Financial Analysis

NOTE 22 - COMMITMENTS AND CONTINGENCIES Future commitments with regards to repayment of lease liabilities are disclosed in Notes 14. Apart from the above, as of June 30, 2025, the Company had the following commitments: a) commitment to issue shares of Common Stock to the following service providers on or before October 31, 2025 and 2026, subject to final board approval for the second and third tranches respectively as below, for services to be performed pursuant to the Service Agreements signed with nonemployees as disclosed in Note 15 and Note 21: SCHEDULE OF CAPITAL COMMITMENT Number of shares to be issued Financial year ended June 30, 2026 Nam Tran 1,000,000 Raymond Powell # 1,000,000 Dale Ludwig 700,000 Total 2,700,000 Financial year ended June 30, 2027: Nam Tran 1,000,000 Raymond Powell 1,000,000 Dale Ludwig 600,000 Total 2,600,000 # issued on July 1, 2025. VERDE RESOURCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2025 AND 2024 (Currency expressed in United States Dollars (US$), except for number of shares) b) commitment to cancel 375,000 shares of Common Stock pursuant to the Service Agreement signed and Service and Stock Cancellation Agreement as disclosed in Note 15. c) quarterly committed payments, to be paid in advance of $ 62,500 for period from July 2025 to September 2026 to support a 3-year Performance Testing Project titled Structural Capacity of Sustainable Pavement pursuant to an agreement entered with The National Center fo …

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NOTE 13 - PROMISSORY NOTE TO RELATED PARTY SCHEDULE OF PROMISSORY NOTES 2025 2024 As of June 30, 2025 2024 Promissory Note to related party $ - $ 591,170 The following is a reconciliation of the beginning and ending balances of promissory notes payable using Level 3 inputs: SCHEDULE OF RECONCILIATION OF PROMISSORY NOTES PAYABLE 2025 2024 As of June 30, 2025 2024 Balance at the beginning of year $ 591,170 $ 487,790 Accretion of liability 84,718 103,380 Converted to Company Common Stock (675,888 ) - Balance at the end of year $ - $ 591,170 On March 13, 2023, the Company and its former indirect wholly-owned subsidiary Champmark Sdn Bhd (CSB) entered into a Settlement of Debts Agreement (the SDA Agreement) for the settlement in full of CSBs account payable to a related party, Borneo Oil Corporation Sdn Bhd (BOC) by way of the issuance of a two year term Promissory Note with the face value (principal) amount of $ 675,888 and bearing 2 % coupon interest. The Note was repayable by May 12, 2025, either in cash or by the issuance of the Companys Common Stock priced at $ 0.07 per share at the discretion of the holder of the Promissory Note. The fair value of the Promissory Note of $ 481,023 was calculated using the net present value of estimated future cash flows with the assumptions of risk free rate at 4.03 %, credit spread of 11.6 % and liquidity risk premium of 5.6%. On August 16, 2024, the Company entered into a Supplementary Agreement to the SDA Agreement and Promissory Note with …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Because the Company operates as a single segment and the CODM reviews consolidated financial information, the significant expense categories reviewed by the CODM are reflected in the consolidated statements of operations. The presentation of the comparative information has been revised for comparability with the current year presentation. The CODM reviews on a consolidated financial information basis the significant expense categories as disclosed below. SCHEDULE OF BUSINESS SEGMENT INFORMATION Consolidated June 30, 2025 Consolidated June 30, 2024 (revised) Revenue $ 133,202 $ 96,584 Cost of revenue 51,789 62,978 Gross profit 81,413 33,606 Operating expenses: Depreciation and amortization (351,797 ) (532,876 ) Impairment on property, plant and equipment (137,632 (134,042 ) Impairment on advance to supplier - (177,200 ) Payroll expenses (2,615,348 ) (960,155 ) Consultant fees (1,425,097 ) (347,792 ) Research and development expense (472,090 ) (100,000 ) Legal and professional fees (453,354 ) (258,135 ) Other segment expenses (648,116 ) (609,223 ) Loss from operations (6,022,021 ) (3,085,817 ) Interest expense (102,703 ) (176,483 ) Rental income 38,200 68,200 Unrealized foreign exchange gains 582,034 - Gain from insurance claim 481,513 - Gain on disposal of property, plant and equipment 164,624 - Interest income 70,650 1,112 Other income 4,690 5,326 Loss before income tax (4,783,013 ) (3,187,662 ) Income tax - (112 ) Net loss $ (4,783,013 ) $ (3,187,774 )

