What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-10-16 compared with 2023-10-16 · 488 added, 316 removed, 742 unchanged (52% of the section changed)

9 unchanged sentences

Notes to Consolidated Financial Statements

J&S ASSOCIATE PLT

202206000037 (LLP0033395-LCA) & AF002380

(Registered with PCAOB and MIA)

B-11-14, Megan Avenue II

12,Jalan Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia

+603-4813 9469

info@jns-associate.com

jns-associate.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

3 unchanged sentences

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

and its subsidiaries (the ‘Company’) as of June 30, 2023, and the related consolidated statement of operations and comprehensive income, stockholders’ equity (deficit), and cash flows for the years ended June 30, 2023,, 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, 2023, and the results of its operations and its cash flows for the years ended June 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

and its subsidiaries (the ‘Company’) as of June 30, 2024 and 2023, and the related consolidated statement of operations and comprehensive income, stockholders’ equity (deficit), and cash flows for the years ended June 30, 2024 and 2023, 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, 2024 and 2023, and the results of its operations and its cash flows for the years ended June 30, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

45 unchanged sentences

Cash and cash equivalents

Deposit with banks

Accounts receivable

Amounts due from related party

Deposits and prepayments

Other receivables

Advance to supplier

Other receivables and deposits

Assets held for sale

Total current assets

2 unchanged sentences

Right of use assets, net

Mining rights

Intangible assets

1 unchanged sentence

Deposit paid for acquisition of subsidiaries

Deposit paid for acquisition of property, plant and equipment

Total non-current assets

2 unchanged sentences

Accounts payable

Accrued liabilities and other payables

Other payables

Deposit and accrued liabilities

Finance lease liabilities

Finance lease liabilities – assets held for sale

Operating lease liabilities

15 unchanged sentences

1,199,358,251 and 1,176,200,278 issued and outstanding as of June 30, 2024 and 2023

Common stock, $0.001 par value;

22,887,025 and 0 shares to be issued as of June 30, 2024 and 2023

Common stock, $0.001 par value;

375,000 and 0 shares to be cancelled as of June 30, 2024 and 2023

Additional paid-in capital

3 unchanged sentences

( 10,292,430 )

Non-controlling interest

Stockholders’ equity

6 unchanged sentences

Cost of revenue

Gross profit (loss)

Operating expenses:

2 unchanged sentences

( 3,216,022 )

Goodwill impairment

Other operating expenses

Total operating expenses

7 unchanged sentences

( 1,918,572 )

( 1,949,151 )

Rental income

Total other expense, net

( 1,937,047 )

LOSS BEFORE INCOME TAXES

4 unchanged sentences

( 3,998,960 )

Net loss attributable to noncontrolling interest

Net loss attributable to Verde Resources Inc., shareholders

( 3,998,960 )

( 3,947,435 )

$ ( 3,998,960 )

$ ( 3,954,414 )

Other comprehensive (loss):

Other comprehensive income (loss):

- Foreign currency adjustment income (loss)

other comprehensive loss attributable to non-controlling interest

other comprehensive (loss) income attributable to Verde Resources Inc., shareholders

COMPREHENSIVE LOSS

5 unchanged sentences

1,019,752,220

1,187,606,780

1,019,752,220

See accompanying notes to consolidated financial statements.

8 unchanged sentences

Depreciation of property, plant and equipment

Stock-based compensation

Stock-based compensation-consultants

Stock-based compensation-employee

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

Lease interest expense

Fair value adjustment on convertible promissory notes

Deposit paid for acquisition of subsidiary written off

Impairment on trade receivables

Impairment on other receivables

Impairment on advance to supplier

Impairment on assets held for sale

Write down of inventories

Inventories written off

Property, plant and equipment written off

Gain on disposal of a subsidiary

Gain on disposal of property and equipment

Lease interest expense

Change in operating assets and liabilities:

Accounts receivable

Other deposits and prepayments

Extractive activities mining

Other receivables

Other receivables and deposits

Accounts payables

10 unchanged sentences

Net inflow on acquisition of subsidiary

Deposit paid for acquisition and property, plant and equipment

Acquisition of equity interest from non-controlling interests

Purchase of property, plant and equipment

Placement of deposit with bank

( 2,000,000 )

Purchase of property, plant and equipment

Net cash used in investing activities

4 unchanged sentences

Repayment of bank loan

Advanced from other payables

Lease interest paid

Proceeds from issuance of common stock

Proceeds from issuance of common stock and common stock to be issued

Net cash provided by financing activities

Net change in cash and cash equivalent

( 1,955,190 )

Foreign currency translation adjustment

Net change in cash and cash equivalents

( 1,698,705 )

BEGINNING OF YEAR

2 unchanged sentences

Cash paid for interest

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Issuance of common stock

- Deposit paid for acquisition of property and equipment

See accompanying notes to consolidated financial statements.

3 unchanged sentences

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

Common stock to be issued

Additional paid-in capital

Accumulated other comprehensive income (loss)

Non-controlling interest

Additional paid-in

Accumulated other comprehensive

stockholders’

income (loss)

Balance as of July 1, 2022

$ ( 10,357,920 )

$ ( 441,834 )

Shares issued for acquisition

Stock based compensation

Shares to be issued for private placement

Accretion of interest

Shares issued to service provider

Stock issued for previously committed private placement

Shares issued for private placement

Shares issued arising from conversion of promissory notes

Fair value adjustment on conversion of promissory notes

Net loss for the year

2 unchanged sentences

Foreign currency translation adjustment

Cumulative translation adjustment transferred to profit/loss

Balance as of June 30, 2023

1,176,200,278

$ ( 10,292,430 )

Balance as of July 1, 2023

1,176,200,278

$ ( 10,292,430 )

Shares issued to service provider

Stock issued for previously committed private placement

Shares issued for private placement

Shares issued arising from conversion of promissory notes

Fair value adjustment on conversion of promissory notes

Shares to be issued for private placement

Common stock subject to forfeiture

Shares cancelled

Shares to be issued to service providers

Shares to be issued to employee

Share based payment

Reissued of shares previously cancelled to service providers

Net loss for the year

2 unchanged sentences

Foreign currency translation adjustment

Cumulative translation adjustment transferred to profit/loss

Balance as of June 30, 2024

9 unchanged sentences

(the “We” or “Company” or “VRDR”) was incorporated on April 22, 2010, in the State of Nevada, U.S.A..

We currently operate in the distribution of THC-free cannabinoid (CBD) products, production and distribution of renewable commodities and real property holding.

However, the Company has been undergoing a restructuring exercise to shift its focus towards renewable energy and sustainability development with the world faced with challenges of climate change and environmental dehydration.

We currently operate in the production and distribution of renewable commodities and real property holding.

The Company has undergone a restructuring exercise to shift its focus towards renewable energy and sustainability development with the world faced with challenges of climate change and environmental dehydration.

As of June 30, 2024, the Company has the following subsidiaries:-

7 unchanged sentences

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

Provision of consultation service and distribution of renewable agricultural commodities

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

Verde Renewables, Inc.

3 unchanged sentences

State of Oregon, U.S.A.

Distribution of THC-free cannabinoid (CBD) products

Distribution of THC-free cannabinoid (CBD) products [Operation terminated]

The Wision Project Sdn Bhd (“Wision”)

5 unchanged sentences

Labuan, Malaysia

Provision of proprietary pyrolysis technology and investment holding

* The acquisition of BRL was completed on October 12, 2022.

Proprietor of pyrolysis technology

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

9 unchanged sentences

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

On March 23, 2022, the Company, through Verde Malaysia, entered into a Sale of Shares Agreement (“SSA”) with The Wision Project Sdn Bhd (“Wision”), a company incorporated under the laws of Malaysia, and its sole shareholder Jack Wong, to acquire the one hundred percent ( 100 %) of the issued and paid up ordinary shares in Wision from Mr.

Under the terms of the SSA, the consideration for the acquisition shall be satisfied by the payment of MYR 1 ($ 0.23 ) upon the execution of the SSA.

Wision is a digital development, marketing and consulting firm that provides public relations, branding, profile building, influencer marketing, event management and media relations services to the Company.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2023 AND 2022

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

On March 13, 2023, the Company through its wholly-owned subsidiary Verde Resources Asia Pacific Limited (“VRAP”), a company incorporated under the laws of the British Virgin Islands, entered into a Share Sale Agreement (the “SSA Agreement”) with Jusra Mining Merapoh Sdn Bhd (“JMM”), a company incorporated under the laws of Malaysia, to sell the entire issued and paid-up share capital of Champmark Sdn Bhd (“CSB”), an indirect wholly-owned subsidiary of the Company engaged in the mining business.

3 unchanged sentences

The disposition of Champmark Sdn Bhd (“CSB”) was completed on April 20, 2023.

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 was to hold the Board position formerly held by Carl Craven.

Effective September 12, 2023, Jack Wong stepped down from his position as President of the Company, but remains as Chief Executive Office of the Company.

Effective September 12, 2023, the Board of Directors of the Company appointed Jack Wong, CEO and Director of the Company, as Chairman of the Board.

Subsequently, on January 23, 2024, Jack Wong stepped down from his position as Chairman of the Board, and Joseph Ambrose Lee was appointed Director and Chairman of the Board for a one year term.

Effective June 18, 2024, Joesph Ambrose Lee tendered his resignation as Director and Chairman of the Board.

