities, net of current portion

Total non-current liabilities

TOTAL LIABILITIES

Commitments and contingencies

STOCKHOLDERS’ EQUITY

Preferred stock, $ 0.001 par value, 50,000,000 shares authorized, none issued and outstanding

Common stock, $ 0.001 par value;

10,000,000,000 shares authorized;

1,262,680,891 and 1,221,346,586 issued and outstanding as of June 30, 2025 and 2024

Additional paid-in capital

Accumulated other comprehensive income

Accumulated deficit

( 18,263,181 )

( 13,480,204 )

Stockholders' Equity Before Non controlling interest

Non-controlling interest

Stockholders’ equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

accompanying notes to consolidated financial statements.

RESOURCES, INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

expressed in United States Dollars (“US$”))

Years ended June 30,

Cost of revenue

Operating expenses:

Selling, general and administrative expenses

Other operating expenses

Total operating expenses

LOSS FROM OPERATION

( 6,022,021 )

( 3,085,817 )

Other (expense) income:

Interest expense

Rental income

Gain from insurance claims

Unrealized foreign exchange gain

Gain on disposal of property, plant and equipment

Interest income

Total other income (expense), net

LOSS BEFORE INCOME TAXES

( 4,783,013 )

( 3,187,662 )

Income tax expense

( 4,783,013 )

( 3,187,774 )

Net loss attributable to non-controlling interest

Net loss attributable to Verde Resources Inc., shareholders

( 4,782,977 )

( 3,187,774 )

Net (loss) income attributable to non-controlling interest

$ ( 4,783,013 )

$ ( 3,187,774 )

Other comprehensive (loss) income:

- Foreign currency adjustment (expense) income

COMPREHENSIVE LOSS

$ ( 4,871,916 )

$ ( 3,180,488 )

Net loss per share

- Basic and diluted

Weighted average common shares outstanding

- Basic and diluted

1,242,092,192

1,187,606,780

accompanying notes to consolidated financial statements.

RESOURCES, INC.

STATEMENTS OF CASH FLOWS

expressed in United States Dollars (“US$”))

Years ended June 30,

Cash flows from operating activities:

$ ( 4,783,013 )

$ ( 3,187,774 )

Adjustments to reconcile net loss to net cash used in operating activities

Depreciation of property, plant and equipment

Stock-based compensation-nonemployee

Stock-based compensation-employee

Stock-based compensation-director

Stock-based compensation

Finance cost interest element of promissory notes (non-cash)

Operating lease expense

Deposit paid for acquisition of subsidiary written off

Impairment on accounts receivable

Impairment on other receivables

Impairment on property, plant and equipment

Impairment on advance to supplier

Impairment on assets held for sale

Write down of inventories

Unrealized foreign exchange gain

Gain from insurance claim

Loss on disposal of asset held for sale

Gain on disposal of property, plant and equipment

Inventories written off

Property, plant and equipment written off

Change in operating assets and liabilities:

Accounts receivable

Other receivables and deposits

Accounts payables

Accrued liabilities and other payables

Advanced from director

Advanced from/to related parties

Repayment of operating lease liabilities

Net cash used in operating activities

( 3,410,771 )

( 2,087,990 )

Cash flows from investing activities:

Proceeds from disposal of assets held for sale

Proceeds from disposal of property, plant and equipment

Proceeds from insurance recoveries

Withdrawal of deposit with bank

Placement of deposit with bank

( 2,000,000 )

Purchase of property, plant and equipment

Net cash provided by (used in) investing activities

( 2,016,646 )

Cash flows from financing activities:

Repayment to lease liabilities

Proceeds of bank loan

Repayment of bank loan

Advanced from other payables

Proceeds from issuance of Common Stock

Refund from cancellation of Common Stock

Net cash provided by financing activities

Net change in cash and cash equivalent

Foreign currency translation adjustment

Net change in cash and cash equivalents

CASH AND CASH EQUIVALENTS, AT BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS, AT END OF YEAR

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for income taxes

Cash paid for interest

SUPPLEMENTAL NONCASH DISCLOSURE:

Share issuance for employee compensation

Promissory Note to related party settled by Company’s Common Stock

accompanying notes to consolidated financial statements.

RESOURCES, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

comprehensive

stockholders’

income (loss)

Balance as of July 1, 2023

1,176,200,278

$ ( 10,292,430 )

Shares issued to service provider

Shares issued for private placement

Shares cancelled

Net loss for the year

( 3,187,774 )

Foreign currency translation adjustment

Balance as of June 30, 2024

1,221,346,586

$ ( 13,480,204 )

Balance as of July 1, 2024

1,221,346,586

$ ( 13,480,204 )

1,221,346,586

$ ( 13,480,204 )

Share issued for private placement

Shares issued to service provider

Shares issued to employee

Shares issued for settlement of promissory notes

Shares cancelled

Shares issued to director

Net loss for the period

( 4,782,977 )

( 4,783,013 )

Foreign currency translation adjustment

Balance as of June 30, 2025

1,262,680,891

$ ( 160,809 )

$ ( 18,263,181 )

1,262,680,891

$ ( 160,809 )

$ ( 18,263,181 )

accompanying notes to consolidated financial statements.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

1 - ORGANIZATION AND BUSINESS BACKGROUND

Resources, Inc.

(the “We” or “Company” or “VRDR”) was incorporated on April 22, 2010, in the State

of Nevada, U.S.A.

Company is a road construction and building materials company offering proprietary, environmentally sustainable materials, with the goal

to drive innovations that enhance sustainability and advance environmental stewardship.

By integrating biochar, a highly effective carbon

sequester and performance enhancer, the Company intends to facilitate the industry’s transition to zero emissions.

believes its approach reduces greenhouse gas (“GHG”) emissions, optimizes the use of native soils and recycled materials,

speeds installation, and improves efficiency while cutting costs.

Since June 2023 the Company’s strategic focus has been on testing

the Company’s biochar asphalt technology through the Company’s subsidiary, Verde Renewables Inc., at the National Center

for Asphalt Technology (NCAT) test track.

This endeavor with NCAT is rigorously testing the Company’s innovative biochar asphalt

technology, which is intended to provide superior performance, environmental sustainability, and the generation of carbon removal and

avoidance credits.

December 2024, Verde Resources, in collaboration with C-Twelve, successfully demonstrated its pioneering biochar-asphalt technology at

the NCAT test track in Auburn, Alabama.

The project showcased the ability to retrofit an existing asphalt plant to produce cold-mix biochar

asphalt under winter conditions without the use of heat, solvents, or odors, resulting in an estimated 50% increase in installation efficiency

compared to conventional methods.

demonstration sequestered approximately eight (8) tons of carbon, verified and certified under Puro.earth in collaboration with Oregon

Biochar Solutions.

This achievement marked what the Company believes to be the world’s first carbon removal credits generated through

asphalt production and installation.

The credits, issued and sold in April 2025, were pre-purchased by one of the world’s largest

financial institutions focused on Carbon Dioxide Removals (CDRs).

The Company refers to this integrated model of combining low-carbon

materials, operational efficiency, and verified carbon removal credit generation as the “Verde Net Zero Blueprint.”

July 2025 the Company received early validation based on performance results from NCAT which demonstrated consistent durability, particularly

under low-volume roadway conditions.

Further in September 2025, NCAT’s latest evaluation of Verde’s cold recycling mix using

100% reclaimed asphalt pavement (“RAP”) from laboratory testing demonstrated that Verde’s cold-recycled mix not only

meets but exceeds industry specifications for cold-recycled asphalt.

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.

the crediting platform for durable carbon removal, has officially registered the Company as a Carbon Removal Credit supplier as part

of its Accelerate program.

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

The Company’s endeavors

are positioned to potentially create additional revenue opportunities through the generation of carbon removal credits (CORCs).

believes that the generation of CORCs and the demand for CORCs 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 the potential for an additional and substantial revenue stream for the Company.

Company’s current priority is the successful commercialization of its technology in North America, and if that commercialization

is successful, the Company intends to introduce the same blueprint in Malaysia.

Ongoing discussions with PLUS Malaysia, the country’s

largest highway operator, signal a growing demand for biochar in the region.

This demand, coupled with the certification, could enable

the BioFraction™ plant to secure a reliable client, ensuring the resumption of normal operations in Malaysia with the potential

for significant scale-up over time.

the years ended June 30, 2025, and 2024, the Company achieved the following major milestones on its path to commercialization of its

biochar-asphalt technology and achieving “net-zero”:

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

June 27, 2024, the Company entered into an agreement with The National Center for Asphalt Technology at Auburn University (“NCAT”)

to undertake a 3-year Performance Testing Project titled “Structural Capacity of Sustainable Pavement” (the “Project”).

The Project, led by Dr.

Nam Tran, Associate Director and Research Professor at NCAT, involved a comprehensive performance testing on

the NCAT Test Track in Opelika, Alabama.

This facility, sponsored by various state Departments of Transportation (DOTs) and in partnership

with the Minnesota Road Research Facility (MnROAD), is dedicated to advancing sustainable pavement technologies.

Success in this Project

is expected to drive widespread adoption of a net-zero road construction blueprint by DOTs across the United States and the federal DOT.

The Project commenced on June 24, 2024, and is expected to conclude on September 30, 2027, with the first draft of the final report expected

in Spring 2027.

August 14, 2024, the Company entered into a Memorandum of Understanding (the “NPI MOU”) with Nature Plus Inc.

to formalize the collaboration on the NCAT Project referred to above Test Track Project (the “Project”) and explore subsequent

business opportunities arising from the successful completion of the Project.

The Project involved the application of TerraZyme technology

for the stability of subgrade and base layers, with the overarching goal of advancing road construction methodologies.

The Company and

NPI will jointly develop mixed designs and materials incorporating biochar, aimed at enhancing performance and promoting carbon sequestration.

The NPI MOU shall be effective until December 31, 2026, or until replaced by a subsequent distributor agreement.

Upon the successful

completion of the Project, the Company and NPI intend to continue the collaboration on future initiatives, including soil stabilization

and material development, carbon removal credits, certification and compliance, and exclusive rights to distributing TerraZyme.

October 16, 2024, the Company formed a new subsidiary, VerdePlus Inc.

(“VerdePlus”), a Missouri corporation in partnership

with Nature Plus Inc.

(“NPI”) for the purpose of conducting business on the production of low-carbon building materials by

integrating the Company’s expertise with the innovative stabilization enzyme TerraZyme, an intellectual property of NPI to be injected

into VerdePlus.

The Company and NPI owned 55% and 45% of VerdePlus, respectively.

October 18, 2024, the Company entered into a binding Term Sheet with C-Twelve Pty Ltd (“C-Twelve”), a corporation incorporated

in Western Australia, granting the Company (i) an exclusive license to utilize its proprietary binder and biochar asphalt mixed designs

(the “Licensed Technology”) for the production and commercialization of asphalt surfacing-related products (the “End

Products”) within the United States of America and (ii) the first right of refusal to extend the exclusive licensing of the Licensed

Technology to other countries and territories subject to terms and conditions to be mutually agreed upon.

Subsequently on May 19, 2025,

the Company and C-Twelve entered into a definitive agreement, namely the Joint Development Agreement (“C-Twelve Agreement”)

which provides for a 10 year license commencing May 19, 2025.

October 10, 2025, Verde Renewables entered into a license agreement with Ergon, pursuant to which the Company granted 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 Verde V24 in the United States, Canada, and Mexico, in exchange for Ergon agreeing to purchase Verde V24 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.

of June 30, 2025, the Company has the following subsidiaries:

OF SUBSIDIARIES DETAILS

of incorporation

activities and place of operation

interest held

Resources Asia Pacific Limited (“VRAP”)

Virgin Islands

Resources (Malaysia) Sdn Bhd (“Verde Malaysia”)

Manufacturing

and distribution of renewable agricultural commodities, and provision of consultation services related thereto

Renewables, Inc.

of Missouri, U.S.A.

of building materials and management of a processing and packaging facility

(“VerdePlus”) *

of Missouri, U.S.A.

of low-carbon building materials

of Oregon, U.S.A.

of health and wellness products formulated with natural plant extracts derived from crops cultivated using biochar .

Wision Project Sdn Bhd (“Wision”)

innovation, marketing & consulting service, PR, branding, influencer marketing, event management and media relations services

Estates LLC (“VEL”)

of Missouri, U.S.A.

real property

Resources Limited (“BRL”)

of pyrolysis technology

* On October 16,

2024, a new subsidiary, VerdePlus, Inc was incorporated in the State of Missouri, USA with an equity interest of 55%.

context indicates otherwise, Verde Resources, Inc.

and its subsidiaries are hereinafter referred to as the “Company.”

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this

note and elsewhere in the accompanying consolidated financial statements and notes.

of Presentation

accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the

United States of America (“US GAAP”).

of Estimates and Assumptions

preparation of consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that

affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated

financial statements and the reported amounts of revenues and expenses during the years presented.

Significant accounting estimates reflected

in the Company’s consolidated financial statements include the useful lives of plant and equipment, impairment of long-lived assets

(including intangible assets), allowance for expected credit losses, revenue recognition, share based compensation, deferred taxes and

uncertain tax position.

inputs into the management’s judgments and estimates consider the geopolitical tension, inflationary and high-interest rate environment

and other macroeconomic factors on the Company’s critical and significant accounting estimates.

Actual results could differ from

these estimates.

of Consolidation

consolidated financial statements include the financial statements of Verde Resources, Inc.

and its subsidiaries.

All significant inter-company

balances and transactions within the Company and its subsidiaries have been eliminated upon consolidation.

The Company accounts for acquisitions

in accordance with guidance found in Accounting Standards Codification (“ASC”) 805, Business Combinations .

requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair

market values at the acquisition date.

the fiscal year ended June 30, 2025, the Company reassessed its segment reporting conclusions in accordance with ASC Topic 280 and

determined that it operates as a 1 single operating and reportable segment.

This reassessment reflects changes in how the business

is managed and how financial information is reviewed by the Company’s Chief Operating Decision Maker

Company’s CODM is the Chief Executive Officer, who reviews financial information on a consolidated basis, including revenue, operating

expenses and net income (loss), when evaluating operating performance and allocating resources.

The CODM uses net income (loss) as the

primary measure of performance and uses revenue as the primary measure for allocating resources.

conclusion reflects the increased integration of the Company’s operations, including centralized decision-making, shared resources,

and alignment of strategic objectives across the organization.

In prior periods, the Company had evaluated its operations as potentially

comprising multiple segments based on earlier organizational structures and the CODM had used sales and operating income as the primary

measures of segment profit or loss to assess performance and make resource allocation decisions.

The CODM assessed those metrics and

compared actuals to budgeted and forecasted values to evaluate segment operating performance and allocate resources to the operating

a result of these changes, management now evaluates performance and allocates resources on a consolidated basis.

change did not impact the Company’s consolidated financial statements but may affect the comparability of segment-related disclosures

between periods.

