{"url_path":"/sec/vrdr/10-k/2026/item-16","section_key":"item-16","section_title":"Item 16 Form 10-K Summary**","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/1506929/0001493152-26-027105-index.html","accession_number":"0001493152-26-027105","cik":"0001506929","ticker":"VRDR","issuer_name":"VERDE RESOURCES, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1506929/0001493152-26-027105-index.html","primary_entity_key":"0001506929","primary_entity_name":"VERDE RESOURCES, INC."},"word_count":26847,"has_tables":true,"body_markdown":"**ITEM\n16. Form 10-K Summary**\n\n \n\nNot\napplicable.\n\n \n\n60\n\n[Table of Contents](#toc_001)\n\n \n\n**SIGNATURES**\n\n \n\nPursuant\nto the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on\nits behalf by the undersigned, thereunto duly authorized this 3rd day of June, 2026.\n\n \n\n \n**VERDE\nRESOURCES, INC.**\n\n \n \n \n\n \nBy:\n*/s/\nJack Wong*\n\n \n \nJack\nWong\n\n \n \nChief\nExecutive Officer\n\n \n \n(Principal\nExecutive Officer)\n\n \n \n \n\n \nBy:\n*/s/\nSherina Chui*\n\n \n \nSherina\nChui\n\n \n \nChief\nFinancial Officer\n\n \n \n(Principal\nFinancial and Accounting Officer)\n\n \n\nPursuant\nto the requirements of the Securities Act, this Annual Report has been signed by the following persons in the capacities and on the date\nindicated:\n\n \n\n**Signature**\n \n**Title**\n \n**Date**\n\n \n \n \n \n \n\n*/s/\nJack Wong*\n \nChief\nExecutive Officer and Director\n \nJune\n3, 2026\n\nJack\nWong\n \n(principal\nexecutive officer)\n \n \n\n \n \n \n \n \n\n*/s/\nSherina Chui*\n \nChief\nFinancial Officer\n \nJune\n3, 2026\n\nSherina\nChui\n\n \n\n \n(principal\nfinancial and accounting officer)\n \n \n\n*/s/\nEric Bava*\n \nDirector\n \nJune\n3, 2026\n\nEric\nBava\n \n \n \n \n\n \n \n \n \n \n\n*/s/\nKarl Strahl*\n \nDirector\n\n \nJune\n3, 2026\n\nKarl\nStrahl\n \n \n \n \n\n \n \n \n \n \n\n*/s/\nRaymond Lee Powell*\n \nDirector\n \nJune\n3, 2026\n\nRaymond\nLee Powell\n \n \n \n \n\n \n\n61\n\n[Table of Contents](#toc_001)\n\n \n\n**VERDE\nRESOURCES, INC.**\n\n**INDEX\nTO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEAR ENDED JUNE 30, 2025 AND 2024**\n\n \n\n \nPage\n\n \n \n\n[Reports of Independent Registered Accounting Firm - J&S Associate PLT](#mn_001) (PCAOB ID: 6743)\nF-2\n\n \n \n\n[Consolidated Balance Sheets](#mn_002)\nF-4\n\n \n \n\n[Consolidated Statements of Operations and Comprehensive Loss](#mn_003)\nF-5\n\n \n \n\n[Consolidated Statements of Cash Flows](#mn_004)\nF-6\n\n \n \n\n[Consolidated Statements of Changes in Stockholders’ Equity](#mn_005)\nF-7\n\n \n \n\n[Notes to Consolidated Financial Statements](#mn_006)\nF-8\n\n \n\nF-1\n\n[Table of Contents](#toc_002)\n\n \n\n \n\n**J&S\nASSOCIATE PLT**\n\n202206000037\n(LLP0033395-LCA) & AF002380\n\n(Registered\nwith PCAOB and MIA)\n\nB-11-14,\nMegan Avenue II\n\n12,Jalan\nYap Kwan Seng, 50450, Kuala Lumpur, Malaysia\n\n \n\nTel:\n+603-4813 9469\n\nEmail\n: info@jns-associate.com\n\nWebsite\n: jns-associate.com\n\n \n\n**REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nThe\nBoard of Directors and Stockholders of\n\n**VERDE\nRESOURCES, INC.**\n\n \n\n**Opinion\non the Financial Statement**\n\n \n\nWe\nhave audited the accompanying consolidated balance sheet of Verde Resources, Inc. and its subsidiaries (the ‘Company’) as\nof June 30, 2025 and 2024, and the related consolidated statement of operations and comprehensive loss, changes in stockholders’\nequity and cash flows for the years ended June 30, 2025 and 2024, and the related notes (collectively referred to as the “financial\nstatements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the\nCompany 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,\nin conformity with accounting principles generally accepted in the United States of America.\n\n \n\n**Basis\nfor Opinion**\n\n \n\nThese\nfinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s\nfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board\n(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal\nsecurities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe\nconducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company\nis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,\nwe are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion\non the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur\naudit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or\nfraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding\nthe amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant\nestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides\na reasonable basis for our opinion.\n\n \n\n**Critical\nAudit Matters**\n\n \n\nCritical\naudit matters are matters arising from the current year audit of the financial statements that were communicated or are required to be\ncommunicated to the audit committee, or in their absence, the directors, and that: (1) relate to accounts or disclosures that are material\nto the financial statements, and (2) involved especially challenging, subjective, or complex judgements. The communication of critical\naudit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating\nthe critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which\nthey relate.\n\n \n\n*Impairment\nAssessment of Intellectual Properties*\n\n \n\nAs\ndescribed in Note 8 to the consolidated financial statements, the intangible assets comprise intellectual properties acquired from third\nparties and were measured initially at fair value. The intellectual properties are classified as indefinite-lived intangible assets and\nare not being amortized. The Company’s evaluation of its acquired intellectual properties for potential impairment involved significant\njudgement. As disclosed in Note 8 to the financial statements, management performed a qualitative assessment to determine whether it\nis more likely than not that the intangible asset is impaired. This assessment considered various factors including macroeconomic conditions,\nindustry and market trends, cost factors, overall financial performance, legal and regulatory environment factors and relevant internal\nreporting and management’s plans.\n\n \n\nF-2\n\n[Table of Contents](#toc_002)\n\n \n\nWe\nidentified the qualitative impairment assessment of the intellectual properties as a critical audit matter due to the subjective nature\nof management’s assumptions, the complexity of evaluating multiple qualitative factors, and the materiality of the asset to the\nfinancial statements. Auditing this matter required a high degree of auditor judgment and an increased extent of audit effort.\n\n \n\nOur\naudit procedures related to the qualitative impairment assessment included the following:\n\n \n\n \ni)\nEvaluated\nthe appropriateness of management’s qualitative assessment framework in accordance with ASC 350;\n\n \n \n \n\n \nii)\nDiscussions\nwith key management of the Company to understand the future plans and direction of the Company;\n\n \n \n \n\n \niii)\nAssessed\nthe completeness and relevance of the qualitative factors considered by management;\n\n \n \n \n\n \niv)\nCritically\nevaluated management’s assessment on a high level for their rationale and justification of the assumptions used and agreed\nthese with external public data and signed agreements, where applicable;\n\n \n \n \n\n \nv)\nInterviewed\noperational personnel of the Company and corroborated the understanding of management’s future plans and their assumptions;\n\n \n \n \n\n \nvi)\nObtained\nthe internal forecasts prepared by management for the future direction of the Company and obtained an understanding of how the forecast\nindirectly related to the future use of the intellectual properties;\n\n \n \n \n\n \nvii)\nReviewed\nthe internal forecasts prepared by management including evaluation of the reasonableness of the assumptions used and agreed the key\ninputs to supporting documents;\n\n \n \n \n\n \nviii)\nInterviewed\nkey management and a key supplier of the Company to confirm their commitment and readiness to support the Company in its plans;\n\n \n \n \n\n \nix)\nTested\nthe mathematical accuracy of the internal forecasts prepared by management;\n\n \n \n \n\n \nx)\nReviewed\nthe disclosures in the consolidated financial statements to ensure compliance with the requirements of ASC 350.\n\n \n\n*/s/\nJ&S Associate PLT*\n\n \n\nCertified\nPublic Accountants\n\nFirm\nID: 6743\n\n \n\nWe\nhave served as the Company’s auditor since 2022.\n\n \n\nKuala\nLumpur, Malaysia\n\n \n\nOctober\n23, 2025 except for Notes 2, 3, 6, 13, 15, 16, 21 and 24 to the financial statements, as to which the date is June 3,\n2026.\n\n \n\nF-3\n\n[Table of Contents](#toc_002)\n\n \n\n**VERDE\nRESOURCES, INC.**\n\n**CONSOLIDATED\nBALANCE SHEETS**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n  \n2025  \n2024 \n\n  \nAs of June 30, \n\n  \n2025  \n2024 \n\n  \n   \n(revised) \n\nASSETS \n    \n   \n\nCurrent asset: \n    \n   \n\nCash and cash equivalents \n$1,021,112  \n$279,137 \n\nDeposits with banks \n 1,276,484  \n 2,000,000 \n\nAccounts receivable \n 188,415  \n 66,749 \n\nInventories \n 284,561  \n 309,144 \n\nAmounts due from related party \n 100  \n 100 \n\nPrepaid share-based compensation- nonemployees \n 455,291  \n 135,144 \n\nPrepayments \n 46,605  \n 26,507 \n\nOther receivables and deposits \n 15,647  \n 6,862 \n\n \n    \n   \n\nTotal current assets before discontinued operation \n 3,288,215  \n 2,823,643 \n\n  \n    \n   \n\nAssets held for sale \n 4,000  \n 606,043 \n\n  \n    \n   \n\nTotal current assets \n 3,292,215  \n 3,429,686 \n\n  \n    \n   \n\nNon-current assets: \n    \n   \n\nProperty, plant and equipment, net \n 1,574,984  \n 2,916,006 \n\nRight of use assets, net \n 518,375  \n 509,482 \n\nIntangible assets \n 33,503,771  \n 33,160,631 \n\nSecurity deposit \n 80,000  \n 80,000 \n\nPrepaid share-based compensation- nonemployees \n 126,047  \n 65,522 \n\n  \n    \n   \n\nTotal non-current assets \n 35,803,177  \n 36,731,641 \n\n  \n    \n   \n\nTOTAL ASSETS \n$39,095,392  \n$40,161,327 \n\n  \n    \n   \n\nLIABILITIES AND STOCKHOLDERS’ EQUITY \n    \n   \n\nCurrent liabilities: \n    \n   \n\nAccounts payable \n$55,092  \n$91,533 \n\nOther payables \n 545,963  \n 461,012 \n\nDeposit and accrued liabilities \n 371,837  \n 83,671 \n\nAccrued share-based compensation for nonemployee \n 44,288  \n 139,191 \n\nAccrued share-based compensation for employee \n 44,877  \n 135,679 \n\nAccrued share-based compensation \n 44,877  \n 135,679 \n\nFinance lease liabilities \n -  \n 22,323 \n\nFinance lease liabilities – assets held for sale \n -  \n 603,252 \n\nCurrent portion of operating lease liabilities \n 38,311  \n 24,881 \n\nBank loan \n -  \n 211,440 \n\nPromissory notes to related party \n -  \n 591,170 \n\nAmount due to a director \n 209,640  \n 4,188 \n\nAmounts due to related parties \n 324,974  \n 385,550 \n\n  \n    \n   \n\nTotal current liabilities \n 1,634,982  \n 2,753,890 \n\n  \n    \n   \n\nNon-current liabilities: \n    \n   \n\nFinance lease liabilities \n -  \n 86,565 \n\nOperating lease liabilities, net of current portion \n 91,639  \n 4,602 \n\n  \n    \n   \n\nTotal non-current liabilities \n 91,639  \n 91,167 \n\n  \n    \n   \n\nTOTAL LIABILITIES \n 1,726,621  \n 2,845,057 \n\n  \n    \n   \n\nCommitments and contingencies \n -  \n - \n\n  \n    \n   \n\nSTOCKHOLDERS’ EQUITY \n    \n   \n\nPreferred stock, $0.001 par value, 50,000,000 shares authorized, none issued and outstanding \n -  \n - \n\nCommon 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 \n 1,262,680  \n 1,221,346 \n\nAdditional paid-in capital \n 54,530,117  \n 49,647,034 \n\nAccumulated other comprehensive income \n (160,809) \n (71,906)\n\nAccumulated deficit \n (18,263,181) \n (13,480,204)\n\nStockholders' Equity Before Non controlling interest \n 37,368,807  \n 37,316,270 \n\nNon-controlling interest \n (36) \n - \n\nStockholders’ equity \n 37,368,771  \n 37,316,270 \n\n  \n    \n   \n\nTOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY \n$39,095,392  \n$40,161,327 \n\n \n\nSee\naccompanying notes to consolidated financial statements.\n\n \n\nF-4\n\n[Table of Contents](#toc_002)\n\n \n\n**VERDE\nRESOURCES, INC.**\n\n**CONSOLIDATED\nSTATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS**\n\n**(Currency\nexpressed in United States Dollars (“US$”))**\n\n \n\n  \n2025  \n2024 \n\n  \nYears ended June 30, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nRevenue, net \n$133,202  \n$96,584 \n\n  \n    \n   \n\nCost of revenue \n 51,789  \n 62,978 \n\n  \n    \n   \n\nGross profit \n 81,413  \n 33,606 \n\n  \n    \n   \n\nOperating expenses: \n    \n   \n\nSelling, general and administrative expenses \n 5,889,024  \n 2,882,376 \n\nOther operating expenses \n 214,410  \n 237,047 \n\nTotal operating expenses \n 6,103,434  \n 3,119,423 \n\n  \n    \n   \n\nLOSS FROM OPERATION \n (6,022,021) \n (3,085,817)\n\n  \n    \n   \n\nOther (expense) income: \n    \n   \n\nInterest expense \n (102,703) \n (176,483)\n\nRental income \n 38,200  \n 68,200 \n\nGain from insurance claims \n 481,513  \n - \n\nUnrealized foreign exchange gain \n 582,034  \n - \n\nGain on disposal of property, plant and equipment \n 164,624  \n - \n\nInterest income \n 70,650  \n 1,112 \n\nOther income \n 4,690  \n 5,326 \n\nTotal other income (expense), net \n 1,239,008  \n (101,845)\n\n  \n    \n   \n\nLOSS BEFORE INCOME TAXES \n (4,783,013) \n (3,187,662)\n\n  \n    \n   \n\nIncome tax expense \n -  \n (112)\n\n  \n    \n   \n\nNET LOSS \n (4,783,013) \n (3,187,774)\n\n  \n    \n   \n\nNet loss attributable to non-controlling interest \n (36) \n - \n\nNet loss attributable to Verde Resources Inc., shareholders \n (4,782,977) \n (3,187,774)\n\nNet (loss) income attributable to non-controlling interest    \n$(4,783,013) \n$(3,187,774)\n\n  \n    \n   \n\nOther comprehensive (loss) income: \n    \n   \n\n- Foreign currency adjustment (expense) income \n (88,903) \n 7,286 \n\n  \n    \n   \n\nCOMPREHENSIVE LOSS \n$(4,871,916) \n$(3,180,488)\n\n  \n    \n   \n\nNet loss per share \n    \n   \n\n- Basic and diluted \n$(0.00) \n$(0.00)\n\n  \n    \n   \n\nWeighted average common shares outstanding \n    \n   \n\n- Basic and diluted \n 1,242,092,192  \n 1,187,606,780 \n\n \n\nSee\naccompanying notes to consolidated financial statements.\n\n \n\nF-5\n\n[Table of Contents](#toc_002)\n\n \n\n**VERDE\nRESOURCES, INC.**\n\n**CONSOLIDATED\nSTATEMENTS OF CASH FLOWS**\n\n**(Currency\nexpressed in United States Dollars (“US$”))**\n\n \n\n  \n2025  \n2024 \n\n  \nYears ended June 30, \n\n  \n2025  \n2024 \n\n  \n   \n(revised) \n\nCash flows from operating activities: \n    \n   \n\nNet loss \n$(4,783,013) \n$(3,187,774)\n\n  \n    \n   \n\nAdjustments to reconcile net loss to net cash used in operating activities \n    \n   \n\nDepreciation of property, plant and equipment \n 248,940  \n 417,517 \n\nAmortization \n 102,857  \n 115,359 \n\nStock-based compensation-nonemployee \n 1,341,373  \n 252,369 \n\nStock-based compensation-employee \n 432,246  \n 135,679 \n\nStock-based compensation-director \n 5,534  \n - \n\nStock-based compensation \n 5,534  \n - \n\nFinance cost interest element of promissory notes (non-cash) \n 84,718  \n 103,380 \n\nOperating lease expense \n 42,848  \n 28,240 \n\nDeposit paid for acquisition of subsidiary written off \n -  \n 21,316 \n\nImpairment on accounts receivable \n -  \n 27,481 \n\nImpairment on other receivables \n -  \n 29,842 \n\nImpairment on property, plant and equipment \n 137,632  \n 134,042 \n\nImpairment on advance to supplier \n -  \n 177,200 \n\nImpairment on assets held for sale \n 5,866  \n - \n\nWrite down of inventories \n -  \n 15,587 \n\nUnrealized foreign exchange gain \n (582,034) \n - \n\nGain from insurance claim \n (481,513) \n - \n\nLoss on disposal of asset held for sale \n 2,877  \n - \n\nGain on disposal of property, plant and equipment \n (164,624) \n - \n\nInventories written off \n -  \n 5,978 \n\nProperty, plant and equipment written off \n -  \n 3,979 \n\nChange in operating assets and liabilities: \n    \n   \n\nAccounts receivable \n (121,278) \n (81,427)\n\nOther receivables and deposits \n (34,867) \n (22,918)\n\nPrepayments \n (20,098) \n (6,656)\n\nInventories \n 32,733  \n (235,677)\n\nAccounts payables \n (44,368) \n 19,725 \n\nAccrued liabilities and other payables \n 277,467  \n (38,160)\n\nAdvanced from director \n 205,581  \n (5,472)\n\nAdvanced from/to related parties \n (61,206) \n 30,640 \n\nRepayment of operating lease liabilities \n (38,442) \n (28,240)\n\nNet cash used in operating activities \n (3,410,771) \n (2,087,990)\n\n  \n    \n   \n\nCash flows from investing activities: \n    \n   \n\nProceeds from disposal of assets held for sale \n 943,300  \n - \n\nProceeds from disposal of property, plant and equipment \n 947,995  \n - \n\nProceeds from insurance recoveries \n 541,221  \n - \n\nWithdrawal of deposit with bank \n 750,000  \n - \n\nPlacement of deposit with bank \n -  \n (2,000,000)\n\nPurchase of property, plant and equipment \n (378) \n (16,646)\n\nNet cash provided by (used in) investing activities \n 3,182,138  \n (2,016,646)\n\n  \n    \n   \n\nCash flows from financing activities: \n    \n   \n\nRepayment to lease liabilities \n (712,140) \n (138,156)\n\nProceeds of bank loan \n -  \n 50,000 \n\nRepayment of bank loan \n (211,440) \n (29,560)\n\nAdvanced from other payables \n -  \n 136,983 \n\nProceeds from issuance of Common Stock \n 1,983,000  \n 4,108,379 \n\nRefund from cancellation of Common Stock \n (80,000) \n - \n\nNet cash provided by financing activities \n 979,420  \n 4,127,646 \n\n  \n    \n   \n\nNet change in cash and cash equivalent \n 750,787  \n 23,010 \n\n  \n    \n   \n\nForeign currency translation adjustment \n (8,812) \n 55,718 \n\n  \n    \n   \n\nNet change in cash and cash equivalents \n 741,975  \n 78,728 \n\n  \n    \n   \n\nCASH AND CASH EQUIVALENTS, AT BEGINNING OF YEAR \n 279,137  \n 200,409 \n\n  \n    \n   \n\nCASH AND CASH EQUIVALENTS, AT END OF YEAR \n$1,021,112  \n$279,137 \n\n  \n    \n   \n\nSUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: \n    \n   \n\nCash paid for income taxes \n$-  \n$- \n\nCash paid for interest \n$16,247  \n$59,566 \n\n  \n    \n   \n\nSUPPLEMENTAL NONCASH DISCLOSURE: \n    \n   \n\nShare issuance for employee compensation \n 392,903  \n$- \n\nPromissory Note to related party settled by Company’s Common Stock \n 675,888  \n   \n\n \n\nSee\naccompanying notes to consolidated financial statements.\n\n \n\nF-6\n\n[Table of Contents](#toc_002)\n\n \n\n**VERDE\nRESOURCES, INC.**\n\n**CONSOLIDATED\nSTATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(revised)**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n** **** **\n\n**No.\nof shares**\n** **** **\n**Amount**** **** **\n\n**capital**\n** **** **\n\n**income**\n** **** **\n\n**losses**\n** **** **\n\n**interest**\n** **** **\n\n**equity**\n** **\n\n  \nCommon stock  \n\n**Additional**\n\n**paid-in**\n  \n\n**Accumulated**\n\n**other**\n\n**comprehensive**\n  \nAccumulated  \n\n**Non-**\n\n**controlling**\n  \n\n**Total**\n\n**stockholders’**\n \n\n  \nNo. of shares  \nAmount  \ncapital  \nincome (loss)  \ndeficit  \ninterest  \nequity \n\n  \n   \n   \n   \n   \n   \n   \n  \n\nBalance as of July 1, 2023 \n 1,176,200,278  \n$1,176,200  \n$45,415,958  \n$(79,192) \n$(10,292,430) \n$-  \n$36,220,536 \n\n  \n    \n    \n    \n    \n    \n    \n   \n\nShares issued to service provider \n 1,000,000  \n 1,000  \n 133,000  \n -  \n -  \n -  \n 134,000 \n\nShares issued for private placement \n 44,651,232  \n 44,651  \n 4,273,556  \n -  \n -  \n -  \n 4,318,207 \n\nShares cancelled \n (504,924) \n (505) \n (175,480) \n -  \n -  \n -  \n (175,985)\n\nNet loss for the year \n -  \n -  \n -  \n -  \n (3,187,774) \n -  \n (3,187,774)\n\nForeign currency translation adjustment \n -  \n -  \n -  \n 7,286  \n -  \n -  \n 7,286 \n\n  \n    \n    \n    \n    \n    \n    \n   \n\nBalance as of June 30, 2024 \n 1,221,346,586  \n$1,221,346  \n$49,647,034  \n$(71,906) \n$(13,480,204) \n -  \n$37,316,270 \n\n  \n    \n    \n    \n    \n    \n    \n   \n\nBalance as of July 1, 2024 \n 1,221,346,586  \n$1,221,346  \n$49,647,034  \n$(71,906) \n$(13,480,204) \n -  \n$37,316,270 \n\nBalance  \n 1,221,346,586  \n$1,221,346  \n$49,647,034  \n$(71,906) \n$(13,480,204) \n -  \n$37,316,270 \n\n  \n    \n    \n    \n    \n    \n    \n   \n\nShare issued for private placement \n 21,202,213  \n 21,202  \n 1,961,798  \n -  \n -  \n -  \n 1,983,000 \n\nShares issued to service provider \n 8,856,550  \n 8,856  \n 1,808,091  \n -  \n -  \n -  \n 1,816,947 \n\nShares issued to employee \n 2,070,000  \n 2,070  \n 520,978  \n -  \n -  \n -  \n 523,048 \n\nShares issued for settlement of promissory notes \n 9,655,542  \n 9,656  \n 666,232  \n -  \n -  \n -  \n 675,888 \n\nShares cancelled \n (800,000) \n (800) \n (79,200) \n -  \n -  \n -  \n (80,000)\n\nShares issued to director \n 350,000  \n 350  \n 5,184  \n -  \n -  \n -  \n 5,534 \n\nNet loss for the period \n -  \n -  \n -  \n -  \n (4,782,977) \n (36) \n (4,783,013)\n\nForeign currency translation adjustment \n -  \n -  \n -  \n (88,903) \n -  \n -  \n (88,903)\n\n  \n    \n    \n    \n    \n    \n    \n   \n\nBalance as of June 30, 2025 \n 1,262,680,891  \n$1,262,680  \n$54,530,117  \n$(160,809) \n$(18,263,181) \n (36) \n$37,368,771 \n\nBalance \n 1,262,680,891  \n$1,262,680  \n$54,530,117  \n$(160,809) \n$(18,263,181) \n (36) \n$37,368,771 \n\n \n\nSee\naccompanying notes to consolidated financial statements.\n\n \n\nF-7\n\n[Table of Contents](#toc_002)\n\n \n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n**NOTE\n1 - ORGANIZATION AND BUSINESS BACKGROUND**\n\n \n\nVerde\nResources, Inc. (the “We” or “Company” or “VRDR”) was incorporated on April 22, 2010, in the State\nof Nevada, U.S.A.\n\n \n\nThe\nCompany is a road construction and building materials company offering proprietary, environmentally sustainable materials, with the goal\nto drive innovations that enhance sustainability and advance environmental stewardship. By integrating biochar, a highly effective carbon\nsequester and performance enhancer, the Company intends to facilitate the industry’s transition to zero emissions. The Company\nbelieves its approach reduces greenhouse gas (“GHG”) emissions, optimizes the use of native soils and recycled materials,\nspeeds installation, and improves efficiency while cutting costs. Since June 2023 the Company’s strategic focus has been on testing\nthe Company’s biochar asphalt technology through the Company’s subsidiary, Verde Renewables Inc., at the National Center\nfor Asphalt Technology (NCAT) test track. This endeavor with NCAT is rigorously testing the Company’s innovative biochar asphalt\ntechnology, which is intended to provide superior performance, environmental sustainability, and the generation of carbon removal and\navoidance credits.