By resolution of the Board, Balakrishnan B S Muthu, Director and Chief Financial Officer of the Company, was appointed Chairman of the Board to replace Joesph Ambrose Lee effective June 18, 2024.

Effective October 1, 2023, the Company appointed Eric Bava and Andre van Zyl as Chief Operating Officer and Chief Technology Officer respectively to drive the Company’s climate-tech innovation.

Subsequently on May 15, 2024, Andre van Zyl stepped down from his position as Chief Technology Officer of the Company.

VERDE RESOURCES, INC.

2 unchanged sentences

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

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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 unchanged sentences

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported.

Actual results may differ from these estimates.

The 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, income tax provision, deferred taxes and uncertain tax position.

The 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.

Basis of Consolidation

6 unchanged sentences

Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in consolidated financial statements.

Currently, the Company operates in four reportable operating segments.

Currently, the Company operates in three reportable operating segments.

Concentrations of Credit Risk

3 unchanged sentences

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.

Risks and Uncertainties

The Company is venturing into the production and distribution of renewable commodities that 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.

VERDE RESOURCES, INC.

5 unchanged sentences

The Company had $ 279,137 and $ 200,409 in cash and cash equivalents at June 30, 2024 and 2023.

At and June 30, 2023, and 2022, cash and cash equivalents consisted of bank deposits and petty cash on hands.

At June 30, 2024, and 2023, cash and cash equivalents consisted of bank deposits and petty cash on hands.

Deposits with bank

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

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

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.

At June 30, 2024, the interest rates and maturies of deposits with bank is 4.64 % per annum and 60 to 365 days respectively.

Accounts Receivable

Accounts receivable are recognized and carried at net realizable value.

Accounts receivables are recognized and carried at net realizable value.

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.

1 unchanged sentence

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

At June 30, 2023 and 2022, the Company has no allowance for doubtful accounts, as per management’s judgment based on their best knowledge.

As of June 30, 2024, and 2023, the longest credit term for certain customers are 60 days.

At June 30, 2024 and 2023, the allowance for doubtful accounts for accounts receivables amounted to $ 27,481 and $ 0 respectively, and for other receivables amounted to $ 29,842 and $ 0 respectively.

Expected Credit Loss

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

Measurement of Credit Losses on Financial Instruments requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets.

Using this methodology will result in earlier recognition of losses than under the previous incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred.

There are other provisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures.

The Company adopted the new standard effective July 1, 2023, the first day of the Company’s fiscal year and applied to accounts receivable and other financial instruments.

The adoption of this guidance did not materially impact the net earning and financial position and has no impact on the cash flows.

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

Costs include material, labor and overhead costs.

Cost of 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.

As of June 30, 2023, and 2022, the Company did not record an allowance for obsolete inventories, nor have there been any write-offs.

As of June 30, 2024, and 2023, the write down of inventories amounted to $ 15,587 and $ 0 respectively, and inventories written off amounted to $ 5,978 and $ 0 respectively.

Property, Plant and Equipment

12 unchanged sentences

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.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

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

Depreciation expense for the years ended June 30, 2024 and 2023 totaled $ 417,517 and $ 254,852 , respectively.

Plant and machinery written off for the years ended June 30, 2024 and 2023 amounted to$ 3,979 and $ 0 respectively.

Intangible assets

Intangible assets acquired from third parties are measured initially at fair value with an infinite live that are not being amortized.

Intangible assets acquired from third parties are measured initially at fair value and those with an infinite live are not amortized.

The Company annually evaluates the recoverability of the infinite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable.

1 unchanged sentence

If such a review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value.

As of June 30, 2024, and 2023, the Company did not record an impairment on the intangible assets.

Assets held for sale

The 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 depreciated.

The impairment loss on assets held for sale for the years ended June 30, 2024 and 2023 was $ 134,042 and $ 0 respectively.

Impairment of Long-lived Assets

2 unchanged sentences

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.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2023 AND 2022

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

There has been no impairment charge for the years ended June 30, 2024 and 2023.

Advance to Supplier

Advance 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.

As of June 30, 2024, and 2023, the Company recorded a write-off of $ 177,200 and $ 0 respectively.

Revenue Recognition

9 unchanged sentences

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.

Product sales

Revenues from product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, typically upon delivery to the customer.

The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial.

Revenues from product sales are recorded net of reserves established for applicable discounts and allowances that are offered within contracts with the Company’s customers.

Product revenue reserves, which are classified as a reduction in product revenues, are generally characterized in the following categories:

discounts, returns and rebates.

These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable as the amount is payable to the Company’s customer.

The 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.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

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

The 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.

The Company derives its revenue from the sale of products and services in its role as a principal.

Rental income

Rental income is recognized on a straight line basis over the term of the respective lease agreement.

Cost of revenue

Cost of revenue consists primarily of the cost of goods sold, which are directly attributable to the sales of products.

The Company determines if an arrangement is a lease or contains a lease at inception.

9 unchanged sentences

The Company recognized no impairment of ROU assets as of June 30, 2024, and 2023.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2023 AND 2022

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

The 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, 2024 and 2023.

15 unchanged sentences

Foreign Currencies Translation

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

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

The Company’s reporting currency is the United States dollar (“US$”) and the accompanying consolidated financial statements have been expressed in United States dollars.

17 unchanged sentences

This comprehensive income is not included in the computation of income tax expense or benefit.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2023 AND 2022

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

Non-controlling Interest

The Company accounts for noncontrolling interest in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling interests as a separate component of total shareholders’ equity on the consolidated balance sheets and the consolidated net loss attributable to the noncontrolling interest be clearly identified and presented on the face of the consolidated statements of operations and comprehensive loss.

Net Loss per Share

3 unchanged sentences

Stock Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718-10, Compensation-Stock Compensation , which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options, restricted stock units, and stock appreciation rights are based on estimated fair values.

The Company accounts for stock-based compensation in accordance with ASC Topic 718-10, 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 non employees and employees based on fair values of the shares to be issued estimated at grant date.

Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period.

The Company accounts for non-employee stock-based awards at fair value in accordance with the measurement and recognition criteria of ASC Topic 505-50, “Equity-Based Payments to Non-Employees”.

Fair value is determined based on the estimated market prices of the Company’s common stock at the respective issuance date in accordance with ASC 718, taking into consideration the volatility of the market price of the shares, the terms of the instruments and the conditions upon which they were granted.

During the financial year ended June 30, 2024 and 2023, $ 252,369 and $ 519,671 respectively, were recorded as share based compensation for non employees.

During the financial year ended June 30, 2024 and 2023, $ 135,679 and $ 0 respectively, were recorded as share based compensation for an employee.

Retirement Plan Costs

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.

Mineral Acquisition and Exploration Costs

Mineral property acquisition and exploration costs are expensed as incurred.

When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized.

Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves.

Environmental Expenditures

The operations of the Company have been, and may in the future, be affected from time to time in varying degree by changes in environmental regulations, including those for future reclamation and site restoration costs.

Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable.

The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.

Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits.

All of these types of expenditures incurred since inception have been charged against earnings due to the uncertainty of their future recoverability.

Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.

Related Parties

47 unchanged sentences

During the year ended June 30, 2024, 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.

In June 2016, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance ASU 2016-13 for recognition of credit losses on financial instruments, which is effective January 1, 2020, with early adoption permitted on January 1, 2019.

The guidance introduces a new credit reserving model known as the Current Expected Credit Loss (“CECL”) model, which is based on expected losses, and differs significantly from the incurred loss approach used today.

The CECL model requires measurement of expected credit losses not only based on historical experience and current conditions, but also by including reasonable and supportable forecasts incorporating forward-looking information and will likely result in earlier recognition of credit reserves.

In November 2019, the FASB issued ASU No.

2019-10, which is to update the effective date of ASU No.

2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses standard.

The new effective date for these preparers is for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

The Company has adopted this update on July 1, 2023, and the adoption does not have material impact on Company’s consolidated financial statements and related disclosures.

CECL adoption will have broad impact on the financial statements of financial services firms, which will affect key profitability and solvency measures.

Some of the more notable expected changes include:

Higher allowance on financial guarantee reserve and finance lease receivable levels and related deferred tax assets.

While different asset types will be impacted differently, the expectation is that reserve levels will generally increase across the board for all financial firms.

Increased reserve levels may lead to a reduction in capital levels.

As a result of higher reserving levels, the expectation is that CECL will reduce cyclicality in financial firms’ results, as higher reserving in “good times” will mean that less dramatic reserve increases will be loan related income (which will continue to be recognized on a periodic basis based on the effective interest method) and the related credit losses (which will be recognized upfront at origination).

This will make periods of loan expansion seem less profitable due to the immediate recognition of expected credit losses.

Periods of stable or declining loan levels will look comparatively profitable as the income trickles in for loans, where losses had been previously recognized.

In March 2023, the FASB issued new accounting guidance, ASU 2023-01, for leasehold improvements associated with common control leases, which is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

Early adoption is permitted for both interim and annual financial statements that have not yet been made available for issuance.

The new guidance introduced two issues:

terms and conditions to be considered with leases between related parties under common control and accounting for leasehold improvements.

The goals for the new issues are to reduce the cost associated with implementing and applying Topic 842 and to promote diversity in practice by entities within the scope when applying lease accounting requirements.

In 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.