See Note 3 – Business Segment Information for additional information.

Concentration

of Credit Risk

Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents,

deposit with banks and accounts receivable.

The Company places its cash and cash equivalents and bank deposits with financial institutions

of high credit worthiness.

At times, its cash and cash equivalents and bank deposits with a particular financial institution may exceed

any applicable government insurance limits.

The Company’s management plans to assess the financial strength and credit worthiness

of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

and Uncertainties

Company newly operates in the supply of net zero road constructions and building materials are subject to significant risks and uncertainties,

including financial, operational, technological, and other risks associated with a production operation for renewable commodities, including

the potential risk of business failure.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

and Cash Equivalents

and cash equivalents are carried at cost and represent cash in banks, money market funds, which are readily convertible to known amounts

of cash and that mature within three months or less from the date of purchase, which, in the opinion of management, are subject to an

insignificant risk of loss in value.

The Company had $ 1,021,112 and $ 279,137 in cash and cash equivalents at June 30, 2025 and 2024.

June 30, 2025, and 2024, cash and cash equivalents consisted of petty cash on hand and cash in banks.

held for investments that are not debt securities are included in short-term investments in the consolidated balance sheets.

in time deposits with original maturities of more than three months but remaining maturities of less than one year are considered short-term

Investments held with the intent to reinvest or hold for longer than a year, or with remaining maturities of one year or

more, are considered long-term investments.

receivables are recognized and carried at amortized cost.

The Company maintains an allowance for expected credit loss to provide for

the estimated number of receivables that will not be collected.

The Company considers several factors in its estimate of the allowance,

including knowledge of a client’s financial condition, its historical collection experience, and other factors relevant to assessing

the collectability of such receivables.

Bad debts are written off against allowances.

An allowance for doubtful accounts will be recorded

in the period when a loss is probable based on an assessment of specific evidence indicating troubled collection, historical experience,

accounts aging, ongoing business relation and other factors.

Accounts are written off after exhaustive efforts at collection.

receivable are to be provided for, or written off, they would be recognized in the consolidated statement of operations within operating

As of June 30, 2025, and 2024, the longest credit term for certain customers are 60 to 90 days .

June 30, 2025 and 2024, the allowance for expected credit loss for accounts receivables amounted to $ 0 and $ 27,481 respectively, and

for other receivables amounted to $ 33,939 and $ 29,842 respectively.

Company accounts for expected credit losses in accordance with ASU No.

2016-13, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments .

ASC Topic 326 requires entities to use a current expected credit loss (“CECL”)

methodology to estimate lifetime expected credit losses for certain financial assets measured at amortized cost, including accounts receivable

and other financial instruments.

The CECL methodology generally results in earlier recognition of credit losses than the previous incurred

The Company maintains an allowance for expected credit losses based on a combination of quantitative and qualitative factors,

including historical loss experience, customer-specific credit risk, aging of receivables, current economic conditions and reasonable

and supportable forecasts of future conditions.

Management applies significant judgment in identifying relevant risk factors, evaluating

the impact of macroeconomic conditions, including inflation, interest rates and geopolitical uncertainty, and determining the appropriate

expected loss rates.

Changes in these assumptions or economic conditions could materially affect the timing and amount of credit loss

provisions recognized in future periods.

No allowance for expected credit losses

on accounts receivable was recognized for the financial years ended June 30, 2025 and 2024.

are stated at the lower of cost or market value (net realizable value), cost being determined on a first-in-first-out method.

raw materials include cost of materials and incidental costs in bringing the inventory to its current location.

Costs of finished goods,

on the other hand include material, labor and overhead costs.

The Company provides inventory allowances based on excess and obsolete

inventories determined principally by customer demand.

of June 30, 2025, and 2024, the write down of inventories amounted to $ 0 and $ 15,587 respectively, and inventories written off amounted

to $ 0 and $ 5,978 respectively.

Plant and Equipment

plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any.

Depreciation is calculated

on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking

into account their estimated residual values:

OF EXPECTED USEFUL LIVES OF PROPERTY, PLANT AND EQUIPMENT

Expected useful life

Land and buildings

3 - 27.5 years

Plant and machinery

Office equipment

Motor vehicles

Furniture and fittings

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

The estimated useful lives and depreciation methodology reflect

management’s judgment based on historical experience, the nature of the assets, anticipated usage, and technological and economic

The Company periodically reviews the estimated useful lives of its property, plant and equipment and revises such estimates

when events or changes in circumstances indicate that the estimates may no longer be appropriate.

for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred.

for major renewals and betterment which substantially extend the useful life of assets are capitalized.

The cost and related accumulated

depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated

statements of income and other comprehensive income in other income or expenses.

The Company also evaluates property,

plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not

be recoverable.

See Note 7 for details of property, plant and equipment and related depreciation expense.

and Impairment of Plant and Machinery

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

$ 248,940 and $ 417,517 , respectively

of June 30 2025, and 2024:

$ 137,632 and $ 134,042 , respectively, and plant and machinery

$ 0 and $ 3,979 , respectively

Company accounts for intangible assets in accordance with ASC Topic 350, Intangibles—Goodwill and Other , and accounts for

impairment of long-lived assets in accordance with ASC Topic 360, Impairment or Disposal of Long-Lived Assets .

assets acquired from third parties are initially measured at fair value.

Indefinite-lived intangible assets are not amortized and are

evaluated for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired.

accordance with ASC Topic 360, Impairment or Disposal of Long-Lived Assets , the Company evaluates long-lived assets, including

property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset

or asset group may not be recoverable.

Recoverability is assessed by comparing the carrying amount of the asset or asset group to the

estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset.

If the carrying amount

exceeds the estimated undiscounted future cash flows, an impairment loss is recognized based on the excess of the carrying amount over

the asset’s fair value.

evaluate indefinite-lived intangible assets for impairment under ASC Topic 350, Intangibles—Goodwill and Other , the Company

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

its carrying amount.

Alternatively, the Company may bypass the qualitative assessment and perform a quantitative impairment test.

qualitative assessment considers factors including business performance, market conditions, macroeconomic trends, strategic plans, recent

market transactions and projected future cash flows.

a quantitative assessment is performed, the fair value of the indefinite-lived intangible asset is compared to its carrying amount.

value is generally determined using discounted cash flow models, appraised values or other valuation techniques, as appropriate, and

requires management to make significant estimates and assumptions, including projected revenues, operating margins, future cash flows

and discount rates.

If the carrying amount exceeds fair value, an impairment loss is recognized for the excess carrying value.

estimates are inherently subjective and sensitive to changes in assumptions and market conditions.

Actual results or changes in estimates

could result in material impairment charges in future periods.

See Note 8 for details of intangible assets and related impairment write

of June 30, 2025, and 2024, the Company did not record an impairment on the intangible assets.

Held for Sale

Company classifies assets as held-for-sale (“disposal group”) in the period when all of the relevant criteria to be classified

as held for sale are met.

These criteria include management’s commitment to sell the disposal group in its present condition and

the sale being deemed probable of being completed within one year.

Assets held for sale are reported at the lower of their carrying value

or fair value less cost to sell.

The fair values of disposal groups are estimated using accepted valuation techniques, including indicative

listing prices.

The Company considers historical experience, guidance received from third parties, and all information available at the

time the estimates are made to derive fair value.

Any loss resulting from the measurement is recognized in the period when the held for

sale criteria are met.

The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains

classified as held for sale and reports any subsequent changes as an adjustment to the carrying value of the disposal group, as long

as the new carrying value does not exceed the initial carrying value of the disposal group.

Assets held-for-sale are not amortized or

impairment loss on assets held for sale for the years ended June 30, 2025 and 2024 was $ 5,866 and $ 0 respectively.

of Long-lived Assets

accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets , all long-lived assets such as property,

plant and equipment owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that

the carrying amount of an asset may not be recoverable.

Recoverability of assets to be held and used is evaluated by a comparison of

the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset.

If such assets

are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets

exceed the fair value of the assets.

to supplier is provided for the provision of goods and services and they are secured either by a security deposit or a legally enforceable

right to recover.

of June 30, 2025, and 2024, the Company recorded a write-off of $ 0 and $ 177,200 respectively.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic

606”), which establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and

cash flows arising from the entity’s contracts to provide goods or services to customers.

Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfils its obligations

under each of its agreements:

the contract with a customer;

the performance obligations in the contract;

the transaction price;

the transaction price to performance obligations in the contract;

revenue as the performance obligation is satisfied.

is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer

that obtains control of the product and collection is reasonably assured.

A performance obligation is a promise in a contract to transfer

a distinct product or service to a customer.

Most of the Company’s contracts have a single performance obligation, as the promise

to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct.

the transaction price is allocated in its entirety to the single performance obligation and recognized upon its fulfilment.

Company considers customer order confirmations, whether formal or otherwise, to be a contract with the customer.

In determining the transaction

price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company

expects to be entitled.

Company also follows the guidance provided in ASC 606, Revenue from Contracts with Customers, for determining whether the Company is

the principal or an agent in arrangements with customers that involve another party that contributes to the provision of goods to a customer.

In these instances, the Company determines whether it has promised to provide the goods itself (as principal) or to arrange for the specified

goods to be provided by another party (as an agent).

This determination is a matter of judgment that depends on the facts and circumstances

of each arrangement.

As such t he Company derives its revenue from the sale of products and services in its role as a principal.

income is recognized on a straight line basis over the term of the respective lease agreement.

of revenue consists primarily of the cost of goods sold, which are directly attributable to the sales of products.

Company determines if an arrangement is a lease or contains a lease at inception.

Operating lease liabilities are recognized based on

the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date.

uses rate implicit in the lease to determine the present value of future lease payments to determine the present value of future lease

Operating lease right-of-use (“ROU assets”) assets represent the Company’s right to control the use of an

identified asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from

ROU assets are generally recognized based on the amount of the initial measurement of the lease liability.

Lease expense is

recognized on a straight-line basis over the lease term.

For lease terms of twelve months or fewer, a lessee is permitted to make an

accounting policy election not to recognize lease assets and liabilities.

assets are reviewed for impairment when indicators of impairment are present.

ROU assets from operating and finance leases are subject

to the impairment guidance in ASC Topic 360, Property, Plant, and Equipment , as ROU assets are long-lived nonfinancial assets.

assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU assets are not independent

from the cash flows of other assets and liabilities.

An asset group is the unit of accounting for long-lived assets to be held and used,

which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets

and liabilities.

Company recognized no impairment of ROU assets as of June 30, 2025, and 2024.

operating lease is included in operating lease right-of-use assets and operating lease liabilities as current and non-current liabilities

in the consolidated balance sheets at June 30, 2025 and 2024.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance

Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the five criteria is

(i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii)

the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments

exceeding 90% of the fair value and v) the underlying asset is of such a specialized nature that it is expected to have no alternative

use to the lessor at the end of the lease term.

At the inception of a finance lease, we as the lessee records an asset and an obligation

at an amount equal to the present value of the minimum lease payments.

The leased asset is amortized over the shorter of the lease term

or its estimated useful life if title does not transfer to us, while the leased asset is depreciated in accordance with our depreciation

policy if the title is to eventually transfer to us.

The periodic rent payments made during the lease term are allocated between a reduction

in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 842.

Company adopted the ASC Topic 740, Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether

tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements.

Under paragraph

740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax

position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

The tax benefits

recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater

than fifty percent (50%) likelihood of being realized upon ultimate settlement.

Paragraph 740-10-25-13 also provides guidance on de-recognition,

classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying

balance sheets, as well as tax credit carry-backs and carry-forwards.

The Company periodically reviews the recoverability of deferred

tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

In assessing the realizability of deferred

tax assets, management evaluates both positive and negative evidence, including projected future taxable income, tax planning strategies,

recent financial performance, economic trends and potential changes in tax laws.

Judgment is required in determining whether valuation

allowances are necessary and adjustments to such valuation allowances could materially impact income tax expense or benefit in future

See Note 17 for details related to income taxes.

Tax Positions

Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC

Topic 740 provisions of Section 740-10-25 for the years ended June 30, 2025, and 2024.

Currencies Translation

Company’s reporting currency is the United States dollar (“US$”) and the accompanying consolidated financial statements

have been expressed in United States dollars.

The Company and its subsidiaries in the United States have functional currency of US$ whereas

the functional currency of the Company’s subsidiaries in Malaysia is Malaysian Ringgit (“MYR”).

The functional currencies

represent the primary currencies of the economic environment in which the respective companies’ operations are conducted.

assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using

the applicable exchange rates at the balance sheet dates.

The resulting exchange differences are recorded in the consolidated statement

of operations.

reporting purposes, in accordance with ASC Topic 830 “ Translation of Financial Statements ”, capital accounts of the

consolidated financial statements are translated into United States dollars from MYR at their historical exchange rates when the capital

transactions occurred.

Assets and liabilities are translated at the exchange rates as of balance sheet date.

Income and expenditures

are translated at the average exchange rate of the respective year.

The gains and losses resulting from translation of financial statements

subsidiaries to the reporting currency are recorded as a separate component of accumulated other comprehensive income within the statements

of changes in stockholder’s equity.

of MYR into U.S.

dollars has been made at the following exchange rates for the following periods:-

OF FOREIGN CURRENCY TRANSLATION

June 30, 2025

June 30, 2024

Year-end MYR:US$ exchange rate

Annualized average MYR:US$ exchange rate

Comprehensive

Topic 220, Comprehensive Income , establishes standards for reporting and display of comprehensive income, its components and accumulated

Comprehensive income as defined includes all changes in equity during a period from non-owner sources.

Accumulated other comprehensive

income, as presented in the accompanying consolidated statements of changes in stockholders’ equity, consists of changes in unrealized

gains and losses on foreign currency translation.

This comprehensive income is not included in the computation of income tax expense

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

Non-controlling

Company accounts for non-controlling interest in accordance with ASC Topic 810-10-45, which requires the Company to present non-controlling

interests as a separate component of total shareholders’ equity on the consolidated balance sheets and the consolidated net loss

attributable to the non-controlling interest be clearly identified and presented on the face of the consolidated statements of operations

and comprehensive loss.

Loss per Share

Company calculates net loss per share in accordance with ASC Topic 260, Earnings per Share .

Basic income per share is computed

by dividing the net income by the weighted-average number of common shares outstanding during the period.

Diluted net loss per share

is computed similarly to basic net loss per share, except that the denominator is increased to include the number of additional common

shares that would have been outstanding if the potential Common Stock equivalents had been issued, if dilutive.

