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Item 9A. Controls and Procedures

2025-10-23 compared with 2024-10-16 · 1899 added, 332 removed, 126 unchanged (95% of the section changed)

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Evaluation of Disclosure Controls and Procedures

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

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

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

As of June 30, 2024, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments.

During 2023 and into 2024, the Company had undertaken tremendous enlargement and expansion, including restructuring of operations, which rendered the management to re-consider the availability of more management talents and professional staff to meet the enlargement in operation during and after the coming acquisition and expansion move.

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

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

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

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

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

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

and (5) lack of financial personnel with sufficient knowledge and experience with U.S.

GAAP accounting guidelines and SEC regulations.

The aforementioned material weaknesses were identified by our Chief Executive and Financial Officers in connection with the review of our financial statements as of June 30, 2024.

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

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

Under the supervision and with the participation of our senior management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Based on this evaluation, our principal executive officer and principal financial officer concluded that, while improved, our disclosure controls and procedures were not effective due to the material weaknesses in internal controls over financial reporting noted below.

Management’s Responsibility for Internal Controls over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a -15(f) under the Exchange Act.

Our internal control was designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

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

provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Inherent Limitations of Internal Control over Financial Reporting

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

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

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Management’s Annual Report on Internal Control Over Financial Reporting

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

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

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

With the participation of our Chief Executive and Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2024, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework.

Based upon such evaluation, our management concluded that we did not maintain effective internal control over financial reporting as of June 30, 2024, based on the COSO framework criteria because of the enlargement in operation.

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

With the participation of our principal executive and principal financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2025, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework, along with applicable SEC guidance.

Based upon such evaluation, our management concluded that, while we have improved upon our internal control over financial reporting as of June 30, 2025, based on the COSO framework, our disclosure controls and procedures were not effective due to the material weaknesses in internal controls over financial reporting noted below.

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

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

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

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

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

Material Weaknesses

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

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the issuing company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Segregation of duties – Certain key duties and responsibilities were not adequately segregated due to the lean structure of our finance function, which relied on a limited number of individuals.

While this structure enabled agility during our transition to a sustainability-focused enterprise, it increased the risk of error or fraud.

Formalized processes and documentation – Although effective practices were in place, we lacked sufficiently formalized and documented policies, procedures, and controls related to the preparation, review, and approval of financial reporting, including management review controls.

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

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

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

Audit Committee – lack of a functioning audit committee.

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

Remediation Plan for the Material Weaknesses

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

We have been working on recruitment of more management talents and professional staff to fill in the gap of shortage of personnel, including by the hiring of our chief financial officer, Sherina Chui, on May 1, 2025.

With our anticipated expansion of operations, management intends to continuously evaluate the adequacy and skillset of our human capital resources.

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

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

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

GAAP accounting guidelines.

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GAAP accounting guidelines applicable to our financial reporting requirements.

We have engaged with an external consultant to ascertain compliance with the regulatory reporting requirements.

The Company utilizes this third-party independent contractor for the preparation of its financial statements.

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

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

Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions.

The third-party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions

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

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

The third-party independent contractor is not involved in our day-to-day operations and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions

We have appointed an independent non-employee director in July 2025, and we intend to appoint additional independent directors to assist in the corporate governance process, assessment of our processes relating to our risks and control environment, oversight of our financial reporting, evaluation of our internal and independent audit processes and establishment of a functioning audit committee.

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

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

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

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Changes in Internal Control Over Financial Reporting

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

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the year ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

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October 1, 2022

Balakrishnan B S Muthu

Treasurer, Chief Financial Officer, General Manager and Director

October 17, 2013

February 20, 2016

Chief Operating Officer

Chief Financial Officer

Chief Operating Officer and Director

October 1, 2023

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August 1, 2024

Liang Wai Keen

Corporate Secretary

October 17, 2013

Jack Wong , age 41, has been appointed Chief Executive Officer effective October 1, 2022.

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

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

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

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

The company Mr.

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

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

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

Balakrishnan B S Muthu , age 62, has served our Chief Financial Officer, Treasurer, General Manager and Director since October 17, 2013.

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

He has served as the General Manager of Champmark Sdn.

Bhd., our subsidiary, since December 2007.

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

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

Prior to joining us, Mr.

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

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

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

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

He is also a Chartered Financial Planner (CFP).

Chen Ching , age 64, has served as our Director since February 20, 2016.

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

Ltd., his investment holding company, since 1990.

C&K Holdings.

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

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

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

since August 23, 2013.

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

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

Eric Bava , age 44, is a highly accomplished business leader with a successful track record in various industries.

Prior to joining the Company, Mr.

Bava’s most recent endeavor as Co-Founder & Chief Operations Officer of Plantwise, he leveraged his extensive expertise in manufacturing and distribution to orchestrate seamless operations and elevate the standard of customer service, safeguarding the reputation of Plantwise's product line.

Having excelled as a legal consultant, his entrepreneurial drive and relationship-building skills led him to undertake a bold business endeavor, in 2010, when he established his own wine distribution enterprise.

Here, he adeptly navigated the intricacies of large-scale operations, optimized logistics, and orchestrated strategic marketing and sales campaigns, all guided by a singular mission – maximize profitability while ensuring product quality and customer satisfaction.

In 2013, Bava embarked on a pioneering journey with the inception of King Extracts, a revolutionary cannabis brand rooted in California's medical landscape, later making waves in the burgeoning adult-use market.

At the helm, he exercised comprehensive control over every facet of the business, from operations and manufacturing to distribution and sales.

The brand's extraordinary ascent culminated in an acquisition by a Canadian corporation, solidifying his status as an esteemed luminary in the industry.

Concannon , age 47, has begun his career in his family's business, progressing from entry-level roles to inside and outside sales.

He played a key role in driving substantial growth, leading to the company's acquisition by a major strategic buyer.

As Vice President of Sales, Jeremy led a high-performing team, managed the hiring and onboarding of top sales talent, and developed effective sales strategies.

His leadership consistently delivered year-over-year growth and profitability, positioning the business as an industry leader.

Jeremy is adept at developing and expanding sales teams, building cohesive, motivated groups focused on achieving sales success and company growth objectives.

Liang Wai Keen , age 53, has served as our Corporate Secretary since October 17, 2013.

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

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

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

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

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

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

Employment Agreements

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

Raymond Lee "Buzz" Powell

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

Prior to that, he was CEO of The Wision Project Sdn Bhd, a subsidiary of the Company, since December 2020.

Under his leadership, the division played an instrumental role in the Company’s strategic transition into the carbon sector.

Between October 2013 and March 2020, he founded, developed, and operated Scuba Tiger, a dive resort near Sipadan Island in Sabah, Borneo—one of the world’s premier scuba diving destinations.

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

From July 2008 to July 2013, Mr.

Wong served as Head of Operations – Disney Department at TCT Trading S/B where he led the collaboration with Fun Characters International Pte Ltd., then the master licensee for Disney Consumer Products, Inc.

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

TCT Trading S/B was granted third-party rights to reproduce and use selected Disney characters, materials, and trademarks in connection with the manufacturing, distribution, and sale of Disney consumer products throughout the region.

Wong received his bachelor’s degree in business administration from Wichita State University in 2007.

He also received a certificate in Life Cycle Assessment:

Quantifying Environmental Impacts from the Massachusetts Institute of Technology in 2022.

Sherina Chui , age 49, brings over two decades of financial leadership experience spanning construction, industrial investments, and fast-moving consumer goods (FMCG).

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

From March 2018 to March 2025, she served as a senior financial executive at Singbuild Construction Co., Ltd, a multinational company, where she led key initiatives in corporate restructuring, internal controls, and financial risk management.

During her tenure, she was instrumental in driving financial stability, regulatory compliance, and operational improvements across multiple business units.

Sherina has deep expertise in both International Financial Reporting Standards (IFRS) and U.S.

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

operations, and licenses its technologies globally.

Her strategic financial acumen and operational discipline will help reinforce the Company’s financial framework, ensure SEC compliance, and support long-term growth in an increasingly complex regulatory and market environment.

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

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

Bava has served as our Chief Operating Officer and director since October 2023.

Prior to that, Mr.

Bava served as Co-Founder and Chief Operating Officer of Plantwise from July 2020 to September 2023, where he applied his deep expertise in manufacturing and distribution to streamline operations and elevate customer service standards, preserving the integrity and reputation of the Plantwise product line.

Earlier in his career, Mr.

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

There, he successfully managed large-scale operations, optimized logistics, and led strategic sales and marketing initiatives with a focus on profitability, product quality, and customer satisfaction.

In 2013, he founded King Extracts, an innovative cannabis brand that initially served California’s medical market and later expanded into the adult-use sector.

As founder and CEO, he oversaw all aspects of the business—from manufacturing and operations to distribution and sales.

Under his leadership, King Extracts grew rapidly and was eventually acquired by a Canadian corporation, cementing Mr.

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

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

Concannon , age 48, began his career in his family’s business, where he progressed from entry-level positions to leadership roles in both inside and outside sales.

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

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

From 2012 to 2021, Jeremy served as President of Innovative Packaging Co., where he led a high-performing sales organization, recruited and onboarded top-tier talent, and implemented data-driven sales strategies that consistently delivered year-over-year growth and profitability.

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

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

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

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

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

He began his career at Tesla Solar in Albany, New York in 2016, where he developed a high-conversion passive sales strategy and earned multiple top sales awards.

Since joining Oregon Biochar Solutions in 2018, Mr.

Strahl has played a leading role in advancing the commercialization of biochar-based carbon credits in the United States.

As Vice President of Sales & Marketing, he helped expand the company’s market reach across agriculture, environmental remediation, and sustainable building materials from 2018 to 2023.

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

Most recently, Mr.

Strahl was instrumental in launching the world’s first insured biochar carbon removal credits in partnership with Oka, The Carbon Insurance Company, establishing a new benchmark for transparency and buyer assurance in the voluntary carbon market.

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

Biochar Coalition, a Washington, D.C.-based registered lobbying entity focused on policy advocacy, industry standards, and the promotion of pragmatic, biochar-based climate solutions nationwide.

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

Lawrence University in 2016.

Raymond Lee “Buzz” Powell , age 60, has been a consultant to the Company regarding its national implementation since April 2024 and has been serving as a director since June 2025.

He has worked in asphalt technology, construction, and research for more than 35 years.

Since November 2023, Mr.

Powell has been the Technical Director of the Asphalt Pavement Alliance where he is responsible for guiding research, technical initiatives, and industry collaboration.

Powell has also held various positions at the National Center for Asphalt Technology (NCAT) at Auburn University, of which he has been a member since 1999, including Research Engineer, Assistant Director and Test Track Manager.

Earlier in his career, Dr.

Powell held various engineering roles at the Alabama Department of Transportation and worked as Principal Engineer at REGIS Engineering Solutions, Inc.

Powell received a bachelor’s degree (1990), a master’s degree (1996) and a PhD (2006) in civil engineering from Auburn University.

We believe that Dr.

Powell is well qualified to serve as a member of our board of directors because of his extensive experience in asphalt pavement research, innovation, and industry collaboration.

Family Relationships

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

On September 5th, 2024, former director of Verde Renewables Inc., Mr.

Yau Cho Soo, attempted to deposit an altered Verde Life check into the bank account of former employee Yan Fung without authorization, in violation of company protocols.

The transaction was flagged by HomeBank, and the company immediately halted it.

The check’s date had been altered from December 10th, 2023, to May 10th, 2024, to falsely suggest Mr.

Soo still had signing authority.

Fung were terminated on May 21st, 2024, for conduct detrimental to the company.

On September 11th, 2024, the company, through its attorney, issued a legal letter to Mr.

Soo, notifying him that it is aware of his criminal actions and has issued a final warning before considering legal action.

Delinquent Section 16(a) Reports

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

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended June 30, 2024, and up to the date of this Current Report, our officers, Directors and greater than 10% percent beneficial owners have not filed any reports required by Section 16(a) of the Securities Exchange Act.

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock and other equity securities.

These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that during the fiscal year ended June 30, 2025, all reports applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act, except as set forth below:

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

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

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

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

Raymond Lee Powell filed a late Form 3.

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

Code of Ethics

We have adopted a corporate code of ethics.

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

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

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Louis, Missouri 63105.

Insider Trading Policy

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

A copy of our Insider Trading Policy is filed herewith as Exhibit 19.1 and is incorporated by reference herein.

Board Committees

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

The Board held no formal meetings during the year ended June 30, 2024.

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

Raymond Lee Powell and Karl Strahl.

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

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

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

Audit Committee

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

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

Audit Committee Financial Expert

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

Executive Compensation.

Compensation Philosophy and Objectives

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

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

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

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

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

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

Process for Setting Executive Compensation

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

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

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

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

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

The Board provides an evaluation for the Chief Executive Officer.

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

Our Compensation Peer Group

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

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

Program Components

Our executive compensation program consists of the following elements:

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

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

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

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

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

Discretionary Bonus

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

Summary Compensation Table

The following summary compensation table sets forth the aggregate compensation we paid or accrued during the fiscal years ended June 30, 2024 and 2023 to (i) our Chief Executive Officer (principal executive officer), (ii) our Chief Financial Officer (principal financial officer), (iii) our three most highly compensated executive officers other than the principal executive officer and the principal financial officer who were serving as executive officers on June 30, 2023, whose total compensation was in excess of $100,000, and (iv) up to two additional individuals who would have been within the two-other-most-highly compensated but were not serving as executive officers on June 30, 2023.

The following summary compensation table sets forth the aggregate compensation we paid or accrued during the fiscal years ended June 30, 2025 and 2024 to our named executive officers.

SUMMARY COMPENSATION TABLE

6 unchanged sentences

Jack Wong (1)

Chief Executive Officer, and Director

President, Chief Executive Officer, and Director

Balakrishnan B S Muthu (2)

Treasurer, Chief Financial Officer, General Manager, and Director

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

CEO, and Director

President, CEO, and Director

Eric Bava (2)

COO, and Director

Concannon (3)

Chief Growth Officer

______________

4 unchanged sentences

Wong was paid a total salary of $357,075 and $287,650 for the years ended June 30, 2025, and 2024 respectively.

Balakrishnan B.S.

