UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, ~~2024~~2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [______] to [______]

Commission file number: 000-55276

VERDE RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Nevada		32-0457838
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)
8112 Maryland Ave, Suite 400, St. Louis, MO 63105		63105
8112 Maryland Ave, Suite 400, St. Louis, MO		63105
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (314) 530-9071

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(b)of the Act: Title of Each Class		Name of Each ExchangeOn Which Registered
N/A		N/A

Title of each class:		Trading Symbol(s):		Name of each exchange on which registered:
None		None		None

Securities registered pursuant to Section 12(g) of the Act: ~~Common Stock, $0.001 par value.~~

~~Indicate~~Common ~~by check mark if the registrant is a well-known seasoned issuer~~Stock, aspar ~~defined~~value in$0.001 ~~Rule~~per ~~405~~share (Title of ~~the Securities Act. Yes ☐ No ☒~~class)

Indicate by check mark if the registrant is ~~not~~a ~~required~~well-known toseasoned ~~file~~issuer, ~~reports~~as ~~pursuant~~defined toin ~~Section~~Rule 13405 ~~or Section 15(d)~~ of the Securities Act. ~~Yes ☒ No ☐~~

~~Indicate~~☐ by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. Yes ☒ No ☐No

Indicate by check mark ~~whether~~if the registrant ~~has~~is ~~submitted~~not ~~electronically and posted on its corporate Website, if any, every Interactive Data File~~ required to befile ~~submitted~~reports ~~and posted~~ pursuant to ~~Rule~~Section ~~405~~13 ofor ~~Regulation~~Section ~~S-T~~ 15(~~§232.405~~d) of ~~this chapter) during~~ the ~~preceding 12 months (or for such shorter period that the registration statement was required to submit and post such files)~~Act. ~~Yes ☒ No ☐~~

~~Indicate~~☐ by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☒ No

Indicate by check mark whether the registrant: is(1) ahas ~~large~~filed ~~accelerated~~all ~~filer,~~reports anrequired ~~accelerated~~to ~~filer,~~be afiled ~~non-accelerated~~by ~~filer,~~Section 13 or a15(d) ~~smaller~~of ~~reporting~~the ~~company.~~Securities ~~See~~Exchange ~~definition~~Act of ~~“large~~1934 ~~accelerated~~during ~~filer,”~~the ~~“accelerated~~preceding ~~filer”~~12 ~~and~~months ~~“smaller~~(or ~~reporting~~for ~~company”~~such inshorter ~~Rule~~period ~~12b-~~that the registrant was required to file such reports), and (2) ofhas been subject to such filing requirements for the ~~Exchange~~last ~~Act~~90 days.

~~Large~~☒ ~~accelerated filer~~ Yes ☐ ~~Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒ (Do not check if a smaller reporting company)~~No

Indicate by check mark whether the registrant ishas asubmitted ~~shell~~electronically ~~company~~every ~~(as~~Interactive ~~defined~~Data inFile required to be submitted pursuant to Rule ~~12b~~405 of Regulation S-2T (§ 232.405 of ~~the~~this ~~Act~~chapter). ~~Yes~~during ~~☐ No~~the ☒preceding 12 months (or for such shorter period that the registrant was required to submit such files).

~~The~~☒ ~~aggregate~~Yes ☐ market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold of $0.19 (or the average bid and asked price of such common equity) as of the last business day of the registrant’s most recently completed second fiscal quarter, being December 29, 2023, was $91,258,209.54.No

Indicate by check mark whether the ~~number~~registrant ofis ~~shares~~a ~~outstanding~~large ofaccelerated ~~each~~filer, ofan ~~the~~accelerated ~~registrant’s~~filer, ~~classes~~a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of ~~common~~“large ~~stock~~accelerated asfiler,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ~~latest~~Exchange ~~practicable date~~Act.

~~1,240,374,345~~Large asaccelerated offiler ~~September~~☐ ~~13,~~Accelerated ~~2024~~filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

☐ Yes ☒ No

The aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common equity was last sold on December 31, 2024, which is the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $142,952,618.38.

As of October 20, 2025, there were 1,269,280,891 shares of the registrant’s common stock, par value $0.001 per share (the “Common Stock”), outstanding

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business.	34
Item 1A.	Risk Factors.	1218
Item 1B.	Unresolved Staff Comments.	1526
Item 2.	Properties.	16
Item 1C.	Cyber Security	27
Item 3.	Legal Proceedings.	16
Item 2.	Properties.	27
Item 4.	Mine Safety Disclosures	16
Item 3.	Legal Proceedings.	27
Item 4.	Mine Safety Disclosures	27
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	1728
Item 6.	[Reserved]	1729
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	1830
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	2039
Item 8.	Financial Statements and Supplementary Data.	~~F-1~~40
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	2140
Item 9A.	Controls and Procedures.	2140
Item 9B.	Other Information.	2242
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections,	2242
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	2343
Item 11.	Executive Compensation.	2647
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	2950
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	3051
Item 14.	Principal Accounting Fees and Services.	3152
PART IV
Item 15.	Exhibits.	3253
	Signatures.	34
Item 16.	Form 10-K Summary	55
	Signatures.	56

Table of Contents

~~Part~~PART I

~~Cautionary~~CAUTIONARY ~~Note~~NOTE ~~Regarding~~ON ~~Forward~~FORWARD-~~Looking~~LOOKING ~~Statements~~STATMENTS

~~Except~~This ~~for~~Annual ~~historical~~Report ~~information,~~on ~~this~~Form ~~report contains forward~~10-~~looking~~K ~~statements within~~ (the ~~meaning~~“Annual ofReport”), ~~Section~~and ~~27A~~any ofdocuments ~~the~~we ~~Securities~~filed ~~Act~~as ofexhibits ~~1933~~to ~~and~~this ~~Section~~Annual ~~21E~~Report, ofcontain, ~~the~~or ~~Securities~~may ~~Exchange~~contain, ~~Act~~certain ~~of 1934. Such~~ “forward-looking statements” ~~involve~~within ~~risks~~the ~~and~~meaning ~~uncertainties,~~of ~~including,~~the ~~among~~Private ~~other~~Securities ~~things,~~Litigation ~~statements~~Reform ~~regarding~~Act ~~our~~of ~~business strategy, future revenues and anticipated costs and expenses~~1995. Such forward-looking statements ~~include,~~involve ~~among~~significant ~~others,~~risks ~~those~~and ~~statements~~uncertainties. ~~including~~All ~~the~~statements ~~words~~contained ~~“expects,”~~in ~~“anticipates,”~~this ~~“intends,”~~Annual ~~“believes”~~Report and ~~similar~~in ~~language.~~any ~~Our~~exhibits, ~~actual~~other ~~results~~than ~~may~~statements ~~differ~~of ~~significantly~~historical ~~from~~facts, ~~those~~are ~~projected in the~~ forward-looking statements. ~~Factors~~including ~~that~~statements ~~might~~regarding ~~cause~~our orstrategy, ~~contribute~~future tooperations, ~~such~~future ~~differences~~financial ~~include~~position, ~~but~~future ~~are~~revenue, ~~not~~projected ~~limited~~costs, toprospects, ~~those~~plans, ~~discussed~~objectives inof ~~the sections “Business~~management,” ~~“Risk~~assumed ~~Factors”~~market ~~and~~size ~~“Management’s Discussion~~ and ~~Analysis~~expected ofmarket ~~Financial~~growth. ~~Condition~~These ~~and~~statements ~~Results~~involve ofsignificant ~~Operations.”~~known ~~You~~and ~~should~~unknown ~~carefully review the~~ risks, ~~described~~uncertainties inand ~~this~~other ~~Annual~~important ~~Report~~factors onthat ~~Form~~may ~~10-K~~cause ~~and~~our inactual ~~other~~results, ~~documents~~performance weor ~~file~~achievements ~~from time~~ to ~~time~~be ~~with~~materially ~~the Securities~~ and ~~Exchange~~adversely ~~Commission.~~different ~~You~~from ~~are~~any ~~cautioned~~future ~~not to place undue reliance on the forward-looking statements~~results, ~~which~~performance ~~speak~~or ~~only~~achievements asexpressed ofor ~~the~~implied ~~date~~by ~~of this report. We undertake no obligation to publicly release any revisions to~~ the forward-looking statements ~~or reflect events or circumstances after the date of this document~~.

~~Although~~The wewords ~~believe~~“may,” ~~that~~“will,” ~~the~~“could,” ~~expectations~~“would,” ~~reflected~~“should,” in“believes,” ~~these~~“expects,” ~~forward-looking~~“anticipates,” ~~statements~~“aim,” ~~are~~“estimates,” ~~based~~“intends,” on“plans,” ~~reasonable~~“potential” ~~assumptions,~~and ~~there~~similar expressions are aintended ~~number~~to ofidentify ~~risks~~forward-looking ~~and~~statements, ~~uncertainties~~although ~~that~~not ~~could~~all ~~cause~~forward-looking ~~actual~~statements ~~results~~contain tothese ~~differ~~identifying ~~materially~~words. ~~from~~These ~~such~~ forward-looking statements. include, among other things, statements about:

~~All~~· ~~references~~Our inability ~~this~~to ~~Form~~establish ~~10-K~~and implement our business plan and begin to ~~the~~generate ~~“Company~~revenues,” ~~“Verde~~including through our licensing model strategy in conjunction with key commercial partners like Ergon; · Our expectations about the anticipated benefits of licensing model strategy and our relationship with Ergon; · the expected benefits of our proprietary road construction materials,” “including the cold mix biochar asphalt emulsifying agent we have licensed to Ergon for use in its products in North America; · our ability to effectively compete in our industry and execute on our business plan; · the impact of governmental laws and regulation,” ~~“us”~~and our ability to comply with new regulations and compliance requirements that affect our business; · our ability to effectively scale our operations in the United States and other regions, either on our own or “through third-party collaborators like Ergon and others; · our” ~~are~~ability to ~~Verde~~adequately ~~Resources~~market our products and services, ~~Inc.~~and to develop additional products and product offerings; · our ability to successfully expand our operations into foreign markets; · assumptions related to the size of the market for our products and solutions; · our future capital needs and our ability to raise additional capital; · our ability to expand our revenue streams beyond our licensing model; · difficulties with certain licensees or other third parties upon which we rely; · our ability to expand our technological capabilities;

~~Item~~· 1.our ~~Business~~ability to attract, develop, and retain capable key personnel; · our ability to protect our intellectual property or manage threats posed by breaches of security; and · other factors detailed under the section of this Annual Report entitled “Risk Factors.”

~~Overview~~3 Table of Contents

~~Verde~~These ~~Resources,~~forward-looking ~~Inc.~~statements (are only predictions and we may not actually achieve the ~~“We”~~plans, intentions or ~~“Company”~~expectations ordisclosed ~~“VRDR”)~~in ~~was~~our ~~incorporated~~forward-looking statements, so you should not place undue reliance on ~~April~~our 22forward-looking statements, ~~2010~~which speak only as of the date of this Annual Report or, in the ~~State~~case of ~~Nevada~~documents incorporated by reference, Uthe date of those documents.S Actual results or events could differ materially and adversely from the plans, intentions and expectations disclosed in the forward-looking statements we make.A We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. These forward-looking statements involve risks and uncertainties that are subject to change based on various factors (many of which are beyond our control). We have included important factors in the cautionary statements included in this Annual Report that could cause actual future results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

~~The~~You ~~Company~~should isread athis ~~leader~~Annual inReport ~~Net~~and ~~Zero~~the ~~road~~exhibits ~~construction~~hereto ~~and~~with ~~building~~the ~~materials,~~understanding ~~driving innovations~~ that ~~enhance~~our ~~sustainability~~actual ~~and~~future ~~advance~~results ~~environmental~~may ~~stewardship.~~be Bymaterially ~~integrating~~different ~~biochar,~~from awhat ~~highly~~we ~~effective~~expect. ~~carbon~~All ~~sequester~~subsequent ~~and~~written ~~performance~~or ~~enhancer,~~oral ~~the~~forward-looking ~~Company~~statements ~~facilitates~~attributable ~~the industry’s seamless Transition~~ to ~~Zero.~~us ~~This~~or ~~approach~~any ~~reduces~~person ~~GHG~~acting ~~emissions,~~on ~~optimizes~~our ~~the~~behalf ~~use~~are ofexpressly ~~native~~qualified ~~soils~~in ~~and~~their ~~recycled~~entirety ~~materials,~~by ~~speeds~~the ~~installation,~~cautionary ~~and~~statements ~~improves~~contained ~~efficiency~~or ~~while~~referred ~~cutting~~to ~~costs. Since 2021, the Company’s BioFraction™ facility~~ in ~~Borneo~~this ~~has~~section. ~~been~~We ~~converting~~do ~~palm~~not ~~waste~~undertake ~~into~~any ~~biochar~~obligation ~~and~~to ~~other~~release ~~sustainable~~publicly ~~byproducts.~~any ~~Although~~revisions ~~operations~~to inthese ~~Borneo,~~forward-looking ~~Malaysia,~~statements ~~experienced~~to areflect ~~temporary~~events ~~slowdown~~or ~~during~~circumstances after the ~~financial~~date ~~year,~~of this isAnnual ~~due~~Report or to reflect the ~~strategic~~occurrence ~~focus~~of onunanticipated aevents, ~~test~~except ~~track~~as ~~partnership~~may ~~between~~be ~~its~~required ~~US-based~~under ~~subsidiary,~~applicable ~~Verde~~U.S. ~~Renewables~~securities ~~Inc~~law., ~~and~~If ~~the~~we ~~National~~do ~~Center~~update ~~for~~one ~~Asphalt~~or ~~Technology~~more ~~(NCAT).~~forward-looking ~~This~~statements, ~~partnership~~no isinference ~~rigorously~~should ~~testing~~be ~~the~~drawn ~~Company’s~~that ~~innovative~~we ~~Biochar-Asphalt~~will ~~technology,~~make ~~which~~additional ~~promises~~updates ~~superior~~with ~~performance,~~respect ~~environmental~~to ~~sustainability,~~those ~~and~~or ~~the~~other ~~generation~~forward-looking ~~of Carbon Removal and Avoidance Credits~~statements.

~~Once~~Unless ~~this groundbreaking, eco-friendly solution is certified at~~ the ~~highest~~context ~~industry~~requires ~~standards~~otherwise, ~~the~~references ~~same blueprint will be introduced~~ in ~~Malaysia.~~this ~~Ongoing~~Annual ~~discussions~~Report ~~with~~to ~~PLUS~~“we,” ~~Malaysia~~“us,” ~~the country’s largest highway operator~~“our,” ~~signal a growing demand for biochar in~~ the ~~region. This demand~~“Company,” ~~coupled with the certification~~“Verde,” ~~will~~or ~~enable~~similar ~~the~~terminology ~~BioFraction™~~refer ~~plant~~ to ~~secure~~Verde ~~a captive client~~Resources, ~~ensuring the resumption of normal operations in Malaysia with the potential for significant scale-up over time~~Inc.

~~The~~ITEM Company has undergone a restructuring exercise to shift its focus towards renewable energy and sustainable development with the world faced with challenges of climate change and environmental dehydration1. ~~The Company has announced the disposition of the mining business through the sale of the entire issued and paid-up share capital of Champmark Sdn Bhd (“CSB”) on March 13, 2023~~Business. The disposition of CSB was completed on April 20, 2023. The Company has discontinued its distribution of THC-free cannabinoid (CBD) products following the expiration of its supply agreement with MRX Xtractors, LLC on July 6, 2024. In line with this transition, the Company has made a strategic decision to fully divest from the Cannabis and CBD industry, similar to its previous divestment from mining operations in Malaysia, to concentrate solely on advancing its sustainability agenda.

The Company conducts business operations in La Belle, Missouri, U.S.A., through Verde Renewables, Inc. (“VRI”), a company incorporated in the State of Missouri, U.S.A., and an indirect wholly-owned subsidiary Verde Estates, LLC (“VEL”), a Missouri limited liability company.Overview

~~Puro.earth,~~We ~~the~~are ~~crediting~~a ~~platform~~road ~~for~~construction ~~durable~~and ~~carbon~~building ~~removal~~materials company offering proprietary, ~~has~~environmentally ~~officially~~sustainable ~~registered~~materials ~~the~~and ~~Company~~seeking asto aredefine ~~Carbon~~our ~~Removal~~industry ~~Credit~~with ~~supplier~~a asclear ~~part~~mission: ofenabling ~~its~~the ~~Accelerate~~“Transition ~~program~~to Zero.” Our ~~This~~proprietary ~~partnership~~product ~~was~~BioAsphalt™ ~~formalized~~incorporates ~~through~~biochar, a ~~platform~~powerful ~~agreement~~carbon ~~signed~~sequestering inmaterial, ~~April~~into ~~2023~~infrastructure with the goal of reducing emissions, improving performance, and lowering overall costs. ~~The~~We ~~Company’s~~also ~~endeavors~~offer ~~are~~a ~~poised~~licensed toproprietary ~~unlock~~cold ~~revenue~~mix ~~opportunities~~biochar byasphalt ~~generating~~emulsifying ~~Carbon~~agent, ~~Removal~~which ~~Credits~~we ~~(CORCs)~~call “Verde V24”. Further, ~~This~~we ~~critical~~expect ~~step~~to ~~incentivizes~~generate ~~the~~revenues ~~broader~~from ~~adoption~~the ofgeneration ~~climate~~by ~~technologies~~our products, and ~~enables~~our ~~the~~subsequent ~~Company~~sale, toof ~~supply~~carbon ~~these~~removal credits. toWe ~~companies~~believe ~~seeking~~our toproprietary ~~offset~~products, ~~their~~know-how ~~carbon~~and ~~footprint~~business inplan ~~pursuit~~place us at the forefront of ~~net-zero~~sustainable ~~objectives.~~innovation ~~Simultaneously,~~in ~~this~~the ~~approach~~construction ~~creates~~and building materials sector, an ~~additional~~industry ~~and~~we ~~substantial~~believe ~~revenue~~is ~~stream~~long overdue for ~~the Company~~transformation.

~~The~~Our ~~following~~strategic ~~diagram~~roadmap ~~illustrates~~for ~~our~~achieving ~~current~~net-zero ~~corporate~~emissions—what ~~structure~~we call the Verde Net Zero Blueprint—has achieved the following significant milestones:

3 Table of Contents

	·	The issuance to our company in April 2025 of the world’s first carbon removal credit from asphalt production and application, certified by Puro.earth, the leading global registry for engineered carbon removal.

	·	Technological validation of our BioAsphalt™ by the National Center for Asphalt Technology (NCAT), including receipt of preliminary performance results from NCAT in July 2025 that demonstrated consistent durability, particularly under low-volume roadway conditions. Most recently, in September 2025, NCAT’s latest evaluation of our cold recycling mix using 100% reclaimed asphalt pavement (“RAP”) from laboratory testing demonstrated that our cold-recycled mix not only meets but exceeds industry specifications for cold-recycled asphalt. These results showed superior cohesion, high tensile strength ratio (“TSR”), and retained stability compared to standard cold mix benchmarks, validating its strength, durability, and moisture resistance.

~~Corporate~~Our ~~History~~Verde ~~and~~Net ~~Structure~~Zero Blueprint is comprised of our portfolio of validated technologies that enable the production of sustainable infrastructure materials with the integrated ability to generate certified carbon removal credits. This positions carbon sequestration not just as an environmental co-benefit, but as a monetizable feature embedded in our business plan.

~~Verde~~4 ~~Resources,~~Table ~~Inc. was incorporated on April 22, 2010, in the State~~ of ~~Nevada, U.S.A.~~Contents

~~The~~As ~~following~~the ~~persons~~rise ~~were~~of ~~appointed~~artificial tointelligence ~~serve~~accelerates asdata ~~Directors~~center ~~and~~energy toconsumption, ~~assume~~which ~~the~~is ~~responsibilities~~now ofprojected ~~officers,~~to onaccount ~~October~~for ~~17,~~a ~~2013:~~growing ~~Mr.~~share Wuof ~~Ming~~global ~~Ding~~electricity use, asenterprises ~~President~~worldwide ~~and~~are ~~Director;~~facing ~~Mr.~~increasing ~~Balakrishnan~~pressure Bto Soffset ~~Muthu~~their ascarbon ~~Treasurer,~~footprints. ~~Chief~~This ~~Financial~~is ~~Officer,~~driving ~~General~~up ~~Manager~~demand ~~and~~for ~~Director;~~high-integrity, ~~and~~verifiable ~~Mr.~~carbon ~~Liang Wai Keen as Secretary~~credits.

OnOur ~~October~~model ~~25,~~presents ~~2013,~~a wenovel ~~entered~~combination ~~into~~of aninfrastructure ~~Assignment~~performance ~~Agreement~~with ~~for~~measurable ~~the~~climate ~~Assignment~~impact, ofestablishing ~~Management~~us ~~Right~~as ina ~~Merapoh~~first ~~Gold~~mover ~~Mines~~ in ~~Malaysia~~scalable ~~(“Assignment~~Net ~~Agreement”)~~Zero ~~with~~solutions, ~~Federal~~which ~~Mining~~we ~~Resources~~believe ~~Limited~~positions ~~(“FMR”),~~us awell ~~company~~to ~~incorporated~~meet ~~under~~ the ~~laws~~demands of ~~the~~a ~~British~~rapidly ~~Virgin~~decarbonizing, ~~Islands~~carbon-constrained economy.

~~FMR~~With ~~owned~~key ~~85%~~third-party ~~equity~~validations ~~interest~~from groups such as NCAT and Puro.earth in ~~CSB~~place, awe ~~private~~are ~~limited~~now ~~liability~~focused ~~company~~on ~~incorporated~~commercializing our solutions in ~~Malaysia~~the United States, our most strategic market. ~~CSB~~To isthis ~~the~~end, ~~Mining~~we ~~Contractor~~recently entered into an exclusive licensing agreement with Ergon Asphalt & Emulsions, Inc. (“Ergon”), an industry leader in asphalt innovation and supply and one of the ~~Mining~~largest ~~Lease~~liquid ~~for~~asphalt ~~Site~~and ~~IV-1~~emulsion atmarketers in North America, for the ~~Merapoh~~production ~~Gold~~of ~~Mine~~asphalt ~~under~~surface ~~the~~course ~~Contract~~material ~~for~~containing ~~Work~~our ~~with~~proprietary ~~MMC~~solution ~~Corporation~~across ~~Berhad~~North America. As our domestic operations scale through Ergon, we plan to license the ~~Permit~~Verde ~~Holder~~Net ofZero Blueprint globally, targeting infrastructure and materials companies in countries aligned with the ~~Mining~~Paris ~~Lease~~Climate Agreement and pursuing Net Zero by 2050.

~~Under~~To ~~the~~fully ~~terms~~focus ofon ~~the~~this ~~Assignment Agreement~~transition, ~~FMR~~we ~~had~~have ~~assigned~~exited ~~its~~all ~~management rights~~ of ~~CSB~~our company’s ~~mining~~legacy ~~operation~~business inlines ~~the~~unrelated ~~Mining Lease~~ to ~~the~~sustainable ~~Company,~~infrastructure ~~through its wholly-owned subsidiary Verde Resources Asia Pacific Limited (“VRAP”) in exchange for 80~~technologies,~~000,000~~ ~~shares of the Company’s Common stock, which constituted 95.26% of our issued and outstanding capital stock as of and immediately after the consummation of the acquisition.~~including:

VRAP was formed on February 7, 2013, by the Board of Directors of FMR to monitor the CSB operation. The acquisition of 100% of the issued and outstanding capital stock of VRAP was agreed upon on October 18, 2013, and completed on October 25, 2013, subject to the approval of the Board of Directors and the audit of VRAP.

	·	The sale of our Malaysian mining subsidiary Champmark Sdn Bhd (“CSB”), which was completed on April 20, 2023; and

	·	The discontinuation of our CBD business following the expiration of our supply agreement with MRX Xtractors, LLC on July 6, 2024.

~~Pursuant~~We plan to ~~the~~expand ~~Assignment~~operations ~~Agreement,~~ and agenerate ~~Supplementary~~and ~~Agreement~~grow ~~dated~~revenue ~~February~~over ~~17, 2014, on further clarifications to~~ the ~~Assignment~~next ~~Agreement~~twelve ~~signed~~(12) bymonths ~~the~~primarily ~~Company~~through ~~with~~marketing ~~FMR, the 100% interest of FMR in VRAP was transferred to VRDR at a consideration of One~~ and ~~no/100~~selling ~~Dollar~~our ~~($1.00).~~proprietary ~~This~~road ~~transaction~~technologies ~~was~~through ~~recorded~~Ergon asexclusively ~~a reverse acquisition~~ in ~~accordance~~North ~~with ASC 805-40 “Reverse Acquisitions”. The legal parent was VRDR~~America, ~~which~~with ~~was~~an ~~the~~initial ~~accounting~~focus ~~acquiree,~~on ~~while VRAP was~~ the ~~accounting~~United ~~acquirer~~States. ~~There~~Production ~~was~~planning ~~a 15% non-controlling interest~~ of ~~CSB~~our ~~after~~materials ~~the~~has ~~acquisition.~~already ~~This~~commenced, ~~transaction~~with ~~was~~distribution ~~accounted~~anticipated ~~for~~to asoccur athrough ~~recapitalization~~the ~~effected~~Ergon’s byestablished asales ~~share exchange~~channels, ~~wherein~~reaching ~~VRAP~~asphalt ~~with~~mixing ~~its~~plants ~~85%~~across ~~deemed~~the ~~subsidiary~~United ~~CSB~~States, ~~was~~Canada ~~considered~~and ~~the~~Mexico ~~acquirer~~ for ~~accounting~~blending and ~~financial reporting purposes~~placement. ~~The~~Embedding ~~assets~~our ~~and~~technology ~~liabilities~~into ofErgon’s ~~the~~nationwide ~~acquired~~business ~~entity~~footprint ~~have~~would ~~been~~enable ~~brought~~immediate ~~forward~~scalability ~~at their book value~~ and nonear-term ~~goodwill~~revenue ~~has been recognized~~generation.

~~Prior~~We tobelieve ~~the~~our ~~acquisition~~asset oflight ~~VRAP,~~business onmodel ~~July~~enables 1,scalable ~~2013,~~growth ~~FMR~~while ~~had~~minimizing ~~assigned~~capital ~~its rights and obligations pursuant to its 85% interest in CSB to VRAP. According to ASC 810-05-08 A~~intensity, ~~CSB~~creating isrecurring arevenue ~~deemed~~streams ~~subsidiary~~through ~~of VRAP because due to the assignment~~licensing, ~~VRAP had gained control of the Board of Directors of CSB~~sales, ~~VRAP’s rights to receive future benefits and residual value~~royalties, ~~and~~carbon ~~VRAP’s obligation to absorb losses and provide financing for CSB. VRAP had the power to direct the activities of CSB that most significantly impact CSB’s economic performance~~monetization, and ~~the~~strategic ~~obligation to absorb losses or receive benefits of CSB that could potentially be significant to CSB~~partnerships. ~~Accordingly,~~We ~~VRAP~~operate ~~was~~through ~~the~~our primary ~~beneficiary of CSB~~U.S. ~~Under 810-23-42~~subsidiary, ~~43,~~Verde ~~it was determined that CSB was de-facto agent and VRAP~~Renewables, ~~the principal~~Inc., ~~and~~headquartered ~~consequently,~~in ~~CSB~~St. ~~was considered as a deemed subsidiary of VRAP beginning July 1~~Louis, ~~2013~~Missouri.

~~With~~Our ~~the~~Services ~~above transactions, VRAP became a wholly-owned subsidiary of the Company~~ and ~~CSB, its 85% deemed indirect subsidiary.~~Products

OnOur ~~April~~business 1,model ~~2014,~~includes ~~the~~two ~~Board~~core ofproprietary ~~Directors~~technologies ofthat ~~VRAP~~form ~~notified FMR of~~ the ~~decision~~foundation ~~to exercise its option to purchase an 85% equity interest~~ of ~~CSB~~our ~~pursuant~~carbon-integrated toroad Section 3.2.4 of the Management Agreement dated July 1, 2013, between VRAP and FMR. This acquisition was completed on April 1, 2014, with consideration of $1, and VRAP then became an 85% shareholder of CSB.system:

~~Effective~~Cold ~~February~~Mix 20Biochar Asphalt. We currently maintain proprietary rights to the key technology we use, ~~2016~~Verde V24, Mrwhich is used in our cold mix biochar asphalt mix design. WuOur ~~Ming~~cold ~~Ding~~mix ~~resigned~~asphalt ~~from~~is ~~his~~a ~~positions~~surface ascourse ~~President~~engineered ~~and~~with ~~Director~~biochar, a stable form of ~~the~~carbon ~~Company~~derived from organic waste, and formulated with ~~Mr.~~a ~~Balakrishnan~~proprietary Bemulsifying Sagent, ~~Muthu~~Verde ~~being~~V24, ~~appointed~~that ~~President~~enables tothe ~~fill~~creation of a specialized emulsion, facilitating a strong bond between the ~~vacancy~~carbon ~~created~~and aggregate. ~~Effective~~Unlike ~~February~~traditional ~~20,~~hot ~~2016~~mix asphalt, ~~Mr.~~which ~~Chen~~requires ~~Ching~~high ~~was~~temperatures ~~appointed~~and ~~Director~~generates ofsignificant ~~the~~greenhouse ~~Company~~gas emissions during production and ~~the~~application, ~~entire~~our ~~Board~~solution ofis ~~Directors~~applied ~~then~~at ~~consisted~~ambient oftemperature Mrand activated with water, eliminating the need for heat or solvents. ~~Balakrishnan~~It Bis Sdurable, ~~Muthu~~cost-effective, and ~~Mr.~~suitable ~~Chen~~for ~~Ching~~year-round use, including in cold-weather climates.

~~Effective~~The ~~February~~material 2has been independently validated, ~~2018~~including through trials at the NCAT, ~~our~~confirming ~~Articles~~its ofperformance ~~Incorporation~~under ~~were~~real-world ~~amended~~conditions. toIn ~~increase~~July ~~the~~2025, ~~authorized~~we ~~shares~~received ofencouraging ~~the~~preliminary ~~Company~~performance results from ~~250~~NCAT. After approximately 50,000~~,000~~ ~~shares~~equivalent single-axle loads of ~~Common~~heavy ~~stock~~truck totraffic, 10the asphalt surface remained flexible and demonstrated consistent durability,~~000,000,000~~ ~~shares~~particularly ofunder ~~Common~~low-volume ~~stock~~roadway conditions. AImportantly, ~~copy~~it ofis the ~~Certificate~~first ofcarbon-sequestering ~~Amendment~~asphalt ~~was~~surface ~~filed~~course ~~with~~to ~~the~~maintain ~~Nevada~~competitive ~~Secretary~~strength ofand ~~State.~~flexibility ~~The~~for ~~Form~~road ~~8-K~~applications ~~announcing~~and to enable the ~~increase~~issuance of ~~the~~verified ~~authorized~~carbon ~~shares~~removal ofcredits, ~~the~~positioning ~~Company~~it ~~was~~as ~~filed~~a ~~with~~breakthrough ~~SEC~~in onboth ~~February~~sustainable 6,infrastructure ~~2018~~and climate mitigation.

~~Effective~~In ~~March~~September 312025, ~~2021,~~NCAT’s ~~Mr.~~latest ~~Carl~~evaluation M.of ~~Craven~~Verde’s ~~was~~cold ~~appointed~~recycling ~~Director~~mix ofusing ~~the~~100% ~~Company,~~reclaimed ~~and~~asphalt ~~the~~pavement ~~entire~~(“RAP”) ~~Board~~further ofvalidated ~~Directors~~the ~~then~~testing ~~consisted~~results of Mrour proprietary formulation. ~~Balakrishnan~~Laboratory Btesting Sconducted ~~Muthu~~in accordance with ASTM D6927 (Marshall Stability and Flow), ~~Mr.~~ASTM ~~Chen~~D6931 ~~Ching~~(Indirect Tensile Strength), and ~~Mr.~~AASHTO ~~Carl~~T283 M.(Moisture ~~Craven.~~Susceptibility) ~~The~~demonstrated ~~Form~~that 8Verde’s cold-Krecycled ~~announcing~~mix ~~the~~not ~~change~~only inmeets ~~officers~~but exceeds industry specifications for cold-recycled asphalt. Results showed superior cohesion, high tensile strength ratio (“TSR”), and ~~directors~~retained ~~were~~stability ~~filed~~compared ~~with~~to ~~SEC~~standard oncold ~~April~~mix 1benchmarks, ~~2021~~validating its strength, durability, and moisture resistance.