Company’s share-based awards consist of common shares that are legally issued, fully vested, and nonforfeitable upon grant.

such shares are included in the weighted-average shares outstanding from the date of issuance, and there are no unvested or forfeitable

awards requiring separate consideration in the calculation of basic or diluted net loss per share.

the years ended June 30, 2025 and 2024, diluted weighted-average common shares outstanding is equal to basic weighted average common

shares, due to the Company’s net loss position.

Hence no Common Stock equivalents were included in the computation of diluted net

loss per shares since such inclusion would have been antidilutive.

Cancellation and Reissuance Policy

certain circumstances, after the Company grants fully vested and nonforfeitable share-based awards to nonemployees, the Company may enter

into mutual agreements with the recipients to cancel shares associated with services not yet performed or no longer expected to be performed

under the applicable arrangements.

In such instances, the Company evaluates the substance of the arrangement in accordance with ASC 718-10-25-2

and ASC 718-10-35-1, which require that compensation cost be recognized based on the goods or services received.

In accordance with ASC

718-10-45-3, the grant date fair value of these awards are initially recognized as a prepaid share-based compensation, which is recognized

as compensation expense over the period in which the related goods or services are received.

When mutual agreements are concluded to

cancel shares associated with services which are not performed or are no longer expected to be performed, the Company reverses the remaining

balance of the prepaid share-based compensation, which represents the value of services not yet performed.

There are no reversals of

previously recognized share-based compensation expense relating to services already performed under the applicable arrangements.

Company may also, if required, cancel shares of its Common Stock that have been repurchased or otherwise reacquired, including shares

acquired through share repurchase programs or forfeited under equity compensation plans.

Cancelled shares are retired and removed from

the issued and outstanding share count in accordance with applicable corporate law and the Company’s Articles of Incorporation.

cancellation, the par value of the shares is deducted from Common Stock, and any excess of repurchase cost over the par value is

charged against additional paid-in capital (APIC) or retained earnings, as applicable.

If the original issuance price is not known or determinable, the cost is

first charged to APIC to the extent available, with any remaining amount charged to retained earnings.

Company accounts for reissuance of treasury shares in accordance with ASC 505-30 – Equity:

Treasury Stock .

Treasury shares

may be reissued for various purposes, including the settlement of employee equity awards, acquisitions, or other corporate purposes.

treasury shares are reissued:

proceeds received upon reissuance are credited to treasury stock at the cost of the shares.

difference between the reissuance price and the cost of the treasury shares is recorded as an adjustment to APIC.

the reissuance price exceeds the cost, the excess is credited to APIC.

the reissuance price is less than the cost and APIC related to treasury stock transactions is insufficient to absorb the difference,

the remainder is charged to Retained Earnings.

The Company uses the cost method to account for treasury stock

transactions.

Reissued shares are included in the number of shares issued and outstanding as of the date of reissuance.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

of year-ended June 30, 2025, there have been no Treasury Stock purchases by the Company.

Based Compensation Policy

Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation—Stock Compensation , which requires

the measurement and recognition of compensation expense for all share-based payment arrangements related to the acquisition of goods

and services from both employees and nonemployees based on the fair value of the awards at grant date.

Date and Measurement

grant date represents the date on which all key terms and conditions of the award are approved and understood by both the Company and

the recipient, which generally corresponds to the date of final board approval.

The fair value of share-based awards is measured based

on the closing market price of the Company’s Common Stock on the grant date.

The Company considers stock-based compensation to be a significant accounting estimate due to the judgment involved

in determining the grant date, estimating the fair value of awards, evaluating the timing and recognition of compensation expense and

assessing the substance of certain share-based arrangements.

Because the Company issues Common Stock awards that are measured based on

the market price of its Common Stock at the grant date, changes in the timing of grant approvals, service periods and the Company’s

stock price, may impact the amount and timing of compensation expense recognized in future periods.

Vested and Nonforfeitable Awards

Company issues shares that are fully vested and nonforfeitable upon grant, and the Company does not retain the ability to cancel such

For these awards, the recipient has an unconditional right to the shares at the grant date.

such awards are issued to nonemployees in advance of the receipt of goods or services, the Company records prepaid share-based compensation

at the grant date in accordance with ASC 718-10-45-3.

The prepaid amount represents the fair value of the goods or services to be received

and is recognized as compensation expense over the period in which the related goods or services are received.

employee awards, when shares are issued in advance of the receipt of services, the Company does not recognize a prepaid asset.

consistent with ASC 718-10-25 and ASC 718-10-35, compensation cost is recognized over the requisite service period as the services are

Without an Established Grant Date

certain share-based payment arrangements, the service inception date precedes the establishment of the grant date.

In such cases, compensation

cost is recognized based on the best estimate of the fair value of the Company’s Common Stock at each reporting period until the

grant date is established, with a corresponding liability recorded in accordance with ASC 718.

the grant date is established, the cumulative compensation cost is adjusted to reflect the grant-date fair value of the award.

of Compensation Expense

compensation cost is recognized over the requisite service period for employee awards and over the service period for nonemployee awards.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

Considerations

that are fully vested and nonforfeitable are included in shares issued and outstanding at the grant date.

nonemployees - APIC, together with shares issued, is recognized at the grant date fair value of the awards, with a corresponding

increase in prepaid share-based compensation, which is recognized as compensation expense over the period in which the related goods

or services are received.

employees - APIC is recognized to the extent that, together with shares issued, reflect the compensation cost for the requisite service

period rendered as of the reporting date.

Any remaining unrecognized compensation cost is recorded in APIC over the remaining requisite

service period.

impact of such awards on earnings per share is evaluated in accordance with ASC 718-10-45-1.

Compensation Expense

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

Nonemployees :

$ 1,341,373 and $ 252,369 , respectively

$ 432,246 and $ 135,679 , respectively

$ 5,534 and $ 0 , respectively

addition, the Company recorded $ 89,165 and $ 274,870 as accrued compensation cost for share-based arrangements for which the grant date

had not yet been established during the years ended June 30, 2025 and 2024, respectively.

Contributions

to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements

of operation as the related employee service are provided.

Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

to section 850-10-20 the related parties include a) affiliates of the Company;

b) entities for which investments in their equity securities

would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825-10-15, to be accounted

for by the equity method by the investing entity;

c) trusts for the benefit of employees, such as pension and Income-sharing trusts that

are managed by or under the trusteeship of management;

d) principal owners of the Company;

e) management of the Company;

f) other parties

with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other

to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests;

and g) other parties

that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in

one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might

be prevented from fully pursuing its own separate interests.

consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements,

expense allowances, and other similar items in the ordinary course of business.

However, disclosure of transactions that are eliminated

in the preparation of consolidated or combined financial statements is not required in those statements.

The disclosures shall include:

a) the nature of the relationship(s) involved;

b) a description of the transactions, including transactions to which no amounts or nominal

amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary

to an understanding of the effects of the transactions on the financial statements;

c) the dollar amounts of transactions for each of

the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that

used in the preceding period;

and d) amount due from or to related parties as of the date of each balance sheet presented and, if not

otherwise apparent, the terms and manner of settlement.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

and Contingencies

Company follows the ASC 450-20, Contingencies, to report accounting for contingencies.

Certain conditions may exist as of the

date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more

future events occur or fail to occur.

The Company assesses such contingent liabilities, and such assessment inherently involves an exercise

In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims

that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well

as the perceived merits of the amount of relief sought or expected to be sought therein.

the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability

can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements.

If the assessment

indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated,

then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be

contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

Management does not believe, based upon information available at this time that these matters will have a material adverse effect on

the Company’s financial position, results of operations or cash flows.

However, there is no assurance that such matters will not

materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Value of Financial Instruments

Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial

instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”)

to measure the fair value of its financial instruments.

Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes

a framework for measuring fair value in generally accepted accounting principles (GAAP) and expands disclosures about fair value measurements.

To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting

Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value

into three (3) broad levels.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for

identical assets or liabilities and the lowest priority to unobservable inputs.

The three (3) levels of fair value hierarchy defined

by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

market prices available in active markets for identical assets or liabilities as of the reporting date.

inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the

reporting date.

inputs that are generally unobservable inputs and not corroborated by market data.

assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar

techniques and at least one significant model assumption or input is unobservable.

fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and

the lowest priority to unobservable inputs.

If the inputs used to measure the financial assets and liabilities fall within more than

one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of

the instrument.

carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, deposits with bank, loan

and fee receivable, prepayments and other receivables, amounts due from related parties, accrued liabilities and other payables, loans

payable, amounts due to related parties approximate their fair values because of the short maturity of these instruments.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

Accounting Pronouncements

the year ended June 30, 2025, there have been no new, or existing, recently issued accounting pronouncements that are of significance,

or potential significance, that impact the Company’s consolidated financial statements.

November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ,

which requires the disclosure of additional segment information.

The key amendments include annual and interim disclosures of significant

expenses and other segment items that are regularly provided to the chief operating decision maker and included within each reported

measure of profit or loss, as well as any other key measure of performance used for segment management decisions.

This ASU also requires

disclosure of key profitability measures used in assessing performance and how to allocate resources.

The amendments in this ASU are

effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15,

2024, with early adoption permitted.

The Company adopted this standard for the fiscal year beginning July 1, 2024 and this standard did

not have a material impact on the Company’s results of operations, cash flows, financial condition, or disclosures.

December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which requires

disaggregated information about a reporting entity’s income tax information, including jurisdictional information, by requiring

consistent categories and greater disaggregation of information in both the rate reconciliation and income taxes paid disaggregated by

jurisdiction.

2023-09 is effective for annual periods beginning after December 15, 2024.

The guidance is to be applied on a prospective

basis with the option to apply the standard retrospectively;

this ASU allows for early adoption.

The Company is currently evaluating

the effect of this pronouncement on its disclosures.

March 2024, the FASB issued ASU No.

2024-01, Compensation-Stock Compensation (Topic 718):

Scope Application of Profits Interest and

Similar Awards , which provides illustrative guidance to help entities determine whether profits interest and similar awards should

be accounted for as share based payment arrangements within the scope of ASC 718.

ASU 2024-01 is effective for annual periods beginning

after December 15, 2024, and interim periods within those annual periods.

The Company is currently evaluating the effect of this pronouncement

on its disclosures.

November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures

(Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU

2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

the Effective Date (“ASU 2025 01”) .

ASU 2024-03 requires additional disclosure of the nature of expenses included in

the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income

ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and

interim periods within annual reporting periods beginning after December 15, 2027.

Both early adoption and retrospective application

are permitted.

The Company is currently evaluating the effect of this pronouncement on its disclosures.

November 2024, the FASB issued ASU No.

2024-04, Induced Conversions of Convertible Debt Instruments (Topic 470), which clarifies

the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim

reporting periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the effect

of this pronouncement on its disclosures.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

March 2025, the FASB issued ASU No.

2025-02, Liabilities (405):

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin

The amendments in this Update are effective immediately and on a fully retrospective basis to annual periods beginning after

December 15, 2024.

The Company is currently evaluating the effect of this pronouncement on its disclosures.

May 2025, the FASB issued ASU No.

2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers

(Topic 606) .

ASU 2025-04 revises the definition of the term performance condition for share-based consideration payable to a customer

to incorporate conditions that are based on the volume or monetary amount of a customer’s purchases or potential purchases.

2025-04 also eliminates the policy election to account for forfeitures as they occur for awards with service conditions.

also clarifies that ASC 606 variable consideration guidance does not apply to share-based payments to customers;

instead, vesting probability

should be assessed solely under ASC 718, Compensation—Stock Compensation.

ASU 2025-04 is effective for the Company’s annual

reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early

adoption permitted.

ASU 2025-04 may be applied on either a modified retrospective basis or on a retrospective basis.

The Company is currently

assessing the impact this standard will have on the Company’s consolidated financial statements.

Company has reviewed all recently issued, but not yet effective, accounting pronouncements and believes the future adoption of any such

pronouncements may not be expected to cause a material impact on its financial condition or the results of its operations.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

3 - BUSINESS SEGMENT INFORMATION

Company applies the provisions of ASC Topic 280, Segment Reporting , which requires disclosure of information about operating segments

based on how management organizes the Company’s business activities for making operating decisions and assessing performance.

Company’s Chief Executive Officer serves as the CODM.

CODM reviews consolidated financial information, including revenue, operating expenses and net income (loss), when evaluating performance

and allocating resources.

The CODM uses net income (loss) as the primary measure of performance and uses revenue as the primary measure

for allocating resources.

the fiscal year ended June 30, 2025, the Company reassessed its segment reporting conclusions in accordance with ASC Topic 280 due to

changes in how the business is managed and how information is reviewed by the CODM.

Specifically,

the Company’s operations have become more integrated, with centralized decision-making, shared resources, and aligned strategic

objectives across the organization.

As a result, the CODM no longer reviews discrete financial information for separate components of

the business and instead evaluates performance and allocates resources based on consolidated financial information for the Company as a single segment.

the Company has determined that it operates as a single operating and reportable segment under ASC Topic 280.

This conclusion reflects

current-period facts and circumstances and differs from prior period assessments due to the evolution of the Company’s internal

reporting structure and operational focus.

prior periods, the Company had evaluated its operations as potentially comprising multiple segments based on earlier organizational structures

and internal considerations and these segments were (i) trading and production of building materials and renewable commodities, (ii)

holding of real property and (iii) licensor of proprietary pyrolysis technology.

The CODM used sales and operating income as the primary

measure of segment profit or loss to assess performance and allocate resources.

the Company operates as a single segment and the CODM reviews consolidated financial information, the significant expense categories

reviewed by the CODM are reflected in the consolidated statements of operations.

The presentation of the comparative information has

been revised for comparability with the current year presentation.

The CODM reviews on a consolidated financial information basis the

significant expense categories as disclosed below.

OF BUSINESS SEGMENT INFORMATION

June 30, 2025

June 30, 2024

Cost of revenue

Operating expenses:

Depreciation and amortization

Impairment on property, plant and equipment

Impairment on advance to supplier

Payroll expenses

( 2,615,348 )

Consultant fees

( 1,425,097 )

Research and development expense

Legal and professional fees

Other segment expenses

Loss from operations

( 6,022,021 )

( 3,085,817 )

Interest expense

Rental income

Unrealized foreign exchange gains

Gain from insurance claim

Gain on disposal of property, plant and equipment

Interest income

Loss before income tax

( 4,783,013 )

( 3,187,662 )

$ ( 4,783,013 )

$ ( 3,187,774 )

Substantially

all of the Company’s revenue is generated in the United States.

Long-lived assets are located primarily in the United States and

in its subsidiaries in Malaysia and the British Virgin Islands, with the Company’s key intellectual property held by its BVI subsidiary.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

4 - DEPOSIT WITH BANKS

1.98 % to 4.64 % and 4.64 % per annum as of June 30, 2025 and 2024, respectively

120 to 270 days and 120 to 365 days as of June 30, 2025 and 2024, respectively

5 - INVENTORIES

as of June 30, 2025 and 2024 consisted of the following:

As of June 30,

Manufactured bio produce

Trading goods

Total inventories

goods represent bio asphalt products purchased from an external supplier.