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

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

By resolution of the Board, Balakrishnan B S Muthu was appointed Chairman of the Board to replace Joesph Ambrose Lee effective June 18, 2024.

Balakrishnan was paid a total salary of $0 and $41,838 for the years ended June 30, 2024, and 2023 respectively.

Craven was paid a total salary of $0 and $26,010 for the years ended June 30, 2024, and 2023 and resigned as Director on March 30, 2023.

Narrative disclosure to Summary Compensation Table.

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

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

Equity Awards

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

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

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

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

any option or equity grant;

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

any nonqualified deferred compensation plans including nonqualified defined contribution plans;

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

Compensation of Directors

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

Pension, Retirement or Similar Benefit Plans

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

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

Although the Company previously agreed to provide Mr.

Wong with employee stock options, no stock options were granted to him during fiscal year 2025 or fiscal year 2024.

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

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

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

Bava was appointed as a member of the Board effective December 26, 2024.

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

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

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

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

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

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

See the section entitled “Employment Agreements” below for additional details.

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

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

On August 30, 2024, the Company issued 1,350,000 of the Company’s restricted shares of Common Stock to Mr.

Concanon, as part of the compensation package in the Concannon Agreement (described below) that the Company entered into with Mr.

Concanon on July 31, 2024.

The fair value of the first 1,350,000 shares was $365,175, calculated based on stock price of $0.2705 per share on August 30, 2024 (date of final board approval and grant date), and is being amortized over the requisite service period.

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

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

Concannon on August 31, 2025, under the terms of his services agreement (discussed below), has not been issued as of the date of this Annual Report.

Employment Agreements

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

Jack Wong (the “Wong Offer Letter”) to serve as the Company’s Chief Executive Officer and President, beginning on October 1, 2022 for a period of five years, subject to further extension by the Company.

We agreed to pay Mr.

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

Wong with the use of an executive vehicle, employee stock options, and reimbursement of all expenses incurred by Mr.

Wong while performing work for the Company.

The Wong Offer Letter further provides for Mr.

Wong to be entitled to personal accident and medical insurance and thirty days of annual leave after one full year of service to the Company, and subjects Mr.

Wong to confidentiality and non-compete covenants.

Either the Company or Mr.

Wong may terminate the agreement upon three months' prior written notice or three months' pay in lieu of notice.

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

Sherina Chui (the “Chui Agreement”) to serve as the Company’s Chief Financial Officer, beginning on May 1, 2025.

We agreed to pay Ms.

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

As an independent contractor, Ms.

Chui is solely responsible for all federal, state, and local taxes and any applicable insurance or retirement contributions.

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

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

Chui and the Company.

Upon expiration, Ms.

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

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

Eric Bava (the “Bava Agreement”) to serve as the Company’s Chief Operating Officer, beginning on the same date.

We agreed to pay Mr.

Bava an initial annual base salary of $120,000, payable monthly, and subject to increase in accordance with the following schedule:

Annual Base Salary

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

October 2023—June 2024

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

July 2024—March 2025

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

April 2025—March 2026

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

April 2026—October 2027

Bava is additionally eligible to receive additional annual compensation in the form of 670,000 shares of our Common Stock, subject to approval by the Company’s Board, as well as fifteen days of annual leave beginning after once a full year of service to the Company has been completed.

The Bava Agreement further provides that Mr.

Bava may take up other forms of employment during the term of the Bava Agreement, provided that such other employment is not involved in any commercial interests or businesses that may constitute a conflict of interest with his employment by the Company.

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

Bava and the Company.

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

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

Bava (the “Bava Addendum”), effective as of October 1, 2024.

Under the terms of the Bava Addendum, Mr.

Bava’s equity compensation was adjusted from the issuance of 670,000 shares of our Common Stock annually to the issuance of $60,000 worth of shares of our Common Stock annually, with the number of shares to be determined based upon the fair market value of our Common Stock on the grant date each year.

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

Concannon (the “Concannon Agreement”) to serve as the Company’s Chief Growth Officer, beginning on the August 1, 2024.

We agreed to pay Mr.

Concannon an annual base salary of $60,000, payable monthly, as well as to reimburse Mr.

Concannon for any reasonable travel expenses incurred in the course of his service to the Company, subject to prior written approval.

The Concannon Agreement further provides that Mr.

Concannon may take up other forms of employment during the term of the Concannon Agreement, provided that such other employment is not involved in any commercial interests or businesses that may constitute a conflict of interest with his employment by the Company.

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

Concannon and the Company.

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

The Concannon Agreement was terminated by mutual agreement between the parties on August 31, 2025.

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

Concannon (the “Second Concannon Agreement”) related to his service as the Company’s Chief Growth Officer.

In exchange for the services provided under the Second Concannon Agreement, we agreed to issue Mr.

Concannon three tranches of 1,350,000 shares of our Common Stock each, with the first tranche issued on August 31, 2024, the second tranche on August 31, 2025, and the final tranche on August 31, 2026.

The Second Concannon Agreement further provides that Mr.

Concannon is prohibited from engaging in any commercial interests or businesses that may constitute a conflict of interest or be detrimental to our interests, and that Mr.

Concannon shall be entitled to reimbursement of reasonable travel expenses.

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

Concannon and the Company.

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

On September 27, 2024, the Company and Mr.

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

Equity Incentive Plans

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

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

Compensation Risk Management

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

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

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

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

The risk-mitigating factors considered in this assessment included:

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

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

Compensation Committee Interlocks and Insider Participation

We do not currently have a compensation committee and, for the year ended June 30, 2024, the compensation, if any, of our executive officers was recommended by our Chief Executive Officer and Chairman and such recommendations were approved by our Board of Directors.

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

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

Compensation Committee Report

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

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

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

Submitted by members of the Board of Directors:

Balakrishnan B.

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

Director Compensation

The following table sets forth the aggregate compensation paid to our non-employee director for the fiscal years ended June 30, 2025 and 2024.

Name and Principal Position

Fees earned or paid in cash

Incentive Plan

Karl Strahl(1)

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

On June 1, 2025, the Company issued 350,000 of the Company’s restricted shares of Common Stock to Karl Strahl, as part of the compensation package in the Director Appointment Agreement that the Company entered into with Karl Strahl on May 1, 2025.

The fair value of 350,000 shares was $33,110 which was calculated based on stock price of $0.0946 per share on June 1, 2025 (date of final board approval and grant date), and is being amortized over the requisite service period from May 1, 2025 to April 30, 2026.

During the year ended June 30, 2025, the Company charged $5,534 to selling, general and administrative expenses as Director’s fee.

Director Compensation Agreements

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

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

Strahl for his service as a member of our Board.

We agreed to pay Mr.

Strahl pro-rated annual compensation of $35,000 payable in shares of our Common Stock, with such issuance to occur within 60 days of May 1, 2025.

Raymond Powell

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

Powell on April 20, 2024(the “Powell Agreement”), pursuant to which Dr.

Powell provides technical guidance on the development, validation, and large-scale implementation of our biochar-integrated asphalt technologies, helping our innovations meet rigorous performance and sustainability standards.

Under the Powell Agreement, Dr.

Powell receives compensation for the services provided in the form of shares of our Common Stock, to be issued in three tranches of one million shares each, with the first tranche issued on July 31, 2024, the second tranche on October 31, 2025, and the final tranche on October 31, 2026.

The Powell Agreement additionally provides for reimbursement of certain travel expenses and a minimum time commitment of 32 hours per month to fulfill the agreed to services.

The Powell Agreement terminates on the earlier of sixty (60) days’ advanced notice by either party and April 30, 2027, and additionally contains customary provisions regarding non-competition and non-disclosure.

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

Outstanding Awards Fiscal Year End

Compensation Recovery Policy

On October 23, 2025, our Board of Directors adopted a policy (commonly known as a “clawback” policy) which provides for the recovery of erroneously awarded incentive compensation to certain of our officers in the event that we are required to prepare an accounting restatement due to material noncompliance by us with any financial reporting requirements under the federal securities laws.

This policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended, related rules and the listing standards of Nasdaq Stock Market or any other securities exchange on which our shares are listed in the future.

The policy is administered by Board of Directors or, if so designated by the Board of Directors, a committee thereof.

Any determinations made by the shall be final and binding on all affected individuals.

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

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

We do not have a written policy regarding the timing of equity awards, but we do not grant equity awards in anticipation of the release of material nonpublic information, nor do we time the release of material nonpublic information based on equity award grant dates.

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

The following table sets forth, as of September 13, 2024, certain information with respect to the beneficial ownership of our Common shares by each shareholder known by us to be the beneficial owner of more than 5% of our Common shares, as well as by each of our current directors and executive officers as a group.

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

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

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

Holders of Common Stock are entitled to one vote per share.

The following table sets forth information with respect to the beneficial ownership of our Common Stock as of October 20, 2025:

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

each executive officer and director of the Company;

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

Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security, including securities that are exercisable or convertible, as the case may be, within 60 days of October 20, 2025.

Shares of Common Stock issuable pursuant to such securities are deemed outstanding for computing the percentage of the person holding such securities and the percentage of any group of which the person is a member but are not deemed outstanding for computing the percentage of any other person.

Except as indicated by the footnotes below, the combined Company believes, based on the information furnished to it, that the persons named in the table below have sole voting and investment power with respect to all shares of Common Stock shown that they beneficially own, subject to community property laws where applicable.

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

Shares Beneficially Owned

Name and Address of Beneficial Owner (1)

Amount and Nature of

Beneficial Ownership

Percentage of

Directors and officers

Jack Wong (2)

5,237,139 common shares

Direct ownership

130,928,478 common shares

Indirect ownership through

Borneo Resources Limited

Balakrishnan B.S.

7,095,233 common shares

Direct ownership

500,000 common shares

Indirect ownership through

Banavees Resources

Chen Ching (2)

12,341,608 common shares

Direct ownership

Eric Bava (3)

670,000 common shares

Direct ownership

Concannon (4)

3,845,011 common shares

Direct ownership

Directors and Executive Officers as a Group (4)

160,617,469 common shares

Karl Strahl (5)

Raymond Lee Powell(6)

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

5% or greater shareholders

BW Capital Ventures LLC (7)

Taipan International Limited (8)

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

87000 MALAYSIA

392,785,434 common shares

Direct ownership

Borneo Oil Berhad (9)

1ST & 2ND FLOOR , VICTORIA POINT JALAN OKK AWANG BESAR W.P.

LABUAN 87007, MALAYSIA

168,775,944 common shares

Direct ownership

Borneo Resources Limited

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

87000, MALAYSIA

130,928,478 common shares

Direct ownership

Internet.com Ltd

SUITE 4703, CENTRAL PLAZA, 18 HARBOUR ROAD, WANCHAI, HONG KONG

70,343,443 common shares

Direct ownership

* Less than 1%.

_____________

Applicable percentage ownership is based on 1,240,374,345 shares of Common Stock outstanding as of September 13, 2024.

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

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.

Jack Wong, our Chief Executive Officer and a Director, Balakrishnan B S Muthu, our Chief Financial Officer and a Director, Chen Ching, our director， Eric Bava, our Chief Operating Officer and Jeremy P.

Concannon, our Chief Growth Officer have not filed their respective Forms 3.

These Shareholders expect to file the forms in the near future.

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

Louis, Missouri, 63105.

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

Wong additionally has shared voting and dispositive power over the shares of our Common Stock owned by BW Capital Ventures LLC, an entity in which he owns a 65.25% equity interest.

Wong disclaims beneficial ownership of the shares of our Common Stock owned by BW Capital Ventures LLC, other than to the extent he holds a pecuniary interest therein.

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

Bava additionally has shared voting and dispositive power over the shares of our Common Stock owned by BW Capital Ventures LLC, an entity in which he owns a 34.75% equity interest.

Bava disclaims beneficial ownership of the shares of our Common Stock owned by BW Capital Ventures LLC, other than to the extent he holds a pecuniary interest therein.

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

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

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

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

Wong and 34.75% by Mr.

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

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

Its address is Level 1, Lot 7, Block F, Sauking Commercial Building, Jalan Patau-Patau Labuan F.T.

87000, Malaysia.

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

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

Its address is 1st & 2nd Floor, Victoria Point Jalan Okk Awang Besar W.P.

Labuan 87007, Malaysia.

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

Securities Authorized for Issuance Under Equity Compensation Plans

Certain Relationships and Related Transactions, and Director Independence.

Wong and Balakrishnan, two of our three Directors, are not independent Directors as they also serve as our executive officers.

Chen, one of our three Directors, is an independent Director as he does not hold any position as an executive officer.

Director Independence

Of our directors, we have determined that Dr.

Raymond Lee Powell is an “independent” director under the Nasdaq listing standards, while Jack Wong, Eric Bava, and Karl Strahl are not independent under such standards.

Transactions with Related Persons

Except as set forth below, there are no transactions during our two most recent fiscal years ended June 30, 2025, and 2024, or any currently proposed transaction, in which our Company was or to be participant and the amount exceeds the lesser of $120,000 or one percent of the average of our Company’s total assets at year end for our last two completed years, and in which any of our Directors, officers or principal stockholders, or any other related person as defined in Item 404 of Regulation S-K, had or have any direct or indirect material interest.

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Related party transactions:

Borneo Eco Food Sdn Bhd (#1)

SB Resorts Sdn Bhd (#2)

Rental income:

Sale of property:

Jack Wong (#1)

Site expenses:

Warisan Khidmat Sdn Bhd (#4)

Professional services provided by:

Warisan Khidmat Sdn Bhd (#4)

Interest expense paid to:

Rental expense paid to:

SB Resorts Sdn Bhd (#2)

Settlement of debt by shares

Related party balances:

Advanced from related parties

Borneo Oil Berhad (“BOB”) (#1)

Borneo Energy Sdn Bhd (#1)

Taipan International Limited (#5)

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)

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)

Amount due to director

Jack Wong (#1)

Promissory notes issued to related party

(#1) Borneo Oil Berhad (“BOB”) is ultimate holding company of Borneo Eco Food Sdn.

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 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.

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.

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.

(#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.

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

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

This represents sale of the property located at 1138 Wildhorse Parkway Drive, Chesterfield, Missouri 63005 (“Property”) owned by Verde Renewables Inc (“VRI”), for a current market value of $857,500.