2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024;

this ASU allows for early adoption.

In 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 effective tax rate reconciliation as well as information on income taxes paid.

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 has reviewed all recently issued, but not yet effective, accounting pronouncements and believe 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.

NOTE 3 - GOING CONCERN UNCERTAINTIES

1 unchanged sentence

The Company has generated recurring losses and suffered from an accumulated deficit of $ 13,480,204 as of June 30, 2024.

The continuation of the Company as a going concern in the next twelve months is dependent upon the Company’s success in pursuing additional financing for its operations.

However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

The ability of the Company to survive is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.

In response to these problems, management intends to raise additional funds through public or private placement offerings, and related party loans.

No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company.

Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

The Company’s ability to continue as a going concern over the next twelve months depends on the successful validation and certification of its Net Zero road construction blueprint by the National Center for Asphalt Technology (NCAT) and its adherence to established carbon removal and avoidance methodologies.

Achieving these milestones will enable the Company to generate revenue through the commercial licensing of the blueprint, royalties from biochar-asphalt mix designs, carbon credits, and sales of biochar and bio-fuel.

On August 8th, CRH, the largest building materials company in North America and Europe, listed on both the NYSE and the London Stock Exchange, announced through its investment arm, CRH Ventures, that it has selected the Company to scale up its biochar-asphalt technology for commercialization.

There can be no assurance that the Company will be successful in its plans described above.

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern.

These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

NOTE 4 - BUSINESS SEGMENT INFORMATION

Currently, the Company has four reportable business segments:

Distribution of THC-free cannabinoid (CBD) products;

Production and distribution of renewable commodities;

Holding of real property;

Licensor of proprietary pyrolysis technology.

VERDE RESOURCES, INC.

2 unchanged sentences

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

NOTE 4 - BUSINESS SEGMENT INFORMATION

Currently, the Company has three reportable business segments:

Production and distribution of renewable commodities;

Holding of real property;

Licensor of proprietary pyrolysis technology.

In the following table, revenue is disaggregated by primary major product line.

1 unchanged sentence

Year ended June 30, 2024

mineral mining

Distribution of THC-free cannabinoid (CBD) products

Production and distribution of renewable commodities

Holding property

Corporate unallocated

Cost of revenue

2 unchanged sentences

( 2,882,376 )

( 3,216,022 )

Other operating expenses

Loss from operations

1 unchanged sentence

( 3,085,517 )

( 3,296,077 )

Interest expense

( 1,881,807 )

( 1,918,572 )

Rental income

Loss before income tax

4 unchanged sentences

$ ( 3,187,774 )

$ ( 100,939 )

$ ( 1,806,466 )

$ ( 3,998,960 )

Total assets at June 30, 2024

Year ended June 30, 2023

mineral mining

Distribution of THC-free cannabinoid (CBD) products

Production and distribution of renewable commodities

Holding property

Corporate unallocated

Cost of revenue

1 unchanged sentence

( 1,688,983 )

( 1,106,537 )

( 3,216,022 )

Loss from operations

( 1,831,692 )

( 1,101,204 )

( 3,353,398 )

Interest expense

1 unchanged sentence

( 1,918,572 )

Rental income

Loss before income tax

6 unchanged sentences

$ ( 1,806,466 )

$ ( 3,998,960 )

Total assets at June 30, 2023

10 unchanged sentences

As of June 30,

NOTE 6 - DEPOSITS AND PREPAYMENTS

Deposits and prepayments as of June 30, 2023 and 2022 consisted of the following:

Manufactured bio produce

Trading goods

Trading goods represent bio asphalt products purchased from an external supplier.

NOTE 6 – ADVANCE TO SUPPLIER

This represents advance to a supplier for the supply of THC-free cannabinoid (CBD) products pursuant to an agreement dated July 7, 2021 and are secured by a security deposit with legally enforceable right to recover.

The advance has been written off during the year ended June 30, 2024 following the expiration of product supply agreement on July 6, 2024.

NOTE 7 – OTHER RECEIVABLE, DEPOSITS AND PREPAYMENTS

Other receivable, deposits and prepayments as of June 30, 2024 and 2023 consisted of the following:

As of June 30,

NOTE 7 –INTANGIBLE ASSETS

The intangible assets comprise a global intellectual property (“IP”) known as “Catalytic Biofraction Process”, whereby, subsidiary Bio Resources Limited (“BRL”) is the beneficial and/or registered proprietor and an exclusive licence assigned to Verde Malaysia for the operation of the IP in the state of Sabah, Malaysia.

The “Catalytic Biofraction Process” is a slow pyrolysis process using a proprietary catalyst to depolymerize palm biomass wastes (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 wastes 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 with fair value of $ 30,192,771 would lead to certification and issuance of Carbon Avoidance Credits as well as Carbon Removal Credits to generate carbon revenue for the Company.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2023 AND 2022

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

Other receivables

impairment on other receivables

Other receivables and deposits, net

Prepaid share based compensation

NOTE 8 – PROPERTY, PLANT AND EQUIPMENT

4 unchanged sentences

Office equipment

Project equipment

Motor vehicles

1 unchanged sentence

accumulated depreciation

( 1,609,414 )

Accumulated impairment

transfer to assets held for sale

Foreign exchange adjustment

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

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

Depreciation expense for the years ended June 30, 2024 and 2023 totaled $ 417,517 and $ 254,852 , respectively.

During the year, cost and accumulated depreciation of property, plant and equipment of $ 1,574,928 and $ 1,574,687 related to CSB, which was disposed during the year, have been removed.

Plant and machinery written off for the years ended June 30, 2024 and 2023 amounted to$ 3,979 and $ 0 respectively.

Land and building with net carrying amount of $ 701,817 at June 30, 2024 and $ 723,981 at June 30, 2023 was pledged to a financial institution for facilities granted.

Plant and machinery and motor vehicles with carrying values of $ 849,375 and $ 199,144 are acquired under financing arrangements.

Plant and machinery and motor vehicles with carrying values of $ 7,688 and $ 98,362 ($ 295,701 and $ 553,674 at June 30, 2023) are acquired under financing arrangements.

The fair value less cost of assets held for disposal was less than the net carrying amount, and impairment loss of $ 134,042 has been recognised during the financial year end.

NOTE 9 –INTANGIBLE ASSETS

The 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 licence assigned to Verde Malaysia for the operation of the IP in the state of Sabah, Malaysia of MYR 14,000,000 ($ 2,967,860 ).

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 wastes 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.

During the annual impairment assessment, a quantitative assessment was conducted, which involved estimating the fair value of the asset using the income approach.

The results indicated that the carrying amount of the asset was not impaired, and therefore no impairment loss was recognized for the period.

Key assumptions in the quantitative assessment included:

Discount Rate :

Plant daily capacity :

The plant daily capacity is 0.8 MT per hour for the existing plant and 2.5 MT per hour for the additional new plants that will be commissioned.

Additional plants :

One new biofraction plant with a 3.0 MT/hour production rate will be added every year from FYE2027 up to FYE 2034.

Projected Production and Sales :

Based on a ten-year forecast.

Production and sales volumes are linked to the plants in operation for each year in the forecasted period based on the output yield percentages.

The use of the estimates in the quantitative assessment are highly judgmental and actual results may differ significantly from what is currently assessed.

Accordingly, fluctuations in any of the key attributes may result in a significant change in the projected cash flows underlying the quantitative assessment, which could have a material impact on the assessed values of the Intangible Asset.

NOTE 10 – ASSETS HELD FOR SALE

At June 30,2024 and 2023, assets held for sale are as follows:

As of June 30,

Plant and machinery

Motor vehicles

On June 27 2023, 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 is pending completion as at June 30,2024 and thus the assets have been presented separately in the balance sheets as assets held for sale.

The disposal of assets with carrying values totaling USD 580,989 was subsequently completed in August 2024.

The remaining assets are expected to be disposed by December 2024.

Plant and machinery and motor vehicles with carrying values of $ 168,994 and $ 350,217 were acquired under financing arrangements.

NOTE 11 - DEPOSITS PAID

2 unchanged sentences

Deposits paid for acquisition of subsidiaries

- Bio Resources Limited (#1)

- Vata VM Synergy (M) Sdn Bhd (“VATA”) (#1)

Deposits paid for acquisition of property, plant and equipment and IP (#3)

- Factory site (#4)

Security deposit

- Factory site (#2)

- Land and building (#5)

(#1) The Company announced the Share Sale Agreement on May 12, 2021 for the acquisition of the entire issued and paid-up share capital of Bio Resources Limited from various unrelated third parties, Taipan International Limited, The Wision Project Limited, and other individuals, in consideration of the issuance of 321,500,000 shares of the Company’s restricted common stock at $ 0.03 per share, valued at $ 9,645,000 , and the issuance of promissory notes with two-year term period with a principal amount of $ 20,355,000 .

321,500,000 shares were issued on May 12, 2021, and the promissory notes were issued on May 12, 2021 and priced at $ 16,290,550 considering the current market interest rate.

The acquisition of BRL was subsequently closed on October 12, 2022.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2023 AND 2022

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

(#1) On March 23, 2023, the Company, through its wholly-owned subsidiary Verde Resources (Malaysia) Sdn.

6 unchanged sentences

As of June 30, 2023, the first payment of MYR 100,000 has been made.

Subsequent to year end, the Company has initiated the termination of the agreement on the grounds of non-disclosure of material information by VATA.