6 – OTHER RECEIVABLE, DEPOSITS AND PREPAYMENTS

receivables, deposits and prepayments as of June 30, 2025 and 2024 consisted of the following:

SCHEDULE OF OTHER RECEIVABLES DEPOSITS AND PREPAYMENTS

2024 (revised)

As of June 30,

2024 (revised)

Other receivables

impairment on other receivables

Other receivables and deposits, net

Prepaid share based compensation – nonemployees (current portion)

Total Other receivables,

deposits and prepayments

Prepaid share based compensation – nonemployees (non-current portion)

Company accounts for share-based compensation in accordance with ASC 718 based on the grant-date fair value of the awards.

are granted to nonemployees in advance of the related services, the Company records the fair value as prepaid share-based compensation

and recognizes the expense over the service period.

Share-based compensation for employees is recognized over the requisite service period

without the recognition of a prepaid asset.

The portion of prepaid share-based compensation to nonemployees expected to be recognized

within twelve months is classified as a current asset, with the remainder classified as non-current.

This classification reflects the

expected timing of the underlying service periods as defined in the applicable agreements

7 – PROPERTY, PLANT AND EQUIPMENT

summary of property, plant and equipment at June 30, 2025 and 2024 is as follows:

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

As of June 30,

Land and building

Plant and machinery

Office equipment

Motor vehicles

Furniture and fittings

Property, plant and equipment, gross

accumulated depreciation

Foreign exchange adjustment

Total Property, plant and equipment

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

Plant and Equipment

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

$ 248,940 and $ 417,517 , respectively

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

$ 137,632 and $ 134,042 , respectively, related to assets intended to be disposed

and transferred to assets held for disposal at net carrying values of $ 350,000 and $ 606,043 , respectively

of plant and machinery for the years ended June 30, 2025 and 2024:

$ 0 and $ 3,979 , respectively

pledged as collateral:

and buildings with a net carrying amount of $ 0

and $ 701,817

as of June 30, 2025 and 2024, respectively

under financing arrangements:

and machinery:

$ 0 and $ 7,688 as of June 30, 2025 and 2024, respectively

$ 0 and $ 98,362 as of June 30, 2025 and 2024, respectively

December 10, 2024, CEO Jack Wong entered into a Sale and Purchase Agreement (the “Wong Agreement”) with VRI to purchase

the Property at the current market value of $ 857,500

with payment in equal installments over 26 pay cycles.

Pursuant to the Agreement, VRI shall immediately transfer ownership of the

Property to CEO Jack Wong by Warranty Deed, free of encumbrances except as specified in the Agreement.

The transfer of title was

completed on December 19, 2024.

8 – INTANGIBLE ASSETS

intangible assets comprise (i) a global intellectual property (“IP”) of $ 30,192,771 known as “Catalytic BioFraction

Process”, whereby, subsidiary Bio Resources Limited (“BRL”) is the beneficial and/or registered proprietor and (ii)

an exclusive license assigned to Verde Malaysia for the operation of the IP in the state of Sabah, Malaysia of MYR 14,000,000 ($ 3,311,000 ).

“Catalytic BioFraction Process” is a slow pyrolysis process using a proprietary catalyst to depolymerize palm biomass waste

(empty fruit bunches or palm kernel shells) in temperature range of 350 degrees Celsius to 500 degrees Celsius 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 palm biomass waste is used as feedstock.

Upon fulfilling UN’s (United Nations)

ACM 22 protocol as well as LCA (Life Cycle Assessment) requirements, it is anticipated that the by-products from this IP would lead to

certification and issuance of Carbon Avoidance Credits as well as Carbon Removal Credits to generate carbon revenue for the Company.

Company has identified these intangible assets as indefinite life intangible assets as there are currently no legal, competitive, economic

or other factors that materially limit the useful life of the Company’s intangible assets.

350-30-35, Intangibles - Goodwill and Other , provides for an option to first perform a qualitative assessment to determine whether

it is more likely than not that an asset is impaired.

If the qualitative assessment supports that it is more likely than not that the

fair value of the asset exceeds its carrying value, a quantitative impairment test is not required.

If the qualitative assessment does

not support the fair value of the asset, then a quantitative assessment is performed.

Our annual impairment assessment of our identifiable

indefinite-lived intangible assets is performed as of the fourth quarter of each year.

An assessment is performed at other times if an

event occurs or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value.

the carrying value of the intangible assets exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

of June 30, 2025, the Company performed a qualitative assessment, during the fourth quarter of 2025, to determine whether it was more

likely than not that the carrying amounts of its intangible assets were impaired.

This assessment considered a number of qualitative

factors, including but not limited to:

Macroeconomic

and market trends,

financial performance of the asset,

and regulatory environment, and

internal reporting and management’s plans.

on this qualitative assessment, management did not identify any events or changes in circumstances that would indicate that the carrying

amounts of the Company’s intangible assets are not recoverable.

The qualitative impairment assessment of the indefinite intangible

assets indicated that the fair value of such assets exceeded their carrying value and therefore were not at risk of impairment.

no quantitative impairment test was deemed necessary, and no impairment losses were recognized for the year ended June 30, 2025.

Company performed a quantitative assessment during the fourth quarter of 2024.

As of the date of the annual assessment for 2024, management’s

impairment assessment of the indefinite intangible assets indicated that the estimated fair value of the Company’s intangible assets

exceeded their carrying values and therefore no impairment losses were recognized for the year ended June 30, 2024.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

9 – ASSETS HELD FOR SALE

June 30, 2025 and 2024, assets held for sale are as follows:

SCHEDULE OF ASSETS HELD FOR SALE

As of June 30,

Plant and machinery

Motor vehicles

Assets held for sale gross

Total assets held for sale

Company, through Verde Estates LLC, decided to sell its property located in La Belle, Missouri (the “La Belle Property”)

and entered into discussions with a buyer to sell the La Belle Property prior to December 31, 2024.

The La Belle Property has been

presented separately in the balance sheet as assets held for sale as at December 31, 2024.

On January 17, 2025, the Company entered

into a Purchase and Sale Agreement (the “TAFleer Agreement”) with TAFleer Properties LLC, a Missouri limited liability

company (the “Buyer”).

Under the terms of the TAFleer Agreement, the proceeds for the sale of the La Belle Property were

paid in full by the Buyer at closing.

The disposition of the La Belle Property was completed in January 2025.

June 27, 2024, the Company, through its wholly-owned subsidiary Verde Renewables, Inc.

(“VRI”), a company incorporated in

the State of Missouri, U.S.A, entered into a Consignment Contract with ED’s Machinery LLC (“EDM”) to dispose plant

and machinery and motor vehicles with a carrying amount of $ 606,043 .

The disposal was pending completion as at June 30, 2024, and thus

the assets had been presented separately in the balance sheets as assets held for sale.

The disposal of assets with carrying values totaling

$ 596,176 was completed as of December 31, 2024.

The remaining asset comprises a vehicle that will be sold for its parts, and accordingly,

an impairment of $ 5,866 was recognized during the period.

Held for Sale

acquired under financing arrangements (as of June 30, 2025 and 2024):

and machinery:

$ 0 and $ 168,994 , respectively

$ 0 and $ 350,217 , respectively

loss on assets held for sale for the years ended June 30, 2025 and 2024:

$ 5,866 and $ 0 , respectively

10 - DEPOSIT PAID

June 30, 2025 and 2024, deposits consist of the following:

SCHEDULE OF SECURITY DEPOSIT

As of June 30,

Security deposit

- Factory site

March 2, 2022, the Company, through VRAP, entered into a Commercial Lease Agreement and Option to Purchase (“Segama Lease Agreement”)

the factory site from Segama Ventures for a lease term of seven ( 7 ) years (“Lease Term”) at a monthly rental of MYR 36,000

The rental for the entire Lease Term amounting to the sum of MYR 3,024,000 ($ 720,000 ) (the “Lease Payment”) was

paid in advance upon commencement of the Segama Lease Agreement together with a payment of security deposit for the sum of MYR 336,000

($ 80,000 ) (the “Security Payment”).

11 – BANK LOAN

bank loan as of June 30, 2024, represented a rolling facility to a maximum principal of $ 250,000 and was secured by deed of trusts from

VRDR, land and building of VEL and a subsidiary who acts as guarantor for the performance of debts.

The pledge was released on January

17, 2025, with the disposal of the land and building as mentioned in Note 9, and the full settlement of the loan.

The interest on loan

was fixed at the rate of 5.25 %.

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

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

12 - AMOUNTS DUE TO/FROM RELATED PARTIES AND DIRECTOR

following breakdown of the balances due to related parties and director, consisted of:-

SCHEDULE OF BREAKDOWN BALANCES DUE TO RELATED PARTIES

2024 (revised)

As of June 30,

2024 (revised)

Amount due to related parties

Borneo Oil Corporation Sdn.

Bhd (“BOC”) (2)

Borneo Oil Berhad (“BOB”) (1)

Taipan International Limited (3)

Borneo Energy Sdn Bhd ( 1)

Victoria Capital Sdn Bhd (4)

UnitiMart Sdn Bhd (1)

Makin Teguh Sdn Bhd (1)

Ambrose & Partners (5)

SB Resorts Sdn Bhd (2)

SB Supplies & Logistics Sdn Bhd (1)

Borneo Eco Food Sdn.

Total due to related parties

due to related parties

Amount due from a related party

Vetrolysis Limited (6)

Amount due from a related parties

Amount due to director

Jack Wong (7)

Amount due to director

(1) Borneo Oil Berhad

1ST & 2ND FLOOR , VICTORIA POINT JALAN OKK AWANG BESAR W.P.

(“BOB”) is the ultimate holding company of Borneo Eco Food Sdn.

Bhd., Borneo Energy Sdn.

Bhd., SB Supplies & Logistic

and UnitiMart Sdn.

Bhd., (holding 13.4 % of the Company’s issued and outstanding Common Stock as of June 30, 2025).

Teguh Sdn Bhd is an associate of BOB.

The advances are related to ordinary business transactions and bear no interest or collateral and

are repayable on demand.

(2) SB Resorts Sdn.

and Borneo Oil Corporation Sdn.

(“BOC”) are wholly owned subsidiaries of Borneo Oil Berhad (“BOB”)

(holding 13.4 % of the Company’s issued and outstanding Common Stock as of June 30, 2025).

The advances are related to ordinary

business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

(3) Taipan International

Limited is one of the shareholders of the Company and held 15.4 % of the Company’s issued and outstanding Common Stock as of June

The advances are related to ordinary business transactions and bear no interest or collateral and are repayable on demand.

(4) Victoria Capital

is one of the shareholders of the BOB (holding 7.8 % if BOB’s shares) and also is a direct shareholder of Company, holding

0.2 % of the Company’s issued and outstanding Common Stock as of June 30, 2025.

The advances are related to ordinary business transactions

and bear no interest or collateral and are repayable on demand.

Partners is controlled by J Ambrose who is one of the shareholders of the Company, and he held 1.6 % of the Company’s issued and

outstanding Common Stock as of June 30, 2025.

He is also a substantial shareholder of BOB.

The advances are related to ordinary business

transactions and bear no interest or collateral and are repayable on demand.

(6) Encik Anuar bin

Ismail, an indirect significant shareholder, is a director of Vetrolysis Limited.

Jack Wong is the Chief Executive Officer of the Company effective October 1, 2022.

Further, Jack Wong was re-elected Director of the

Company by Waiver and Consent of Shareholders, effective March 30, 2024.

This represents remaining balance of the special bonus of

million to CEO Jack Wong approved by the Board of the Company on December 9, 2024.

On December 10, 2024, CEO Jack Wong entered into

the Wong Agreement to purchase the Property located at 1138 Wildhorse Parkway Drive, Chesterfield, Missouri 63005 owned by VRI, for

a current market value of $ 857,500 .The

Board also approved the option for this amount to be repaid through monthly installments deducted from the bonus over 26 pay cycles

starting from January 2025.

This transaction shall be structured as a sale and purchase agreement between the Company and CEO Jack

Wong, with no cash exchange involved.

The remaining balance of the bonus shall be allocated to cover any taxes associated with the

bonus on behalf of CEO Jack Wong

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

13 - PROMISSORY NOTE TO RELATED PARTY

SCHEDULE OF PROMISSORY NOTES

As of June 30,

Promissory Note to related party

following is a reconciliation of the beginning and ending balances of promissory notes payable using Level 3 inputs:

SCHEDULE OF RECONCILIATION OF PROMISSORY NOTES PAYABLE

As of June 30,

Balance at the beginning of year

Accretion of liability

Converted to Company Common Stock

Balance at the end of year

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

Common Stock priced at $ 0.07 per share at the discretion of the holder of the Promissory Note.

The fair value of the Promissory Note

of $ 481,023 was calculated using the net present value of estimated future cash flows with the assumptions of risk free rate at 4.03 %,

credit spread of 11.6 % and liquidity risk premium of 5.6%.

On August 16, 2024, the Company entered into a Supplementary Agreement to

the SDA Agreement and Promissory Note with the Creditor to convert the total amount of $ 675,888 into 9,655,542 shares of the Company’s

Common Stock at the agreed conversion price of $ 0.07 per share for issuance on August 16, 2024.

A total of 9,655,542 shares of the Company’s

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.

Company determined the reacquisition price of the debt based on the fair value of the Company’s Common Stock issued to the Creditor.

The fair value was determined using the closing quoted market price of $0.29 per share on August 16, 2024, the date the shares were issued,

in accordance with ASC 470-50-40-3 and ASC 850.

Because the debt holder was a related party shareholder, the Company evaluated the transaction

under ASC 470-50-40-2 and ASC 850 to determine whether the extinguishment should be recognized in earnings or treated as a capital transaction.

In making this determination, the Company considered that the creditor was an existing equity holder and accordingly, concluded that

the transaction represented a transaction with an owner in their capacity as an equity holder, and therefore was accounted for as a restructuring

on this evaluation, the Company accounted for the transaction as a capital transaction.

Accordingly, the liability was derecognized as

its carrying amount, and the excess of the fair value of the shares issued over the carrying amount of the debt was recorded within APIC.

No gain or loss on extinguishment of debt was recognized in the consolidated statements of operations.

The issuance of equity in satisfaction

of debt is classified as a non-cash financing activity and is disclosed as such in the consolidated statements of cash flows.

of August 16, 2024, there were no remaining balances payable to or receivable from BOC related to this transaction.

Notes – Interest Expense

of liability (presented as interest expense) for the years ended June 30, 2025 and 2024:

$ 84,718 and $ 103,380 , respectively

expense at 2 % for the years ended June 30, 2025 and 2024:

$ 1,738 and $ 13,536 , respectively

Company adopted ASU No.