~~On May 10~~Together, ~~2021,~~we ~~the~~believe ~~Company~~these ~~announced~~findings ~~the~~reinforce ~~Sale and Purchase Agreement (~~the ~~“S&P~~scalability ~~Agreement”) to acquire the assets of biofraction plant~~ and ~~the~~commercial ~~right~~readiness ~~to use intellectual property license in Sabah, Malaysia from Borneo Energy Sdn Bhd, in consideration~~ of ~~issuance~~our ofcold ~~166,666,667~~mix ~~share~~biochar ofasphalt ~~the~~as ~~Company’s~~a ~~stock at $0.03 per share~~next-generation, ~~valued~~carbon-sequestering atpavement $5solution,~~000,000.~~ ~~135,666,667~~offering ~~shares~~a ~~and~~credible ~~31,000,000 shares were issued on May 10, 2021,~~ and ~~July~~practical 1,alternative ~~2021, respectively. The completion of the S&P Agreement is subject~~ to ~~all~~conventional ~~such~~road ~~acts~~construction ~~necessary,~~materials ~~including but not limited to due diligence exercise to ascertain the valuation of the assets of the biofraction plant~~ and ~~the~~application ~~right to use the licensed intellectual property in Sabah, Malaysia~~methods. ~~The acquisition from Borneo Energy Sdn Bhd the assets of its biofraction plant and the right to use its intellectual property license in Sabah, Malaysia was completed on February 24, 2023.~~

4TerraZyme ~~Table~~Enzyme-Based Soil Stabilization. TerraZyme is a proprietary enzyme-based catalyst engineered to improve the strength, durability, and moisture resistance of ~~Contents~~native soils, serving as a sustainable alternative for road base preparation, subgrade stabilization, and erosion control. The enzyme works by catalyzing a natural reaction in clay-bearing soils, breaking down organic material and rearranging soil particles into a more tightly bonded structure. This reaction reduces permeability, minimizes swelling, and significantly enhances load-bearing capacity without the need for imported aggregates or traditional binders.

~~The~~Conventional ~~Company~~stabilization ~~also~~methods ~~announced~~typically ~~the~~rely ~~Share Sale Agreement~~ on ~~May 12~~cement, ~~2021~~lime, ~~for~~or the acquisition of the entire issued and paid-up share capital of Bio Resources Limited (“BRL”) from various unrelated third parties, Taipan International Limited, The Wision Project Limited, and other ~~individuals,~~chemical ~~in consideration of issuance of 321~~additives,~~500,000~~ ~~shares~~which ofare ~~the~~not ~~Company’s~~only ~~restricted~~costly ~~common stock at $0.03 per share, valued at $9,645,000,~~ and ~~the~~labor-intensive ~~issuance~~but ofalso ~~promissory notes with two~~carbon-~~year~~intensive ~~term~~in ~~period~~both ~~with~~production ~~a principal amount of $20,355,000. 321,500,000 shares were issued on May 12, 2021,~~ and ~~the promissory notes were issued on May 12, 2021~~application. ~~The~~By ~~face value (principal) amount of $20~~contrast,~~355,000~~ isTerraZyme ~~repayable by May 12, 2023, and bearing zero coupon interest. The promissory note~~ is ~~priced at $16,290,550 considering the current market interest rate. On January 20, 2022, the Company reached~~ a ~~mutual agreement with the Lenders of the Notes to enter into a Supplement to Promissory Note~~low-emission, ~~with each Lender~~cost-effective, to convert the total principal loan amount of $20,355,000 into shares of the Company’s restricted Common Stock priced at $0.0611 per share, which represents the last ninety (90) days’ volume weighted average price (VWAP) as of the market closing of January 19, 2022. The Company and ~~the~~rapidly ~~Lenders~~deployable ~~further~~solution ~~agreed~~ that ~~the~~requires ~~actual~~less ~~date~~equipment ~~for the allotment~~ and ~~issue~~labor ofwhile ~~new~~delivering ~~shares~~superior oflong-term ~~the~~performance ~~Company’s~~and ~~restricted~~carbon ~~common~~reduction. ~~stock~~Its ~~shall~~liquid beform ~~confirmed~~allows infor aeasy ~~subsequent~~on-site ~~written~~mixing ~~agreement. The~~with ~~acquisition~~water ofand ~~BRL~~application ~~was~~using ~~consummated~~standard onequipment, ~~October~~followed ~~12,~~by ~~2022~~compaction.

OnTerraZyme ~~June~~is 9,also ~~2021,~~well-suited ~~the~~for ~~Company~~rural ~~entered~~or ~~into~~remote ~~a Settlement of Debt Agreement (the “Debt Settlement Agreement”) with the Company’s creditors Beijing Changxin Wanlin Technology Co.~~areas, ~~Ltd,~~resource-constrained ~~Federal Mining Resources Ltd~~regions, ~~Federal~~or ~~Capital~~developing ~~Investment~~markets ~~Limited~~where ~~and~~access ~~Yorkshire Capital Limited (collectively the “Creditors”)~~ to ~~convert~~aggregates ais ~~total~~limited ofor ~~USD~~prohibitively ~~1,945,096~~expensive. ofIt ~~the~~is ~~Company’s accounts payable to the Creditors into equity by increasing the share capital by means of~~ a ~~subscription~~key ~~for~~component ~~64,836,533 new restricted shares~~ of ~~the~~our ~~Company’s~~broader ~~common~~mission ~~stock at a subscription price of $0.03 per share. As set out in the Debt Settlement Agreements, the new restricted shares for settlement of the account payable~~ to ~~Beijing~~deliver ~~Changxin~~climate-smart ~~Wanlin~~infrastructure ~~Technology~~solutions Coworldwide.~~, Ltd, Federal Mining Resources Ltd and Federal Capital Investment Limited were issued to their nominee Internet.com Ltd on June 9, 2021.~~

OnWe ~~June~~currently ~~11,~~have ~~2021,~~access ~~VRAP~~to ~~entered~~the ~~into~~TerraZyme aenzume ~~Sale~~through ~~and~~a ~~Purchase~~Memorandum of ~~Assets~~Understanding ~~Agreement~~ (the “~~SPA~~NPI ~~Agreement~~MOU”) towith ~~purchase~~Nature aPlus ~~factory~~Inc. ~~site from a Malaysian company, Segama Ventures Sdn Bhd~~ (“~~Segama Ventures”~~NPI), anwhich ~~unrelated~~is ~~third~~effective ~~party,~~until inDecember ~~order to expand the Company’s biofraction plant in Malaysia~~2026. ~~Under~~We ~~the~~are ~~terms~~currently ~~of the SPA Agreement, the acquisition is satisfied by cash payment of $1,600,000~~ in ~~two~~negotiations ~~instalments~~with ofNPI ~~$800,000~~for each, one payment upon signing the SPA Agreement, and the second payment within three (3) months from the date of the SPA Agreement. A deposit of $800,000 was paid to Segama Ventures on June 10, 2021. On March 2, 2022, however, VRAP entered into a ~~Cancellation~~definitive ofagreement ~~Sale~~that ~~and~~would ~~Purchase~~contain ofan ~~Assets~~exclusive ~~Agreement~~worldwide ~~(“Cancellation~~license ~~Agreement”)~~ for ~~the cancellation of the Sale and Purchase of Assets Agreement to purchase the factory site from Segama Ventures that was signed on June 11, 2021~~TerraZyme.

~~Simultaneously,~~Anticipated onPlans ~~March 2, 2022, the Company, through VRAP, entered into a Commercial Lease Agreement~~ and Option to Purchase (“Lease Agreement”) for renting the factory site from Segama Ventures for a lease term of seven (7) years (“Lease Term”) at a monthly rental of MYR 36,000 ($8,571). The rental for the entire Lease Term amounts to the sum of MYR 3,024,000 ($720,000) (the “Lease Payment”) which shall be paid in advance upon commencement of the Lease Agreement together with a payment of security deposit for the sum of MYR 336,000 ($80,000) (the “Security Payment”). The refundable advance of $800,000 from the Cancellation Agreement above was utilized against the security deposit and payment of the advance rental. The Lease Agreement also provides VRAP with an exclusive right and option to purchase the factory site together with all its right title and interest for a consideration of MYR 8,000,000 ($1,904,762) (the “Purchase Price”) or subject to a valuation report on the factory site by a Malaysian registered property valuer at any time during the period of two years from the date of the Lease Agreement. The Lease Payment and Security Payment shall be applied toward the Purchase Price upon VRAP exercising the option to purchase. The option to purchase was not exercised and lapsed on March 1, 2024.Expenditures

On● ~~June~~October ~~18,~~2025 ~~2021,~~– ~~VRAP~~March ~~entered~~2026: ~~into~~Following athe ~~Shares~~October ~~Sale~~2025 ~~Agreement~~execution of our definitive licensing agreement with ~~Lamax~~Ergon ~~Gold~~for ~~Limited~~North ~~(“LGL”)~~America, awe ~~company~~are ~~incorporated~~moving ~~under~~forward ~~the~~with ~~laws~~initial ofmarketing, ~~the~~technology ~~British~~transfer, ~~Virgin~~and ~~Islands,~~initial inproduction ~~relation~~ramp-up. to● ~~acquisition~~April of2026 ~~the~~– ~~remaining~~September ~~15%~~2026: ofAs ~~the~~described ~~issued~~further ~~and~~below, ~~paid-up~~our ~~share~~initial ~~capital~~“go to market” period with Ergon lasts until the end of ~~CSB~~2026. ~~Prior~~During to this ~~acquisition~~time, ~~VRAP~~we ~~owned~~will ~~85%~~look ~~equity~~to inestablish ~~CSB.~~nationwide ~~Under~~distribution ~~the~~and ~~terms~~deployment ofacross ~~the~~multiple ~~Shares~~asphalt ~~Sale Agreement~~plants, ~~the~~with ~~consideration~~early ~~for~~sales-based ~~the~~revenues ~~acquisition~~expected. ~~shall~~● beOctober ~~satisfied~~2026 in– ~~full~~December by2026: ~~the~~Initiation ~~payment~~ of ~~Malaysia~~discussions ~~Ringgit~~regarding ~~MYR~~minimum ~~150,000~~quantities ~~(approximately~~with ~~$36,130)~~Ergon ~~upon~~for ~~the~~2027. ~~execution~~● ofExpenditures: ~~the~~Minimal ~~Shares~~business-related ~~Sale~~capital ~~Agreement. A~~outlays ~~deposit of~~are ~~MYR~~anticipated ~~150,000~~for ~~(approximately~~our ~~$36~~company over the next twelve months,~~130)~~ ~~was~~as ~~paid~~Ergon’s toexisting ~~LGL~~infrastructure onwill ~~June~~support ~~21,~~production ~~2021~~and distribution. ~~With~~Costs ~~the~~will ~~completion~~primarily involve purchases of ~~the~~Verde ~~acquisition~~V24 onfrom ~~October~~our 20Verde V24 licensor,~~2021,~~ ~~CSB~~C-Twelve ~~became~~Pty aLtd., ~~wholly~~an ~~owned~~Australian ~~subsidiary~~company of(“C-Twelve”), ~~VRAP~~biochar procurement, ~~and~~technology ~~indirectly~~integration, ofcompliance, ~~the~~and ~~Company~~monitoring. ~~The~~However, ~~Company~~we ~~had~~will ~~announced~~also ~~the~~be ~~disposition~~required ofto ~~the~~fund ~~mining~~$3 ~~business~~million ~~through~~to C-Twelve by the ~~sale~~end of ~~the~~July ~~entire~~2026 ~~issued~~as a loan ($2 million) and ~~paid-up~~as ~~share~~a ~~capital~~license offee ~~CSB~~($1 onmillion) ~~March~~under ~~13,~~our ~~2023.~~Joint ~~The~~Development ~~disposition~~Agreement ofwith ~~CSB~~C-Twelve, ~~was~~as ~~completed~~described onunder ~~April~~“Intellectual ~~20,~~Property” ~~2023~~below.

OnErgon July 7, 2021, the Company through its wholly-owned subsidiary VRAP entered into a Product Supply Agreement (the “Product Supply Agreement”) with MRX Xtractors, LLC (“MRX”), an Oregon limited liability company. MRX is a market leader in commercial extraction systems for cannabis and hemp. The Product Supply Agreement is a partnership between VRAP and MRX to establish a purchase and supply arrangement that allows VRAP to distribute white-label THC-free CBD products from MRX. The Product Supply Agreement expired on July 6, 2024.License

On ~~August~~October 10, ~~2021~~2025, weVerde ~~formed~~Renewables, aInc. (“Verde Renewables”), our wholly owned subsidiary, ~~Verde~~entered ~~Renewables,~~into ~~Inc.,~~a ~~for~~license agreement with Ergon (the ~~purpose~~“Ergon ofLicense”), ~~conducting~~pursuant ~~business~~to inwhich ~~Missouri~~we ~~(using~~have ~~straw~~granted ~~bed~~Ergon ~~and~~an ~~wood~~exclusive, ~~waste~~non-transferable license to ~~create~~use, ~~biochar~~manufacture, commercialize, market, sell and ~~related~~distribute ~~products).~~any ~~Another~~product ~~entity,~~that ~~Verde~~contains ~~Estates,~~or ~~LLC,~~is ~~was~~manufactured ~~also~~or formed onby ~~August~~Ergon ~~10,~~using ~~2021~~our proprietary Verde V24 cold mix biochar asphalt emulsifying agent in the United States (including its territories), toCanada ~~own~~and ~~property~~Mexico, in ~~Missouri.~~exchange for Ergon agreeing to purchase Verde ~~Estates,~~V24 ~~LLC~~from isus at a ~~wholly~~fixed ~~owned~~price ~~subsidiary~~(which is inclusive of ~~Verde~~all ~~Renewables~~fees associated with the license, ~~Inc~~but subject to consumer price index adjustments) for use in Ergon’s asphalt road materials products.

OnErgon, ~~November~~the ~~15,~~largest ~~2021,~~asphalt wemarketer ~~formed~~in aNorth ~~wholly~~America, ~~owned~~is a subsidiary, ~~Verde~~of ~~Life~~Ergon, Inc., ana ~~Oregon~~diversified ~~corporation~~global ~~for~~organization ~~the~~engaged ~~purpose of conducting business~~ in ~~the~~multiple ~~distribution of THC-free cannabinoid products~~industries. The ~~Company~~privately ~~terminated~~held ~~its~~Ergon ~~business~~is inan ~~the~~industry ~~distribution~~pioneer ofin ~~THC-free~~asphalt ~~cannabinoid~~innovation ~~(CBD)~~and ~~products~~supply, ~~with~~employing ~~the~~more ~~expiry~~than of4,000 ~~its~~people ~~product~~and ~~supply~~serving ~~agreement~~customers ~~with~~and ~~MRX~~partners ~~Xtractors,~~in ~~LLC~~over on90 ~~July~~countries ~~6, 2024~~worldwide.

OnWe ~~January~~have ~~17,~~agreed ~~2022,~~with ~~the~~Ergon ~~Company~~to ~~formed~~an ainitial ~~wholly~~fifteen ~~owned~~(15) ~~subsidiary~~month “go-to-market period”, ~~Verde~~during ~~Resources~~which ~~(Malaysia)~~there ~~Sdn~~will ~~Bhd,~~be ano ~~company~~minimum ~~incorporated~~purchase ~~under~~requirements ~~the~~for ~~laws~~Ergon’s purchases of ~~Malaysia~~Verde V24. For each calendar year beginning January 1, ~~for~~2027, Ergon has agreed to negotiate with us in good faith towards the ~~purpose~~establishment of ~~conducting~~possible ~~consultation~~minimum ~~services~~purchase amounts based on certain customary factors. We have also agreed with Ergon that if minimum purchase amounts are agreed to for any given calendar year, we and ~~distribution~~Ergon ofwill ~~renewable~~agree ~~agricultural~~in ~~commodities~~good faith to new minimum purchase amounts for each subsequent year, subject to consideration of customary factors.

OnWe ~~February~~have ~~10,~~also ~~2022,~~agreed ~~the Company, through Verde Estates, LLC, entered into a Commercial Lease Agreement and Option~~ to ~~Purchase~~provide ~~(the~~Ergon ~~“La~~with ~~Belle~~forty ~~Lease~~percent ~~Agreement”~~(40%) toof ~~rent~~our ashare ~~24-acre~~of ~~property in La Belle, Missouri from Jon Neal Simmons and Betty Jo Simmon (~~the ~~“Landlord”) to support~~ carbon ~~farming~~removal ~~with~~credits ~~biochar~~generated infrom ~~Missouri. Under~~ the Lamixing ~~Belle Lease Agreement, the term~~ of the ~~lease~~final ~~will~~carbon besequestering ~~for~~BioAsphalt™ asurface ~~period~~material, ofso ~~two~~long as (2a) ~~years and~~ the ~~Company~~carbon ~~will~~removal ~~have~~credits ~~the~~are ~~right~~generated tofrom ~~renew~~bulk ~~the~~mixing ~~lease~~or ~~with~~packaged amixed ~~total~~product, ofand ~~three renewal periods with each term being two years. The base rent is Ten Thousand Dollars~~ (~~$10,000~~b) ~~for~~ the ~~term,~~mixing ~~payable on the commencement~~ of the Lafinal ~~Belle~~BioAsphalt™ ~~Lease~~surface ~~Agreement,~~material ~~together~~includes ~~with~~biochar apurchased ~~security~~from ~~deposit of $240,000~~us. The LaErgon ~~Belle~~License ~~Lease~~additionally ~~Agreement also~~ grants ~~the~~Ergon ~~Company~~ the ~~exclusive~~ right ~~and option~~ to ~~purchase~~use ~~the~~our ~~premises~~trademarks ~~together~~and ~~with~~access ~~all~~to ~~the~~ongoing ~~right~~technical ~~title~~services ~~and~~to ~~interest~~facilitate ~~from~~ the ~~Landlord for a consideration of $490~~monitoring,~~000,~~ ~~inclusive of the security payment~~reporting, atand ~~any~~verification ~~time~~process ~~during~~of ~~the~~each ~~two~~ton ~~years period~~ of ~~the~~carbon ~~lease~~dioxide ~~term~~sequestered. ~~The Option to Purchase was exercised on September 27, 2022.~~

5The ~~Table~~term of ~~Contents~~the Ergon License is ten (10) years, with an automatic renewal for additional ten (10) year periods, subject to a minimum of six (6) months’ notice of cancellation prior to renewal. The Ergon License may be terminated in the event of non-payment of amounts due, initiation of bankruptcy proceedings, or under other customary terms. Additionally, Ergon may terminate the Ergon License upon sixty (60) days’ prior written notice in the event that our Chief Executive Officer, Jack Wong, or our Chief Operating Officer, Eric Bava, are removed from their respective positions with the Company for reasons other than termination for cause or voluntary resignation. The Ergon License additionally contains provisions regarding confidentiality, indemnification, and representations and warranties of the parties that are customary for such an agreement.

OnThe ~~March~~foregoing ~~23,~~description ~~2022, we, through Verde Resources (Malaysia) Sdn Bhd., (“Verde Malaysia”), entered into a Sale~~ of ~~Shares~~the ~~Agreement~~Ergon ~~(“SSA”)~~License ~~with~~is ~~The~~not ~~Wision~~complete ~~Project~~and ~~Sdn~~is ~~Bhd~~qualified ~~(“Wision”),~~in aits ~~company~~entirety ~~incorporated~~by ~~under~~reference ~~the laws of Malaysia,~~ to ~~acquire~~ the ~~one~~full ~~hundred~~text ~~percent (100%)~~ of the ~~issued~~Ergon ~~and~~License, ~~paid~~a upcopy ~~ordinary~~of ~~shares~~which inis ~~Wision.~~filed Itas ~~was~~Exhibit ~~closed~~10.1 into ~~May~~this ~~2022~~Annual report.

OnBioFraction April 19, 2022, we, through our wholly-owned subsidiary Verde Malaysia, a company incorporated in Malaysia, entered into Term Sheet for Regenerative Carbon Negative Agriculture Initiative (the “Borneo Agreement”) with The Borneo Food Group Sdn. Bhd (“SB”), a company incorporated in Malaysia, to supply proprietary blend of various carbon negative agricultural products such as plant natural enzyme, FAA bio enzyme and ~~enriched~~Expansion biochar to SB. SB is a wholly-owned subsidiary of Borneo Oil Berhad (BORNOIL), a company listed on the Main Board Stock Exchange of Malaysia and an affiliate of the Company by virtue of owning more than 10% shares of the Company’s Common Stock. Under the Borneo Agreement, Verde Malaysia has the expertise, technical know-how supply of proprietary blend of various carbon negative agricultural products to assist SB in achieving a long term and consistent supply of various agriculture produce for its business while ensuring that all ingredients utilized by SB is farmed in a sustainable and environmentally friendly manner which is not just carbon neutral but carbon negative to create a long term carbon negative footprint. Verde Malaysia will provide the services and supply the proprietary blend of various carbon negative agricultural products to SB at the agreed fixed rates which may be subject to price increase in the event of any drastic fluctuations in the cost of fuel and/or related production costs with a minimum notice of two weeks in writing to SB. The term of the Borneo Agreement will be for a fixed period of five (5) years commencing from May 1, 2022, to April 30, 2027, and both parties may extend the agreement for a further term as may be mutually agreed on terms to be separately negotiated.Plans

OnWith ~~April~~the ~~25,~~execution ~~2022~~of our agreement with Ergon, our business model has been established and we ~~issued~~now operate with a ~~total~~singular offocus 8on sustainable infrastructure technologies. Once we scale our North American operations,~~445~~ we intend to turn our focus to Malaysia,~~946~~ ~~restricted~~where ~~Common~~we ~~shares~~have ~~for~~had $1our BioFraction facility in Borneo since 2021. This facility is set to become fully operational once production and expansion in Malaysia is ready to begin. BioFraction refers to the biological fractionalization of waste through pyrolysis,~~000~~ a thermal decomposition process in an oxygen-free environment that converts organic waste into valuable outputs including biochar,~~000~~ atbiofuel, $0bio-syngas, and wood vinegar.~~1184~~ ~~per~~At ~~share~~this BioFraction facility, we plan to ~~two~~convert ~~non~~palm oil waste into biochar and other renewable byproducts. The BioFraction facility was strategically set to dormant status in recent years in order to prioritize our U.S.-USbased ~~shareholders~~proof of concept test track in partnership with NCAT, though we have continued regular maintenance and test production runs to preserve its operational capability. With that milestone now complete and with the Ergon License secured, we are now focused on scaling our North American operations. Once we turn our focus to Southeast Asia, we intend to restart and increase the operation of our BioFraction facility.

On5 ~~April~~Table 27, 2022, the Company entered into a Professional Engineering Services Contract (the “Engineering Services Agreement”) with BioDiverse Energies, LLC (“BDE”). Under the Engineering Services Agreement, BDE will provide professional services on the feasibility assessment, preliminary engineering and preliminary market analysis related to the biochar enhanced compost project. The Company will pay BDE a total of $42,000 for completion of the professional services under the Engineering Services Agreement. An initial payment of $25,000 will be paid prior to the commencement of work by BDE, with another $10,000 and $7,000 to be paid upon completion of the professional services in two stages respectively. On May 4, 2022, the Company assigned the Engineering Services Agreement to its wholly owned subsidiary Verde Renewables, Inc. (“VRI”) to assume from the Company all the obligations, responsibilities and liabilities associated with the Engineering Services Agreement.Contents

OnWe ~~April~~plan ~~29,~~to ~~2022,~~target ~~Verde~~major ~~Renewables,~~Malaysian ~~Inc.~~highway ~~(“VRI”)~~operators awho ~~wholly~~are ~~owned~~interested ~~subsidiary~~Net ofZero ~~the~~solutions. ~~Company,~~We ~~closed~~intend onto ~~the~~require ~~purchase~~any ofpotential ~~residential~~licensing ~~property~~of ~~located~~our solutions in ~~Chesterfield,~~Malaysia ~~Missouri~~to ~~(the~~also ~~“Chesterfield~~require ~~Property”).~~exclusive ~~The~~sourcing ~~purchase~~of ~~price~~biochar ~~for~~from ~~the~~our ~~Chesterfield~~subsidiary, ~~Property~~Verde ~~was~~Resources ~~$750~~(Malaysia) Sdn Bhd,~~000.00,~~ ~~paid~~which inoperates ~~cash~~our atBioFraction ~~closing~~facility. ~~The~~This ~~Company~~will ~~used~~help ~~cash~~draw ondown ~~hand~~existing toinventory ~~purchase~~and ~~the~~ramp ~~Chesterfield~~up ~~Property~~production. ~~The~~We ~~Chesterfield~~also ~~Property~~plan ~~was~~to ~~purchased~~explore ~~from~~the ~~Yimin~~licensing ~~Huang~~of our BioFraction intellectual property and ~~Claudine~~know-how ~~Huang~~to ~~(the~~qualified ~~“Sellers”).~~palm ~~There~~oil ~~were~~waste noprocessors ~~material~~in ~~relationships~~Malaysia ~~between~~to ~~the~~produce ~~Sellers~~designer ~~and~~grade ~~the~~biochar ~~Company~~compatible orwith ~~any~~our ofbiochar ~~its~~asphalt ~~affiliates.~~mixed ~~The~~designs, ~~Company~~potentially ~~plans~~generating onadditional ~~holding~~revenue ~~the~~through ~~Chesterfield~~carbon ~~Property~~credit asroyalties, anproduct ~~investment~~resale margins, and ~~for~~licensing ~~corporate housing~~fees.

OnOur ~~June~~Industry ~~8, 2022, the Company through its wholly owned subsidiary VRI entered into a Services Agreement with Gary F. Zimmer to engage him as its corporate consultant to develop~~ and ~~formulate~~Market a designer compost and the Company’s integrated regenerative farming programs as designated in the Services Agreement. Under the Agreement, the Company will pay Gary F. Zimmer by the issuance of 1,000,000 shares of the Company’s restricted Common stock, par value $0.001 per share on or before July 15, 2022. The shares were issued during the financial year end.Opportunity

OnWe ~~October~~operate ~~26,~~at ~~2022,~~ the ~~Company~~convergence ~~entered~~of ~~into~~two arapidly ~~corporate~~evolving ~~consulting~~sectors: ~~services~~sustainable ~~agreement~~building materials (~~the~~which accounts for approximately 37% of annual global emissions according to an article entitled “~~Consulting~~The ~~Agreement~~Building Sector is Key to the Fight Against Climate Change”), ~~for~~by ~~investor~~Gim ~~communication~~Huay Neo and ~~public~~Yvonne ~~relations~~Zhou, ~~services~~dated ~~with~~June ~~Dutchess~~25, ~~Group~~2024, ~~LLC~~and ~~(“DGL”~~published by Caixin Global)., ~~Pursuant~~with toa ~~terms~~particular offocus ~~the~~on ~~Consulting~~road ~~Agreement~~construction technologies, and the ~~Company~~carbon ~~agreed~~removal toindustry, ~~issue~~where ~~1,500,000~~our ~~shares~~innovations ofenable both the ~~Company’s~~reduction ~~restricted~~and ~~common~~removal ~~stock~~of atmospheric carbon emissions. One of our principal missions is to ~~DGL~~bridge ~~within~~these ~~forty~~sectors by delivering high-~~five~~performance, ~~(45)~~low-carbon ~~days~~infrastructure ofsolutions ~~signing~~that drive both environmental impact and economic value, creating a scalable pathway for the ~~Consulting~~infrastructure ~~Agreement.~~sector ~~These~~to ~~shares~~actively ~~were~~contribute ~~subsequently~~to ~~issued~~global insustainability goals.

~~December~~Building ~~2022.~~Materials Industry

OnThe ~~November~~global 8,road ~~2022,~~construction ~~Jack~~market ~~Wong~~ was ~~appointed~~valued ~~Chief~~at ~~Executive~~$572.9 ~~Officer~~billion ofin ~~the~~2023, ~~Company~~according to Market Research Future’s ~~wholly~~Road ~~owned~~Maintenance ~~subsidiaries~~Market ~~Verde~~Report ~~Renewables~~(January 2025). In 2024, ~~Inc~~the North American market reached $188.0 billion, as reported by IBISWorld. Astute Analytica projects continued growth through 2032, driven by rising infrastructure investment, increased public funding, and ~~Verde~~the ~~Life~~growing ~~Inc~~shift toward sustainable construction materials.

OnGovernments ~~November~~around ~~30, 2022, Verde Resources, Inc. (~~the ~~“Company”),~~world ~~through~~are ~~its~~increasing ~~wholly-owned~~infrastructure ~~subsidiary~~spending ~~Verde~~to ~~Renewables,~~promote ~~Inc.~~road ~~(“VRI”)~~modernization, aenhance ~~company incorporated in the State of Missouri~~durability, ~~U.S.A., entered into a Services Agreement with Y M Tengku Chanela Jamidah Y A M Tengku Ibrahim (the “Ibrahim Agreement”) to engage her as its Director of Strategic Initiatives to promote~~ and ~~make~~reduce ~~introductions for the benefit of advancing the Company’s business and interests amongst her networks as designated in the Ibrahim Agreement~~emissions. ~~Under~~In the ~~Ibrahim~~United ~~Agreement~~States, ~~the Company will pay Y M Tengku Chanela Jamidah Y A M Tengku Ibrahim by the issuance of 1~~Canada,~~000,000~~ ~~shares~~and of the ~~Company’s~~European ~~restricted common stock~~Union, ~~par~~various ~~value~~initiatives ~~$0.001~~are ~~per~~advancing ~~share~~low-carbon ~~(the~~construction ~~“Common~~practices ~~Stock”) in two tranches of 500,000 shares each on or before December 31, 2022~~ and ~~December~~encouraging ~~31, 2023 respectively. The term of~~ the ~~Ibrahim~~use ~~Agreement will be for a fixed period~~ of ~~twenty-four~~more ~~(24)~~sustainable ~~months~~materials ~~commencing~~in onroad ~~November 30, 2022~~projects.

~~Subsequently~~As ~~on September 12, 2023,~~ the ~~Company~~industry ~~through~~accelerates ~~VRI entered into a Service and Stock Cancellation Agreement with Y M Tengku Chanela Jamidah Y A M Tengku Ibrahim to cancel~~ the ~~Ibrahim~~adoption ~~Agreement.~~of ~~Pursuant to the Ibrahim Agreement~~cost-effective, ~~500,000~~low-emission ~~restricted~~alternatives ~~common~~to ~~shares~~traditional ~~were issued at $0.20 on December 31~~asphalt, ~~2022~~we ~~totaling~~believe ~~$100,000.~~Verde ~~With~~is ~~the~~well ~~Service~~positioned ~~and Stock Cancellation Agreement, these shares were~~ to becontribute ~~cancelled and subsequently 166,667 restricted common shares were~~ to ~~be re-issued at the same price. The cancellation of shares was completed on March 28, 2024~~ and ~~subsequently~~benefit ~~166,667~~from ~~restricted~~this ~~common~~global ~~shares were re-issued on May 24, 2024~~transition.