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NOTE 17 - INCOME TAX For the years ended June 30, 2025, and 2024, the local (United States of America) and foreign components of loss before income taxes were comprised of the following: SCHEDULE OF LOCAL AND FOREIGN COMPONENTS OF LOSS BEFORE INCOME TAXES 2025 2024 Years ended June 30, 2025 2024 Tax jurisdiction from: - Local (US regime) $ (4,845,138 ) $ (2,444,654 ) - Foreign, including British Virgin Island 472,865 (160,538 ) Malaysia (398,431 ) (578,231 ) Labuan, Malaysia (12,309 ) (4,239 ) Tax jurisdiction foreign (12,309 ) (4,239 ) Loss before income taxes $ (4,783,013 ) $ (3,187,662 ) The provision for income taxes consisted of the following: SCHEDULE OF PROVISION FOR INCOME TAXES 2025 2024 Years ended June 30, 2025 2024 Current tax: $ - $ - - Local - - - Foreign - - Deferred tax - Local - - - Foreign - - Income tax expense (benefit) $ - $ - The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company mainly operates in U.S. and Malaysia that is subject to taxes in the jurisdictions in which they operate, as follows: United States of America VRDR, VRI, VerdePlus and VLI are subject to the tax laws of United States of America. The U.S. corporate income tax rate is 21 % effective January 1, 2018. The Companys policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or pai …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 14 - LEASES The Company adopted ASU No. 2016-02, Leases and determines whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if we obtain the rights to direct the use of and to obtain substantially all of the economic benefit from the use of the underlying asset. Some of our leases include both lease and non-lease components which are accounted for as a single lease component as the Company has elected the practical expedient. Some of the operating lease agreements include variable lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related to inflation. Substantially all of our equipment leases and some of our real estate leases have terms of less than one year and, as such, are accounted for as short-term leases as we have elected the practical expedient. Operating leases are included in the right-of-use lease assets, other current liabilities and long-term lease liabilities on the Consolidated Balance Sheet. Right-of-use assets and lease liabilities are recognized at each leases commencement date based on the present values of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, the incremental borrowing rate is used based on i …

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Recent Accounting Pronouncements During the year ended June 30, 2025, there have been no new, or existing, recently issued accounting pronouncements that are of significance, or potential significance, that impact the Companys consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires the disclosure of additional segment information. The key amendments include annual and interim disclosures of significant expenses and other segment items that are regularly provided to the chief operating decision maker and included within each reported measure of profit or loss, as well as any other key measure of performance used for segment management decisions. This ASU also requires disclosure of key profitability measures used in assessing performance and how to allocate resources. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this standard for the fiscal year beginning July 1, 2024 and this standard did not have a material impact on the Companys results of operations, cash flows, financial condition, or disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires disaggregated information about a reporting ent …

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NOTE 20 - PENSION COSTS The Company is required to make contribution to their employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in Malaysia. The Company is required to contribute a specified percentage of the participants relevant income based on their ages and wages level. During the years ended June 30, 2025, and 2024, $ 5,275 and $ 10,064 contributions were made accordingly. …

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NOTE 18 - RELATED PARTY TRANSACTIONS SCHEDULE OF RELATED PARTY TRANSACTIONS 2025 2024 For the Years ended June 30, 2025 2024 Related party transactions: Sales to: Borneo Eco Food Sdn Bhd (1) $ - $ 4,071 SB Resorts Sdn Bhd ( 2) $ - $ 25,441 Sales $ - $ 25,441 Rental income: Mr. Jack Wong (3) $ 30,000 $ 60,000 Rental income $ 30,000 $ 60,000 Professional services provided by: Warisan Khidmat Sdn Bhd (4) $ - $ 17,905 Professional services provided $ - $ 17,905 Interest expense paid to: BOC (5) $ 1,738 $ 13,536 Interest expense paid $ 1,738 $ 13,536 Rental expense paid to: SB Resorts Sdn Bhd (2) $ 3,431 $ 1,918 Rental expense paid $ 3,431 $ 1,918 Sale of property: Mr. Jack Wong (3) $ 857,500 $ - Sale of property $ 857,500 $ - Settlement of debts by issuance of Companys Common Stock BOC (2) $ 675,888 $ - Settlement of debts by issuance of companys common stock $ 675,888 $ - Related party balances (other than those disclosed in Note 12 and Note 13) SCHEDULE OF RELATED PARTY BALANCES 2025 2024 As of June 30, 2025 2024 Accounts payable Warisan Khidmat Sdn Bhd (4) $ - $ 1,484 Accounts payable $ - $ 1,484 (1) Borneo Oil Berhad (BOB) is ultimate holding company of Borneo Eco Food Sdn. Bhd., and held 13.4 % of the Companys issued and outstanding Common Stock as of June 30, 2025. (2) SB Resorts Sdn Bhd and Borneo Oil Corporation Sdn Bhd (BOC) are wholly owned subsidiaries of Borneo Oil Berhad (BOB) (holding 13.4 % of the Companys issued and outstanding Common Stock as of June 30, 2025). ( …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 3 - BUSINESS SEGMENT INFORMATION The Company applies the provisions of ASC Topic 280, Segment Reporting , which requires disclosure of information about operating segments based on how management organizes the Companys business activities for making operating decisions and assessing performance. The Companys Chief Executive Officer serves as the CODM. The CODM reviews consolidated financial information, including revenue, operating expenses and net income (loss), when evaluating performance and allocating resources. The CODM uses net income (loss) as the primary measure of performance and uses revenue as the primary measure for allocating resources. During the fiscal year ended June 30, 2025, the Company reassessed its segment reporting conclusions in accordance with ASC Topic 280 due to changes in how the business is managed and how information is reviewed by the CODM. Specifically, the Companys operations have become more integrated, with centralized decision-making, shared resources, and aligned strategic objectives across the organization. As a result, the CODM no longer reviews discrete financial information for separate components of the business and instead evaluates performance and allocates resources based on consolidated financial information for the Company as a single segment. Accordingly, the Company has determined that it operates as a single operating and reportable segment under ASC Topic 280. This conclusion reflects current-period facts and circumstance …