2016-02, Leases and determines whether an arrangement is a lease at inception.

This determination generally

depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period

of time in exchange for consideration.

Control of an underlying asset is conveyed if we obtain the rights to direct the use of and to

obtain substantially all of the economic benefit from the use of the underlying asset.

Some of our leases include both lease and non-lease

components which are accounted for as a single lease component as the Company has elected the practical expedient.

Some of the operating

lease agreements include variable lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related

to inflation.

Substantially all of our equipment leases and some of our real estate leases have terms of less than one year and, as such,

are accounted for as short-term leases as we have elected the practical expedient.

leases are included in the right-of-use lease assets, other current liabilities and long-term lease liabilities on the Consolidated Balance

Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present values of

its lease payments over its respective lease term.

When a borrowing rate is not explicitly available for a lease, the incremental borrowing

rate is used based on information available at the lease’s commencement date to determine the present value of its lease payments.

Operating lease payments are recognized on a straight-line basis over the lease term.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

table below presents the lease-related assets and liabilities recorded on the balance sheet.

SCHEDULE OF LEASE RELATED ASSETS AND LIABILITIES

As of June 30,

Right-of-use asset (1)

Right-of-use assets (2)

Total RoU assets

Accumulated amortization

Operating lease right of use assets

Operating lease liabilities

Finance lease liabilities

Total lease liabilities current

Finance lease liabilities – assets held for sale

Total Current Lease Liabilities

Operating lease liabilities

Finance lease liabilities

Total Non-current Lease Liabilities

Total lease liabilities

$ 518,375 and $ 509,482 as of June 30, 2025 and 2024, respectively

$ 129,950 and $ 741,623 as of June 30, 2025 and 2024, respectively

of right-of-use assets for the years ended June 30, 2025 and 2024:

$ 34,825 and $ 117,517 , respectively

(1) This leasing arrangement

for the lease of the Segama factory amounting to $ 720,000

is for a lease term of seven ( 7 )

years and included an exclusive right and option to purchase the factory site, together with all its right title and interest, for a

consideration to be mutually agreed between the parties at any time during the period of two years from the date of the Lease Agreement

ended March 1, 2024.

The option was not exercised and has lapsed.

are no corresponding lease liabilities recorded as the lease payments for the entire lease period has been paid upfront upon inception

of the agreement.

(2) The Company through

its wholly owned subsidiary VRI entered into various lease arrangements for the use of motor vehicles for lease term of three (3) to

four (4) years which expire at various dates through 2029.

Certain of the lease arrangements contain option to purchase at an agreed

consideration as stated in the respective lease agreement.

The Company’s lease agreements do not contain any material restrictive

table below presents the information related to weighted average discount rate and the remaining lease term (years) of the operating

SCHEDULE OF THE LEASE TERMS AND DISCOUNT RATES

As of June 30,

Operating leases

Weighted average discount rate

Weighted average remaining lease term (years)

Finance leases

Weighted average discount rate

Weighted average remaining lease term (years)

accretion of lease liability for the years ended June 30, 2025 and 2024, were $ 8,023 and $ 7,471 , respectively.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

Company excludes short-term leases (those with lease terms of less than one year at inception) from the measurement of lease liabilities

or right-of-use assets.

The following tables summarize the lease expense for the years.

SCHEDULE OF LEASE COSTS

Years ended June 30,

Finance lease cost:

Interest on lease liabilities (per ASC 842)

Operating lease cost:

Operating lease expense (per ASC 842)

Total lease expense

of Lease Expense

Company recognizes operating lease expense on a straight-line basis over the term of the operating leases, comprising interest expense

determined using the effective interest method, and amortization of the right-of-use asset, as reported within “general and administrative”

expense on the accompanying consolidated statement of operations.

lease expense comprises of interest expenses determined using the effective interest method.

Contractual Lease Payments as of June 30, 2025

table below summarizes our (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present

value of future lease payments for the next three years and thereafter ending June 30:

SCHEDULE OF FUTURE MINIMUM OPERATING LEASE PAYMENTS

Years ending June 30,

Total minimum lease liabilities payment

imputed interest

Present value of lease liabilities

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

15 - STOCKHOLDERS’ EQUITY

Company has authorized 10,000,000,000 Common shares and 50,000,000 preferred shares, both with a par value of $ 0.001 per share.

Common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation

stock outstanding

are no preferred shares outstanding as of June 30, 2025, and 2024.

stock outstanding

of June 30, 2025 and 2024, the Company had received proceeds and entered into binding subscription agreements for 7,744,445 shares and

21,988,335 shares respectively, that were issued shortly after year-end due to administrative timing.

The Company had no remaining substantive

performance obligations, and the investors were irrevocably committed to the transactions as of the balance sheet date, with no conditions

precedent remaining.

These 7,744,445 shares as of June 30, 2025 were subsequently issued in July 2025, and 21,988,335 shares as of June

30, 2024 were subsequently issued in July 2024 and August 2024.

based awards represent unregistered securities and are subject to resale restrictions under Rule 144 of the Securities Act of 1933, as

cancellations and re-issuances

September 8, 2023, the Company, through VRI, entered into a Service and Stock Cancellation Agreement with Steven Sorhus pursuant

to the termination of his service resulting in the cancellation of 171,591 shares.

The Service Agreement was dated December 1, 2022

for the first tranche of 300,000 shares of Common Stock which were issued at $ 0.20 per share on December 31, 2022 totaling $ 60,000 .

cancellation of the shares, were effected via the cancellation of the initial 300,000 shares which was completed on March 28, 2024

and the re-issuance of 128,409 shares of shares of Common Stock on May 24, 2024, to compensate his prior service.

September 8, 2023, the Company, through VRI, entered into a Service and Stock Cancellation Agreement with EMGTA LLC to cancel the

Service Agreement dated December 1, 2022, including the cancellation of 375,000 shares of Common Stock that were issued at $ 0.20

per share on December 31, 2022 totaling $ 75,000 as consideration for certain services.

The cancellation is still in process.

September 12, 2023, the Company, through VRI, entered into a Service and Stock Cancellation Agreement with Y M Tengku Chanela Jamidah

Y A M Tengku Ibrahim pursuant to the termination of her service resulting in the cancellation of 333,333 shares.

The Service Agreement

was dated November 30, 2022 for the first tranche of 500,000 shares of Common Stock which were issued at $ 0.20 per share on December

31, 2022 totaling $ 100,000 .

cancellation of the shares were effected via the cancellation of the initial 500,000 shares, which was completed on March 28, 2024

and the re-issuance of 166,667 shares of shares of Common Stock on May 24, 2024, to compensate her prior service.

such, the total number of cancelled shares of 504,924 shares and the number of shares remaining to be cancelled of 375,000 shares were

measured at the grant-date fair value of $ 0.20 per share as per the original service agreements, and equity was reduced by $ 175,985 accordingly.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

issued and stock cancelled to shareholders

November 22, 2023, the Company issued a total of 14,931,624 shares of Common Stock comprising 11,538,461 shares of Common Stock for

$ 1,050,000 at $ 0.091 per share to five non-U.S.

shareholders, 100,000 shares of Common Stock for $ 10,000 at $ 0.10 per share to one

shareholder, 1,943,163 shares of Common Stock for $ 176,828 at $ 0.091 per share to ten U.S.

shareholders and 1,350,000 shares

of Common Stock for $ 135,000 at $ 0.10 per share to nine U.S.

shareholders.

December 4, 2023, the Company issued a total of 1,238,889 shares of Common Stock comprising of 850,000 shares of Common Stock for

$ 85,000 at $ 0.10 per share to four U.S.

shareholders and 388,889 shares of Common Stock for $ 35,000 at $ 0.09 per share to one U.S.

shareholders.

April 12, 2024, shares that were committed to be issued as of March 31, 2024 were fully settled by way of issuance of 2,881,274 shares

of Common Stock at $ 0.108 per share to four non-U.S.

shareholders in settlement of $ 311,178 subscription amounts paid, and issuance

of 200,000 shares of Common Stock on April 15, 2024 at $ 0.091 per share to one U.S.

shareholder in settlement of $ 18,200 subscription

April 15, 2024, the Company issued a total of 3,055,555 shares of Common Stock to four U.S.

shareholders, in which 2,300,000 shares

of Common Stock were issued at $ 0.10 per share to two U.S.

shareholders, 200,000 shares of Common Stock were issued at $ 0.091 per

share to one U.S.

shareholder, and 555,555 shares of Common Stock were issued at $ 0.09 per share to one U.S.

July 24, 2024, the Company issued 3,194,443 shares of Common Stock for $ 287,500 at $ 0.09 per share to four U.S.

shareholders and

6,005,000 shares of Common Stock for $ 600,500 at $ 0.10 per share to twenty U.S.

shareholders and one non-U.S.

August 9, 2024, the Company issued 888,888 shares of Common Stock for $ 80,000 at $ 0.09 per share to one U.S.

shareholder and 11,840,000

shares of Common Stock for $ 1,184,000 at $ 0.10 per share to twenty-three U.S.

shareholders and one non-U.S.

August 26, 2024, the Company issued 722,221 shares of Common Stock for $ 65,000 at $ 0.09 per share to three U.S.

shareholders, 3,990,000

shares of Common Stock for $ 399,000 at $ 0.10 per share to six U.S.

shareholders and two non-U.S.

shareholders.

September 16, 2024, the Company issued 222,222 shares of Common Stock for $ 20,000 at $ 0.09 per share to one U.S.

shareholder and

350,000 shares of Common Stock for $ 35,000 at $ 0.10 per share to two U.S.

shareholders.

October 16, 2024, the Company issued 800,000 shares of Common Stock for $ 80,000 at $ 0.10 per share to three U.S.

shareholders.

November 27, 2024, the Company cancelled 450,000 shares of Common Stock that were previously issued to two U.S.

shareholders.

January 2, 2025, the Company issued a total of 3,277,775 shares of Common Stock, comprising 2,500,000 shares of Common Stock for

$ 250,000 at $ 0.10 per share to seven U.S.

shareholders and 777,775 shares of Common Stock for $ 70,000 at $ 0.09 per share to six U.S.

shareholders.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

January 6, 2025, the Company cancelled 200,000 Common Shares that were previously issued to two U.S.

shareholders.

February 18, 2025, the Company issued a total of 3,905,555 shares of Common Stock, comprising 3,000,000 shares of Common Stock for

$ 300,000 at $ 0.10 per share to one non-U.S.

shareholder, 850,000 shares of Common Stock for $ 85,000 at $ 0.10 per share to seven U.S.

shareholders and 55,555 shares of Common Stock for $ 5,000 at $ 0.09 per share to one U.S.

April 22, 2025, the Company cancelled 150,000 Common Shares that were previously issued to one U.S.

May 20, 2025, the Company issued 249,999 shares of Common Stock for $ 24,999.90 at $ 0.10 per share to one U.S.

shareholder and one

issued to nonemployees and employees

January 31, 2024, the Company issued 1,000,000 shares of the Company’s Common Stock to Donald R.

See Note 21 Shares

Issued to Nonemployees and Employees, Fosnacht Agreement .

July 31, 2024 the Company issued 1,000,000 shares each to Dr.

Nam Tran and Dr.

Raymond Powell.

See Note 21 Shares Issued to Nonemployees

and Employees, National Implementation Expert Agreements .

August 8, 2024, the Company issued 700,000 shares of the Company’s Common Stock to Dale Ludwig.

See Note 21 Shares Issued to

Nonemployees and Employees , Ludwig Agreement.

August 30, 2024, the Company issued 1,350,000 of the Company’s shares of Common Stock to Jeremy P.

See Note 21 Shares

Issued to Nonemployees and Employees, Jeremy P.

Concannon Chief Growth Officer.

August 30, 2024, the Company issued 670,000 of the Company’s shares of Common Stock to Eric Bava.

See Note 21 Shares Issued

to Nonemployees and Employees, Eric Bava Chief Operating Officer.

January 2, 2025, the Company issued 4,656,550 of the Company’s shares of Common Stock to Aegis Ventures Limited.

Shares Issued to Nonemployees and Employees, AUM Capital Markets Advisory Agreement.

January 3, 2025, the Company issued 50,000 of the Company’s Common Shares to Hannah Bruehl.

See Note 21 Shares Issued to Nonemployees

and Employees, Hannah Bruehl-Chief of Staff.

June 1, 2025, the Company issued 350,000 of the Company’s shares of Common Stock to Karl Strahl.

See Note 21 Shares Issued

to Nonemployees and Employees, Karl Strahl Director .

June 1, 2025, the Company issued 1,500,000 shares of the Company’s Common Stock to Sundeo Pty Ltd, an affiliate designated

See Note 21 Shares Issued to Nonemployees and Employees, C-Twelve Joint Development and License Agreement.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

settled in shares

August 16, 2024, the Company issued 9,655,542 shares of the Company’s Common Stock at the price of $ 0.07 per share to Borneo

Oil Berhad in relation to the Settlement of Debts Agreement (the “SDA Agreement”) and a two-year term period Promissory

Note entered into with its former indirect wholly-owned subsidiary Champmark Sdn Bhd (“CSB”) and CSB’s creditor

Borneo Oil Corporation Sdn Bhd (the “Creditor”) to settle in full a total of $ 675,888 of CSB’s account payable.

On March 13, 2023, the Company and CSB entered into an SDA Agreement and a two-year term period Promissory Note with the Creditor

to settle in full a total of $ 675,888 of CSB’s account payable to the Creditor either in cash or by the issuance of new shares

of the Company’s Common Stock at a price of $ 0.07 per share.

As set out in the SDA Agreement, the new shares for settlement

of the account payable to the Creditor shall be issued to the Creditor or its nominee.

On August 16, 2024, the Company entered into

a Supplementary Agreement to the SDA Agreement and Promissory Note with the Creditor to convert the total amount of $ 675,888 into

9,655,542 shares of the Company’s Common Stock.

considering the commitment to cancel shares as above, there were 1,262,680,891 (including 7,744,445 shares which were issued for private

placement subsequent to financial year end) and 1,221,346,586 (including 21,988,335 shares which were issued for private placement subsequent

to financial year end) shares of Common Stock issued and outstanding at June 30, 2025 and 2024, respectively.

from the Common Stock which was issued as disclosed in Note 22, the Company has no stock option plan, warrants, or other dilutive securities

as at June 30, 2025.

As of June 30, 2024, 2,700,000 and 670,000 were committed to be issued to nonemployees and one employee respectively.

16 - NET LOSS PER SHARE

following table sets forth the computation of basic and diluted net (loss) income per share for the respective years:

SCHEDULE OF NET LOSS PER SHARE

Years ended June 30,

$ ( 4,782,977 )

$ ( 3,187,774 )

Net loss attributable to non-controlling interest

Net loss attributable to Verde Resources, Inc.