6Global ~~Table~~Carbon ofMarket ~~Contents~~and Carbon Credits

OnWe ~~December~~define 1,the ~~2022,~~“global ~~Verde~~carbon ~~Resources,~~market” ~~Inc.~~as (the ~~“Company”),~~global ~~through~~market ~~its~~for ~~wholly-owned~~carbon ~~subsidiary~~offsetting ~~Verde~~or ~~Renewables,~~carbon ~~Inc~~trading. ~~(“VRI”),~~Carbon aoffsetting ~~company~~is ~~incorporated~~a insystem ~~the~~designed ~~State~~to ofreduce ~~Missouri,~~global ~~U.S.A.,~~greenhouse ~~entered~~gas ~~into~~emissions aby ~~Services~~allowing ~~Agreement~~countries, ~~with~~companies, ~~Steven~~or ~~Sorhus~~individuals ~~(the~~to ~~“Sorhus~~compensate ~~Agreement”)~~for totheir ~~engage~~own ~~him~~emissions asby ~~its~~purchasing ~~Financial~~“credits” ~~Controller~~from toprojects ~~prepare~~that ~~monthly~~reduce ~~financial~~or ~~reports~~remove ~~and~~greenhouse ~~financial~~gasses ~~projections,~~from ~~and~~the ~~oversee~~atmosphere. ~~daily~~To ~~accounting~~generate ~~practices~~these of“credits”, ~~the~~which ~~Company~~are ~~and~~often ~~its~~referred ~~subsidiaries~~to as ~~designated~~“carbon incredits” ~~the~~or ~~Sorhus~~“carbon ~~Agreement.~~removal ~~Under~~credits”, ~~the~~a ~~Sorhus~~carbon ~~Agreement,~~offsetting ~~the~~project ~~Company~~must ~~will~~be ~~pay~~certified ~~Steven~~by ~~Sorhus~~either bya ~~the~~governmental ~~issuance~~authority ofor ~~800,000~~independent ~~shares~~certification ofbody, ~~the~~such ~~Company’s~~as ~~restricted~~Puro.earth. ~~common~~The ~~stock,~~governmental ~~par~~authority ~~value~~or ~~$0.001~~certification ~~per~~body ~~share~~reviews (the ~~“Common~~carbon ~~Stock”)~~offsetting inproject, ~~two~~tests ~~tranches~~the ofproject ~~300,000~~to ~~shares~~verify onit orhas ~~before~~demonstrated ~~December~~emissions 31reductions, ~~2022~~ and ~~500~~,~~000~~ ~~shares~~once onthe orproject ~~before~~is ~~December 31~~approved, ~~2023.~~issues ~~The term of~~ the ~~Sorhus~~carbon ~~Agreement~~credits ~~will~~to bethe ~~for a fixed period of twenty-five (25) months commencing on December 1, 2022~~developer.

~~Subsequently~~A onlandmark ~~September~~report 8,entitled ~~2023,~~“Unlocking the ~~Company~~Potential ~~through~~of ~~VRI~~Carbon ~~entered~~Dioxide ~~into~~Removal,” adated ~~Service~~June 27, 2024, by James Davis and ~~Stock~~Paddy ~~Cancellation~~Mortimer ~~Agreement~~of ~~with~~consulting ~~Steven~~firm ~~Sorhus~~Oliver toWyman, ~~cancel~~and co-authored by the ~~Sorhus~~City ~~Agreement.~~of ~~Pursuant~~London toCorporation, and the ~~Service~~UK ~~Agreement,~~Carbon ~~300~~Markets Forum,~~000~~ ~~restricted~~states ~~common~~that ~~shares~~the ~~were~~global ~~issued~~market atfor carbon dioxide removal credits could surge from roughly $02.207 billion in 2023 to as much as $100 billion per year by 2030–35, if key obstacles are resolved, including clarity on ~~December~~credit 31standards, ~~2022~~stronger ~~totaling~~corporate ~~$60~~guidance,~~000~~ and robust policy frameworks. ~~With~~An article entitled “The New Renewable Revolution: Why carbon dioxide Removal Will Transform the ~~Service~~Carbon ~~and~~Market” ~~Stock~~dated ~~Cancellation~~April ~~Agreement~~10, ~~these~~2025, ~~shares~~by ~~were~~Shou-Hwei toMichelle beYou ~~cancelled~~ and ~~subsequently~~published ~~128~~by the World Economic Forum,~~409~~ ~~restricted~~notes ~~common~~a ~~shares~~pivot ~~were~~in tothe beglobal recarbon market lessoning reliance on avoided-~~issued~~emission atcredits. As a result, the ~~same~~market ~~price~~fell from $1.87 billion in 2023 to $0.72 billion in 2024, but carbon dioxide removal (CDR) is emerging as the linchpin for ~~services~~future ~~rendered~~growth. ~~till~~Major ~~cancellation~~firms are beginning to step into the carbon market as well. ~~The~~For ~~cancellation~~instance, ofMicrosoft ~~shares~~recently ~~was~~purchased ~~completed~~about on3.5 ~~March~~million 28carbon credits, ~~2024~~with ~~and~~each ~~subsequently~~credit ~~128~~typically representing one metric ton of carbon dioxide,~~409~~ ~~restricted~~to ~~common~~offset ~~shares~~emissions ~~were~~tied ~~re-issued~~to onits ~~May~~rapidly 24expanding artificial intelligence operations, ~~2024~~a signal that heavy tech investment could become a major catalyst.

OnWe ~~December~~believe 1,a ~~2022,~~significant ~~Verde~~opportunity ~~Resources,~~lies ~~Inc.~~in ~~(the~~our ~~“Company”),~~ability ~~through~~to ~~its~~generate ~~wholly-owned~~certified ~~subsidiary~~carbon ~~Verde~~removal ~~Renewables,~~credits ~~Inc.~~through ~~(“VRI”), a company incorporated in~~ the ~~State~~production of ~~Missouri,~~biochar-infused ~~U.S.A.~~asphalt, ~~entered~~a ~~into~~process awhich ~~Services~~has ~~Agreement~~been ~~with~~independently ~~EMGTA~~validated ~~LLC~~through ~~(“EMGTA”)~~successful (trials at the ~~“EMGTA~~NCAT ~~Agreement”)~~Test Track. ~~Under~~With the ~~EMGTA~~United ~~Agreement,~~States ~~EMGTA~~consuming ~~will~~approximately ~~provide~~400 ~~services~~million totons ~~develop~~of ~~business~~asphalt ~~plan~~annually ~~and~~according ~~marketing strategy~~ to ~~facilitate~~an ~~business~~article ~~growth,~~entitled ~~and~~“The ~~identify~~Advancement ~~new~~of ~~customers~~Asphalt ~~and~~Pavements ~~markets~~Over ~~for~~ the ~~Company.~~Last ~~The~~50 ~~Company~~Years”¸ ~~will pay EMGTA~~ by ~~the~~Drs. ~~issuance~~Jon ~~of 750~~Epps,~~000~~ ~~shares~~Ph. ~~of the Company’s restricted common stock~~D., ~~par value $0~~P.~~001~~E., ~~per~~and ~~share~~Dave ~~(the~~Johnson, ~~“Common Stock”) in two tranches of 375~~P.E.,~~000~~ ~~shares~~dated ~~each~~August ~~on or before December 31~~1, ~~2022~~2021, and ~~December~~published ~~31,~~in ~~2023~~Asphalt ~~respectively.~~Magazine, ~~The term of~~ the ~~EMGTA~~potential ~~Agreement will be~~ for acredit ~~fixed~~generation ~~period~~is ~~of twenty-five (25) months commencing on December 1, 2022~~substantial.

~~Subsequently~~Currently, onavailable ~~September~~U.S. 8,biochar ~~2023,~~supply can support the ~~Company~~production ~~through~~of ~~VRI~~only ~~entered~~about ~~into~~4 amillion ~~Service~~tons ~~and~~of ~~Stock~~finished ~~Cancellation~~asphalt ~~Agreement~~according to our internal estimates developed in consultation with ~~EMGTA~~our ~~LLC~~domestic tobiochar ~~cancel~~suppliers. ~~the~~However, ~~EMGTA~~according ~~Agreement~~to ~~including~~a report by the ~~cancellation~~U.S. Department of ~~375,000~~Energy ~~restricted~~from ~~common~~March ~~shares~~2024 ~~issued~~entitled at“2023 $0Billion-Ton Report: An Assessment of U.20S. onRenewable ~~December~~Carbon 31Resources”, ~~2022~~the ~~totaling~~United ~~$75~~States produces over 600 million tons of biogenic waste each year,~~000~~ aswhich ~~consideration~~is ~~for~~enough ~~certain~~to ~~services~~yield up to 100 million tons of biochar and enable the production of more than 2 billion tons of carbon-sequestering asphalt. ~~The~~This ~~cancellation~~represents iswhat ~~still~~we inbelieve ~~process~~to be a transformative opportunity to scale both infrastructure decarbonization and carbon credit generation nationwide.

On6 ~~December~~Table ~~7, 2022, the Company entered into a Supplementary Agreement to Promissory Note in relation to the acquisition~~ of the entire issued and paid-up share capital of BRL with the 17 Lenders, including the Company’s President and CEO, Jack Wong, to convert the total principal loan amount of $20,355,000 into shares of the Company’s restricted Common Stock at the agreed conversion price of $0.0611 per share on or before December 9, 2022. With the consummation of the acquisition of BRL on October 12, 2022, on December 9, 2022 the conversion of Promissory Notes was completed pursuant to a Supplementary Agreement dated December 7, 2022, with the issuance of 333,142,389 shares of the Company’s restricted Common Stock, at the price of $0.0611 per share, to the 17 Lenders, including the Company’s CEO, Jack Wong.Contents

OnAs ~~December~~infrastructure 9,stakeholders ~~2022,~~increasingly ~~the~~seek ~~Company issued a total of 334~~cost-effective,~~642,389~~ ~~restricted~~climate-aligned ~~common shares comprising 333~~solutions,~~142,389~~ ~~restricted~~we ~~Common~~offer ~~shares for the conversion of~~ a ~~total~~rare ~~principal~~combination ~~loan amount~~ of ~~$20~~affordability,~~355~~ performance,~~000~~ ofand ~~promissory~~verified ~~notes~~climate ~~at $0~~impact.~~0611~~ ~~per~~Each ~~share~~ton toof 17biochar-asphalt ~~lenders~~produced ofenables the ~~promissory~~generation ~~notes~~of ~~and~~additional 1carbon removal credits,~~500,000~~ ~~restricted~~unlocking ~~common~~what ~~shares~~we atexpect ~~US$0.12~~will ~~per~~be ~~share~~a toscalable, ~~Dutchess~~high-margin, ~~Group~~and ~~LLC~~recurring ~~for~~revenue ~~its~~stream ~~consulting~~alongside ~~services~~traditional infrastructure income.

OnWith ~~December~~Puro.earth ~~15,~~certification ~~2022,~~and ~~the~~early ~~Company~~credit ~~entered~~purchases ~~into~~by a ~~Services~~major ~~Agreement~~financial ~~with~~institution ~~Looi~~following ~~Pei~~our ~~See~~proof-of-concept ~~(the~~success, ~~“Looi~~we ~~Pei~~are ~~See~~positioned ~~Agreement”)~~at ~~to engage her as a consultant to develop~~ the ~~retail~~forefront ~~markets~~of ~~for~~engineered ~~the~~carbon ~~Company’s products and services in Malaysia and Singapore~~removal. ~~The~~As ~~Company~~our ~~will~~operations ~~pay Looi Pei See by the issuance of 1~~scale,~~140,000~~ ~~shares~~we ofbelieve ~~the~~our ~~Company’s~~model ~~restricted~~offers ~~common~~a ~~stock,~~clear ~~par~~path ~~value~~to ~~$0.001~~monetizing ~~per share (the “Common Stock”) on or before December 31~~decarbonization, ~~2022.~~helping ~~The~~governments ~~shares~~and ~~were~~corporations ~~issued~~meet onclimate ~~December~~targets ~~31,~~while ~~2022~~maximizing impact for ~~service~~each ~~period~~dollar ~~from December 15, 2022 to December 14, 2025~~spent.

OnMarket December 31, 2022, the Company issued a total of 2,315,000 restricted Common shares at $0.20 per share to four consultants, Y M Tengku Chanela Jamidah Y A M Tengku Ibrahim, Steven Sorhus, EMGTA LLC and Looi Pei See, as compensation for the engagement of their consulting services.Challenges

OnThe ~~March~~building ~~13,~~materials ~~2023,~~industry ~~the~~is ~~Company~~highly ~~through its wholly-owned subsidiary VRAP~~fragmented, acomprising ~~company~~both ~~incorporated~~large ~~under~~publicly ~~the~~traded ~~laws~~corporations ofand ~~the British Virgin Islands, entered into~~ a ~~Share~~wide ~~Sale~~range ~~Agreement~~of ~~(the~~privately ~~“SSA~~held ~~Agreement”) with Jusra Mining Merapoh Sdn Bhd (“JMM”)~~firms, aand ~~company~~subject ~~incorporated under the laws of Malaysia,~~ to ~~sell~~significant ~~the~~competition. ~~entire issued and paid-up share capital of CSB~~Historically, anmany ~~indirect wholly-owned subsidiary~~ of ~~the~~these ~~Company~~companies ~~engaged~~have inrelied ~~the~~on ~~mining~~conventional ~~business.~~road ~~Under~~materials ~~the~~and ~~terms of the SSA Agreement~~methods, ~~the~~such ~~consideration~~as ~~for~~hot ~~the~~mix ~~sale~~asphalt, ofwith ~~the~~limited ~~entire~~innovation. ~~issued and paid-up share capital of CSB shall be satisfied in full by the payment of Malaysia Ringgit MYR 500~~However,~~000.~~ ~~The~~there ~~Company~~is ~~has been undergoing~~ a ~~restructuring~~growing ~~exercise to~~ shift ~~its~~across ~~focus towards renewable energy and sustainability development with~~ the ~~world~~sector, ~~faced~~as ~~with~~companies ~~challenges~~increasingly ofinvest ~~climate~~in ~~change~~research and ~~environmental~~development ~~dehydration.~~to ~~The~~meet ~~disposition of~~ the ~~mining~~rising ~~business~~demand ~~via~~for ~~the~~sustainable ~~sale of the entire issued~~ and ~~paid-up~~environmentally ~~share~~friendly ~~capital~~solutions ofsuch ~~CSB~~as ~~is in line with the Company’s restructuring effort to focus on renewable energy and sustainability~~ours.

OnDespite ~~March~~this 13momentum, ~~2023,~~ the ~~Company~~adoption ~~and its indirect wholly-owned subsidiary CSB entered into a Settlement~~ of ~~Debts~~new ~~Agreement~~technologies ~~(the~~remains ~~“SDA~~challenging ~~Agreement”)~~due ~~and a two year term period Promissory Note with CSB’s creditor Borneo Oil Corporation Sdn Bhd (the “Creditor”)~~ to ~~settle~~entrenched inindustry ~~full~~practices, acomplex ~~total~~regulatory ~~of USD 675~~frameworks,~~888~~ ofand ~~CSB’s~~performance ~~account~~expectations ~~payable~~tied to ~~the~~long-established ~~Creditor either in cash or by the issuance of new restricted shares of the Company’s common stock at a price of $0~~standards.07 ~~per~~While ~~share.~~many Ascompetitors ~~set~~are ~~out~~significantly inlarger ~~the~~and ~~SDA~~better ~~Agreement~~capitalized, ~~the~~we ~~new~~believe ~~restricted~~our ~~shares~~products ~~for~~are ~~settlement~~positioned ~~of the account payable~~ to ~~the~~lead ~~Creditor~~in ~~shall~~this ~~be issued to the Creditor or its nominee~~transition. ~~Subsequently on August 16~~Further, ~~2024,~~our ~~the~~strategic ~~Company~~collaboration ~~entered~~with ~~into~~Ergon, a ~~Supplementary~~large ~~Agreement to the SDA Agreement~~ and ~~Promissory~~established ~~Note~~player ~~with~~in the ~~Creditor~~road tomaterials ~~convert the total amount of USD 675~~industry,~~888~~ ~~into~~is ~~9,655,542~~expected shares of the Company’s restricted Common Stock at the agreed conversion price of $0.07 per share for issuance on August 16, 2024. A total of 9,655,542 shares of the Company’s restricted Common Stock were issued on August 16, 2024 to ~~Borneo~~help ~~Oil~~us ~~Berhad,~~manage ~~the~~competitive ~~appointed nominee of the Creditor, to settle in full the total of USD 675,888 of CSB’s account payable to the Creditor~~pressures.

7Our ~~Table~~proprietary technologies, particularly in the road construction sector, enable the integration of ~~Contents~~carbon-sequestering materials like biochar directly into asphalt and other mix designs. These solutions are not only difficult to replicate but are also backed by real-world validation and the ability to generate carbon removal credits. This positions us at the intersection of two urgent global needs: decarbonizing infrastructure and delivering high-performance, cost-effective alternatives to legacy materials.

OnSee ~~March 23, 2023, the Company, through its wholly-owned subsidiary Verde Resources (Malaysia) Sdn. Bhd. (~~“~~Verde Malaysia~~Competition”), ~~entered~~below into a Shares Sale Agreement (the “SSA Agreement”) with Murugesu A/L M. Narasimha and Deivamalar A/P Kandiah (“Vendors”), the legal and beneficial owners of Vata VM Synergy (M) Sdn. Bhd. (“VATA”), a company incorporated under the laws of Malaysia, to acquire 60% of the issued and paid-up share capital of VATA, a company engaged in the business of providing green technology to government and private sectors and in creating high quality compost using agricultural waste and biomass products in Malaysia. In relation to the SSA Agreement, the Company through Verde Malaysia also entered into a Shareholders Agreement with Murugesu A/L M. Narasimha and VATA. Under the terms of the SSA Agreement, the consideration for ~~the~~further ~~acquisition~~information of 60% of the issued and paid-up share capital of VATA shall be satisfied by the total purchase consideration of Malaysia Ringgit MYR 2,250,000, which includes a first payment of Malaysia Ringgit MYR 100,000 upon the execution of the SSA Agreement, a second payment of Malaysia Ringgit MYR 150,000 within thirty (30) days from the date of fulfillment or waiver of all the conditions set out in the SSA Agreement, and the issuance of shares of the Company’s restricted common stock for the balance consideration of Malaysia Ringgit MYR 2,000,000 at a price per share of not more than ten percent (10%) discount from the immediate preceding five trading days volume weighted average price (“VWAP”) from the issuance date pursuant to the terms of the SSA Agreement. As of June 30, 2023, the first payment of MYR100,000 has been made. The SSA Agreement, however, has since been terminated on ~~the~~competitive ~~basis~~challenges ofwe ~~non-disclosure of material information by the Vendors, and the deposits written off during the year ended June 30, 2024~~face.

~~Effective~~Our ~~March~~Growth 30, 2023, Carl Craven voluntarily resigned from his position as Director of the Company. By resolution of the Board of Directors, Jack Wong was appointed Director of the Company for a one (1) year term, effective March 30, 2023. Jack Wong will hold the Board position formerly held by Carl Craven. By Waiver and Consent of Shareholders, Jack Wong was re-elected Director of the Company, effective March 30, 2024.Strategies

OnOur ~~April~~growth ~~20,~~strategy ~~2023,~~is ~~the~~focused ~~disposition~~on offorming ~~CSB~~strategic ~~was~~relationships ~~completed.~~with ~~The~~organizations ~~Company~~like ~~had~~Ergon ~~announced~~that ~~the~~already ~~Share~~possess ~~Sale~~established ~~Agreement~~infrastructure critical to ~~sell the entire issued and paid~~large-upscale ~~share~~deployment. ~~capital~~This ofincludes ~~CSB~~companies towith ~~Jusra~~existing ~~Mining~~asphalt ~~Merapoh~~mixing ~~Sdn Bhd (“JMM”) on March 13~~facilities, ~~2023.~~supply ~~The~~chains ~~consideration~~ for ~~the~~raw ~~sale~~materials, ofdistribution ~~the~~networks, ~~entire issued~~ and ~~paid-up~~sales ~~share~~agreements ~~capital~~with ofend-users ~~CSB~~such ~~shall~~as bestate ~~satisfied~~departments ~~in full by the payment~~ of ~~Malaysia~~transportation, ~~Ringgit~~municipalities, ~~MYR~~and ~~500,000~~contractors.

OnRather ~~August~~than 7,building ~~2023,~~these ~~the~~capabilities ~~Company~~from ~~entered~~scratch, ~~into~~we alicense ~~Memorandum~~our ofproprietary ~~Understanding~~technologies ~~(the~~to ~~“MOU”)~~these ~~with~~organizations ~~Andre~~alongside ~~van~~our ~~Zyl~~fully ~~(“AvZ”)~~integrated &Net ~~Green~~Zero ~~Carbon~~infrastructure ~~Industries~~blueprint. ~~Group~~Our ofmodel ~~Companies~~allows ~~(“GCI”),~~our ~~headquartered~~commercial incollaborators ~~Western Australia,~~ to ~~actively~~easily ~~pursue~~incorporate ~~and~~carbon-negative ~~put~~technologies, insuch ~~place~~as aour ~~mutually~~BioAsphalt™, ~~agreeable~~into ~~and~~their ~~fully~~current ~~funded~~operations. ~~project~~We ~~venture~~believe inthis ~~North~~significantly ~~America,~~reduces ~~through~~ the ~~Company~~barrier to ~~securely~~adoption ~~ring-fence,~~while ~~support,~~accelerating ~~preserve~~market ~~and~~penetration. ~~implement~~By ~~the~~leveraging ~~existing and related Intellectual Property of both parties and~~ their ~~respective~~physical ~~subsidiaries/representatives~~assets, asregulatory ~~well~~relationships, ~~as to fund~~ and ~~support~~customer ~~ongoing and future Research and Developments. The intended project venture will also be responsible to establish a phased implementation plan for modified~~base, ~~scaled Biochar~~ and ~~Construction~~combining ~~Char~~them ~~operations, that will be paired~~ with ~~new~~our ~~Cold~~innovation ~~Bio Emulsion~~ and ~~Cold~~carbon ~~Bio~~credit-generating ~~Mix~~solutions, ~~technology~~we ~~plant~~can ~~production~~create ~~operations~~a tomutually bebeneficial ~~established~~path ~~for the production of low CO2 footprint construction material in the territory of North America. Upon successful implementation of the project venture, there will be further option~~ to ~~expand~~scale ~~operations throughout the continents of South America’s~~faster, ~~APAC~~smarter, ~~Europe,~~ and ~~Africa. This technology makes possible high duty road base and road wearing course installations~~ with ~~superior~~greater ~~performance,~~environmental ~~utilizing more cost-effective local soils and gravels with extended life of road performance, and substantially lower maintenance activities and cost~~impact.

~~Subsequently~~Our oninitial ~~May~~focus ~~15,~~over ~~2024,~~the next few years is to demonstrate and validate this model across the ~~Company~~U.S., ~~AvZ~~Canada and ~~GCI~~Mexico ~~mutually~~through ~~agreed~~our tostrategic ~~terminate~~relationship ~~the~~with ~~collaboration~~Ergon. ~~laid~~We ~~out~~believe this approach will facilitate rapid adoption among our target customers, who operate within a traditionally conservative and highly regulated industry. Following successful validation in the ~~MOU~~U.S., ~~that~~we ~~was~~plan ~~entered~~to ~~into~~scale onour ~~August~~North 7American operations and subsequently expand licensing opportunities to Southeast Asia, ~~2023~~where we already maintain an established presence. ~~The~~Our ~~MOU~~initial isemphasis ~~rendered~~will ~~null~~be on Malaysia and ~~void~~Singapore, ~~effective~~supported ~~May~~by 15our existing BioFraction facility in Borneo, ~~2024~~which is capable of supplying up to 6,000 tons of biochar annually to serve local infrastructure projects and advance regional decarbonization initiatives.

On7 ~~September~~Table ~~12, 2023, Jack Wong stepped down from his position as President~~ of ~~the Company, but remains as Chief Executive Office of the Company.~~Contents

OnSources ~~September 12, 2023, the Board of Directors of the Company (the “Board”) appointed Jack Wong, CEO~~ and ~~Director~~Availability of ~~the~~Raw ~~Company, as Chairman of the Board.~~Materials

OnWhile ~~January~~we 23do not directly produce our cold mix biochar asphalt surface course material, ~~2024~~the key ingredients in its production are Verde V24 and biochar, a carbon-rich by-product ~~resolution~~used in our mix designs. We purchase our supple of Verde V24 from C-Twelve under the ~~Board~~terms of the ~~Company~~C-Twelve Agreement (as discussed below) and we have entered into a memorandum of understanding, ~~approved~~and anare ~~amendment~~currently toin the ~~Bylaws~~process of ~~the~~negotiating ~~Company~~a (definitive agreement, with Oregon Biochar Solutions and its affiliated facilities to secure a reliable supply of biochar in the ~~"Amendment").~~United ~~The~~States through ~~Amendment,~~its ~~which~~facilities ~~was~~that ~~adopted~~are ~~effective~~capable ~~January~~of ~~23,~~producing ~~2024,~~our ~~increases~~designer-grade biochar tailored to our specifications for use in the ~~number~~testing of ~~members~~our products and for downstream use by licensees of our solutions. Oregon Biochar Solutions is a related party as Karl Strahl, the ~~Board~~Chief ~~from~~Operating ~~three~~Officer ~~(3)~~of toOregon ~~seven~~Biochar ~~(7)~~Solutions, is also a member of our board of directors.

~~Subsequently,~~We onare ~~January~~in ~~23,~~discussions ~~2024,~~with ~~Jack~~existing ~~Wong~~facilities ~~stepped~~to ~~down~~establish ~~from~~supplies ~~his~~of ~~position~~biochar asin ~~Chairman~~Canada ofand ~~the~~Mexico. ~~Board,~~In ~~and~~Southeast ~~Joseph~~Asia, ~~Ambrose~~our ~~Lee~~BioFraction ~~was~~facility ~~appointed~~in ~~Director~~Borneo ~~and~~is ~~Chairman~~expected ofto ~~the~~produce ~~Board~~up ~~for~~to a6,000 ~~one~~tons ~~year~~of ~~term,~~biochar ~~and~~annually ~~Tay~~to ~~Hong~~our ~~Choon~~required ~~was~~specifications, ~~appointed~~and ~~Special~~we ~~Advisor~~anticipate toutilizing ~~the~~this ~~Board~~facility ~~for~~as aour ~~one~~primary ~~year~~regional ~~term~~supply source.

OnThe ~~February~~proposed 6,licensing ~~2024,~~structure byfor ~~resolution~~the ofBioAsphalt™ ~~the~~product ~~Board~~in ofAsia ~~the~~would ~~Company,~~require ~~Joseph~~licensees ~~Ambrose~~to ~~Lee,~~procure ~~Jack~~biochar ~~Wong,~~exclusively ~~Balakrishnan~~from BVerde Resources (Malaysia) Sdn.S. ~~Muthu~~Bhd, ~~Soo~~facilitating ~~Yau~~the ~~Cho~~depletion ~~and~~of ~~Tay~~existing ~~Hong~~inventory ~~Choon~~at ~~were~~the ~~appointed~~Sabah asfacility ~~members~~and the resumption of ~~the~~localized ~~newly~~production ~~formed~~to ~~Management~~meet ~~Committee~~market ofdemand. ~~the~~We ~~Board,~~plan to ~~oversee~~refine its BioFraction technology to produce designer-blend biochar for our proprietary asphalt formulations and ~~manage~~to separately license the ~~operations~~BioFraction oftechnology ~~the~~to ~~Company~~qualified palm-oil waste processors across Southeast Asia. ~~The~~These ~~Management~~processors ~~Committee~~would ~~shall~~convert bepalm ~~responsible~~waste into specialized biochar suitable for ~~making~~our ~~decisions~~applications ~~pertaining~~while generating certified carbon removal credits. We expect to ~~the~~derive ~~overall~~revenue ~~operations~~from oftechnology ~~the~~licensing ~~Company~~fees, carbon credit royalties, and ~~shall~~resale ~~report~~margins ~~directly~~from biochar supplied to its asphalt partners. This asset-light model enables scalable growth of our biochar supply chain with minimal capital expenditure, supporting our mission to advance the ~~Board~~adoption of carbon-sequestering infrastructure solutions across the Asia-Pacific region.

~~Subsequently~~Distribution onNetwork ~~May~~and ~~21, 2024, by resolution of the Board of the Company, Steven Sorhus was appointed as member of the Management Committee of the Board to replace Soo Yau Cho.~~ Marketing

~~Effective~~Because ~~June~~we ~~18,~~operate ~~2024,~~primarily ~~Joesph~~under ~~Ambrose~~a ~~Lee~~licensing ~~tendered~~model, ~~his~~we ~~resignation~~do asnot ~~Director~~directly ~~and~~distribute ~~Chairman~~or ofmarket the ~~Board~~final ~~and~~road ~~member~~construction ofproducts ~~the Management Committee of the Company~~ourselves. ByInstead, ~~resolution~~we ofleverage the ~~Board,~~existing ~~Balakrishnan~~distribution Bchannels ~~S Muthu, Director~~ and ~~Chief~~customer ~~Financial~~networks ~~Officer~~ of ~~the~~our ~~Company,~~licensees ~~was appointed Chairman of the Board~~ to ~~replace~~commercialize ~~Joesph~~our ~~Ambrose~~technologies ~~Lee~~efficiently ~~effective~~and ~~June 18, 2024~~cost-effectively.

~~Effective~~In ~~June~~addition 18to our licensing activities, ~~2024~~we ~~also~~intend to market and distribute two proprietary products directly: our designer blend biochar and Verde V24, ~~Joesph~~our ~~Ambrose~~proprietary ~~Lee~~emulsifying ~~tendered~~agent. ~~his~~The ~~resignation~~designer asblend ~~member~~biochar is a critical input in the production of the ~~Management~~cold ~~Committee~~mix ofbiochar asphalt, providing the ~~Company.~~consistency, ~~The~~quality, ~~Management~~and ~~Committee~~performance ~~now~~characteristics ~~consists~~required ofto ~~four~~ensure ~~(4)~~the ~~members:~~durability ~~Balakrishnan~~and Bcarbon credit eligibility of the end product.S. ~~Muthu~~Similarly, ~~Jack~~Verde ~~Wong,~~V24 ~~Tay~~serves ~~Hong~~as ~~Choon~~a ~~and~~key ~~Steven~~chemical ~~Sorhus~~component used to formulate the specialized emulsion that enables a strong bond between biochar and aggregate.

OnUnder ~~October~~our 1,current ~~2023~~commercialization strategy, ~~the~~Ergon ~~Company~~will ~~appointed~~serve ~~Eric~~as ~~Bava~~our exclusive licensee and ~~Andre~~distributor ~~van~~of ~~Zyl~~Verde asV24 ~~Chief~~and ~~Operating~~the ~~Officer~~associated specialized emulsion throughout the United States, Canada, and ~~Chief~~Mexico. ~~Technology~~We ~~Officer~~believe ~~respectively~~that topartnering ~~drive~~with Ergon, one of the ~~Company~~world’s ~~climate-tech~~leading ~~innovation~~producers and marketers of liquid asphalt and emulsions, provides extensive market reach, promotes standardized product performance, and maintains consistent quality control across all licensed production facilities.

~~Subsequently~~8 onTable ~~May 15, 2024, Andre van Zyl stepped down from his position as Chief Technology Officer~~ of ~~the Company.~~Contents

~~8 Table of Contents~~Customers

OnOur ~~October~~core ~~23,~~customer ~~2023,~~base ~~the~~consists ~~Company,~~of ~~through~~businesses ~~its~~involved ~~wholly-owned~~in ~~subsidiary~~road ~~VRI,~~construction ~~entered into a Services Agreement (the “Agreement”) with Donald R. Fosnacht to engage him as National Certification~~ and ~~Extensive~~infrastructure BCR (Biochar Carbon Removal) Implementation Specialist to develop and implement a comprehensive strategy to obtain national and regional certification and endorsement for carbon net-negative construction products with high biochar contentdevelopment, ~~encompassing~~as ~~asphalt,~~well ~~concrete, and soil stabilization~~ as ~~designated~~governmental ~~in the Agreement~~entities. Under ~~the~~our ~~Agreement,~~licensing-based ~~the Company will pay Donald R. Fosnacht by the issuance of 1~~model,~~000,000~~ ~~shares~~we ofprovide ~~the~~proprietary ~~Company’s~~technology ~~restricted~~and ~~common~~product ~~stock,~~formulations ~~par~~to ~~value~~commercial ~~$0.001~~partners ~~per~~like ~~share~~Ergon ~~(the~~that ~~“Common~~can ~~Stock”) on or before January 31~~manufacture, ~~2024. The term of the Agreement will remain effective until December 31~~distribute, ~~2025~~ and ~~both~~deploy ~~parties~~our ~~may~~carbon-integrated ~~renew~~solutions ~~the~~at ~~agreement or enter into a new agreement as may be mutually agreed on terms to be separately negotiated~~scale.