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

(#2) Borneo Oil Corporation Sdn.

(“BOC”) is a wholly owned subsidiary of Borneo Oil Berhad (“BOB”) (holding 13.4% of the Company’s issued and outstanding Common Stock as of June 30, 2025).

On March 13, 2023, the Company and its former indirect wholly-owned subsidiary Champmark Sdn Bhd (“CSB”) entered into a Settlement of Debts Agreement (the “SDA Agreement”) for the settlement in full of CSB’s account payable to a related party, BOC by way of the issuance of a two year term promissory note with the principal amount of $675,888, and bearing 2% coupon interest.

This promissory note was repayable by May 12, 2025, either in cash or by the issuance of the Company’s restricted Common Stock at a price of $0.07 per share at the discretion of the holder.

A total of 9,655,542 shares of the Company’s restricted Common Stock were issued on August 16, 2024, to BOB, the appointed nominee of the creditor, to settle in full the total of $675,888 of CSB’s account payable to the creditor.

Policy Regarding Related Party Transactions

All future transactions between us and our officers, directors or five percent stockholders, and respective affiliates will be on terms no less favorable than could be obtained from unaffiliated third parties and will be approved by a majority of our independent directors who do not have an interest in the transactions and who had access, at our expense, to our legal counsel or independent legal counsel.

As a general rule, conducting corporate business with a relative or significant other, or with a business in which a relative or significant other is associated in any significant role, should be avoided.

Relatives include spouse, sister, brother, daughter, son, mother, father, grandparents, aunts, uncles, nieces, nephews, cousins, step relationships, and in-laws.

Significant others include persons living in a spousal (including same sex) or familial fashion with an employee.

We must report all such material related party transactions under applicable accounting rules, federal securities laws, SEC rules and regulations, and securities market rules.

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

Indemnification Under Articles of Incorporation and Bylaws

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

We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act.

Principal Accounting Fees and Services.

12 unchanged sentences

Exhibits, Financial Statement Schedules

In reviewing the agreements included as exhibits to this Form 10-K, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements.

The agreements may contain representations and warranties by each of the parties to the applicable agreement.

These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors;

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

Additional information about the Company may be found elsewhere in this Form 10-K and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

Consolidated Financial Statements

Our financial statements and the notes thereto, together with the report of our independent registered public accounting firm on those financial statements, are hereby filed as part of this Annual Report beginning on page F-1.

Financial Statement Schedules

All financial statement schedules have been omitted since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto.

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

Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

The following exhibits are included as part of this report:

Reference No.

Articles of Incorporation of Registrant (1)

By-Laws of Registrant (2)

Code of Ethics (3)

Exhibit Description

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

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

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

Amended Articles of Incorporation of the Registrant.

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

Description of Securities

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

and Ergon Asphalt & Emulsions, Inc.

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

Joint Development Agreement between Verde Resources, Inc.

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

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

and C-Twelve Pty Ltd.

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

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

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

and AUM Media Inc.

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

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

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

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

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

Promissory Note of Verde Resources, Inc.

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

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

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

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

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

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

Nam Tran and Dr.

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

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

and Donald R.

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

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

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

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

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

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

and Eric Joseph Brava

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

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

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

and Jeremy P.

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

and Jeremy P.

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

and Sherina Chui.

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

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

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

Code of Business Conduct and Ethics

Insider Trading Policies and Procedures

List of Subsidiaries

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

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

Rule 1350 Certification of Chief Executive Officer

Rule 1350 Certification of Chief Financial Officer

XBRL Instance

XBRL Taxonomy Extension Schema

XBRL Taxonomy Extension Calculations

XBRL Taxonomy Extension Definitions

XBRL Taxonomy Extension Labels

XBRL Taxonomy Extension Presentation

Section 1350 Certification of the Principal Executive Officer

Section 1350 Certification of the Principal Financial Officer

Executive Compensation Clawback Policy

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File

_____________

Filed with the Securities and Exchange Commission on December 2, 2010 as an exhibit, numbered as indicated above, to the Registrant’s registration statement on Form S-1 (file no.

333-17093 5), which exhibit is incorporated herein by reference.

Filed with the Securities and Exchange Commission on July 19, 2011 as an exhibit, numbered as indicated above, to the Registrant’s Form 8-K (file no.

333-170935), which exhibit is incorporated herein by reference.

Filed with the Securities and Exchange Commission on September 28, 2011 as an exhibit, numbered as indicated above, to the Registrant’s Form 10-K (file no.

333-170935), which exhibit is incorporated herein by reference.

XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

* Filed herewith.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

** Furnished and not filed herewith.

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

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

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

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

Form 10-K Summary

Not applicable.

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this 23 rd day of October, 2025.

VERDE RESOURCES, INC.

October 16, 2024

/s/ Jack Wong

Chief Executive Officer and Director

Chief Executive Officer

(Principal Executive Officer)

/s/ Sherina Chui

Chief Financial Officer

(Principal Financial and Accounting Officer)

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

/s/ Jack Wong

Chief Executive Officer and Director

October 23, 2025

/s/ Balakrishnan B S Muthu

Balakrishnan B S Muthu

Chief Financial Officer and Director

(principal executive officer)

/s/ Sherina Chui

Chief Financial Officer

October 23, 2025

/s/ Chen Ching

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

(principal financial and accounting officer)

/s/ Eric Bava

October 23, 2025

/s/ Jack Wong

Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Karl Strahl

October 23, 2025

/s/ Balakrishnan B S Muthu

Balakrishnan B S Muthu

Chief Financial Officer, Treasurer,

General Manager and Director

(Principal Financial Officer)

/s/ Raymond Lee Powell

October 23, 2025

Raymond Lee Powell

VERDE RESOURCES, INC.

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2025 AND 2024

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

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Cash Flows

Consolidated Statements of Changes in Stockholders’ Equity

Notes to Consolidated Financial Statements

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

The Board of Directors and Stockholders of

VERDE RESOURCES, INC.

Opinion on the Financial Statement

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

and its subsidiaries (the ‘Company’) as of June 30, 2025 and 2024, and the related consolidated statement of operations and comprehensive income, stockholders’ equity and cash flows for the years ended June 30, 2025 and 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for the years ended June 30, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

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

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

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

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

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current year audit of the financial statements that were communicated or are required to be communicated to the audit committee, or in their absence, the directors, and that:

(1) relate to accounts or disclosures that are material to the financial statements, and (2) involved especially challenging, subjective, or complex judgements.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Impairment Assessment of Intellectual Properties

As described in Note 8 to the consolidated financial statements, the intangible assets comprise intellectual properties acquired from third parties and were measured initially at fair value.

The intellectual properties are classified as indefinite-lived intangible assets and are not being amortized.

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

As disclosed in Note 8 to the financial statements, management performed a qualitative assessment to determine whether it is more likely than not that the intangible asset is impaired.

This assessment considered various factors including macroeconomic conditions, industry and market trends, cost factors, overall financial performance, legal and regulatory environment factors and relevant internal reporting and management’s plans.

We identified the qualitative impairment assessment of the intellectual properties as a critical audit matter due to the subjective nature of management’s assumptions, the complexity of evaluating multiple qualitative factors, and the materiality of the asset to the financial statements.

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

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

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

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

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

Critically evaluated management’s assessment on a high level for their rationale and justification of the assumptions used and agreed these with external public data and signed agreements, where applicable;

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

Obtained the internal forecasts prepared by management for the future direction of the Company and obtained an understanding of how the forecast indirectly related to the future use of the intellectual properties;

Reviewed the internal forecasts prepared by management including evaluation of the reasonableness of the assumptions used and agreed the key inputs to supporting documents;

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

Tested the mathematical accuracy of the internal forecasts prepared by management;

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

/s/ J&S Associate PLT

Certified Public Accountants

We have served as the Company’s auditor since 2022.

Kuala Lumpur, Malaysia

October 23, 2025

VERDE RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS

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

As of June 30,

(Re-presented)

Current asset:

Cash and cash equivalents

Deposits with banks

Accounts receivable

Amounts due from related party

Prepaid share-based compensation- nonemployees

Other receivables and deposits

Assets held for sale

Total current assets

Non-current assets:

Property, plant and equipment, net

Right of use assets, net

Intangible assets

Security deposit

Prepaid share-based compensation- nonemployees

Total non-current assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

Other payables

Deposit and accrued liabilities

Accrued share-based compensation for nonemployee

Accrued share-based compensation for employee

Finance lease liabilities

Finance lease liabilities – assets held for sale

Current portion of operating lease liabilities

Promissory notes to related party

Amount due to a director

Amounts due to related parties

Total current liabilities

Non-current liabilities:

Finance lease liabilities

Operating lease liabilities, net of current portion

Total non-current liabilities

TOTAL LIABILITIES

Commitments and contingencies

STOCKHOLDERS’ EQUITY

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

Common stock, $ 0.001 par value;

10,000,000,000 shares authorized;

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

Additional paid-in capital

Accumulated other comprehensive income

Accumulated deficit

( 18,263,181 )

( 13,480,204 )

Non-controlling interest

Stockholders’ equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

See accompanying notes to consolidated financial statements.

VERDE RESOURCES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

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

Years ended June 30,

(Re-presented)

Cost of revenue

Operating expenses:

Selling, general and administrative expenses

( 5,889,024 )

( 2,882,376 )

Other operating expenses

Total operating expenses

( 6,103,434 )

( 3,119,423 )

LOSS FROM OPERATION

( 6,022,021 )

( 3,085,817 )

Other (expense) income:

Interest expense

Rental income

Gain from insurance claims

Unrealized foreign exchange gain

Gain on disposal of property, plant and equipment

Interest income

Total other income (expense), net

LOSS BEFORE INCOME TAXES

( 4,783,013 )

( 3,187,662 )

Income tax expense

( 4,783,013 )

( 3,187,774 )

Net loss attributable to non-controlling interest

Net loss attributable to Verde Resources Inc., shareholders

( 4,782,977 )

( 3,187,774 )

$ ( 4,783,013 )

$ ( 3,187,774 )

Other comprehensive income (loss):

- Foreign currency adjustment (expense) income

COMPREHENSIVE LOSS

$ ( 4,871,916 )

$ ( 3,180,488 )

Net loss per share

Weighted average common shares outstanding (restated)

1,237,480,587

1,185,900,492

1,237,480,587

1,185,900,492

See accompanying notes to consolidated financial statements.

VERDE RESOURCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

Years ended June 30,

Cash flows from operating activities:

$ ( 4,783,013 )

$ ( 3,187,774 )

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

Depreciation of property, plant and equipment

Stock-based compensation-nonemployee

Stock-based compensation-employee

Stock-based compensation-director

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

Operating lease expense

Deposit paid for acquisition of subsidiary written off

Impairment on accounts receivable

Impairment on other receivables

Impairment on property, plant and equipment

Impairment on advance to supplier

Impairment on assets held for sale

Write down of inventories

Unrealized foreign exchange gain

Gain from insurance claim

Loss on disposal of asset held for sale

Gain on disposal of property, plant and equipment

Inventories written off

Property, plant and equipment written off

Change in operating assets and liabilities:

Accounts receivable

Other receivables and deposits

Accounts payables

Accrued liabilities and other payables

Advanced from director

Advanced from/to related parties

Repayment of operating lease liabilities

Net cash used in operating activities

( 3,410,771 )

( 2,087,990 )

Cash flows from investing activities:

Proceeds from disposal of assets held for sale

Proceeds from disposal of property, plant and equipment

Proceeds from insurance recoveries

Withdrawal of deposit with bank

Placement of deposit with bank

( 2,000,000 )

Purchase of property, plant and equipment

Net cash provided by (used in) investing activities

( 2,016,646 )

Cash flows from financing activities:

Repayment to lease liabilities

Proceeds of bank loan

Repayment of bank loan

Advanced from other payables

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

Refund from cancellation of common stock

Net cash provided by financing activities

Net change in cash and cash equivalent

Foreign currency translation adjustment

Net change in cash and cash equivalents

CASH AND CASH EQUIVALENTS, AT BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS, AT END OF YEAR

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for income taxes

Cash paid for interest

SUPPLEMENTAL NONCASH DISCLOSURE:

Share issuance for employee compensation

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

See accompanying notes to consolidated financial statements.

VERDE RESOURCES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

(Re-presented)

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

comprehensive

stockholders’

income (loss)

Balance as of July 1, 2023

1,176,200,278

$ ( 10,292,430 )

Shares issued to service provider

Shares issued for private placement

Cancellation of non-vested shares

Net loss for the year

( 3,187,774 )

Foreign currency translation adjustment

Balance as of June 30, 2024

1,221,346,586

$ ( 13,480,204 )

Balance as of July 1, 2024

1,221,346,586

$ ( 13,480,204 )

Share issued for private placement

Shares issued to service provider

Shares issued to employee, vested portion

Shares issued for as settlement of promissory notes

Shares cancelled

Shares issued to director, vested portion

Net loss for the period

( 4,782,977 )

( 4,783,013 )

Foreign currency translation adjustment

Balance as of June 30, 2025

1,262,680,891

$ ( 160,809 )

$ ( 18,263,181 )

See accompanying notes to consolidated financial statements.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND

Verde Resources, Inc.

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

The Company is a road construction and building materials company offering proprietary, environmentally sustainable materials, with the goal to drive innovations that enhance sustainability and advance environmental stewardship.

By integrating biochar, a highly effective carbon sequester and performance enhancer, the Company intends to facilitate the industry’s transition to zero emissions.

The Company believes its approach reduces greenhouse gas (“GHG”) emissions, optimizes the use of native soils and recycled materials, speeds installation, and improves efficiency while cutting costs.

Since June 2023 the Company’s strategic focus has been on testing the Company’s biochar asphalt technology through the Company’s subsidiary, Verde Renewables Inc., at the National Center for Asphalt Technology (NCAT) test track.

This endeavor with NCAT is rigorously testing the Company’s innovative biochar asphalt technology, which is intended to provide superior performance, environmental sustainability, and the generation of carbon removal and avoidance credits.

In December 2024, Verde Resources, in collaboration with C-Twelve, successfully demonstrated its pioneering biochar-asphalt technology at the NCAT test track in Auburn, Alabama.