$ ( 4,783,013 )

$ ( 3,187,774 )

Weighted average common shares outstanding:

- Basic and diluted

1,242,092,192

1,187,606,780

Net loss per share:

- Basic and diluted

less than $0.005

the years ended June 30, 2025, and 2024, diluted weighted-average common shares outstanding is equal to basic weighted-average common

shares, due to the Company’s net loss position.

Hence, no Common Stock equivalents were included in the computation of diluted

net loss per share since such inclusion would have been antidilutive.

The Company evaluated all share-based

awards in accordance with ASC 260 and ASC 718 to determine whether any awards represented contingently issuable shares for purposes of

calculating basic and diluted net loss per share.

Management considered whether any awards were subject to substantive service, performance,

market, forfeiture, repurchase, clawback, or other contingent provisions.

Company determined that the shares included in weighted-average Common Stock outstanding were legally issued, fully vested,

and nonforfeitable upon issuance.

Such shares were not subject to substantive service, market, or performance conditions and were not

subject to contractual forfeiture, repurchase, clawback, or automatic cancellation provisions.

Upon issuance, holders possessed the same

rights as all other holders of the Company’s Common Stock, including voting, dividend and other ownership rights, and the shares

were not subject to contractual restrictions on ownership, transfer or retention.

Management further considered that the shares were not subject to vesting schedules, repurchase rights, or other

contractual mechanisms that would cause the shares to be treated as contingently issuable under ASC 260.

While certain shares were issued in

advance of related service periods and compensation expense was recognized over those periods in accordance with ASC 718, management

distinguished the accounting treatment of the related compensation expense from the determination of whether the shares were

outstanding for purposes of calculating net loss per share.

Because the shares were legally issued and outstanding and holders possessed the same rights as all other holders of the Company’s

Common Stock, management concluded such shares did not represent contingently issuable shares under ASC 260 and were

appropriately included in weighted-average Common Stock outstanding upon issuance.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

17 - INCOME TAX

the years ended June 30, 2025, and 2024, the local (“United States of America”) and foreign components of loss before income

taxes were comprised of the following:

SCHEDULE OF LOCAL AND FOREIGN COMPONENTS OF LOSS BEFORE INCOME TAXES

Years ended June 30,

Tax jurisdiction from:

- Local (US regime)

$ ( 4,845,138 )

$ ( 2,444,654 )

- Foreign, including

British Virgin Island

Labuan, Malaysia

157,939,394 common shares

Direct ownership

Internet.com Ltd

SUITE 4703, CENTRAL PLAZA, 18 HARBOUR ROAD, WANCHAI, HONG KONG

70,343,443 common shares

Direct ownership

Borneo Resources Limited

LEVEL 1, LOT 7 , BLOCK F , SAGUKING COMMERCIAL BUILDING , JALAN PATAU-PATAU LABUAN F.T.

87000, MALAYSIA

130,928,478 common shares

Direct ownership

Tax jurisdiction foreign

Loss before income taxes

$ ( 4,783,013 )

Applicable percentage ownership is based on 1,176,200,278 shares of Common Stock outstanding as of October 2, 2023.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.

Jack Wong, our Chief Executive Officer and a Director, Balakrishnan B S Muthu, our Chief Financial Officer and a Director, and Chen Ching, our director have not filed their respective Forms 3.

These Shareholders expect to file the forms in the near future.

Certain Relationships and Related Transactions, and Director Independence.

Wong and Balakrishnan, two of our three Directors, are not independent Directors as they also serve as our executive officers.

Chen, one of our three Directors, is an independent Director as he does not hold any position as an executive officer.

Except as set forth below, there are no transactions during our two most recent fiscal years ended June 30, 2023, and 2022, or any currently proposed transaction, in which our Company was or to be participant and the amount exceeds the lesser of $120,000 or one percent of the average of our Company’s total assets at year end for our last two completed years, and in which any of our Directors, officers or principal stockholders, or any other related person as defined in Item 404 of Regulation S-K, had or have any direct or indirect material interest.

$ ( 3,187,662 )

provision for income taxes consisted of the following:

SCHEDULE OF PROVISION FOR INCOME TAXES

Years ended June 30,

Income tax expense (benefit)

effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range

of income tax rate.

The Company mainly operates in U.S.

and Malaysia that is subject to taxes in the jurisdictions in which they operate,

States of America

VRI, VerdePlus and VLI are subject to the tax laws of United States of America.

corporate income tax rate is 21 % effective January

The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income

tax provision.

The Company has not accrued or paid interest or penalties which were not material to its results of operations for the

periods presented.

Company has provided for a full valuation allowance against the deferred tax assets of $ 2,090,801 on the expected future tax benefits

from the net operating loss (“NOL”) carry forwards of $ 9,956,196 as the management believes it is more likely than not that

these assets will not be realized in the future.

Operating Losses (NOLs) generated prior to January 1, 2018, are able to be carried forward up to twenty subsequent years.

Any NOLs created

for tax years subsequent to that may be carried forward indefinitely.

However, any NOLs arising from tax years ending after December

31, 2020, can only be used to offset up to 80% of taxable income.

the years ended June 30, 2025, and 2024, there were no operating income under the applicable U.S.

the current BVI law, VRAP is not subject to tax on income.

the current laws of the Labuan applicable to BRL, income derived from an intellectual property right is subject to tax under the Malaysian

Income Tax Act 1967 (ITA) at 24 % of its chargeable income.

However, BRL is not subject to income tax, given that it was a net loss position

during the current period presented.

The losses are presently not able to be carried forward to offset against its future operation income

as income generating activities have not yet been undertaken.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

Company’s subsidiaries, Verde Malaysia and Wision is registered in Malaysia and are subject to the Malaysia corporate income tax

at a standard income tax rate of 24 % on chargeable income.

operation in Malaysia incurred $ 1,041,549 of cumulative net operating losses as of June 30, 2025 which can be carried forward to offset

future taxable income.

The net operating loss are allowed to be carried forward up to a maximum of ten (10) years of assessments under

the current tax legislation in Malaysia.

The Company has provided for a full valuation allowance against the deferred tax assets of $ 249,972

on the expected future tax benefits from the net operating loss (“NOL”) carry forwards as the management believes it is more

likely than not that these assets will not be realized in the future.

SCHEDULE OF INCOME TAX RATE AND TAX PROVISION

Years ended June 30,

Loss before income taxes

$ ( 398,431 )

$ ( 578,231 )

Statutory income tax rate

Income tax expense at statutory rate

Non-deductible items

Tax losses unable to be carried forward

Valuation allowance

Income tax expense

following table sets forth the significant components of the deferred tax assets of the Company:

SCHEDULE OF DEFERRED TAX ASSETS

As of June 30,

Deferred tax assets:

Net operating loss carry forwards, from

US tax regime

Malaysia tax regime

Net operating loss carryforwards

valuation allowance

( 2,340,023 )

( 1,644,410 )

Deferred tax assets, net

Company has recorded valuation allowances for certain tax attribute carry forwards and other deferred tax assets due to uncertainty that

exists regarding future realizability.

If in the future the Company believes that it is more likely than not that these deferred tax

benefits will be realized, the majority of the valuation allowances will be reversed in the consolidated statement of operations.

Company did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

18 - RELATED PARTY TRANSACTIONS

SCHEDULE OF RELATED PARTY TRANSACTIONS

For the Years ended

1 unchanged sentence

Borneo Eco Food Sdn Bhd (1)

SB Resorts Sdn Bhd ( 2)

Rental income:

Other income – Sales of wash sand to:

Jusra Mining Merapoh Sdn Bhd (#1)

Site expenses:

Warisan Khidmat Sdn Bhd (#3)

Jack Wong (3)

Rental income

Professional services provided by:

Warisan Khidmat Sdn Bhd (4)

Professional services provided

Interest expense paid to:

Borneo Oil Corporation Sdn Bhd (#9)

Related party balances:

Trade receivables

Borneo Eco Food Sdn Bhd (#2)

Deposits paid for acquisition of property, plant and equipment

Borneo Energy Sdn Bhd (#2)

Advanced from related parties

Borneo Energy Sdn Bhd (#2)

Taipan International Limited (#6)

Victoria Capital Sdn Bhd (#7)

Trade payables

Interest expense paid

Rental expense paid to:

SB Resorts Sdn Bhd (2)

Rental expense paid

Sale of property:

Jack Wong (3)

Sale of property

Settlement of debts by issuance of Company’s Common Stock

Settlement of debts by issuance of company’s common stock

Related party balances (other than those disclosed in Note 12 and Note 13)

SCHEDULE OF RELATED PARTY BALANCES

As of June 30,

Accounts payable

Warisan Khidmat Sdn Bhd (4)

Advanced to related party

Vetrolysis Limited (#8)

(#1) Lamax Gold Limited (“LGL”) held 15% equity interests of Champmark Sdn Bhd which was disposed on October 20, 2021, to Verde Resources Asia Pacific Limited and is also the major shareholder of Jusra Mining Merapoh Sdn Bhd.

(#2) Borneo Oil Berhad (“BOB”) is ultimate holding company of Borneo Eco Food Sdn.

and Borneo Energy Sdn Bhd, and held 13.4% and 22.8% of the Company’s issued and outstanding common stock as of June 30, 2022 and June 30, 2023, respectively.

(#3) Warisan Khidmat Sdn.

is a company whose shareholdings is entirely held by a Director of VRSB.

(#4) Borneo Oil Corporation Sdn Bhd (formerly known as Borneo Oil and Gas Corporation Sdn Bhd) (“BOC”) is a wholly owned subsidiary of Borneo Oil Berhad (“BOB”) (holding 13.4% and 22.8% of the Company’s issued and outstanding common stock as of June 30, 2022, and June 30, 2023, respectively).

The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

Jack Wong is the President and Chief Executive of the Company effective October 1, 2022.

Effective March 30, 2023, Carl Craven voluntarily resigned from his position as Director of the Company.

By resolution of the Board of Directors, Jack Wong was appointed Director of the Company for a one (1) year term, effective March 30, 2023.

Jack Wong will hold the Board position formerly held by Carl Craven.

(#6) Taipan International Limited is one of the shareholders of the Company, and held 33.4% of the Company’s issued and outstanding Common Stock as of June 30, 2023.

(#7) Victoria Capital Sdn.

is one of the shareholders of the Company, and held 0.2% of the Company’s issued and outstanding Common Stock as of June 30, 2023.

(#8) Encik Anuar bin Ismail, an indirect significant shareholder, is a director of Vetrolysis Limited.

(#9) Borneo Oil Corporation Sdn Bhd (“BOC”) is a wholly owned subsidiary of Borneo Oil Berhad (“BOB”) which holds 13.4% and 22.8% of the Company’s issued and outstanding common stock as of June 30, 2023 and June 30, 2022, respectively.

Principal Accounting Fees and Services.

The aggregate fees billed for the most recently completed fiscal year ended June 30, 2023, and 2022 for professional services rendered by the principal accountant for the audit of our annual financial statements on Form 10-K, and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

Audit Fees (1)

Audit Related Fees (2)

All Other Fees (4)

Accounts payable

(1) Borneo Oil Berhad

(“BOB”) is ultimate holding company of Borneo Eco Food Sdn.

Bhd., and held 13.4 % of the Company’s issued and outstanding

Common Stock as of June 30, 2025.

(2) SB Resorts Sdn

Bhd and Borneo Oil Corporation Sdn Bhd (“BOC”) are wholly owned subsidiaries of Borneo Oil Berhad (“BOB”) (holding

13.4 % of the Company’s issued and outstanding Common Stock as of June 30, 2025).

Jack Wong is the Chief Executive Officer of the Company effective October 1, 2022.

By Waiver and Consent of Shareholders, Mr.

Wong was re-elected Director of the Company, effective March 30, 2024.

This represents sale of the property located at 1138

Wildhorse Parkway Drive, Chesterfield, Missouri 63005 owned by VRI, for a current market value of $ 857,500 .

A gain on disposal of $ 161,156

was recognized as a result of this transaction.

(4) Warisan Khidmat

is a company whose shareholdings is entirely held by a Director of Verde Malaysia.

(5) On August 16, 2024,

BOC and the Company entered into an arrangement to settle the debt of $ 675,888 owing to BOC by way of the issuance of 9,655,542 shares

of the Company’s Common Stock.

The settlement was deemed to be a capital transaction which represented a distribution to an equity

holder and therefore was not charged in earnings.

Refer Note 13 for further details regarding this transaction.

from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other

significant or material related party transactions during the years presented.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

19 - CONCENTRATIONS OF RISKS

Company is subject to concentrations of credit risk primarily from customers and vendors.

Financial instruments that potentially subject

the Company to concentration of credit risk consist principally of cash and accounts receivable.

The Company performs ongoing credit

evaluations of its customers and generally does not require collateral.

the years ended June 30, 2025 and 2024, the Company had one and two customers, respectively, whose revenue accounted for more than

10% of total revenue.

SCHEDULE OF CONCENTRATION RISK

June 30, 2025

June 30, 2024

Receivable Concentration

receivable concentrations from customers representing more than 10% of total accounts receivable were as follows:

Account Receivable

As of June 30,

* impaired and represents

a related party.

Company relies on a limited number of vendors for certain materials and services used in its operations.

the years ended June 30, 2025 and 2024 the Company had one and two vendors respectively, whose purchases accounted for more than 10%

of total direct costs included in cost of revenue.

SCHEDULE OF REVENUE OF PRODUCTION AND DISTRIBUTION OF VENDORS

June 30, 2025

June 30, 2024

Payable Concentration

payable concentrations from vendors representing more than 10% of total accounts payable were as follows:

Account Payable

As of June 30,

Account payable

by Geographic Location

revenues below are based on the countries in which the Company’s customers are located.

Summarized financial information concerning

the geographic locations are shown in the following table:

SCHEDULE OF REVENUE FROM EXTERNAL CUSTOMERS BY GEOGRAPHIC AREAS

Years ended June 30,

United States of America

and political risk

Company’s primary operations are conducted in the U.S.

and Malaysia.

Accordingly, the political, economic, and legal environments

in these jurisdictions, as well as broader macroeconomic conditions may influence the Company’s business, financial condition,

and results of operations.

the escalation tensions in the Middle East, including the continuing Russian – Ukraine conflict may impact the global economic

situation, which indirectly may impact the Company’s operations.

Company cannot guarantee that the current exchange rate will remain steady;

therefore, there is a possibility that the Company could

post the same amount of losses for two comparable periods and because of the fluctuating exchange rate actually post higher or lower

profit depending on exchange rate of MYR converted to USD on that date.

The exchange rate could fluctuate depending on changes in political

and economic environments without notice.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

20 - PENSION COSTS

Company is required to make contribution to their employees under a government-mandated defined contribution pension scheme for its eligible

full-times employees in Malaysia.