\n\n \n\nIn\nDecember 2024, Verde Resources, in collaboration with C-Twelve, successfully demonstrated its pioneering biochar-asphalt technology at\nthe NCAT test track in Auburn, Alabama. The project showcased the ability to retrofit an existing asphalt plant to produce cold-mix biochar\nasphalt under winter conditions without the use of heat, solvents, or odors, resulting in an estimated 50% increase in installation efficiency\ncompared to conventional methods.\n\n \n\nThe\ndemonstration sequestered approximately eight (8) tons of carbon, verified and certified under Puro.earth in collaboration with Oregon\nBiochar Solutions. This achievement marked what the Company believes to be the world’s first carbon removal credits generated through\nasphalt production and installation. The credits, issued and sold in April 2025, were pre-purchased by one of the world’s largest\nfinancial institutions focused on Carbon Dioxide Removals (CDRs). The Company refers to this integrated model of combining low-carbon\nmaterials, operational efficiency, and verified carbon removal credit generation as the “Verde Net Zero Blueprint.”\n\n \n\nIn\nJuly 2025 the Company received early validation based on performance results from NCAT which demonstrated consistent durability, particularly\nunder low-volume roadway conditions. Further in September 2025, NCAT’s latest evaluation of Verde’s cold recycling mix using\n100% reclaimed asphalt pavement (“RAP”) from laboratory testing demonstrated that Verde’s cold-recycled mix not only\nmeets but exceeds industry specifications for cold-recycled asphalt. Results showed superior cohesion, high tensile strength ratio (“TSR”),\nand retained stability compared to standard cold mix benchmarks, validating its strength, durability, and moisture resistance.\n\n \n\nPuro.earth,\nthe crediting platform for durable carbon removal, has officially registered the Company as a Carbon Removal Credit supplier as part\nof its Accelerate program. This registration was formalized through a platform agreement signed in April 2023. The Company’s endeavors\nare positioned to potentially create additional revenue opportunities through the generation of carbon removal credits (CORCs). The Company\nbelieves that the generation of CORCs and the demand for CORCs incentivizes the broader adoption of climate technologies and enables\nthe Company to supply these credits to companies seeking to offset their carbon footprint in pursuit of net-zero objectives. Simultaneously,\nthis approach creates the potential for an additional and substantial revenue stream for the Company.\n\n \n\nThe\nCompany’s current priority is the successful commercialization of its technology in North America, and if that commercialization\nis successful, the Company intends to introduce the same blueprint in Malaysia. Ongoing discussions with PLUS Malaysia, the country’s\nlargest highway operator, signal a growing demand for biochar in the region. This demand, coupled with the certification, could enable\nthe BioFraction™ plant to secure a reliable client, ensuring the resumption of normal operations in Malaysia with the potential\nfor significant scale-up over time.\n\n \n\nDuring\nthe years ended June 30, 2025, and 2024, the Company achieved the following major milestones on its path to commercialization of its\nbiochar-asphalt technology and achieving “net-zero”:\n\n \n\nF-8\n\n[Table of Contents](#toc_002)\n\n \n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\nOn\nJune 27, 2024, the Company entered into an agreement with The National Center for Asphalt Technology at Auburn University (“NCAT”)\nto undertake a 3-year Performance Testing Project titled “Structural Capacity of Sustainable Pavement” (the “Project”).\nThe Project, led by Dr. Nam Tran, Associate Director and Research Professor at NCAT, involved a comprehensive performance testing on\nthe NCAT Test Track in Opelika, Alabama. This facility, sponsored by various state Departments of Transportation (DOTs) and in partnership\nwith the Minnesota Road Research Facility (MnROAD), is dedicated to advancing sustainable pavement technologies. Success in this Project\nis expected to drive widespread adoption of a net-zero road construction blueprint by DOTs across the United States and the federal DOT.\nThe Project commenced on June 24, 2024, and is expected to conclude on September 30, 2027, with the first draft of the final report expected\nin Spring 2027.\n\n \n\nOn\nAugust 14, 2024, the Company entered into a Memorandum of Understanding (the “NPI MOU”) with Nature Plus Inc. (“NPI”)\nto formalize the collaboration on the NCAT Project referred to above Test Track Project (the “Project”) and explore subsequent\nbusiness opportunities arising from the successful completion of the Project. The Project involved the application of TerraZyme technology\nfor the stability of subgrade and base layers, with the overarching goal of advancing road construction methodologies. The Company and\nNPI will jointly develop mixed designs and materials incorporating biochar, aimed at enhancing performance and promoting carbon sequestration.\nThe NPI MOU shall be effective until December 31, 2026, or until replaced by a subsequent distributor agreement. Upon the successful\ncompletion of the Project, the Company and NPI intend to continue the collaboration on future initiatives, including soil stabilization\nand material development, carbon removal credits, certification and compliance, and exclusive rights to distributing TerraZyme.\n\n \n\nOn\nOctober 16, 2024, the Company formed a new subsidiary, VerdePlus Inc. (“VerdePlus”), a Missouri corporation in partnership\nwith Nature Plus Inc. (“NPI”) for the purpose of conducting business on the production of low-carbon building materials by\nintegrating the Company’s expertise with the innovative stabilization enzyme TerraZyme, an intellectual property of NPI to be injected\ninto VerdePlus. The Company and NPI owned 55% and 45% of VerdePlus, respectively.\n\n \n\nOn\nOctober 18, 2024, the Company entered into a binding Term Sheet with C-Twelve Pty Ltd (“C-Twelve”), a corporation incorporated\nin Western Australia, granting the Company (i) an exclusive license to utilize its proprietary binder and biochar asphalt mixed designs\n(the “Licensed Technology”) for the production and commercialization of asphalt surfacing-related products (the “End\nProducts”) within the United States of America and (ii) the first right of refusal to extend the exclusive licensing of the Licensed\nTechnology to other countries and territories subject to terms and conditions to be mutually agreed upon. Subsequently on May 19, 2025,\nthe Company and C-Twelve entered into a definitive agreement, namely the Joint Development Agreement (“C-Twelve Agreement”)\nwhich provides for a 10 year license commencing May 19, 2025.\n\n \n\nOn\nOctober 10, 2025, Verde Renewables entered into a license agreement with Ergon, pursuant to which the Company granted an exclusive, non-transferable\nlicense to use, manufacture, commercialize, market, sell and distribute any product that contains or is manufactured or formed by Ergon\nusing Verde V24 in the United States, Canada, and Mexico, in exchange for Ergon agreeing to purchase Verde V24 at a fixed price (which\nis inclusive of all fees associated with the license, but subject to consumer price index adjustments) for use in Ergon’s asphalt\nroad materials products.\n\n \n\nAs\nof June 30, 2025, the Company has the following subsidiaries:\n\n SCHEDULE\nOF SUBSIDIARIES DETAILS\n\n**Company\nname**\n \n**Place\nof incorporation**\n \n**Principal\nactivities and place of operation**\n \n**Effective\ninterest held**\n\n \n \n \n \n \n \n \n\nVerde\nResources Asia Pacific Limited (“VRAP”)\n \nBritish\nVirgin Islands\n \nInvestment\nholding\n \n100%\n\n \n \n \n \n \n \n \n\nVerde\nResources (Malaysia) Sdn Bhd (“Verde Malaysia”)\n \nMalaysia\n \nManufacturing\nand distribution of renewable agricultural commodities, and provision of consultation services related thereto\n \n100%\n\n \n \n \n \n \n \n \n\nVerde\nRenewables, Inc. (“VRI”)\n \nState\nof Missouri, U.S.A.\n \nTrading\nof building materials and management of a processing and packaging facility\n \n100%\n\n \n \n \n \n \n \n \n\nVerdePlus\nInc. (“VerdePlus”) *\n \nState\nof Missouri, U.S.A.\n \nProduction\nof low-carbon building materials\n \n55%\n\n \n \n \n \n \n \n \n\nVerde\nLife Inc. (“VLI”)\n \nState\nof Oregon, U.S.A.\n \nDevelopment\nof health and wellness products formulated with natural plant extracts derived from crops cultivated using biochar.\n \n100%\n\n \n \n \n \n \n \n \n\nThe\nWision Project Sdn Bhd (“Wision”)\n \nMalaysia\n \nDigital\ninnovation, marketing & consulting service, PR, branding, influencer marketing, event management and media relations services\n \n100%\n\n \n \n \n \n \n \n \n\nVerde\nEstates LLC (“VEL”)\n \nState\nof Missouri, U.S.A.\n \nHolding\nreal property\n \n100%\n\n \n \n \n \n \n \n \n\nBio\nResources Limited (“BRL”)\n \nLabuan,\nMalaysia\n \nProprietor\nof pyrolysis technology\n \n100%\n\n \n\n*On October 16,\n2024, a new subsidiary, VerdePlus, Inc was incorporated in the State of Missouri, USA with an equity interest of 55%.\n\n \n\nUnless\ncontext indicates otherwise, Verde Resources, Inc. and its subsidiaries are hereinafter referred to as the “Company.”\n\n \n\nF-9\n\n[Table of Contents](#toc_002)\n\n \n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n**NOTE\n2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\nThe\naccompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this\nnote and elsewhere in the accompanying consolidated financial statements and notes.\n\n \n\n**Basis\nof Presentation**\n\n \n\nThese\naccompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the\nUnited States of America (“US GAAP”).\n\n \n\n**Use\nof Estimates and Assumptions**\n\n \n\nThe\npreparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that\naffect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated\nfinancial statements and the reported amounts of revenues and expenses during the years presented. Significant accounting estimates reflected\nin the Company’s consolidated financial statements include the useful lives of plant and equipment, impairment of long-lived assets\n(including intangible assets), allowance for expected credit losses, revenue recognition, share based compensation, deferred taxes and\nuncertain tax position.\n\n \n\nThe\ninputs into the management’s judgments and estimates consider the geopolitical tension, inflationary and high-interest rate environment\nand other macroeconomic factors on the Company’s critical and significant accounting estimates. Actual results could differ from\nthese estimates.\n\n \n\n**Basis\nof Consolidation**\n\n \n\nThe\nconsolidated financial statements include the financial statements of Verde Resources, Inc. and its subsidiaries. All significant inter-company\nbalances and transactions within the Company and its subsidiaries have been eliminated upon consolidation. The Company accounts for acquisitions\nin accordance with guidance found in Accounting Standards Codification (“ASC”) 805, *Business Combinations*. The guidance\nrequires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair\nmarket values at the acquisition date.\n\n \n\n**Segment\nReporting**\n\n \n\nDuring\nthe fiscal year ended June 30, 2025, the Company reassessed its segment reporting conclusions in accordance with ASC Topic 280 and\ndetermined that it operates as a 1 single operating and reportable segment. This reassessment reflects changes in how the business\nis managed and how financial information is reviewed by the Company’s Chief Operating Decision Maker\n(“CODM”).\n\n \n\nThe\nCompany’s CODM is the Chief Executive Officer, who reviews financial information on a consolidated basis, including revenue, operating\nexpenses and net income (loss), when evaluating operating performance and allocating resources. The CODM uses net income (loss) as the\nprimary measure of performance and uses revenue as the primary measure for allocating resources.\n\n \n\nThis\nconclusion reflects the increased integration of the Company’s operations, including centralized decision-making, shared resources,\nand alignment of strategic objectives across the organization. In prior periods, the Company had evaluated its operations as potentially\ncomprising multiple segments based on earlier organizational structures and the CODM had used sales and operating income as the primary\nmeasures of segment profit or loss to assess performance and make resource allocation decisions. The CODM assessed those metrics and\ncompared actuals to budgeted and forecasted values to evaluate segment operating performance and allocate resources to the operating\nsegments.\n\n \n\nAs\na result of these changes, management now evaluates performance and allocates resources on a consolidated basis.\n\n \n\nThis\nchange did not impact the Company’s consolidated financial statements but may affect the comparability of segment-related disclosures\nbetween periods. See Note 3 – Business Segment Information for additional information.\n\n \n\n**Concentration\nof Credit Risk**\n\n \n\nThe\nCompany’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents,\ndeposit with banks and accounts receivable. The Company places its cash and cash equivalents and bank deposits with financial institutions\nof high credit worthiness. At times, its cash and cash equivalents and bank deposits with a particular financial institution may exceed\nany applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness\nof any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.\n\n \n\n**Risks\nand Uncertainties**\n\n \n\nThe\nCompany newly operates in the supply of net zero road constructions and building materials are subject to significant risks and uncertainties,\nincluding financial, operational, technological, and other risks associated with a production operation for renewable commodities, including\nthe potential risk of business failure.\n\n \n\nF-10\n\n[Table of Contents](#toc_002)\n\n \n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n**Cash\nand Cash Equivalents**\n\n \n\nCash\nand cash equivalents are carried at cost and represent cash in banks, money market funds, which are readily convertible to known amounts\nof cash and that mature within three months or less from the date of purchase, which, in the opinion of management, are subject to an\ninsignificant 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.\n\n \n\nAt\nJune 30, 2025, and 2024, cash and cash equivalents consisted of petty cash on hand and cash in banks.\n\n \n\n**Deposits\nwith Banks**\n\n \n\nDeposits\nheld for investments that are not debt securities are included in short-term investments in the consolidated balance sheets. Investments\nin time deposits with original maturities of more than three months but remaining maturities of less than one year are considered short-term\ninvestments. Investments held with the intent to reinvest or hold for longer than a year, or with remaining maturities of one year or\nmore, are considered long-term investments.\n\n \n\n**Accounts\nReceivables**\n\n \n\nAccounts\nreceivables are recognized and carried at amortized cost. The Company maintains an allowance for expected credit loss to provide for\nthe estimated number of receivables that will not be collected. The Company considers several factors in its estimate of the allowance,\nincluding knowledge of a client’s financial condition, its historical collection experience, and other factors relevant to assessing\nthe collectability of such receivables. Bad debts are written off against allowances. An allowance for doubtful accounts will be recorded\nin the period when a loss is probable based on an assessment of specific evidence indicating troubled collection, historical experience,\naccounts aging, ongoing business relation and other factors. Accounts are written off after exhaustive efforts at collection. If accounts\nreceivable are to be provided for, or written off, they would be recognized in the consolidated statement of operations within operating\nexpenses. As of June 30, 2025, and 2024, the longest credit term for certain customers are 60 to 90 days.\n\n \n\nAt\nJune 30, 2025 and 2024, the allowance for expected credit loss for accounts receivables amounted to $0 and $27,481 respectively, and\nfor other receivables amounted to $33,939 and $29,842 respectively.\n\n \n\n**Expected\nCredit Loss**\n\n \n\nThe\nCompany accounts for expected credit losses in accordance with ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326):\n*Measurement of Credit Losses on Financial Instruments*. ASC Topic 326 requires entities to use a current expected credit loss (“CECL”)\nmethodology to estimate lifetime expected credit losses for certain financial assets measured at amortized cost, including accounts receivable\nand other financial instruments. The CECL methodology generally results in earlier recognition of credit losses than the previous incurred\nloss model. The Company maintains an allowance for expected credit losses based on a combination of quantitative and qualitative factors,\nincluding historical loss experience, customer-specific credit risk, aging of receivables, current economic conditions and reasonable\nand supportable forecasts of future conditions. Management applies significant judgment in identifying relevant risk factors, evaluating\nthe impact of macroeconomic conditions, including inflation, interest rates and geopolitical uncertainty, and determining the appropriate\nexpected loss rates. Changes in these assumptions or economic conditions could materially affect the timing and amount of credit loss\nprovisions recognized in future periods.\n\n \n\nNo allowance for expected credit losses\non accounts receivable was recognized for the financial years ended June 30, 2025 and 2024.\n\n \n\n**Inventories**\n\n \n\nInventories\nare stated at the lower of cost or market value (net realizable value), cost being determined on a first-in-first-out method. Cost of\nraw materials include cost of materials and incidental costs in bringing the inventory to its current location. Costs of finished goods,\non the other hand include material, labor and overhead costs. The Company provides inventory allowances based on excess and obsolete\ninventories determined principally by customer demand.\n\n \n\nAs\nof June 30, 2025, and 2024, the write down of inventories amounted to $0 and $15,587 respectively, and inventories written off amounted\nto $0 and $5,978 respectively.\n\n \n\n**Property,\nPlant and Equipment**\n\n \n\nProperty,\nplant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated\non the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking\ninto account their estimated residual values:\n\n SCHEDULE\nOF EXPECTED USEFUL LIVES OF PROPERTY, PLANT AND EQUIPMENT\n\n  \nExpected useful life\n\nLand and buildings \n3-27.5 years\n\nPlant and machinery \n5-10 years\n\nOffice equipment \n3 years\n\nComputers \n5 years\n\nMotor vehicles \n5 years\n\nFurniture and fittings \n5 years\n\nRenovation \n10 years\n\n \n\nF-11\n\n[Table of Contents](#toc_002)\n\n \n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\nThe estimated useful lives and depreciation methodology reflect\nmanagement’s judgment based on historical experience, the nature of the assets, anticipated usage, and technological and economic\nfactors. The Company periodically reviews the estimated useful lives of its property, plant and equipment and revises such estimates\nwhen events or changes in circumstances indicate that the estimates may no longer be appropriate.\n\n \n\nExpenditures\nfor maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures\nfor major renewals and betterment which substantially extend the useful life of assets are capitalized. The cost and related accumulated\ndepreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated\nstatements of income and other comprehensive income in other income or expenses.\n\n \n\nThe Company also evaluates property,\nplant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not\nbe recoverable. See Note 7 for details of property, plant and equipment and related depreciation expense.\n\n \n\n**Depreciation\nand Impairment of Plant and Machinery**\n\n** **\n\n \n●\n**Depreciation\nexpense for the years ended June 30, 2025 and 2024:** $248,940 and $417,517, respectively\n\n \n \n \n\n \n●\n**As\nof June 30 2025, and 2024:**\n\n \n\n \n○\n**Impairment\nlosses:** $137,632 and $134,042, respectively, and plant and machinery\n\n \n \n \n\n \n○\n**Write-offs:**\n$0 and $3,979, respectively\n\n \n\n**Intangible\nAssets**\n\n \n\nThe\nCompany accounts for intangible assets in accordance with ASC Topic 350, *Intangibles—Goodwill and Other*, and accounts for\nimpairment of long-lived assets in accordance with ASC Topic 360, *Impairment or Disposal of Long-Lived Assets*.\n\n \n\nIntangible\nassets acquired from third parties are initially measured at fair value. Indefinite-lived intangible assets are not amortized and are\nevaluated for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired.\n\n \n\nIn\naccordance with ASC Topic 360, *Impairment or Disposal of Long-Lived Assets*, the Company evaluates long-lived assets, including\nproperty, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset\nor asset group may not be recoverable. Recoverability is assessed by comparing the carrying amount of the asset or asset group to the\nestimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset. If the carrying amount\nexceeds the estimated undiscounted future cash flows, an impairment loss is recognized based on the excess of the carrying amount over\nthe asset’s fair value.