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes. Basis of Presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP). Use of Estimates and Assumptions The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the years presented. Significant accounting estimates reflected in the Companys consolidated financial statements include the useful lives of plant and equipment, impairment of long-lived assets (including intangible assets), allowance for expected credit losses, revenue recognition, share based compensation, deferred taxes and uncertain tax position. The inputs into the managements judgments and estimates consider the geopolitical tension, inflationary and high-interest rate environment and other macroeconomic factors on the Companys critical and significant accounting estimates. Actual results could differ from these estimat …

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NOTE 15 - STOCKHOLDERS EQUITY Authorized Stock The Company has authorized 10,000,000,000 Common shares and 50,000,000 preferred shares, both with a par value of $ 0.001 per share. Each Common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. Preferred stock outstanding There are no preferred shares outstanding as of June 30, 2025, and 2024. Common stock outstanding As of June 30, 2025 and 2024, the Company had received proceeds and entered into binding subscription agreements for 7,744,445 shares and 21,988,335 shares respectively, that were issued shortly after year-end due to administrative timing. The Company had no remaining substantive performance obligations, and the investors were irrevocably committed to the transactions as of the balance sheet date, with no conditions precedent remaining. These 7,744,445 shares as of June 30, 2025 were subsequently issued in July 2025, and 21,988,335 shares as of June 30, 2024 were subsequently issued in July 2024 and August 2024. Shares based awards represent unregistered securities and are subject to resale restrictions under Rule 144 of the Securities Act of 1933, as amended. Stock cancellations and re-issuances On September 8, 2023, the Company, through VRI, entered into a Service and Stock Cancellation Agreement with Steven Sorhus pursuant to the termination of his service resulting in the cancellation of 171,591 shares. The Service Agreemen …

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NOTE 23 - SUBSEQUENT EVENTS Share Issuances On July 1, 2025, the Company issued a total of 7,744,445 shares of Common Stock, comprising 4,444,445 shares of Common Stock for $ 400,000 at $ 0.09 per share to one non-U.S. shareholder and 3,300,000 shares of Common Stock for $ 264,000 at $ 0.08 per share to one non-U.S. shareholder and seven U.S. shareholders. On July 1, 2025, the Company issued the second tranche of 1,000,000 of the Companys shares of Common Stock to Dr. Raymond Powell as part of the compensation package in the NIE agreement. On July 28, 2025, the Company issued a total of 187,500 shares of Common Stock for $ 15,000 at $ 0.08 per share to one U.S. shareholder. On September 12, 2025, the Company issued a total of 5,412,500 shares of Common Stock for $ 433,000 at a price of $ 0.08 per share to three non-U.S. shareholders. Appointment of Director Effective July 3, 2025, by resolution of the Board, Dr. Raymond Powell was appointed as a member of the board of directors of the Company. Test Results In July 2025, Verde Resources Inc. received encouraging preliminary performance results from the National Center for Asphalt Technology (NCAT) regarding its Cold-Mix Biochar-Asphalt test section at NCATs Test Trackinstalled in December 2024. After approximately 50,000 equivalent single axle loads (ESALs) of heavy truck traffic, the asphalt surface remained flexible and demonstrated consistent durability, particularly under low-volume roadway conditions, as confirmed by NCAT …

SubsequentEventsTextBlock · excerpt; the full note is in the filing