The Company is required to contribute a specified percentage of the participants’ relevant income

based on their ages and wages level.

During the years ended June 30, 2025, and 2024, $ 5,275 and $ 10,064 contributions were made accordingly.

21 – SHARES ISSUED TO NONEMPLOYEES AND EMPLOYEES

Company enters into consulting, employment, and advisory agreements pursuant to which compensation may be paid, in whole or in part,

through the issuance of shares of the Company’s Common Stock.

awards issued under these arrangements are generally structured as separate equity awards with distinct grant dates corresponding to

final board approval.

Shares are issued as fully vested and nonforfeitable upon grant;

however, such awards are often granted in

advance of the performance of the related services.

For certain arrangements, shares are awarded based on tranches covering

varying service periods within the entire service agreement.

Each tranche represents a separate share-based award with a distinct

These 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.

If the related services are not completed, the Company evaluates the remaining unamortized prepaid share-based compensation

and will reverse amounts associated with unperformed services.

In such circumstances, the Company shall seek to negotiate the voluntary

cancellation of shares previously issued;

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

and Advisory Agreements

Pei See Agreement

December 15, 2022, the Company entered into a Services Agreement with Looi Pei See (the “Looi Pei See Agreement”) to support

the development of retail markets in Malaysia and Singapore.

the Looi Pei See Agreement, the Company issued 1,140,000 shares of the Company’s Common Stock on December 31, 2022.

had a grant date fair value of $ 228,000 , based on a closing stock price of $ 0.20 per share on December 31, 2022 (date of final board

approval and grant date).

shares were issued in advance of the service period from December 15, 2022 through December 14, 2025.

Accordingly, the Company recognizes

the related compensation expense over the three-year service period.

the year ended June 30, 2025, the Company recognized $ 74,082 of consulting expense related to this agreement, which is included in selling,

general and administrative expenses.

October 23, 2023, the Company, through VRI, entered into a Services Agreement (the “Fosnacht Agreement”) with Donald R.

to engage him as National Certification and Extensive BCR (Biochar Carbon Removal) Implementation Specialist to develop and implement

a comprehensive strategy to obtain national and regional certification and endorsement for carbon net-negative construction products

with high biochar content, encompassing asphalt, concrete, and soil stabilization as designated in the Agreement.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

the Fosnacht Agreement, the Company issued 1,000,000 shares of the Company’s Common Stock, on January 31, 2024.

The shares had

a grant-date fair value of $ 134,000 , based on a closing stock price of $ 0.134 per share on January 31, 2024 (date of final board approval

and grant date).

The term of the Fosnacht Agreement expired on December 31, 2025.

shares were issued in advance of the service period through December 31, 2025, and compensation expense is recognized over the service

the year ended June 30, 2025, the Company recognized $ 61,061 of consulting expense related to this agreement.

Implementation Expert Agreements

April 20, 2024 and as amended on June 29, 2024, the Company entered into two Services Agreements (the “NIE Agreements”) with

Nam Tran and Dr.

Raymond Powell to serve as National Implementation Experts for VRI, to initiate connections with esteemed asphalt

contractors, identify potential partners, explore potential collaborations through their extensive networks in the asphalt industry and

recommend strategies to capitalize on emerging opportunities as designated in the NIE Agreements.

the NIE Agreements, each consultant is entitled to receive 3,000,000 shares of Common Stock, to be granted in three separate tranches

of 1,000,000 shares each corresponding to successive twelve-month service periods beginning May 1, 2024.

The term of the NIE Agreements

will remain effective until April 30, 2027, and both parties may renew their respective agreement, or enter into a new agreement as may

be mutually agreed on terms to be separately negotiated.

first tranche of 1,000,000 shares for each consultant was approved and issued on July 31, 2024 and had a grant-date fair value of $ 360,000

per consultant based on a stock price of $ 0.36 per share on July 31, 2024 (date of final board approval and grant date).

the second tranche of 1,000,000 shares to Dr.

Raymond Powell were only approved and issued on July 1, 2025 (date of final board approval

and grant date), the compensation expense for the service period for the two months ended June 30, 2025 was accrued for based on management’s

best estimate of the fair value of the stock determined as the stock price as of grant date of $ 0.095 per share, for a total fair value

of $ 95,000 .

the second tranche for Dr Nam Tran remained to be issued as of June 30, 2025, the accrual for the service period of two months ended

June 30, 2025 was based on management’s best estimate of the fair value of 1,000,000 shares as of June 30, 2025, being $ 100,000 ,

valued at $ 0.10 per share.

the year ended June 30, 2025, the Company recognized $ 632,261 of consulting expenses related to the NIE Agreements, which includes accruals

based on best estimate for two months ended June 30, 2025 for the second tranche of 1,000,000 shares each, and is recorded to selling,

general and administrative expenses.

June 1, 2024 and as amended June 29, 2024, the Company entered into a multi-year Services Agreement with Dale Ludwig (the “Ludwig

Agreement”) to serve as a Strategic Advisor to maintain and build strong relationships with policymakers at both state and federal

levels, collaborate with Missouri Department of Transportation, build relationships with MAPA members, collaborate with Missouri contractors

to encourage the use of the Company’s technologies, identify current biochar producers in Missouri and engage with the Missouri

Department of Economic Development.

agreement provides for the issuance of 2,000,000 shares of Common Stock in three tranches ( 700,000 , 700,000 , and 600,000 shares), each

representing separate awards corresponding to successive service periods, which begins 11 months from June 1, 2024 and 12 months from

May 1, 2025, and May 1, 2026, respectively.

first tranche of 700,000 shares was approved and issued on August 8, 2024 and had a grant-date fair value of $ 210,000 , based on a stock

price of $ 0.30 per share on August 8, 2024 (date of final board approval and grant date).

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

the second tranche for Dale Ludwig remained to be issued as of June 30, 2025, the accrual for the service period of two months ended

June 30, 2025 was based on management’s best estimate of the fair value of 700,000 shares as of June 30, 2025, being $ 70,000 , valued

at $ 0.10 per share.

the year ended June 30, 2025, the Company recognized $ 202,836 of consulting expense related to the Ludwig Agreement, which includes accruals

based on best estimate for two months, and is recorded to selling, general and administrative expenses.

Capital Markets Advisory Agreement

November 29, 2024, the Company, through VRI entered into a Consulting Services Agreement (the “AUM Agreement”) to engage

AUM Media Inc (“AUM”), a Delaware corporation, to provide capital markets advisory, investor relations, and media relations

services in connection with the Company’s planned equity financing and anticipated Nasdaq uplisting.

AUM Agreement provides for:

monthly cash fee of $ 6,000 , and

issuance of 9,313,100 shares ( 0.75 % of the Company’s outstanding shares as of November 29, 2024)

shares are issuable in two tranches:

shares upon execution of the agreement

shares upon Nasdaq listing

January 2, 2025, the Company issued the first tranche of 4,656,550 shares to Aegis Ventures Limited, as designated by AUM.

The 4,656,550

shares had a grant-date fair value of $ 745,048 ,

based on a grant date of November 29, 2024 and closing stock price of $ 0.16

The shares were issued in advance of the service period from January 1, 2025 through December 31, 2025, and compensation

expense is recognized over the service period.

the year ended June 30, 2025, the Company recognized $ 369,462 of consulting expense related to the AUM Agreement and is recorded to selling,

general and administrative expenses.

and Director Share Compensation

Bava – Chief Operating Officer

October 1, 2023, the Company entered into an employment Agreement with Eric Bava, (the “Bava Employment Agreement”, as amended)

with the Company’s Chief Operating Officer.

The Company agreed to issue 670,000 of the Company’s Common Stock annually to

Eric Bava, upon completion of each full year of service under the Bava Employment Agreement, as amended.

The term of the Bava Employment

Agreement will remain effective until September 30, 2027.

August 30, 2024, the Company approved and issued 670,000 shares with a grant-date fair value of $ 181,235 , based on a closing stock price

of $ 0.2705 per share on August 30, 2024 (date of final board approval and grant date).

These shares were related to service period from

October 1, 2023 through September 30, 2024, and the related expense was accrued based on best estimate as of June 2024.

The related expense

for the year ended June 30, 2025 amounted to $ 45,556 .

to the addendum dated August 29, 2025, the grant-date fair value of the share-based compensation for the second year of service was established

at $ 60,000 .

Prior to the establishment of the grant date, compensation expense was accrued based on management’s estimate of fair

value in accordance with ASC 718-10-30-6.

Accordingly, $ 44,877 was recognized over the requisite service period from October 1, 2024

through June 30, 2025.

the year ended June 30, 2025, the Company recognized $ 90,433

of compensation expense.

The expense is recorded to selling, general and administrative expenses.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

Concannon – Chief Growth Officer

July 31, 2024, VRI entered into Service Agreement with Jeremy P.

Concannon, the Company’s Chief Growth Officer of the Company,

effective from August 1, 2024 (the “Concannon Services Agreement”).

to the Concannon Services Agreement, as amended on September 27, 2024, the Company agreed to issue a total of 4,050,000 shares of the

Company’s Common Stock to Jeremy P.

Concannon over three tranches of 1,350,000 shares, with each tranche of shares to be issued

as compensation for each service period beginning 12 months from August 1, 2024, and 2025, and for 14 months from August 1, 2026, to

September 30, 2027, respectively.

The term of the Concannon Service Agreement will remain effective until September 30, 2027, and both

parties may renew the agreement, or enter into a new agreement as may be mutually agreed on terms to be separately negotiated.

first tranche of 1,350,000 shares was approved and issued on August 30, 2024, with a grant-date fair value of $ 365,175 , based on a closing

stock price of $ 0.2705 per share on August 30, 2024 (date of final board approval and grant date.

the year ended June 30, 2025, the Company recognized $ 334,160 of compensation expense related to the Concannon Agreement, which is recorded

to selling, general and administrative expenses.

The second tranche of 1,350,000 shares of Common Stock due to be issued to Mr.

on August 31, 2025, has not been issued as of the date of these financial statements.

Bruehl – Chief of Staff

Company agreed to issue 50,000 shares of Common Stock to Hannah Bruehl, Chief of Staff of the Company for service period from September

3, 2024 to September 2, 2025, as part of the compensation package in the Employment Agreement signed on September 3, 2024.

shares were approved and issued on January 3, 2025, and had a grant-date fair value of $ 9,280 , based on a closing stock price of $ 0.1856

per share on January 3, 2025 (date of final board approval and grant date).

the year ended June 30, 2025, the Company recognized $ 7,653 of compensation expense related to this award, which is recorded to selling,

general and administrative expenses.

Strahl – Director

June 1, 2025, the Company approved and issued 350,000 shares of Common Stock to Karl Strahl under a director appointment agreement, dated

May 1, 2025, covering the service period May 1, 2025 through April 30, 2026.

shares had a grant-date fair value of $ 33,110 , based on a stock price of $ 0.0946 per share on January 3, 2025 (date of final board approval

and grant date).

the year ended June 30, 2025, the Company recognized $ 5,534 director compensation expense related to this award, which is recorded as

selling, general and administrative expenses.

Joint Development and License Agreement

October 18, 2024, the Company entered into a binding Term Sheet with C-Twelve, pursuant to which C-Twelve agreed to grant the Company:

(i) an exclusive license to utilize its proprietary binder and biochar asphalt mixed designs for the production and commercialization

of asphalt surfacing-related products within the United States;

and (ii) a first right of refusal to extend the exclusive licensing of

the Licensed Technology to other countries and territories, subject to terms and conditions to be mutually agreed.

Term Sheet, originally set to expire on February 28, 2025, was subsequently extended to May 31, 2025.

On May 19, 2025, the Company and

C-Twelve entered into the definitive Joint Development Agreement, which formalized the licensing and collaboration terms contemplated

by the Term Sheet.

consideration for the rights granted under the C-Twelve Agreement, the Company agreed to issue 1,500,000 shares of the Company’s

Common Stock to C-Twelve within thirty (30) business days following the Effective Date.

On June 1, 2025, the Company approved and issued

1,500,000 shares to Sundeo Pty Ltd, an affiliate designated by C-Twelve.

shares had a grant-date fair value of $ 141,900 , calculated based on the Company’s closing stock price of $ 0.0946 per share on June

1, 2025, which represents the date of final board approval and grant date.

Company determined that the share issuance represents compensation for services and other performance obligations associated with the

arrangement including licensing, development, and collaboration activities.

Accordingly, the fair value of the shares is recognized as

expense over the service period of May 19, 2025 through May 18, 2035, in accordance with ASC 718.

the year ended June 30, 2025, the Company recognized $ 1,671 of licensing expense related to this agreement, which recorded in selling,

general and administrative expenses.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

Stock-Based Compensation

shares are generally issued as fully vested upon grant, certain awards are granted in advance of the performance of services.

the Company has unrecognized stock-based compensation cost related to services to be rendered in future periods.

of June 30, 2025 and 2024:

$ 581,338 and $ 200,666 , respectively, to be recognized over a weighted-average period of 3.79 and 1.48 , respectively.

and director awards:

$ 60,219 and $ 0 , respectively, to be recognized over a weighted-average period of 0.60 and 0 , respectively.

was no income tax benefit recognized in connection with stock-based compensation expenses.

22 - COMMITMENTS AND CONTINGENCIES

commitments with regards to repayment of lease liabilities are disclosed in Notes 14.

from the above, as of June 30, 2025, the Company had the following commitments:

commitment to issue shares of Common Stock to the following service providers on or before October 31, 2025 and 2026, subject to final

board approval for the second and third tranches respectively as below, for services to be performed pursuant to the Service Agreements

signed with nonemployees as disclosed in Note 15 and Note 21:

SCHEDULE OF CAPITAL COMMITMENT

Financial year ended June 30, 2026

Raymond Powell #

Financial year ended June 30, 2027:

Raymond Powell

# issued on July

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

commitment to cancel 375,000 shares of Common Stock pursuant to the Service Agreement signed and Service and Stock Cancellation Agreement

as disclosed in Note 15.

quarterly committed payments, to be paid in advance of $ 62,500 for period from July 2025 to September 2026 to support a 3-year Performance

Testing Project titled “Structural Capacity of Sustainable Pavement” pursuant to an agreement entered with The National Center

for Asphalt Technology at Auburn University (“NCAT”) on June 27, 2024.

commitment to issue 4,656,550 shares of Common Stock to Aegis Ventures Limited pursuant to the terms of the consulting services agreement

that the Company through its wholly-owned subsidiary Verde Renewables, Inc.

entered into with AUM on November 29, 2024, within three

days following the Company’s listing on the Nasdaq.

commitment to issue shares of Common Stock, comprising of 7,744,445 shares of Common Stock, comprising 4,444,445 shares of Common Stock

for $ 400,000 at $ 0.09 per share to one non-U.S.

shareholder and 3,300,000 shares of Common Stock for $ 264,000 at $ 0.08 per share to one

shareholder and seven U.S.

shareholders and the committed common shares was subsequently issued on July 1, 2025.