The project showcased the ability to retrofit an existing asphalt plant to produce cold-mix biochar asphalt under winter conditions without the use of heat, solvents, or odors, resulting in an estimated 50% increase in installation efficiency compared to conventional methods.

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

This achievement marked what the Company believes to be the world’s first carbon removal credits generated through asphalt production and installation.

The credits, issued and sold in April 2025, were pre-purchased by one of the world’s largest financial institutions focused on Carbon Dioxide Removals (CDRs).

The Company refers to this integrated model of combining low-carbon materials, operational efficiency, and verified carbon removal credit generation as the “Verde Net Zero Blueprint.”

In July 2025 the Company received early validation based on performance results from NCAT which demonstrated consistent durability, particularly under low-volume roadway conditions.

Further in September 2025, NCAT’s latest evaluation of Verde’s cold recycling mix using 100% reclaimed asphalt pavement (“RAP”) from laboratory testing demonstrated that Verde’s cold-recycled mix not only meets but exceeds industry specifications for cold-recycled asphalt.

Results showed superior cohesion, high tensile strength ratio (“TSR”), and retained stability compared to standard cold mix benchmarks, validating its strength, durability, and moisture resistance.

Puro.earth, the crediting platform for durable carbon removal, has officially registered the Company as a Carbon Removal Credit supplier as part of its Accelerate program.

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

The Company’s endeavors are positioned to potentially create additional revenue opportunities through the generation of carbon removal credits (CORCs).

The Company believes that the generation of CORCs and the demand for CORCs incentivizes the broader adoption of climate technologies and enables the Company to supply these credits to companies seeking to offset their carbon footprint in pursuit of net-zero objectives.

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

The Company’s current priority is the successful commercialization of its technology in North America, and if that commercialization is successful, the Company intends to introduce the same blueprint in Malaysia.

Ongoing discussions with PLUS Malaysia, the country’s largest highway operator, signal a growing demand for biochar in the region.

This demand, coupled with the certification, could enable the BioFraction™ plant to secure a reliable client, ensuring the resumption of normal operations in Malaysia with the potential for significant scale-up over time.

During the years ended June 30, 2025, and 2024, the Company achieved the following major milestones on its path to commercialization of its biochar-asphalt technology and achieving “net-zero”:

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

On June 27, 2024, the Company entered into an agreement with The National Center for Asphalt Technology at Auburn University ("NCAT") to undertake a 3-year Performance Testing Project titled “Structural Capacity of Sustainable Pavement” (the “Project”).

The Project, led by Dr.

Nam Tran, Associate Director and Research Professor at NCAT, involved a comprehensive performance testing on the NCAT Test Track in Opelika, Alabama.

This facility, sponsored by various state Departments of Transportation (DOTs) and in partnership with the Minnesota Road Research Facility (MnROAD), is dedicated to advancing sustainable pavement technologies.

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

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

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

(“NPI”) to formalize the collaboration on the NCAT Project referred to above Test Track Project (the “Project”) and explore subsequent business opportunities arising from the successful completion of the Project.

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

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

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

Upon the successful completion of the Project, the Company and NPI intend to continue the collaboration on future initiatives, including soil stabilization and material development, carbon removal credits, certification and compliance, and exclusive rights to distributing TerraZyme.

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

(“VerdePlus”), a Missouri corporation in partnership with Nature Plus Inc.

(“NPI”) for the purpose of conducting business on the production of low-carbon building materials by integrating the Company’s expertise with the innovative stabilization enzyme TerraZyme, an intellectual property of NPI to be injected into VerdePlus.

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

On October 18, 2024, the Company entered into a binding Term Sheet with C-Twelve Pty Ltd (“C-Twelve”), a corporation incorporated in Western Australia, granting the Company (i) an exclusive license to utilize its proprietary binder and biochar asphalt mixed designs (the “Licensed Technology”) for the production and commercialization of asphalt surfacing-related products (the “End Products”) within the United States of America and (ii) the first right of refusal to extend the exclusive licensing of the Licensed Technology to other countries and territories subject to terms and conditions to be mutually agreed upon.

Subsequently on May 19, 2025, the Company and C-Twelve entered into a definitive agreement, namely the Joint Development Agreement (“C-Twelve Agreement”) which provides for a 10 year license commencing May 19, 2025.

On October 10, 2025, Verde Renewables entered into a license agreement with Ergon, pursuant to which the Company granted an exclusive, non-transferable license to use, manufacture, commercialize, market, sell and distribute any product that contains or is manufactured or formed by Ergon using Verde V24 in the United States, Canada, and Mexico, in exchange for Ergon agreeing to purchase Verde V24 at a fixed price (which is inclusive of all fees associated with the license, but subject to consumer price index adjustments) for use in Ergon’s asphalt road materials products.

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

Place of incorporation

Principal activities and place of operation

Effective interest held

Verde Resources Asia Pacific Limited (“VRAP”)

British Virgin Islands

Investment holding

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

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

Verde Renewables, Inc.

State of Missouri, U.S.A.

Trading of building materials and management of a processing and packaging facility

VerdePlus Inc.

(“VerdePlus”) *

State of Missouri, U.S.A .

Production of low-carbon building materials

Verde Life Inc.

State of Oregon, U.S.A .

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

The Wision Project Sdn Bhd (“Wision”)

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

Verde Estates LLC (“VEL”)

State of Missouri, U.S.A.

Holding real property

Bio Resources Limited (“BRL”)

Labuan, Malaysia

Proprietor of pyrolysis technology

* On October 16, 2024, a new subsidiary, VerdePlus, Inc was incorporated in the State of Missouri, USA with an equity interest of 55%.

Unless context indicates otherwise, Verde Resources, Inc.

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

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.

Basis of Presentation

These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

Use of Estimates and Assumptions

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, share based compensation, 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

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

and its subsidiaries.

All significant inter-company balances and transactions within the Company and its subsidiaries have been eliminated upon consolidation.

The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations .

The guidance requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair market values at the acquisition date.

Segment Reporting

Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that the Company has three reportable business segments.

Sales and operating income as the primary measures of segment profit or loss to assess performance and make resource allocation decisions.

The CODM assesses these metrics and compares actuals to budgeted and forecasted values to evaluate segment operating performance and allocate resources to the operating segments.

Expenses related to certain centralized administration or executive functions that are not specifically related to an operating segment are included in Corporate Unallocated.

Concentration of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents, deposit with banks and accounts receivable.

The Company places its cash and cash equivalents and bank deposits with financial institutions of high credit worthiness.

At times, its cash and cash equivalents and bank deposits with a particular financial institution may exceed any applicable government insurance limits.

The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Risks and Uncertainties

The Company newly operates in the supply of net zero road constructions and building materials are subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with a production operation for renewable commodities, including the potential risk of business failure.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and represent cash in banks, money market funds, which are readily convertible to known amounts of cash and that mature within three months or less from the date of purchase, which, in the opinion of management, are subject to an insignificant risk of loss in value.

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

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

Deposits with Banks

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.

Accounts Receivables

Accounts receivables are recognized and carried at amortized cost.

The Company maintains an allowance for expected credit loss to provide for the estimated number of receivables that will not be collected.

The Company considers several factors in its estimate of the allowance, including knowledge of a client’s financial condition, its historical collection experience, and other factors relevant to assessing the collectability of such receivables.

Bad debts are written off against allowances.

An allowance for doubtful accounts will be recorded in the period when a loss is probable based on an assessment of specific evidence indicating troubled collection, historical experience, accounts aging, ongoing business relation and other factors.

Accounts are written off after exhaustive efforts at collection.

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

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

At June 30, 2025 and 2024, the allowance for expected credit loss for accounts receivables amounted to $ 0 and $ 27,481 respectively, and for other receivables amounted to $ 33,939 and $ 29,842 respectively.

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.

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, 2025, and 2024, the write down of inventories amounted to $ 0 and $ 15,587 respectively, and inventories written off amounted to $ 0 and $ 5,978 respectively.

Property, Plant and Equipment

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

Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

Expected useful life

Land and buildings

3 - 27.5 years

Plant and machinery

Office equipment

Motor vehicles

Furniture and fittings

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

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

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

The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of income and other comprehensive income in other income or expenses.

Depreciation expense for the years ended June 30, 2025 and 2024 totaled $ 248,940 and $ 417,517 , respectively.

As of June 30, 2025, and 2024, the impairment loss on plant and machinery amounted to $ 137,632 and $ 134,042 respectively, and plant and machinery written off amounted to $ 0 and $ 3,979 respectively.

Intangible Assets

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.

To test indefinite-lived intangible assets for impairment, the Company first performs a qualitative assessment to determine if it is more likely than not that the carrying amount of each of its indefinite-lived intangible assets exceeds its fair value.

If it is, a quantitative assessment is required.

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

The qualitative assessment requires the consideration of factors such as recent market transactions, macroeconomic conditions and changes in projected future cash flows.

The quantitative assessment compares the fair value of an indefinite-lived intangible asset to its carrying amount.

If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized for the excess.

Fair values of indefinite-lived intangible assets are determined based on discounted cash flows or appraised values, as appropriate.

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, 2025, and 2024, 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, 2025 and 2024 was $ 5,866 and $ 0 respectively.

Impairment of Long-lived Assets

In accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets , all long-lived assets such as property, plant and equipment owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.

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, 2025, and 2024, the Company recorded a write-off of $ 0 and $ 177,200 respectively.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

Revenue Recognition

ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfils its obligations under each of its agreements:

identify the contract with a customer;

identify the performance obligations in the contract;

determine the transaction price;

allocate the transaction price to performance obligations in the contract;

recognize revenue as the performance obligation is satisfied.

Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product and collection is reasonably assured.

A performance obligation is a promise in a contract to transfer a distinct product or service to a customer.

Most of the Company’s contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct.

Accordingly, the transaction price is allocated in its entirety to the single performance obligation and recognized upon its fulfilment.

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.

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.

Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date.

The Company uses rate implicit in the lease to determine the present value of future lease payments to determine the present value of future lease payments.

Operating lease right-of-use (“ROU assets”) assets represent the Company’s right to control the use of an identified asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

ROU assets are generally recognized based on the amount of the initial measurement of the lease liability.

Lease expense is recognized on a straight-line basis over the lease term.

For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities.

ROU assets are reviewed for impairment when indicators of impairment are present.

ROU assets from operating and finance leases are subject to the impairment guidance in ASC Topic 360, Property, Plant, and Equipment , as ROU assets are long-lived nonfinancial assets.

ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU assets are not independent from the cash flows of other assets and liabilities.

An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities.

The Company recognized no impairment of ROU assets as of June 30, 2025, and 2024.

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, 2025 and 2024.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases.

Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the five criteria is met:

(i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value and v) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

At the inception of a finance lease, we as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments.

The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to us, while the leased asset is depreciated in accordance with our depreciation policy if the title is to eventually transfer to us.

The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 842.

The Company adopted the ASC Topic 740, Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements.

Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.

Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards.

The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC Topic 740 provisions of Section 740-10-25 for the years ended June 30, 2025, and 2024.

Foreign Currencies Translation

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

The Company and its subsidiaries in the United States have functional currency of US$ whereas the functional currency of the Company’s subsidiaries in Malaysia is Malaysian Ringgit (“MYR”).

The functional currencies represent the primary currencies of the economic environment in which the respective companies’ operations are conducted.

Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates.

The resulting exchange differences are recorded in the consolidated statement of operations.

For reporting purposes, in accordance with ASC Topic 830 “ Translation of Financial Statements ”, capital accounts of the consolidated financial statements are translated into United States dollars from MYR at their historical exchange rates when the capital transactions occurred.

Assets and liabilities are translated at the exchange rates as of balance sheet date.

Income and expenditures are translated at the average exchange rate of the respective year.

The gains and losses resulting from translation of financial statements subsidiaries to the reporting currency are recorded as a separate component of accumulated other comprehensive income within the statements of changes in stockholder’s equity.

Translation of MYR into U.S.

dollars has been made at the following exchange rates for the following periods:-

June 30, 2025

June 30, 2024

Year-end MYR:US$ exchange rate

Annualized average MYR:US$ exchange rate

Comprehensive Income

ASC Topic 220, Comprehensive Income , establishes standards for reporting and display of comprehensive income, its components and accumulated balances.

Comprehensive income as defined includes all changes in equity during a period from non-owner sources.

Accumulated other comprehensive income, as presented in the accompanying consolidated statements of changes in stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation.

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

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

Non-controlling Interest

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

Net Loss per Share

The Company calculates net loss per share in accordance with ASC Topic 260, Earnings per Share .

Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period.

Non-vested share-based payment awards are excluded from the basic EPS calculation.

Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued, including those granted but are non-vested and are non-forfeitable, and if the additional common shares were dilutive.

For the years ended June 30, 2025 and 2024, diluted weighted-average common shares outstanding is equal to basic weighted average common shares, due to the Company’s net loss position.

Hence no common stock equivalents were included in the computation of diluted net loss per shares since such inclusion would have been antidilutive.

Stock Cancellation and Reissuance Policy

The Company may cancel shares of its Common Stock that have been repurchased or otherwise reacquired, including shares acquired through share repurchase programs or forfeited under equity compensation plans.

Canceled shares are retired and removed from the issued and outstanding share count in accordance with applicable corporate law and the Company’s Articles of Incorporation.

Upon cancellation, the par value of the shares is deducted from common stock, and any excess of repurchase cost over the par value is charged against additional paid-in capital (APIC) or retained earnings, as applicable.

If the original issuance price is not known or determinable, the cost is first charged to APIC to the extent available, with any remaining amount charged to retained earnings.

The Company accounts for reissuance of treasury shares in accordance with ASC 505-30 – Equity:

Treasury Stock .

Treasury shares may be reissued for various purposes, including the settlement of employee equity awards, acquisitions, or other corporate purposes.

When treasury shares are reissued:

The proceeds received upon reissuance are credited to treasury stock at the cost of the shares.

Any difference between the reissuance price and the cost of the treasury shares is recorded as an adjustment to Additional Paid-In Capital (APIC).

If the reissuance price exceeds the cost, the excess is credited to APIC.