~~Subsequently~~As ondiscussed ~~January~~above, 31we recently entered into the Ergon License, ~~2024~~which provides Ergon an exclusive license to produce, manufacture, distribute, and sell products containing our Verde V24 emulsifying agent in the ~~Company~~United ~~issued~~States, 1Mexico and Canada. As such,~~000~~ almost all of our current business is reliant upon our strategic relationship with Ergon and our direct customers in the United States will be Ergon and asphalt mixing plants serviced by Ergon,~~000~~ ~~restricted~~which ~~common~~will ~~shares~~use our cold mix biochar asphalt formulations and technologies to ~~Donald~~manufacture Rnext-generation road construction materials. ~~Fosnacht~~These plants have the infrastructure to produce, blend, and distribute materials in accordance with DOT specifications, making them what we believe to be the ideal channel for product deployment at scale.

OnAlthough ~~November~~we ~~22,~~do ~~2023,~~not ~~the~~directly ~~Company~~engage ~~issued~~with aother ~~total~~customers ofin ~~14,931,624~~the ~~restricted~~United ~~Common~~States ~~Shares~~under ~~comprising~~our ~~11,538,461~~exclusive ~~restricted~~licensing ~~Common~~arrangement ~~Shares~~with ~~for $1~~Ergon,~~050,000~~ atwe ~~$0.091~~anticipate ~~per~~that ~~share~~Ergon towill ~~five~~serve ~~non-US~~a ~~shareholders,~~wide ~~100,000~~range ~~restricted~~of ~~Common~~downstream ~~Shares~~market ~~for~~segments ~~$10,000~~that atare ~~$0.10~~key ~~per~~adopters ~~share~~of tosustainable ~~one~~road ~~non-US shareholder~~materials, ~~1,943,163~~including: ~~restricted Common Shares for $176,828 at $0.091 per share to ten US shareholders and 1,350,000 restricted Common Shares for $135,000 at $0.10 per share to nine US shareholders~~

OnState ~~December~~Departments ~~4, 2023, the Company issued a total~~ of ~~1,238,889~~Transportation ~~restricted Common Shares comprising of 850~~(DOTs),~~000~~ ~~restricted~~Local ~~Common Shares for $85~~Municipalities,~~000~~ ~~at $0.10 per share to four US shareholders~~ and ~~388,889 restricted Common Shares for $35,000 at $0~~U.09S. ~~per~~Federal ~~share~~Agencies ~~to one US shareholders.~~

OnDOTs ~~February~~are ~~26,~~among ~~2024~~the largest purchasers of asphalt materials, responsible for the ~~Company~~construction ~~issued~~and ~~555,555~~maintenance ~~restricted~~of ~~Common~~public ~~Shares~~highways. ~~for~~As ~~$50~~they implement carbon accounting frameworks and pursue emissions reduction mandates,~~000~~ atour ~~$0.09~~carbon-negative ~~per~~technologies ~~share~~offer toa ~~one~~compelling, USpolicy-aligned ~~shareholder~~solution.

OnMunicipalities ~~April~~manage 12local roads, ~~2024~~subdivisions, ~~shares~~and ~~that~~emergency ~~were~~repairs. ~~committed~~Our tocold bemix ~~issued as of March 31~~asphalt, ~~2024~~which ~~were~~requires ~~fully~~no ~~settled~~heating byand ~~way~~minimal ~~of issuance of 2~~equipment,~~881,274~~ ~~restricted~~is ~~Common~~ideal ~~Shares~~for ~~at $0.108 per share to three non~~off-USseason ~~shareholders~~maintenance and ~~one non~~budget-USsensitive ~~related party in settlement of $311~~repairs,~~178~~ ~~subscription~~enabling ~~amounts~~year-round ~~paid,~~infrastructure ~~and~~improvements ~~issuance~~with ofreduced ~~200,000~~logistical ~~restricted Common Shares on April 15, 2024 at $0~~complexity.~~091 per share to one US shareholder in settlement of $18,200 subscription amount paid.~~

OnFederal ~~April 15~~agencies, ~~2024,~~including the ~~Company~~Department ~~further issued a total~~ of ~~2,855,555~~Defense ~~restricted~~and ~~Common~~the ~~Shares~~Department toof ~~four US shareholders~~Transportation, inare ~~which~~under ~~2,300,000~~increasing ~~restricted~~pressure ~~Common~~to ~~Shares~~source ~~were~~sustainable ~~issued~~and atlow-emission $0materials.10 ~~per~~Our ~~share~~technologies tomeet ~~two~~both USenvironmental ~~shareholders,~~goals and ~~555~~practical needs,~~555~~ ~~restricted~~such ~~Common~~as ~~Shares~~performance ~~were~~in ~~issued~~cold ator ~~$0.09~~remote ~~per~~conditions ~~share~~and toreduced ~~one~~emissions USduring ~~shareholder~~installation.

OnPrivate ~~April~~Sector ~~20,~~Contractors ~~2024,~~& ~~the~~Developers Company entered into two Services Agreements (the “Agreements”) with Dr. Nam Tran and Dr. Raymond Powell to engage them as National Implementation Experts for its wholly-owned subsidiary Verde Renewables, Inc. (“VRI”) to initiate connections with esteemed asphalt contractors, identify potential partners, explore potential collaborations through their extensive networks in the asphalt industry and recommend strategies to capitalize on emerging opportunities as designated in the Agreements. Under the Agreements, the Company will pay Dr. Nam Tran and Dr. Raymond Powell each by the issuance of 3,000,000 shares of the Company’s restricted Common Shares in three tranches of 1,000,000 shares each on or before July 31, 2024, October 31, 2025 and October 31, 2026 respectively. The term of the Agreements will remain effective until April 30, 2027 and both parties may renew the agreement or enter into a new agreement as may be mutually agreed on terms to be separately negotiated. Pursuant to the respective addendum to Service Agreement dated June 29, 2024, each tranche of shares to be issued is compensation for each service period of 12 months beginning from May 1, 2024, May 1, 2025 and May 1, 2026 respectively.

~~Subsequently~~Contractors onand ~~July~~developers ~~31,~~are ~~2024,~~seeking ~~the~~to ~~Company~~enhance ~~issued~~their 1“Environmental,~~000~~ Social,~~000~~ ofand ~~the~~Governance” ~~Company’s~~(known ~~restricted~~as ~~Common~~ESG) ~~Shares~~credentials ~~each~~and toqualify ~~Dr.~~for ~~Nam~~green ~~Tran~~financing ~~and~~or Drtax incentives. ~~Raymond~~By ~~Powell~~integrating asour ~~part~~solutions, ofthey ~~the~~can ~~compensation~~offer ~~package~~carbon-negative ininfrastructure ~~the~~without ~~Agreements~~disrupting existing construction workflows, meeting market demand while advancing sustainability objectives.

On9 ~~May~~Table ~~14, 2024, the Company entered into a Heads~~ of Agreement (the “HOA”) with Zym-Tec Technologies Limited (“ZT”), granting the Company (i) the right to form a collaboration entity (“Collaboration”) to further develop ZT’s aforementioned technologies by incorporating Biochar as a carbon input for use in the road infrastructure and construction industry (the “Products”) and (ii) the Master Licensing Rights for the USA Territory for ZT’s patented technologies to the Collaboration entity, including Soil Stabilization, Reclaimed Asphalt Pavement (RAP), wearing course materials, concrete, other building material products. This Collaboration aims to generate Carbon Removal Credits through the use of biochar and create new net-zero or carbon net-negative IP products that are higher performing, more durable, sustainable, and cost-effective. These new IPs will be co-owned equally by the Company and ZT. In consideration of the Collaboration, the Company and ZT will establish a new Special Purpose Vehicle (the "SPV") to be equally held by both parties. The SPV will be responsible for executing the new VERDE-ZymTec Net-Zero and Carbon-Negative Technologies and Building Material Products. The Company and ZT will integrate the collaborative activities into the SPV. The share structure and income split shall be confirmed by the Company and ZT in the final agreement. Subsequently, the Company will apply for an uplift to the Nasdaq stock exchange as part of the final restructuring process. The Collaboration will distribute the royalties, license fees, carbon avoidance credits, and carbon removal credits (the “Income”) to the Company and ZT. The HOA outlines the terms and conditions for the cooperation between both parties, with the intent to execute a more detailed agreement (the "Detailed Agreement") within an agreed timeframe. The Detailed Agreement will supersede the obligations outlined in the HOA.Contents

On June 1, 2024, the Company entered into a multi-year Services Agreement (the “Agreement”) with Dale Ludwig to engage him as Strategic Advisor for the Company and all its subsidiaries, to maintain and build strong relationships with policymakers at both state and federal levels, collaborate with Missouri Department of Transportation, build relationships with Missouri Asphalt Pavement Association (MAPA) members, collaborate with Missouri contractors to encourage the use of the Company's technologies, identify current biochar producers in Missouri and engage with the Missouri Department of Economic Development. Pursuant to the Agreements, the Company agreed to issue a total of 2,000,000 restricted shares of the Company’s common stock to Dale Ludwig over three tranches of 700,000 shares on or before August 31, 2024, 700,000 shares on or before October 31, 2025 and 600,000 shares on or before October 31, 2026. Pursuant to the addendum to Service Agreement dated June 29, 2024, each tranche of shares to be issued is compensation for each service period beginning 11 months from June 1, 2024 and 12 months from May 1, 2025 and May 1, 2026 respectively.Competition

~~Subsequently~~Competitive ~~on August 8, 2024, the Company issued 700,000 of the Company’s restricted Common Shares to Dale Ludwig as part of the compensation package in the Agreement.~~Landscape

9The ~~Table~~construction materials industry is dominated by large, established public and private companies that compete primarily on cost, scale, logistics, and supply chain efficiency. These incumbents often have extensive production capacity, longstanding customer relationships, and significant influence over industry standards. Many are substantially better capitalized than we are and have decades of ~~Contents~~experience in the construction space. While historically slow to innovate, many of these companies are now investing in sustainable product development to meet regulatory pressure and market demand for greener infrastructure.

OnIn ~~June 27~~parallel, ~~2024,~~ the ~~Company~~carbon ~~entered~~removal ~~into~~and anoffset ~~agreement~~sector ~~with~~represents ~~The National Center for Asphalt Technology at Auburn University ("NCAT") to undertake~~ a 3fast-~~year~~growing ~~Performance~~and ~~Testing~~increasingly ~~Project~~competitive ~~titled “Structural Capacity of Sustainable Pavement”~~space. ~~The~~It ~~Project,~~includes ~~led~~a bymix ~~Dr.~~of ~~Nam~~climate-tech ~~Tran~~startups, ~~Associate~~project ~~Director and Research Professor at NCAT~~developers, ~~will~~environmental ~~involve comprehensive performance testing on the NCAT Test Track in Opelika~~consultancies, ~~Alabama. This facility, sponsored by various state Departments of Transportation (DOTs)~~ and indigital ~~partnership~~platforms ~~with~~focused ~~the~~on ~~Minnesota~~digital ~~Road Research Facility (MnROAD)~~measurement, is dedicated to advancing sustainable pavement technologies. The NCAT Test Track will be constructed in the summer of 2024 to evaluate cutting-edge technologies co-developed by the Company and Zym-Tec. These innovations utilize enzymes to treat expansive soils and stabilize marginal base materialsreporting, ~~potentially~~verification reducing or eliminating the need for carbon-intensive materials such as hydrated lime and Portland cement. Additionally, integrating biochar from biomass pyrolysis into enzyme-treated pavement materials is expected to improve performance, substantially reduce greenhouse gas (~~GHG~~“dMRV”) ~~emissions~~, and ~~sequester~~ carbon ~~dioxide.~~removal ~~This~~credit pioneering approach is projected to generate Carbon Removal Credits upon completion of the test track installation, proving the viability of this next-generation blueprint for net-zero road constructionissuance. ~~The~~These ~~Company~~entities isoperate ~~confident~~across invarious ~~its~~methodologies ~~Verde-ZymTec~~ranging ~~technology and aspires to attain the highest level of certification~~ from ~~NCAT. Success in this Project is expected to drive widespread adoption of a net~~nature-~~zero~~based ~~road~~solutions ~~construction~~like ~~blueprint~~reforestation ~~by DOTs across the United States~~ and ~~the~~regenerative ~~federal~~agriculture ~~DOT. Additionally, the substantial Carbon Removal Credits generated will create a significant and separate revenue stream for the Company. The Project commences on June 24, 2024, and is expected~~ to ~~conclude~~engineered ~~on September 30~~approaches, ~~2027,~~such ~~with~~as ~~the~~direct ~~first~~air ~~draft~~capture of the final report expected in spring 2027. The Company has committed $750,000 to support the Project, with an initial payment of $100,000 upon execution of the Agreement, followed by quarterly payments of $50,000 from September 2024 to March 2025, and ~~$62,500~~biochar-based ~~from June 2025 to September 2026~~removal.

~~Stage~~What we believe differentiates us is our ability to embed carbon removal directly into essential infrastructure products like roads, and generate verified carbon removal credits from every mile paved. Unlike firms focused solely on offset trading or dMRV, we deliver physical carbon drawdown through material innovation, creating a defensible position at the intersection of ~~Operation~~two massive and converging industries: construction and climate.

~~The~~At ~~Company~~this ~~has~~time, ~~diversified~~we ~~into~~do ~~the~~not ~~green~~face ~~industry~~direct ~~with~~competition ~~its~~in ~~acquisition~~the development and commercialization of ~~Bio~~carbon-sequestering ~~Resources~~asphalt. ~~Ltd~~We ~~(“BRL”),~~are the ~~beneficial~~first ~~and/or~~to ~~registered~~establish ~~proprietor~~a offully ~~the~~validated ~~intellectual~~and ~~property~~licensable ~~known~~Net asZero ~~“Catalytic~~Blueprint ~~Biofraction~~for ~~Process”~~asphalt, ~~which is~~ a ~~slow~~model ~~pyrolysis~~that ~~process~~enables ~~using~~the aproduction ~~proprietary~~of ~~catalyst~~cold-applied, tobiochar-infused ~~depolymerise~~asphalt ~~palm~~while ~~biomass~~generating ~~wastes~~certified ~~(empty~~carbon ~~fruit~~removal ~~bunches~~credits. orThis ~~palm~~blueprint ~~kernel~~was ~~shells)~~proven inthrough ~~temperature~~successful ~~range~~trials ofat ~~350~~the ~~degree~~NCAT ~~Celsius~~Test toTrack ~~500~~and ~~degree~~has ~~Celsius~~been tocertified ~~yield~~by ~~commercially~~Puro.earth, ~~valuable~~the ~~bio~~leading ~~products:~~global ~~bio-oil,~~standard ~~wood~~for ~~vinegar~~engineered ~~(pyroligneous~~carbon ~~acid),~~removal. ~~biochar~~It ~~and~~is ~~bio-syngas.~~already ~~The~~commercially ~~intellectual~~validated ~~property~~through isearly acredit ~~second-generation~~purchases ~~pyrolysis~~by ~~process~~a ~~where~~major ~~non-food~~financial ~~feedstock~~institution ~~like~~and ~~the~~as ~~palm~~evidenced ~~biomass~~by ~~wastes~~our isentry ~~used~~into asthe ~~feedstock~~Ergon License.

~~The~~Rather ~~Company’s~~than ~~BioFraction~~competing ~~technology~~with ~~produces~~existing ~~high-quality~~hot ~~raw~~mix ~~biochar~~asphalt ~~using~~producers, ~~recycled~~our ~~organic~~model ~~biomass~~presents ~~from~~a ~~the~~paradigm ~~dairy~~shift, ~~palm,~~offering ~~and~~existing ~~other~~producers ~~natural~~a ~~resource~~new ~~industries~~revenue-generating opportunity. ~~The~~By ~~Company~~licensing ~~also~~our ~~produces~~blueprint, ~~activated~~traditional producers can transition to cold-based biochar, ~~which~~asphalt ~~undergoes~~without ~~further~~overhauling ~~processing~~their ~~combined~~existing ~~with~~equipment ~~natural~~or ~~enzymes~~vendor relationships. This not only eliminates the need for energy-intensive burners and dramatically reduces GHG emissions, ~~minerals~~but also allows for year-round operations, ~~and~~including ~~microbial~~in ~~additives~~winter, potentially increasing both positive environmental impact and profitability.

~~Biochar~~While ~~can~~other becompanies in the ~~key~~infrastructure ~~component~~or ~~towards~~sustainability ~~rebuilding~~space ~~and~~may ~~enhancing~~have ~~coral~~more ~~life~~resources ~~and~~or ~~marine~~legacy ~~ecosystems~~experience ~~throughout~~in ~~coastal~~producing ~~regions.~~green ~~The~~materials, ~~Company~~no ~~will~~other ~~explore~~company ~~developing~~to ~~blue~~date ~~carbon~~has ~~technologies~~combined ~~using~~asphalt ~~biochar~~production aswith ancertified ~~additive within~~ carbon~~-negative~~ ~~cement~~credit ~~mixtures that can be molded into a variety of useful marine structures and environments~~generation. We ~~have~~believe ~~begun~~our ~~research~~ability ~~and~~to ~~development~~monetize ofdecarbonization ~~various~~through ~~biochar~~a ~~cement compound mixtures~~scalable, ~~such~~licensable asmodel ~~raw~~places ~~atmospheric~~us ~~injected~~at ~~CO2,~~the ~~precast~~forefront ~~eco-friendly~~of ~~cement.~~engineered Wecarbon ~~will~~removal ~~engage international~~ and ~~regional~~gives ~~industry~~us ~~experts, institutes and educational communities, focused towards developing~~ a ~~unique~~significant ~~line~~first-mover ~~of blue carbon capturing products for coastal aquatic and marine environments~~advantage.

~~The~~10 ~~Company~~Table isof working alongside lawmakers that will assist in shaping future climate bills, where increased standards and beneficial solutions in agriculture can be implemented to help aid with further political legislation towards climate mitigation and adaptation. We will engage key stakeholders to develop licensed and accountable measures that will assist in shaping and defining a sustainable credit exchange for the commercial market.Contents

On August 7, 2023, the Company announced a momentous partnership with Green Carbon Industries (“GCI”), securing exclusive access to their invaluable intellectual property (IP) rights. This groundbreaking collaboration lays the foundation for revolutionary infrastructure development, marked by innovative biochar asphalt showcase projects within the United States. These projects complement GCI’s established successes in the Asia Pacific (APAC), Middle East, and Africa regions. Our ~~shared~~Competitive commitment revolves around validating the concept’s feasibility and scalability for carbon sequestration, thereby transforming global infrastructure development, and proactively addressing pressing environmental challenges. Subsequently on May 15, 2024, the Company and GCI mutually agreed to terminate the collaboration laid out in this partnership in its entirety.Advantages

~~Biochar-asphalt,~~Despite anthe ~~innovative,~~competitive ~~eco-friendly,~~nature ~~high~~of ~~performance,~~our ~~and~~industry ~~cost-saving alternative to conventional high CO2 footprint asphalt production~~ and ~~installation, holds immense promise in addressing environmental concerns. Through~~ the ~~integration~~relatively ~~and~~small ~~extensive~~size ~~utilization~~ of ~~biochar~~our –company, awe ~~carbon-rich~~believe ~~material~~we ~~derived~~have ~~from~~certain ~~organic~~competitive ~~waste~~advantages, ~~the Company aims to reduce carbon emissions~~ and ~~the~~we ~~carbon~~believe ~~footprint~~we ofwill ~~infrastructure~~be ~~projects.~~able ~~The~~to ~~American~~capture ~~showcase~~a ~~projects~~good ~~will~~market ~~serve~~share asthrough ~~compelling evidence of~~ the technology’s capability in carbon sequestration, efficiently mitigating greenhouse gas, enhancing durability and cost efficiencies, all while simultaneously addressing pressing environmental challenges.following:

In· ~~2023~~Scalable Licensing Model: We plan to implement a global licensing model that will enable building materials companies to integrate our proprietary technologies into their existing operations. We believe this capital-light approach allows us to scale quickly without the costs of manufacturing or installation. By partnering with companies that already have infrastructure and market access, ~~Puro~~we accelerate adoption, expand our impact, and enable the local generation of carbon-negative materials and credits.~~earth~~ Freed from production, we can focus on innovation, while our partners focus on regulatory alignment and customer fit in their respective markets. · Next-Generation Road Technologies: Our products have been tested and shown to be more durable, cost-effective, and environmentally friendly than traditional hot mix asphalt for surface courses and cement- or lime-based methods for soil stabilization. · Carbon Impact: Our products can help contractors and infrastructure companies reduce their Scope 1 emissions (direct GHG emissions), Scope 2 emissions (indirect GHG emissions from the ~~world~~generation of energy that an organization consumes), and Scope 3 emissions (indirect GHG emissions that occur throughout an organization’s ~~foremost~~value ~~crediting~~chain ~~platform~~as ~~for~~a ~~durable~~result of its activities), enabling a path toward net-zero operations. Compared to traditional hot-mix asphalt products, our cold-mix biochar asphalt produces fewer emissions, including by eliminating high-temperature processing and requiring less electricity during manufacturing, being fully recyclable, and taking advantage of local and low-carbon ~~removal~~sourcing of raw material inputs. · Carbon Credit Generation: Unlike traditional materials, ~~officially~~our ~~registered~~solutions enable the ~~Company~~creation asof averified carbon removal credits, opening new revenue streams for our company, our commercial partners and their customers while helping them meet ESG and Net Zero goals. · Integrated Model: We combine proprietary building material technologies with carbon credit generation, offering both product and environmental value. · Verified Carbon Removal: ~~Credit~~Our ~~supplier~~use asof ~~part~~biochar enables the generation of ~~its~~third-party ~~Accelerate~~certified ~~program~~carbon removal credits, backed by measurable data. ~~This~~· ~~partnership~~Asset-Light ~~was~~Expansion: ~~formalized~~Through ~~through~~licensing aagreements ~~platform~~and ~~agreement~~local ~~signed~~commercial incollaborations, ~~April~~we ~~2023~~believe we can scale efficiently without heavy capital investment. It· isPolicy ~~worth~~and ~~noting~~ESG ~~that~~Alignment: ~~Puro~~Our solution aligns with global Net Zero targets, Scope 1,2, and 3 emissions reductions, and climate-resilient procurement policies.~~earth~~ ~~was~~· ~~acquired~~First-Mover byPositioning: ~~Nasdaq~~We believe we are among the first to successfully commercialize asphalt-integrated biochar with verified carbon credits in ~~June~~the ~~2021~~United States.

~~Furthermore,~~11 ~~the~~Table ~~Company’s endeavors are poised to unlock revenue opportunities by generating Carbon Removal Credits (CORCs). This critical step incentivizes the broader adoption~~ of climate technologies and enables the Company to supply these credits to companies seeking to offset their carbon footprint in pursuit of net-zero objectives. Simultaneously, this approach creates an additional and substantial revenue stream for the Company.Contents

10While ~~Table~~this ofmarket ~~Contents~~is highly competitive, we believe in our competitive advantages. We are focusing on the following strategies to further expand our horizons and fuel further growth:

On· ~~August~~Commercial ~~30,~~Licensing: ~~2023,~~Now ~~the~~that ~~Company~~we ~~achieved~~have aentered ~~significant~~into ~~milestone by conducting~~ the ~~first-ever~~Ergon ~~biochar-asphalt~~License ~~installation~~which incovers the United States, ~~just outside of Chicago~~Canada, ~~Illinois.~~and ~~Subsequently~~Mexico, we ~~replicated~~plan ~~this~~to ~~success~~foster atsimilar ~~our~~strategic ~~own~~relationships ~~facility~~with innational Laand ~~Belle,~~regional ~~Missouri.~~infrastructure Ascompanies aglobally ~~testament~~ to license our ~~efforts,~~asphalt weformulations ~~have~~and ~~already~~biochar ~~received~~technologies. ~~Letter~~· Biochar Supply Network: Expand a decentralized supply chain of ~~Intent~~biochar ~~(LOI),~~processors through IP licensing and weofftake ~~are~~agreements. ~~confident~~· ~~that~~Carbon ~~our~~Credit ~~transition~~Monetization: ~~from~~Scale ~~mining~~the togeneration ~~climate-tech~~and sale of carbon removal credits through verified methodologies and ~~the~~corporate ~~green~~buyers. ~~economy~~· ~~will~~Geographic ~~yield~~Expansion: ~~tremendous~~Grow ~~results~~our ~~for~~presence ~~the~~across ~~company~~North inAmerica ~~the~~and ~~years~~Southeast ~~ahead~~Asia by leveraging early success and demand from infrastructure owners.

On October 23, 2023, the Company, through its wholly-owned subsidiary VRI, entered into a Services Agreement with Donald R. Fosnacht to engage him as National Certification and Extensive BCR (Biochar Carbon Removal) Implementation Specialist to develop and implement a comprehensive strategy to obtain national and regional certification and endorsement for carbon net-negative construction products with high biochar content, encompassing asphalt, concrete, and soil stabilization as designated in the Services Agreement.Seasonality

OnOur ~~June~~cold 1,mix ~~2024,~~asphalt ~~the~~can ~~Company~~be ~~entered~~produced ~~into~~year-round aand ~~Services~~is ~~Agreement~~well-suited ~~with~~for ~~Dale~~stockpiling, ~~Ludwig~~allowing tofor ~~engage~~placement ~~him~~in asvirtually ~~Strategic~~any ~~Advisor~~season, toincluding ~~maintain~~in ~~and~~colder ~~build~~climates ~~strong~~where ~~relationships~~traditional ~~with~~hot ~~policymakers~~mix atasphalt ~~both~~cannot ~~state~~be ~~and~~applied. ~~federal~~While ~~levels,~~seasonality ~~collaborate~~may ~~with~~influence ~~Missouri~~construction ~~Department~~activity ~~of Transportation~~timing, ~~build~~particularly ~~relationships~~in ~~with~~winter-prone ~~Missouri Asphalt Pavement Association (MAPA) members~~regions, ~~collaborate~~it ~~with~~does ~~Missouri~~not ~~contractors~~impact ~~to encourage~~ the ~~use~~production, ~~of the Company's technologies~~storage, ~~identify~~or ~~current~~licensing ~~biochar producers in Missouri and engage with the Missouri Department~~ of ~~Economic~~our ~~Development~~technologies.

OnAs ~~June 27, 2024, the Company entered into an agreement with The National Center for Asphalt Technology at Auburn University ("NCAT") to undertake~~ a ~~3-year Performance Testing Project titled “Structural Capacity of Sustainable Pavement”. The Project~~result, ~~led~~our bybusiness ~~Dr.~~operations ~~Nam~~are ~~Tran,~~not ~~Associate~~materially ~~Director~~affected ~~and Research Professor at NCAT, will involve comprehensive performance testing on the NCAT Test Track in Opelika, Alabama. This facility, sponsored~~ by ~~various state Departments of Transportation (DOTs) and in partnership with the Minnesota Road Research Facility (MnROAD), is dedicated to advancing sustainable pavement technologies~~seasonality. ~~The~~We ~~NCAT~~maintain ~~Test Track will be constructed in~~ the ~~summer~~ability ~~of 2024~~ to ~~evaluate cutting-edge technologies that utilize enzymes to treat expansive soils and stabilize marginal base materials~~license, ~~potentially reducing or eliminating the need for carbon-intensive materials such as hydrated lime and Portland cement. Additionally~~supply, ~~integrating biochar from biomass pyrolysis into enzyme-treated pavement materials is expected to improve performance, substantially reduce greenhouse gas (GHG) emissions,~~ and ~~sequester~~support ~~carbon~~deployment ~~dioxide. This pioneering approach is projected to generate Carbon Removal Credits upon completion of the test track installation, proving the viability of this next~~year-generation blueprint for net-zero road construction. The Company is confident in its technology and aspires to attain the highest level of certification from NCAT. Success in this Project is expected to drive widespread adoption of a net-zero road construction blueprint by DOTs across the United States and the federal DOT. Additionallyround, ~~the~~ensuring ~~substantial~~consistent ~~Carbon~~commercial ~~Removal~~activity ~~Credits generated will create a significant~~ and ~~separate~~project ~~revenue~~readiness ~~stream~~regardless ~~for the Company. The Project is expected to conclude in September 2027, with the first draft~~ of ~~the final report expected in spring 2027~~climate.

~~Employees~~Intellectual Property

AsWe ofcurrently ~~September~~maintain 1rights to the key technologies we use. Verde V24, ~~2024~~which is used in our cold mix biochar asphalt mix design, the ~~Company~~TerraZyme ~~has~~enzyme, and the ~~following~~catalytic ~~employees:~~BioFraction process, are all held as trade secrets.

Senior Management			5
Sales and Marketing			4
Production			4
Information System Technology			1
Administration / Finance / HR			5
Total			19

Through our Joint Development Agreement with C-Twelve, filed as Exhibit 10.2 to this Annual Report, and the related addendum, filed as Exhibit 10.3 to this Annual Report (collectively, the “C-Twelve Agreement”), we hold an exclusive license in the United States, Canada and Mexico to produce and sell end-product asphalt surface course materials containing Verde V24 and have the option to sub-license use of Verde V24 to produce end-product asphalt surface course materials. Pursuant to the C-Twelve Agreement, we are required to pay C-Twelve a $1 million exclusive licensing fee and concurrently provide C-Twelve a $2 million loan (the “C-Twelve Loan”). We are required to fund the C-Twelve Loan and the $1 million licensing fee to C-Twelve (the proceeds of which are expected to be used by C-Twelve in part to enhance its Verde V24 manufacturing capability) within thirty (30) days of closing of a transaction in which our Common Stock becomes listed on a U.S. national exchange, provided that if such funding is not achieved by July 31, 2026, C-Twelve shall have the right, on ten (10) business days’ notice, to hold us in breach of the Joint Development Agreement. The C-Twelve Agreement also provides for a potential conditional fee payment to C-Twelve in 2027 based on agreed to minimum amounts of liters of Verde V24 which we may purchase from C-Twelve.

14We ~~and~~currently 5have ofaccess ~~our~~to ~~employees~~the ~~are~~TerraZyme ~~located~~enzyme inthrough ~~Malaysia~~a ~~and~~Memorandum of Understanding (the ~~United~~“NPI ~~States,~~MOU”) ~~respectively~~with Nature Plus Inc. ~~None~~(“NPI”). ofWe entered into the MOU with NPI to formalize our ~~employees~~collaboration ~~are~~on ~~members~~the NCAT test track project discussed above and to explore possible subsequent business opportunities arising from the successful completion of the NCAT testing, including a ~~trade~~possible ~~union~~license for TerraZyme. WeThe ~~believe~~NPI ~~that~~MOU weis ~~maintain~~effective ~~good~~until ~~relationships~~December ~~with~~31, ~~our~~2026, ~~employees~~or ~~and~~until ~~have~~earlier ~~not~~replacement ~~experienced~~by ~~any~~a ~~strikes~~definitive oragreement. ~~shutdowns~~We ~~and~~are ~~have~~currently ~~not~~in ~~been~~negotiations ~~involved~~with inNPI ~~any~~for ~~material~~a ~~labor~~definitive ~~disputes~~agreement that would contain an exclusive worldwide license to our company for TerraZyme.

WeOur ~~are~~subsidiary, ~~required~~Bio toResources ~~contribute~~Limited to(“BRL”) is the ~~Employees~~proprietor ~~Provident~~of ~~Fund~~a technical process known as the “Catalytic Biofraction Process” (~~EPF~~the “Biofraction Process”) ~~under~~and aan ~~defined~~exclusive ~~contribution~~license ~~pension~~is ~~plan~~assigned ~~for~~to ~~all~~our ~~eligible~~other ~~employees~~subsidiary, inVerde Resources (Malaysia) ~~between~~Sdn Bhd (“Verde Malaysia”), for the ~~ages~~application of ~~eighteen~~the ~~and~~Biofraction ~~seventy~~Process in our facilities in Borneo. WeThe ~~are~~Biofraction ~~required~~Process tois ~~contribute~~a slow pyrolysis process using a ~~specified~~proprietary ~~percentage~~catalyst ofto ~~the~~depolymerize ~~participant’s~~palm ~~income~~biomass ~~based~~wastes on(empty ~~their~~fruit ~~ages~~bunches ~~and~~or ~~wage~~palm ~~level.~~kernel ~~The~~shells) ~~participants~~in ~~are~~temperature ~~entitled~~range of 350 degrees Celsius to ~~all~~500 ofdegrees ~~our~~Celsius ~~contributions~~to ~~together~~yield ~~with~~commercially ~~accrued~~valuable ~~returns~~bio ~~regardless~~products: ofbio-oil, ~~their~~wood ~~length~~vinegar of(pyroligneous ~~service~~acid), ~~with~~biochar ~~the~~and ~~Company~~bio-syngas. The intellectual property is a second-generation pyrolysis process where non-food feedstock like palm biomass wastes is used as feedstock.