\n\n \n\nTo\nevaluate indefinite-lived intangible assets for impairment under ASC Topic 350, *Intangibles—Goodwill and Other*, the Company\nmay first perform a qualitative assessment to determine whether it is more likely than not that the fair value of the asset is less than\nits carrying amount. Alternatively, the Company may bypass the qualitative assessment and perform a quantitative impairment test. The\nqualitative assessment considers factors including business performance, market conditions, macroeconomic trends, strategic plans, recent\nmarket transactions and projected future cash flows.\n\n \n\nIf\na quantitative assessment is performed, the fair value of the indefinite-lived intangible asset is compared to its carrying amount. Fair\nvalue is generally determined using discounted cash flow models, appraised values or other valuation techniques, as appropriate, and\nrequires management to make significant estimates and assumptions, including projected revenues, operating margins, future cash flows\nand discount rates. If the carrying amount exceeds fair value, an impairment loss is recognized for the excess carrying value.\n\n \n\nThese\nestimates are inherently subjective and sensitive to changes in assumptions and market conditions. Actual results or changes in estimates\ncould result in material impairment charges in future periods. See Note 8 for details of intangible assets and related impairment write\noffs.\n\n \n\nAs\nof June 30, 2025, and 2024, the Company did not record an impairment on the intangible assets.\n\n \n\n**Assets\nHeld for Sale**\n\n \n\nThe\nCompany classifies assets as held-for-sale (“disposal group”) in the period when all of the relevant criteria to be classified\nas held for sale are met. These criteria include management’s commitment to sell the disposal group in its present condition and\nthe sale being deemed probable of being completed within one year. Assets held for sale are reported at the lower of their carrying value\nor fair value less cost to sell. The fair values of disposal groups are estimated using accepted valuation techniques, including indicative\nlisting prices. The Company considers historical experience, guidance received from third parties, and all information available at the\ntime the estimates are made to derive fair value. Any loss resulting from the measurement is recognized in the period when the held for\nsale criteria are met. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains\nclassified as held for sale and reports any subsequent changes as an adjustment to the carrying value of the disposal group, as long\nas the new carrying value does not exceed the initial carrying value of the disposal group. Assets held-for-sale are not amortized or\ndepreciated.\n\n \n\nThe\nimpairment loss on assets held for sale for the years ended June 30, 2025 and 2024 was $5,866 and $0 respectively.\n\n \n\n**Impairment\nof Long-lived Assets**\n\n \n\nIn\naccordance with the provisions of ASC Topic 360, *Impairment or Disposal of Long-Lived Assets*, all long-lived assets such as property,\nplant and equipment owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that\nthe carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of\nthe carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets\nare considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets\nexceed the fair value of the assets.\n\n \n\n**Advance\nto Supplier**\n\n \n\nAdvance\nto supplier is provided for the provision of goods and services and they are secured either by a security deposit or a legally enforceable\nright to recover.\n\n \n\nAs\nof June 30, 2025, and 2024, the Company recorded a write-off of $0 and $177,200 respectively.\n\n \n\nF-12\n\n[Table of Contents](#toc_002)\n\n \n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n**Revenue\nRecognition**\n\n \n\nThe\nCompany accounts for revenue in accordance with ASC Topic 606, *Revenue from Contracts with Customers* (“ASC Topic\n606”), which establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and\ncash flows arising from the entity’s contracts to provide goods or services to customers.\n\n \n\nThe\nCompany applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfils its obligations\nunder each of its agreements:\n\n \n\n \n●\nidentify\nthe contract with a customer;\n\n \n●\nidentify\nthe performance obligations in the contract;\n\n \n●\ndetermine\nthe transaction price;\n\n \n●\nallocate\nthe transaction price to performance obligations in the contract; and\n\n \n●\nrecognize\nrevenue as the performance obligation is satisfied.\n\n \n\nRevenue\nis recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer\nthat obtains control of the product and collection is reasonably assured. A performance obligation is a promise in a contract to transfer\na distinct product or service to a customer. Most of the Company’s contracts have a single performance obligation, as the promise\nto transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct. Accordingly,\nthe transaction price is allocated in its entirety to the single performance obligation and recognized upon its fulfilment.\n\n \n\nThe\nCompany considers customer order confirmations, whether formal or otherwise, to be a contract with the customer. In determining the transaction\nprice, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company\nexpects to be entitled.\n\n \n\nThe\nCompany also follows the guidance provided in ASC 606, Revenue from Contracts with Customers, for determining whether the Company is\nthe principal or an agent in arrangements with customers that involve another party that contributes to the provision of goods to a customer.\nIn these instances, the Company determines whether it has promised to provide the goods itself (as principal) or to arrange for the specified\ngoods to be provided by another party (as an agent). This determination is a matter of judgment that depends on the facts and circumstances\nof each arrangement. As such the Company derives its revenue from the sale of products and services in its role as a principal.\n\n \n\n**Rental\nincome**\n\n \n\nRental\nincome is recognized on a straight line basis over the term of the respective lease agreement.\n\n \n\n**Cost\nof Revenue**\n\n \n\nCost\nof revenue consists primarily of the cost of goods sold, which are directly attributable to the sales of products.\n\n \n\n**Leases**\n\n \n\nThe\nCompany determines if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based on\nthe present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. The Company\nuses rate implicit in the lease to determine the present value of future lease payments to determine the present value of future lease\npayments. Operating lease right-of-use (“ROU assets”) assets represent the Company’s right to control the use of an\nidentified asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from\nthe lease. ROU assets are generally recognized based on the amount of the initial measurement of the lease liability. Lease expense is\nrecognized on a straight-line basis over the lease term. For lease terms of twelve months or fewer, a lessee is permitted to make an\naccounting policy election not to recognize lease assets and liabilities.\n\n \n\nROU\nassets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject\nto the impairment guidance in ASC Topic 360, *Property, Plant, and Equipment*, as ROU assets are long-lived nonfinancial assets.\n\n \n\nROU\nassets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU assets are not independent\nfrom 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,\nwhich represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets\nand liabilities.\n\n \n\nThe\nCompany recognized no impairment of ROU assets as of June 30, 2025, and 2024.\n\n \n\nThe\noperating lease is included in operating lease right-of-use assets and operating lease liabilities as current and non-current liabilities\nin the consolidated balance sheets at June 30, 2025 and 2024.\n\n \n\nF-13\n\n[Table of Contents](#toc_002)\n\n \n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\nLeases\nthat transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance\nleases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the five criteria is\nmet: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii)\nthe lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments\nexceeding 90% of the fair value and v) the underlying asset is of such a specialized nature that it is expected to have no alternative\nuse 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\nat an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term\nor its estimated useful life if title does not transfer to us, while the leased asset is depreciated in accordance with our depreciation\npolicy if the title is to eventually transfer to us. The periodic rent payments made during the lease term are allocated between a reduction\nin the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 842.\n\n \n\n**Income\nTaxes**\n\n \n\nThe\nCompany adopted the ASC Topic 740, *Income tax* provisions of paragraph 740-10-25-13, which addresses the determination of whether\ntax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under paragraph\n740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax\nposition will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits\nrecognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater\nthan fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition,\nclassification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company\nhad no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.\n\n \n\nThe\nestimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying\nbalance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred\ntax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.\n\n \n\nIn assessing the realizability of deferred\ntax assets, management evaluates both positive and negative evidence, including projected future taxable income, tax planning strategies,\nrecent financial performance, economic trends and potential changes in tax laws. Judgment is required in determining whether valuation\nallowances are necessary and adjustments to such valuation allowances could materially impact income tax expense or benefit in future\nperiods. See Note 17 for details related to income taxes.\n\n \n\n**Uncertain\nTax Positions**\n\n \n\nThe\nCompany did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC\nTopic 740 provisions of Section 740-10-25 for the years ended June 30, 2025, and 2024.\n\n \n\n**Foreign\nCurrencies Translation**\n\n \n\nThe\nCompany’s reporting currency is the United States dollar (“US$”) and the accompanying consolidated financial statements\nhave been expressed in United States dollars. The Company and its subsidiaries in the United States have functional currency of US$ whereas\nthe functional currency of the Company’s subsidiaries in Malaysia is Malaysian Ringgit (“MYR”). The functional currencies\nrepresent the primary currencies of the economic environment in which the respective companies’ operations are conducted.\n\n \n\nMonetary\nassets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using\nthe applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement\nof operations.\n\n \n\nFor\nreporting purposes, in accordance with ASC Topic 830 “*Translation of Financial Statements*”, capital accounts of the\nconsolidated financial statements are translated into United States dollars from MYR at their historical exchange rates when the capital\ntransactions occurred. Assets and liabilities are translated at the exchange rates as of balance sheet date. Income and expenditures\nare translated at the average exchange rate of the respective year. The gains and losses resulting from translation of financial statements\nsubsidiaries to the reporting currency are recorded as a separate component of accumulated other comprehensive income within the statements\nof changes in stockholder’s equity.\n\n \n\nTranslation\nof MYR into U.S. dollars has been made at the following exchange rates for the following periods:-\n\n SCHEDULE\nOF FOREIGN CURRENCY TRANSLATION\n\n  \nJune 30, 2025  \nJune 30, 2024 \n\nYear-end MYR:US$ exchange rate \n 0.23650  \n 0.21199 \n\nAnnualized average MYR:US$ exchange rate \n 0.22874  \n 0.21316 \n\n \n\n**Comprehensive\nIncome**\n\n \n\nASC\nTopic 220, *Comprehensive Income*, establishes standards for reporting and display of comprehensive income, its components and accumulated\nbalances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive\nincome, as presented in the accompanying consolidated statements of changes in stockholders’ equity, consists of changes in unrealized\ngains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense\nor benefit.\n\n \n\nF-14\n\n[Table of Contents](#toc_002)\n\n \n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n**Non-controlling\nInterest**\n\n \n\nThe\nCompany accounts for non-controlling interest in accordance with ASC Topic 810-10-45, which requires the Company to present non-controlling\ninterests as a separate component of total shareholders’ equity on the consolidated balance sheets and the consolidated net loss\nattributable to the non-controlling interest be clearly identified and presented on the face of the consolidated statements of operations\nand comprehensive loss.\n\n \n\n**Net\nLoss per Share**\n\n \n\nThe\nCompany calculates net loss per share in accordance with ASC Topic 260, *Earnings per Share*. Basic income per share is computed\nby dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted net loss per share\nis computed similarly to basic net loss per share, except that the denominator is increased to include the number of additional common\nshares that would have been outstanding if the potential Common Stock equivalents had been issued, if dilutive.\n\n \n\nThe\nCompany’s share-based awards consist of common shares that are legally issued, fully vested, and nonforfeitable upon grant. Accordingly,\nsuch shares are included in the weighted-average shares outstanding from the date of issuance, and there are no unvested or forfeitable\nawards requiring separate consideration in the calculation of basic or diluted net loss per share.\n\n \n\nFor\nthe years ended June 30, 2025 and 2024, diluted weighted-average common shares outstanding is equal to basic weighted average common\nshares, due to the Company’s net loss position. Hence no Common Stock equivalents were included in the computation of diluted net\nloss per shares since such inclusion would have been antidilutive.\n\n \n\n**Stock\nCancellation and Reissuance Policy**\n\n \n\nIn\ncertain circumstances, after the Company grants fully vested and nonforfeitable share-based awards to nonemployees, the Company may enter\ninto mutual agreements with the recipients to cancel shares associated with services not yet performed or no longer expected to be performed\nunder the applicable arrangements. In such instances, the Company evaluates the substance of the arrangement in accordance with ASC 718-10-25-2\nand ASC 718-10-35-1, which require that compensation cost be recognized based on the goods or services received. In accordance with ASC\n718-10-45-3, the grant date fair value of these awards are initially recognized as a prepaid share-based compensation, which is recognized\nas compensation expense over the period in which the related goods or services are received. When mutual agreements are concluded to\ncancel shares associated with services which are not performed or are no longer expected to be performed, the Company reverses the remaining\nbalance of the prepaid share-based compensation, which represents the value of services not yet performed. There are no reversals of\npreviously recognized share-based compensation expense relating to services already performed under the applicable arrangements.\n\n \n\n**Treasury\nStock Policy**\n\n \n\nThe\nCompany may also, if required, cancel shares of its Common Stock that have been repurchased or otherwise reacquired, including shares\nacquired through share repurchase programs or forfeited under equity compensation plans. Cancelled shares are retired and removed from\nthe issued and outstanding share count in accordance with applicable corporate law and the Company’s Articles of Incorporation.\n\n \n\nUpon\ncancellation, the par value of the shares is deducted from Common Stock, and any excess of repurchase cost over the par value is\ncharged against additional paid-in capital (APIC) or retained earnings, as applicable. If the original issuance price is not known or determinable, the cost is\nfirst charged to APIC to the extent available, with any remaining amount charged to retained earnings.\n\n \n\nThe\nCompany accounts for reissuance of treasury shares in accordance with *ASC 505-30 – Equity: Treasury Stock*. Treasury shares\nmay be reissued for various purposes, including the settlement of employee equity awards, acquisitions, or other corporate purposes.\n\n \n\nIf\ntreasury shares are reissued:\n\n \n\n \n●\nThe\nproceeds received upon reissuance are credited to treasury stock at the cost of the shares.\n\n \n \n \n\n \n●\nAny\ndifference between the reissuance price and the cost of the treasury shares is recorded as an adjustment to APIC.\n\n \n\n \n○\nIf\nthe reissuance price exceeds the cost, the excess is credited to APIC.\n\n \n \n \n\n \n○\nIf\nthe reissuance price is less than the cost and APIC related to treasury stock transactions is insufficient to absorb the difference,\nthe remainder is charged to Retained Earnings.\n\n \n\nThe Company uses the cost method to account for treasury stock\ntransactions. Reissued shares are included in the number of shares issued and outstanding as of the date of reissuance.\n\n \n\nF-15\n\n[Table of Contents](#toc_002)\n\n \n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\nAs\nof year-ended June 30, 2025, there have been no Treasury Stock purchases by the Company.\n\n \n\n**Stock\nBased Compensation Policy**\n\n \n\n*Stock-Based\nCompensation*\n\n \n\nThe\nCompany accounts for stock-based compensation in accordance with ASC Topic 718, *Compensation—Stock Compensation*, which requires\nthe measurement and recognition of compensation expense for all share-based payment arrangements related to the acquisition of goods\nand services from both employees and nonemployees based on the fair value of the awards at grant date.\n\n \n\n*Grant\nDate and Measurement*\n\n \n\nThe\ngrant date represents the date on which all key terms and conditions of the award are approved and understood by both the Company and\nthe recipient, which generally corresponds to the date of final board approval. The fair value of share-based awards is measured based\non the closing market price of the Company’s Common Stock on the grant date.\n\n \n\nThe Company considers stock-based compensation to be a significant accounting estimate due to the judgment involved\nin determining the grant date, estimating the fair value of awards, evaluating the timing and recognition of compensation expense and\nassessing the substance of certain share-based arrangements. Because the Company issues Common Stock awards that are measured based on\nthe market price of its Common Stock at the grant date, changes in the timing of grant approvals, service periods and the Company’s\nstock price, may impact the amount and timing of compensation expense recognized in future periods.\n\n \n\n*Fully\nVested and Nonforfeitable Awards*\n\n \n\nThe\nCompany issues shares that are fully vested and nonforfeitable upon grant, and the Company does not retain the ability to cancel such\nshares. For these awards, the recipient has an unconditional right to the shares at the grant date.\n\n \n\nWhen\nsuch awards are issued to nonemployees in advance of the receipt of goods or services, the Company records prepaid share-based compensation\nat the grant date in accordance with ASC 718-10-45-3. The prepaid amount represents the fair value of the goods or services to be received\nand is recognized as compensation expense over the period in which the related goods or services are received.\n\n \n\nFor\nemployee awards, when shares are issued in advance of the receipt of services, the Company does not recognize a prepaid asset. Instead,\nconsistent with ASC 718-10-25 and ASC 718-10-35, compensation cost is recognized over the requisite service period as the services are\nrendered.\n\n \n\n*Awards\nWithout an Established Grant Date*\n\n \n\nFor\ncertain share-based payment arrangements, the service inception date precedes the establishment of the grant date. In such cases, compensation\ncost is recognized based on the best estimate of the fair value of the Company’s Common Stock at each reporting period until the\ngrant date is established, with a corresponding liability recorded in accordance with ASC 718.\n\n \n\nOnce\nthe grant date is established, the cumulative compensation cost is adjusted to reflect the grant-date fair value of the award.\n\n \n\n*Recognition\nof Compensation Expense*\n\n \n\nShare-based\ncompensation cost is recognized over the requisite service period for employee awards and over the service period for nonemployee awards.\n\n \n\nF-16\n\n[Table of Contents](#toc_002)\n\n \n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n** **\n\n*Presentation\nConsiderations*\n\n \n\nAwards\nthat are fully vested and nonforfeitable are included in shares issued and outstanding at the grant date.\n\n \n\nAccordingly:\n\n \n\n \n●\nfor\nnonemployees - APIC, together with shares issued, is recognized at the grant date fair value of the awards, with a corresponding\nincrease in prepaid share-based compensation, which is recognized as compensation expense over the period in which the related goods\nor services are received.\n\n \n \n \n\n \n●\nfor\nemployees - APIC is recognized to the extent that, together with shares issued, reflect the compensation cost for the requisite service\nperiod rendered as of the reporting date. Any remaining unrecognized compensation cost is recorded in APIC over the remaining requisite\nservice period.\n\n \n\nThe\nimpact of such awards on earnings per share is evaluated in accordance with ASC 718-10-45-1.