(#3) On May 10, 2021, the Company announced the Sale and Purchase Agreement to acquire the assets of biofraction plant and the right to use intellectual property license in Sabah, Malaysia from Borneo Energy Sdn Bhd, in consideration of issuance of 166,666,667 share of the Company’s stock at $ 0.03 per share, valued at $ 5,000,000 .

135,666,667 shares and 31,000,000 shares were issued on May 10, 2021 and July 1, 2021, respectively.

The acquisition of the assets comprising a biofraction plant and the right to use its licensed intellectual property known as “Catalytic Biofraction Process” in the state of Sabah, Malaysia was completed on February 24,2023.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

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

The SSA Agreement, however, has since been terminated on the basis of non-disclosure of material information by the Vendors, and the deposits written off during the year ended June 30, 2024.

(#2) On 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 ($ 8,571 ).

The rental for the entire Lease Term amounts to the sum of MYR 3,024,000 ($ 720,000 ) (the “Lease Payment”) which shall be 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”).

(#5) On February 10, 2022, the Company, through VEL, a limited liability company incorporated in the State of Missouri, which is an indirect wholly-owned subsidiary of the Company via Verde Renewables, Inc., entered into a Commercial Lease Agreement and Option to Purchase (the “La Belle Lease Agreement”) to rent a 24-acre property in La Belle from Jon Neal Simmons and Betty Jo Simmon (the “Landlord”) in order to kickstart carbon farming with biochar in Missouri.

Under the La Belle Lease Agreement, the term of the lease will be for a period of two ( 2 ) years and the Company will have the right to renew the lease with a total of three renewal periods with each term being two years.

The monthly base rent is $ 10,000 for the term, was payable on the commencement of the La Belle Lease Agreement, together with a security deposit of $ 240,000 .

The La Belle Lease Agreement also grants the Company the exclusive right and option to purchase the premises together with all the right title and interest from the Landlord for a consideration of $ 490,000 at any time during the two-year term of the lease.

If the Company exercises the option to purchase the premises from the Landlord, the upfront lease payment and security deposit may be utilized as part payment of the purchase consideration.

The option to purchase was exercised on September 27, 2022.

NOTE 12 - MINING RIGHT

A lump sum payment of MYR260,500 ($ 62,260 ) was made for a mining right over a period of 2 years up to June 13, 2023.

The mining right is amortized on a straight-line basis over the term of the right.

The mining right was amortized on a straight-line basis over the term of the right.

Nevertheless, on April 20, 2023, the subsidiary, CSB, to whom the right belongs, was disposed.

The table below presents the operating lease related assets and liabilities recorded on the balance sheets.

The table below presents the movement of the right as recorded on the balance sheets.

As of June 30,

Balance as at the July 1, 2023 and July 1, 2022

Amortization charge for the period

Amortization charge for the year

Foreign exchange adjustment

1 unchanged sentence

Balance as of June 30, 2024 and June 30, 2023

Amortization charge of rights of use lease assets was $ 21,832 and $ 30,779 for the year ended June 30, 2023 and 2022, respectively.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2023 AND 2022

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

Amortization charge of mining right was $ 0 and $ 21,832 for the year ended June 30, 2024 and 2023, respectively.

NOTE 13 – BANK LOAN

The bank loan represents a rolling facility to a maximum principal of $ 250,000 and is secured by deed of trusts from VRDR, land and building of VEL and a subsidiary who act as guarantor for the performance of debts.

The interest on loan is fixed at 5.25 %.

For the year ended June 30, 2024 and 2023, the interest expense amounted to $ 13,640 and $ 1,421 respectively.

NOTE 14 - AMOUNTS DUE TO RELATED PARTIES AND DIRECTOR

1 unchanged sentence

As of June 30,

Amount due to related companies

Amount due to related parties

Borneo Oil Corporation Sdn (“BOC”) (#1)

Borneo Oil Berhad (“BOB”) (#1)

Taipan International Limited (#2)

1 unchanged sentence

Victoria Capital Sdn Bhd (#3)

UnitiMart Sdn Bhd (4#)

Makin Teguh Sdn Bhd (4#)

Amount due to director

Jack Wong (#5)

(#1) 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.

The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

(#1) Borneo Energy Sdn Bhd is a wholly owned subsidiary of Borneo Oil Corporation Sdn Bhd (“BOC”) and BOC is a wholly owned subsidiary of Borneo Oil Berhad (“BOB”) (holding 13.2 % of the Company’s issued and outstanding common stock as of June 30, 2024).

The advances are related to ordinary business transactions and bear no interest or collateral, and are repayable on demand.

(#2) Taipan International Limited who, pursuant to the disposal of BRL to the Company, became one of the shareholders of the Company and held 32.5 % of the Company’s issued and outstanding Common Stock as of June 30, 2024.

The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

(#3) Borneo Oil Berhad (“BOB”) is ultimate holding company of Borneo Energy Sdn Bhd, and held 13.4 % and 22.8 % of the Company’s issued and outstanding common stock as of June 30, 2023 and June 30, 2022, respectively.

The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

The advances are related to ordinary business transactions and bear no interest or collateral, and are repayable on demand.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

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

(#3) 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, 2024.

The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

The advances are related to ordinary business transactions and bear no interest or collateral, and are repayable on demand.

(#4) Borneo Oil Berhad (“BOB”) is ultimate holding company of UnitiMart Sdn.

Bhd., and held 13.2 % of the Company’s issued and outstanding common stock as of June 30, 2024.

Makin Teguh Sdn Bhd is associates of BOB.

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

2 unchanged sentences

On September 12, 2023, Jack Wong stepped down from his position as President of the Company, but remains as Chief Executive Office of the Company.

By Waiver and Consent of Shareholders, Jack Wong was re-elected Director of the Company, effective March 30, 2024.

NOTE 15 - PROMISSORY NOTES

Promissory Notes (#1)

Promissory Notes (#2)

(#1) Pursuant to the acquisition of the entire issued and paid-up share capital of Bio Resources Limited from various unrelated third parties, being Taipan International Limited, The Wision Project Limited and other individuals as announced on May 13, 2021, promissory notes with a principal amount of $ 20,355,000 and a two-year term period were issued on May 12, 2021.

The face value (principal) amount of $ 20,355,000 was repayable by May 12, 2023, and bearing zero coupon interest.

On January 20, 2022, the Company had reached a mutual agreement with the Lenders of the Notes to enter into a Supplement to Promissory Note, with each Lender, to convert the total principal loan amount of $ 20,355,000 into shares of the Company’s restricted Common Stock priced at $ 0.0611 per share, which represents the last ninety (90) days’ volume weighted average price (VWAP) as of the market closing of January 19, 2022.

With the consummation of the acquisition of BRL on October 12, 2022, on December 9, 2022 the conversion of Promissory Notes was completed pursuant to a Supplementary Agreement dated December 7, 2022, with the issuance of 333,142,389 shares of the Company’s restricted Common Stock, at the price of $ 0.0611 per share, to the 17 Lenders, including the Company’s President and CEO, Jack Wong.

The fair value of the outstanding promissory notes was calculated with the following assumptions:

Risk free rate

Credit spread

Liquidity risk premium

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2023 AND 2022

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

Promissory Notes (#2)- related party

The following is a reconciliation of the beginning and ending balances of promissory notes payable using Level 3 inputs:

Balance at the beginning of year

Promissory notes issued to related party at fair value (#2)

Interest expense #1

Interest expense #2

Converted to Company’s restricted Common Stock

1 unchanged sentence

Balance at the end of year

(#2) On March 13, 2023, the Company and its indirect wholly-owned subsidiary CSB entered into a Settlement of Debts Agreement (the “SDA Agreement”) for the settlement in full of CSB’s account payable to Borneo Oil Corporation Sdn Bhd (“BOC”) by way of the issuance on March 13, 2023 of a two year term Promissory Notes with the face value (principal) amount of $675,888, and bearing 2% coupon interest.

The Notes are repayable by May 12, 2025, either in cash or by the issuance of the Company’s restricted Common Stock priced at $0.07 per share.

(#1) Promissory notes with a principal amount of $ 20,355,000 and a two-year term period were issued on May 12, 2021 pursuant to the acquisition of subsidiary, BRL.

The face value (principal) amount of $ 20,355,000 was repayable by May 12, 2023, and bore zero coupon interest.

(#2) On March 13, 2023, the Company and its indirect wholly-owned subsidiary 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 on March 13, 2023 of a two year term Promissory Notes with the face value (principal) amount of $ 675,888 , and bearing 2 % coupon interest.

The Notes are repayable by May 12, 2025, either in cash or by the issuance of the Company’s restricted Common Stock priced at $ 0.07 per share at the discretion of the holder of the Promissory Note.

The fair value of the Promissory Notes 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 %.

The following is a reconciliation of the beginning and ending balances of promissory note:

Balance at the beginning of year

Promissory notes issued to related party at fair value

Interest expense

Balance at the end of year

The Company recorded $ 1,877,739 and $ 1,948,086 interest expense for the years ended June 30, 2023 and 2022, respectively.

Interest payable attributable to promissory notes (#2) was $ 4,068 .

A fair value adjustment of $ 194,865 is recognized in the Profit and Loss during the year ended June 30, 2023.