~~The~~We ~~EPF~~hold isno issued patents at this time. However, we have filed a ~~social~~provisional ~~security~~patent ~~institution~~in ~~formed~~the ~~according~~United States covering our complete cold mix asphalt design and system, including Verde V24, which is central to its performance. Under the ~~Laws~~terms of ~~Malaysia,~~the ~~Employees~~C-Twelve ~~Provident~~Agreement, ~~Fund~~we ~~Act~~have ~~1991~~agreed ~~(Act~~not ~~452)~~to ~~which~~prosecute ~~provides~~the ~~retirement~~U.S. ~~benefits~~provisional patent for ~~members~~Verde ~~through~~V24 ~~management~~and ensure that it is voluntarily withdrawn within 30 days of ~~their~~C-Twelve ~~savings~~lodging ina anU.S. ~~efficient~~patent ~~and~~application. ~~reliable~~Additionally, ~~manner~~C-Twelve has agreed that any patent application filed in the U.S. ~~The~~claiming ~~EPF~~priority ~~also~~from ~~provides~~its aAustralian ~~convenient~~provisional ~~framework~~patent ~~for~~application ~~employers~~will tobe ~~meet~~filed ~~their~~jointly ~~statutory~~in the name of C-Twelve and ~~moral~~us, ~~obligations~~and tothat ~~their~~we ~~employees~~have a 50% interest and right of title for the U.S. patent application for Verde V24.

We ~~intend~~continue to ~~hire~~see ~~more~~trade ~~staff~~secret protections as essential to ~~assist~~maintain inthe secrecy of the ~~development~~proprietary formulations we use and ~~execution~~we believe trade secret protections reduce the risk of reverse engineering our ~~business~~technologies. ~~operations~~However, we also believe there is significant value to be gained from seeking patent protection of our larger systems that integrate our trade secret technologies, including the ability to enforce such patents against any parties who may infringe upon them. As we grow, our plan is to invest more in registered patent protection to the extent we feel such protection is superior to trade secret protection, which has the benefit of maintaining the privacy of critical aspects of our technology.

~~Government~~As our proprietary rights to our key technologies are currently in the form of trade secrets, which we seek to protect by entering into non-disclosure and ~~Industry~~confidentiality ~~Regulations~~agreements with parties who have access to such technologies, and not protected by patents or other more secured means, we face significant risks related to our limited ability to enforce confidentiality or enforce a claim that a party illegally disclosed or misappropriated any trade secrets, as further discussed under “Risk Factors – If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.”

~~Malaysia~~Governmental ~~has~~Approvals ~~not yet enacted regulations specifically for pyrolysis systems. The Company using a pyrolysis system will operate in designated industrial zones~~ and ~~maintain valid operating and trading licenses that may include Environmental Impact Assessments, and inspections by Malaysian government agencies for health & safety such as Bomba.~~Regulation

11Governmental ~~Table~~Approvals ~~of Contents~~

~~Insurance~~Because our business will be centered around a licensing model and we do not currently produce or manufacture any products, we are not currently aware of any laws or governmental regulations that materially influence our business. We will work in collaboration with our licensees who will be manufacturing, distributing, and installing our technologies, as they engage with state and federal agencies to assist with their achieving full compliance with all applicable regulations, including:

~~Insurance~~· ~~companies~~Construction inmaterial ~~Malaysia~~standards ~~offer~~and ~~limited~~testing ~~business~~protocols; ~~insurance products. While business interruption insurance is available to a limited extent in Malaysia, we have determined that the risks of interruption, cost of such insurance~~ and ~~the~~· ~~difficulties~~Carbon ~~associated~~credit ~~with~~methodologies ~~acquiring~~approved ~~such~~by ~~insurance~~recognized oncertification commercially reasonable terms make it impractical for us to have such insurance. As a result, we could face liability from the interruption of our business as summarized under “Risk Factors - Risks Related to Our Business - We do not carry business interruption insurance so we could incur unrecoverable losses if our business is interrupted.bodies

~~Corporate~~Environmental ~~Information~~Laws

~~Our~~Under ~~corporate~~our ~~and~~licensing ~~executive~~model, ~~office~~manufacturing is ~~located~~carried atout ~~8112~~by ~~Maryland~~our ~~Ave~~licensees, ~~Suite~~who ~~400,~~are Stresponsible for complying with all applicable environmental laws and regulations in their respective jurisdictions. ~~Louis,~~We MOwork ~~63105,~~closely ~~telephone~~with ~~number~~them ~~(314)~~to ~~530~~ensure ~~9071~~adherence to best practices and sustainability standards throughout the production process. Currently we do not experience any material effects from or incur costs related to compliance with environmental regulations.

~~Reports~~12 toTable ~~Security~~of ~~Holders~~Contents

The public may read and copy any materials filed with the SEC at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Company files its reports electronically with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other electronic information regarding New Media and filed with the SEC at http://www.sec.gov.Insurance

~~Near~~We believe our insurance coverage is consistent with the customary practices of companies of comparable size and stage of development and is adequate to support our ongoing operations and planned growth initiatives. We have additionally evaluated the cost, availability, and practicality of obtaining business interruption insurance and determined that, given our transition to an asset-~~term~~light, ~~Requirements~~licensing-based ~~For~~business ~~Additional~~model, ~~Capital~~such coverage is not commercially feasible at this time. As a result, we do not maintain business interruption insurance for our U.S. operations or our overseas facility in Borneo. Consequently, we may be exposed to unrecoverable losses in the event of a disruption to our operations, as further discussed under “Risk Factors – Risks Related to Our Business – We do not carry business interruption insurance and could incur unrecoverable losses if our business is interrupted.”

WeEmployee believe that we will require approximately $2 million over the next 18 months to implement our business plan. For the immediate future, we intend to finance our business expansion efforts through loans and ~~investments~~Human ~~from existing shareholders, financial institutions and investors.~~ Capital

~~Item~~As ~~1A.~~of ~~Risk~~October ~~Factors~~22, 2025, we had the following employees and consultants:

Risks Associated with Verde Resources, Inc.

Senior Management			3
Sales and Marketing			1
Production			2
Information System Technology			5
Administration / Finance / HR			4
Independent Consultants			5
Total			20

We ~~are~~have ~~dependent~~a ontotal ~~certain~~of ~~key~~20 ~~personnel~~employees and ~~loss~~representatives, ofincluding ~~these~~five ~~key~~independent ~~personnel~~consultants. ~~could~~Of ~~have~~these, aeleven ~~material~~are ~~adverse~~based ~~effect~~in onthe United States, including our ~~business~~five consultants. The remaining nine individuals are based in Malaysia, ~~financial~~where ~~condition~~they ~~and~~support ~~results~~local operations under the oversight of ~~operations~~U.S.-based senior management.

~~Mr.~~None ~~Jack~~of ~~Wong,~~ our ~~current~~employees ~~principal executive officer, has extensive contacts and experience in the green climate-tech industry in U.S.A., and we~~ are ~~dependent~~members ~~upon~~of ~~his~~a ~~abilities~~trade ~~and services to develop and market our business~~union. HeWe isbelieve ~~responsible~~we ~~for~~maintain ~~overseeing~~strong ~~all~~relationships ofwith our ~~day-to-day~~team ~~business operations of our operating company~~and, ~~VRI,~~to ~~and its subsidiary VEL~~date, ~~including~~have ~~the operations and negotiations for the sales of its activated biochar and other bio products. We may~~ not beexperienced ~~able to retain the executive officer/manager for~~ any ~~given~~strikes, ~~period~~work ofstoppages, ~~time.~~or ~~The loss of his services could have a~~ material ~~adverse~~labor ~~effect upon our business operations, financial condition and results of operations~~disputes. InWe ~~addition,~~intend ~~we must attract, recruit and retain a sizeable workforce of technically competent employees in U.S.A.~~ to ~~run~~hire ~~our~~more ~~operations.~~staff ~~Our ability~~ to ~~effectively~~assist ~~implement~~in ~~our proposed business strategies and expand our operations will depend upon~~ the ~~successful~~development ~~recruitment~~ and ~~retention~~execution of ~~additional highly skilled and experienced management and other key personnel in U.S.A. If we cannot maintain highly experienced and skilled management teams,~~ our business ~~could fail and you could lose any investment you make in our shares~~operations.

~~The~~Corporate ~~COVID-19~~History and other future pandemics may result in significant deterioration and disruption in national and local economic conditions and record levels of unemployment, which may have a material impact on our business operations.Structure

~~The~~Verde ~~COVID-19~~Resources, ~~and~~Inc. ~~future~~was ~~pandemics~~incorporated ~~may~~on ~~create~~April ~~extensive disruptions to the global economy~~22, ~~to businesses~~2010, ~~and~~in to the ~~lives~~State of ~~individuals throughout the world~~Nevada. ~~Federal~~We ~~and~~currently ~~state governments would~~ have tofour ~~take~~wholly ~~actions~~owned ~~to contain the spread of the disease~~subsidiaries, ~~including~~one ~~quarantines,~~majority-owned ~~travel bans~~subsidiary, ~~closures of businesses~~ and ~~schools,~~three ~~fiscal~~wholly ~~stimulus,~~owned ~~and~~indirect ~~legislation designed to deliver monetary aid and other relief. The spread of COVID-19 has decreased substantially but there may be potential risk to the increased spread of new~~subsidiaries, ~~more transmissible coronavirus variants, the number of individuals diagnosed~~ with ~~COVID-19~~Verde ~~and other future pandemics may increase again. The substantial increase in these infections may cause state and local governments to consider~~Renewables, ~~and in some cases implement, various activity restrictions and containment measures that previously had been lifted~~Inc. ~~The~~acting ~~uncertain~~as ~~future development of the pandemic situations could materially and adversely affect~~ our ~~business~~primary ~~operations~~operating company.

~~Impact~~13 ofTable ~~current global economic climate has increased uncertainty~~ of ~~our future operations~~Contents

~~Impact~~The offollowing ~~changes~~diagram inillustrates ~~global~~our ~~economic~~current ~~conditions,~~corporate ~~including~~structure: ~~inflation, has increased uncertainty of our business operations.~~

~~Changes~~ The infollowing ~~global~~paragraphs ~~economic~~discuss ~~conditions~~our reclassifications, ~~including inflation which resulted in lower consumer confidence~~mergers, ~~may continue to have negative impact on our business~~consolidations, ~~revenues~~ and ~~earnings.~~non-ordinary ~~Inflation~~course ~~rates~~purchases ~~have increased~~ and ~~may~~sales ~~continue~~of tosignificant ~~rise.~~assets ~~Our~~throughout ~~suppliers may continue to raise prices that we may not be able to pass on to~~ our ~~customers.~~corporate ~~This may continue to affect our business, including our competitive position, market share, revenues and profit margins~~history.

~~Impact~~Acquisition of ~~global~~Verde ~~tensions~~Resources ~~may~~Asia ~~increase~~Pacific ~~uncertainty~~Limited ~~of our future operations.~~

~~The~~ On ~~global~~October ~~tensions~~25, ~~arising~~2013, ~~from~~we entered into an Assignment Agreement for the ~~Ukraine-Russian~~Assignment ~~war~~of ~~and~~Management ~~Hamas-Israel~~Right ~~war~~in ~~may~~Merapoh ~~result~~Gold Mines in ~~disruptions~~Malaysia (the “Assignment Agreement”) with Federal Mining Resources Limited (“FMR”), a company incorporated under the laws of the British Virgin Islands. FMR owned 85% equity interest in Champmark Sdn Bhd, a private limited liability company incorporated in Malaysia. CSB the ~~broader~~Mining ~~global~~Contractor ~~economic~~of ~~environment~~the Mining Lease for Site IV-1 at the Merapoh Gold Mine (the “Mining Lease”) under the Contract for Work with MMC Corporation Berhad, the Permit Holder of the Mining Lease.

12 Under ~~Table~~the terms of ~~Contents~~the Assignment Agreement, FMR had assigned its management rights of CSB’s mining operation in the Mining Lease to us, through FMR’s wholly-owned subsidiary Verde Resources Asia Pacific Limited in exchange for 80,000,000 shares of our Common Stock, which constituted 95.26% of our issued and outstanding capital stock as of and immediately after the consummation of the acquisition. VRAP was formed on February 7, 2013, by FMR to monitor the CSB operation. The acquisition of 100% of the issued and outstanding capital stock of VRAP was agreed upon on October 18, 2013, and completed on October 25, 2013. Pursuant to the Assignment Agreement, and a Supplementary Agreement dated February 17, 2014, on further clarifications to the Assignment Agreement signed by the Company with FMR, FMR’s 100% interest in VRAP was transferred to us at a consideration of one dollar ($1.00).

WeOn ~~are~~April ~~subject~~1, to2014, the ~~many~~Board ~~risks~~of Directors of ~~doing~~VRAP ~~business~~notified ~~internationally,~~FMR ~~including~~of ~~but~~the ~~not~~decision ~~limited~~to exercise its option to purchase an 85% equity interest of CSB pursuant to Section 3.2.4 of the ~~difficulty~~Management Agreement dated July 1, 2013, between VRAP and FMR. This acquisition was completed on April 1, 2014, with consideration of ~~enforcing~~$1, ~~liabilities~~and inVRAP ~~foreign~~then ~~jurisdictions~~became an 85% shareholder of CSB.

WeWith ~~are a Nevada corporation and, as such, are subject to~~ the ~~jurisdiction~~above ~~of the State of Nevada and the United States courts for purposes of any lawsuit~~transactions, ~~action~~VRAP orbecame ~~proceeding by investors. An investor would have the ability to effect service of process in any action against the Company within the United States. In addition, we are registered as~~ a ~~foreign~~wholly-owned ~~corporation~~subsidiary ~~doing business in Malaysia, and as such, are subject to the local laws~~ of ~~Malaysia~~our ~~governing~~company ~~an investors’ ability to bring actions in foreign courts~~ and ~~enforce liabilities against a foreign private issuer~~CSB, orits ~~any~~85% ~~person,~~deemed ~~based~~indirect ~~on U~~subsidiary.~~S. federal securities laws.~~

~~Investors~~14 ~~may~~Table ~~experience difficulties in effecting service~~ of ~~legal process, enforcing foreign judgments or bringing original actions in Malaysia based upon U.S. laws, including the federal securities laws or other foreign laws against us or our management.~~Contents

~~Some~~Acquisition of ~~our~~Biofraction ~~current~~Facility ~~operations are conducted in Malaysia,~~ and ~~some~~Catalytic ofBiofraction our directors and officers are nationals and residents of Malaysia and other foreign countries. All or substantially all of the assets of these persons are located outside the United States and in other foreign countries. As a result, it may not be possible to effect service of process within the United States or elsewhere outside Malaysia upon these persons. In addition, uncertainty exists as to whether the courts of Malaysia would recognize or enforce judgments of U.S. courts obtained against us or such officers and/or directors predicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or be competent to hear original actions brought in Malaysia against us or such persons predicated upon the securities laws of the United States or any state thereof.Process

~~Failure~~On May 10, 2021, we announced the Sale and Purchase Agreement (the “S&P Agreement”) to ~~comply~~acquire ~~with~~the assets of a biofraction plant and the ~~United~~“right ~~States~~to ~~Foreign~~use” ~~Corrupt~~intellectual ~~Practices~~property ~~Act~~license ~~could~~for ~~subject~~the usCatalytic Biofraction Process in Sabah, Malaysia from Borneo Energy Sdn Bhd, in exchange for the issuance of 166,666,667 shares of our Common Stock at a price of $0.03 per share, for an aggregate value of $5,000,000. 135,666,667 shares and 31,000,000 shares were issued to ~~penalties~~Borneo Energy Sdn Bhd on May 10, 2021, and ~~other~~July ~~adverse~~1, ~~consequences~~2021, respectively. The acquisition from Borneo Energy Sdn Bhd the assets of its biofraction plant and the right to use its intellectual property license in Sabah, Malaysia was completed on February 24, 2023.

We ~~are~~also ~~subject~~announced toour ~~the~~entry ~~United~~into ~~States~~a ~~Foreign~~Share ~~Corrupt~~Sale ~~Practices~~Agreement ~~Act~~on May 12, ~~which~~2021, ~~generally~~for ~~prohibits~~the ~~U.S.~~acquisition ~~companies~~of the entire issued and paid-up share capital of Bio Resources Limited from ~~engaging~~various inunrelated ~~bribery~~third orparties, ~~other~~including ~~prohibited~~Taipan ~~payments~~International toLimited, ~~foreign~~The ~~officials~~Wision Project Limited, and other individuals, in consideration for the ~~purpose~~issuance of ~~obtaining~~321,500,000 orshares ~~retaining~~of ~~business~~our Common Stock at price of $0.03 Inper ~~addition~~share, wefor ~~are~~an ~~required~~aggregate tovalue ~~maintain~~of ~~records~~$9,645,000, ~~that~~and ~~accurately~~the ~~and~~issuance ~~fairly~~of ~~represent~~promissory ~~our~~notes ~~transactions~~with ~~and~~a ~~have~~two-year term period in an ~~adequate~~aggregate ~~system~~principal amount of ~~internal~~$20,355,000. ~~accounting~~A ~~controls.~~total ~~Foreign~~of ~~companies~~321,500,000 ~~including~~shares ~~some~~and ~~that~~the ~~may~~promissory ~~compete~~notes ~~with~~were usissued on May 12, ~~are~~2021. ~~not~~The ~~subject~~principal toamount ~~these~~of ~~prohibitions~~the promissory notes was repayable by May 12, 2023, and ~~therefore~~bore ~~may~~a ~~have~~zero coupon interest. On January 20, 2022, we reached a ~~competitive~~mutual ~~advantage~~agreement ~~over~~with ~~us.~~the ~~Our~~lenders ~~executive~~of ~~officers~~the ~~and~~promissory ~~employees~~notes ~~have~~to ~~not~~enter ~~been~~into ~~subject~~a Supplement to Promissory Note with each lender to convert the ~~United~~total ~~States~~principal ~~Foreign~~loan ~~Corrupt~~amount ~~Practices~~of ~~Act~~$20,355,000 ~~prior~~into toshares ~~2010~~of our Common Stock, at a price per share of $0.0611, Ifwhich ~~our~~represented ~~employees~~the orprevious ~~other~~ninety ~~agents~~(90) ~~are~~days’ ~~found~~volume toweighted ~~have~~average ~~engaged~~price in(VWAP) ~~such~~as ~~practices,~~of wethe ~~could~~market ~~suffer~~closing ~~severe~~of ~~penalties~~January ~~and~~19, ~~other~~2022, ~~consequences~~with ~~that~~such ~~may~~shares ~~have~~of Common Stock to issued at a ~~material~~later ~~adverse~~date ~~effect~~under separate agreement. The acquisition of BRL was consummated on ~~our~~October ~~business~~12, ~~financial~~2022. ~~condition~~The ~~and~~shares ~~results~~issuable upon conversion of ~~operations~~the promissory notes were issued on December 9, 2022.

~~Climate~~Settlement ~~change~~of ~~and~~Debt ~~related legislative and regulatory initiatives may result in operational changes and expenditures that could significantly impact our business.~~Agreement

~~The~~On ~~current~~June ~~and~~9, ~~anticipated~~2021, ~~effects~~we ofentered ~~climate~~into ~~change~~a ~~are~~Settlement ~~creating an increasing level~~ of ~~concern~~Debt ~~for~~Agreement (the ~~state~~“Debt ofSettlement ~~the~~Agreement”) ~~global~~with ~~environment.~~certain Asof aour ~~result~~creditors, ~~political~~including ~~and~~Beijing ~~social~~Changxin ~~attention~~Wanlin toTechnology ~~the~~Co., ~~issue~~Ltd, ofFederal ~~climate~~Mining ~~change~~Resources ~~has increased. In recent years~~Ltd, ~~governments~~Federal ~~across~~Capital ~~the~~Investment ~~world~~Limited ~~have~~and ~~entered~~Yorkshire ~~into~~Capital ~~international~~Limited ~~agreements~~(collectively tothe ~~attempt~~“Creditors”) to ~~reduce~~convert ~~global~~a ~~temperatures,~~total inof ~~part by limiting greenhouse gas emissions. The U.S. Congress~~$1,945,096 ~~state~~of ~~legislatures~~our ~~and~~accounts ~~federal~~payable ~~and~~to ~~state~~the ~~regulatory~~Creditors ~~agencies~~into ~~have~~equity ~~continued~~by toissuing ~~propose~~64,836,533 ~~and~~new ~~advance~~shares ~~numerous~~of ~~legislative~~our ~~and~~Common ~~regulatory~~Stock ~~initiatives~~at ~~seeking~~a toprice ~~mitigate~~per ~~the~~share ~~effects~~ of ~~climate change~~$0.03. ~~Such~~As ~~initiatives~~set ~~have~~out ~~been~~in ~~pursued~~the ~~with~~Debt ~~rigor~~Settlement ~~under~~Agreement, the ~~current~~new ~~Administration.~~issued Toshares ~~the~~for ~~extent~~settlement ~~that~~of ~~these~~the ~~initiatives~~account ~~lead~~payable to ~~the~~Beijing ~~promulgation~~Changxin ofWanlin ~~new~~Technology ~~regulations~~Co., orLtd, ~~supervisory~~Federal ~~guidance~~Mining ~~applicable~~Resources toLtd ~~the~~and ~~Company,~~Federal weCapital ~~would~~Investment ~~expect~~Limited were issued to ~~experience~~their ~~increased~~nominee ~~compliance~~Internet.com ~~costs~~Ltd ~~and~~on ~~other~~June ~~compliance-related~~9, ~~risks~~2021.

IfBiofraction weFactory ~~fail to maintain effective internal controls over financial reporting, the price of our common stock may be adversely affected.~~Expansion

~~Malaysian~~On ~~companies~~June ~~may~~11, ~~not~~2021, ~~always~~VRAP ~~adopt~~entered into a ~~Western~~Sale ~~style~~and Purchase of ~~management~~Assets ~~and~~Agreement ~~financial~~(the ~~reporting~~“SPA ~~concepts~~Agreement”) ~~and~~to ~~practices,~~purchase ~~which~~a ~~includes~~factory ~~strong~~site ~~corporate~~from ~~governance,~~a ~~internal~~Malaysian ~~controls and computer~~company, ~~financial~~Segama ~~and~~Ventures ~~other~~Sdn ~~control~~Bhd ~~systems.~~(“Segama ~~In addition~~Ventures”), ~~we may have difficulty~~ in ~~hiring~~order ~~and~~to ~~retaining~~expand aour ~~sufficient~~BioFraction ~~number~~plant ~~of qualified employees to work~~ in Borneo, Malaysia. AsUnder athe ~~result~~terms of ~~these~~the ~~factors,~~SPA ~~we may experience difficulty in establishing management~~Agreement, ~~legal~~the ~~and~~acquisition ~~financial~~would ~~controls,~~be ~~collecting~~satisfied ~~financial~~by ~~data~~payment ~~and~~to ~~preparing~~Segama ~~financial~~Ventures ~~statements, books~~ of ~~account~~an ~~and~~aggregate ~~corporate~~total ~~records~~of ~~and~~$1,600,000 ~~instituting~~in ~~business practices that meet Western standards for foreign subsidiaries. As a result~~cash, wewhich ~~may~~would ~~experience~~be ~~difficulties~~paid in ~~implementing~~two ~~and~~instalments ~~maintaining~~of ~~adequate~~$800,000 ~~internal~~each, ~~controls~~with asone ~~required~~payment ~~under~~due ~~Section~~upon ~~404~~signing of the ~~Sarbanes-Oxley~~SPA ~~Act of 2002. This could result in significant deficiencies or material weaknesses in our internal controls~~Agreement, ~~which~~and ~~could impact~~ the ~~reliability~~second ofpayment ~~our~~due ~~financial~~within ~~statements~~three ~~and~~(3) ~~prevent~~months us from ~~complying with SEC rules and regulations and~~ the ~~requirements~~date of the ~~Sarbanes-Oxley~~SPA ~~Act of 2002~~Agreement. ~~Any~~A ~~actual~~deposit orof ~~perceived~~$800,000 ~~weaknesses~~was ~~and~~paid ~~conditions that need~~ to beSegama ~~addressed~~Ventures inon ~~our~~June ~~internal~~10, ~~control~~2021. ~~over~~On ~~financial~~March ~~reporting~~2, ~~disclosure~~2022, ofhowever, ~~management’s~~VRAP ~~assessment~~entered ofinto ~~our~~a ~~internal~~Cancellation ~~controls~~of ~~over~~Sale ~~financial~~and ~~reporting~~Purchase ~~or disclosure~~ of ~~our~~Assets ~~public~~Agreement ~~accounting~~(“Cancellation ~~firm’s~~Agreement”) ~~attestation~~for tothe orcancellation ~~report~~of onthe ~~management’s~~Sale ~~assessment~~and Purchase of ~~our~~Assets ~~internal~~Agreement ~~controls~~to ~~over~~purchase ~~financial~~the ~~reporting~~factory ~~may~~site ~~have~~from anSegama ~~adverse~~Ventures ~~impact~~that onwas ~~the~~signed ~~price~~on ofJune ~~our~~11, ~~Common Stock~~2021.

13Simultaneously, ~~Table~~on March 2, 2022, through VRAP, we entered into a Commercial Lease Agreement and Option to Purchase (“Lease Agreement”) for renting the factory site from Segama Ventures for a lease term of ~~Contents~~seven (7) years (“Lease Term”) at a monthly rental of MYR 36,000 ($8,571). The rental for the entire Lease Term amounts to the sum of MYR 3,024,000 ($720,000) (the “Lease Payment”) which was required to be paid in advance upon commencement of the Lease Agreement together with a payment of security deposit for the sum of MYR 336,000 ($80,000) (the “Security Payment”). We utilized the refundable advance of $800,000 from the Cancellation Agreement above to fund the security deposit and payment of the Lease Payment. The Lease Agreement also provided VRAP with an exclusive right and option to purchase the factory site together with all its right title and interest for a consideration of MYR 8,000,000 ($1,904,762) (the “Purchase Price”) or other value as determined by a valuation report on the factory site by a Malaysian registered property valuer at any time during the period of two years from the date of the Lease Agreement. The Lease Payment and Security Payment would be applied toward the Purchase Price upon VRAP exercising the option to purchase. The option to purchase was not exercised and lapsed on March 1, 2024.

~~Our~~15 ~~independent~~Table ~~registered~~of ~~auditors have expressed substantial doubt about our ability to continue as a going concern.~~Contents

~~Our~~CSB audited financial statements included in this report include an explanatory paragraph that indicates that they were prepared assuming that we would continue as a going concern. We have suffered recurring net losses, and record an accumulated deficits as of June 30, 2024. These conditions raise substantial doubts about our ability to continue as a going concern. The Company’s ability to continue as a going concern over the next twelve months depends on the successful validation and certification of its Net Zero road construction blueprint by the National Center for Asphalt Technology (NCAT) and its adherence to established carbon removal and avoidance methodologies. Achieving these milestones will enable the Company to generate revenue through the commercial licensing of the blueprint, royalties from biochar-asphalt mix designs, carbon credits, and sales of biochar and bio-fuel. On August 8th, CRH, the largest building materials company in North America and Europe, listed on both the NYSE and the London Stock Exchange, announced through its investment arm, CRH Ventures, that it has selected the Company to scale up its biochar-asphalt technology for commercialization. There can be no assurance that we will be successful in our plans described above. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.Acquisition

~~Changes~~On June 18, 2021, VRAP entered into a Shares Sale Agreement with Lamax Gold Limited (“LGL”), a company incorporated under the laws of the British Virgin Islands, in ~~interest~~relation ~~rates~~to ~~could~~acquisition ~~negatively~~of ~~impact~~the ~~our~~remaining ~~results~~15% of ~~operations~~the issued and paid-up share capital of CSB. Prior to this acquisition, ~~stockholders’~~VRAP owned 85% equity in CSB. Under the terms of the Shares Sale Agreement, the consideration for the acquisition shall be satisfied in full by the payment of MYR 150,000 (~~deficit~~approximately $36,130) ~~and~~upon ~~fair~~the ~~value~~execution of ~~net~~the ~~assets~~Shares Sale Agreement. A deposit of MYR 150,000 (approximately $36,130) was paid to LGL on June 21, 2021. With the completion of the acquisition on October 20,2021, CSB became a wholly owned subsidiary of VRAP, and indirectly, of our company.

~~Our~~Verde ~~investment activities and credit guarantee activities expose us to interest rate and other market risks. Changes in interest rates~~Life, ~~up or down, could adversely affect our net interest yield~~Inc. Although the yield we earn on our assets and our funding costs tend to move in the same direction in response to changes in interest rates, either can rise or fall faster than the other, causing our net interest yield to expand or compress. For example, due to the timing of maturities or rate reset dates on variable-rate instruments, when interest rates rise, our funding costs may rise faster than the yield we earn on our assets. This rate change could cause our net interest yield to compress until the effect of the increase is fully reflected in asset yields. Changes in the slope of the yield curve could also reduce our net interest yield.Incorporation

~~Interest~~On ~~rates~~July ~~can~~7, ~~fluctuate~~2021, ~~for~~through aour ~~number~~wholly-owned ofsubsidiary ~~reasons~~VRAP, ~~including~~we ~~changes~~entered ininto ~~the~~a ~~fiscal~~Product ~~and~~Supply ~~monetary~~Agreement ~~policies~~(the of“Product ~~the~~Supply ~~federal~~Agreement”) ~~government~~with ~~and~~MRX ~~its~~Xtractors, ~~agencies~~LLC (“MRX”), ~~such~~an asOregon ~~the~~limited ~~Federal~~liability ~~Reserve~~company. ~~Federal~~MRX ~~Reserve~~is ~~policies~~a ~~directly~~market ~~and~~leader ~~indirectly~~in ~~influence~~commercial ~~the~~extraction ~~yield~~systems onfor ~~our~~cannabis ~~interest-earning assets~~ and ~~the~~hemp. ~~cost~~The ofProduct ~~our~~Supply ~~interest-bearing~~Agreement ~~liabilities.~~is ~~The~~a ~~availability~~partnership ofbetween ~~derivative~~VRAP ~~financial~~and ~~instruments~~MRX ~~(such~~to asestablish ~~options~~a purchase and ~~interest~~supply ~~rate~~arrangement ~~and~~that ~~foreign~~allows ~~currency~~VRAP ~~swaps)~~to ~~from~~distribute ~~acceptable~~white-label ~~counterparties~~THC-free ofCBD ~~the~~products ~~types~~from ~~and~~MRX. inTo facilitate the ~~quantities~~distribution ~~needed~~of ~~could~~these ~~also~~CBD ~~affect~~products, ~~our~~on ~~ability~~November to15, ~~effectively~~2021, ~~manage~~we ~~the~~formed ~~risks~~a ~~related~~wholly toowned ~~our~~subsidiary, ~~investment~~Verde ~~funding~~Life, Inc., ~~Our~~under ~~strategies~~the ~~and~~laws ~~efforts~~of tothe ~~manage~~State ~~our~~of ~~exposures~~Oregon. toWe ~~these~~terminated ~~risks~~our ~~may~~business ~~not be effective~~ in the ~~future,~~distribution ~~which~~of ~~could~~CBD ~~negatively~~products ~~impact~~upon ~~our~~the ~~results~~expiry of ~~operations~~the ~~and~~Product ~~the~~Supply ~~price~~Agreement ofon ~~our~~July ~~common~~6, ~~stock~~2024.