Commitment to pay C-Twelve the remaining 50% of the sign-on fee or $ 150,000 on or before September 30, 2025 pursuant to the terms of

the C-Twelve Agreement that the Company through its wholly-owned subsidiary Verde Renewables, Inc.

entered into with C-Twelve on May

Pursuant to the terms of the C-Twelve Agreement, the Company will also allocate to C-Twelve a royalty equal to three percent

(3%) of all future carbon removal credits generated through the use of Verde-C12 IPs, provide a loan to C-Twelve in an amount not less

than USD $ 2,000,000 (the Loan), with interest accruing at the lowest applicable federal rate and pay the Loan to C-Twelve within 30 days

following the Company’s successful uplisting from OTC to a National Exchange.

of June 30, 2025, the Company has no material contingencies.

23 - SUBSEQUENT EVENTS

July 1, 2025, the Company issued a total of 7,744,445 shares of Common Stock, comprising 4,444,445 shares of Common Stock for $ 400,000

at $ 0.09 per share to one non-U.S.

shareholder and 3,300,000 shares of Common Stock for $ 264,000 at $ 0.08 per share to one non-U.S.

and seven U.S.

shareholders.

July 1, 2025, the Company issued the second tranche of 1,000,000 of the Company’s shares of Common Stock to Dr.

Raymond Powell

as part of the compensation package in the NIE agreement.

July 28, 2025, the Company issued a total of 187,500 shares of Common Stock for $ 15,000 at $ 0.08 per share to one U.S.

September 12, 2025, the Company issued a total of 5,412,500 shares of Common Stock for $ 433,000 at a price of $ 0.08 per share to three

shareholders.

July 3, 2025, by resolution of the Board, Dr.

Raymond Powell was appointed as a member of the board of directors of the Company.

July 2025, Verde Resources Inc.

received encouraging preliminary performance results from the National Center for Asphalt Technology

(NCAT) regarding its Cold-Mix Biochar-Asphalt test section at NCAT’s Test Track—installed in December 2024.

After approximately

50,000 equivalent single axle loads (ESALs) of heavy truck traffic, the asphalt surface remained flexible and demonstrated consistent

durability, particularly under low-volume roadway conditions, as confirmed by NCAT’s Assistant Director for Test Track Research,

Nathan Moore.

This demonstration marks the world’s first deployment of a carbon-sequestering asphalt material engineered to

maintain competitive strength and flexibility for road applications.

Verde announced this milestone in a press release on July 28, 2025.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

September 2025, NCAT’s latest evaluation of Verde’s cold recycling mix using 100% RAP further validated the testing results

of our proprietary formulation.

Laboratory testing conducted in accordance with ASTM D6927 (Marshall Stability and Flow), ASTM D6931

(Indirect Tensile Strength), and AASHTO T283 (Moisture Susceptibility) demonstrated that Verde’s cold-recycled mix not only meets

but exceeds industry specifications for cold-recycled asphalt.

Results showed superior cohesion, high TSR, and retained stability compared

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

to C-Twelve Agreement

October 8, 2025, the Company entered into an addendum to the Joint Development Agreement (the “C-Twelve Addendum”) with C-Twelve

pursuant to which (i) C-Twelve approved the Company’s entry into the License Agreement with Ergon, (ii) the exclusive territory

granted to Verde under the Joint Development Agreement is expanded to comprise the United States of America (including all states, territories,

and regions thereof), Canada and Mexico, (iii) the Company agreed to pay an additional $1 million in exclusive licensing fees for the

expanded territories of Canada and Mexico, which shall be paid concurrently with the $2 million loan previously agreed upon under the

Joint Development Agreement (the “C-Twelve Loan”) and (iv) the Company agreed to a potential conditional fee payment to C-Twelve

in 2027 based on agreed to minimum amounts of liters of Verde 24 which the Company may purchase from C-Twelve.

The Company is required

to fund the C-Twelve Loan and the additional $1 million fee to C-Twelve (the proceeds of which are expected to be used by C-Twelve in

part to enhance its Verde 24 manufacturing capability) within thirty (30) days of closing of a transaction in which our Common Stock

becomes listed on a U.S.

national exchange, provided that if such funding is not achieved by July 31, 2026, C-Twelve shall have the right,

on ten (10) business days’ notice, to hold us in breach of the Joint Development Agreement.

October 10, 2025, Verde Renewables entered into a license agreement with Ergon, pursuant to which the Company has 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 the Company’s proprietary cold mix biochar asphalt emulsifying agent, Verde V24, in the United States

(including its territories), Canada and Mexico, in exchange for Ergon agreeing to purchase Verde V24 from the Company 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.

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

The Company has also agreed with Ergon that if minimum purchase amounts are agreed to for any given calendar year, the Company and Ergon

will agree in good faith to new minimum purchase amounts for each subsequent year, subject to consideration of customary factors.

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

of the final carbon sequestering BioAsphalt™ surface material, so long as:

the carbon removal credits are generated from bulk mixing or packaged mixed product, and

the mixing of the final BioAsphalt™ surface material includes biochar purchased from the Company.

Ergon License additionally grants Ergon the right to use the Company’s 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.

into Non-binding Term Sheet for an Equity Financing

October 10, 2025, the Company entered into a non-binding term sheet with Ergon for a $ 2 million investment by Ergon in the Company.

accordance with ASC Topic 855, “ Subsequent Events ”, which establishes general standards of accounting for and disclosure

of events that occur after the balance sheet date but before consolidated financial statements are issued, the Company has evaluated

all events or transactions that occurred after June 30, 2025, up through the date the Company issued the audited consolidated financial

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

24 – REVISIONS OF PRIOR-YEAR COMPARATIVE AMOUNTS

the preparation of the consolidated financial statements for the year ended June 30, 2025, management identified errors in the classification

of certain share-based compensation arrangements and equity balances in the previously issued consolidated financial statements for the

year ended June 30, 2024.

As a result, the Company has revised certain prior-year comparative amounts to correct these errors.

Company evaluated these adjustments in accordance with ASC 250-10-45-22 through 45-26 and concluded that the revision was required to

correct errors in the application of ASC 718, specifically related to the classification of certain equity-related balances.

determined that certain share-based compensation arrangements for which the service inception period had commenced, but the grant-date

criteria under ASC 718 had not yet been established, were previously presented within stockholders’ equity.

Under ASC 718, when the grant

date has not occurred but services have begun, the related cost attribution should be recognized as a liability until the grant-date

criteria are satisfied.

Accordingly, the Company has revised the comparative balance sheet as of June 30, 2024 to reclassify the related

accrued share-based compensation amounts from stockholders’ equity to current liabilities.

In addition, the Company adjusted the

presentation of certain equity-related accounts to reflect their appropriate classification in accordance with U.S.

Company further evaluated whether the identified errors were material to the previously issued financial statements in accordance with

ASC 250 and Staff Accounting Bulletin No.

Based on this evaluation, the Company determined that the errors were not material, either

individually or in the aggregate, to the prior period financial statements and did not materially impact trends in results of operations,

compliance with regulatory requirements, or key financial metrics.

Accordingly, the Company concluded that a revision of prior period

financial statements (commonly referred to as a “little r” revision) was appropriate and has revised the prior period financial

statements in the current filing to correct these errors and enhance transparency.

and Share-Based Compensation Presentation

Certain balances previously presented as Common Stock to be issued were combined with Common Stock issued in the consolidated statements

of changes in stockholders’ equity to reflect issued share capital on a consistent basis.

Balances previously presented as Common Stock to be cancelled and Common Stock subject to forfeiture were reclassified within APIC to

appropriately reflect their nature as equity adjustments, for issued fully vested and non-forfeitable stocks issued, which were mutually

agreed to be cancelled as of the year end.

Share-based compensation arrangements for which the service inception period had commenced but the grant-date criteria under ASC 718

had not yet been met were previously presented within stockholders’ equity.

Management determined that the related cost attribution

should be presented as a current liability until the grant-date criteria are satisfied.

Accordingly, these balances have been reclassified

from stockholders’ equity to current liabilities in the consolidated balance sheet as of June 30, 2024.

revisions described above had no impact on previously reported net loss, earnings per share, total assets, or total cash flows.

it resulted in changes to the classification and presentation of certain line items within the consolidated balance sheet and consolidated

statements of changes in stockholders’ equity.

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

of Restated Comparative Amounts (June 30, 2024)

SCHEDULE OF CONSOLIDATED STATEMENTS OF BALANCE SHEET

Consolidated balance sheet line item

As previously

Accrued share-based compensation for nonemployee

Accrued share-based compensation for employee

Accrued share-based compensation

Total current liabilities

Total liabilities

Common stock to be issued

Common stock to be cancelled

Additional paid-in capital

$ ( 274,346 )

Audit fees consist of fees incurred for professional services rendered for the audit of our financial statements, for reviews of our interim financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.

Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our financial statements, but are not reported under “Audit fees.”

Tax fees consist of fees billed for professional services relating to tax compliance only.

All other fees consist of fees billed for all other services.

Our board of directors pre-approves all services provided by our independent auditors.

All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

Exhibits, Financial Statement Schedules

In reviewing the agreements included as exhibits to this Form 10-K, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements.

The agreements may contain representations and warranties by each of the parties to the applicable agreement.

These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors;

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

Additional information about the Company may be found elsewhere in this Form 10-K and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

The following exhibits are included as part of this report:

Reference No.

Articles of Incorporation of Registrant (1)

By-Laws of Registrant (2)

Code of Ethics (3)

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer

Rule 1350 Certification of Chief Executive Officer

Rule 1350 Certification of Chief Financial Officer

XBRL Instance

XBRL Taxonomy Extension Schema

XBRL Taxonomy Extension Calculations

XBRL Taxonomy Extension Definitions

XBRL Taxonomy Extension Labels

XBRL Taxonomy Extension Presentation

$ ( 274,870 )

Filed with the Securities and Exchange Commission on December 2, 2010 as an exhibit, numbered as indicated above, to the Registrant’s registration statement on Form S-1 (file no.

333-17093 5), which exhibit is incorporated herein by reference.

Filed with the Securities and Exchange Commission on July 19, 2011 as an exhibit, numbered as indicated above, to the Registrant’s Form 8-K (file no.

333-170935), which exhibit is incorporated herein by reference.

Filed with the Securities and Exchange Commission on September 28, 2011 as an exhibit, numbered as indicated above, to the Registrant’s Form 10-K (file no.

333-170935), which exhibit is incorporated herein by reference.

XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Filed herewith.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

VERDE RESOURCES, INC.

February 15, 2024

/s/ Jack Wong

Chief Executive Officer and Director

(Principal Executive Officer)

February 15, 2024

/s/ Balakrishnan B S Muthu

Balakrishnan B S Muthu

Chief Financial Officer and Director

(Principal Executive Officer)

February 15, 2024

/s/ Chen Ching

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

February 15, 2024

/s/ Jack Wong

Chief Executive Officer and Director

(Principal Executive Officer)

February 15, 2024

/s/ Balakrishnan B S Muthu

Balakrishnan B S Muthu

Chief Financial Officer, Treasurer,

General Manager and Director

(Principal Financial Officer)

Total equity and liabilities

statements of changes in stockholders’ equity line item

SCHEDULE OF CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

Common stock to be

Shares issued for private placement

- As previously reported

Shares issued for private placement

Shares to be issued for private placement

- As previously reported

( 21,988,335 )

$ ( 2,145,012 )

$ ( 2,167,000 )

Shares to be issued for private placement

Common stock subject to forfeiture

- As previously reported

$ ( 175,105 )

$ ( 176,280 )

Common stock subject to forfeiture

Shares cancelled

- As previously reported

$ ( 175,480 )

$ ( 175,985 )

$ ( 175,480 )

$ ( 175,985 )

Shares cancelled

$ ( 175,480 )

$ ( 175,985 )

Shares to be issued to service providers

- As previously reported

$ ( 138,794 )

$ ( 139,191 )

Shares to be issued to service providers

Shares to be issued to employee

- As previously reported

$ ( 135,177 )

$ ( 135,679 )

Shares to be issued to employee

Reissued shares previously cancelled to service providers

- As previously reported

Reissued shares previously cancelled to service providers

Balance as of June 30, 2024

- As previously reported

1,222,245,276

$ ( 274,346 )

$ ( 274,870 )

1,221,346,586

RESOURCES, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED JUNE 30, 2025 AND 2024

expressed in United States Dollars (“US$”), except for number of shares)

of Restated Comparative Amounts (June 30, 2024)

revised presentation reflects the correction of classification errors described above, as well as related adjustments to improve the

consistency and comparability of the Company’s financial statement presentation between periods.

connection with the revisions, the Company made the following adjustments to the presentation of certain line items in the consolidated

financial statements as of and for the year ended June 30, 2024:

Company reclassified certain related party balances within the consolidated balance sheet to reflect their appropriate classification.

Company reclassified prepaid share-based compensation related to nonemployees to a separate financial statement line item within

assets on the consolidated balance sheet to enhance transparency and consistency of presentation.

Company reclassified certain cash flow amounts related to leases within the consolidated statements of cash flows to conform to the

current year presentation.

a result of the above adjustments, comparative amounts for the year ended June 30, 2024 have been revised to reflect the correction of

classification errors and to conform to the current year presentation.

Consolidated balance

sheet line item

As previously reported

Accounts receivables

Prepaid share-based compensation-nonemployees

$ ( 200,666 )

Total current assets

Prepaid share-based compensation-nonemployees

Total non-current assets

Accounts payable

Other payables

Amount due to related parties

Total current liabilities

Total liabilities

revisions of the consolidated statements of cash flows includes the correction of classification errors related to certain lease-related

cash flows, which were previously misclassified between operating and financing activities.

These amounts have been reclassified in accordance

with the appropriate guidance under ASC 842, Leases.

This correction did not impact the total net change in cash for the period.

SCHEDULE OF CONSOLIDATED STATEMENTS OF CASH FLOWS

Consolidated statements

of cash flows line item

As previously reported

Operating lease expense

Repayment of operating lease liabilities

Total cash flows from operating activities

$ ( 2,042,064 )

$ ( 2,087,990 )

Lease interest paid

Total cash flows from financing activities

In addition, certain narratives within the notes to

the consolidated financial statements included in this Amendment No.

1 on Form 10-K/A have been updated to enhance presentation, formatting,

consistency, and disclosure clarity, without any amendments to the contents of the notes.

These revisions did not result in any changes

to the Company’s previously reported assets, liabilities, stockholders’ equity, results of operations, net cash flows, or

net loss per share.

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 9A. Controls and Procedures