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 restricted 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 restricted Common Stock were issued on August 16, 2024 to Borneo Oil Berhad, the appointed nominee of the Creditor, to settle in full the total of USD 675,888 of CSB’s account payable to the Creditor.

The Company recorded accretion of liability on promissory notes of $ 103,380 and $ 0 and presented as interest expense on promissory notes for the year ended June 30, 2024 and 2023, respectively.

Interest on promissory notes at 2 % were $ 13,536 and $ 0 for the year ended June 30, 2024 and 2023 respectively.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

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

NOTE 16 - LEASES

11 unchanged sentences

The Company adopts a 5 % as weighted average incremental borrowing rate to determine the present value of the lease payments.

The weighted average remaining life of the lease was 3 years.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2023 AND 2022

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

The weighted average remaining life of the lease was 3 years ending September 30, 2025.

The table below presents the lease-related assets and liabilities recorded on the balance sheet.

5 unchanged sentences

Finance lease liabilities

Finance lease liabilities – assets held for disposal

Operating lease liabilities

4 unchanged sentences

For the year ended June 30, 2024 and 2023, the amortization charge on right-of-use assets was $ 123,625 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 includes 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 Segama Lease Agreement.

The Lease Payment and Security Payment shall be applied toward the Purchase Price upon VRAP exercising the option to purchase.

The Company’s lease agreements do not contain any material restrictive covenants.

(#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.

There 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) This leasing arrangement for the lease of the executive vehicle amounting to $ 84,718 is for a lease term of three ( 3 ) years and includes option to purchase the said vehicle at an agreed consideration as stated in the Lease Agreement.

The purchase option fee shall be applied toward the Purchase Price upon VRI exercising the option to purchase.

(#2) This leasing arrangement as stated at fair value above is for the lease of an executive vehicle with a total liability of $ 84,718 and for a lease term of three ( 3 ) years ending September 30, 2025.

The lease arrangement includes an option to purchase the said vehicle at an agreed consideration of $ 57,087 (“Purchase Price”) as stated in the Lease Agreement.

The Company’s lease agreements do not contain any material restrictive covenants.

The accretion of lease liability for the year ended June 30, 2024 and 2023, were $ 7,471 and $ 8,873 , respectively.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

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

The 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.

6 unchanged sentences

Total lease expense

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2023 AND 2022

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

Components of Lease Expense

The 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 unaudited condensed consolidated statement of operations.

Finance lease expense comprise of interest expenses determined using the effective interest method.

2 unchanged sentences

Years ending June 30,

Operating and finance lease amount

Total minimum finance lease liabilities payment

3 unchanged sentences

Non-current liabilities

For the years ended June 30, 2023 and 2022, the amortization charge was $ 126,388 and $ 34,286 , respectively.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

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

NOTE 17 - STOCKHOLDERS’ EQUITY

5 unchanged sentences

Common stock outstanding

On July 15, 2022, the Company issued a total of 1,500,000 restricted Common Shares at US$ 0.155 per share to two consultants pursuant to two consultant agreements;

1,000,000 restricted Common Shares were issued to Gary F.

Zimmer and 500,000 restricted Common Shares were issued to Lisa Leilani Zimmer Durand, to serve as consultants to the Company.

An aggregate of $ 232,500 was recognized as stock-based compensation under general and administrative expenses.

During the period ended September 30, 2022, 15,328,029 restricted Common Shares were committed to be issued pursuant to private placement and were subsequently issued on November 7, 2022, comprising of 291,667 restricted Common Shares for US$ 21,000 at US$ 0.072 per share to one non-US shareholder, 15,036,362 restricted Common Shares for US$ 1,323,200 at US$ 0.088 per share to five non-US Shareholders.

On September 8, 2023, the Company, through its wholly-owned subsidiary Verde Renewables, Inc.

(“VRI”) entered into a Service and Stock Cancellation Agreement with Steven Sorhus to cancel the Services Agreement dated December 1, 2022.

Pursuant to the Service Agreement, 300,000 restricted common shares were issued at $ 0.20 on December 31, 2022 totaling $ 60,000 .

With the Service and Stock Cancellation Agreement, these shares were to be cancelled and subsequently 128,409 restricted common shares were to be re-issued at the same price for services rendered till cancellation.

The cancellation of shares was completed on March 28, 2024 and subsequently 128,409 restricted common shares were re-issued to Steven Sorhus on May 24, 2024.

On September 8, 2023, the Company, through its wholly-owned subsidiary Verde Renewables, Inc.

(“VRI”) entered into a Service and Stock Cancellation Agreement with EMGTA LLC to cancel the Services Agreement dated December 1, 2022, including the cancellation of 375,000 restricted common shares issued at $ 0.20 on December 31, 2022 totaling $ 75,000 as consideration for certain services.

The cancellation is still in process.

On September 12, 2023, the Company, through its wholly-owned subsidiary Verde Renewables, Inc.

(“VRI”) entered into a Service and Stock Cancellation Agreement with Y M Tengku Chanela Jamidah Y A M Tengku Ibrahim to cancel the Services Agreement dated November 30, 2022.

Pursuant to the Service Agreement, 500,000 restricted common shares were issued at $ 0.20 on December 31, 2022 totaling $ 100,000 .

With the Service and Stock Cancellation Agreement, these shares were to be cancelled and subsequently 166,667 restricted common shares were to be re-issued at the same price for services rendered till cancellation.

The cancellation of shares was completed on March 28, 2024 and subsequently 166,667 restricted common shares were re-issued to Y M Tengku Chanela Jamidah Y A M Tengku Ibrahim on May 24, 2024.

On October 23, 2023, the Company, through its wholly-owned subsidiary VRI, entered into a Services Agreement (the “Agreement”) with Donald R.

Fosnacht 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.

Under the Agreement, the Company will pay Donald R.

Fosnacht by the issuance of 1,000,000 shares of the Company’s restricted common stock, par value $ 0.001 per share (the “Common Stock”) on or before January 31, 2024.

The term of the Agreement will remain effective until December 31, 2025 and both parties may renew the agreement or enter into a new agreement as may be mutually agreed on terms to be separately negotiated.

Subsequently on January 31, 2024, the Company issued 1,000,000 restricted common shares to Donald R.

On November 22, 2023, the Company issued a total of 14,931,624 restricted Common Shares comprising 11,538,461 restricted Common Shares for $ 1,050,000 at $ 0.091 per share to five non-US shareholders, 100,000 restricted Common Shares for $ 10,000 at $ 0.10 per share to one non-US shareholder, 1,943,163 restricted Common Shares for $ 176,828 at $ 0.091 per share to ten US shareholders and 1,350,000 restricted Common Shares for $ 135,000 at $ 0.10 per share to nine US shareholders.

On December 4, 2023, the Company issued a total of 1,238,889 restricted Common Shares comprising of 850,000 restricted Common Shares for $ 85,000 at $ 0.10 per share to four US shareholders and 388,889 restricted Common Shares for $ 35,000 at $ 0.09 per share to one US shareholders.

On 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 restricted Common Shares at $ 0.108 per share to four non-US shareholders in settlement of $ 311,178 subscription amounts paid, and issuance of 200,000 restricted Common Shares on April 15, 2024 at $ 0.091 per share to one US shareholder in settlement of $ 18,200 subscription amount paid.

On April 15, 2024, the Company issued a total of 3,055,555 restricted Common Shares to four US shareholders, in which 2,300,000 restricted Common Shares were issued at $ 0.10 per share to two US shareholders, 200,000 restricted Common Shares were issued at $ 0.091 per share to one US shareholder, and 555,555 restricted Common Shares were issued at $ 0.09 per share to one US shareholder.

VERDE RESOURCES, INC.

2 unchanged sentences

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

On November 7, 2022, the Company issued 603,181 restricted Common Shares for US$ 53,080 at US$ 0.088 per share to three US Shareholders.

On October 26, 2022, the Company entered into a corporate consulting services agreement (the “Consulting Agreement”) for investor communication and public relations services with Dutchess Group LLC (“DGL”).

On December 9, 2022, pursuant to terms of the Consulting Agreement, the Company issued a total of 1,500,000 restricted Common Shares at US$ 0.12 per share to DGL.

On November 30, 2022, 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 Services Agreement (the “Ibrahim Agreement”) with YM Tengku Chanela Jamidah YAM Tengku Ibrahim to engage her as its Director of Strategic Initiatives to promote and make introductions for the benefit of advancing the Company’s business and interests amongst her networks as designated in the Agreement.

Under the Ibrahim Agreement, the Company will pay YM Tengku Chanela Jamidah YAM Tengku Ibrahim by the issuance of 1,000,000 shares of the Company’s restricted Common Stock, par value $ 0.001 per share (the “Common Stock”) in two tranches of 500,000 shares each on or before December 31, 2022 and December 31, 2023 respectively.

The term of the Ibrahim Agreement will be for a fixed period of twenty-four (24) months commencing on November 30, 2022 and both parties may renew the agreement or enter into a new agreement as may be mutually agreed on terms to be separately negotiated.

On December 31, 2022, pursuant to terms of the Ibrahim Agreement, the Company issued a total of 500,000 restricted Common Shares at US$ 0.20 per share to YM Tengku Chanela Jamidah YAM Tengku Ibrahim.