\n\n \n\n*Stock-Based\nCompensation Expense*\n\n \n\nDuring\nthe years ended June 30, 2025 and 2024, the Company recognized share-based compensation expense as follows:\n\n \n\n \n●\n**Nonemployees**:\n$1,341,373 and $252,369, respectively\n\n \n \n \n\n \n●\n**Employees:**\n$432,246 and $135,679, respectively\n\n \n \n \n\n \n●\n**Directors:**\n$5,534 and $0, respectively\n\n \n\nIn\naddition, the Company recorded $89,165 and $274,870 as accrued compensation cost for share-based arrangements for which the grant date\nhad not yet been established during the years ended June 30, 2025 and 2024, respectively.\n\n \n\n**Retirement\nPlan Costs**\n\n \n\nContributions\nto retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements\nof operation as the related employee service are provided.\n\n \n\n**Related\nParties**\n\n \n\nThe\nCompany follows the ASC 850-10, *Related Party* for the identification of related parties and disclosure of related party transactions.\n\n \n\nPursuant\nto section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities\nwould be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825-10-15, to be accounted\nfor by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that\nare managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties\nwith which the Company may deal if one party controls or can significantly influence the management or operating policies of the other\nto an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties\nthat can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in\none of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might\nbe prevented from fully pursuing its own separate interests.\n\n \n\nThe\nconsolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements,\nexpense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated\nin the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include:\na) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal\namounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary\nto an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of\nthe periods for which income statements are presented and the effects of any change in the method of establishing the terms from that\nused 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\notherwise apparent, the terms and manner of settlement.\n\n \n\nF-17\n\n[Table of Contents](#toc_002)\n\n \n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n**Commitments\nand Contingencies**\n\n \n\nThe\nCompany follows the ASC 450-20, *Contingencies,* to report accounting for contingencies. Certain conditions may exist as of the\ndate the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more\nfuture events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise\nof judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims\nthat may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well\nas the perceived merits of the amount of relief sought or expected to be sought therein.\n\n \n\nIf\nthe assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability\ncan be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment\nindicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated,\nthen the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be\ndisclosed.\n\n \n\nLoss\ncontingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.\nManagement does not believe, based upon information available at this time that these matters will have a material adverse effect on\nthe Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not\nmaterially and adversely affect the Company’s business, financial position, and results of operations or cash flows.\n\n \n\n**Fair\nValue of Financial Instruments**\n\n \n\nThe\nCompany follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial\ninstruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”)\nto measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes\na framework for measuring fair value in generally accepted accounting principles (GAAP) and expands disclosures about fair value measurements.\nTo increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting\nStandards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value\ninto three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for\nidentical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined\nby paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:\n\n \n\nLevel\n1\nQuoted\nmarket prices available in active markets for identical assets or liabilities as of the reporting date.\n\n \n \n\nLevel\n2\nPricing\ninputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the\nreporting date.\n\n \n \n\nLevel\n3\nPricing\ninputs that are generally unobservable inputs and not corroborated by market data.\n\n \n\nFinancial\nassets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar\ntechniques and at least one significant model assumption or input is unobservable.\n\n \n\nThe\nfair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and\nthe lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than\none level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of\nthe instrument.\n\n \n\nThe\ncarrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, deposits with bank, loan\nand fee receivable, prepayments and other receivables, amounts due from related parties, accrued liabilities and other payables, loans\npayable, amounts due to related parties approximate their fair values because of the short maturity of these instruments.\n\n \n\nF-18\n\n[Table of Contents](#toc_002)\n\n \n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n**Recent\nAccounting Pronouncements**\n\n \n\nDuring\nthe year ended June 30, 2025, there have been no new, or existing, recently issued accounting pronouncements that are of significance,\nor potential significance, that impact the Company’s consolidated financial statements.\n\n \n\nIn\nNovember 2023, the FASB issued ASU No. 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*,\nwhich requires the disclosure of additional segment information. The key amendments include annual and interim disclosures of significant\nexpenses and other segment items that are regularly provided to the chief operating decision maker and included within each reported\nmeasure of profit or loss, as well as any other key measure of performance used for segment management decisions. This ASU also requires\ndisclosure of key profitability measures used in assessing performance and how to allocate resources. The amendments in this ASU are\neffective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15,\n2024, with early adoption permitted. The Company adopted this standard for the fiscal year beginning July 1, 2024 and this standard did\nnot have a material impact on the Company’s results of operations, cash flows, financial condition, or disclosures.\n\n \n\nIn\nDecember 2023, the FASB issued ASU No. 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures*, which requires\ndisaggregated information about a reporting entity’s income tax information, including jurisdictional information, by requiring\nconsistent categories and greater disaggregation of information in both the rate reconciliation and income taxes paid disaggregated by\njurisdiction. ASU No. 2023-09 is effective for annual periods beginning after December 15, 2024. The guidance is to be applied on a prospective\nbasis with the option to apply the standard retrospectively; this ASU allows for early adoption. The Company is currently evaluating\nthe effect of this pronouncement on its disclosures.\n\n \n\nIn\nMarch 2024, the FASB issued ASU No. 2024-01, *Compensation-Stock Compensation (Topic 718): Scope Application of Profits Interest and\nSimilar Awards*, which provides illustrative guidance to help entities determine whether profits interest and similar awards should\nbe accounted for as share based payment arrangements within the scope of ASC 718. ASU 2024-01 is effective for annual periods beginning\nafter December 15, 2024, and interim periods within those annual periods. The Company is currently evaluating the effect of this pronouncement\non its disclosures.\n\n \n\nIn\nNovember 2024, the FASB issued ASU No. 2024-03, *Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures*\n(Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU\nNo. 2025-01, *Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying\nthe Effective Date (“ASU 2025 01”)*. ASU 2024-03 requires additional disclosure of the nature of expenses included in\nthe income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income\nstatement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and\ninterim periods within annual reporting periods beginning after December 15, 2027. Both early adoption and retrospective application\nare permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.\n\n \n\nIn\nNovember 2024, the FASB issued ASU No. 2024-04, *Induced Conversions of Convertible Debt Instruments* (Topic 470), which clarifies\nthe requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.\nThe amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim\nreporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the effect\nof this pronouncement on its disclosures.\n\n \n\nF-19\n\n[Table of Contents](#toc_002)\n\n** **\n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\nIn\nMarch 2025, the FASB issued ASU No. 2025-02, *Liabilities (405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin\nNo. 122*. The amendments in this Update are effective immediately and on a fully retrospective basis to annual periods beginning after\nDecember 15, 2024. The Company is currently evaluating the effect of this pronouncement on its disclosures.\n\n \n\nIn\nMay 2025, the FASB issued ASU No. 2025-04, *Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers\n(Topic 606)*. ASU 2025-04 revises the definition of the term performance condition for share-based consideration payable to a customer\nto incorporate conditions that are based on the volume or monetary amount of a customer’s purchases or potential purchases. ASU\n2025-04 also eliminates the policy election to account for forfeitures as they occur for awards with service conditions. ASU 2025-04\nalso clarifies that ASC 606 variable consideration guidance does not apply to share-based payments to customers; instead, vesting probability\nshould be assessed solely under ASC 718, Compensation—Stock Compensation. ASU 2025-04 is effective for the Company’s annual\nreporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early\nadoption permitted. ASU 2025-04 may be applied on either a modified retrospective basis or on a retrospective basis. The Company is currently\nassessing the impact this standard will have on the Company’s consolidated financial statements.\n\n \n\nThe\nCompany has reviewed all recently issued, but not yet effective, accounting pronouncements and believes the future adoption of any such\npronouncements may not be expected to cause a material impact on its financial condition or the results of its operations.\n\n \n\nF-20\n\n[Table of Contents](#toc_002)\n\n** **\n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n**NOTE\n3 - BUSINESS SEGMENT INFORMATION**\n\n \n\nThe\nCompany applies the provisions of ASC Topic 280, *Segment Reporting*, which requires disclosure of information about operating segments\nbased on how management organizes the Company’s business activities for making operating decisions and assessing performance. The\nCompany’s Chief Executive Officer serves as the CODM.\n\n \n\nThe\nCODM reviews consolidated financial information, including revenue, operating expenses and net income (loss), when evaluating performance\nand allocating resources. The CODM uses net income (loss) as the primary measure of performance and uses revenue as the primary measure\nfor allocating resources.\n\n \n\nDuring\nthe fiscal year ended June 30, 2025, the Company reassessed its segment reporting conclusions in accordance with ASC Topic 280 due to\nchanges in how the business is managed and how information is reviewed by the CODM.\n\n \n\nSpecifically,\nthe Company’s operations have become more integrated, with centralized decision-making, shared resources, and aligned strategic\nobjectives across the organization. As a result, the CODM no longer reviews discrete financial information for separate components of\nthe business and instead evaluates performance and allocates resources based on consolidated financial information for the Company as a single segment.\n\n \n\nAccordingly,\nthe Company has determined that it operates as a single operating and reportable segment under ASC Topic 280. This conclusion reflects\ncurrent-period facts and circumstances and differs from prior period assessments due to the evolution of the Company’s internal\nreporting structure and operational focus.\n\n \n\nIn\nprior periods, the Company had evaluated its operations as potentially comprising multiple segments based on earlier organizational structures\nand internal considerations and these segments were (i) trading and production of building materials and renewable commodities, (ii)\nholding of real property and (iii) licensor of proprietary pyrolysis technology. The CODM used sales and operating income as the primary\nmeasure of segment profit or loss to assess performance and allocate resources.\n\n \n\nBecause\nthe Company operates as a single segment and the CODM reviews consolidated financial information, the significant expense categories\nreviewed by the CODM are reflected in the consolidated statements of operations. The presentation of the comparative information has\nbeen revised for comparability with the current year presentation. The CODM reviews on a consolidated financial information basis the\nsignificant expense categories as disclosed below.\n\n SCHEDULE\nOF BUSINESS SEGMENT INFORMATION\n\n  \n\n**Consolidated**\n\n**June 30, 2025**\n  \n\n**Consolidated**\n\n**June 30, 2024**\n\n**(revised)**\n \n\n  \n   \n  \n\nRevenue \n$133,202  \n$96,584 \n\nCost of revenue \n 51,789  \n 62,978 \n\nGross profit \n 81,413  \n 33,606 \n\nOperating expenses: \n    \n   \n\nDepreciation and amortization \n (351,797) \n (532,876)\n\nImpairment on property, plant and equipment \n (137,632  \n (134,042)\n\nImpairment on advance to supplier \n -  \n (177,200)\n\nPayroll expenses \n (2,615,348) \n (960,155)\n\nConsultant fees \n (1,425,097) \n (347,792)\n\nResearch and development expense \n (472,090) \n (100,000)\n\nLegal and professional fees \n (453,354) \n (258,135)\n\nOther segment expenses \n (648,116) \n (609,223)\n\nLoss from operations \n (6,022,021) \n (3,085,817)\n\nInterest expense \n (102,703) \n (176,483)\n\nRental income \n 38,200  \n 68,200 \n\nUnrealized foreign exchange gains \n 582,034  \n - \n\nGain from insurance claim \n 481,513  \n - \n\nGain on disposal of property, plant and equipment \n 164,624  \n - \n\nInterest income \n 70,650  \n 1,112 \n\nOther income \n 4,690  \n 5,326 \n\nLoss before income tax \n (4,783,013) \n (3,187,662)\n\nIncome tax \n -  \n (112)\n\n**Net loss**** **\n**$****(4,783,013****)**** **\n**$****(3,187,774****)**\n\n \n\nSubstantially\nall of the Company’s revenue is generated in the United States. Long-lived assets are located primarily in the United States and\nin its subsidiaries in Malaysia and the British Virgin Islands, with the Company’s key intellectual property held by its BVI subsidiary.\n\n \n\nF-21\n\n[Table of Contents](#toc_002)\n\n \n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n**NOTE\n4 - DEPOSIT WITH BANKS**\n\n \n\n \n●\n**Interest\nrates:** 1.98% to 4.64% and 4.64% per annum as of June 30, 2025 and 2024, respectively\n\n \n \n \n\n \n●\n**Maturities:**\n120 to 270 days and 120 to 365 days as of June 30, 2025 and 2024, respectively\n\n \n\n**NOTE\n5 - INVENTORIES**\n\n \n\nInventories\nas of June 30, 2025 and 2024 consisted of the following:\n\n SCHEDULE\nOF INVENTORY\n\n  \n   \n  \n\n  \nAs of June 30, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nManufactured bio produce \n$77,399  \n$70,560 \n\nTrading goods \n 207,162  \n 238,584 \n\nTotal inventories \n$284,561  \n$309,144 \n\n \n\nTrading\ngoods represent bio asphalt products purchased from an external supplier.\n\n \n\n**NOTE\n6 – OTHER RECEIVABLE, DEPOSITS AND PREPAYMENTS**\n\n \n\nOther\nreceivables, deposits and prepayments as of June 30, 2025 and 2024 consisted of the following:\n\n SCHEDULE OF OTHER RECEIVABLES DEPOSITS AND PREPAYMENTS\n\n  \n2025  \n2024 (revised) \n\n  \nAs of June 30, \n\n  \n2025  \n2024 (revised) \n\n  \n   \n  \n\nDeposits \n 6,781  \n 4,775 \n\nOther receivables \n 41,976  \n 31,929 \n\nTotal  \n 48,757  \n 36,704 \n\nLess: impairment on other receivables \n (33,110) \n (29,842)\n\nOther receivables and deposits, net \n 15,647  \n 6,862 \n\nPrepayments \n 46,605  \n 26,507 \n\nPrepaid share based compensation – nonemployees (current portion) \n 455,291  \n 135,144 \n\nTotal Other receivables,\ndeposits and prepayments  \n$517,543  \n$168,513 \n\n  \n    \n   \n\nPrepaid share based compensation – nonemployees (non-current portion) \n$126,047  \n$65,522 \n\n \n\nThe\nCompany accounts for share-based compensation in accordance with ASC 718 based on the grant-date fair value of the awards. When awards\nare granted to nonemployees in advance of the related services, the Company records the fair value as prepaid share-based compensation\nand recognizes the expense over the service period. Share-based compensation for employees is recognized over the requisite service period\nwithout the recognition of a prepaid asset. The portion of prepaid share-based compensation to nonemployees expected to be recognized\nwithin twelve months is classified as a current asset, with the remainder classified as non-current. This classification reflects the\nexpected timing of the underlying service periods as defined in the applicable agreements\n\n \n\n**NOTE\n7 – PROPERTY, PLANT AND EQUIPMENT**\n\n \n\nA\nsummary of property, plant and equipment at June 30, 2025 and 2024 is as follows:\n\n SCHEDULE OF PROPERTY PLANT AND EQUIPMENT\n\n  \n2025  \n2024 \n\n  \nAs of June 30, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nLand and building \n$-  \n$1,258,360 \n\nPlant and machinery \n 1,843,774  \n 1,875,761 \n\nOffice equipment \n 6,161  \n 6,168 \n\nComputers \n 14,233  \n 13,908 \n\nMotor vehicles \n 4,240  \n 140,989 \n\nFurniture and fittings \n 4,421  \n 16,359 \n\nRenovation \n 4,431  \n 4,431 \n\nProperty, plant and equipment, gross  \n 1,877,260  \n 3,315,976 \n\nLess: accumulated depreciation \n (480,820) \n (382,141)\n\nForeign exchange adjustment \n 178,544  \n (17,829)\n\n**Total Property, plant and equipment**** **\n**$****1,574,984**** **** **\n**$****2,916,006**** **\n\n \n\nF-22\n\n[Table of Contents](#toc_002)\n\n \n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n**Property,\nPlant and Equipment**\n\n \n\n \n●\nDepreciation\nexpense for the years ended June 30, 2025 and 2024: $248,940 and $417,517, respectively\n\n \n\n \n●\nImpairment\nlosses for the years ended June 30, 2025 and 2024: $137,632 and $134,042, respectively, related to assets intended to be disposed\nand transferred to assets held for disposal at net carrying values of $350,000 and $606,043, respectively\n\n \n\n \n●\nWrite-offs\nof plant and machinery for the years ended June 30, 2025 and 2024: $0 and $3,979, respectively\n\n \n\n \n●\nAssets\npledged as collateral:\n\n \n\n \n \n○\nLand\nand buildings with a net carrying amount of $0\nand $701,817\nas of June 30, 2025 and 2024, respectively\n\n \n\n \n●\nAssets\nunder financing arrangements:\n\n \n\n \n \n○\nPlant\nand machinery: $0 and $7,688 as of June 30, 2025 and 2024, respectively\n\n \n\n \n \n○\nMotor\nvehicles: $0 and $98,362 as of June 30, 2025 and 2024, respectively\n\n \n\nOn\nDecember 10, 2024, CEO Jack Wong entered into a Sale and Purchase Agreement (the “Wong Agreement”) with VRI to purchase\nthe Property at the current market value of $857,500\nwith payment in equal installments over 26 pay cycles. Pursuant to the Agreement, VRI shall immediately transfer ownership of the\nProperty to CEO Jack Wong by Warranty Deed, free of encumbrances except as specified in the Agreement. The transfer of title was\ncompleted on December 19, 2024.\n\n \n\n**NOTE\n8 – INTANGIBLE ASSETS**\n\n \n\nThe\nintangible assets comprise (i) a global intellectual property (“IP”) of $30,192,771 known as “Catalytic BioFraction\nProcess”, whereby, subsidiary Bio Resources Limited (“BRL”) is the beneficial and/or registered proprietor and (ii)\nan 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).\n\n \n\nThe\n“Catalytic BioFraction Process” is a slow pyrolysis process using a proprietary catalyst to depolymerize palm biomass waste\n(empty fruit bunches or palm kernel shells) in temperature range of 350 degrees Celsius to 500 degrees Celsius to yield commercially\nvaluable bio products: bio-oil, wood vinegar (pyroligneous acid), biochar and bio-syngas. The intellectual property is a second-generation\npyrolysis process where non-food feedstock like palm biomass waste is used as feedstock. Upon fulfilling UN’s (United Nations)\nACM 22 protocol as well as LCA (Life Cycle Assessment) requirements, it is anticipated that the by-products from this IP would lead to\ncertification and issuance of Carbon Avoidance Credits as well as Carbon Removal Credits to generate carbon revenue for the Company.\n\n \n\nThe\nCompany has identified these intangible assets as indefinite life intangible assets as there are currently no legal, competitive, economic\nor other factors that materially limit the useful life of the Company’s intangible assets.\n\n \n\nASC\n350-30-35, *Intangibles - Goodwill and Other*, provides for an option to first perform a qualitative assessment to determine whether\nit is more likely than not that an asset is impaired. If the qualitative assessment supports that it is more likely than not that the\nfair value of the asset exceeds its carrying value, a quantitative impairment test is not required. If the qualitative assessment does\nnot support the fair value of the asset, then a quantitative assessment is performed. Our annual impairment assessment of our identifiable\nindefinite-lived intangible assets is performed as of the fourth quarter of each year. An assessment is performed at other times if an\nevent occurs or circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. If\nthe carrying value of the intangible assets exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.