WeEstablishment ~~may~~of beMissouri ~~exposed to risks relating to management’s conclusion that our disclosure controls and procedures and internal controls over financial reporting are ineffective.~~Entities

WeOn doAugust ~~not~~10, ~~have~~2021, anwe ~~independent~~formed ~~audit~~a ~~committee~~wholly ~~and~~owned ~~our~~subsidiary, ~~Board~~Verde ofRenewables, ~~Directors may be unable to fulfill the functions of such a committee~~Inc., ~~which~~for ~~may compromise~~ the ~~management~~purpose of ~~our~~conducting business. ~~Our~~in ~~Board~~Missouri of(using ~~Directors~~straw ~~functions~~bed ~~as our audit committee~~ and iswood ~~comprised~~waste ~~of three directors, none of whom are considered~~ to becreate ~~“independent”~~biochar inand ~~accordance~~related ~~with the requirements of Rule 10A-3 under the Securities Exchange Act of 1934~~products). AnAnother ~~independent~~entity, ~~audit~~Verde ~~committee~~Estates, ~~plays a crucial role in the corporate governance process~~LLC, ~~assessment~~was ofalso ~~the~~formed ~~Company’s~~on ~~processes~~August ~~relating to its risks and control environment~~10, ~~oversight of financial reporting~~2021, ~~and~~to ~~evaluation~~own ofproperty ~~internal~~in ~~and independent audit processes~~Missouri. ~~The~~Verde ~~lack~~Estates, ofLLC anis ~~independent~~a ~~audit~~wholly ~~committee~~owned ~~may~~subsidiary ~~prevent the Board~~ of ~~Directors~~Verde ~~from being independent in its judgments and decisions and its ability to pursue the committee’s responsibilities~~Renewables, ~~which could compromise the management of our business~~Inc.

IfEstablishment ~~we fail to maintain effective internal controls over financial reporting, the price~~ of ~~our~~Verde ~~common~~Malaysia ~~stock may be adversely affected.~~

~~Malaysian~~On ~~companies~~January ~~may not always adopt a Western style of management and financial reporting concepts and practices~~17, ~~which includes strong corporate governance~~2022, ~~internal controls and computer, financial and other control systems. In addition,~~ we ~~may~~formed ~~have difficulty in hiring and retaining~~ a ~~sufficient~~wholly ~~number~~owned ofsubsidiary, ~~qualified~~Verde ~~employees~~Resources ~~to work in~~ (Malaysia.) AsSdn ~~a result of these factors~~Bhd, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet Western standards for foreign subsidiaries. As a ~~result,~~company weincorporated ~~may experience difficulties in implementing and maintaining adequate internal controls as required~~ under ~~Section 404 of~~ the ~~Sarbanes-Oxley~~laws ~~Act~~ of ~~2002. This could result in significant deficiencies or material weaknesses in our internal controls~~Malaysia, ~~which~~for ~~could impact~~ the ~~reliability~~purpose of ~~our~~conducting ~~financial~~consultation ~~statements~~services and ~~prevent~~distribution ~~us from complying with SEC rules and regulations and the requirements~~ of ~~the~~renewable ~~Sarbanes-Oxley~~agricultural ~~Act of 2002~~commodities. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, disclosure of management’s assessment of our internal controls over financial reporting or disclosure of our public accounting firm’s attestation to or report on management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our Common Stock.

14On ~~Table~~March 23, 2022, through Verde Malaysia, we entered into a Sale of ~~Contents~~Shares Agreement (“SSA”) with The Wision Project Sdn Bhd, a company incorporated under the laws of Malaysia, to acquire the one hundred percent (100%) of the issued and paid up ordinary shares in Wision. This transaction closed in May 2022.

~~Risks~~Chesterfield ~~Associated~~Property ~~with Our Common Stock~~Acquisition

~~Our~~On ~~shares~~April ~~are~~29, ~~defined~~2022, asVRI closed on the purchase of residential property located in Chesterfield, Missouri (the “~~penny~~Chesterfield ~~stock.~~Property”). The ~~rules~~purchase ~~imposed~~price onfor the ~~sale~~Chesterfield ofProperty ~~the~~was ~~shares~~$750,000.00, ~~may~~paid ~~affect~~at ~~your~~closing ~~ability~~with cash on hand. The Chesterfield Property was subsequently sold to ~~resell~~our ~~any~~Chief ~~shares~~Executive ~~you~~Officer, ~~may~~Jack ~~purchase~~Wong, ifon December 10, 2024, at ~~all~~a purchase price of $857,500.

~~Our~~Conversion ~~shares are defined as a “penny stock” under the Securities and Exchange Act~~ of ~~1934,~~Promissory and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser’s written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our Common Stock and may also affect your ability to resell any shares you may purchase.Notes

~~Market~~On ~~for~~December ~~penny~~7, ~~stock~~2022, ~~has~~we ~~suffered~~entered ininto ~~recent~~a ~~years~~Supplementary ~~from~~Agreement ~~patterns~~with ofthe ~~fraud~~seventeen holders, including our President and ~~abuse~~CEO, Jack Wong, of the Promissory Notes discussed above related to the acquisition of BRL, to convert the total principal loan amount of $20,355,000 into shares of our Common Stock at an agreed conversion price of $0.0611 per share on or before December 9, 2022. On December 9, 2022, the conversion of promissory notes was completed with the issuance of 333,142,389 shares of our Common Stock, at a price of $0.0611 per share, to the seventeen holders, including Jack Wong.

~~Stockholders~~16 ~~should~~Table ~~be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns~~ of ~~fraud and abuse. Such patterns include:~~Contents

•Sale ~~Control~~ of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; • Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; • Boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons; • Excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and, • The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor losses.CSB

~~Our~~On ~~management~~March is13, ~~aware~~2023, ofthrough ~~the~~VRAP, ~~abuses~~we ~~that~~entered ~~have~~into ~~occurred~~a ~~historically~~Share inSale Agreement (the ~~penny~~“SSA ~~stock~~Agreement”) ~~market.~~with ~~Although~~Jusra weMining doMerapoh ~~not~~Sdn ~~expect~~Bhd to(“JMM”), ~~be in~~ a ~~position~~company toincorporated ~~dictate~~under the ~~behavior~~laws of Malaysia, to sell the ~~market~~entire orissued and paid-up share capital of ~~broker~~CSB, our indirect wholly-~~dealers~~owned ~~who~~subsidiary ~~participate~~engaged in the ~~market,~~mining ~~management~~business. ~~will~~Under ~~strive within~~ the ~~confines~~terms of ~~practical~~the ~~limitations~~SSA toAgreement, ~~prevent~~the consideration for the ~~described~~sale ~~patterns~~of ~~from~~CSB ~~being~~shall ~~established~~be ~~with~~satisfied ~~respect~~in tofull ~~our~~by ~~securities~~the payment of Malaysia Ringgit MYR 500,000. The ~~occurrence~~sale of ~~these~~CSB ~~patterns~~is orpart ~~practices~~of ~~could~~our ~~increase~~larger ~~the~~restructuring ~~volatility~~exercise ofand shift in our ~~share~~corporate ~~price~~focus. The transaction closed on April 20, 2023.

~~Inability~~Also on March 13, 2023, we entered into a Settlement of Debts Agreement (the “SDA Agreement”) with CSB and ~~unlikelihood~~a two year term period promissory note with CSB’s creditor, a related party, Borneo Oil Corporation Sdn Bhd (the “Creditor”), to ~~pay~~settle ~~dividends~~in full a total of USD 675,888 of CSB’s account payable to the Creditor either in cash or by the issuance of new restricted shares of our Common Stock at a price of $0.07 per share. On August 16, 2024, we entered into a Supplementary Agreement to the SDA Agreement and Promissory Note with the Creditor to convert the total accounts payable of USD 675,888 into 9,655,542 shares of our Common Stock. A total of 9,655,542 shares of our Common Stock was issued on August 16, 2024, to Borneo Oil Berhad, the appointed nominee of the Creditor, to settle in full the total accounts payable to the Creditor.

ToVATA date, we have not paid, nor do we intend to pay in the foreseeable future, dividends on our Common Stock, even if we become profitable. Earnings, if any, are expected to be used to advance our activities and for general corporate purposes, rather than to make distributions to stockholders. Prospective investors will likely need to rely on an increase in the price of Company stock to profit from his or her investment. There are no guarantees that any market for our common stock will ever develop or that the price of our stock will ever increase.Acquisition

~~Since~~On weMarch ~~are~~23, ~~not~~2023, inthrough Verde Malaysia, we entered into a ~~financial~~Shares ~~position~~Sale toAgreement ~~pay~~(the ~~dividends~~“VATA onSSA ~~our~~Agreement”) ~~common~~with ~~stock~~Murugesu A/L M. Narasimha and ~~future~~Deivamalar ~~dividends~~A/P ~~are~~Kandiah ~~not~~(“Vendors”), ~~presently~~the ~~being~~legal ~~contemplated~~and beneficial owners of Vata VM Synergy (M) Sdn. Bhd. (“VATA”), ~~investors~~a ~~are~~company ~~advised~~incorporated ~~that~~under ~~return~~the onlaws ~~investment~~of Malaysia, to acquire 60% of the issued and paid-up share capital of VATA, a company engaged in ~~our~~the ~~common~~business ~~stock~~of isproviding ~~restricted~~green technology to anpublic ~~appreciation~~and private sectors and in creating high quality compost using agricultural waste and biomass products in Malaysia, in exchange for MYR 2,250,000 (approximately US$530,000 as of the ~~share~~date ~~price~~of this Annual Report). The ~~potential~~MYR 2,250,000 purchase price was to be paid in installments, which include a first payment of MYR 100,000 upon the execution of the VATA SSA Agreement, a second payment of MYR 150,000 within thirty (30) days from the date of fulfillment or ~~likelihood~~waiver of anall ~~increase~~the conditions set out in ~~share~~the ~~price~~SSA isAgreement, ~~questionable~~and the issuance of shares of our Common Stock for the balance consideration of MYR 2,000,000 at ~~best~~a price per share of not more than ten percent (10%) discount from the immediate preceding five trading days VWAP from the issuance date pursuant to the terms of the SSA Agreement. The first payment of MYR100,000 was made, however, the SSA Agreement has since been terminated and the deposit amount has been fully impaired on the basis of non-disclosure of material information by the Vendors.

~~Item~~Available ~~1B. Unresolved Staff Comments.~~Information

~~None~~As a public company, we are required to file our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements on Schedule 14A and other information (including any amendments) with the Securities and Exchange Commission (the “SEC”). The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You can find our SEC filings at the SEC’s website at www.sec.gov.

1517 Table of Contents

~~Item~~ITEM 21A. ~~Properties.~~Risk Factors

~~Our~~Investing ~~corporate~~in our securities is speculative and ~~executive~~involves ~~office~~a ishigh ~~located~~degree atof ~~8112~~risk. ~~Maryland~~You ~~Ave~~should carefully consider the risks and uncertainties described below, ~~Suite~~together ~~400~~with all of the other information contained in this Annual Report, Stbefore deciding to invest in our securities. ~~Louis~~If any of the following risks materialize, ~~Missouri~~our ~~63105~~business, ~~telephone~~financial ~~number~~condition, ~~(314)~~results ~~530-9071~~of operation and prospects will likely be materially and adversely affected. We ~~believe~~In that event, the market price of our ~~existing~~Common ~~facilities~~Stock ~~are~~could ~~adequate~~decline, toand ~~meet~~you ~~our~~could ~~current~~lose ~~requirements~~all or part of your investment.

WeRisks ~~own~~Related orto ~~lease~~Our ~~the~~Business ~~following~~and ~~real properties:~~Industry

~~Location~~Our ~~Rent/Own~~current ~~Mortgage/Lease~~business ~~Terms~~has ~~Use~~a Lalimited ~~Belle~~operating ~~Own~~history, NAand ~~Warehouse~~we ~~St.~~continue ~~Louis~~to ~~Missouri~~refine ~~Lease~~our NAbusiness ~~Corporate~~model, ~~Headquarters~~which ~~Chesterfield,~~makes ~~Missouri~~it ~~Own~~difficult NAto ~~Corporate~~evaluate ~~Housing~~and ~~Jalan~~compare ~~Silam~~our past performance with future prospects. Therefore, ~~Sabah~~it ~~Malaysia~~is ~~Rent~~difficult NAto ~~BioFraction~~assess ~~Factory~~our ~~Site~~ability to generate future revenue and earnings.

~~Item~~Our 3company has engaged in several different and varied businesses since its formation in 2010, including businesses very different from our current business. We ~~Legal~~have ~~Proceedings~~only been engaged in our current business model since 2023. Therefore, our current business model is unproven, and there is limited historical data on which to evaluate our company. Furthermore, we continue to refine our strategies. Therefore, there is very limited and evolving or differing historical operating data on which to evaluate the results of and prospects for our current business model.

~~None~~Moreover, given that our current business model is at its early stages, and particularly since under the Ergon License, Ergon is not currently required to purchase any minimum amounts of Verde 24 from us, it is impossible to know with any certainty whether our current business model will generate revenues or ultimately lead to positive cash flows or profitability. This makes evaluating an investment in our company difficult.

~~Item~~We 4.have ~~Mine~~a ~~Safety~~history ~~Disclosures~~of operating losses and may never achieve cash flow positive or profitable results of operations.

~~N/A~~We have never been profitable and have incurred significant losses and cash flow deficits. For the fiscal years ending June 30, 2025 and 2024, we reported net losses of approximately $4.78 million and $3.19 million respectively. At June 30, 2025, we had an accumulated deficit of approximately $18.26 million. If we cannot generate sufficient revenues, we would expect to continue to report losses until we can substantially increase our revenues, which we may be unable to do. There is therefore a risk that we will be unable to operate our business in a manner that generate positive cash flow or profit, and our failure to increase our revenues, generate positive cash flow and operate our business profitably would damage our reputation and stock price.

16We ~~Table~~are dependent on third-party licensees and the inability to perform by, or loss of, ~~Contents~~these licensees would have a material adverse effect on our business, financial condition and results of operations.

~~PART~~We IIare reliant on a still developing licensing model where our licensees are responsible for producing high-quality road material products based on our proprietary technologies. As such, our success depends heavily on our ability to effectively manage and maintain these relationships, as well as the operational technologies provided to our licensees. At the moment, we only have one such relationship with a licensee (namely, Ergon); however, we intend to pursue the same licensing strategy globally with strategic, in-country relationships. Any failure to properly manage or oversee the use of our licensed technologies by these third-party licensees could negatively impact the quality and consistency of the products, and in turn, our reputation and ability to operate effectively.

~~Item~~We 5intend to invest significantly in information and operational technologies to support our licensees and maintain operational efficiency. ~~Market~~Some ~~for~~of ~~Registrant’s~~these ~~Common~~investments ~~Equity~~will involve complex, ~~Related~~multi-year ~~Stockholder~~technology ~~Matters~~deployments that require specialized customization and ~~Issuer~~project ~~Purchases~~management to ensure they deliver the expected value. Our new technology infrastructure will be a mix of ~~Equity~~on-premises, ~~Securities~~hybrid, and cloud technologies, supported by both third-party outsourced service providers and internal resources. Any failure to properly manage the customization or deployment of these technologies within this complex operating environment could lead to additional costs, delays, or an erosion of the benefits realized from these investments.

~~Market~~Given ~~Information~~the specific nature of the technology we license, we will be reliant on third-party specialists for implementation. Failure to secure appropriately skilled and experienced third-party partners may increase the risk of unsuccessful implementations, delays, and higher costs. If we fail to ensure that our licensees have the necessary support and technology investments at the right time, we risk losing our competitive advantage, reducing the quality of our products, or failing to comply with evolving laws and regulations.

~~Our~~In ~~Common~~addition, ~~Stock~~our isrevenue ~~now~~and ~~quoted~~income onpotential for the ~~OTCQB,~~licensing ~~under~~model ~~the~~is ~~symbol~~unproven ~~“VRDR”~~and our business is continually evolving. Our ~~stock~~success ~~was~~depends ~~approved~~upon ~~for~~the ~~quotation~~sufficient onacceptance ~~the~~and ~~OTCBB~~adoption onby ~~September~~end 26users of products. Currently, ~~2012~~our products have not been introduced into the commercial market at scale. ~~However~~We cannot predict how quickly, if at all, the ~~Company’s~~potential ~~Common~~end ~~Stock~~users ~~did~~will ~~not~~accept ~~begin~~our ~~active~~products, ~~trading~~or, ~~until~~if ~~October~~accepted, ~~2013~~the extent of the purchase of our products.

~~The~~We ~~following~~therefore ~~table~~can ~~sets~~give ~~forth~~no ~~the~~assurance ~~high~~that ~~and~~we ~~low~~will ~~bid~~be ~~prices~~able ~~for~~to successfully implement our ~~Common~~licensing ~~Stock~~model, ~~per~~our ~~quarter~~strategies asor ~~reported~~develop bynew products. Accordingly, the ~~OTCQB~~licensing ~~for~~business ~~the~~model ~~most~~could ~~recent~~expose ~~two~~us ~~(2)~~to ~~fiscal~~significant ~~years~~risks, ~~based~~beyond onthose ~~our~~associated ~~fiscal~~with ~~year~~operating ~~end~~our ~~June~~existing 30business, ~~2024.~~including ~~These~~difficulties ~~prices~~with ~~represent~~our ~~quotations~~licensees ~~between~~and ~~dealers~~our ~~without~~incurrence ~~adjustment~~of ~~for~~unanticipated ~~retail~~liabilities ~~mark-up~~and expenses, ~~markdown~~and ormay ~~commission~~materially adversely affect our business, ~~and~~prospects, ~~may~~liquidity, ~~not~~financial ~~represent~~condition ~~actual~~and ~~transactions~~results of operations.

Fiscal Quarter Ended	High		Low
June 30, 2023	$	0.20	$	0.071
September 30, 2023	$	0.43	$	0.0651
December 31, 2023	$	0.17	$	0.0721
March 31, 2024	$	0.15	$	0.101
June 30, 2024	$	0.57	$	0.105
September 30, 2024	$	0.37	$	0.1721

We face revenue concentration risk due to reliance on Ergon as a single key customer.

AsOn ofOctober ~~September~~10, 132025, ~~2024~~we entered into the Ergon License, whereby we ~~had~~granted ~~211~~Ergon ~~shareholders~~an ofexclusive ~~record~~license ofto ~~our~~use, ~~common~~manufacture, ~~stock~~produce, and 1sell products containing Verde V24 in the United States,~~240~~ Canada,~~374~~ and Mexico. Ergon is our first,~~345~~ ~~shares~~and ~~issued~~currently our only, licensee for Verde V24 and ~~outstanding~~we expect that the majority of our revenue will be generated through the Ergon License for the foreseeable future. As a result, our financial stability will be significantly dependent on Ergon and any adverse changes in the relationship or business activities with Ergon could have a substantial negative impact on our revenue and overall financial performance.

~~Dividend~~In ~~Policy~~addition, under the Ergon License, Ergon is not currently required to purchase any minimum amounts of Verde V24 from us, and may never be required to do so as minimum purchase amounts can only be established by the mutual agreement of us and Ergon starting in 2027. We are therefore faced with the risk that we are currently unable to predict with any certainty the actual financial impact of the Ergon License on our business and results of operations.

WeMoreover, ~~have~~should ~~not~~the ~~paid~~Ergon ~~any~~License ~~cash~~be ~~dividends~~terminated onor ~~our~~we ~~Common~~otherwise ~~Stock~~lose ~~and~~the ~~have~~business norelationship ~~present~~with ~~intention~~Ergon, ofit ~~paying~~could ~~any~~result ~~dividends~~in ona ~~the~~material ~~shares~~decline ofin our ~~Common~~revenue, ~~Stock~~profitability, and cash flow, leading to increased business risk and potential financial instability. ~~Our~~We ~~current~~may ~~policy~~also isbe unable to ~~retain~~replace ~~earnings,~~Ergon ifwith ~~any,~~a ~~for~~similar ~~use~~relationship in ~~our~~a ~~operations~~timely ~~and~~manner inor ~~the~~at ~~development~~all, ofwhich ~~our~~would ~~business.~~have ~~Our~~a ~~future~~material ~~dividend~~adverse ~~policy~~effect ~~will~~on beour ~~determined~~viability ~~from~~as ~~time~~a tocompany ~~time~~as bywell as our ~~board~~results of ~~directors~~operations and stock price.

~~Equity~~18 ~~Compensation~~Table ~~Plan~~of ~~Information~~Contents

~~None~~We will depend upon a select number of customers for a significant portion of our revenue for the foreseeable future. Any failure or delay in payments by these customers would have a material adverse effect on our revenues and financial condition.

~~Recent~~Under ~~Sales~~our licensing model, we currently have a single customer, Ergon, that is expected to account for the majority of ~~Unregistered~~our ~~Securities;~~revenue. ~~Use~~As we work to expand our licensing model globally, there will be a period of ~~Proceeds~~time in which our revenue is significantly dependent upon one or a small number of key customers. This customer concentration exposes us to a material adverse effect if any of these significant customers were to significantly reduce purchases for any reason or favor competitors or new market participants, and we can provide no assurance that any of these customers or any of our other customers will continue to utilize our products or our services at historic levels. Our customer concentration may also subject us to perceived or actual bargaining leverage that our key customers may have, given their importance to us. If our key customers seek to negotiate or renegotiate their agreements on terms less favorable to us and we accept such unfavorable terms, such unfavorable terms may have a material adverse effect on our business, results of operations and financial condition. Furthermore, industry consolidation and company failures could decrease the number of potential significant customers for our products and services. The decrease in the number of potential significant customers will increase our reliance on key customers and, due to the relative importance to us, may negatively impact our bargaining position and thus our profit margins. If we were to lose one of our key customers or have a key customer cancel a key program or otherwise significantly reduce its volume of business with us or fail to pay us in full for the goods or services purchased from ~~Registered~~us, ~~Securities~~our sales and profitability would be materially reduced and our business and financial condition would be seriously harmed.

We ~~did~~have ~~not~~recently ~~sell~~entered ~~any~~into ~~equity~~the ~~securities~~Ergon License, from which ~~were~~we ~~not~~anticipate ~~registered~~predominantly ~~under~~all of the ~~Securities~~our ~~Act~~revenue ~~during~~will be derived in the ~~year~~immediate ~~ended~~future. ~~June~~The 30loss of the Ergon License, ~~2024~~whether through our fault, ~~that~~such ~~were~~as ~~not~~by ~~otherwise~~the ~~disclosed~~failure onof ~~our~~Verde ~~quarterly~~V24 ~~reports~~and onthe ~~Form~~products ~~10-Q~~in which it is incorporated to perform as desired, or for reasons outside of our ~~current~~control, ~~reports~~such as material adverse changes to Ergon’s financial condition, could cause a material adverse impact on ~~Form~~our 8business, operating results and financial condition. Additionally, any non-Kpayment ~~filed~~or ~~during~~delay in payment of the ~~fiscal~~receivables ~~year~~under ~~ended~~the ~~June~~Ergon 30License or similar agreements we may enter into in the future or any inability to collect receivables under the Ergon License or similar agreements, ~~2024~~or enforce other contractual obligations, ~~except~~would ~~the~~have ~~following~~a ~~transaction~~significant material adverse effect on our revenues and financial condition.

OnOur ~~April~~future ~~12,~~operating ~~2024,~~results ~~shares~~are ~~that~~difficult ~~were committed~~ to bepredict ~~issued~~and asmay ofvary ~~March~~significantly ~~31,~~from ~~2024~~quarter ~~were~~to ~~fully settled by way of issuance of 2~~quarter,~~881,274~~ ~~restricted~~which ~~Common~~may ~~Shares~~adversely ataffect ~~$0.108~~the ~~per~~price ~~share to four non-US shareholders in settlement~~ of ~~$311,178~~our ~~subscription amounts paid, and issuance of 200,000 restricted~~ Common ~~Shares on April 15, 2024 at $0~~Stock.~~091 per share to one US shareholder in settlement of $18,200 subscription amount paid.~~

OnOur ~~April~~limited 15history in our current business model, ~~2024~~together with our history of losses, make prediction of future operating results difficult. You should not rely on any growth we may experience in the ~~Company~~future ~~issued~~as aany ~~total~~indication of ~~2,855,555~~future ~~restricted~~growth ~~Common~~rates ~~Shares~~or tooperating ~~four~~results. USOur ~~shareholders,~~valuation inand ~~which~~the ~~2,300,000~~price ~~restricted~~of our Common ~~Shares~~Stock ~~were~~will ~~issued~~likely atfall ~~$0.10~~in ~~per~~the ~~share~~event toour ~~two~~operating USresults ~~shareholders~~(notably ~~and~~our ~~555~~revenue growth,~~555~~ ~~restricted~~with ~~Common~~the ~~Shares~~goal ~~were~~of ~~issued~~achieving atcash $0flow positive and profitable operations) do not meet the expectations of analysts and investors.09 ~~per~~Comparisons ~~share~~of our quarterly operating results may be an unreliable indication of our future performance because they are likely to ~~one~~vary USsignificantly ~~shareholder.~~based on many factors, including:

On● ~~May~~our ~~24,~~or ~~2024,~~our ~~pursuant~~licensees’ inability to ~~the~~attract ~~Service~~demand for and ~~Stock~~obtain ~~Cancellation~~acceptance ~~Agreements~~of ~~with~~our ~~Steven~~products; ~~Sorhus~~● the success of alternative road construction materials, and YMthe ~~Tengku~~possible ~~Chanela~~future ~~Jamidah~~introduction ~~YAM~~of ~~Tengku~~new ~~Ibrahim~~road ~~dated~~construction ~~September~~materials; 8● our licensees’ ability to design, ~~2023~~implement and, ~~September~~as 12necessary, ~~2023~~modifying ~~respectively,~~product pricing programs; ● the ~~Company~~expansion reand rate of success of our licensees’ marketing and advertising efforts; ● failure of parties like C-~~issued~~Twelve ~~128,409~~to deliver Verde V24 or provide services to us or our licensees in a cost effective and ~~166~~timely manner; ● our failure to develop,~~667~~ ~~restricted~~find ~~Common~~or ~~Shares~~market new products; ● the successful completion of current and future testing of our products; ● actions relating to ~~Steven~~ongoing ~~Sorhus~~regulatory compliance; ● the size and YMtiming ~~Tengku~~of ~~Chanela~~orders ~~Jamidah~~from ~~YAM~~end ~~Tengku~~users ~~Ibrahim~~of ~~respectively~~our ~~for~~products; ~~their~~and ~~services~~● ~~rendered~~general ~~till~~economic ~~cancellation~~conditions as well as those specific to our licensees, end users and markets.

~~On August 8~~Therefore, ~~2024,~~you ~~the~~should ~~Company~~expect ~~issued~~that ~~700,000~~our ofresults ~~the Company’s restricted Common Shares to Dale Ludwig as part~~ of ~~the~~operations ~~compensation~~will ~~package~~be ~~for~~difficult ~~their services~~ to ~~be rendered for the period from June 1~~predict, ~~2024~~which towill ~~April~~make ~~30,~~an ~~2025~~investment ~~as stated~~ in ~~the~~our ~~Services~~company ~~Agreement~~uncertain.

~~Purchase~~We ofmay ~~Equity~~not ~~Securities~~enter byinto ~~the~~an ~~Issuer~~exclusive ~~and~~license ~~Affiliated~~agreement ~~Purchasers~~with Nature Plus Inc for the TerraZyme technology.

On August 14, 2024, we entered into a Memorandum of Understanding (the “NPI MOU”) with Nature Plus Inc. (“NPI”) to formalize the collaboration on the NCAT test track project discussed in the section entitled “Business” above and explore subsequent business opportunities arising from the successful completion of the NCAT testing. The NCAT testing involved the application of TerraZyme technology for the stability of subgrade and base layers, with the overarching goal of advancing road construction methodologies. We ~~did~~agreed ~~not~~to ~~purchase~~jointly ~~any~~develop mixed designs and materials incorporating biochar with NPI, aiming to enhance performance and promote carbon sequestration. Under the terms of ~~our~~the ~~shares~~NPI MOU, we intend to continue collaboration on future initiatives with NPI upon the successful completion of ~~common~~the ~~stock~~NCAT ortesting, ~~other~~including ~~securities~~soil ~~during~~stabilization ~~our~~and ~~fiscal~~material ~~year~~development, ~~ended~~carbon ~~June~~removal 30credits, ~~2024~~certification and compliance, and possible exclusive rights to distribute TerraZyme. The NPI MOU is effective until December 31, 2026, or until replaced by an earlier definitive agreement. We are currently in negotiations with NPI for an exclusive worldwide license for TerraZyme.

~~Item~~If 6such a definitive license agreement for TerraZyme is not entered into, we would continue to utilize TerraZyme under the terms of the NPI MOU until its termination. ~~[Reserved]~~Our other proprietary technologies, including Verde V24, operate independently and are not reliant upon TerraZyme for their production or performance. The TerraZyme enzyme is considered a complimentary additive that may enhance material performance and potentially generate additional revenue opportunities. We view TerraZyme as an enhancement that could further diversify and strengthen our product portfolio within the sustainable road construction sector in North America.

17It ~~Table~~is important that we continue negotiations with NPI to either extend the MOU or enter into a definitive agreement or other arrangement that would allow the continued use of ~~Contents~~the TerraZyme enzyme. If such negotiations are unsuccessful, we may need to identify or develop a suitable substitute for TerraZyme. This process could require substantial time and resources and could delay our planned operational expansion in North America, which could have a material adverse effect on our business, operating results, and financial condition. Additionally, the inability to continue using TerraZyme could materially and adversely affect our potential product offerings and our overall operations, business performance, and financial condition as a result.

~~Item~~Our 7.business ~~Management’s~~depends ~~Discussion~~on ~~and~~activity ~~Analysis~~within ofthe ~~Financial~~construction ~~Condition~~industry, ~~and~~which ~~Results~~can ofbe ~~Operations~~cyclical.

~~The~~Economic ~~following~~and ~~discussion~~political ~~should~~uncertainty becan ~~read~~impede growth in ~~conjunction~~the ~~with~~markets ~~our~~in ~~audited~~which ~~financial~~we ~~statements~~operate. ~~and~~Demand ~~the~~for ~~related~~our ~~notes~~products ~~that~~could ~~appear~~decline ~~elsewhere~~if incompanies ~~this~~and ~~annual~~consumers ~~report.~~are ~~The~~unable ~~following~~to ~~discussion~~obtain ~~contains~~financing ~~forward-looking~~for ~~statements~~construction ~~that~~projects ~~reflect~~or ~~our~~if ~~plans,~~an ~~estimates~~economic ~~and~~slowdown ~~beliefs.~~causes ~~Our~~delays ~~actual~~or ~~results~~cancellations ~~could~~of ~~differ~~capital ~~materially~~projects. ~~from~~State ~~those~~and ~~discussed~~federal inbudget ~~the~~issues ~~forward-looking~~sometimes ~~statements.~~undermine ~~Factors~~the ~~that~~funding ~~could~~available ~~cause~~for orinfrastructure ~~contribute~~spending. toThe ~~such~~lack ~~differences~~of ~~include,~~available ~~but~~credit ~~are~~may ~~not~~limit ~~limited~~the toability ~~those~~of ~~discussed~~states ~~below~~to ~~and~~issue ~~elsewhere~~bonds into ~~this~~finance ~~annual~~construction ~~report~~projects, ~~particularly~~which incould ~~the~~affect ~~section~~our ~~entitled~~business ~~“Risk~~in ~~Factors” of this annual report~~general.

~~Our~~While ~~audited~~our ~~financial~~business ~~statements~~operations ~~are~~cover ~~stated~~a wide geographic area, our earnings depend on the strength of the local economies in ~~United~~which ~~States~~we ~~Dollars~~operate due to the high cost of transporting our low-carbon asphalt products relative to their selling price. If economic conditions and ~~are~~construction ~~prepared~~spending decline significantly in ~~accordance~~one ~~with~~or ~~United~~more ~~States~~areas, ~~Generally~~our ~~Accepted~~profitability ~~Accounting~~will ~~Principles~~decrease.

~~Results~~Demand for our products, particularly in the infrastructure construction market, is also impacted by federal, state, and local budget and deficit issues, as well as demand from the private sector. Remote working trends or other factors that reduce vehicle miles driven can negatively impact revenue streams that fund roadway projects. Further, delays or cancellations of ~~Operations~~projects in the construction markets may occur if companies and consumers are unable to obtain financing for construction projects or if consumer confidence continues to be eroded by economic uncertainty.