On December 1, 2022, the Company through its wholly-owned subsidiary VRI, a company incorporated in the State of Missouri, U.S.A., entered into a Services Agreement (the “Sorhus Agreement”) with Steven Sorhus to engage him as its Financial Controller to prepare monthly financial reports and financial projections, and oversee daily accounting practices of the Company and its subsidiaries as designated in the Sorhus Agreement.

Under the Sorhus Agreement, the Company will pay Steven Sorhus by the issuance of 800,000 shares of the Company’s restricted Common Stock, par value $ 0.001 per share (the “Common Stock”) in two tranches of 300,000 shares on or before December 31, 2022 and 500,000 shares on or before December 31, 2023.

The term of the Sorhus Agreement will be for a fixed period of twenty-five (25) months commencing on December 1, 2022, and both parties may renew the agreement or enter into a new agreement as may be mutually agreed on terms to be separately negotiated.

On December 31, 2022, pursuant to terms of the Sorhus Agreement, the Company issued a total of 300,000 restricted Common Shares at US$ 0.20 per share to Steven Sorhus.

On December 1, 2022, the Company through its wholly-owned subsidiary VRI, a company incorporated in the State of Missouri, U.S.A., entered into a Services Agreement (the “EMGTA Agreement”) with EMGTA LLC (“EMGTA”).

Under the EMGTA Agreement, EMGTA will provide services to develop business plan and marketing strategy to facilitate business growth, and identify new customers and markets for the Company.

The Company will pay EMGTA by the issuance of 750,000 shares of the Company’s restricted Common Stock, par value $ 0.001 per share (the “Common Stock”) in two tranches of 375,000 shares each on or before December 31, 2022, and December 31, 2023 respectively.

The term of the EMGTA Agreement will be for a fixed period of twenty-five (25) months commencing on December 1, 2022 and both parties may renew the agreement or enter into a new agreement as may be mutually agreed on terms to be separately negotiated.

On December 31, 2022, pursuant to terms of the EMGTA Agreement, the Company issued a total of 375,000 restricted Common Shares at US$ 0.20 per share to EMGTA.

On December 9, 2022, promissory notes with a principal value of $ 20,355,000 was converted pursuant to a Supplementary Agreement dated December 7, 2022, to 333,142,389 shares of the Company’s restricted Common Stock priced at $ 0.0611 per share which represents the last ninety (90) days’ volume weighted average price (VWAP) as of the market closing of January 19, 2022.

On December 15, 2022, the Company entered into a Services Agreement (the “Looi Pei See Agreement”) with Looi Pei See to engage her as its consultant to develop the retail markets for the Company’s products and services in Malaysia and Singapore.

On December 31, 2022, pursuant to terms of the Looi Pei See Agreement, the Company issued a total of 1,140,000 restricted Common Shares at US$ 0.20 per share to Looi Pei See.

The term of the Looi Pei See Agreement will be for a fixed period of thirty-six (36) months .

On February 17, 2023, the Company issued 714,285 restricted Common Shares for $ 50,000 at $ 0.07 per share to one non-US shareholder.

On February 24, 2023, the acquisition of the assets of biofraction plant and the right to use intellectual property license in Sabah, Malaysia from Borneo Energy Sdn Bhd was completed.

The Company had announced the Sale and Purchase Agreement to acquire the assets of biofraction plant and the right to use intellectual property license in Sabah, Malaysia from Borneo Energy Sdn Bhd on May 10, 2021, in consideration of issuance of 166,666,667 share of the Company’s stock at $ 0.03 per share, valued at $ 5,000,000 .

135,666,667 shares and 31,000,000 shares were issued on May 10, 2021 and July 1, 2021, respectively.

On March 13, 2023, the Company and its indirect wholly-owned subsidiary CSB entered into a Settlement of Debts Agreement (the “SDA Agreement”) and a two year term period Promissory Note with CSB’s creditor Borneo Oil Corporation Sdn Bhd (the “Creditor”) to settle in full a total of USD 675,888 of CSB’s account payable to the Creditor either in cash or by the issuance of new restricted shares of the Company’s Common Stock at a price of $ 0.07 per share.

As set out in the SDA Agreement, the new restricted shares for settlement of the account payable to the Creditor shall be issued to the Creditor or its nominee.

On April 20, 2024, the Company entered into two Services Agreements with Dr.

Nam Tran and Dr.

Raymond Powell to engage them as National Implementation Experts for its wholly-owned subsidiary Verde Renewables, Inc.

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 Agreements.

Under the Agreements, the Company will pay Dr.

Nam Tran and Dr.

Raymond Powell each by the issuance of 3,000,000 shares of the Company’s restricted Common Shares in three tranches of 1,000,000 shares each on or before July 31, 2024, October 31, 2025 and October 31, 2026 respectively .

Subsequently on July 31, 2024, the Company issued 1,000,000 of the Company’s restricted Common Shares each to Dr.

Nam Tran and Dr.

Raymond Powell as part of the compensation package for their services to be rendered for the period from May 1, 2024 to April 30, 2025 as stated in their Services Agreements.

On June 1, 2024, the Company entered into a multi-year Services Agreement with Dale Ludwig to engage him as Strategic Advisor for the Company and all its subsidiaries, to maintain and build strong relationships with policymakers at both state and federal levels, collaborate with Missouri Department of Transportation, build relationships with Missouri Asphalt Pavement Association (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.

Pursuant to the Agreement, the Company agreed to issue a total of 2,000,000 restricted shares of the Company’s common stock to Dale Ludwig over three tranches of 700,000 shares on or before August 31, 2024, 700,000 shares on or before October 31, 2025 and 600,000 shares on or before October 31, 2026 .

Subsequently on August 8, 2024, the Company issued 700,000 of the Company’s restricted Common Shares to Dale Ludwig as part of the compensation package for their services to be rendered for the period from June 1, 2024 to April 30, 2025 as stated in the Services Agreement.

On August 30, 2024, the Company issued 670,000 of the Company’s restricted Common Shares to Eric Bava, Chief Operating Officer of the Company, as part of the compensation package in the Employment Agreement that the Company entered into with Eric Bava on October 1, 2023 for his first year of service from October 1, 2023 to September 30, 2024.

There were 1,199,358,251 and 1,176,200,278 shares of common stock issued and outstanding at June 30, 2024 and 2023, respectively.

The Company has no stock option plan, warrants, or other dilutive securities as at June 30, 2024 and 2023 other than stocks committed to be issued of 2,700,000 and 670,000 to non employees and an employee respectively.

VERDE RESOURCES, INC.

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

On March 23, 2023, the Company, through its wholly-owned subsidiary Verde Resources (Malaysia) Sdn.

(“Verde Malaysia”), entered into a Shares Sale Agreement (the “SSA Agreement”) with Murugesu A/L M.

Narasimha and Deivamalar A/P Kandiah (“Vendors”), the legal and beneficial owners of Vata VM Synergy (M) Sdn.

(“VATA”), a company incorporated under the laws of Malaysia, to acquire 60% of the issued and paid-up share capital of VATA, a company engaged in the business of providing green technology to government and private sectors and in creating high quality compost using agricultural waste and biomass products in Malaysia.

In relation to the SSA Agreement, the Company through Verde Malaysia also entered into a Shareholders Agreement with Murugesu A/L M.

Narasimha and VATA.

Under the terms of the SSA Agreement, the consideration for the acquisition of 60% of the issued and paid-up share capital of VATA shall be satisfied by the total purchase consideration of Malaysia Ringgit MYR 2,250,000, which includes a first payment of Malaysia Ringgit MYR 100,000 upon the execution of the SSA Agreement, a second payment of Malaysia Ringgit MYR 150,000 within thirty (30) days from the date of fulfillment or waiver of all the conditions set out in the SSA Agreement, and the issuance of shares of the Company’s restricted Common Stock for the balance consideration of Malaysia Ringgit MYR 2,000,000 at a price per share of not more than ten percent (10%) discount from the immediate preceding five trading days volume weighted average price (“VWAP”) from the issuance date pursuant to the terms of the SSA Agreement .

Subsequent to year end however, the Company initiated the termination of the SSA Agreement.

On April 21, 2023, the Company issued 1,428,571 restricted Common Shares for $ 100,000 at $ 0.07 per share and 480,768 restricted Common Shares for $ 50,000 at $ 0.104 per share to one non-US shareholder.

There were 1,176,200,278 and 819,188,055 shares of common stock issued and outstanding at June 30, 2023 and June 30, 2022, respectively.

The Company has no stock option plan, warrants, or other dilutive securities.

NOTE 18 - NET LOSS PER SHARE

3 unchanged sentences

$ ( 3,998,960 )

Net loss attributable to non-controlling interest

Net loss attributable to Verde Resources, Inc.

Weighted average common shares outstanding:

1,187,606,780

1,019,752,220

Weighted average common shares outstanding:

1,187,606,780

4 unchanged sentences

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 has no potentially dilutive securities, such as, options or warrants, currently issued and outstanding other than the restricted common stock to be issued at $ 0.07 per share upon conversion of the Promissory Notes with a principal amount of $ 675,888 at a future date to be to be mutually agreed with the Lenders, and the commitment to issue 375,000 shares, 500,000 shares and 500,000 shares to EMGTA LLC, YM Tengku Chanela Jamidah YAM Tengku Ibrahim and Steven Sorhus on or before December 31, 2023 respectively pursuant to respective contract of service.

The Company has no potentially dilutive securities, such as, options or warrants, currently issued and outstanding.