\n\n \n\nAs\nof June 30, 2025, the Company performed a qualitative assessment, during the fourth quarter of 2025, to determine whether it was more\nlikely than not that the carrying amounts of its intangible assets were impaired. This assessment considered a number of qualitative\nfactors, including but not limited to:\n\n \n\n \n●\nMacroeconomic\nconditions,\n\n \n●\nIndustry\nand market trends,\n\n \n●\nCost\nfactors,\n\n \n●\nOverall\nfinancial performance of the asset,\n\n \n●\nLegal\nand regulatory environment, and\n\n \n●\nRelevant\ninternal reporting and management’s plans.\n\n \n\nBased\non this qualitative assessment, management did not identify any events or changes in circumstances that would indicate that the carrying\namounts of the Company’s intangible assets are not recoverable. The qualitative impairment assessment of the indefinite intangible\nassets indicated that the fair value of such assets exceeded their carrying value and therefore were not at risk of impairment. Accordingly,\nno quantitative impairment test was deemed necessary, and no impairment losses were recognized for the year ended June 30, 2025.\n\n \n\nThe\nCompany performed a quantitative assessment during the fourth quarter of 2024. As of the date of the annual assessment for 2024, management’s\nimpairment assessment of the indefinite intangible assets indicated that the estimated fair value of the Company’s intangible assets\nexceeded their carrying values and therefore no impairment losses were recognized for the year ended June 30, 2024.\n\n \n\nF-23\n\n[Table of Contents](#toc_002)\n\n** **\n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n**NOTE\n9 – ASSETS HELD FOR SALE**\n\n \n\nAt\nJune 30, 2025 and 2024, assets held for sale are as follows:\n\n SCHEDULE OF ASSETS HELD FOR SALE\n\n  \n2025  \n2024 \n\n  \nAs of June 30, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nPlant and machinery \n$-  \n$213,494 \n\nMotor vehicles \n 9,866  \n 392,549 \n\nAssets held for sale gross   \n 9,866  \n 606,043 \n\nLess: impairment \n (5,866) \n - \n\n**Total assets held for sale**** **\n**$****4,000**** **** **\n**$****606,043**** **\n\n \n\nThe\nCompany, through Verde Estates LLC, decided to sell its property located in La Belle, Missouri (the “La Belle Property”)\nand entered into discussions with a buyer to sell the La Belle Property prior to December 31, 2024. The La Belle Property has been\npresented separately in the balance sheet as assets held for sale as at December 31, 2024. On January 17, 2025, the Company entered\ninto a Purchase and Sale Agreement (the “TAFleer Agreement”) with TAFleer Properties LLC, a Missouri limited liability\ncompany (the “Buyer”). Under the terms of the TAFleer Agreement, the proceeds for the sale of the La Belle Property were\nUSD 350,000\npaid in full by the Buyer at closing. The disposition of the La Belle Property was completed in January 2025.\n\n \n\nOn\nJune 27, 2024, the Company, through its wholly-owned subsidiary Verde Renewables, Inc. (“VRI”), a company incorporated in\nthe State of Missouri, U.S.A, entered into a Consignment Contract with ED’s Machinery LLC (“EDM”) to dispose plant\nand machinery and motor vehicles with a carrying amount of $606,043. The disposal was pending completion as at June 30, 2024, and thus\nthe assets had been presented separately in the balance sheets as assets held for sale. The disposal of assets with carrying values totaling\n$596,176 was completed as of December 31, 2024. The remaining asset comprises a vehicle that will be sold for its parts, and accordingly,\nan impairment of $5,866 was recognized during the period.\n\n \n\n**Assets\nHeld for Sale**\n\n \n\n \n●\n**Assets\nacquired under financing arrangements (as of June 30, 2025 and 2024):**\n\n \n \n \n \n\n \n \n○\nPlant\nand machinery: $0 and $168,994, respectively\n\n \n \n \n \n\n \n \n○\nMotor\nvehicles: $0 and $350,217, respectively\n\n \n \n \n \n\n \n●\n**Impairment\nloss on assets held for sale for the years ended June 30, 2025 and 2024:** $5,866 and $0, respectively\n\n \n\n**NOTE\n10 - DEPOSIT PAID**\n\n \n\nAt\nJune 30, 2025 and 2024, deposits consist of the following:\n\n SCHEDULE OF SECURITY DEPOSIT\n\n  \n2025  \n2024 \n\n  \nAs of June 30, \n\n  \n2025  \n2024 \n\nSecurity deposit \n    \n   \n\n- Factory site \n$80,000  \n$80,000 \n\n \n\nOn\nMarch 2, 2022, the Company, through VRAP, entered into a Commercial Lease Agreement and Option to Purchase (“Segama Lease Agreement”)\nthe factory site from Segama Ventures for a lease term of seven (7) years (“Lease Term”) at a monthly rental of MYR 36,000\n($8,571). The rental for the entire Lease Term amounting to the sum of MYR 3,024,000 ($720,000) (the “Lease Payment”) was\npaid in advance upon commencement of the Segama Lease Agreement together with a payment of security deposit for the sum of MYR 336,000\n($80,000) (the “Security Payment”).\n\n \n\n**NOTE\n11 – BANK LOAN**\n\n \n\nThe\nbank 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\nVRDR, land and building of VEL and a subsidiary who acts as guarantor for the performance of debts. The pledge was released on January\n17, 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\nwas fixed at the rate of 5.25%. per annum.\n\n \n\nFor\nthe years ended June 30, 2025 and 2024, the interest expense amounted to $10,879 and $13,640 respectively.\n\n \n\nF-24\n\n[Table of Contents](#toc_002)\n\n** **\n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n**NOTE\n12 - AMOUNTS DUE TO/FROM RELATED PARTIES AND DIRECTOR**\n\n \n\nThe\nfollowing breakdown of the balances due to related parties and director, consisted of:-\n\n SCHEDULE OF BREAKDOWN BALANCES DUE TO RELATED PARTIES\n\n  \n2025  \n2024 (revised) \n\n  \nAs of June 30, \n\n  \n2025  \n2024 (revised) \n\nAmount due to related parties \n    \n   \n\nBorneo Oil Corporation Sdn. Bhd (“BOC”) (2) \n$72,869  \n$70,677 \n\nBorneo Oil Berhad (“BOB”) (1) \n 3,007  \n 3,007 \n\nTaipan International Limited (3) \n 119,153  \n 119,153 \n\nBorneo Energy Sdn Bhd (1) \n 16,356  \n 14,599 \n\nVictoria Capital Sdn Bhd (4) \n 5,913  \n 93,270 \n\nUnitiMart Sdn Bhd (1) \n -  \n 7,782 \n\nMakin Teguh Sdn Bhd (1) \n 19,379  \n 19,379 \n\nJ. Ambrose & Partners (5) \n 75,904  \n 48,588 \n\nSB Resorts Sdn Bhd (2) \n 6,622  \n 2,120 \n\nSB Supplies & Logistics Sdn Bhd (1) \n 4,612  \n 5,936 \n\nBorneo Eco Food Sdn. Bhd. (1) \n 1,159  \n 1,039 \n\nTotal due to related parties \n$324,974  \n$385,550 \n\nAmount\ndue to related parties \n$324,974  \n$385,550 \n\n  \n    \n   \n\nAmount due from a related party \n    \n   \n\nVetrolysis Limited (6) \n$100  \n$100 \n\nAmount due from a related parties \n$100  \n$100 \n\n  \n    \n   \n\nAmount due to director \n    \n   \n\nMr. Jack Wong (7) \n$209,640  \n$4,188 \n\nAmount due to director \n$209,640  \n$4,188 \n\n \n\n(1)Borneo Oil Berhad\n(“BOB”) is the ultimate holding company of Borneo Eco Food Sdn. Bhd., Borneo Energy Sdn. Bhd., SB Supplies & Logistic\nSdn. Bhd. and UnitiMart Sdn. Bhd., (holding 13.4% of the Company’s issued and outstanding Common Stock as of June 30, 2025). Makin\nTeguh Sdn Bhd is an associate of BOB. The advances are related to ordinary business transactions and bear no interest or collateral and\nare repayable on demand.\n\n \n\n(2)SB Resorts Sdn.\nBhd. and Borneo Oil Corporation Sdn. Bhd. (“BOC”) are wholly owned subsidiaries of Borneo Oil Berhad (“BOB”)\n(holding 13.4% of the Company’s issued and outstanding Common Stock as of June 30, 2025). The advances are related to ordinary\nbusiness transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.\n\n \n\n(3)Taipan International\nLimited is one of the shareholders of the Company and held 15.4% of the Company’s issued and outstanding Common Stock as of June\n30, 2025. The advances are related to ordinary business transactions and bear no interest or collateral and are repayable on demand.\n\n \n\n(4)Victoria Capital\nSdn. Bhd. is one of the shareholders of the BOB (holding 7.8% if BOB’s shares) and also is a direct shareholder of Company, holding\n0.2% of the Company’s issued and outstanding Common Stock as of June 30, 2025. The advances are related to ordinary business transactions\nand bear no interest or collateral and are repayable on demand.\n\n \n\n(5)J. Ambrose &\nPartners 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\noutstanding Common Stock as of June 30, 2025. He is also a substantial shareholder of BOB. The advances are related to ordinary business\ntransactions and bear no interest or collateral and are repayable on demand.\n\n \n\n(6)Encik Anuar bin\nIsmail, an indirect significant shareholder, is a director of Vetrolysis Limited.\n\n \n\n(7)Mr.\nJack Wong is the Chief Executive Officer of the Company effective October 1, 2022. Further, Jack Wong was re-elected Director of the\nCompany by Waiver and Consent of Shareholders, effective March 30, 2024. This represents remaining balance of the special bonus of\n$1.25\nmillion to CEO Jack Wong approved by the Board of the Company on December 9, 2024. On December 10, 2024, CEO Jack Wong entered into\nthe Wong Agreement to purchase the Property located at 1138 Wildhorse Parkway Drive, Chesterfield, Missouri 63005 owned by VRI, for\na current market value of $857,500.The\nBoard also approved the option for this amount to be repaid through monthly installments deducted from the bonus over 26 pay cycles\nstarting from January 2025. This transaction shall be structured as a sale and purchase agreement between the Company and CEO Jack\nWong, with no cash exchange involved. The remaining balance of the bonus shall be allocated to cover any taxes associated with the\nbonus on behalf of CEO Jack Wong\n\n \n\nF-25\n\n[Table of Contents](#toc_002)\n\n** **\n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n**NOTE\n13 - PROMISSORY NOTE TO RELATED PARTY**\n\n SCHEDULE OF PROMISSORY NOTES\n\n  \n2025  \n2024 \n\n  \nAs of June 30, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nPromissory Note to related party \n$-  \n$591,170 \n\n \n\nThe\nfollowing is a reconciliation of the beginning and ending balances of promissory notes payable using Level 3 inputs:\n\n SCHEDULE OF RECONCILIATION OF PROMISSORY NOTES PAYABLE\n\n  \n2025  \n2024 \n\n  \nAs of June 30, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nBalance at the beginning of year \n$591,170  \n$487,790 \n\nAccretion of liability \n 84,718  \n 103,380 \n\nConverted to Company Common Stock \n (675,888) \n - \n\n**Balance at the end of year**** **\n**$****-**** **** **\n**$****591,170**** **\n\n \n\nOn\nMarch 13, 2023, the Company and its former indirect wholly-owned subsidiary Champmark Sdn Bhd (“CSB”) entered into a Settlement\nof Debts Agreement (the “SDA Agreement”) for the settlement in full of CSB’s account payable to a related party, Borneo\nOil Corporation Sdn Bhd (“BOC”) by way of the issuance of a two year term Promissory Note with the face value (principal)\namount 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\nCommon Stock priced at $0.07 per share at the discretion of the holder of the Promissory Note. The fair value of the Promissory Note\nof $481,023 was calculated using the net present value of estimated future cash flows with the assumptions of risk free rate at 4.03%,\ncredit spread of 11.6% and liquidity risk premium of 5.6%. On August 16, 2024, the Company entered into a Supplementary Agreement to\nthe 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\nCommon 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\nCommon Stock were issued on August 16, 2024, to Borneo Oil Berhad, the appointed nominee of the Creditor, to settle in full the total\nof $675,888 of CSB’s account payable to the Creditor.\n\n \n\nThe\nCompany determined the reacquisition price of the debt based on the fair value of the Company’s Common Stock issued to the Creditor.\nThe fair value was determined using the closing quoted market price of $0.29 per share on August 16, 2024, the date the shares were issued,\nin accordance with ASC 470-50-40-3 and ASC 850. Because the debt holder was a related party shareholder, the Company evaluated the transaction\nunder ASC 470-50-40-2 and ASC 850 to determine whether the extinguishment should be recognized in earnings or treated as a capital transaction.\nIn making this determination, the Company considered that the creditor was an existing equity holder and accordingly, concluded that\nthe transaction represented a transaction with an owner in their capacity as an equity holder, and therefore was accounted for as a restructuring\nof capital.\n\n \n\nBased\non this evaluation, the Company accounted for the transaction as a capital transaction. Accordingly, the liability was derecognized as\nits carrying amount, and the excess of the fair value of the shares issued over the carrying amount of the debt was recorded within APIC.\nNo gain or loss on extinguishment of debt was recognized in the consolidated statements of operations. The issuance of equity in satisfaction\nof debt is classified as a non-cash financing activity and is disclosed as such in the consolidated statements of cash flows.\n\n \n\nAs\nof August 16, 2024, there were no remaining balances payable to or receivable from BOC related to this transaction.\n\n \n\n**Promissory\nNotes – Interest Expense**\n\n** **\n\n \n●\n**Accretion\nof liability (presented as interest expense) for the years ended June 30, 2025 and 2024:** $84,718 and $103,380, respectively\n\n \n \n \n\n \n●\n**Interest\nexpense at 2% for the years ended June 30, 2025 and 2024:** $1,738 and $13,536, respectively\n\n \n\n**NOTE\n14 - LEASES**\n\n \n\nThe\nCompany adopted ASU No. 2016-02, *Leases* and determines whether an arrangement is a lease at inception. This determination generally\ndepends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period\nof time in exchange for consideration. Control of an underlying asset is conveyed if we obtain the rights to direct the use of and to\nobtain substantially all of the economic benefit from the use of the underlying asset. Some of our leases include both lease and non-lease\ncomponents which are accounted for as a single lease component as the Company has elected the practical expedient. Some of the operating\nlease agreements include variable lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related\nto inflation. Substantially all of our equipment leases and some of our real estate leases have terms of less than one year and, as such,\nare accounted for as short-term leases as we have elected the practical expedient.\n\n \n\nOperating\nleases are included in the right-of-use lease assets, other current liabilities and long-term lease liabilities on the Consolidated Balance\nSheet. Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present values of\nits lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, the incremental borrowing\nrate is used based on information available at the lease’s commencement date to determine the present value of its lease payments.\nOperating lease payments are recognized on a straight-line basis over the lease term.\n\n \n\nF-26\n\n[Table of Contents](#toc_002)\n\n** **\n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\nThe\ntable below presents the lease-related assets and liabilities recorded on the balance sheet.\n\n SCHEDULE OF LEASE RELATED ASSETS AND LIABILITIES\n\n  \n2025  \n2024 \n\n  \nAs of June 30, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nAssets \n    \n   \n\nRight-of-use asset (1) \n$720,000  \n$720,000 \n\nRight-of-use assets (2) \n 162,092  \n 64,910 \n\nTotal RoU assets \n$882,092  \n$784,910 \n\nLess: Accumulated amortization \n (363,717) \n (275,428)\n\nOperating lease right of use assets  \n$518,375  \n 509,482 \n\n  \n    \n   \n\nLiabilities \n    \n   \n\nCurrent: \n    \n   \n\nOperating lease liabilities \n$38,311  \n$24,881 \n\nFinance lease liabilities \n -  \n 22,323 \n\nTotal lease liabilities current  \n 38,311  \n 47,204 \n\n  \n    \n   \n\nFinance lease liabilities – assets held for sale \n$-  \n$603,252 \n\nTotal Current Lease Liabilities \n$38,311  \n 650,456 \n\n  \n    \n   \n\nNon-current: \n    \n   \n\nOperating lease liabilities \n$91,639  \n$4,602 \n\nFinance lease liabilities \n -  \n 86,565 \n\nTotal Non-current Lease Liabilities \n 91,639  \n 91,167 \n\n  \n    \n   \n\nTotal lease liabilities \n$129,950  \n$741,623 \n\n \n\n**Leases**\n\n \n\n \n●\n**Right-of-use\nassets:** $518,375 and $509,482 as of June 30, 2025 and 2024, respectively\n\n \n \n \n\n \n●\n**Lease\nliabilities:** $129,950 and $741,623 as of June 30, 2025 and 2024, respectively\n\n \n \n \n\n \n●\n**Amortization\nof right-of-use assets for the years ended June 30, 2025 and 2024:** $34,825 and $117,517, respectively\n\n \n\n(1)This leasing arrangement\nfor the lease of the Segama factory amounting to $720,000\nis for a lease term of seven (7)\nyears and included an exclusive right and option to purchase the factory site, together with all its right title and interest, for a\nconsideration to be mutually agreed between the parties at any time during the period of two years from the date of the Lease Agreement\nended March 1, 2024. The option was not exercised and has lapsed.\n\n \n\nThere\nare no corresponding lease liabilities recorded as the lease payments for the entire lease period has been paid upfront upon inception\nof the agreement.\n\n \n\n(2)The Company through\nits wholly owned subsidiary VRI entered into various lease arrangements for the use of motor vehicles for lease term of three (3) to\nfour (4) years which expire at various dates through 2029. Certain of the lease arrangements contain option to purchase at an agreed\nconsideration as stated in the respective lease agreement. The Company’s lease agreements do not contain any material restrictive\ncovenants.\n\n \n\nThe\ntable below presents the information related to weighted average discount rate and the remaining lease term (years) of the operating\nleases.\n\n SCHEDULE OF THE LEASE TERMS AND DISCOUNT RATES\n\n  \nAs of June 30, \n\n  \n2025  \n2024 \n\nOperating leases \n    \n   \n\nWeighted average discount rate \n 9.00% \n 18.20%\n\nWeighted average remaining lease term (years) \n 3.10  \n 1.17 \n\nFinance leases \n    \n   \n\nWeighted average discount rate \n NA   \n 6.73%\n\nWeighted average remaining lease term (years) \n NA   \n 3.66 \n\n \n\nThe\naccretion of lease liability for the years ended June 30, 2025 and 2024, were $8,023 and $7,471, respectively.\n\n \n\nF-27\n\n[Table of Contents](#toc_002)\n\n** **\n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\nThe\nCompany excludes short-term leases (those with lease terms of less than one year at inception) from the measurement of lease liabilities\nor right-of-use assets. The following tables summarize the lease expense for the years.\n\n SCHEDULE OF LEASE COSTS\n\n  \n2025  \n2024 \n\n  \nYears ended June 30, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nFinance lease cost: \n    \n   \n\nInterest on lease liabilities (per ASC 842) \n$5,368  \n$45,926 \n\n  \n    \n   \n\nOperating lease cost: \n    \n   \n\nOperating lease expense (per ASC 842) \n 145,705  \n 131,096 \n\n  \n    \n   \n\n**Total lease expense**** **\n**$****151,073**** **** **\n**$****177,022**** **\n\n \n\nComponents\nof Lease Expense\n\n \n\nThe\nCompany recognizes operating lease expense on a straight-line basis over the term of the operating leases, comprising interest expense\ndetermined using the effective interest method, and amortization of the right-of-use asset, as reported within “general and administrative”\nexpense on the accompanying consolidated statement of operations.\n\n \n\nFinance\nlease expense comprises of interest expenses determined using the effective interest method.\n\n \n\nFuture\nContractual Lease Payments as of June 30, 2025\n\n \n\nThe\ntable below summarizes our (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present\nvalue of future lease payments for the next three years and thereafter ending June 30:\n\n SCHEDULE OF FUTURE MINIMUM OPERATING LEASE PAYMENTS\n\n**Years ending June 30,**** **\n\n**Operating**\n\n**and\nfinance**\n\n**lease**\n\n**amount**\n** **\n\n  \n  \n\n2026 \n 48,435 \n\n2027 \n 48,435 \n\n2028 \n 37,710 \n\nThereafter \n 15,741 \n\nTotal minimum lease liabilities payment \n 150,321 \n\nLess: imputed interest \n (20,371)\n\n  \n   \n\n**Present value of lease liabilities**** **\n**$****129,950**** **\n\n \n\nF-28\n\n[Table of Contents](#toc_002)\n\n** **\n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n**NOTE\n15 - STOCKHOLDERS’ EQUITY**\n\n \n\n*Authorized\nStock*\n\n \n\nThe\nCompany 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\nCommon share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation\nis sought.\n\n \n\n*Preferred\nstock outstanding*\n\n \n\nThere\nare no preferred shares outstanding as of June 30, 2025, and 2024.\n\n \n\n*Common\nstock outstanding*\n\n \n\nAs\nof June 30, 2025 and 2024, the Company had received proceeds and entered into binding subscription agreements for 7,744,445 shares and\n21,988,335 shares respectively, that were issued shortly after year-end due to administrative timing. The Company had no remaining substantive\nperformance obligations, and the investors were irrevocably committed to the transactions as of the balance sheet date, with no conditions\nprecedent remaining. These 7,744,445 shares as of June 30, 2025 were subsequently issued in July 2025, and 21,988,335 shares as of June\n30, 2024 were subsequently issued in July 2024 and August 2024.\n\n \n\nShares\nbased awards represent unregistered securities and are subject to resale restrictions under Rule 144 of the Securities Act of 1933, as\namended.\n\n \n\n**Stock\ncancellations and re-issuances**\n\n \n\n \n●\nOn\nSeptember 8, 2023, the Company, through VRI, entered into a Service and Stock Cancellation Agreement with Steven Sorhus pursuant\nto the termination of his service resulting in the cancellation of 171,591 shares. The Service Agreement was dated December 1, 2022\nfor the first tranche of 300,000 shares of Common Stock which were issued at $0.20 per share on December 31, 2022 totaling $60,000.\n\n \n \n \n\n \n \nThe\ncancellation of the shares, were effected via the cancellation of the initial 300,000 shares which was completed on March 28, 2024\nand the re-issuance of 128,409 shares of shares of Common Stock on May 24, 2024, to compensate his prior service.