~~The~~19 ~~following~~Table ~~table~~of ~~provides selected financial data about our company for the years ended June 30, 2024, and June 30, 2023.~~Contents

Statement of Operation	June 30,
	2024			2023			Change
	USD			USD			USD			%
Revenue	$	96,584		$	100,777			(4,193	)	$	(4.2	)%
Cost of revenue		(62,978	)		(238,153	)		175,175			(73.6	)%
Gross profit (loss)		33,606			(137,376	)		170,982			(124.5	)%
Selling, general and administrative expenses		(2,882,376	)		(3,216,022	)		333,646			(10.4	)%
Other operating expenses		(237,047	)		-			(237,047	)
Loss from operation		(3,085,817	)		(3,353,398	)		267,581			(8.0	)%
Interest expense		(176,483	)		(1,918,572	)		1,742,089			(90.8	)%
Other income		74,638			1,273,010			(1,198,372	)		(94.1	)%
Net loss before income tax		(3,187,662	)		(3,998,960	)		811,298			(20.3	)%
Provision of Income Tax		(112	)		-			(112	)
NET LOSS	$	(3,187,774	)	$	(3,998,960	)		811,186			(20.3	)%

We operate in a competitive industry where many companies are larger and better capitalized than we are.

~~Revenue~~Our industry is a highly fractured industry comprised of a wide range of companies, including large publicly traded companies and smaller privately held companies. Many of these companies operate on a global basis, have more experience in the industry than we do, and are larger and better capitalized than we are. While we are not presently aware of any direct competitors, several of the companies within our industry have begun to prioritize research and development of sustainable alternatives to their traditional products, and it is possible that they may develop alternatives competitive with the solutions we offer. Further, we cannot eliminate the risk that, in the future, one or more third parties may attempt to, and may potentially succeed in, reverse-engineering or otherwise replicating our proprietary technology.

~~The~~Adverse ~~revenue~~public ~~was~~policy, ~~derived~~economic, ~~from~~social ~~sale~~and ofpolitical ~~Biochar~~situations ~~Asphalt Premix~~ in ~~2024~~any incountry ~~addition to the distribution of renewable commodities and compost spreading~~ in ~~2023.~~which Wewe ~~have~~operate ~~generated~~could ~~$96,584~~lead ~~and $100,777 revenues for the years ended June 30, 2024, and 2023, respectively, Revenue decreased primarily due~~ to ~~the~~a ~~non-generation~~number of ~~revenue~~risks ~~from~~including ~~compost~~health ~~spreading~~and ~~offset~~safety byrisks ~~the~~for ~~increase~~our ~~in the sale of Biochar Asphalt Premix in 2024. A gross profit of $33~~people,~~606~~ ~~compared to~~ a ~~gross~~fall ~~loss~~in ofdemand ~~$137,376~~ for ~~the~~our ~~year~~products, ~~ended~~business ~~June~~interruption ~~30,~~and/or ~~2024,~~restrictions ~~and~~on ~~2023~~repatriation ~~respectively~~of earnings.

~~Cost~~We primarily operate across North America, with additional operations in Southeast Asia. The economies of ~~revenue~~these regions in which we operate are broadly stable. However, they are at varying stages of development, which presents multiple risks and uncertainties that could adversely affect our operations and financial results. These risks and uncertainties include:

~~Cost~~· ofChanges ~~revenue~~in ~~decreased~~political, ~~from~~social ~~$238,153~~or toeconomic ~~$62~~conditions; · New or strengthened trade protection measures,~~978~~ ~~during~~currency ~~the~~controls ~~year~~or ~~ended~~import ~~June~~or 30export licensing requirements; · Political unrest and currency shocks; · Social activism and civil disturbance, ~~2024~~terrorist ~~due~~events toor ~~cessation~~outbreak of ~~the~~armed ~~operations~~conflict, inamong ~~the~~other ~~production~~potential causes; · Labor and ~~distribution~~procurement ofpractices ~~renewable~~which ~~commodities. Arising~~contravene ~~from~~ethical ~~this,~~considerations ~~the~~and ~~expenditure~~regulatory ~~related~~requirements; to· ~~the~~Unexpected ~~plant~~changes ~~have~~in ~~been~~regulatory ~~categorized~~and ~~under~~tax requirements; and · Lockdowns or other ~~operating~~restrictions ~~expenses~~due to public health emergencies, such as pandemics.

~~Selling,~~We ~~General~~and our licensees may be unable to respond in a timely and ~~Administrative~~cost-effective ~~Expenses~~manner to changes in consumer preferences.

~~Selling,~~The ~~general~~road and ~~administrative~~construction ~~expenses~~materials ~~comprised~~industry ~~mainly~~is subject ofto ~~salaries,~~changing ~~office~~customer ~~costs,~~preferences. Even ~~legal~~if we and ~~professional~~licensees ~~fees,~~like ~~consultancy~~Ergon ~~fee~~are ~~and~~able ~~travelling~~to ~~expenses.~~establish Wesome ~~have~~measure ~~incurred~~of ~~$2,882,376~~market ~~and~~penetration ~~$3,216,022~~for inour ~~selling~~products, ~~general~~of ~~and~~which ~~administrative~~no ~~expenses~~assurances ~~through~~can ~~June~~be 30given, ~~2024,~~a ~~and~~shift ~~June~~in ~~30,~~customer ~~2023~~preferences ~~respectively.~~away ~~Selling,~~from ~~general~~what ~~and~~we ~~administrative~~offer ~~expenses~~would ~~decreased~~result byin ~~10.4%,~~significantly orreduced ~~$333,646,~~revenue. Our ~~primarily~~future ~~due~~success todepends ~~decrease~~in ofpart ~~consultancy~~on ~~fee~~our asand ~~most~~our oflicensees’ ~~the~~ability ~~agreements~~to ~~with~~anticipate ~~service~~and ~~providers~~respond ~~expired~~to changes in ~~current~~customer ~~financial~~preferences. Failure ~~year~~to anticipate and respond to changing customer preferences in the ~~new~~products ~~agreements~~we ~~were~~market ~~only~~could ~~entered~~lead ~~into~~to, inamong ~~the~~other ~~last~~things, 2lower ~~months~~sales of ~~the~~products, ~~current~~significant ~~financial~~markdowns ~~year~~or ~~and~~write-offs ~~selling~~of inventory, ~~general~~increased product returns and ~~administrative expenses~~lower ~~contributed~~margins. If bywe ~~CSB~~or ~~which~~our ~~was~~licensees ~~disposed~~are onunable ~~April~~to 20anticipate and respond to changes in customer preferences, ~~2023~~our results of operations in future periods will be materially adversely impacted.

~~Other~~We ~~Operating~~are ~~Expenses~~dependent on certain key personnel and loss of these key personnel could have a material adverse effect on our business, financial condition and results of operations.

~~Other~~Mr. ~~operating~~Jack ~~expenses~~Wong, ~~comprised~~our ofcurrent ~~expenditure~~chief executive ~~related~~officer, has extensive contacts and experience in the green climate-tech industry in the United States and other countries. We are heavily dependent on his abilities and services to develop and market our business. He is responsible for overseeing the day-to-day operations of ~~the~~our ~~plant~~operating incompany. ~~the~~However, ~~production~~we may not be able to retain his services for any specified period of time, and ~~distribution~~the loss of ~~renewable~~his ~~commodities~~leadership ~~which~~could have ~~been~~a ~~categorized~~material adverse effect on our business operations, financial condition, and results of operations. Additionally, under ~~other~~the ~~operating~~terms ~~expenses~~of the Ergon License, if Mr. ~~This~~Wong ~~categorization~~or ~~was~~Mr. ~~due~~Eric ~~there~~Bava, ~~being~~our chief operating officer, were to be removed from their respective positions with us for any reason other than for termination cause or voluntary resignation, Ergon would have the right to terminate the Ergon License with little to no ~~production~~potential ~~processed~~penalties. byAs we will be substantially reliant on the ~~plant~~Ergon License to generate the majority of our revenue for the ~~year~~foreseeable ~~ended~~future, 30we ~~June~~are ~~2024~~heavily dependent upon Mr. Wong and Mr. Bava’s continued service.

~~Interest~~In ~~expense~~addition to Mr. Wong, we must attract, recruit, and retain a qualified workforce of technically skilled employees in the United States to run our operations. Our ability to effectively implement our business strategies and expand operations depends on the successful recruitment and retention of highly skilled and experienced management and key personnel. If we are unable to maintain a strong management team, our business could face significant challenges, and you could lose any investment you make in our shares.

~~The~~20 ~~Company~~Table ~~recorded interest expense~~ of $116,917 and $1,881,807 on the promissory notes for the years ended June 30, 2024, and 2023, respectively. Lease interest expenses amounted to $45,926 and $35,344 for the years ended June 30, 2024, and 2023, respectively. Bank loan interest amounted to $13,640 and $1,421 for the years ended June 30, 2024, and 2023, respectively. Contents

~~The~~We ~~decrease~~may innot ~~interest~~be ~~expense~~able ~~is mainly due~~ to ~~conversion~~protect ofour ~~promissory~~proprietary ~~notes~~technology ~~with a principal amount of $20,355,000 on December 9, 2022~~ and ~~accordingly~~may nobecome ~~further~~subject ~~interest charges recorded with regards~~ to ~~the~~intellectual PNproperty ~~thereafter.~~claims ~~The~~or ~~charge in the current period is in respect of a new PN issued of $675,888~~litigation.

~~Other~~Our ~~income~~success depends, in part, on our ability to obtain and maintain intellectual property protection for our products and technologies and the confidentiality of proprietary trade secrets. Our success further depends on our ability to obtain and maintain trademark protection for our name and mark; to preserve our trade secrets and know-how; and to operate without infringing the intellectual property rights of others.

We ~~have~~face ~~other~~the ~~income~~risk ofthat ~~$74,638~~we may be unable to innovate and $1file new patent applications,~~273,010~~ ~~for~~or ~~the~~that ~~year~~if ~~ended~~filed ~~June~~patent ~~30,~~applications ~~2024,~~will ~~and~~result ~~2023~~in granted patents. We ~~Other~~cannot ~~income~~assure you that any of $1our patents pending will result in issued patents,~~215,689~~ ~~for~~that ~~the~~any ~~year~~current ~~ended~~or ~~June~~future 30patents will not be challenged, ~~2023~~invalidated or circumvented, ~~was~~that ~~mainly~~the ~~due~~scope of any of our patents will exclude competitors or that the patent rights granted to ~~gain~~us onwill ~~disposal~~provide ofus aany ~~subsidiary~~competitive advantage or protect our products. The intellectual property position of ~~$980,714~~companies like ours is generally uncertain and ~~fair~~involves ~~value~~complex ~~adjustment~~legal onand ~~convertible~~factual ~~promissory~~considerations ~~notes~~and, ~~issued~~therefore, tovalidity ~~BOC~~and enforceability of ~~$194~~intellectual property cannot be predicted with certainty. Patents may be challenged,~~865~~ deemed unenforceable, invalidated or circumvented. ~~The~~We ~~balance~~will ~~mainly~~be ~~represented~~able ~~rental~~to ~~income~~protect ~~earned~~our proprietary rights from unauthorized use by third parties only to the extent that our proprietary technologies are covered by valid and enforceable patents or are effectively maintained as trade secrets.

~~Net~~In ~~loss~~addition, we face the risk our technology will be subject to claims, or be found, in the future to infringe upon the rights of others or be infringed upon by others. Moreover, patent applications are in some cases maintained in secrecy until patents are issued. The publication of discoveries in the scientific or patent literature frequently occurs substantially later than the date on which the underlying discoveries were made and patent applications were filed. Because patents can take many years to issue, there may be currently pending applications of which we are unaware that may later result in issued patents that our products or product candidates infringe. For example, pending applications may exist that provide support or can be amended to provide support for a claim that results in an issued patent that our product infringes. In such a case, others may assert infringement claims against us, and should we be found to infringe upon their patents, or otherwise impermissibly utilize their intellectual property, we might be forced to pay damages, potentially including treble damages, if we are found to have willfully infringed on such parties’ patent rights. In addition to any damages we might have to pay, we may be required to obtain licenses from the holders of this intellectual property. We may fail to obtain any of these licenses or intellectual property rights on commercially reasonable terms. Even if we are able to obtain a license, it may be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. In that event, we may be required to expend significant time and resources to develop or license replacement technology. If we are unable to do so, we may be unable to develop or commercialize the affected products, which could materially harm our business and the third parties owning such intellectual property rights could seek either an injunction prohibiting our sales, or, with respect to our sales, an obligation on our part to pay royalties and/or other forms of compensation. Conversely, we may not always be able to successfully pursue our claims against others that infringe upon our technology. Thus, the proprietary nature of our technology or technology licensed by us may not provide adequate protection against competitors.

AsIn aaddition ~~result~~to ofpatents, we rely on trademarks to protect the ~~above~~recognition ~~factors,~~of our company and product in the ~~Company~~marketplace. ~~recorded~~We aalso ~~net~~rely ~~loss~~on oftrade $3secrets,~~187~~ know-how,~~774~~ and $3proprietary knowledge that we seek to protect,~~998~~ in part,~~960~~ ~~for~~through ~~the~~confidentiality ~~years~~agreements ~~ended~~with ~~June~~employees, 30consultants and others. We cannot assure you that our proprietary information will not be shared, ~~2024~~our confidentiality agreements will not be breached, ~~and~~that ~~2023~~we will have adequate remedies for any breach, ~~respectively~~or that our trade secrets will not otherwise become known to or independently developed by competitors.

18Any ~~Table~~adverse event or events related to our intellectual property could have a material adverse effect on our company and results of ~~Contents~~operations.

~~Plan~~We face the risk of ~~Operation~~product liability claims that could be expensive, divert management’s attention and harm our reputation and business.

~~Expansion~~Our ~~Plans~~ business exposes us to the risk of product liability claims that are inherent in the manufacturing and marketing of road and construction materials. Any side effects, manufacturing defects, misuse or abuse associated with use of our products could result in injury or death. The construction materials industry has historically been subject to litigation over product liability claims, and we face the risk that we may become party to product liability suits. We may be subject to product liability claims if the use of our products may cause, or merely appeared to have caused, injury or death. In addition, an injury that is caused by the activities of our licensees and suppliers, such as those who provide us with components and raw materials, may be the basis for a claim against us. Product liability claims may be brought against us by customers or any party selling or otherwise coming into contact with our products, among others. If we cannot successfully defend ourselves against product liability claims, we will incur substantial liabilities and reputational harm.

~~The~~Our ~~Company~~products ismay ~~diversifying~~become ~~into~~subject the green industry with its acquisition of Bio Resources Ltd (“BRL”), the beneficial and/or registered proprietor of the intellectual property known as “Catalytic Biofraction Process”, which is a slow pyrolysis process using a proprietary catalyst to depolymerise palm biomass wastes (empty fruit bunches or palm kernel shells) in temperature range of 350 degC to 500 degC to yield commercially valuable bio products: bio-oil, wood vinegar (pyroligneous acid), biochar and bio-syngasrecall. ~~The intellectual property is a second-generation pyrolysis process where non-food feedstock like the palm biomass wastes is used as feedstock.~~

~~The~~Any ~~Company~~recall isor ~~working~~market towithdrawal ~~lay~~of ~~the~~our ~~foundation~~products ~~for~~may ~~revolutionary~~delay ~~infrastructure development, marked by innovative biochar asphalt showcase projects within~~ the ~~United~~supply ~~States.~~of ~~Our~~those ~~commitment~~products ~~revolves~~to ~~around~~our ~~validating~~customers ~~the concept’s feasibility~~ and ~~scalability~~may ~~for~~impact ~~carbon~~our ~~sequestration,~~reputation. ~~thereby~~We ~~transforming~~can ~~global~~provide ~~infrastructure~~no ~~development,~~assurance ~~and~~that ~~proactively~~we ~~addressing~~or ~~pressing~~our ~~environmental~~licensees ~~challenges.~~will ~~Biochar-asphalt,~~be ansuccessful ~~innovative,~~in ~~eco-friendly,~~initiating ~~high~~appropriate ~~performance,~~market ~~and~~recall ~~cost-saving~~or ~~alternative~~market towithdrawal ~~conventional~~efforts ~~high~~that ~~CO2~~may ~~footprint~~be ~~asphalt~~required ~~production~~in ~~and~~the ~~installation,~~future ~~holds~~or ~~immense~~that ~~promise~~these inefforts ~~addressing~~will ~~environmental~~have ~~concerns. Through~~ the ~~integration~~intended ~~and~~effect ~~extensive utilization~~ of ~~biochar~~preventing –product amalfunctions ~~carbon-rich~~and ~~material~~the ~~derived~~accompanying ~~from~~product ~~organic~~liability ~~waste,~~that ~~The~~may ~~Company~~result. Such ~~aims~~recalls ~~to reduce carbon emissions~~ and ~~the~~withdrawals ~~carbon~~may ~~footprint~~also ofbe ~~infrastructure~~used ~~projects.~~by ~~The~~our ~~American~~competitors ~~showcase~~to ~~projects~~harm ~~will~~our ~~serve~~reputation, aswhich ~~compelling~~could ~~evidence~~have ofa ~~the~~material ~~technology’s~~adverse ~~capability~~effect inon ~~carbon~~our ~~sequestration~~business, ~~efficiently~~financial ~~mitigating~~condition ~~greenhouse gas, enhancing durability~~ and ~~cost~~results ~~efficiencies,~~of ~~all while simultaneously addressing pressing environmental challenges~~operations.

InLegal ~~2023,~~requirements ~~Puro.earth,~~and ~~the~~governmental ~~world’s~~policies ~~foremost~~concerning ~~crediting~~the ~~platform~~environment, ~~for~~health ~~durable~~and ~~carbon~~safety ~~removal,~~and ~~officially~~other ~~registered~~areas of the ~~Company~~law, as awell ~~Carbon Removal Credit supplier~~ as ~~part~~litigation ofrelating ~~its~~to ~~Accelerate~~these ~~program.~~matters, ~~This~~could ~~partnership~~affect ~~was~~our ~~formalized~~businesses ~~through~~and aexpose ~~platform~~us ~~agreement~~to ~~signed~~the inrisk ~~April~~of ~~2023.~~material Itenvironmental ~~is worth noting that Puro~~liabilities.~~earth was acquired by Nasdaq in June 2021.~~

~~The~~Many ~~Company’s~~federal, ~~endeavors~~state ~~are~~and ~~poised~~local tolaws ~~unlock~~and ~~revenue~~regulations ~~opportunities~~relating byto, ~~generating~~among ~~Carbon~~other ~~Removal~~matters, ~~Credits~~air emissions (~~CORCs~~including carbon dioxide and other greenhouse gases). ~~This~~and ~~critical~~other ~~step~~environmental, ~~incentivizes~~health ~~the~~and ~~broader~~safety ~~adoption~~matters will impact our business. Some of ~~climate~~our ~~technologies~~or our licensees’ operations require permits, which may impose additional operating standards and ~~enables~~are ~~the~~subject ~~Company~~to modification, renewal and revocation. Our and our licensees’ operations may from time to ~~supply~~time involve the use of substances that are classified as toxic or hazardous within the meaning of these ~~credits~~laws toand ~~companies~~regulations. ~~seeking~~Despite efforts to ~~offset~~remain ~~their~~in ~~carbon~~compliance ~~footprint~~at all times with all applicable laws and regulations, the risk of liabilities, particularly environmental liabilities, is inherent in ~~pursuit~~the operation of ~~net-zero~~our ~~objectives~~business. ~~Simultaneously~~These potential liabilities could result in material costs, ~~this~~including ~~approach~~fines ~~creates~~or anpersonal ~~additional~~injury ~~and~~or ~~substantial~~damages ~~revenue~~claims, ~~stream~~which ~~for~~could ~~the~~have ~~Company~~an adverse impact on our results of operations.

~~The~~Moreover, ~~Company~~future ~~achieved~~events, aincluding ~~significant~~changes ~~milestone by conducting the first-ever biochar-asphalt installation~~ in ~~the~~existing ~~United~~laws ~~States,~~or ~~just~~regulations ~~outside~~or ofenforcement ~~Chicago~~policies, ~~Illinois~~or infurther ~~August~~investigation ~~2023.~~or ~~Subsequently,~~evaluation weof ~~replicated~~the ~~this~~potential ~~success~~health athazards ~~our own facility in La Belle, Missouri. In September 2023, upon the invitation~~ of ~~the~~our ~~City~~products ofor ~~Gramercy,~~business ~~located~~activities ~~near~~may ~~New~~result ~~Orleans,~~in ~~Louisiana,~~additional ~~the~~or ~~Company~~unanticipated ~~executed~~compliance ~~another~~and ~~biochar-asphalt~~other ~~installation~~costs. We Asor ~~a testament to~~ our ~~efforts,~~licensees wecould ~~have~~be ~~already~~required ~~received~~to ~~several~~invest ~~Letters~~in ofpreventive ~~Intent~~or ~~(LOIs)~~remedial action, ~~and~~like wepollution ~~are~~control, ~~confident~~which ~~that~~could ~~our~~be ~~transition~~substantial ~~from~~or ~~mining~~which tocould ~~climate-tech~~result ~~and~~in ~~the~~restrictions ~~green~~on ~~economy~~our ~~will~~operations ~~yield~~or ~~tremendous~~delays ~~results~~in ~~for~~obtaining ~~the~~required ~~company~~permits inor ~~the~~other ~~years ahead~~approvals.

~~The~~Our ~~Company~~and ~~entered~~our ~~into~~licensees’ aoperations ~~Services~~are ~~Agreement~~subject ~~with~~to ~~Donald~~manufacturing, R.operating ~~Fosnacht~~and inhandling ~~October~~risks ~~2023~~associated towith ~~engage~~our ~~him~~products asand ~~National~~the ~~Certification~~products ~~and~~our ~~Extensive~~licensees ~~BCR~~manufacture ~~(Biochar~~using ~~Carbon~~our ~~Removal)~~products, ~~Implementation~~including ~~Specialist~~the torelated ~~develop~~storage and ~~implement~~transportation aof ~~comprehensive~~hazardous ~~strategy~~substances and wastes. We may be exposed to ~~obtain~~hazards, ~~national~~including ~~and~~storage ~~regional~~tank ~~certification~~leaks, explosions, and ~~endorsement~~discharges ~~for~~or ~~carbon~~releases ~~net-negative~~of ~~construction~~hazardous ~~products~~substances. These ~~with~~risks ~~high~~can ~~biochar~~subject ~~content,~~us ~~encompassing~~to ~~asphalt~~potentially significant liabilities relating to personal injury, ~~concrete~~death or property damage, and ~~soil~~may ~~stabilization~~result asin ~~designated~~significant incivil ~~the~~or ~~Services~~criminal ~~Agreement~~penalties, which could damage our business and harm our results of operations.

~~The~~Future ~~Company~~integrations ~~entered~~of ~~into~~acquisitions ~~two~~of ~~Services~~or ~~Agreements~~combinations with ~~Dr.~~other ~~Nam~~businesses ~~Tran~~may ~~and~~not ~~Dr.~~be ~~Raymond~~as ~~Powell~~successful ~~in April 2024 to engage them~~ as ~~National~~previous ~~Implementation~~acquisitions Experts for its wholly-owned subsidiary Verde Renewables, Inc. to initiate connections with esteemed asphalt contractors, identify potential partners, explore potential collaborations through their extensive networks in the asphalt industry and ~~recommend strategies to capitalize on emerging opportunities as designated in the Agreements~~combinations.

~~Furthermore,~~We ~~the~~have ~~Company~~a ~~entered~~successful ~~into~~history aof ~~Services~~business ~~Agreement~~combinations ~~with~~and ~~Dale~~integration ~~Ludwig~~of inthese ~~June~~businesses ~~2024~~into toour ~~engage~~heritage ~~him~~operations. asHowever, ~~Strategic~~in ~~Advisor~~connection towith ~~maintain~~the ~~and~~integration ~~build~~of ~~strong~~any ~~relationships~~other ~~with~~business ~~policymakers~~that atwe ~~both~~acquire, ~~state~~there ~~and~~is ~~federal~~a ~~levels,~~risk ~~collaborate~~that ~~with~~we ~~Missouri~~will ~~Department~~not ofbe ~~Transportation,~~able ~~build~~to ~~relationships~~achieve ~~with~~such ~~Missouri~~integration ~~Asphalt~~in ~~Pavement~~a ~~Association~~successful ~~(MAPA)~~manner ~~members,~~or ~~collaborate~~on ~~with~~the ~~Missouri~~time ~~contractors~~schedule towe ~~encourage~~have ~~the~~projected ~~use~~or ofin ~~the~~a ~~Company's~~way ~~technologies,~~that ~~identify~~will ~~current~~achieve ~~biochar~~the ~~producers~~level inof ~~Missouri~~synergies, ~~and~~cost ~~engage~~savings ~~with~~or ~~the~~operating ~~Missouri~~efficiencies ~~Department~~we offorecast ~~Economic~~from ~~Development~~the acquisition.

OnAny ~~June~~significant ~~27,~~business ~~2024,~~acquisition ~~the~~or ~~Company~~combination ~~entered~~we ~~into~~might anchoose ~~agreement with The National Center for Asphalt Technology at Auburn University ("NCAT")~~ to undertake amay ~~3-year~~require ~~Performance~~that ~~Testing~~we ~~Project~~devote ~~titled~~significant ~~“Structural~~management ~~Capacity~~attention ofand ~~Sustainable~~resources ~~Pavement”.~~to ~~The~~preparing ~~Project,~~for ~~led~~and bythen ~~Dr.~~integrating ~~Nam~~our ~~Tran,~~business ~~Associate~~practices ~~Director~~ and ~~Research~~operations. ~~Professor~~Based ~~at NCAT, will involve comprehensive performance testing~~ on ~~the~~our ~~NCAT Test Track in Opelika~~history, ~~Alabama.~~we ~~This~~believe ~~facility,~~we ~~sponsored~~would by various state Departments of Transportation (DOTs) and in partnership with the Minnesota Road Research Facility (MnROAD), is dedicated to advancing sustainable pavement technologies. The NCAT Test Track will be ~~constructed~~successful in ~~the~~this ~~summer~~integration of 2024 to evaluate cutting-edge technologies that utilize enzymes to treat expansive soils and stabilize marginal base materials, potentially reducing or eliminating the need for carbon-intensive materials such as hydrated lime and Portland cementprocess. ~~Additionally~~Nevertheless, ~~integrating~~we ~~biochar~~may ~~from~~fail ~~biomass pyrolysis into enzyme-treated pavement materials is expected~~ to ~~improve~~realize ~~performance,~~some ~~substantially reduce greenhouse gas (GHG) emissions, and sequester carbon dioxide. This pioneering approach is projected to generate Carbon Removal Credits upon completion~~ of the ~~test~~anticipated ~~track~~benefits ~~installation, proving the viability~~ of ~~this~~any ~~next-generation~~potential ~~blueprint~~acquisition ~~for~~or ~~net-zero~~other ~~road~~business ~~construction.~~combination ~~The~~that ~~Company~~we ispursue ~~confident~~ in ~~its~~the ~~technology~~future ~~and~~if ~~aspires to attain~~ the ~~highest~~integration ~~level~~process oftakes ~~certification~~longer ~~from~~or ~~NCAT. Success in this Project~~ is ~~expected~~more tocostly ~~drive~~than ~~widespread adoption of a net-zero road construction blueprint by DOTs across the United States and the federal DOT~~expected. ~~Additionally,~~Potential ~~the~~difficulties ~~substantial~~we ~~Carbon~~may ~~Removal~~encounter ~~Credits generated will create a significant and separate revenue stream for the Company. The Project is expected to conclude~~ in ~~September 2027, with~~ the ~~first~~integration ~~draft~~process ofinclude the ~~final report expected in spring 2027.~~following:

19· ~~Table~~inability to successfully combine operations in a manner that permits us to achieve the synergies anticipated to result from the proposed acquisition or business combination, which would result in the anticipated benefits of ~~Contents~~the acquisition or business combination not being realized partly or wholly in the time frame currently anticipated or at all; · complexities associated with managing the combined operations; · integration of personnel; · creation of uniform standards, internal controls, procedures, policies and information systems; · discovery of previously unknown liabilities and unforeseen increased expenses, delays or regulatory issues associated with integrating the remaining operations; and · performance shortfalls at business units as a result of the diversion of management attention caused by completing the remaining integration of the operations.

~~Limited~~The ~~Operating~~inability ~~History;~~to ~~Need~~obtain ~~for~~raw ~~Additional~~materials ~~Capital~~from suppliers in a timely manner would adversely affect our and our licensees’ ability to offer our products.

~~There~~Our isand ~~limited~~our ~~historical~~licensees’ ~~financial~~ability ~~information~~to ~~about~~offer usour ~~upon~~products ~~which~~depends on the ability to ~~base~~obtain an ~~evaluation~~adequate supply of ~~our~~biochar ~~performance.~~from Weour ~~cannot~~suppliers, ~~guarantee~~who we will also be ~~successful~~the inindirect suppliers of our ~~business~~licensees. ~~operations~~Transportation delays may adversely impact our supply chain. ~~Our~~Additionally, ~~business~~failure isby ~~subject~~our suppliers to ~~risks~~provide ~~inherent~~us inwith ~~the~~products ~~establishment~~that ofmeet our required quality standards on commercially reasonable terms, potential cybersecurity attacks on our suppliers, and failure to comply with legal requirements for business practices, could have a ~~new~~material adverse effect on our business, ~~enterprise~~financial condition, ~~including~~or ~~limited~~results ~~capital~~of ~~resources~~operations. Furthermore, ~~possible~~we ~~delays~~rely heavily or, in ~~the~~certain ~~exploration~~cases ofsuch ~~our~~as ~~properties~~in the United States, ~~and~~exclusively, ~~possible~~on ~~cost~~one ~~overruns~~supplier ~~due~~for biochar supply. If this supplier decides to ~~price~~discontinue its partnership with us and ~~cost~~we ~~increases~~are inunable ~~services~~to replace such supplier with another qualified supplier, our business, operating results and financial condition could be materially and adversely impacted.

WeAsphalt ~~have no assurance that future financing will be available to us on acceptable terms. If financing~~ is ~~not~~sensitive ~~available on satisfactory terms, we may be unable~~ to ~~continue,~~supply ~~develop~~and orprice ~~expand our operations~~volatility. ~~Equity financing could result in additional dilution to existing shareholders.~~

~~Liquidity~~Asphalt competition is often based primarily on price due to potentially volatile input costs and ~~Capital~~lower ~~Resources~~barriers to entry, which is highly sensitive to changes in supply and demand. Prices fluctuate significantly in response to relatively minor changes in supply and demand, general economic conditions and other market conditions, which we cannot control. When asphalt producers increase production capacity or more asphalt is imported into the market, an oversupply of asphalt in the market may occur if supply exceeds demand. In that case, asphalt prices generally decline, making traditional asphalt products cheaper and more competitive with our low-carbon solutions, which could have a material adverse effect on our business, results of operation, and financial condition. Further, we cannot be assured that prices for our low-carbon asphalt products sold will not decline in the future or that such decline will not have a material adverse effect on our asphalt product line.

~~Our~~We ~~primary sources of liquidity~~ are ~~cash~~subject ~~generated~~to ~~from private placements. Cash generated from operations is highly dependent on~~ the ~~sale~~many risks of ~~our~~doing ~~products~~business internationally, ~~which~~including ~~are~~but ~~still~~not ~~under~~limited ~~development~~to ~~stage.~~the ~~Cash~~difficulty ~~and cash equivalents totaled $0.3 million as~~ of ~~June~~enforcing ~~30,~~liabilities ~~2024,~~in ~~and~~foreign $0jurisdictions.~~2 million as of June 30, 2023.~~

~~The~~We ~~following~~are ~~table~~a ~~provides~~Nevada ~~selected~~corporation ~~cash~~and, ~~flow~~as ~~data~~such, ~~about~~are ~~our~~subject ~~company~~to the jurisdiction of the State of Nevada and the courts of the United States for purposes of any lawsuit, action or proceeding by investors. An investor would have the ~~years~~ability ~~ended~~to ~~June~~effect 30service of process in any action against the Company within the United States. In addition, ~~2024~~we are registered as a foreign corporation doing business in Malaysia, and ~~2023~~as such, are subject to the local laws of Malaysia governing an investors’ ability to bring actions in foreign courts and enforce liabilities against a U.S. issuer, or any person, based on U.S. federal securities laws.