VERDE RESOURCES, INC.

11 unchanged sentences

British Virgin Island

ALabuan, Malaysia

Labuan, Malaysia

Loss before income taxes

27 unchanged sentences

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.

The Company’s subsidiary is registered in Malaysia and is subject to the Malaysia corporate income tax at a standard income tax rate of 24 % on chargeable income.

For the year ended June 30, 2023, the operation in Malaysia incurred $ 472,981 of cumulative net operating losses which can be carried forward to offset future taxable income.

The 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.

The operation in Malaysia incurred $ 854,275 of cumulative net operating losses as of June 30, 2024 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.

22 unchanged sentences

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.

The Company did not have any interest and penalty provided or recognized in the income statements for years ended June 30, 2023, and June 30, 2022.

The Company did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months.

3 unchanged sentences

During the years ended June 30, 2024, and 2023, $ 10,064 and $ 19,961 contributions were made accordingly.

NOTE 21 – SHARES ISSUED TO NON EMPLOYEE AND EMPLOYEE

On December 15, 2022, the Company entered into a Services Agreement with Looi Pei See (the “Looi Pei See Agreement”) to engage her as a consultant to develop the retail markets for the Company’s products and services in Malaysia and Singapore.

The Company will pay Looi Pei See by the issuance of 1,140,000 shares of the Company’s restricted common stock, par value $ 0.001 per share (the “Common Stock”) on or before December 31, 2022.

The shares were issued on December 31, 2022 for service period from December 15, 2022 to December 14, 2025 .

The fair value of 1,140,000 shares was $ 228,000 which calculated based on stock price of $ 0.20 per share on December 15, 2022 (date of issuance) and is being amortised over the service period.

During the year ended June 30, 2024, the Company charged $ 77,338 to selling, general and administrative expenses as consulting expenses.

On October 23, 2023, the Company, through its wholly-owned subsidiary VRI, entered into a Services Agreement (the “Agreement”) with Donald R.

Under the Agreement, the Company will pay Donald R.

Fosnacht by the issuance of 1,000,000 shares of the Company’s restricted common stock, par value $ 0.001 per share (the “Common Stock”) on or before January 31, 2024.

The fair value of 1,000,000 shares was $ 134,000 which calculated based on stock price of $ 0.134 per share on January 31, 2024 (date of issuance) and is being amortised over the service period.

During the year ended June 30,2024, the Company charged $ 42,157 to selling, general and administrative expenses as consulting expenses.

On April 20, 2024, the Company entered into two Services Agreements (the “Agreements”) with Dr.

Nam Tran and Dr.

Raymond Powell to engage them as National Implementation Experts for its wholly-owned subsidiary Verde Renewables, Inc.

(“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 Agreements.

Under the Agreements, the Company will pay Dr.

Nam Tran and Dr.

The term of the Agreements will remain effective until April 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.

Pursuant to the respective addendum to Service Agreement dated June 29, 2024, each tranche of shares to be issued is compensation for each service period of 12 months beginning from May 1, 2024, May 1, 2025 and May 1, 2026 respectively .

The fair value of first 1,000,000 shares was $ 360,000 each, calculated based on stock price of $ 0.36 per share on July 31,2024 (date of issuance) and is being amortised over the respective service period.

During the year ended June 30, 2024, the Company charged a total of $ 120,329 to selling, general and administrative expenses as consulting expenses.

On June 1, 2024, the Company entered into a multi-year Services Agreement (the “Agreement”) with Dale Ludwig to engage him as Strategic Advisor for the Company and all its subsidiaries, to maintain and build strong relationships with policymakers at both state and federal levels, collaborate with Missouri Department of Transportation, build relationships with Missouri Asphalt Pavement Association (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.

Pursuant to the Agreements, the Company agreed to issue a total of 2,000,000 restricted shares of the Company’s common stock to Dale Ludwig over three tranches of 700,000 shares on or before August 31, 2024, 700,000 shares on or before October 31, 2025 and 600,000 shares on or before October 31, 2026 .

Pursuant to the addendum to Service Agreement dated June 29, 2024, each tranche of shares to be issued is compensation for each service period beginning 11 months from June 1, and 12 months from 2024, May 1, 2025 and May 1, 2026 respectively .

The fair value of first 700,000 shares was $ 210,000 , calculated based on stock price of $ 0.30 per share on August 8,2024 (date of issuance) and is being amortised over the service period.

During the year ended June 30, 2024, the Company charged $ 18,862 to selling, general and administrative expenses as consulting expenses.

The Company agreed to issue 670,000 of the Company’s restricted Common Shares to Eric Bava, Chief Operating Officer of the Company, as part of the compensation package in the Employment Agreement upon completing each full year of service.

The term of the Agreements will remain effective until September 30, 2027 .

The 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 issuance) and is being amortised over the service period from October 1, 2023 to September 30, 2024.

During the year ended June 30,2024, the Company charged $ 135,678 to selling, general and administrative expenses as salary expenses.

On July 31,2024, Verde Renewables, Inc, a wholly owned subsidiary of the Company, entered into Service Agreement with Jeremy P.

Concannon (Chief Growth Officer (“CGO”) of the Company effective from August 1, 2024).

Pursuant to the Services Agreement, the Company agreed to issue a total of 4,050,000 restricted shares of the Company’s common stock to Jeremy P.

Concannon over three tranches of 1,350,000 shares each on or before August 31, 2024, August 31, 2025 and August 31, 2026 respectively.

The term of the Agreements 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.

Pursuant to the addendum to Service Agreement dated September 27, 2024, 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 .

During the year ended June 30, 2024, pursuant to the service and stock cancellation agreements signed with Y M Tengku Chanela Jamidah Y A M Tengku Ibrahim, Steven Sorhus and EMGTA LLC, there was a net reversal of consulting fees previously recognized of $ 6,317 .

VERDE RESOURCES, INC.

6 unchanged sentences

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)

Jack Wong (#3)

Site expenses:

3 unchanged sentences

Interest expense paid to:

Borneo Oil Corporation Sdn Bhd (#9)

Rental expense paid to:

SB Resorts Sdn Bhd (#2)

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 Oil Berhad (“BOB”) (#1)

Borneo Energy Sdn Bhd (#1)

1 unchanged sentence

Victoria Capital Sdn Bhd (#6)

UnitiMart Sdn Bhd (9#)

Makin Teguh Sdn Bhd (9#)

Trade payables

Warisan Khidmat Sdn Bhd (#4)

Ambrose & Partners (#7)

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.

Trade receivables

Borneo Eco Food Sdn Bhd (#2)

Ambrose & Partners (#7)

SB Resorts Sdn Bhd (#2)

Other payables

Ambrose & Partners (#7)

SB Supplies & Logistic Sdn Bhd (#1)

SB Resorts Sdn Bhd (#2)

Borneo Eco Food Sdn Bhd (#2)

Promissory notes issued to related party

(#1) 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, 2023 and June 30, 2022, 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, 2023 and June 30, 2022, respectively) .

Bhd., Borneo Energy Sdn Bhd and SB Supplies & Logistic Sdn Bhd, and held 13.2% of the Company’s issued and outstanding common stock as of June 30, 2024 .

(#2) SB Resorts Sdn Bhd and Borneo Oil Corporation Sdn Bhd (“BOC”) are wholly owned subsidiaries of Borneo Oil Berhad (“BOB”) (holding 13.2% of the Company’s issued and outstanding common stock as of June 30, 2024) .

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.

Jack Wong was 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.

2 unchanged sentences

On September 12, 2023, Jack Wong stepped down from his position as President of the Company, but remains as Chief Executive Office of the Company.

By Waiver and Consent of Shareholders, Jack Wong was re-elected Director of the Company, effective March 30, 2024.

(#4) Warisan Khidmat Sdn.

is a company whose shareholdings is entirely held by a Director of Verde Malaysia.

(#5) Taipan International Limited is one of the shareholders of the Company, and held 32.5% of the Company’s issued and outstanding Common Stock as of June 30, 2024 .

(#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.

VERDE RESOURCES, INC.

2 unchanged sentences

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

(#6) 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, 2024 .

(#7) Datuk Joseph Lee Yok Min, an indirect significant shareholder, is a partner of J.

Ambrose & Partners.

The advances received are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

Joseph Ambrose Lee who was also appointed as a Director and Chairman of the Board of Directors of the Company effective January 23, 2024, is also the Managing Director of BOB.

On February 6, 2024, by resolution of the Board of the Company, Joseph Ambrose Lee appointed as a member of the newly formed Management Committee of the Board.

Subsequently on June 18, 2024, Joesph Ambrose Lee tendered his resignation as Director and Chairman of the Board and member of the Management Committee of the Company.

(#8) Encik Anuar bin Ismail, an indirect significant shareholder, is a director of Vetrolysis Limited.

(#9) Borneo Oil Berhad (“BOB”) is ultimate holding company of UnitiMart Sdn.

Bhd., and held 13.2% of the Company’s issued and outstanding common stock as of June 30, 2024.

Makin Teguh Sdn Bhd is associates of BOB.

Apart 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.

1 unchanged sentence

The Company is exposed to the following concentrations of risk:

Major customers

For the years ended June 30, 2023, and 2022, there was no single customer whose revenue exceeded 10 % of the revenue.