If the reissuance price is less than the cost and APIC related to treasury stock transactions is insufficient to absorb the difference, the remainder is charged to Retained Earnings.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

The Company uses the cost method to account for treasury stock transactions.

Reissued shares are included in the number of shares issued and outstanding as of the date of reissuance.

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 arrangements related to the acquisition of goods and services from both non-employees and employees based on fair values of the shares at grant date.

Market prices of the Company’s Common Stock at the respective issuance date, which represents the date of the final board approval for the issuance of the shares, is concluded to be the grant date, in accordance with ASC 718.

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.

Prepaid share-based compensation is recorded when the Company issues fully vested, nonforfeitable share-based payment awards to nonemployees on the grant date, when the nonemployee earns the right to receive and where no specific performance is required by the nonemployee to retain those equity instruments, in accordance with ASC 718-10-45-3.

The prepayment is recorded where the shares are issued before the financial year end in accordance with the grant date and represents the fair value of goods or services that are to be received from the nonemployee subsequent to the financial year end.

Compensation cost for awards that do not have an established accounting grant date, but for which the service inception date has been established is based on the best estimate of fair value of Company's Common Stock at the end of each reporting period and a corresponding accrual is recorded.

During the financial year ended June 30, 2025 and 2024, $ 89,165 and $ 274,870 respectively, were recorded as accrued compensation cost for these share-based payment arrangements.

Share-based compensation cost is recognized over the requisite service period for employees and over the vesting period for nonemployees.

The Company’s accounting policy is to recognize forfeitures as they occur.

During the financial year ended June 30, 2025 and 2024, $ 1,341,373 and $ 252,369 respectively, were recorded as share based compensation expenses for non-employees.

During the financial year ended June 30, 2025 and 2024, $ 432,246 and $ 135,679 respectively, were recorded as share based compensation for employees.

During the financial year ended June 30, 2025 and 2024, $ 5,534 and $ 0 respectively, were recorded as share based compensation for director.

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.

Related Parties

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company;

b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825-10-15, to be accounted for by the equity method by the investing entity;

c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management;

d) principal owners of the Company;

e) management of the Company;

f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests;

and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business.

However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements.

The disclosures shall include:

a) the nature of the relationship(s) involved;

b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements;

c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period;

and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

Commitments and Contingencies

The Company follows the ASC 450-20, Contingencies, to report accounting for contingencies.

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.

The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.

In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements.

If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows.

However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments.

Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements.

To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, deposits with bank, loan and fee receivable, prepayments and other receivables, amounts due from related parties, accrued liabilities and other payables, loans payable, amounts due to related parties approximate their fair values because of the short maturity of these instruments.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

Recent Accounting Pronouncements

During the year ended June 30, 2025, there have been no new, or existing, recently issued accounting pronouncements that are of significance, or potential significance, that impact the Company’s consolidated financial statements.

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.

The key amendments include annual and interim disclosures of significant expenses and other segment items that are regularly provided to the chief operating decision maker and included within each reported measure of profit or loss, as well as any other key measure of performance used for segment management decisions.

This ASU also requires disclosure of key profitability measures used in assessing performance and how to allocate resources.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted this standard for the fiscal year beginning July 1, 2024 and this standard did not have a material impact on the Company’s results of operations, cash flows, financial condition, or disclosures.

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 income tax information, including jurisdictional information, by requiring consistent categories and greater disaggregation of information in both the rate reconciliation and income taxes paid disaggregated by jurisdiction.

2023-09 is effective for annual periods beginning after December 15, 2024.

The guidance is to be applied on a prospective basis with the option to apply the standard retrospectively;

this ASU allows for early adoption.

The Company is currently evaluating the effect of this pronouncement on its disclosures.

In March 2024, the FASB issued ASU No.

2024-01, Compensation-Stock Compensation (Topic 718):

Scope Application of Profits Interest and Similar Awards , which provides illustrative guidance to help entities determine whether profits interest and similar awards should be accounted for as share based payment arrangements within the scope of ASC 718.

ASU 2024-01 is effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods.

The Company is currently evaluating the effect of this pronouncement on its disclosures.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU No.

2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date (“ASU 2025 01”) .

ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement.

ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

Both early adoption and retrospective application are permitted.

The Company is currently evaluating the effect of this pronouncement on its disclosures.

In November 2024, the FASB issued ASU No.

2024-04, Induced Conversions of Convertible Debt Instruments (Topic 470), which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the effect of this pronouncement on its disclosures.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

In March 2025, the FASB issued ASU No.

2025-02, Liabilities (405):

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

The amendments in this Update are effective immediately and on a fully retrospective basis to annual periods beginning after December 15, 2024.

The Company is currently evaluating the effect of this pronouncement on its disclosures.

In May 2025, the FASB issued ASU No.

2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) .

ASU 2025-04 revises the definition of the term performance condition for share-based consideration payable to a customer to incorporate conditions that are based on the volume or monetary amount of a customer’s purchases or potential purchases.

ASU 2025-04 also eliminates the policy election to account for forfeitures as they occur for awards with service conditions.

ASU 2025-04 also clarifies that ASC 606 variable consideration guidance does not apply to share-based payments to customers;

instead, vesting probability should be assessed solely under ASC 718, Compensation—Stock Compensation.

ASU 2025-04 is effective for the Company’s annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted.

ASU 2025-04 may be applied on either a modified retrospective basis or on a retrospective basis.

The Company is currently assessing the impact this standard will have on the Company’s consolidated financial statements.

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and believes the future adoption of any such pronouncements may not be expected to cause a material impact on its financial condition or the results of its operations.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

NOTE 3 - BUSINESS SEGMENT INFORMATION

Currently, the Company operates three business segments for the purpose of assessing performance and making operating decisions, mainly operating in:

Trading and production of building materials and renewable commodities;

Holding of real property;

Licensor of proprietary pyrolysis technology.

The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer (CEO).

The CODM allocates resources and evaluates the performance of the Company using information about combined net income from operations.

All significant operating decisions are based upon an analysis of the Company as three operating segments, which are the same as its reporting segments.

The operating results of the reportable segments for the years ended June 30, 2025, and 2024 is shown in the following tables:

Year ended June 30, 2025

Trading and production of building materials

Cost of revenue

Selling, general & administrative expenses

( 4,457,865 )

( 1,190,384 )

( 5,889,024 )

Other operating expenses

Loss from operations

( 4,591,662 )

( 1,189,584 )

( 6,022,021 )

Interest expense

Rental income

Unrealized foreign exchange gains

Gain from insurance claim

Gain on disposal of property, plant and equipment

Interest income

(Loss) income before income tax

( 4,530,899 )

( 4,783,013 )

Segment (loss) income

$ ( 4,530,899 )

$ ( 696,898 )

( 4,783,013 )

Total assets at June 30, 2025

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

Year ended June 30, 2024

Cost of revenue

Selling, general & administrative expenses

( 1,985,104 )

( 2,882,376 )

Other operating expenses

Loss from operations

( 2,189,138 )

( 3,085,817 )

Interest expense

Rental income

Interest income

Loss before income tax

( 2,246,969 )

( 3,187,662 )

$ ( 2,246,969 )

$ ( 894,472 )

$ ( 3,187,774 )

Total assets at June 30, 2024

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

The below revenues are based on the countries in which the customer is located.

Summarized financial information concerning the geographic segments is shown in the following tables:

Years ended June 30,

United States of America

NOTE 4 - DEPOSIT WITH BANKS

At June 30, 2025, and 2024, the interest rates and maturities of deposits with banks are 1.98 % to 4.64 % (June 30, 2024:

4.64 %) per annum and 120 to 270 days (June 30,2024 :

120 to 365 days), respectively.

NOTE 5 - INVENTORIES

Inventories as of June 30, 2025 and 2024 consisted of the following:

As of June 30,

Manufactured bio produce

Trading goods

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

NOTE 6 – OTHER RECEIVABLE, DEPOSITS AND PREPAYMENTS

Other receivables, deposits and prepayments as of June 30, 2025 and 2024 consisted of the following:

As of June 30,

Other receivables

impairment on other receivables

Other receivables and deposits, net

Prepaid share based compensation – nonemployees (current portion)

Prepaid share based compensation – nonemployees (non-current portion)

NOTE 7 – PROPERTY, PLANT AND EQUIPMENT

A summary of property, plant and equipment at June 30, 2025 and 2024 is as follows:

As of June 30,

Land and building

Plant and machinery

Office equipment

Motor vehicles

Furniture and fittings

accumulated depreciation

Foreign exchange adjustment

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

Depreciation expense for the years ended June 30, 2025 and 2024 totaled $ 248,940 and $ 417,517 , respectively.

Impairment loss on property, plant and equipment for the years ended June 30, 2025 and 2024, were $ 137,632 and $ 134,042 , respectively, which relates to assets intended to be disposed and accordingly transferred to assets held for disposal at its net carrying value of $ 350,000 and $ 606,043 respectively.

Plant and machinery written off for the years ended June 30, 2025 and 2024 amounted to $0 and $3,979 respectively.

Land and building with net carrying amount of $ 0 at June 30, 2025 ($ 701,817 at June 30, 2024) was pledged to a financial institution for facilities granted.

Plant and machinery and motor vehicles with carrying values of $ 0 at June 30, 2025 ($ 7,688 and $ 98,362 respectively at June 30, 2024) are acquired under financing arrangements.

On December 10, 2024, CEO Jack Wong entered into a Sale and Purchase Agreement (“Agreement”) with VRI to purchase the Property at the current market value of $ 857,500 with payment in equal installments over 26 pay cycles.

Pursuant to the Agreement, VRI shall immediately transfer ownership of the Property to CEO Jack Wong by Warranty Deed, free of encumbrances except as specified in the Agreement.

The transfer of title was completed on December 19, 2024.

NOTE 8 – 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 license assigned to Verde Malaysia for the operation of the IP in the state of Sabah, Malaysia of MYR 14,000,000 ($ 3,311,000 ).

The “Catalytic Biofraction Process” is a slow pyrolysis process using a proprietary catalyst to depolymerize palm biomass waste (empty fruit bunches or palm kernel shells) in temperature range of 350 degrees Celsius to 500 degrees Celsius to yield commercially valuable bio products:

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

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

Upon fulfilling UN’s (United Nations) ACM 22 protocol as well as LCA (Life Cycle Assessment) requirements, it is anticipated that the by-products from this IP would lead to certification and issuance of Carbon Avoidance Credits as well as Carbon Removal Credits to generate carbon revenue for the Company.

The Company has identified these intangible assets as indefinite life intangible assets as there are currently no legal, competitive, economic or other factors that materially limit the useful life of the Company’s intangible assets.

ASC 350-30-35, Intangibles - Goodwill and Other , provides for an option to first perform a qualitative assessment to determine whether it is more likely than not that an asset is impaired.

If the qualitative assessment supports that it is more likely than not that the fair value of the asset exceeds its carrying value, a quantitative impairment test is not required.

If the qualitative assessment does not support the fair value of the asset, then a quantitative assessment is performed.

Our annual impairment assessment of our identifiable indefinite lived intangible assets is performed as of the fourth quarter of each year.

An assessment is performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value.

If the carrying value of the intangible assets exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

As of June 30, 2025, the Company performed a qualitative assessment, during the fourth quarter of 2025, to determine whether it was more likely than not that the carrying amounts of its intangible assets were impaired.

This assessment considered a number of qualitative factors, including but not limited to:

Macroeconomic conditions,

Industry and market trends,

Cost factors,

Overall financial performance of the asset,

Legal and regulatory environment, and

Relevant internal reporting and management’s plans.

Based on this qualitative assessment, management did not identify any events or changes in circumstances that would indicate that the carrying amounts of the Company’s intangible assets are not recoverable.

The qualitative impairment assessment of the indefinite intangible assets indicated that the fair value of such assets exceeded their carrying value and therefore were not at risk of impairment.

Accordingly, no quantitative impairment test was deemed necessary, and no impairment losses were recognized for the year ended June 30, 2025.

The Company performed a quantitative assessment during the fourth quarter of 2024.

As of the date of the annual assessment for 2024, management’s impairment assessment of the indefinite intangible assets indicated that the estimated fair value of the Company’s intangible assets exceeded their carrying values and therefore no impairment losses were recognized for the year ended June 30, 2024.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

NOTE 9 – ASSETS HELD FOR SALE

At June 30, 2025 and 2024, assets held for sale are as follows:

As of June 30,

Plant and machinery

Motor vehicles

The Company, through Verde Estates LLC, decided to sell its property located in La Belle, Missouri (the “Property”) and entered into discussions with a buyer to sell the said Property prior to December 31, 2024.

The Property has been presented separately in the balance sheet as assets held for sale as at December 31, 2024.

On January 17, 2025, the Company entered into a Purchase and Sale Agreement (the “Agreement”) with TAFleer Properties LLC, a Missouri limited liability company (the “Buyer”).

Under the terms of the Agreement, the proceeds for the sale of the Property were USD 350,000 paid in full by the Buyer at closing.

The disposition of the Property was completed in January 2025.

On June 27, 2024, the Company, through its wholly-owned subsidiary Verde Renewables, Inc.

(“VRI”), a company incorporated in the State of Missouri, U.S.A, entered into a Consignment Contract with ED’s Machinery LLC (“EDM”) to dispose plant and machinery and motor vehicles with a carrying amount of $ 606,043 .

The disposal was pending completion as at June 30, 2024, and thus the assets had been presented separately in the balance sheets as assets held for sale.

The disposal of assets with carrying values totaling $ 596,176 was completed as of December 31, 2024.

The remaining asset comprises a vehicle that will be sold for its parts, and accordingly, an impairment of $ 5,866 was recognized during the period.

Plant and machinery and motor vehicles with carrying values of $ 0 and $ 0 at June 30, 2025 ($ 168,994 and $ 350,217 as of June 30, 2024), were acquired under financing arrangements.

Impairment loss on assets held for sale for the years ended June 30, 2025 and 2024 were $ 5,866 and $ 0 respectively.

NOTE 10 - DEPOSITS PAID

At June 30, 2025 and 2024, deposits consist of the following:

As of June 30,

Security deposit

- Factory site (#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 amounting to the sum of MYR 3,024,000 ($ 720,000 ) (the “Lease Payment”) was paid in advance upon commencement of the Segama Lease Agreement together with a payment of security deposit for the sum of MYR 336,000 ($ 80,000 ) (the “Security Payment”).