\n\n \n \n \n\n \n●\nOn\nSeptember 8, 2023, the Company, through VRI, entered into a Service and Stock Cancellation Agreement with EMGTA LLC to cancel the\nService Agreement dated December 1, 2022, including the cancellation of 375,000 shares of Common Stock that were issued at $0.20\nper share on December 31, 2022 totaling $75,000 as consideration for certain services. The cancellation is still in process.\n\n \n \n \n\n \n●\nOn\nSeptember 12, 2023, the Company, through VRI, entered into a Service and Stock Cancellation Agreement with Y M Tengku Chanela Jamidah\nY A M Tengku Ibrahim pursuant to the termination of her service resulting in the cancellation of 333,333 shares. The Service Agreement\nwas dated November 30, 2022 for the first tranche of 500,000 shares of Common Stock which were issued at $0.20 per share on December\n31, 2022 totaling $100,000.\n\n \n \n \n\n \n \nThe\ncancellation of the shares were effected via the cancellation of the initial 500,000 shares, which was completed on March 28, 2024\nand the re-issuance of 166,667 shares of shares of Common Stock on May 24, 2024, to compensate her prior service.\n\n \n\nAs\nsuch, the total number of cancelled shares of 504,924 shares and the number of shares remaining to be cancelled of 375,000 shares were\nmeasured at the grant-date fair value of $0.20 per share as per the original service agreements, and equity was reduced by $175,985 accordingly.\n\n \n\nF-29\n\n[Table of Contents](#toc_002)\n\n** **\n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n** **\n\n**Stock\nissued and stock cancelled to shareholders**\n\n \n\n \n●\nOn\nNovember 22, 2023, the Company issued a total of 14,931,624 shares of Common Stock comprising 11,538,461 shares of Common Stock for\n$1,050,000 at $0.091 per share to five non-U.S. shareholders, 100,000 shares of Common Stock for $10,000 at $0.10 per share to one\nnon-U.S. shareholder, 1,943,163 shares of Common Stock for $176,828 at $0.091 per share to ten U.S. shareholders and 1,350,000 shares\nof Common Stock for $135,000 at $0.10 per share to nine U.S. shareholders.\n\n \n \n \n\n \n●\nOn\nDecember 4, 2023, the Company issued a total of 1,238,889 shares of Common Stock comprising of 850,000 shares of Common Stock for\n$85,000 at $0.10 per share to four U.S. shareholders and 388,889 shares of Common Stock for $35,000 at $0.09 per share to one U.S.\nshareholders.\n\n \n \n \n\n \n●\nOn\nApril 12, 2024, shares that were committed to be issued as of March 31, 2024 were fully settled by way of issuance of 2,881,274 shares\nof Common Stock at $0.108 per share to four non-U.S. shareholders in settlement of $311,178 subscription amounts paid, and issuance\nof 200,000 shares of Common Stock on April 15, 2024 at $0.091 per share to one U.S. shareholder in settlement of $18,200 subscription\namount paid.\n\n \n \n \n\n \n●\nOn\nApril 15, 2024, the Company issued a total of 3,055,555 shares of Common Stock to four U.S. shareholders, in which 2,300,000 shares\nof Common Stock were issued at $0.10 per share to two U.S. shareholders, 200,000 shares of Common Stock were issued at $0.091 per\nshare to one U.S. shareholder, and 555,555 shares of Common Stock were issued at $0.09 per share to one U.S. shareholder.\n\n \n \n \n\n \n●\nOn\nJuly 24, 2024, the Company issued 3,194,443 shares of Common Stock for $287,500 at $0.09 per share to four U.S. shareholders and\n6,005,000 shares of Common Stock for $600,500 at $0.10 per share to twenty U.S. shareholders and one non-U.S. shareholder.\n\n \n \n \n\n \n●\nOn\nAugust 9, 2024, the Company issued 888,888 shares of Common Stock for $80,000 at $0.09 per share to one U.S. shareholder and 11,840,000\nshares of Common Stock for $1,184,000 at $0.10 per share to twenty-three U.S. shareholders and one non-U.S. shareholder.\n\n \n \n \n\n \n●\nOn\nAugust 26, 2024, the Company issued 722,221 shares of Common Stock for $65,000 at $0.09 per share to three U.S. shareholders, 3,990,000\nshares of Common Stock for $399,000 at $0.10 per share to six U.S. shareholders and two non-U.S. shareholders.\n\n \n \n \n\n \n●\nOn\nSeptember 16, 2024, the Company issued 222,222 shares of Common Stock for $20,000 at $0.09 per share to one U.S. shareholder and\n350,000 shares of Common Stock for $35,000 at $0.10 per share to two U.S. shareholders.\n\n \n \n \n\n \n●\nOn\nOctober 16, 2024, the Company issued 800,000 shares of Common Stock for $80,000 at $0.10 per share to three U.S. shareholders.\n\n \n \n \n\n \n●\nOn\nNovember 27, 2024, the Company cancelled 450,000 shares of Common Stock that were previously issued to two U.S. shareholders.\n\n \n \n \n\n \n●\nOn\nJanuary 2, 2025, the Company issued a total of 3,277,775 shares of Common Stock, comprising 2,500,000 shares of Common Stock for\n$250,000 at $0.10 per share to seven U.S. shareholders and 777,775 shares of Common Stock for $70,000 at $0.09 per share to six U.S.\nshareholders.\n\n \n\nF-30\n\n[Table of Contents](#toc_002)\n\n** **\n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n \n●\nOn\nJanuary 6, 2025, the Company cancelled 200,000 Common Shares that were previously issued to two U.S. shareholders.\n\n \n \n \n\n \n●\nOn\nFebruary 18, 2025, the Company issued a total of 3,905,555 shares of Common Stock, comprising 3,000,000 shares of Common Stock for\n$300,000 at $0.10 per share to one non-U.S. shareholder, 850,000 shares of Common Stock for $85,000 at $0.10 per share to seven U.S.\nshareholders and 55,555 shares of Common Stock for $5,000 at $0.09 per share to one U.S. shareholder.\n\n \n \n \n\n \n●\nOn\nApril 22, 2025, the Company cancelled 150,000 Common Shares that were previously issued to one U.S. shareholder.\n\n \n \n \n\n \n●\nOn\nMay 20, 2025, the Company issued 249,999 shares of Common Stock for $24,999.90 at $0.10 per share to one U.S. shareholder and one\nnon-U.S. shareholder.\n\n \n\n**Stock\nissued to nonemployees and employees**\n\n \n\n \n●\nOn\nJanuary 31, 2024, the Company issued 1,000,000 shares of the Company’s Common Stock to Donald R. Fosnacht. See Note 21 Shares\nIssued to Nonemployees and Employees, *Fosnacht Agreement*.\n\n \n \n \n\n \n●\nOn\nJuly 31, 2024 the Company issued 1,000,000 shares each to Dr. Nam Tran and Dr. Raymond Powell. See Note 21 Shares Issued to Nonemployees\nand Employees, *National Implementation Expert Agreements*.\n\n \n \n \n\n \n●\nOn\nAugust 8, 2024, the Company issued 700,000 shares of the Company’s Common Stock to Dale Ludwig. See Note 21 Shares Issued to\nNonemployees and Employees*, Ludwig Agreement.*\n\n \n \n \n\n \n●\nOn\nAugust 30, 2024, the Company issued 1,350,000 of the Company’s shares of Common Stock to Jeremy P. Concanon. See Note 21 Shares\nIssued to Nonemployees and Employees, *Jeremy P. Concannon Chief Growth Officer.*\n\n \n \n \n\n \n●\nOn\nAugust 30, 2024, the Company issued 670,000 of the Company’s shares of Common Stock to Eric Bava. See Note 21 Shares Issued\nto Nonemployees and Employees, *Eric Bava Chief Operating Officer.*\n\n \n \n \n\n \n●\nOn\nJanuary 2, 2025, the Company issued 4,656,550 of the Company’s shares of Common Stock to Aegis Ventures Limited. See Note 21\nShares Issued to Nonemployees and Employees, *AUM Capital Markets Advisory Agreement.*\n\n \n \n \n\n \n●\nOn\nJanuary 3, 2025, the Company issued 50,000 of the Company’s Common Shares to Hannah Bruehl. See Note 21 Shares Issued to Nonemployees\nand Employees, *Hannah Bruehl-Chief of Staff.*\n\n \n \n \n\n \n●\nOn\nJune 1, 2025, the Company issued 350,000 of the Company’s shares of Common Stock to Karl Strahl. See Note 21 Shares Issued\nto Nonemployees and Employees, *Karl Strahl Director*.\n\n \n \n \n\n \n●\nOn\nJune 1, 2025, the Company issued 1,500,000 shares of the Company’s Common Stock to Sundeo Pty Ltd, an affiliate designated\nby C-Twelve. See Note 21 Shares Issued to Nonemployees and Employees, *C-Twelve Joint Development and License Agreement.*\n\n \n\nF-31\n\n[Table of Contents](#toc_002)\n\n** **\n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n**Debt\nsettled in shares**\n\n \n\n \n●\nOn\nAugust 16, 2024, the Company issued 9,655,542 shares of the Company’s Common Stock at the price of $0.07 per share to Borneo\nOil Berhad in relation to the Settlement of Debts Agreement (the “SDA Agreement”) and a two-year term period Promissory\nNote entered into with its former indirect wholly-owned subsidiary Champmark Sdn Bhd (“CSB”) and CSB’s creditor\nBorneo Oil Corporation Sdn Bhd (the “Creditor”) to settle in full a total of $675,888 of CSB’s account payable.\nOn March 13, 2023, the Company and CSB entered into an SDA Agreement and a two-year term period Promissory Note with the Creditor\nto settle in full a total of $675,888 of CSB’s account payable to the Creditor either in cash or by the issuance of new shares\nof the Company’s Common Stock at a price of $0.07 per share. As set out in the SDA Agreement, the new shares for settlement\nof the account payable to the Creditor shall be issued to the Creditor or its nominee. On August 16, 2024, the Company entered into\na Supplementary Agreement to the SDA Agreement and Promissory Note with the Creditor to convert the total amount of $675,888 into\n9,655,542 shares of the Company’s Common Stock.\n\n \n\nNot\nconsidering the commitment to cancel shares as above, there were 1,262,680,891 (including 7,744,445 shares which were issued for private\nplacement subsequent to financial year end) and 1,221,346,586 (including 21,988,335 shares which were issued for private placement subsequent\nto financial year end) shares of Common Stock issued and outstanding at June 30, 2025 and 2024, respectively.\n\n \n\nApart\nfrom the Common Stock which was issued as disclosed in Note 22, the Company has no stock option plan, warrants, or other dilutive securities\nas at June 30, 2025. As of June 30, 2024, 2,700,000 and 670,000 were committed to be issued to nonemployees and one employee respectively.\n\n \n\n**NOTE\n16 - NET LOSS PER SHARE**\n\n \n\nThe\nfollowing table sets forth the computation of basic and diluted net (loss) income per share for the respective years:\n\n SCHEDULE OF NET LOSS PER SHARE\n\n  \n2025  \n2024 \n\n  \nYears ended June 30, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nNet loss \n$(4,782,977) \n$(3,187,774)\n\nLess: Net loss attributable to non-controlling interest \n 36  \n - \n\nNet loss attributable to Verde Resources, Inc. shareholders \n$(4,783,013) \n$(3,187,774)\n\n  \n    \n   \n\nWeighted average common shares outstanding: \n    \n   \n\n- Basic and diluted \n 1,242,092,192  \n 1,187,606,780 \n\n  \n    \n   \n\nNet loss per share: \n    \n   \n\n- Basic and diluted \n$(0.00) \n$(0.00)\n\n \n\n#\nless than $0.005\n\n \n\nFor\nthe years ended June 30, 2025, and 2024, diluted weighted-average common shares outstanding is equal to basic weighted-average common\nshares, due to the Company’s net loss position. Hence, no Common Stock equivalents were included in the computation of diluted\nnet loss per share since such inclusion would have been antidilutive.\n\n \n\nThe Company evaluated all share-based\nawards in accordance with ASC 260 and ASC 718 to determine whether any awards represented contingently issuable shares for purposes of\ncalculating basic and diluted net loss per share. Management considered whether any awards were subject to substantive service, performance,\nmarket, forfeiture, repurchase, clawback, or other contingent provisions.\n\n \n\nThe\nCompany determined that the shares included in weighted-average Common Stock outstanding were legally issued, fully vested,\nand nonforfeitable upon issuance. Such shares were not subject to substantive service, market, or performance conditions and were not\nsubject to contractual forfeiture, repurchase, clawback, or automatic cancellation provisions. Upon issuance, holders possessed the same\nrights as all other holders of the Company’s Common Stock, including voting, dividend and other ownership rights, and the shares\nwere not subject to contractual restrictions on ownership, transfer or retention.\n\n \n\nManagement further considered that the shares were not subject to vesting schedules, repurchase rights, or other\ncontractual mechanisms that would cause the shares to be treated as contingently issuable under ASC 260.\n\n \n\nWhile certain shares were issued in\nadvance of related service periods and compensation expense was recognized over those periods in accordance with ASC 718, management\ndistinguished the accounting treatment of the related compensation expense from the determination of whether the shares were\noutstanding for purposes of calculating net loss per share. Because the shares were legally issued and outstanding and holders possessed the same rights as all other holders of the Company’s\nCommon Stock, management concluded such shares did not represent contingently issuable shares under ASC 260 and were\nappropriately included in weighted-average Common Stock outstanding upon issuance.\n\n \n\nF-32\n\n[Table of Contents](#toc_002)\n\n** **\n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n**NOTE\n17 - INCOME TAX**\n\n \n\nFor\nthe years ended June 30, 2025, and 2024, the local (“United States of America”) and foreign components of loss before income\ntaxes were comprised of the following:\n\n SCHEDULE OF LOCAL AND FOREIGN COMPONENTS OF LOSS BEFORE INCOME TAXES\n\n  \n2025  \n2024 \n\n  \nYears ended June 30, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nTax jurisdiction from: \n    \n   \n\n- Local (US regime) \n$(4,845,138) \n$(2,444,654)\n\n- Foreign, including \n    \n   \n\nBritish Virgin Island \n 472,865  \n (160,538)\n\nMalaysia \n (398,431) \n (578,231)\n\nLabuan, Malaysia \n (12,309) \n (4,239)\n\nTax jurisdiction foreign \n (12,309) \n (4,239)\n\n  \n    \n   \n\n**Loss before income taxes**** **\n**$****(4,783,013****)**** **\n**$****(3,187,662****)**\n\n \n\nThe\nprovision for income taxes consisted of the following:\n\n SCHEDULE OF PROVISION FOR INCOME TAXES\n\n  \n2025  \n2024 \n\n  \nYears ended June 30, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nCurrent tax: \n$   -  \n$   - \n\n- Local \n -  \n - \n\n- Foreign \n -  \n - \n\n  \n    \n   \n\nDeferred tax \n    \n   \n\n- Local \n -  \n - \n\n- Foreign \n -  \n - \n\n  \n    \n   \n\n**Income tax expense (benefit)**** **\n**$****-**** **** **\n**$****-**** **\n\n \n\nThe\neffective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range\nof income tax rate. The Company mainly operates in U.S. and Malaysia that is subject to taxes in the jurisdictions in which they operate,\nas follows:\n\n \n\n*United\nStates of America*\n\n \n\nVRDR,\nVRI, VerdePlus and VLI are subject to the tax laws of United States of America. The U.S. corporate income tax rate is 21% effective January\n1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income\ntax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the\nperiods presented.\n\n \n\nThe\nCompany has provided for a full valuation allowance against the deferred tax assets of $2,090,801 on the expected future tax benefits\nfrom the net operating loss (“NOL”) carry forwards of $9,956,196 as the management believes it is more likely than not that\nthese assets will not be realized in the future.\n\n \n\nNet\nOperating Losses (NOLs) generated prior to January 1, 2018, are able to be carried forward up to twenty subsequent years. Any NOLs created\nfor tax years subsequent to that may be carried forward indefinitely. However, any NOLs arising from tax years ending after December\n31, 2020, can only be used to offset up to 80% of taxable income.\n\n \n\nFor\nthe years ended June 30, 2025, and 2024, there were no operating income under the applicable U.S. tax regime.\n\n \n\n*BVI*\n\n \n\nUnder\nthe current BVI law, VRAP is not subject to tax on income.\n\n \n\n*Labuan*\n\n \n\nUnder\nthe current laws of the Labuan applicable to BRL, income derived from an intellectual property right is subject to tax under the Malaysian\nIncome Tax Act 1967 (ITA) at 24% of its chargeable income. However, BRL is not subject to income tax, given that it was a net loss position\nduring the current period presented. The losses are presently not able to be carried forward to offset against its future operation income\nas income generating activities have not yet been undertaken.\n\n \n\nF-33\n\n[Table of Contents](#toc_002)\n\n** **\n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n*Malaysia*\n\n \n\nThe\nCompany’s subsidiaries, Verde Malaysia and Wision is registered in Malaysia and are subject to the Malaysia corporate income tax\nat a standard income tax rate of 24% on chargeable income.\n\n \n\nThe\noperation in Malaysia incurred $1,041,549 of cumulative net operating losses as of June 30, 2025 which can be carried forward to offset\nfuture taxable income. The net operating loss are allowed to be carried forward up to a maximum of ten (10) years of assessments under\nthe current tax legislation in Malaysia. The Company has provided for a full valuation allowance against the deferred tax assets of $249,972\non the expected future tax benefits from the net operating loss (“NOL”) carry forwards as the management believes it is more\nlikely than not that these assets will not be realized in the future.\n\n SCHEDULE OF INCOME TAX RATE AND TAX PROVISION\n\n  \n2025  \n2024 \n\n  \nYears ended June 30, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nLoss before income taxes \n$(398,431) \n$(578,231)\n\nStatutory income tax rate \n 24% \n 24%\n\nIncome tax expense at statutory rate \n (95,623) \n (138,775)\n\nNon-deductible items \n 50,953  \n 47,265 \n\nTax losses unable to be carried forward \n 2,954  \n 1,017 \n\nValuation allowance \n 41,716  \n 90,493 \n\n**Income tax expense**** **\n**$****-**** **** **\n**$****-**** **\n\n \n\nThe\nfollowing table sets forth the significant components of the deferred tax assets of the Company:\n\n SCHEDULE OF DEFERRED TAX ASSETS\n\n  \n2025  \n2024 \n\n  \nAs of June 30, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nDeferred tax assets: \n    \n   \n\nNet operating loss carry forwards, from \n    \n   \n\nUS tax regime \n$2,090,051  \n$1,439,384 \n\nMalaysia tax regime \n 249,972  \n 205,026 \n\nNet operating loss carryforwards \n 249,972  \n 205,026 \n\nLess: valuation allowance \n (2,340,023) \n (1,644,410)\n\n**Deferred tax assets, net**** **\n**$****-**** **** **\n**$****-**** **\n\n \n\nThe\nCompany has recorded valuation allowances for certain tax attribute carry forwards and other deferred tax assets due to uncertainty that\nexists regarding future realizability. If in the future the Company believes that it is more likely than not that these deferred tax\nbenefits will be realized, the majority of the valuation allowances will be reversed in the consolidated statement of operations. The\nCompany did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months.\n\n \n\nF-34\n\n[Table of Contents](#toc_002)\n\n** **\n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n**NOTE\n18 - RELATED PARTY TRANSACTIONS**\n\n SCHEDULE OF RELATED PARTY TRANSACTIONS\n\n  \n2025  \n2024 \n\n  \nFor the Years ended \n\n  \nJune 30, \n\n  \n2025  \n2024 \n\nRelated party transactions: \n    \n   \n\nSales to: \n    \n   \n\nBorneo Eco Food Sdn Bhd (1) \n$-  \n$4,071 \n\nSB Resorts Sdn Bhd (2) \n$-  \n$25,441 \n\nSales \n$-  \n$25,441 \n\nRental income: \n    \n   \n\nMr. Jack Wong (3) \n$30,000  \n$60,000 \n\nRental income \n$30,000  \n$60,000 \n\nProfessional services provided by: \n    \n   \n\nWarisan Khidmat Sdn Bhd (4) \n$-  \n$17,905 \n\nProfessional services provided \n$-  \n$17,905 \n\nInterest expense paid to: \n    \n   \n\nBOC (5) \n$1,738  \n$13,536 \n\nInterest expense paid \n$1,738  \n$13,536 \n\nRental expense paid to: \n    \n   \n\nSB Resorts Sdn Bhd (2) \n$3,431  \n$1,918 \n\nRental expense paid \n$3,431  \n$1,918 \n\nSale of property: \n    \n   \n\nMr. Jack Wong (3) \n$857,500  \n$- \n\nSale of property \n$857,500  \n$- \n\nSettlement of debts by issuance of Company’s Common Stock \n    \n   \n\nBOC (2) \n$675,888  \n$- \n\nSettlement of debts by issuance of company’s common stock \n$675,888  \n$- \n\n \n\nRelated party balances (other than those disclosed in Note 12 and Note 13)\n\nSCHEDULE OF RELATED PARTY BALANCES\n\n  \n2025  \n2024 \n\n  \nAs of June 30, \n\n  \n2025  \n2024 \n\nAccounts payable \n    \n   \n\nWarisan Khidmat Sdn Bhd (4) \n$-  \n$1,484 \n\nAccounts payable \n$-  \n$1,484 \n\n \n\n(1)Borneo Oil Berhad\n(“BOB”) is ultimate holding company of Borneo Eco Food Sdn. Bhd., and held 13.4% of the Company’s issued and outstanding\nCommon Stock as of June 30, 2025.\n\n \n\n(2)SB Resorts Sdn\nBhd and Borneo Oil Corporation Sdn Bhd (“BOC”) are wholly owned subsidiaries of Borneo Oil Berhad (“BOB”) (holding\n13.4% of the Company’s issued and outstanding Common Stock as of June 30, 2025).\n\n \n\n(3)Mr.\nJack Wong is the Chief Executive Officer of the Company effective October 1, 2022. By Waiver and Consent of Shareholders, Mr. Jack\nWong was re-elected Director of the Company, effective March 30, 2024. This represents sale of the property located at 1138\nWildhorse Parkway Drive, Chesterfield, Missouri 63005 owned by VRI, for a current market value of $857,500.\nA gain on disposal of $161,156\nwas recognized as a result of this transaction.\n\n \n\n(4)Warisan Khidmat\nSdn. Bhd. is a company whose shareholdings is entirely held by a Director of Verde Malaysia.\n\n \n\n(5)On August 16, 2024,\nBOC and the Company entered into an arrangement to settle the debt of $675,888 owing to BOC by way of the issuance of 9,655,542 shares\nof the Company’s Common Stock. The settlement was deemed to be a capital transaction which represented a distribution to an equity\nholder and therefore was not charged in earnings. Refer Note 13 for further details regarding this transaction.\n\n \n\nApart\nfrom the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other\nsignificant or material related party transactions during the years presented.\n\n \n\nF-35\n\n[Table of Contents](#toc_002)\n\n** **\n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n**NOTE\n19 - CONCENTRATIONS OF RISKS**\n\n \n\nThe\nCompany is subject to concentrations of credit risk primarily from customers and vendors. Financial instruments that potentially subject\nthe Company to concentration of credit risk consist principally of cash and accounts receivable. The Company performs ongoing credit\nevaluations of its customers and generally does not require collateral.