{"url_path":"/sec/vrdr/10-k/2026/item-9a","section_key":"item-9a","section_title":"Item 9A Controls and Procedures**","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":1484,"has_tables":true,"body_markdown":"**ITEM\n9A. Controls and Procedures**\n\n \n\n**Evaluation\nof Disclosure Controls and Procedures**\n\n \n\nUnder\nthe supervision and with the participation of our senior management, including our principal executive officer and principal financial\nofficer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined\nin Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this\nevaluation, our principal executive officer and principal financial officer concluded that, while improved, our disclosure controls and\nprocedures were not effective due to the material weaknesses in internal controls over financial reporting noted below.\n\n \n\n*Management**’**s\nResponsibility for Internal Controls over Financial Reporting*\n\n \n\nOur\nmanagement is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a\n-15(f) under the Exchange Act. Our internal control was designed to provide reasonable assurance to our management and board of directors\nregarding the preparation and fair presentation of published financial statements. Our internal control over financial reporting is designed\nto provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for\nexternal reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures\nthat:\n\n \n\n \n(1)\npertain\nto the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the\nassets of our company,\n\n \n\n \n(2)\nprovide\nreasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance\nwith GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors,\nand\n\n \n\n \n(3)\nprovide\nreasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that\ncould have a material effect on the consolidated financial statements.\n\n \n\n*Inherent\nLimitations of Internal Control over Financial Reporting*\n\n \n\nBecause\nof its inherent limitations, internal control over financial reporting may not prevent or detect all errors or misstatements in our financial\nstatements. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the\nobjectives of the control system are met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk\nthat controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures\nmay deteriorate. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute\nassurance that all control issues and instances of fraud, if any, have been detected.\n\n \n\n45\n\n[Table of Contents](#toc_001)\n\n \n\n**Management’s\nAnnual Report on Internal Control Over Financial Reporting**\n\n \n\nOur\nmanagement is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over\nfinancial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation\nof financial statements for external purposes in accordance with accounting principles generally accepted in the United States. With\nthe participation of our principal executive and principal financial Officer, our management conducted an evaluation of the effectiveness\nof our internal control over financial reporting as of June 30, 2025, based on the criteria set forth by the Committee of Sponsoring\nOrganizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework, along with applicable SEC guidance.\nBased upon such evaluation, our management concluded that, while we have improved upon our internal control over financial reporting\nas of June 30, 2025, based on the COSO framework, our disclosure controls and procedures were not effective due to the material weaknesses\nin internal controls over financial reporting noted below.\n\n \n\nThis\nAnnual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control\nover financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant\nto an exemption for non-accelerated filers from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act of\n2002.\n\n \n\n**Material\nWeaknesses**\n\n \n\nWe\nidentified the following material weaknesses in our internal control over financial reporting as of June 30, 2025. A material weakness\nis a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility\nthat a material misstatement of the issuing company’s annual or interim financial statements will not be prevented or detected\non a timely basis.\n\n \n\n \n1)\n*Segregation\nof duties* – Certain key duties and responsibilities were not adequately segregated due to the lean structure of our finance\nfunction, which relied on a limited number of individuals. While this structure enabled agility during our transition to a sustainability-focused\nenterprise, it increased the risk of error or fraud.\n\n \n \n \n\n \n2)\n*Formalized\nprocesses and documentation* – Although effective practices were in place, we lacked sufficiently formalized and documented\npolicies, procedures, and controls related to the preparation, review, and approval of financial reporting, including management\nreview controls.\n\n \n \n \n\n \n3)\n*Regulatory\nReporting* – Lack of financial personnel with sufficient knowledge and experience with SEC regulations and reporting.\n\n \n \n \n\n \n4)\n*Internal\naudit function* – We did not maintain a dedicated internal audit function to independently assess and monitor the effectiveness\nof internal controls. The absence of such a function limited our ability to perform ongoing, independent evaluations of the control\nenvironment.\n\n \n \n \n\n \n5)\n*Audit\nCommittee – lack of a functioning audit committee.*\n\n \n\nTherefore,\nmanagement determined that we did not maintain effective internal control over financial reporting as of June 30, 2025.\n\n \n\n**Remediation\nPlan for the Material Weaknesses**\n\n \n\nIn\norder to cure the foregoing material weakness, we have taken or intend to take the following remediation measures:\n\n \n\n \n1)\nWe\nhave been working on recruitment of more management talents and professional staff to fill in the gap of shortage of personnel, including\nby the hiring of our chief financial officer, Sherina Chui, on May 1, 2025. With our anticipated expansion of operations, management\nintends to continuously evaluate the adequacy and skillset of our human capital resources.\n\n \n\n \n2)\nWe\nhave regularly offered our financial personnel trainings on internal control and risk management. Also, we have regularly provided\ntrainings to our financial personnel, including our financial consultants, on U.S. GAAP accounting guidelines. We plan to continue\nto provide trainings to our financial team and our other relevant personnel on the U.S. GAAP accounting guidelines applicable to\nour financial reporting requirements.\n\n \n\n \n3)\nWe\nhave engaged with an external consultant to help facilitate our compliance with regulatory reporting requirements. We utilize this\nthird-party independent contractor for the preparation of our financial statements. Although the financial statements and footnotes\nare reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment\nof such transactions. The third-party independent contractor is not involved in our day-to-day operations and may not be provided\ninformation from management on a timely basis to allow for adequate reporting/consideration of certain transactions\n\n \n\n \n4)\nWe\nhave appointed an independent non-employee director in July 2025, and we intend to appoint additional independent directors to assist\nin the corporate governance process, assessment of our processes relating to our risks and control environment, oversight of our\nfinancial reporting, evaluation of our internal and independent audit processes and establishment of a functioning audit committee.\n\n \n\n46\n\n[Table of Contents](#toc_001)\n\n \n\nWe\nintend to pursue the courses of action discussed above as soon as practicable, but we can give no assurance that we will be able to do\nso. Designing and implementing an effective disclosure controls and procedures is a continuous effort that requires us to anticipate\nand react to changes in our business and the economic and regulatory environments and to devote significant resources towards maintaining\na financial reporting system that adequately satisfies our reporting obligations. The remedial measures that we have taken and intend\nto take may not fully address the material weakness that we have identified, and material weaknesses in our disclosure controls and procedures\nmay be identified in the future. Should we discover such conditions, we intend to remediate them as soon as practicable. We are committed\nto taking appropriate steps for remediation, as needed.\n\n \n\n**Officers’\nCertifications**\n\n \n\nAppearing\nas exhibits to this Annual Report are “Certifications” of our Chief Executive Officer and Chief Financial Officer. The Certifications\nare required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”). This section of\nthe Annual Report contains information concerning the Controls Evaluation referred to in the Section 302 Certification. This information\nshould be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.\n\n \n\n**Changes\nin Internal Control Over Financial Reporting**\n\n \n\nThere\nhave been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph\n(d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the year ended June 30, 2025 that have materially affected,\nor are reasonably likely to materially affect, our internal control over financial reporting."}