NOTE 11 – BANK LOAN

The bank loan as of June 30, 2024, represented a rolling facility to a maximum principal of $ 250,000 and was secured by deed of trusts from VRDR, land and building of VEL and a subsidiary who acts as guarantor for the performance of debts.

The pledge was released on January 17, 2025, with the disposal of the land and building as mentioned in Note 9, and the full settlement of the loan.

The interest on loan was fixed at the rate of 5.25 %.

For the years ended June 30, 2025 and 2024, the interest expense amounted to $ 10,879 and $ 13,640 respectively.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

NOTE 12 - AMOUNTS DUE TO/FROM RELATED PARTIES AND DIRECTOR

The following breakdown of the balances due to related parties and director, consisted of:-

As of June 30,

Amount due to related parties

Borneo Oil Corporation Sdn.

Bhd (“BOC”) (#2)

Borneo Oil Berhad (“BOB”) (#1)

Taipan International Limited (#3)

Borneo Energy Sdn Bhd ( #1)

Victoria Capital Sdn Bhd (#4)

UnitiMart Sdn Bhd (#1)

Makin Teguh Sdn Bhd (#1)

Ambrose & Partners (#5)

SB Resorts Sdn Bhd (#2)

SB Supplies & Logistics Sdn Bhd (#1)

Borneo Eco Food Sdn.

Amount due from a related party

Vetrolysis Limited (#6)

Amount due to director

Jack Wong (#7)

(#1) Borneo Oil Berhad (“BOB”) is the ultimate holding company of Borneo Eco Food Sdn.

Bhd., Borneo Energy Sdn.

Bhd., SB Supplies & Logistic Sdn.

and UnitiMart Sdn.

Bhd., (holding 13.4 % of the Company’s issued and outstanding Common Stock as of June 30, 2025).

Makin Teguh Sdn Bhd is an associate of BOB.

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

(#2) SB Resorts Sdn.

and Borneo Oil Corporation Sdn.

(“BOC”) are wholly owned subsidiaries of Borneo Oil Berhad (“BOB”) (holding 13.4 % of the Company’s issued and outstanding Common Stock as of June 30, 2025).

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

(#3) Taipan International Limited is one of the shareholders of the Company and held 15.4 % of the Company’s issued and outstanding Common Stock as of June 30, 2025.

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

(#4) Victoria Capital Sdn.

is one of the shareholders of the BOB (holding 7.8% if BOB’s shares) and also is a direct shareholder of Company, holding 0.2 % of the Company’s issued and outstanding Common Stock as of June 30, 2025.

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

Ambrose & Partners is controlled by J Ambrose who is one of the shareholders of the Company, and he held 1.6 % of the Company’s issued and outstanding Common Stock as of June 30, 2025.

He is also a substantial shareholder of BOB.

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

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

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

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

This represents remaining balance of the special bonus of $ 1.25 million to CEO Jack Wong approved by the Board of the Company on December 9, 2024.

On December 10, 2024, CEO Jack Wong entered into a Sale and Purchase Agreement (“Agreement”) to purchase the Property located at 1138 Wildhorse Parkway Drive, Chesterfield, Missouri 63005 (“Property”) owned by Verde Renewables Inc (“VRI”), for a current market value of $ 857,500 .The Board also approved the option for this amount to be repaid through monthly installments deducted from the bonus over 26 pay cycles starting from January 2025.

This transaction shall be structured as a sale and purchase agreement between the Company and CEO Jack Wong, with no cash exchange involved.

The remaining balance of the bonus shall be allocated to cover any taxes associated with the bonus on behalf of CEO Jack Wong

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

NOTE 13 - PROMISSORY NOTE TO RELATED PARTY

As of June 30,

Promissory Note to related party

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

As of June 30,

Balance at the beginning of year

Accretion of liability

Converted to Company’s restricted Common Stock

Balance at the end of year

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

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

The fair value of the Promissory Note of $ 481,023 was calculated using the net present value of estimated future cash flows with the assumptions of risk free rate at 4.03 %, credit spread of 11.6 % and liquidity risk premium of 5.6 %.

On August 16, 2024, the Company entered into a Supplementary Agreement to the SDA Agreement and Promissory Note with the Creditor to convert the total amount of $ 675,888 into 9,655,542 shares of the Company’s 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 $ 675,888 of CSB’s account payable to the Creditor.

In accordance with ASC 470-50-40-2 and ASC 850, the Company accounted for this transaction by derecognizing the liability at its carrying amount and recognizing the corresponding entry within equity.

As the transaction involved a related party, no gain or loss was recognized in the consolidated statements of operations.

The issuance of equity in satisfaction of debt is classified as a non-cash financing activity and is disclosed as such in the consolidated statements of cash flows.

As of August 16, 2024, there were no remaining balances payable to or receivable from BOC related to this transaction.

The Company recorded accretion of liability on promissory notes of $ 84,718 and $ 103,380 and presented as interest expense on promissory notes for the year ended June 30, 2025 and 2024, respectively.

Interest on promissory note at 2 % were $ 1,738 and $ 13,536 for the year ended June 30, 2025 and 2024, respectively.

NOTE 14 - LEASES

The Company adopted ASU No.

2016-02, Leases and determines whether an arrangement is a lease at inception.

This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration.

Control of an underlying asset is conveyed if we obtain the rights to direct the use of and to obtain substantially all of the economic benefit from the use of the underlying asset.

Some of our leases include both lease and non-lease components which are accounted for as a single lease component as the Company has elected the practical expedient.

Some of the operating lease agreements include variable lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related to inflation.

Substantially all of our equipment leases and some of our real estate leases have terms of less than one year and, as such, are accounted for as short-term leases as we have elected the practical expedient.

Operating leases are included in the right-of-use lease assets, other current liabilities and long-term lease liabilities on the Consolidated Balance Sheet.

Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present values of its lease payments over its respective lease term.

When a borrowing rate is not explicitly available for a lease, the incremental borrowing rate is used based on information available at the lease’s commencement date to determine the present value of its lease payments.

Operating lease payments are recognized on a straight-line basis over the lease term.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

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

As of June 30,

Right-of-use asset (#1)

Right-of-use assets (#2)

Total RoU assets

Accumulated amortization

Operating lease liabilities

Finance lease liabilities

Finance lease liabilities – assets held for sale

Total Current Lease Liabilities

Operating lease liabilities

Finance lease liabilities

Total Non-current Lease Liabilities

Total lease liabilities

As of June 30, 2025, right-of-use assets were $ 518,375 and lease liabilities were $ 129,950 .

As of June 30, 2024, right-of-use assets were $ 509,482 and lease liabilities were $ 741,623 .

For the year ended June 30, 2025 and 2024, the amortization charge on right-of-use assets was $ 34,825 and $ 117,517 , respectively.

(#1) This leasing arrangement for the lease of the Segama factory amounting to $ 720,000 is for a lease term of seven ( 7 ) years and included an exclusive right and option to purchase the factory site, together with all its right title and interest, for a consideration to be mutually agreed between the parties at any time during the period of two years from the date of the Lease Agreement ended March 1, 2024.

The option was not exercised and has lapsed.

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) The Company through its wholly owned subsidiary VRI entered into various lease arrangements for the use of motor vehicles for lease term of three ( 3 ) to four ( 4 ) years which expire at various dates through 2029.

Certain of the lease arrangements contain option to purchase at an agreed consideration as stated in the respective lease agreement.

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

The table below presents the information related to weighted average discount rate and the remaining lease term (years) of the operating leases.

As of June 30,

Operating leases

Weighted average discount rate

Weighted average remaining lease term (years)

Finance leases

Weighted average discount rate

Weighted average remaining lease term (years)

The accretion of lease liability for the years ended June 30, 2025 and 2024, were $ 8,023 and $ 7,471 , respectively.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

(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.

The following tables summarize the lease expense for the years.

Years ended June 30,

Finance lease cost:

Interest on lease liabilities (per ASC 842)

Operating lease cost:

Operating lease expense (per ASC 842)

Total lease expense

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 consolidated statement of operations.

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

Future Contractual Lease Payments as of June 30, 2025

The below table summarizes our (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present value of future lease payments for the next three years and thereafter ending June 30:

Years ending June 30,

Total minimum lease liabilities payment

imputed interest

Present value of lease liabilities

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

NOTE 15 - STOCKHOLDERS’ EQUITY

Authorized Stock

The Company has authorized 10,000,000,000 Common shares and 50,000,000 preferred shares, both with a par value of $ 0.001 per share.

Each Common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Preferred stock outstanding

There are no preferred shares outstanding as of June 30, 2025, and 2024.

Common stock outstanding

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 pursuant to the termination of his service resulting in the cancellation of 171,591 non-vested shares.

The Service Agreement was dated December 1, 2022 for the first tranche of 300,000 restricted shares of Common Stock which were issued at $ 0.20 per share on December 31, 2022 totaling $ 60,000 .

The cancellation of non-shares above, were effected via the cancellation of the initial 300,000 shares which was completed on March 28, 2024 and the re-issuance of 128,409 shares of restricted shares of Common Stock on May 24, 2024, to compensate his prior service.

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 Service Agreement dated December 1, 2022, including the cancellation of 375,000 restricted shares of Common Stock that were issued at $ 0.20 per share on December 31, 2022 totaling $ 75,000 as consideration for certain services.

The cancellation is still in process.

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 pursuant to the termination of her service resulting in the cancellation of 333,333 non-vested shares.

The Service Agreement was dated November 30, 2022 for the first tranche of 500,000 restricted shares of Common Stock which were issued at $ 0.20 per share on December 31, 2022 totaling $ 100,000 .

The cancellation of the non-vested shares above, were effected via the cancellation of the initial 500,000 shares, which was completed on March 28, 2024 and the re-issuance of 166,667 shares of restricted shares of Common Stock on May 24, 2024, to compensate her prior service.

The total number of cancelled non-vested shares of 504,924 shares and the number of non-vested shares remaining to be cancelled of 375,000 shares were measured at the grant-date fair value of $ 0.20 per share as per the original service agreements, and equity was reduced by $ 175,985 accordingly.

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 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.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

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

On November 22, 2023, the Company issued a total of 14,931,624 restricted shares of Common Stock comprising 11,538,461 restricted shares of Common Stock for $ 1,050,000 at $ 0.091 per share to five non-U.S.

shareholders, 100,000 restricted shares of Common Stock for $ 10,000 at $ 0.10 per share to one non-U.S.

shareholder, 1,943,163 restricted shares of Common Stock for $ 176,828 at $ 0.091 per share to ten U.S.

shareholders and 1,350,000 restricted shares of Common Stock for $ 135,000 at $ 0.10 per share to nine U.S.

shareholders.

On December 4, 2023, the Company issued a total of 1,238,889 restricted shares of Common Stock comprising of 850,000 restricted shares of Common Stock for $ 85,000 at $ 0.10 per share to four U.S.

shareholders and 388,889 restricted shares of Common Stock for $ 35,000 at $ 0.09 per share to one U.S.

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 shares of Common Stock at $ 0.108 per share to four non-U.S.

shareholders in settlement of $ 311,178 subscription amounts paid, and issuance of 200,000 restricted shares of Common Stock on April 15, 2024 at $ 0.091 per share to one U.S.

shareholder in settlement of $ 18,200 subscription amount paid.

On April 15, 2024, the Company issued a total of 3,055,555 restricted shares of Common Stock to four U.S.

shareholders, in which 2,300,000 restricted shares of Common Stock were issued at $ 0.10 per share to two U.S.

shareholders, 200,000 restricted shares of Common Stock were issued at $ 0.091 per share to one U.S.

shareholder, and 555,555 restricted shares of Common Stock were issued at $ 0.09 per share to one U.S.

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 shares of Common Stock 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 shares of Common Stock 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.

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 shares of Common Stock 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.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

On July 24, 2024, the Company issued 3,194,443 restricted shares of Common Stock for $ 287,500 at $ 0.09 per share to four U.S.

shareholders and 6,005,000 restricted shares of Common Stock for $ 600,500 at $ 0.10 per share to twenty U.S.

shareholders and one non-U.S.

On August 9, 2024, the Company issued 888,888 restricted shares of Common Stock for $ 80,000 at $ 0.09 per share to one U.S.

shareholder and 11,840,000 restricted shares of Common Stock for $ 1,184,000 at $ 0.10 per share to twenty-three U.S.

shareholders and one non-U.S.

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 (“CSB”) and CSB’s creditor Borneo Oil Corporation Sdn Bhd (the “Creditor”) to settle in full a total of $ 675,888 of CSB’s account payable.

On March 13, 2023, the Company and CSB entered into an SDA Agreement and a two-year term period Promissory Note with the Creditor to settle in full a total of $ 675,888 of CSB’s account payable to the Creditor either in cash or by the issuance of new 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 shares of Common Stock for $ 65,000 at $ 0.09 per share to three U.S.

shareholders, 3,990,000 restricted shares of Common Stock for $ 399,000 at $ 0.10 per share to six U.S.

shareholders and two non-U.S.

shareholders.

On August 30, 2024, the Company issued 1,350,000 of the Company’s restricted shares of Common Stock 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.

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

On September 16, 2024, the Company issued 222,222 restricted shares of Common Stock for $ 20,000 at $ 0.09 per share to one U.S.

shareholder and 350,000 restricted shares of Common Stock for $ 35,000 at $ 0.10 per share to two U.S.

shareholders.

On October 16, 2024, the Company issued 800,000 restricted shares of Common Stock for $ 80,000 at $ 0.10 per share to three U.S.

shareholders.

On November 27, 2024, the Company cancelled 450,000 restricted shares of Common Stock that were previously issued to two U.S.

shareholders.

On January 2, 2025, the Company issued a total of 3,277,775 restricted shares of Common Stock, comprising 2,500,000 restricted shares of Common Stock for $ 250,000 at $ 0.10 per share to seven U.S.

shareholders and 777,775 restricted shares of Common Stock for $ 70,000 at $ 0.09 per share to six U.S.

shareholders.