\n\n \n\n**Major\ncustomers**\n\n \n\nFor\nthe years ended June 30, 2025 and 2024, the Company had one and two customers, respectively, whose revenue accounted for more than\n10% of total revenue.\n\n SCHEDULE OF CONCENTRATION RISK\n\n  \nUSD  \n%  \nUSD  \n% \n\n  \nRevenue \n\n  \nJune 30, 2025  \nJune 30, 2024 \n\n  \nUSD  \n%  \nUSD  \n% \n\n  \n   \n   \n   \n  \n\nCustomer A \n$125,120  \n$94% \n 62,560  \n$64.8%\n\nCustomer B* \n -  \n -  \n 25,441  \n 26.3%\n\nRevenue \n -  \n -  \n 25,441  \n 26.3%\n\n \n\n**Accounts\nReceivable Concentration**\n\n \n\nAccounts\nreceivable concentrations from customers representing more than 10% of total accounts receivable were as follows:\n\n \n\n  \n2025  \n2024 \n\n  \nAccount Receivable \n\n  \nAs of June 30, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nCustomer A \n$187,314  \n$62,560 \n\nCustomer B* \n$-  \n$25,441 \n\nAccounts\nreceivable \n$-  \n$25,441 \n\n \n\n*impaired and represents\na related party.\n\n \n\n**Major\nVendors**\n\n \n\nThe\nCompany relies on a limited number of vendors for certain materials and services used in its operations.\n\n \n\nFor\nthe years ended June 30, 2025 and 2024 the Company had one and two vendors respectively, whose purchases accounted for more than 10%\nof total direct costs included in cost of revenue.\n\n SCHEDULE OF REVENUE OF PRODUCTION AND DISTRIBUTION OF VENDORS\n\n  \nUSD  \n%  \nUSD  \n% \n\n  \nDirect Costs \n\n  \nJune 30, 2025  \nJune 30, 2024 \n\n  \nUSD  \n%  \nUSD  \n% \n\n  \n   \n   \n   \n  \n\nVendor A \n$-  \n$-% \n 118,621  \n 45%\n\nVendor B \n$-  \n$-% \n 135,200  \n 51%\n\nVendor C \n$8,800  \n$14% \n -  \n -%\n\nDirect Costs \n$8,800  \n$14% \n -  \n -%\n\n \n\n**Accounts\nPayable Concentration**\n\n \n\nAccounts\npayable concentrations from vendors representing more than 10% of total accounts payable were as follows:\n\n \n\n  \n2025  \n2024 \n\n  \nAccount Payable \n\n  \nAs of June 30, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nVendor A \n$-  \n$118,621 \n\nVendor B \n$-  \n$- \n\nVendor C \n$8,800  \n$- \n\nAccount payable \n$8,800  \n$- \n\n \n\n**Revenue\nby Geographic Location**\n\n \n\nThe\nrevenues below are based on the countries in which the Company’s customers are located. Summarized financial information concerning\nthe geographic locations are shown in the following table:\n\n SCHEDULE OF REVENUE FROM EXTERNAL CUSTOMERS BY GEOGRAPHIC AREAS\n\n  \n2025  \n2024 \n\n  \nYears ended June 30, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nMalaysia \n$4,782  \n$34,024 \n\nUnited States of America \n 128,420  \n 62,560 \n\nRevenue \n$133,202  \n$96,584 \n\n \n\n**Economic\nand political risk**\n\n \n\nThe\nCompany’s primary operations are conducted in the U.S. and Malaysia. Accordingly, the political, economic, and legal environments\nin these jurisdictions, as well as broader macroeconomic conditions may influence the Company’s business, financial condition,\nand results of operations.\n\n \n\nFurther,\nthe escalation tensions in the Middle East, including the continuing Russian – Ukraine conflict may impact the global economic\nsituation, which indirectly may impact the Company’s operations.\n\n \n\n**Exchange\nrate risk**\n\n \n\nThe\nCompany cannot guarantee that the current exchange rate will remain steady; therefore, there is a possibility that the Company could\npost the same amount of losses for two comparable periods and because of the fluctuating exchange rate actually post higher or lower\nprofit depending on exchange rate of MYR converted to USD on that date. The exchange rate could fluctuate depending on changes in political\nand economic environments without notice.\n\n \n\nF-36\n\n[Table of Contents](#toc_002)\n\n** **\n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n**NOTE\n20 - PENSION COSTS**\n\n \n\nThe\nCompany is required to make contribution to their employees under a government-mandated defined contribution pension scheme for its eligible\nfull-times employees in Malaysia. The Company is required to contribute a specified percentage of the participants’ relevant income\nbased on their ages and wages level. During the years ended June 30, 2025, and 2024, $5,275 and $10,064 contributions were made accordingly.\n\n \n\n**NOTE\n21 – SHARES ISSUED TO NONEMPLOYEES AND EMPLOYEES**\n\n \n\nThe\nCompany enters into consulting, employment, and advisory agreements pursuant to which compensation may be paid, in whole or in part,\nthrough the issuance of shares of the Company’s Common Stock.\n\n \n\nShare-based\nawards issued under these arrangements are generally structured as separate equity awards with distinct grant dates corresponding to\nfinal board approval. Shares are issued as fully vested and nonforfeitable upon grant; however, such awards are often granted in\nadvance of the performance of the related services. For certain arrangements, shares are awarded based on tranches covering\nvarying service periods within the entire service agreement. Each tranche represents a separate share-based award with a distinct\ngrant date.\n\n \n\nThese awards are legally issued, fully vested and nonforfeitable upon issuance, and the recipients obtain the same\nownership rights as all other holders of the Company’s Common Stock. Accordingly, the shares are recorded within stockholders’\nequity upon issuance, while the related prepaid share-based compensation is recognized as an asset and amortized over the applicable service\nperiod, in accordance with ASC 718, as the related services are received.\n\n \n\nIf the related services are not completed, the Company evaluates the remaining unamortized prepaid share-based compensation\nand will reverse amounts associated with unperformed services. In such circumstances, the Company shall seek to negotiate the voluntary\ncancellation of shares previously issued; however, such shares are not subject to contractual forfeiture, repurchase, or automatic cancellation\nprovisions.\n\n \n\n**Consulting\nand Advisory Agreements**\n\n \n\n*Looi\nPei See Agreement*\n\n \n\nOn\nDecember 15, 2022, the Company entered into a Services Agreement with Looi Pei See (the “Looi Pei See Agreement”) to support\nthe development of retail markets in Malaysia and Singapore.\n\n \n\nUnder\nthe Looi Pei See Agreement, the Company issued 1,140,000 shares of the Company’s Common Stock on December 31, 2022. The shares\nhad a grant date fair value of $228,000, based on a closing stock price of $ 0.20 per share on December 31, 2022 (date of final board\napproval and grant date).\n\n \n\nThe\nshares were issued in advance of the service period from December 15, 2022 through December 14, 2025. Accordingly, the Company recognizes\nthe related compensation expense over the three-year service period.\n\n \n\nDuring\nthe year ended June 30, 2025, the Company recognized $74,082 of consulting expense related to this agreement, which is included in selling,\ngeneral and administrative expenses.\n\n \n\n*Fosnacht\nAgreement*\n\n \n\nOn\nOctober 23, 2023, the Company, through VRI, entered into a Services Agreement (the “Fosnacht Agreement”) with Donald R. Fosnacht\nto engage him as National Certification and Extensive BCR (Biochar Carbon Removal) Implementation Specialist to develop and implement\na comprehensive strategy to obtain national and regional certification and endorsement for carbon net-negative construction products\nwith high biochar content, encompassing asphalt, concrete, and soil stabilization as designated in the Agreement.\n\n \n\nF-37\n\n[Table of Contents](#toc_002)\n\n \n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\nUnder\nthe Fosnacht Agreement, the Company issued 1,000,000 shares of the Company’s Common Stock, on January 31, 2024. The shares had\na grant-date fair value of $134,000, based on a closing stock price of $ 0.134 per share on January 31, 2024 (date of final board approval\nand grant date). The term of the Fosnacht Agreement expired on December 31, 2025.\n\n \n\nThe\nshares were issued in advance of the service period through December 31, 2025, and compensation expense is recognized over the service\nperiod.\n\n \n\nDuring\nthe year ended June 30, 2025, the Company recognized $61,061 of consulting expense related to this agreement.\n\n \n\n*National\nImplementation Expert Agreements*\n\n \n\nOn\nApril 20, 2024 and as amended on June 29, 2024, the Company entered into two Services Agreements (the “NIE Agreements”) with\nDr. Nam Tran and Dr. Raymond Powell to serve as National Implementation Experts for VRI, to initiate connections with esteemed asphalt\ncontractors, identify potential partners, explore potential collaborations through their extensive networks in the asphalt industry and\nrecommend strategies to capitalize on emerging opportunities as designated in the NIE Agreements.\n\n \n\nUnder\nthe NIE Agreements, each consultant is entitled to receive 3,000,000 shares of Common Stock, to be granted in three separate tranches\nof 1,000,000 shares each corresponding to successive twelve-month service periods beginning May 1, 2024. The term of the NIE Agreements\nwill remain effective until April 30, 2027, and both parties may renew their respective agreement, or enter into a new agreement as may\nbe mutually agreed on terms to be separately negotiated.\n\n \n\nThe\nfirst tranche of 1,000,000 shares for each consultant was approved and issued on July 31, 2024 and had a grant-date fair value of $360,000\nper consultant based on a stock price of $0.36 per share on July 31, 2024 (date of final board approval and grant date).\n\n \n\nAs\nthe second tranche of 1,000,000 shares to Dr. Raymond Powell were only approved and issued on July 1, 2025 (date of final board approval\nand grant date), the compensation expense for the service period for the two months ended June 30, 2025 was accrued for based on management’s\nbest estimate of the fair value of the stock determined as the stock price as of grant date of $0.095 per share, for a total fair value\nof $95,000.\n\n \n\nAs\nthe second tranche for Dr Nam Tran remained to be issued as of June 30, 2025, the accrual for the service period of two months ended\nJune 30, 2025 was based on management’s best estimate of the fair value of 1,000,000 shares as of June 30, 2025, being $100,000,\nvalued at $0.10 per share.\n\n \n\nDuring\nthe year ended June 30, 2025, the Company recognized $632,261 of consulting expenses related to the NIE Agreements, which includes accruals\nbased on best estimate for two months ended June 30, 2025 for the second tranche of 1,000,000 shares each, and is recorded to selling,\ngeneral and administrative expenses.\n\n \n\n*Ludwig\nAgreement*\n\n \n\nOn\nJune 1, 2024 and as amended June 29, 2024, the Company entered into a multi-year Services Agreement with Dale Ludwig (the “Ludwig\nAgreement”) to serve as a Strategic Advisor to maintain and build strong relationships with policymakers at both state and federal\nlevels, collaborate with Missouri Department of Transportation, build relationships with MAPA members, collaborate with Missouri contractors\nto encourage the use of the Company’s technologies, identify current biochar producers in Missouri and engage with the Missouri\nDepartment of Economic Development.\n\n \n\nThe\nagreement provides for the issuance of 2,000,000 shares of Common Stock in three tranches (700,000, 700,000, and 600,000 shares), each\nrepresenting separate awards corresponding to successive service periods, which begins 11 months from June 1, 2024 and 12 months from\nMay 1, 2025, and May 1, 2026, respectively.\n\n \n\nThe\nfirst tranche of 700,000 shares was approved and issued on August 8, 2024 and had a grant-date fair value of $210,000, based on a stock\nprice of $0.30 per share on August 8, 2024 (date of final board approval and grant date).\n\n \n\nF-38\n\n[Table of Contents](#toc_002)\n\n \n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\nAs\nthe second tranche for Dale Ludwig remained to be issued as of June 30, 2025, the accrual for the service period of two months ended\nJune 30, 2025 was based on management’s best estimate of the fair value of 700,000 shares as of June 30, 2025, being $70,000, valued\nat $0.10 per share.\n\n \n\nDuring\nthe year ended June 30, 2025, the Company recognized $202,836 of consulting expense related to the Ludwig Agreement, which includes accruals\nbased on best estimate for two months, and is recorded to selling, general and administrative expenses.\n\n \n\n*AUM\nCapital Markets Advisory Agreement*\n\n \n\nOn\nNovember 29, 2024, the Company, through VRI entered into a Consulting Services Agreement (the “AUM Agreement”) to engage\nAUM Media Inc (“AUM”), a Delaware corporation, to provide capital markets advisory, investor relations, and media relations\nservices in connection with the Company’s planned equity financing and anticipated Nasdaq uplisting.\n\n \n\nThe\nAUM Agreement provides for:\n\n \n\n \n●\na\nmonthly cash fee of $6,000, and\n\n \n \n \n\n \n●\nthe\nissuance of 9,313,100 shares (0.75% of the Company’s outstanding shares as of November 29, 2024)\n\n \n\nThe\nshares are issuable in two tranches:\n\n \n\n \n●\n4,656,550\nshares upon execution of the agreement\n\n \n \n \n\n \n●\n4,656,550\nshares upon Nasdaq listing\n\n \n\nOn\nJanuary 2, 2025, the Company issued the first tranche of 4,656,550 shares to Aegis Ventures Limited, as designated by AUM.\n\n \n\nThe 4,656,550\nshares had a grant-date fair value of $745,048,\nbased on a grant date of November 29, 2024 and closing stock price of $0.16\nper share. The shares were issued in advance of the service period from January 1, 2025 through December 31, 2025, and compensation\nexpense is recognized over the service period.\n\n \n\nDuring\nthe year ended June 30, 2025, the Company recognized $369,462 of consulting expense related to the AUM Agreement and is recorded to selling,\ngeneral and administrative expenses.\n\n \n\n**Employee\nand Director Share Compensation**\n\n \n\n*Eric\nBava – Chief Operating Officer*\n\n \n\nOn\nOctober 1, 2023, the Company entered into an employment Agreement with Eric Bava, (the “Bava Employment Agreement”, as amended)\nwith the Company’s Chief Operating Officer. The Company agreed to issue 670,000 of the Company’s Common Stock annually to\nEric Bava, upon completion of each full year of service under the Bava Employment Agreement, as amended. The term of the Bava Employment\nAgreement will remain effective until September 30, 2027.\n\n \n\nOn\nAugust 30, 2024, the Company approved and issued 670,000 shares with a grant-date fair value of $181,235, based on a closing stock price\nof $0.2705 per share on August 30, 2024 (date of final board approval and grant date). These shares were related to service period from\nOctober 1, 2023 through September 30, 2024, and the related expense was accrued based on best estimate as of June 2024. The related expense\nfor the year ended June 30, 2025 amounted to $45,556.\n\n \n\nPursuant\nto the addendum dated August 29, 2025, the grant-date fair value of the share-based compensation for the second year of service was established\nat $60,000. Prior to the establishment of the grant date, compensation expense was accrued based on management’s estimate of fair\nvalue in accordance with ASC 718-10-30-6. Accordingly, $44,877 was recognized over the requisite service period from October 1, 2024\nthrough June 30, 2025.\n\n \n\nDuring\nthe year ended June 30, 2025, the Company recognized $90,433\nof compensation expense. The expense is recorded to selling, general and administrative expenses.\n\n \n\nF-39\n\n[Table of Contents](#toc_002)\n\n** **\n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n*Jeremy\nP. Concannon – Chief Growth Officer*\n\n \n\nOn\nJuly 31, 2024, VRI entered into Service Agreement with Jeremy P. Concannon, the Company’s Chief Growth Officer of the Company,\neffective from August 1, 2024 (the “Concannon Services Agreement”).\n\n \n\nPursuant\nto the Concannon Services Agreement, as amended on September 27, 2024, the Company agreed to issue a total of 4,050,000 shares of the\nCompany’s Common Stock to Jeremy P. Concannon over three tranches of 1,350,000 shares, with each tranche of shares to be issued\nas compensation for each service period beginning 12 months from August 1, 2024, and 2025, and for 14 months from August 1, 2026, to\nSeptember 30, 2027, respectively. The term of the Concannon Service Agreement will remain effective until September 30, 2027, and both\nparties may renew the agreement, or enter into a new agreement as may be mutually agreed on terms to be separately negotiated.\n\n \n\nThe\nfirst tranche of 1,350,000 shares was approved and issued on August 30, 2024, with a grant-date fair value of $365,175, based on a closing\nstock price of $0.2705 per share on August 30, 2024 (date of final board approval and grant date.\n\n \n\nDuring\nthe year ended June 30, 2025, the Company recognized $334,160 of compensation expense related to the Concannon Agreement, which is recorded\nto selling, general and administrative expenses. The second tranche of 1,350,000 shares of Common Stock due to be issued to Mr. Concannon\non August 31, 2025, has not been issued as of the date of these financial statements.\n\n \n\n*Hannah\nBruehl – Chief of Staff*\n\n \n\nThe\nCompany agreed to issue 50,000 shares of Common Stock to Hannah Bruehl, Chief of Staff of the Company for service period from September\n3, 2024 to September 2, 2025, as part of the compensation package in the Employment Agreement signed on September 3, 2024.\n\n \n\nThe\nshares were approved and issued on January 3, 2025, and had a grant-date fair value of $9,280, based on a closing stock price of $0.1856\nper share on January 3, 2025 (date of final board approval and grant date).\n\n \n\nDuring\nthe year ended June 30, 2025, the Company recognized $7,653 of compensation expense related to this award, which is recorded to selling,\ngeneral and administrative expenses.\n\n \n\n*Karl\nStrahl – Director*\n\n \n\nOn\nJune 1, 2025, the Company approved and issued 350,000 shares of Common Stock to Karl Strahl under a director appointment agreement, dated\nMay 1, 2025, covering the service period May 1, 2025 through April 30, 2026.\n\n \n\nThe\nshares had a grant-date fair value of $33,110, based on a stock price of $0.0946 per share on January 3, 2025 (date of final board approval\nand grant date).\n\n \n\nDuring\nthe year ended June 30, 2025, the Company recognized $5,534 director compensation expense related to this award, which is recorded as\nselling, general and administrative expenses.\n\n \n\n**License\nAgreement**\n\n \n\n*C-Twelve\nJoint Development and License Agreement*\n\n \n\nOn\nOctober 18, 2024, the Company entered into a binding Term Sheet with C-Twelve, pursuant to which C-Twelve agreed to grant the Company:\n(i) an exclusive license to utilize its proprietary binder and biochar asphalt mixed designs for the production and commercialization\nof asphalt surfacing-related products within the United States; and (ii) a first right of refusal to extend the exclusive licensing of\nthe Licensed Technology to other countries and territories, subject to terms and conditions to be mutually agreed.\n\n \n\nThe\nTerm Sheet, originally set to expire on February 28, 2025, was subsequently extended to May 31, 2025. On May 19, 2025, the Company and\nC-Twelve entered into the definitive Joint Development Agreement, which formalized the licensing and collaboration terms contemplated\nby the Term Sheet.\n\n \n\nIn\nconsideration for the rights granted under the C-Twelve Agreement, the Company agreed to issue 1,500,000 shares of the Company’s\nCommon Stock to C-Twelve within thirty (30) business days following the Effective Date. On June 1, 2025, the Company approved and issued\n1,500,000 shares to Sundeo Pty Ltd, an affiliate designated by C-Twelve.\n\n \n\nThe\nshares had a grant-date fair value of $141,900, calculated based on the Company’s closing stock price of $0.0946 per share on June\n1, 2025, which represents the date of final board approval and grant date.\n\n \n\nThe\nCompany determined that the share issuance represents compensation for services and other performance obligations associated with the\narrangement including licensing, development, and collaboration activities. Accordingly, the fair value of the shares is recognized as\nexpense over the service period of May 19, 2025 through May 18, 2035, in accordance with ASC 718.\n\n \n\nDuring\nthe year ended June 30, 2025, the Company recognized $1,671 of licensing expense related to this agreement, which recorded in selling,\ngeneral and administrative expenses.\n\n \n\nF-40\n\n[Table of Contents](#toc_002)\n\n** **\n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n**Unrecognized\nStock-Based Compensation**\n\n \n\nAlthough\nshares are generally issued as fully vested upon grant, certain awards are granted in advance of the performance of services. Accordingly,\nthe Company has unrecognized stock-based compensation cost related to services to be rendered in future periods.\n\n \n\n**As\nof June 30, 2025 and 2024:**\n\n** **\n\n \n●\n**Nonemployee\nawards:** $581,338 and $200,666, respectively, to be recognized over a weighted-average period of 3.79 and 1.48, respectively.\n\n \n \n \n\n \n●\n**Employee\nand director awards:**$60,219 and $0, respectively, to be recognized over a weighted-average period of 0.60 and 0, respectively.\n\n \n\nThere\nwas no income tax benefit recognized in connection with stock-based compensation expenses.\n\n \n\n**NOTE\n22 - COMMITMENTS AND CONTINGENCIES**\n\n \n\nFuture\ncommitments with regards to repayment of lease liabilities are disclosed in Notes 14.\n\n \n\nApart\nfrom the above, as of June 30, 2025, the Company had the following commitments:\n\n \n\na)\ncommitment to issue shares of Common Stock to the following service providers on or before October 31, 2025 and 2026, subject to final\nboard approval for the second and third tranches respectively as below, for services to be performed pursuant to the Service Agreements\nsigned with nonemployees as disclosed in Note 15 and Note 21:\n\n SCHEDULE OF CAPITAL COMMITMENT\n\n  \n\n**Number of**\n\n**shares to be**\n\n**issued**\n \n\nFinancial year ended June 30, 2026 \n   \n\nNam Tran \n 1,000,000 \n\nRaymond Powell # \n 1,000,000 \n\nDale Ludwig \n 700,000 \n\nTotal \n 2,700,000 \n\nFinancial year ended June 30, 2027: \n   \n\nNam Tran \n 1,000,000 \n\nRaymond Powell \n 1,000,000 \n\nDale Ludwig \n 600,000 \n\nTotal \n 2,600,000 \n\n \n\n#issued on July\n1, 2025.