Major customers and major vendors

For the years ended June 30, 2024, there was 2 customers whose revenue exceeded 10% of the revenue in the segment of production and distribution of renewable commodities.

June 30, 2024

Accounts Receivable

June 30, 2024

* impaired and represents a related party.

For the year ended June 30, 2023 there were no customers which exceeded 10% of revenue for the period.

For the years ended June 30, 2024, there was 2 vendors whose revenue exceeded 10% of the revenue in the segment of production and distribution of renewable commodities

June 30, 2024

Accounts Payable

June 30, 2024

For the year ended June 30, 2023 there were no vendors which exceeded 10% of direct costs for the period.

Economic and political risk

4 unchanged sentences

and Malaysia’s economy may influence the Company’s business, financial condition, and results of operations.

Further, 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.

Exchange rate risk

The 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 profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ on that date.

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.

NOTE 24 - COMMITMENTS AND CONTINGENCIES

As of June 30, 2023, the Company had the following commitments:

a) commitment to issue restricted Common Shares to the following service provider on or before December 31, 2023, for services to be performed pursuant to the Service Agreements signed as disclosed in Note 14 on or before December 31, 2023:

Number of shares to be issued

YM Tengku Chanela Jamidah YAM Tengku Ibrahim

Steven Sorhus

b) commitment to repay Promissory Notes with the face value (principal) amount of $ 675,888 , bearing 2 % coupon interest by May 12, 2025, in cash or by issuance of the Company’s restricted Common Shares priced at $ 0.07 per share as disclosed in Note 12.

c) commitment to pay MYR 150,000 within thirty (30) days from the date of fulfillment or waiver of all the conditions set out in the Shares Sale Agreement (the “SSA Agreement”) for acquisition of 60% of the issued and paid-up share capital of Vata VM Synergy (M) Sdn.

(“VATA”), and the issuance of shares of the Company’s restricted Common Stock for the balance consideration of MYR 2,000,000 at a price per share of not more than ten percent ( 10 %) discount from the immediately preceding five trading days volume weighted average price (“VWAP”) from the issuance date pursuant to the terms of the SSA Agreement as disclosed in Note 8.

Subsequent to year end, the Company has initiated the termination of the SSA agreement on the grounds of non-disclosure of material information by VATA.

Future commitments with regards to repayment of lease liabilities are disclosed in Notes 16.

Apart from the above, as of June 30, 2024, the Company had the following commitments:

a) commitment to issue restricted Common Shares to the following service provider on or before October 31, 2026, for services to be performed pursuant to the Service Agreements signed with non employees as disclosed in Note 17:

Raymond Powell

FYE 2026 and 2027

Raymond Powell

b) commitment to repay Promissory Notes with the face value (principal) amount of $ 675,888 , bearing 2 % coupon interest by issuance of 9,655,542 shares of the Company’s restricted Common Shares priced at $ 0.07 per share as disclosed in Note 15.

c) commitment to cancel 375,000 restricted common shares pursuant to the Service Agreement signed and Service and Stock Cancellation Agreement as disclosed in Note 17.

d) commitment to issue restricted Common Shares, comprising of 3,183,335 restricted Common Shares at $ 0.09 per share to six US shareholders, 3,000,000 restricted Common Shares at $0.10 per share to three non-US shareholders and 15,805,000 restricted Common Shares at $ 0.10 per share to forty-two US shareholders.

e) Quarterly committed payments of $50,000 from September 2024 to March 2025, and $62,500 from June 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.

f) commitment to issue 670,000 of the Company’s restricted Common Shares to Eric Bava, Chief Operating Officer of the Company, as part of the compensation package in the Employment Agreement that the Company entered into with Eric Bava on October 1, 2023 for his first year of service from October 1, 2023 to September 30, 2024.

As of June 30, 2024, the Company has no material contingencies.

4 unchanged sentences

NOTE 25- SUBSEQUENT EVENTS

On July 24, 2024, the Company issued 3,194,443 restricted Common Shares for $ 287,500 at $ 0.09 per share to four US shareholders and 6,005,000 restricted Common Shares for $ 600,500 at $ 0.10 per share to twenty US shareholders and one non-US shareholder.

On July 31, 2024, the Company issued 1,000,000 of the Company’s restricted Common Shares each to Dr.

Nam Tran and Dr.

Raymond Powell as part of the compensation package in the Services Agreements that the Company entered into with Dr.

Nam Tran and Dr.

Raymond Powell on April 20, 2024 for the service period from May 1, 2024 to April 30, 2025.

Effective August 1, 2024, Jeremy P.

Concannon was appointed as Chief Growth Officer (“CGO”) of the Company.

Pursuant to the Services Agreement entered into between Jeremy P.

Concannon and Verde Renewables, Inc, a wholly owned subsidiary of the Company as of July 31, 2024, the Company agreed to issue a total of 4,050,000 restricted shares of the Company’s common stock to Jeremy P.

Concannon over three tranches of 1,350,000 shares on or before August 31, 2024, 1,350,000 shares on or before August 31, 2025 and 1,350,000 shares on or before August 31, 2026 .

On August 8, 2024, the Company issued 700,000 of the Company’s restricted Common Shares to Dale Ludwig as part of the compensation package in the Services Agreement that the Company entered into with Dale Ludwig on June 1, 2024 for the service period from June 1, 2024 to April 30, 2025.

On August 9, 2024, the Company issued 888,888 restricted Common Shares for $ 80,000 at $ 0.09 per share to one US shareholder and 11,840,000 restricted Common Shares for $ 1,184,000 at $ 0.10 per share to twenty-three US shareholders and one non-US shareholder.

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

(“NPI”) to formalize the collaboration on the National Center for Asphalt Technology (“NCAT") Test Track Project (the “Project”) and explore subsequent business opportunities arising from the successful completion of the Project.

The Project will involve the application of TerraZyme technology for the stability of subgrade and base layers, with the overarching goal of advancing road construction methodologies.

The Company holds a three-year agreement with the National Center for Asphalt Technology at Auburn University ("NCAT") for the research, development and testing of road construction technologies.

The Company has committed to funding the Project at a minimum cost of $ 750,000 , This funding will support the necessary performance testing by NCAT to secure the highest level of certification for the commercial adoption of the technology by the Departments of Transportation (“DOTs”).

NPI will work in close collaboration with the Company and NCAT to provide critical technical expertise to support the Project and assist the Company in obtaining NCAT certification and other relevant approvals。The Company will procure and utilize 6 liters of TerraZyme for the NCAT test track.

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

The 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.

On August 16, 2024, the Company issued 9,655,542 shares of the Company’s restricted 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 (“CSM”) and CSM’s creditor Borneo Oil Corporation Sdn Bhd (the “Creditor”) to settle in full a total of USD 675,888 of CSM’s account payable.

On March 13, 2023, the Company and CSM entered into a SDA Agreement and a two year term period Promissory Note with the Creditor to settle in full a total of USD 675,888 of CSM’s account payable to the Creditor either in cash or by the issuance of new restricted shares of the Company’s common stock at a price of $ 0.07 per share.

As set out in the SDA Agreement, the new restricted shares for settlement of the account payable to the Creditor shall be issued to the Creditor or its nominee.

On August 26, 2024, the Company issued 722,221 restricted Common Shares for $ 65,000 at $ 0.09 per share to three US shareholders, 3,990,000 restricted Common Shares for $ 399,000 at $ 0.10 per share to six US shareholders and two non-US shareholders.

On August 30, 2024, the Company issued 1,350,000 of the Company’s restricted Common Shares to Jeremy P.

Concanon, Chief Growth Officer of the Company, as part of the compensation package in the Services Agreement that the Company entered into with Jeremy P.

Concanon on July 31, 2024.

In 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, 2024, up through the date the Company issued the audited consolidated financial statements.

On August 7, 2023, the Company entered into a Memorandum of Understanding (the “MOU”) with Andre van Zyl (“AvZ”) & Green Carbon Industries Group of Companies (“GCI”), headquartered in Western Australia, to actively pursue and put in place a mutually agreeable and fully funded project venture in North America, through the Company to securely ring-fence, support, preserve and implement the existing and related Intellectual Property of both parties and their respective subsidiaries/representatives, as well as to fund and support ongoing and future Research and Developments.

The intended project venture will also be responsible to establish a phased implementation plan for modified, scaled Biochar and Construction Char operations, that will be paired with new Cold Bio Emulsion and Cold Bio Mix technology plant production operations to be established for the production of low CO2 footprint construction material in the territory of North America.

Upon successful implementation of the project venture, there will be further option to expand operations throughout the continents of South America’s, APAC, Europe, and Africa.

This technology makes possible high duty road base and road wearing course installations with superior performance, utilizing more cost-effective local soils and gravels with extended life of road performance, and substantially lower maintenance activities and cost.

On September 12, 2023, Jack Wong stepped down from his position as President of the Company, but remains as Chief Executive Office of the Company.

On September 12, 2023, the Board of Directors of the Company appointed Jack Wong, CEO and Director of the Company, as Chairman of the Board of Directors.

On October 1, 2023, the Company appointed Eric Bava and Andre van Zyl as Chief Operating Officer and Chief Technology Officer respectively to drive the Company’s climate-tech innovation.

NOTE 26 – RECLASSIFICATION

Certain prior year amounts have been reclassified to conform to the current year’s presentation.

These reclassifications had no impact on reported income or losses and are considered to be immaterial.

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

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data