On January 2, 2025, the Company issued 4,656,550 of the Company’s restricted shares of Common Stock to Aegis Ventures Limited, being 50% of the 0.75% of the Company’s total shares outstanding pursuant to the terms of the consulting services agreement that the Company, through its wholly-owned subsidiary Verde Renewables, Inc., entered into with AUM on November 29, 2024, to engage AUM as a Capital Markets, Investor Relations and Media Relations Advisor to provide advice to the Company on its preparations for an equity raise and the planned uplisting to NASDAQ.

The remaining 4,656,550 shares to be issued within three days following the Company’s listing on the NASDAQ.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

On January 3, 2025, the Company issued 50,000 of the Company’s restricted Common Shares to Hannah Bruehl.

The Company agreed to issue 50,000 of the Company’s restricted shares of Common Stock to Hannah Bruehl, Executive Assistant to C-Suite Executives of the Company for service period from September 3, 2024 to September 2, 2025, as part of the compensation package in the Employment Agreement signed on September 3, 2024.

On January 6, 2025, the Company cancelled 200,000 restricted Common Shares that were previously issued to two U.S.

shareholders.

On February 18, 2025, the Company issued a total of 3,905,555 restricted shares of Common Stock, comprising 3,000,000 restricted shares of Common Stock for $ 300,000 at $ 0.10 per share to one non-U.S.

shareholder, 850,000 restricted shares of Common Stock for $ 85,000 at $ 0.10 per share to seven U.S.

shareholders and 55,555 restricted shares of Common Stock for $ 5,000 at $ 0.09 per share to one U.S.

On April 22, 2025, the Company cancelled 150,000 restricted Common Shares that were previously issued to one U.S.

On May 20, 2025, the Company issued 249,999 restricted shares of Common Stock for $ 24,999 .90 at $ 0.10 per share to one U.S.

shareholder and one non-U.S.

On June 1, 2025, the Company issued 1,500,000 shares of the Company’s restricted Common Stock to Sundeo Pty Ltd, an affiliate designated by C-Twelve, pursuant to the C-Twelve Agreement.

On June 1, 2025, the Company issued 350,000 of the Company’s restricted shares of Common Stock to Karl Strahl, a Director of the Company, as part of the compensation package in the Director Appointment Agreement that the Company entered into with Karl Strahl on May 1, 2025.

Not considering the commitment to cancel shares as above, there were 1,262,680,891 (including 7,744,445 shares committed to be issued for private placement) and 1,221,346,586 (including 21,988,335 shares committed to be issued for private placement subsequent to financial year end) shares of Common Stock issued and outstanding at June 30, 2025 and 2024, respectively.

Apart from the Common Stock committed to be issued as disclosed in Note 22, the Company has no stock option plan, warrants, or other dilutive securities as at June 30, 2025.

As of June 30, 2024, 2,700,000 and 670,000 were committed to be issued to nonemployees and an employee respectively.

NOTE 16 - NET LOSS PER SHARE

The following table sets forth the computation of basic and diluted net (loss) income per share for the respective years:

Years ended June 30,

$ ( 4,782,977 )

$ ( 3,187,774 )

Net loss attributable to non-controlling interest

Net loss attributable to Verde Resources, Inc.

$ ( 4,783,013 )

$ ( 3,187,774 )

Weighted average common shares outstanding:

1,237,480,587

1,185,900,492

1,237,480,587

1,185,900,492

Net loss per share:

# less than $0.005

For the years ended June 30, 2025, and 2024, diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, due to the Company’s net loss position.

Hence, no common stock equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive.

The denominator used in the computation of basic and diluted net (loss) income per share is as follows:

Years ended June 30,

Weighted average common shares outstanding

1,242,092,192

1,187,606,780

weighted average non-vested shares

( 4,611,605 )

( 1,706,288 )

Weighted average of common shares-basic and diluted

1,237,480,587

1,185,900,492

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

NOTE 17 - INCOME TAX

For the years ended June 30, 2025, and 2024, the local (“United States of America”) and foreign components of loss before income taxes were comprised of the following:

Years ended June 30,

Tax jurisdiction from:

- Local (US regime)

$ ( 4,845,138 )

$ ( 2,444,654 )

- Foreign, including

British Virgin Island

Labuan, Malaysia

Loss before income taxes

$ ( 4,783,013 )

$ ( 3,187,662 )

The provision for income taxes consisted of the following:

Years ended June 30,

Income tax expense (benefit)

The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate.

The Company mainly operates in U.S.A.

and Malaysia that is subject to taxes in the jurisdictions in which they operate, as follows:

United States of America

VRDR, VRI, VerdePlus and VLI are subject to the tax laws of United States of America.

corporate income tax rate is 21 % effective January 1, 2018.

The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision.

The Company has not accrued or paid interest or penalties which were not material to its results of operations for the periods presented.

The Company has provided for a full valuation allowance against the deferred tax assets of $ 2,090,801 on the expected future tax benefits from the net operating loss (“NOL”) carry forwards of $ 9,956,196 as the management believes it is more likely than not that these assets will not be realized in the future.

Net Operating Losses (NOLs) generated prior to January 1, 2018, are able to be carried forward up to twenty subsequent years.

Any NOLs created for tax years subsequent to that may be carried forward indefinitely.

However, any NOLs arising from tax years ending after December 31, 2020, can only be used to offset up to 80 % of taxable income.

For the years ended June 30, 2025, and 2024, there were no operating income under the applicable U.S.

Under the current BVI law, VRAP is not subject to tax on income.

Under the current laws of the Labuan applicable to BRL, income derived from an intellectual property right is subject to tax under the Malaysian Income Tax Act 1967 (ITA) at 24 % of its chargeable income.

However, BRL is not subject to income tax, given that it was a net loss position during the current period presented.

The losses are presently not able to be carried forward to offset against its future operation income as income generating activities have not yet been undertaken.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

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 $ 1,041,549 of cumulative net operating losses as of June 30, 2025 which can be carried forward to offset future taxable income.

The net operating loss are allowed to be carried forward up to a maximum of ten (10) years of assessments under the current tax legislation in Malaysia.

The Company has provided for a full valuation allowance against the deferred tax assets of $ 249,972 on the expected future tax benefits from the net operating loss (“NOL”) carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

Years ended June 30,

Loss before income taxes

$ ( 398,431 )

$ ( 578,231 )

Statutory income tax rate

Income tax expense at statutory rate

Non-deductible items

Tax losses unable to be carried forward

Valuation allowance

Income tax expense

The following table sets forth the significant components of the deferred tax assets of the Company:

As of June 30,

Deferred tax assets:

Net operating loss carry forwards, from

US tax regime

Malaysia tax regime

valuation allowance

( 2,340,023 )

( 1,644,410 )

Deferred tax assets, net

The Company has recorded valuation allowances for certain tax attribute carry forwards and other deferred tax assets due to uncertainty that exists regarding future realizability.

If in the future the Company believes that it is more likely than not that these deferred tax benefits will be realized, the majority of the valuation allowances will be reversed in the consolidated statement of operations.

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

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

NOTE 18 - RELATED PARTY TRANSACTIONS

For the Years ended

Related party transactions:

Borneo Eco Food Sdn Bhd (#1)

SB Resorts Sdn Bhd ( #2)

Rental income:

Jack Wong (#3)

Professional services provided by:

Warisan Khidmat Sdn Bhd (#4)

Interest expense paid to:

Rental expense paid to:

SB Resorts Sdn Bhd (#2)

Sale of property:

Jack Wong (#3)

Settlement of debts by issuance of Company’s restricted Common Stock

Related party balances (other than those disclosed in Note 12 and Note 13)

As of June 30,

Accounts payable

Warisan Khidmat Sdn Bhd (#4)

(#1) Borneo Oil Berhad (“BOB”) is ultimate holding company of Borneo Eco Food Sdn.

Bhd., and held 13.4% of the Company’s issued and outstanding Common Stock as of June 30, 2025.

(#2) SB Resorts Sdn Bhd and Borneo Oil Corporation Sdn Bhd (“BOC”) are wholly owned subsidiaries of Borneo Oil Berhad (“BOB”) (holding 13.4% of the Company’s issued and outstanding Common Stock as of June 30, 2025) .

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

By Waiver and Consent of Shareholders, Mr.

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

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

(#4) Warisan Khidmat Sdn.

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

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.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

NOTE 19 - CONCENTRATIONS OF RISKS

The Company is exposed to the following concentrations of risks:

Major customers and major vendors

For the years ended June 30, 2025 and 2024, there were one (1) and two (2) customers respectively whose revenue exceeded 10% of the revenue in the segment of production and distribution of renewable commodities.

June 30, 2025

June 30, 2024

Account Receivable

As of June 30,

* impaired and represents a related party.

For the years ended June 30, 2025 and 2024 there were one (1) and two (2) vendors whose cost of revenue exceeded 10% of the cost of revenue in the segment of production and distribution of renewable commodities.

June 30, 2025

June 30, 2024

Account Payable

As of June 30,

Economic and political risk

The Company’s major operations are conducted in U.S.A.

and Malaysia.

Accordingly, the political, economic, and legal environments in U.S.A.

and Malaysia, as well as the general state of U.S.A.

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 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.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

NOTE 20 - PENSION COSTS

The Company is required to make contribution to their employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in Malaysia.

The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level.

During the years ended June 30, 2025, and 2024, $ 5,275 and $ 10,064 contributions were made accordingly.

NOTE 21 – SHARES ISSUED TO NONEMPLOYEES AND EMPLOYEES

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 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 was calculated based on stock price of $ 0.20 per share on December 31, 2022 (date of final board approval and grant date) and is being amortized over the vesting period.

During the year ended June 30, 2025, the Company charged $ 74,082 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 “Fosnacht 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 on or before January 31, 2024.

The term of the Fosnacht 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 .

The fair value of 1,000,000 shares was $ 134,000 which was calculated based on stock price of $ 0.134 per share on January 31, 2024 (date of final board approval and grant date) and is being amortized over the vesting period.

During the year ended June 30,2025, the Company charged $ 61,061 to selling, general and administrative expenses as consulting expenses.

On April 20, 2024, the Company entered into two Services Agreements (the “NIE 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 NIE Agreements.

Under the NIE Agreements, the Company will pay Dr.

Nam Tran and Dr.

The term of the NIE Agreements will remain effective until April 30, 2027, and both parties may renew their respective agreement, or enter into a new agreement as may be mutually agreed on terms to be separately negotiated.

Pursuant to the respective addendum to NIE Agreements 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 the 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 final board approval and grant date), and is being amortized over the respective vesting period.

The fair value of the second 1,000,000 shares to be issued to Dr.

Nam Tran and Dr.

Raymond Powell was $95,000 and $100,000, calculated based on stock price of $0.095 and $0.10 per share on July 1, 2025 and August 29,2025 respectively (date of final board approval and grant date), and is being amortized over the vesting period of 12 months beginning from May 1, 2025 respectively .

During the year ended June 30, 2025, the Company charged a total of $ 632,261 to selling, general and administrative expenses as consulting expenses.

On June 1, 2024, the Company entered into a multi-year Services Agreement (the “Ludwig 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 Ludwig 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.

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

The fair value of the first 700,000 shares was $ 210,000 , calculated based on stock price of $ 0.30 per share on August 8, 2024 (date of final board approval and grant date) and is being amortized over the vesting period.

The fair value of the second 700,000 shares was $70,000, calculated based on stock price of $0.10 per share on August 29, 2025 (date of final board approval and grant date) and is being amortized over the vesting period .

During the year ended June 30, 2025, the Company charged $ 202,836 to selling, general and administrative expenses as consulting expenses.

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

The term of the Bava Employment Agreement will remain effective until September 30, 2027 .

On August 30, 2024, the Company issued 670,000 of the Company’s restricted shares of Common Stock to Eric Bava as part of the compensation package in the Bava Employment Agreement.

The fair value of first 670,000 shares was $ 181,235 which was calculated based on stock price of $ 0.2705 per share on August 30, 2024 (date of final board approval and grant date ), and is being amortized over the requisite service period from October 1, 2023, to September 30, 2024.

The fair value of second 670,000 shares was $60,000 pursuant to the addendum date August 29,2025, and $ 44,877 is being accrued for the requisite service period from October 1, 2024, to June 30, 2025.

During the year ended June 30,2025 , the Company charged a total of $ 90,433 to selling, general and administrative expenses as salary expenses.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

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) (the “Concannon Services Agreement”).

Pursuant to the Concannon 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 Concannon Service Agreement will remain effective until September 30, 2027, and both parties may renew the agreement, or enter into a new agreement as may be mutually agreed on terms to be separately negotiated.

Pursuant to the addendum to the Concannon 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 .

The fair value of the first 1,350,000 shares was $ 365,175 , calculated based on stock price of $ 0.2705 per share on August 30, 2024 (date of final board approval and grant date ), and is being amortized over the requisite service period.

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

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

Concannon on August 31, 2025, under the terms of his services agreement, has not been issued as of the date of these financial statements.

The Company agreed to issue 50,000 of the Company’s restricted shares of Common Stock to Hannah Bruehl, Executive Assistant to C-Suite Executives of the Company for service period from September 3, 2024 to September 2, 2025 , as part of the compensation package in the Employment Agreement signed on September 3, 2024.

On January 3, 2025, the Company issued 50,000 of the Company’s restricted shares of Common Stock to Hannah Bruehl.

The fair value of 50,000 shares was $ 9,280 which was calculated based on stock price of $ 0.1856 per share on January 3, 2025 (date of final board approval and grant date), and is being amortized over the requisite service period from September 3, 2024 to September 2, 2025.

During the year ended June 30, 2025, the Company charged $ 7,653 to selling, general and administrative expenses as salary expenses.

On November 29, 2024, the Company, through its wholly-owned subsidiary Verde Renewables, Inc.

(“VRI”), entered into a consulting services agreement (the “AUM Agreement”) to engage AUM Media Inc (“AUM”), a company incorporated in the State of Delaware, as a Capital Markets, Investor Relations and Media Relations Advisor to provide advice to the Company on its preparations for an equity raise and the planned uplisting to NASDAQ.