\n\n \n\nF-41\n\n[Table of Contents](#toc_002)\n\n** **\n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\nb)\ncommitment to cancel 375,000 shares of Common Stock pursuant to the Service Agreement signed and Service and Stock Cancellation Agreement\nas disclosed in Note 15.\n\n \n\nc)\nquarterly committed payments, to be paid in advance of $62,500 for period from July 2025 to September 2026 to support a 3-year Performance\nTesting Project titled “Structural Capacity of Sustainable Pavement” pursuant to an agreement entered with The National Center\nfor Asphalt Technology at Auburn University (“NCAT”) on June 27, 2024.\n\n \n\nd)\ncommitment to issue 4,656,550 shares of Common Stock to Aegis Ventures Limited pursuant to the terms of the consulting services agreement\nthat the Company through its wholly-owned subsidiary Verde Renewables, Inc. entered into with AUM on November 29, 2024, within three\ndays following the Company’s listing on the Nasdaq.\n\n \n\ne)\ncommitment to issue shares of Common Stock, comprising of 7,744,445 shares of Common Stock, comprising 4,444,445 shares of Common Stock\nfor $400,000 at $0.09 per share to one non-U.S. shareholder and 3,300,000 shares of Common Stock for $264,000 at $0.08 per share to one\nnon-U.S. shareholder and seven U.S. shareholders and the committed common shares was subsequently issued on July 1, 2025.\n\n \n\nf)\nCommitment 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\nthe C-Twelve Agreement that the Company through its wholly-owned subsidiary Verde Renewables, Inc. entered into with C-Twelve on May\n19, 2025. Pursuant to the terms of the C-Twelve Agreement, the Company will also allocate to C-Twelve a royalty equal to three percent\n(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\nthan 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\nfollowing the Company’s successful uplisting from OTC to a National Exchange.\n\n \n\nAs\nof June 30, 2025, the Company has no material contingencies.\n\n \n\n**NOTE\n23 - SUBSEQUENT EVENTS**\n\n \n\n*Share\nIssuances*\n\n \n\nOn\nJuly 1, 2025, the Company issued a total of 7,744,445 shares of Common Stock, comprising 4,444,445 shares of Common Stock for $400,000\nat $0.09 per share to one non-U.S. shareholder and 3,300,000 shares of Common Stock for $264,000 at $0.08 per share to one non-U.S. shareholder\nand seven U.S. shareholders.\n\n \n\nOn\nJuly 1, 2025, the Company issued the second tranche of 1,000,000 of the Company’s shares of Common Stock to Dr. Raymond Powell\nas part of the compensation package in the NIE agreement.\n\n \n\nOn\nJuly 28, 2025, the Company issued a total of 187,500 shares of Common Stock for $15,000 at $0.08 per share to one U.S. shareholder.\n\n \n\nOn\nSeptember 12, 2025, the Company issued a total of 5,412,500 shares of Common Stock for $433,000 at a price of $0.08 per share to three\nnon-U.S. shareholders.\n\n \n\n*Appointment\nof Director*\n\n \n\nEffective\nJuly 3, 2025, by resolution of the Board, Dr. Raymond Powell was appointed as a member of the board of directors of the Company.\n\n \n\n*Test\nResults*\n\n \n\nIn\nJuly 2025, Verde Resources Inc. received encouraging preliminary performance results from the National Center for Asphalt Technology\n(NCAT) regarding its Cold-Mix Biochar-Asphalt test section at NCAT’s Test Track—installed in December 2024. After approximately\n50,000 equivalent single axle loads (ESALs) of heavy truck traffic, the asphalt surface remained flexible and demonstrated consistent\ndurability, particularly under low-volume roadway conditions, as confirmed by NCAT’s Assistant Director for Test Track Research,\nMr. Nathan Moore. This demonstration marks the world’s first deployment of a carbon-sequestering asphalt material engineered to\nmaintain competitive strength and flexibility for road applications. Verde announced this milestone in a press release on July 28, 2025.\n\n \n\nF-42\n\n[Table of Contents](#toc_002)\n\n** **\n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\nIn\nSeptember 2025, NCAT’s latest evaluation of Verde’s cold recycling mix using 100% RAP further validated the testing results\nof our proprietary formulation. Laboratory testing conducted in accordance with ASTM D6927 (Marshall Stability and Flow), ASTM D6931\n(Indirect Tensile Strength), and AASHTO T283 (Moisture Susceptibility) demonstrated that Verde’s cold-recycled mix not only meets\nbut exceeds industry specifications for cold-recycled asphalt. Results showed superior cohesion, high TSR, and retained stability compared\nto standard cold mix benchmarks, validating its strength, durability, and moisture resistance.\n\n \n\n*Addendum\nto C-Twelve Agreement*\n\n \n\nEffective\nOctober 8, 2025, the Company entered into an addendum to the Joint Development Agreement (the “C-Twelve Addendum”) with C-Twelve\npursuant to which (i) C-Twelve approved the Company’s entry into the License Agreement with Ergon, (ii) the exclusive territory\ngranted to Verde under the Joint Development Agreement is expanded to comprise the United States of America (including all states, territories,\nand regions thereof), Canada and Mexico, (iii) the Company agreed to pay an additional $1 million in exclusive licensing fees for the\nexpanded territories of Canada and Mexico, which shall be paid concurrently with the $2 million loan previously agreed upon under the\nJoint Development Agreement (the “C-Twelve Loan”) and (iv) the Company agreed to a potential conditional fee payment to C-Twelve\nin 2027 based on agreed to minimum amounts of liters of Verde 24 which the Company may purchase from C-Twelve. The Company is required\nto 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\npart to enhance its Verde 24 manufacturing capability) within thirty (30) days of closing of a transaction in which our Common Stock\nbecomes 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,\non ten (10) business days’ notice, to hold us in breach of the Joint Development Agreement.\n\n \n\n*Ergon\nLicense*\n\n \n\nOn\nOctober 10, 2025, Verde Renewables entered into a license agreement with Ergon, pursuant to which the Company has granted Ergon an exclusive,\nnon-transferable license to use, manufacture, commercialize, market, sell and distribute any product that contains or is manufactured\nor formed by Ergon using the Company’s proprietary cold mix biochar asphalt emulsifying agent, Verde V24, in the United States\n(including its territories), Canada and Mexico, in exchange for Ergon agreeing to purchase Verde V24 from the Company at a fixed price\n(which is inclusive of all fees associated with the license, but subject to consumer price index adjustments) for use in Ergon’s\nasphalt road materials products.\n\n \n\nThe\nCompany has agreed with Ergon to an initial fifteen (15) month “go-to-market period”, during which there will be no minimum\npurchase requirements for Ergon’s purchases of Verde V24. For each calendar year beginning January 1, 2027, Ergon has agreed to\nnegotiate with the Company in good faith towards the establishment of possible minimum purchase amounts based on certain customary factors.\nThe Company has also agreed with Ergon that if minimum purchase amounts are agreed to for any given calendar year, the Company and Ergon\nwill agree in good faith to new minimum purchase amounts for each subsequent year, subject to consideration of customary factors.\n\n \n\nThe\nCompany has also agreed to provide Ergon with forty percent (40%) of its share of the carbon removal credits generated from the mixing\nof the final carbon sequestering BioAsphalt™ surface material, so long as:\n\n \n\n(a)\nthe carbon removal credits are generated from bulk mixing or packaged mixed product, and\n\n \n\n(b)\nthe mixing of the final BioAsphalt™ surface material includes biochar purchased from the Company.\n\n \n\nThe\nErgon License additionally grants Ergon the right to use the Company’s trademarks and access to ongoing technical services to facilitate\nthe monitoring, reporting, and verification process of each ton of carbon dioxide sequestered.\n\n \n\nThe\nterm of the Ergon License is ten (10) years, with an automatic renewal for additional ten (10) year periods, subject to a minimum of\nsix (6) months’ notice of cancellation prior to renewal. The Ergon License may be terminated in the event of non-payment of amounts\ndue, initiation of bankruptcy proceedings, or under other customary terms. Additionally, Ergon may terminate the Ergon License upon sixty\n(60) days’ prior written notice in the event that our Chief Executive Officer, Jack Wong, or our Chief Operating Officer, Eric\nBava, are removed from their respective positions with the Company for reasons other than termination for cause or voluntary resignation.\nThe Ergon License additionally contains provisions regarding confidentiality, indemnification, and representations and warranties of\nthe parties that are customary for such an agreement.\n\n \n\n*Entry\ninto Non-binding Term Sheet for an Equity Financing*\n\n \n\nOn\nOctober 10, 2025, the Company entered into a non-binding term sheet with Ergon for a $2 million investment by Ergon in the Company.\n\n \n\nIn\naccordance with ASC Topic 855, “*Subsequent Events*”, which establishes general standards of accounting for and disclosure\nof events that occur after the balance sheet date but before consolidated financial statements are issued, the Company has evaluated\nall events or transactions that occurred after June 30, 2025, up through the date the Company issued the audited consolidated financial\nstatements.\n\n \n\nF-43\n\n[Table of Contents](#toc_002)\n\n** **\n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n**NOTE\n24 – REVISIONS OF PRIOR-YEAR COMPARATIVE AMOUNTS**\n\n \n\nDuring\nthe preparation of the consolidated financial statements for the year ended June 30, 2025, management identified errors in the classification\nof certain share-based compensation arrangements and equity balances in the previously issued consolidated financial statements for the\nyear ended June 30, 2024. As a result, the Company has revised certain prior-year comparative amounts to correct these errors.\n\n \n\nThe\nCompany evaluated these adjustments in accordance with ASC 250-10-45-22 through 45-26 and concluded that the revision was required to\ncorrect errors in the application of ASC 718, specifically related to the classification of certain equity-related balances.\n\n \n\nManagement\ndetermined that certain share-based compensation arrangements for which the service inception period had commenced, but the grant-date\ncriteria under ASC 718 had not yet been established, were previously presented within stockholders’ equity. Under ASC 718, when the grant\ndate has not occurred but services have begun, the related cost attribution should be recognized as a liability until the grant-date\ncriteria are satisfied. Accordingly, the Company has revised the comparative balance sheet as of June 30, 2024 to reclassify the related\naccrued share-based compensation amounts from stockholders’ equity to current liabilities. In addition, the Company adjusted the\npresentation of certain equity-related accounts to reflect their appropriate classification in accordance with U.S. GAAP.\n\n \n\nThe\nCompany further evaluated whether the identified errors were material to the previously issued financial statements in accordance with\nASC 250 and Staff Accounting Bulletin No. 99. Based on this evaluation, the Company determined that the errors were not material, either\nindividually or in the aggregate, to the prior period financial statements and did not materially impact trends in results of operations,\ncompliance with regulatory requirements, or key financial metrics. Accordingly, the Company concluded that a revision of prior period\nfinancial statements (commonly referred to as a “little r” revision) was appropriate and has revised the prior period financial\nstatements in the current filing to correct these errors and enhance transparency.\n\n \n\n**Equity\nand Share-Based Compensation Presentation**\n\n \n\n(i)\nCertain balances previously presented as Common Stock to be issued were combined with Common Stock issued in the consolidated statements\nof changes in stockholders’ equity to reflect issued share capital on a consistent basis.\n\n \n\n(ii)\nBalances previously presented as Common Stock to be cancelled and Common Stock subject to forfeiture were reclassified within APIC to\nappropriately reflect their nature as equity adjustments, for issued fully vested and non-forfeitable stocks issued, which were mutually\nagreed to be cancelled as of the year end.\n\n \n\n(iii)\nShare-based compensation arrangements for which the service inception period had commenced but the grant-date criteria under ASC 718\nhad not yet been met were previously presented within stockholders’ equity. Management determined that the related cost attribution\nshould be presented as a current liability until the grant-date criteria are satisfied. Accordingly, these balances have been reclassified\nfrom stockholders’ equity to current liabilities in the consolidated balance sheet as of June 30, 2024.\n\n \n\nThe\nrevisions described above had no impact on previously reported net loss, earnings per share, total assets, or total cash flows. However,\nit resulted in changes to the classification and presentation of certain line items within the consolidated balance sheet and consolidated\nstatements of changes in stockholders’ equity.\n\n \n\nF-44\n\n[Table of Contents](#toc_002)\n\n \n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n**Summary\nof Restated Comparative Amounts (June 30, 2024)**\n\n SCHEDULE OF CONSOLIDATED STATEMENTS OF BALANCE SHEET\n\n **Consolidated balance sheet line item** \nAs previously\n\nreported  \nRevisions  \nAs revised \n\n  \n   \n   \n  \n\nAccrued share-based compensation for nonemployee \n$-  \n$139,191  \n$139,191 \n\nAccrued share-based compensation for employee \n$-  \n 135,679  \n 135,679 \n\nAccrued share-based compensation \n$-  \n 135,679  \n 135,679 \n\nTotal current liabilities \n$2,478,231  \n$275,659  \n$2,753,890 \n\nTotal liabilities \n$2,569,398  \n$275,659  \n$2,845,057 \n\n  \n    \n    \n   \n\nCommon stock \n$1,199,358  \n$21,988  \n$1,221,346 \n\nCommon stock to be issued \n$22,887  \n$(22,887) \n$- \n\nCommon stock to be cancelled \n$(375) \n$375  \n$- \n\nAdditional paid-in capital \n$49,921,380  \n$(274,346) \n$49,647,034 \n\nTotal equity \n$37,591,140  \n$(274,870) \n$37,316,270 \n\nTotal equity and liabilities \n$40,160,538  \n$789  \n$40,161,327 \n\n \n\n**Consolidated\nstatements of changes in stockholders’ equity line item**\n\n SCHEDULE OF CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY\n\n  \nNo. of shares  \nAmount  \nissued  \ncancelled  \ncapital  \nTotal \n\n  \nCommon stock  \nCommon stock to be  \n **Common stock to be**  \n\n**Additional**\n\n**paid-in**\n  \n  \n\n  \nNo. of shares  \nAmount  \nissued  \ncancelled  \ncapital  \nTotal \n\nShares issued for private placement \n    \n    \n    \n    \n    \n   \n\n- As previously reported \n 22,662,899  \n$22,663  \n$-  \n$-  \n$2,128,544  \n$2,151,207 \n\n- Revisions \n 21,988,333  \n$21,988  \n$-  \n$-  \n$2,145,012  \n$46,818,232 \n\n- As revised \n 44,651,232  \n$44,651  \n$-  \n$-  \n$4,273,556  \n$48,969,439 \n\nShares issued for private placement \n 44,651,232  \n$44,651  \n$-  \n$-  \n$4,273,556  \n$48,969,439 \n\nShares to be issued for private placement \n    \n    \n    \n    \n    \n   \n\n- As previously reported \n 21,988,335  \n$-  \n$21,988  \n$-  \n$2,145,012  \n$2,167,000 \n\n- Revisions \n (21,988,335) \n$-  \n$(21,988) \n$-  \n$(2,145,012) \n$(2,167,000)\n\n- As revised \n -  \n$-  \n$-  \n$-  \n$-  \n$- \n\nShares to be issued for private placement \n -  \n$-  \n$-  \n$-  \n$-  \n$- \n\nCommon stock subject to forfeiture \n    \n    \n    \n    \n    \n   \n\n- As previously reported \n -  \n$-  \n$-  \n$(1,175) \n$(175,105) \n$(176,280)\n\n- Revisions \n -  \n$-  \n$-  \n$1,175  \n$175,105  \n$176,280 \n\n- As revised \n -  \n$-  \n$-  \n$-  \n$-  \n$- \n\nCommon stock subject to forfeiture \n -  \n$-  \n$-  \n$-  \n$-  \n$- \n\nShares cancelled \n    \n    \n    \n    \n    \n   \n\n  \n    \n    \n    \n    \n    \n   \n\n- As previously reported \n (800,000) \n$800  \n$-  \n$800  \n$-  \n$- \n\n- Revisions \n 295,076  \n$295  \n$-  \n$(800) \n$(175,480) \n$(175,985)\n\n- As revised \n (504,924) \n$(505) \n$-  \n$-  \n$(175,480) \n$(175,985)\n\nShares cancelled \n (504,924) \n$(505) \n$-  \n$-  \n$(175,480) \n$(175,985)\n\nShares to be issued to service providers \n    \n    \n    \n    \n    \n   \n\n- As previously reported \n 397,108  \n$-  \n$397  \n$-  \n$138,794  \n$139,191 \n\n- Revisions \n (397,108) \n$-  \n$(397) \n$-  \n$(138,794) \n$(139,191)\n\n- As revised \n -  \n$-  \n$-  \n$-  \n$-  \n$- \n\nShares to be issued to service providers \n -  \n$-  \n$-  \n$-  \n$-  \n$- \n\nShares to be issued to employee \n    \n    \n    \n    \n    \n   \n\n- As previously reported \n 501,580  \n$-  \n$502  \n$-  \n$135,177  \n$135,679 \n\n- Revisions \n (501,580) \n$-  \n$(502) \n$-  \n$(135,177) \n$(135,679)\n\n- As revised \n -  \n$-  \n$-  \n$-  \n$-  \n$- \n\nShares to be issued to employee \n -  \n$-  \n$-  \n$-  \n$-  \n$- \n\nReissued shares previously cancelled to service providers \n    \n    \n    \n    \n    \n   \n\n- As previously reported \n 295,076  \n$295  \n$-  \n$-  \n$-  \n$295 \n\n- Revisions \n (295,076) \n$(295) \n$-  \n$-  \n$-  \n$(295)\n\n- As revised \n -  \n$-  \n$-  \n$-  \n$-  \n$- \n\nReissued shares previously cancelled to service providers \n -  \n$-  \n$-  \n$-  \n$-  \n$- \n\nBalance as of June 30, 2024 \n    \n    \n    \n    \n    \n   \n\n- As previously reported \n 1,222,245,276  \n$1,199,358  \n$22,887  \n$(375) \n$49,921,380  \n$37,591,140 \n\n- Revisions \n (898,690) \n$21,988  \n$(22,887) \n$375  \n$(274,346) \n$(274,870)\n\n- As revised \n 1,221,346,586  \n$1,221,346  \n$-  \n$-  \n$49,647,034  \n$37,316,270 \n\nBalance \n 1,221,346,586  \n$1,221,346  \n$-  \n$-  \n$49,647,034  \n$37,316,270 \n\n \n\nF-45\n\n[Table of Contents](#toc_002)\n\n** **\n\n**VERDE\nRESOURCES, INC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR\nTHE YEARS ENDED JUNE 30, 2025 AND 2024**\n\n**(Currency\nexpressed in United States Dollars (“US$”), except for number of shares)**\n\n \n\n**Summary\nof Restated Comparative Amounts (June 30, 2024)**\n\n \n\nThe\nrevised presentation reflects the correction of classification errors described above, as well as related adjustments to improve the\nconsistency and comparability of the Company’s financial statement presentation between periods.\n\n \n\nIn\nconnection with the revisions, the Company made the following adjustments to the presentation of certain line items in the consolidated\nfinancial statements as of and for the year ended June 30, 2024:\n\n \n\n \n(i)\nThe\nCompany reclassified certain related party balances within the consolidated balance sheet to reflect their appropriate classification.\n\n \n \n \n\n \n(ii)\nThe\nCompany reclassified prepaid share-based compensation related to nonemployees to a separate financial statement line item within\nassets on the consolidated balance sheet to enhance transparency and consistency of presentation.\n\n \n \n \n\n \n(iii)\nThe\nCompany reclassified certain cash flow amounts related to leases within the consolidated statements of cash flows to conform to the\ncurrent year presentation.\n\n \n\nAs\na result of the above adjustments, comparative amounts for the year ended June 30, 2024 have been revised to reflect the correction of\nclassification errors and to conform to the current year presentation.\n\n \n\n**Consolidated balance\nsheet line item** \nAs previously reported  \nRevisions  \nAs revised \n\n  \n   \n   \n  \n\nAccounts receivables \n$65,960  \n$789  \n$66,749 \n\nPrepaid share-based compensation-nonemployees \n$-  \n$135,144  \n$135,144 \n\nPrepayments \n$222,173  \n$(200,666) \n$26,507 \n\nTotal current assets \n$3,494,419  \n$(64,733) \n$3,429,686 \n\n  \n    \n    \n   \n\nPrepaid share-based compensation-nonemployees \n$-  \n$65,522  \n$65,522 \n\nTotal non-current assets \n$36,666,119  \n$65,522  \n$36,731,641 \n\nTotal assets \n$40,160,538  \n$789  \n$40,161,327 \n\n  \n    \n    \n   \n\nAccounts payable \n$92,250  \n$(717) \n$91,533 \n\nOther payables \n$517,189  \n$(56,177) \n$461,012 \n\nAmount due to related parties \n$327,867  \n$57,683  \n$385,550 \n\nTotal current liabilities \n$2,478,231  \n$275,659  \n$2,753,890 \n\nTotal liabilities \n$2,569,398  \n$275,659  \n$2,845,057 \n\n \n\nThe\nrevisions of the consolidated statements of cash flows includes the correction of classification errors related to certain lease-related\ncash flows, which were previously misclassified between operating and financing activities. These amounts have been reclassified in accordance\nwith the appropriate guidance under ASC 842, *Leases.* This correction did not impact the total net change in cash for the period.\n\n SCHEDULE OF CONSOLIDATED STATEMENTS OF CASH FLOWS\n\n**Consolidated statements\nof cash flows line item** \nAs previously reported  \nRevisions  \nAs revised \n\n  \n   \n   \n  \n\nOperating lease expense \n$45,926  \n$(17,686) \n$28,240 \n\nRepayment of operating lease liabilities \n$-  \n$(28,240) \n$(28,240)\n\nTotal cash flows from operating activities \n$(2,042,064) \n$(45,926) \n$(2,087,990)\n\n  \n    \n    \n   \n\nLease interest paid \n$(45,926) \n$45,926  \n$- \n\nTotal cash flows from financing activities \n$4,081,720  \n$45,926  \n$4,127,646 \n\n \n\nIn addition, certain narratives within the notes to\nthe consolidated financial statements included in this Amendment No. 1 on Form 10-K/A have been updated to enhance presentation, formatting,\nconsistency, and disclosure clarity, without any amendments to the contents of the notes. These revisions did not result in any changes\nto the Company’s previously reported assets, liabilities, stockholders’ equity, results of operations, net cash flows, or\nnet loss per share.\n\n \n\nF-46"}