Pursuant to terms of the AUM Agreement, the services will be provided by AUM on an annual contract basis and the agreement will continue for 12 months, starting January 1, 2025 to December 31, 2025, unless it is terminated in accordance with the termination terms under the AUM Agreement.

VRI agreed to pay a fixed monthly discounted fee of $ 6,000 per month, payable in advance on the first day of each month.

In addition, the Company shall issue shares equivalent to 9,313,100 shares of the Company’s restricted Common Stock to AUM or any affiliate to be designated by AUM, which represents 0.75% of the Company’s total shares outstanding as of November 29, 2024.

The share issuance will occur as follows:

4,656,550 shares of the Company’s restricted Common Stock, being 50% of the 0.75% of the Company’s total shares outstanding , to be issued upon the signing of the Agreement, with the remaining 4,656,550 shares to be issued within three days following the Company's listing on the NASDAQ.

Subsequently on January 2, 2025, the Company issued 4,656,550 of the Company’s restricted shares of Common Stock to Aegis Ventures Limited as designated by AUM.

The fair value of first 4,656,550 shares was $ 745,048 calculated based on stock price of $ 0.16 per share on November 29, 2024 (grant date) and is being amortized over the service period of 12 months commencing January 2025.

During the year ended June 30, 2025, the Company charged $369,462 to selling, general and administrative expenses as consulting expenses.

The Company agreed to issue 350,000 of the Company’s restricted shares of Common Stock to Karl Strahl, a Director of the Company for service period from May 1, 2025 to April 30, 2026, as part of the compensation package in the Director Appointment Agreement that the Company entered into with Karl Strahl on May 1, 2025 .

On June 1, 2025, the Company issued 350,000 of the Company’s restricted shares of Common Stock to Karl Strahl.

The fair value of 350,000 shares was $ 33,110 which was calculated based on stock price of $ 0.0946 per share on June 1, 2025 (date of final board approval and grant date), and is being amortized over the requisite service period from May 1, 2025 to April 30, 2026.

During the year ended June 30, 2025, the Company charged $ 5,534 to selling, general and administrative expenses as Director’s fee.

The Company shall commit to producing a minimum quantity of End Products each year, as defined in the definitive agreement (the “Minimum Production Amount”).

The specific Minimum Production Amount will be stipulated in an appendix or exhibit to the final licensing agreement.

The Company shall pay C-Twelve royalties based on the Minimum Production Amount, at a rate mutually agreed upon by both parties and specified in the definitive agreement.

Should the Company fail to meet the Minimum Production Amount in any given year, it shall remain obligated to pay royalties based on the agreed upon minimum production levels.

In the event that production exceeds the Minimum Production Amount, additional royalties shall be payable for the excess production, calculated at the same royalty rate or as otherwise mutually agreed in the definitive agreement.

Both parties will mutually agree on a Carbon Credit percentage allowance for C-Twelve.

C-Twelve shall grant the Company the right to file, prosecute, and maintain United States patent applications incorporating C-Twelve’s Intellectual Property (IP), subject to C-Twelve’s final review and approval before submission.

All such patents will be filed and maintained under the Verde brand name.

The Company shall reserve the right to market and sell End Products under its own brand names, with C-Twelve being referenced, as well as C-Twelve having the right to market the Company’s activities under the definitive agreement.

C-Twelve shall also collaborate with the Company on a joint installation of its proprietary technology that will take place on the Company’s designated cross-section at the National Center for Asphalt Technology (NCAT) Test Track in Opelika, Alabama, with a target completion between December 16–20, 2024.

The term sheet, originally set to expire on February 28, 2025, has been extended until May 31, 2025.

Subsequently the definitive agreement, namely the Joint Development Agreement (“C-Twelve Agreement”), was entered into between the Company and C-Twelve on May 19, 2025 (“Effective Date”).

The Company agreed to issue 1,500,000 shares of the Company’s restricted Common Stock to C-Twelve within thirty (30) business days after the Effective Date .

On June 1, 2025, the Company issued 1,500,000 shares of the Company’s restricted Common Stock to Sundeo Pty Ltd, an affiliate designated by C-Twelve, pursuant to the C-Twelve Agreement.

The fair value of 1,500,000 shares was $ 141,900 which was calculated based on stock price of $ 0.0946 per share on June 1, 2025 (date of final board approval and grant date), and is being amortized over the license period of 10 years from May 19, 2025 to May 18, 2035.

During the year ended June 30, 2025, the Company charged $ 1,671 to selling, general and administrative expenses as licensing fee.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

A summary of the status of the Company’s nonvested shares as of June 30, 2025 and 2024, and changes during the years ended June 30, 2025 and 2024, is presented below:

June 30, 2025

June 30, 2024

Non-vested shares

Weighted-Average-Grant Date Fair Value

At beginning of the year

( 5,852,891 )

At the end of the year

Employee and director

At beginning of the year

( 2,005,068 )

At the end of the year

As of June 30, 2025 and 2024, the total stock-based compensation for nonemployee related to non-vested awards not yet recognized is $ 581,338 and $ 200,666 , and this is expected to be recognized over a weighted-average period of 3.79 and 1.48 years respectively.

As of June 30, 2025 and 2024, the total stock-based compensation for employee and director related to non-vested awards not yet recognized is $ 60,219 and $ 0 , and this is expected to be recognized over a weighted-average period of 0.60 and 0 years respectively.

There was no income tax benefit recognized associated with the share-based compensation expenses.

NOTE 22 - COMMITMENTS AND CONTINGENCIES

Future commitments with regards to repayment of lease liabilities are disclosed in Notes 14.

Apart from the above, as of June 30, 2025, the Company had the following commitments:

a) commitment to issue restricted shares of Common Stock to the following service providers on or before October 31, 2025 and 2026, subject to final board approval for the second and third tranches respectively as below, for services to be performed pursuant to the Service Agreements signed with nonemployees as disclosed in Note 15 and Note 21:

Financial year ended June 30, 2026

Raymond Powell #

Financial year ended June 30, 2027:

Raymond Powell

# issued on July 1, 2025.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

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

b) commitment to cancel 375,000 restricted shares of Common Stock pursuant to the Service Agreement signed and Service and Stock Cancellation Agreement as disclosed in Note 15.

c) quarterly committed payments, to be paid in advance of $ 62,500 for period from July 2025 to September 2026 to support a 3-year Performance Testing Project titled “Structural Capacity of Sustainable Pavement” pursuant to an agreement entered with The National Center for Asphalt Technology at Auburn University (“NCAT”) on June 27, 2024 .

d) commitment to issue 4,656,550 restricted shares of Common Stock to Aegis Ventures Limited pursuant to the terms of the consulting services agreement that the Company through its wholly-owned subsidiary Verde Renewables, Inc.

entered into with AUM on November 29, 2024, within three days following the Company’s listing on the NASDAQ.

e) commitment to issue restricted shares of Common Stock, comprising of 7,744,445 restricted shares of Common Stock, comprising 4,444,445 restricted shares of Common Stock for $ 400,000 at $ 0.09 per share to one non-U.S.

shareholder and 3,300,000 restricted shares of Common Stock for $ 264,000 at $ 0.08 per share to one non-U.S.

shareholder and seven U.S.

shareholders and the committed common shares was subsequently issued on July 1, 2025.

f) Commitment to pay C-Twelve the remaining 50% of the sign-on fee or $150,000 on or before September 30, 2025 pursuant to the terms of the C-Twelve Agreement that the Company through its wholly-owned subsidiary Verde Renewables, Inc.

entered into with C-Twelve on May 19, 2025 .

Pursuant to the terms of the C-Twelve Agreement, the Company will also allocate to C-Twelve a royalty equal to three percent (3%) of all future carbon removal credits generated through the use of Verde-C12 IPs, provide a loan to C-Twelve in an amount not less than USD $2,000,000 (the Loan), with interest accruing at the lowest applicable federal rate and pay the Loan to C-Twelve within 30 days following the Company’s successful uplisting from OTC to a National Exchange.

As of June 30, 2025, the Company has no material contingencies.

NOTE 23 - SUBSEQUENT EVENTS

Share Issuances

On July 1, 2025, the Company issued a total of 7,744,445 restricted shares of Common Stock, comprising 4,444,445 restricted shares of Common Stock for $ 400,000 at $ 0.09 per share to one non-U.S.

shareholder and 3,300,000 restricted shares of Common Stock for $ 264,000 at $ 0.08 per share to one non-U.S.

shareholder and seven U.S.

shareholders.

On July 1, 2025, the Company issued the second tranche of 1,000,000 of the Company’s restricted shares of Common Stock to Dr.

Raymond Powell as part of the compensation package in the NIE agreement.

On July 28, 2025, the Company issued a total of 187,500 restricted shares of Common Stock for $ 15,000 at $ 0.08 per share to one U.S.

On September 12, 2025, the Company issued a total of 5,412,500 restricted shares of Common Stock for $ 433,000 at a price of $ 0.08 per share to three non-U.S.

shareholders.

Appointment of Director

Effective July 3, 2025, by resolution of the Board, Dr.

Raymond Powell was appointed as a member of the board of directors of the Company.

In July 2025, Verde Resources Inc.

received encouraging preliminary performance results from the National Center for Asphalt Technology (NCAT) regarding its Cold-Mix Biochar-Asphalt test section at NCAT’s Test Track—installed in December 2024.

After approximately 50,000 equivalent single axle loads (ESALs) of heavy truck traffic, the asphalt surface remained flexible and demonstrated consistent durability, particularly under low-volume roadway conditions, as confirmed by NCAT's Assistant Director for Test Track Research, Mr.

Nathan Moore.

This demonstration marks the world’s first deployment of a carbon‑sequestering asphalt material engineered to maintain competitive strength and flexibility for road applications.

Verde announced this milestone in a press release on July 28, 2025.

In September 2025, NCAT’s latest evaluation of Verde’s cold recycling mix using 100% reclaimed asphalt pavement (“RAP”) further validated the testing results of our proprietary formulation.

Laboratory testing conducted in accordance with ASTM D6927 (Marshall Stability and Flow), ASTM D6931 (Indirect Tensile Strength), and AASHTO T283 (Moisture Susceptibility) demonstrated that Verde’s cold-recycled mix not only meets but exceeds industry specifications for cold-recycled asphalt.

Addendum to C-Twelve Agreement

Effective October 8, 2025, the Company entered into an addendum to the Joint Development Agreement (the “C-Twelve Addendum”) with C-Twelve pursuant to which (i) C-Twelve approved the Company’s entry into the License Agreement with Ergon, (ii) the exclusive territory granted to Verde under the Joint Development Agreement is expanded to comprise the United States of America (including all states, territories, and regions thereof), Canada and Mexico, (iii) the Company agreed to pay an additional $1 million in exclusive licensing fees for the expanded territories of Canada and Mexico, which shall be paid concurrently with the $2 million loan previously agreed upon under the Joint Development Agreement (the “C-Twelve Loan”) and (iv) the Company agreed to a potential conditional fee payment to C-Twelve in 2027 based on agreed to minimum amounts of liters of Verde 24 which the Company may purchase from C-Twelve.

The Company is required to fund the C-Twelve Loan and the additional $1 million fee to C-Twelve (the proceeds of which are expected to be used by C-Twelve in part to enhance its Verde 24 manufacturing capability) within thirty (30) days of closing of a transaction in which our Common Stock becomes listed on a U.S.

national exchange, provided that if such funding is not achieved by July 31, 2026, C-Twelve shall have the right, on ten (10) business days’ notice, to hold us in breach of the Joint Development Agreement.

Ergon License

On October 10, 2025, Verde Renewables entered into a license agreement with Ergon, pursuant to which the Company has granted Ergon an exclusive, non-transferable license to use, manufacture, commercialize, market, sell and distribute any product that contains or is manufactured or formed by Ergon using the Company’s proprietary cold mix biochar asphalt emulsifying agent, Verde V24, in the United States (including its territories), Canada and Mexico, in exchange for Ergon agreeing to purchase Verde V24 from the Company at a fixed price (which is inclusive of all fees associated with the license, but subject to consumer price index adjustments) for use in Ergon’s asphalt road materials products.

The Company has agreed with Ergon to an initial fifteen (15) month “go-to-market period”, during which there will be no minimum purchase requirements for Ergon’s purchases of Verde V24.

For each calendar year beginning January 1, 2027, Ergon has agreed to negotiate with the Company in good faith towards the establishment of possible minimum purchase amounts based on certain customary factors.

The Company has also agreed with Ergon that if minimum purchase amounts are agreed to for any given calendar year, the Company and Ergon will agree in good faith to new minimum purchase amounts for each subsequent year, subject to consideration of customary factors.

The Company has also agreed to provide Ergon with forty percent (40%) of its share of the carbon removal credits generated from the mixing of the final carbon sequestering BioAsphalt™ surface material, so long as:

(a) the carbon removal credits are generated from bulk mixing or packaged mixed product, and

(b) the mixing of the final BioAsphalt™ surface material includes biochar purchased from the Company.

The Ergon License additionally grants Ergon the right to use the Company’s trademarks and access to ongoing technical services to facilitate the monitoring, reporting, and verification process of each ton of carbon dioxide sequestered.

The term of the Ergon License is ten (10) years, with an automatic renewal for additional ten (10) year periods, subject to a minimum of six (6) months’ notice of cancellation prior to renewal.

The Ergon License may be terminated in the event of non-payment of amounts due, initiation of bankruptcy proceedings, or under other customary terms.

Additionally, Ergon may terminate the Ergon License upon sixty (60) days’ prior written notice in the event that our Chief Executive Officer, Jack Wong, or our Chief Operating Officer, Eric Bava, are removed from their respective positions with the Company for reasons other than termination for cause or voluntary resignation.

The Ergon License additionally contains provisions regarding confidentiality, indemnification, and representations and warranties of the parties that are customary for such an agreement.

Entry into Non-binding Term Sheet for an Equity Financing

On October 10, 2025, the Company entered into a non-binding term sheet with Ergon for a $ 2 million investment by Ergon in the Company.

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, 2025, up through the date the Company issued the audited consolidated financial statements.

NOTE 24 – RE-PRESENTATION

Certain prior year amounts have been re-presented to conform to the current year’s presentation.

The re-presentation had no impact on previously reported income or losses.

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 9A. Controls and Procedures