Cash Flow Date	June 30,2024			June 30,2023
Net cash used in operating activities	$	(2,042,064	)	$	(1,656,896	)
Net cash used in investing activities	$	(2,016,646	)	$	(387,938	)
Net cash provided by financing activities	$	4,081,720		$	1,628,281
Effect of exchange rate changes on cash and cash equivalents	$	55,718		$	198,045
Net increase in cash and cash equivalents	$	78,728		$	(218,508	)
Cash and cash equivalents at beginning of year	$	200,409		$	418,917
Cash and cash equivalents at end of year	$	279,137		$	200,409

We will need to raise capital to satisfy our capital needs and grow our company. Future capital needs will require us to sell additional equity or debt securities that will dilute or subordinate the rights of our common stockholders, and our inability to raise capital when needed could cause our business to fail.

~~Net~~To ~~Cash~~develop ~~Used~~our business as currently planned, we will need to raise additional capital. Moreover, our costs and expenses may be even greater than currently anticipated, and there may be investments or expenses that are presently unforeseen. In ~~Operating~~any ~~Activities~~case, we may be unable to raise sufficient capital to fund these costs and achieve significant revenue generation. Moreover, our future capital requirements are also difficult to predict with precision, and our actual capital requirements may differ substantially from those we currently anticipate.

~~Cash~~21 ~~used~~Table ~~in operating activities reflects net loss adjusted for certain non-cash items, including depreciation expense, amortization~~ of right of use assets and stock-based compensation, impairment on receivables and the effects of changes in operating assets and liabilities. The increase in cash used in operating activities for the year ended June 30, 2024, as compared to 2023 was primarily due to increase of inventories for production and distribution of renewable commodities and decrease of advanced from related parties.Contents

InAs ~~the~~a ~~operation analysis~~result, ~~the~~we ~~net~~will ~~cash~~need ~~used~~to inseek ~~operating~~equity ~~activities~~or ~~decreased~~debt ~~from~~financing ~~$1,656,896~~ to ~~$2,042,064.~~finance ~~The~~a ~~operation~~large ~~loss~~portion of ~~$3,187,662~~our ~~was~~future ~~partially~~capital ~~offset~~requirements. bySuch ~~the~~financing ~~noncash~~might ~~expenses~~not ~~such~~be asavailable ~~$417,517~~to inus ~~depreciation,~~when ~~$115,359~~needed inor ~~amortization,~~on ~~$388,048~~terms inthat ~~share-based~~are ~~compensation~~acceptable, ~~$103,380~~or inat ~~interest~~all. ~~expenses~~We onwill ~~promissory~~likely ~~notes,~~issue ~~$45,926~~additional inequity ~~lease~~securities ~~interest~~and ~~expense,~~may ~~$57,323~~issue indebt ~~impairment~~securities ofor ~~receivables,~~otherwise ~~$177,200~~incur ~~from~~debt ~~advance to supplier written off, $134,042~~ in ~~impairment~~the offuture ~~assets~~to ~~held~~fund ~~for~~our ~~sale,~~business ~~property,~~plan. ~~plant~~If ~~and~~we ~~equipment~~issue ~~written~~equity ~~off~~or ofconvertible ~~$3,979,~~debt ~~write~~securities ~~down~~to ofraise ~~inventories~~additional ~~of $15~~funds,~~587,~~ ~~inventories~~our ~~written~~existing ~~off~~stockholders ofwill ~~$5,978~~experience ~~and $21~~dilution,~~316~~ ~~from deposit on acquisition of subsidiary written off. In the operating assets~~ and ~~liabilities,~~ the ~~net~~new ~~increase~~equity of(including ~~cash~~preferred ~~outflow~~equity) inor ~~current~~debt ~~assets~~securities ~~such~~or as other ~~receivables,~~indebtedness ~~deposits~~may ~~and~~have ~~prepayments~~rights, ~~inventories~~preferences, and ~~accounts~~privileges ~~receivables~~senior ~~and~~to ~~current~~those ~~liabilities such as accrued liabilities and other payables which are greater than the net increase~~ of ~~cash~~our ~~inflow~~existing instockholders. ~~current~~If ~~liabilities~~we ~~such~~incur ~~as,~~additional ~~advances from related parties~~debt, ~~and~~it ~~accounts~~may ~~payable~~increase ~~which~~our ~~resulted~~leverage inrelative ~~$368,297~~to ~~negative~~our ~~cash~~earnings ~~flow~~or ~~effect adding~~ to ~~loss~~our inequity ~~operation and after offset by non-cash expenses~~ capitalization, ~~the~~requiring ~~final~~us ~~result~~to ofpay ~~the~~additional ~~cash~~interest ~~flow used in operating activities was $2,042,064~~expenses.

~~Net~~Our ~~Cash~~ability ~~Used~~to Inobtain ~~Investing~~the ~~Activities~~necessary capital in the form of equity or debt to carry out our business plan is subject to several risks, including general economic and market conditions, as well as investor sentiment regarding our business. These factors may make the timing, amount, terms and conditions of any such financing unattractive or unavailable to us. The prevailing macroeconomic environment may increase our cost of financing or make it more difficult to raise additional capital on favorable terms, if at all. If we are unable to raise sufficient capital, we may have to significantly reduce our spending and/or delay or cancel our planned activities.

~~The~~We ~~net~~may ~~cash~~also ~~used~~seek byto ~~investing~~raise ~~activity~~additional offunds ~~$16,646~~through ~~resulted~~collaborations ~~from~~and ~~purchase~~licensing ofarrangements. ~~property~~These arrangements, ~~plant~~even ~~and~~if ~~equipment~~we ofare ~~$16~~able to secure them,~~646~~ ~~and~~may ~~placement~~require ofus ~~deposit~~to inrelinquish ~~bank~~some ofrights $2to our technologies,~~000,000~~ ~~for~~or ~~the~~to ~~year~~grant ~~ended~~licenses ~~June~~on ~~30,~~terms ~~2024~~that are not favorable to us.

~~Net~~As ~~Cash~~a ~~Provided~~result Byof ~~Financing~~the ~~Activities~~foregoing, we might not be able to obtain any financing, and we might not have sufficient capital to conduct our business as projected, both of which could mean that we would be forced to curtail or discontinue our operations. If we cannot raise additional capital when we need or want to, our stock price, operations and prospects could be negatively affected, and our business could fail.

~~The~~Failure ~~net cash provided by financing activities of $4,081,720 resulted from proceeds from shares issued and shares~~ to becomply ~~issued~~with ofthe ~~$4,108,379,~~U.S. ~~advance~~Foreign ~~from~~Corrupt ~~other~~Practices ~~payables~~Act ofcould ~~$136,983~~subject ~~and~~us ~~net proceeds from drawdown of loans of $20,440, set off partially by repayments~~ to ~~lease~~penalties ~~liabilities~~ and ~~related~~other ~~interests~~adverse ~~of $138,156 and $45,926 for the year ended June 30, 2024 respectively~~consequences.

~~The~~We ~~cash~~are ~~flow~~subject ~~situation~~to ~~will~~the ~~not~~U.S. Foreign ~~allow~~Corrupt ~~for~~Practices ~~operations~~Act, which generally prohibits U.S. companies from engaging in ~~the~~bribery ~~coming~~or ~~next~~other 12prohibited ~~months~~payments byto ~~self-generated~~foreign ~~cash~~officials ~~provided~~for ~~from~~the ~~operating~~purpose ~~activities.~~of ~~The~~obtaining ~~Company~~or ~~needs~~retaining tobusiness. ~~increase~~In ~~cash~~addition, ~~flow~~we ~~supplies~~are ~~with~~required ato ~~long-term~~maintain ~~plan~~records ~~until~~that ~~the~~accurately ~~Company~~and ~~makes~~fairly ~~sustainable~~represent ~~profits~~our transactions and ~~has~~have aan ~~positive~~adequate ~~cash~~system ~~flow~~of internal accounting controls. ~~Otherwise~~Foreign companies, ~~loans~~including ~~from~~some ~~related~~that ~~parties~~ may becompete awith ~~temporary~~us, ~~solution~~are not subject to these prohibitions, ~~although~~and wetherefore may have noa ~~written~~competitive ~~loan~~advantage ~~agreements~~over us. ~~There~~If isour noemployees ~~guarantee~~or ~~that~~other weagents ~~will~~are befound ~~able~~ to ~~secure~~have ~~adequate~~engaged ~~financing.~~in Ifsuch practices, we ~~fail~~could tosuffer ~~secure~~severe ~~sufficient~~penalties ~~funds,~~and ~~our~~other ~~business~~consequences ~~activities~~that may behave ~~curtailed~~a material adverse effect on our business, orfinancial wecondition ~~may~~and ~~cease~~results toof ~~operate~~operations.

~~Off-Balance~~Changes ~~Sheet~~in ~~Arrangements~~U.S. climate policy may adversely affect the demand for our solutions and our business prospects.

WeThe doongoing ~~not~~impacts of climate change have ~~any~~intensified ~~off~~focus on environmental issues globally. In response, the prior U.S. presidential administration implemented several climate-~~balance~~related ~~sheet~~initiatives, ~~arrangements~~including: ~~that~~(i) ~~have~~having orthe ~~are~~U.S. ~~reasonably~~rejoin ~~likely~~the toParis ~~have~~Agreement in 2021, (ii) announcing a ~~current~~target orto ~~future~~reduce ~~effect~~U.S. ongreenhouse ~~our~~gas ~~financial~~emissions ~~condition~~by 50% to 52% by 2030, ~~changes~~and inpassing ~~financial~~the ~~condition~~Inflation Reduction Act of 2022, ~~revenues~~which orincluded ~~expenses~~nearly $370 billion in climate-related provisions that provide funding, ~~results~~programs, ofand ~~operations~~incentives to accelerate the U.S.’s transition to a clean energy economy. In contrast, ~~liquidity~~the current administration has signaled a shift in federal policy, ~~capital~~with ~~expenditures~~a reduced emphasis on climate change initiatives, orenvironmental ~~capital~~regulations, ~~resources~~and ~~that~~support isfor ~~material~~clean toenergy ~~investors~~adoption.

~~Item~~Our 7Aproducts are designed to serve as carbon-negative alternatives to traditionally carbon intensive products. ~~Quantitative~~A diminished federal focus on climate-related policies and ~~Qualitative~~incentives ~~Disclosures~~could ~~About~~reduce ~~Market~~interest ~~Risk~~among our target licensees end-users in adopting our solutions, particularly if our products are perceived as more expensive or politically unfavorable compared to conventional alternatives. This shift in market dynamics could materially and adversely effect our business, financial condition and results of operations.

AsIf awe ~~“smaller~~fail ~~reporting~~to ~~company”~~continue developing and improving upon our sustainable products, we ~~are~~may ~~not~~fall ~~required~~behind toour ~~provide~~competitors ~~the~~and ~~information~~our ~~required~~financial byperformance ~~this~~may ~~Item~~be adversely impacted.

20We ~~Table~~operate in a competitive industry where the participants continuously develop innovative new products and solutions that enable their customers to work more efficiently, reduce their environmental footprint and realize greater cost savings. This is especially so in relation to changing customer preferences and demands for high-performance sustainability solutions with enhanced emissions and/or circularity profiles, including those with greater recycled content and/or innovations to existing products, that help them to deliver on their own climate or emissions-related commitments. Failure to continue leveraging innovation and other sustainability initiatives may allow other industry participants to develop their own technologies as alternatives to our solutions, potentially resulting in early obsolescence of ~~Contents~~our solutions or our licensees, including Ergon, choosing to purchase such alternatives instead of our solutions, which would have a material adverse effect on our business, financial condition and results of operations.

~~Item~~We 8contract with third parties for the manufacture of our low-carbon asphalt products and expect to continue to do so for additional years. ~~Financial~~This ~~Statements~~reliance on third parties increases the risk that we will not have sufficient quality and ~~Supplementary~~quantities ~~Data~~of products or such quantities at an acceptable cost, which could delay, prevent or impair our business development.

~~VERDE~~We ~~RESOURCES~~rely, ~~INC~~and expect to continue to rely, on third-party manufacturers for the production of low-carbon asphalt products. All of our asphalt products are manufactured by third parties, therefore our ability to increase production going forward will depend upon the experience, certification levels, and large-scale production capabilities of those third parties’ manufacturers. This reliance on third parties increases the risk that we will not have sufficient quality and quantities of products or such quantities at an acceptable cost, which could delay, prevent or impair our business development.

~~INDEX~~A TOnumber ~~THE~~of ~~CONSOLIDATED~~our ~~FINANCIAL~~projects/contracts ~~STATEMENTS~~are complex, spanning multiple parties, years and/or products, and our future financial results may be adversely affected if we incorrectly forecast project budgets, deliver projects that do not meet contracted standards, or fail to deliver on time.

~~FOR~~Across ~~THE~~our ~~YEAR~~business ~~ENDED~~lines, ~~JUNE~~we 30will enter into contracts for complex, ~~2024~~multi-year projects that comprise multiple product lines and as such we will be exposed to inherent risks related to forecasting and budgeting, project management and delivery, and quality control. If we fail to manage these risks effectively, we could suffer severe consequences that may have a material adverse effect on our business, financial condition and results of operations. In addition, any failure to manage these risks may also impact our licensees’ ability to bid for and/or win future projects or contracts, which could reduce our profitability and damage our reputation among our licensees or potential licensees.

		Page
Reports of Independent Registered Accounting Firm - J&S Associate PLT (PCAOB ID: 6743)		F-2
Consolidated Balance Sheets		F-4
Consolidated Statements of Operations and Comprehensive Loss		F-5
Consolidated Statements of Cash Flows		F-6
Consolidated Statements of Changes in Stockholders’ Equity		F-7
Notes to Consolidated Financial Statements		F-8

Table of Contents

~~F-1~~Changes ~~Table~~in interest rates could negatively impact our results of ~~Contents~~operations, stockholders’ equity (deficit) and fair value of net assets.

~~J&S~~Interest ~~ASSOCIATE~~rates ~~PLT202206000037~~can ~~(LLP0033395-LCA)~~fluctuate &for ~~AF002380(Registered~~a ~~with~~number ~~PCAOB~~of reasons, including changes in the fiscal and ~~MIA)B-11-14,~~monetary ~~Megan~~policies ~~Avenue~~of ~~II12,Jalan~~the ~~Yap~~federal ~~Kwan~~government ~~Seng,~~and ~~50450~~its agencies, ~~Kuala~~such ~~Lumpur,~~as ~~Malaysia~~the ~~Tel:~~Federal ~~+603~~Reserve. Federal Reserve policies directly and indirectly influence the yield on our interest-~~4813~~earning ~~9469Email~~assets :and ~~info@jns~~the cost of our interest-~~associate~~bearing liabilities.~~comWebsite~~ :The ~~jns-associate~~availability of derivative financial instruments (such as options and interest rate and foreign currency swaps) from acceptable counterparties of the types and in the quantities needed could also affect our ability to effectively manage the risks related to our investment funding.~~com~~ Our strategies and efforts to manage our exposures to these risks may not be effective in the future, which could negatively impact our results of operations and the price of our Common Stock.

~~REPORT~~We OFmay ~~INDEPENDENT~~be ~~REGISTERED~~exposed ~~PUBLIC~~to ~~ACCOUNTING~~risks ~~FIRM~~relating to management’s conclusion that our disclosure controls and procedures and internal controls over financial reporting are ineffective.

We do not have an independent audit committee and our Board of Directors may be unable to fulfill the functions of such a committee, which may compromise the management of our business. Our Board of Directors currently functions as our audit committee and is comprised of four directors, only one of whom is considered to be “independent” in accordance with the requirements of Rule 10A-3 under the Securities Exchange Act of 1934 or the Nasdaq Rules. An independent audit committee plays a crucial role in the corporate governance process, assessment of the Company’s processes relating to its risks and control environment, oversight of financial reporting, and evaluation of internal and independent audit processes. The lack of an independent audit committee may prevent the Board of Directors from being independent in its judgments and ~~Stockholders~~decisions and its ability to pursue the committee’s responsibilities, which could compromise the management of our business.

~~VERDE~~If ~~RESOURCES~~we fail to maintain effective internal controls over financial reporting, ~~INC~~the price of our Common Stock may be adversely affected.

~~Opinion~~We onare ~~the~~required ~~Financial~~to ~~Statement~~establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations. Any failure of these controls could also prevent us from maintaining accurate accounting records and discovering accounting errors and financial fraud.

We ~~have~~do ~~audited~~not ~~the~~carry ~~accompanying~~business ~~consolidated~~interruption ~~balance~~insurance ~~sheet~~so ofwe ~~Verde~~could ~~Resources,~~incur ~~Inc.~~unrecoverable ~~and~~losses ~~its~~if subsidiaries (the ‘Company’) as of June 30, 2024 and 2023, and the related consolidated statement of operations and comprehensive income, stockholders’ equity (deficit), and cash flows for the years ended June 30, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”). In our ~~opinion,~~business ~~the~~is financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for the years ended June 30, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of Americainterrupted.

~~Substantial~~We ~~Doubt~~are ~~about~~subject ~~the~~to ~~Company’s~~risk ~~Ability~~inherent to ~~Continue~~our asbusiness, including equipment failure, theft, natural disasters, industrial accidents, labor disturbances, business interruptions, property damage, product liability, personal injury and death. We do not carry any business interruption insurance or third-party liability insurance or other insurance to cover risks associated with our business. As a ~~Going~~result, ~~Concern~~if we suffer losses, damages or liabilities, including those caused by natural disasters or other events beyond our control and we are unable to make a claim against a third party, we will be required to bear all such losses from our own funds, which could have a material adverse effect on our business, financial condition and results of operations.

~~The~~If ~~accompanying~~we ~~consolidated~~are ~~financial~~unable ~~statements~~to ~~have~~protect ~~been prepared assuming that~~ the ~~Company~~confidentiality ~~will~~of ~~continue~~our astrade ~~a going concern. As discussed in Note 3~~secrets, ~~the~~our ~~Company~~business ~~has generated recurring losses~~ and ~~suffered~~competitive ~~from~~position anwould ~~accumulated~~be ~~deficit of $13,480,204 as of June 30, 2024~~harmed. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regards to these matters are also described in Note 3 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Basis~~We rely on trade secrets, including unpatented know-how, technology and other proprietary information, to maintain our competitive position. However, trade secrets are difficult to protect. We limit disclosure of such trade secrets where possible but we also seek to protect these trade secrets, in part, by entering into non-disclosure and confidentiality agreements with parties who do have access to them, such as our employees, contract manufacturers, consultants, advisors and other third parties. Despite these efforts, any of these parties may breach the agreements and may unintentionally or willfully disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for ~~Opinion~~such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. Moreover, if any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent them, or those to whom they communicate it, from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position would be harmed.

~~These~~Delays ~~financial~~or ~~statements~~interruptions ~~are~~in ~~the~~shipping ~~responsibility~~products of ~~the~~our ~~Company’s~~businesses ~~management.~~could ~~Our~~affect ~~responsibility is to express an opinion on the Company’s financial statements based on~~ our ~~audits~~operations. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We ~~conducted~~rely ~~our~~on ~~audit~~third-parties into ~~accordance~~manage ~~with~~ the ~~standards~~distribution and transportation logistics of ~~the~~our ~~PCAOB~~products. ~~Those~~Transportation ~~standards~~logistics ~~require~~play ~~that~~an weimportant ~~plan~~role ~~and~~in ~~perform~~allowing ~~the~~us ~~audit~~ to ~~obtain~~supply ~~reasonable~~products ~~assurance~~to ~~about~~our ~~whether~~customers. ~~the~~Any ~~financial~~significant ~~statements~~delays, ~~are~~disruptions ~~free~~or the non-availability of ~~material~~our ~~misstatement,~~transportation ~~whether~~support ~~due~~system tocould ~~error~~negatively oraffect ~~fraud~~our operations. ~~The~~Transportation ~~Company~~operations isare ~~not~~subject ~~required~~ to ~~have~~capacity constraints, ~~nor~~high ~~were~~fuel wecosts ~~engaged~~and tovarious ~~perform~~hazards, anincluding ~~audit~~extreme ofweather ~~its~~conditions ~~internal~~and ~~control~~slowdowns ~~over~~due ~~financial~~to ~~reporting.~~labor Asstrikes ~~part~~and ofother ~~our~~work ~~audit,~~stoppages. weIf there are ~~required~~material tochanges ~~obtain~~in anthe ~~understanding~~availability or cost of ~~internal~~transportation ~~control~~or ~~over~~distribution ~~financial~~services, ~~reporting~~we ~~but~~may not ~~for~~be ~~the~~able ~~purpose~~to ofarrange ~~expressing~~alternative anand ~~opinion~~timely onmeans ~~the~~to ~~effectiveness~~transport ofour ~~the~~products ~~Company’s~~at ~~internal~~a ~~control~~reasonable ~~over~~cost, ~~financial~~which ~~reporting.~~could ~~Accordingly,~~lead weto ~~express~~interruptions noor ~~such~~slowdowns ~~opinion~~in our businesses or increases in our costs.

~~Our~~23 ~~audit~~Table ~~included performing procedures to assess the risks~~ of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.Contents

~~Critical~~Risks ~~Audit~~Related ~~Matters~~to Our Common Stock

~~Critical~~Our ~~audit~~Common ~~matters~~Stock ~~are~~qualifies ~~matters~~as ~~arising~~a ~~from~~“penny ~~the~~stock.” ~~current~~The ~~year~~rules ~~audit~~imposed ofon the ~~financial~~sale ~~statements~~of ~~that were communicated or are required to be communicated to~~ the ~~audit~~shares ~~committee,~~may oraffect inyour ~~their~~ability ~~absence, the directors, and that: (1) relate~~ to ~~accounts~~resell or disclosures that are material to the financial statements, and (2) involved especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any ~~way~~shares ~~our~~you ~~opinion~~may ~~on the consolidated financial statements~~purchase, ~~taken~~if asat ~~a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate~~all.

~~Assessment~~Our shares are defined as a “penny stock” under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for ~~impairment~~each purchaser and receive the purchaser’s written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of ~~Intellectual~~broker-dealers ~~Properties~~to make a market in or trade our Common Stock and may also affect your ability to resell any shares you may purchase.

AsMarket ~~described~~for inpenny ~~Note~~stock 2has tosuffered ~~the~~in ~~consolidated~~recent ~~financial~~years ~~statements, the intangible assets acquired~~ from ~~third~~patterns ~~parties are measured initially at fair value with an infinite live that are not being amortized. The Company annually evaluates the recoverability~~ of ~~the infinite-lived intangible~~fraud ~~assets~~and for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The recoverability of these assets is measured by a comparison of the carrying amounts to the future discounted cash flows the assets are expected to generate. If such a review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value.abuse

FStockholders should be aware that, according to SEC Release No. 34-229093, ~~Table~~the market for penny stocks has suffered in recent years from patterns of ~~Contents~~fraud and abuse. Such patterns include:

~~Our~~· ~~key~~Control ~~considerations~~of the market for the ~~determination~~security by one or a few broker-dealers that are often related to the ~~fair~~promoter ~~value~~or issuer; · Manipulation of ~~the~~prices ~~intangible~~through ~~assets,~~prearranged ~~comprising~~matching ~~Intellectual~~of ~~Properties~~purchases ~~(“IP”)~~and assales aand ~~critical~~false ~~audit~~and ~~matter~~misleading ~~was~~press ~~due~~releases; to· ~~the~~Boiler room practices involving high-pressure ~~degree~~sales oftactics ~~judgement~~and ~~involved~~unrealistic inprice ~~the~~projections ~~assessment~~by ofinexperienced ~~the~~salespersons; ~~assumptions~~· ~~used~~Excessive inand ~~deriving~~undisclosed ~~the~~bid-ask ~~future~~differential ~~discounted~~and ~~cash~~markups ~~flows~~by asselling ~~included~~broker-dealers; inand, · The wholesale dumping of the ~~worksheets~~same ~~presented~~securities toby uspromoters and broker-dealers after prices have been manipulated to ~~justify~~a ~~their~~desired ~~carrying~~level, ~~values~~along ofwith the ~~IP. These~~resulting ~~were~~inevitable ~~assessed~~collapse ~~by:~~of those prices and with consequential investor losses.

i)Our ~~Critically evaluating~~ management’s ~~assessment~~is ~~for~~aware ~~their rationale and justification~~ of the ~~assumptions~~abuses ~~used;~~that ~~ii)~~have ~~Discussions~~occurred ~~with~~historically in the ~~key~~penny ~~management~~stock ~~and~~market. ~~operational~~Although ~~personnel~~we ofdo ~~the~~not ~~Company~~expect to ~~understand~~be ~~the~~in ~~future~~a ~~plans,~~position ~~their assumptions and expected income~~ to bedictate ~~derived;~~the ~~ii)~~behavior ~~Obtained~~of ~~necessary~~the ~~supporting~~market ~~information~~or ~~and~~of ~~published~~broker-dealers ~~reports~~who toparticipate ~~support~~in the ~~forecast~~market, ~~demand~~management ~~and~~will ~~productions~~strive ~~and~~within ~~prices used in~~ the ~~worksheets;~~confines ~~ii)~~of ~~Ascertaining~~practical ~~formulas~~limitations ~~and~~to ~~linkages~~prevent in the ~~worksheets~~described ~~were~~patterns ~~properly~~from ~~set~~being ~~up;~~established ~~iii)~~with ~~Performing~~respect ~~stress~~to ~~tests~~our bysecurities. ~~reducing~~The ~~assumed~~occurrence ~~demand~~of ~~and~~these ~~production~~patterns toor ~~determine~~practices ~~impact~~could onincrease ~~cash~~the ~~flows~~volatility ~~and~~of ~~carrying~~our ~~values~~share price.

~~/s/~~An ~~J&S~~active ~~Associate~~market ~~PLT~~for our Common Stock may never develop, and we are under no obligation to seek out a more active market for our Common Stock.

~~Certified~~If ~~Public~~there ~~Accountants~~is a thin trading market or “float” for our Common Stock, the market price for our Common Stock may fluctuate significantly more than the stock market as a whole. Without a large float, our Common Stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our Common Stock may be more volatile. In addition, in the absence of an active public trading market, investors may be unable to liquidate their investment in us. Furthermore, the stock market is subject to significant price and volume fluctuations, and the price of our Common Stock could fluctuate widely in response to several factors, including, but not limited to:

~~Firm~~· ~~ID:~~our ~~6743~~quarterly or annual operating results; · changes in our earnings estimates or the failure to accurately forecast and appropriately plan our expenses; · failure to achieve our growth expectations; · failure to attract customers and retain them; · the effect of increased or variable competition on our business; · additions or departures of key or qualified personnel; · failure to adequately protect our intellectual property; · costs associated with defending claims, including intellectual property infringement claims and related judgments or settlements; · changes in governmental or other regulations affecting our business; · our compliance with governmental or other regulations affecting our business; and · changes in global or regional industry, general market, or economic conditions.

WeThe stock market has experienced extreme price and volume fluctuations in recent years that have ~~served~~significantly asaffected the quoted prices of the securities of many companies, including companies in our industry. The changes may not be possible to predict and often appear to occur without regard to specific operating performance. The price of our Common Stock could fluctuate based upon factors that have little or nothing to do with our Company’s ~~auditor~~and ~~since~~these ~~2022~~fluctuations could materially reduce our stock price.

~~Kuala~~24 ~~Lumpur,~~Table ~~Malaysia~~of Contents

~~October~~The ~~16,~~market ~~2024~~price for our Common Stock may be volatile and will fluctuate.

FThe market price for shares of our Common Stock may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond our control, including the following: (i) a decrease in the demand for market analysis or market insight products and services; (ii) the liquidity of our Common Stock or lack thereof; (iii) significant acquisitions or business combinations, strategic partnerships, joint ventures, or capital commitments by or involving us or our competitors; (iv) news reports relating to trends, concerns, technological or competitive developments, regulatory changes, and other related issues in our industry or target markets; (v) revenue and earnings performance can significantly impact investor confidence and influence share price movements; (vi) leadership transitions or high-3profile ~~Table~~personnel changes may create uncertainty among investors and impact share price stability; and (vii) rapid advancements or disruptions in technology within our industry could affect market perceptions of ~~Contents~~our company’s ability to innovate and compete, leading to share price volatility. Financial markets often experience significant price and volume fluctuations that affect the market prices of equity securities of public entities and that are, in many cases, unrelated to the operating performance, underlying asset values or prospects of such entities. Accordingly, the market price of our shares of Common Stock may decline even if our operating results, underlying asset values or prospects have not changed.

~~VERDE~~We ~~RESOURCES,~~will ~~INC~~be unable and are unlikely to pay dividends for the foreseeable future.

~~CONSOLIDATED~~To ~~BALANCE~~date, ~~SHEETS~~we have not paid, nor do we intend to pay in the foreseeable future, dividends on our Common Stock, even if we become profitable. Earnings, if any, are expected to be used to advance our activities and for general corporate purposes, rather than to make distributions to stockholders. Prospective investors will likely need to rely on an increase in the price of Company stock to profit from his or her investment. There are no guarantees that any market for our Common Stock will ever develop or that the price of our stock will ever increase.

~~(Currency~~Since ~~expressed~~we are not in ~~United~~a ~~States~~financial ~~Dollars~~position ~~(“US$”)~~to pay dividends on our Common Stock and future dividends are not presently being contemplated, ~~except~~investors ~~for~~are ~~number~~advised that return on investment in our Common Stock is restricted to an appreciation in the share price. The potential or likelihood of ~~shares)~~an increase in share price is questionable at best.

	As of June 30,
	2024			2023
ASSETS
Current asset:
Cash and cash equivalents	$	279,137		$	200,409
Deposit with banks		2,000,000			-
Accounts receivable		65,960			12,071
Inventories		309,144			96,036
Amounts due from related party		100			100
Advance to supplier		-			177,200
Prepayment		227,173			375,680
Other receivables and deposits		6,862			26,436
		2,888,376			887,932
Assets held for sale		606,043			-
Total current assets		3,494,419			887,932
Non-current assets:
Property, plant and equipment, net		2,916,006			4,009,090
Right of use assets, net		509,482			633,109
Intangible assets		33,160,631			33,191,991
Security deposit		80,000			80,000
Deposit paid for acquisition of subsidiaries		-			21,423
Total non-current assets		36,666,119			37,935,613
TOTAL ASSETS	$	40,160,538		$	38,823,545
LIABILTIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	92,250		$	73,171
Other payables		517,189			504,995
Deposit and accrued liabilities		83,671			135,774
Finance lease liabilities		22,323			172,184
Finance lease liabilities – assets held for sale		603,252			-
Operating lease liabilities		24,881			20,768
Bank loan		211,440			191,000
Promissory notes		591,170			-
Amount due to director		4,188			9,660
Amounts due to related parties		327,867			369,729
Total current liabilities		2,478,231			1,477,281
Non-current liabilities:
Finance lease liabilities		86,565			608,455
Operating lease liabilities		4,602			29,483
Promissory notes		-			487,790
Total non-current liabilities		91,167			1,125,728
TOTAL LIABILITIES		2,569,398			2,603,009
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value, 50,000,000 shares authorized, none issued and outstanding		-			-
Common stock, $0.001 par value; 10,000,000,000 shares authorized; 1,199,358,251 and 1,176,200,278 issued and outstanding as of June 30, 2024 and 2023		1,199,358			1,176,200
Common stock, $0.001 par value; 22,887,025 and 0 shares to be issued as of June 30, 2024 and 2023		22,887			-
Common stock, $0.001 par value; 375,000 and 0 shares to be cancelled as of June 30, 2024 and 2023		(375	)		-
Additional paid-in capital		49,921,380			45,415,958
Accumulated other comprehensive income		(71,906	)		(79,192	)
Accumulated deficit		(13,480,204	)		(10,292,430	)
Stockholders’ equity		37,591,140			36,220,536
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	40,160,538		$	38,823,545

Our future results may vary significantly which may adversely affect the price of our Common Stock.

~~See~~It ~~accompanying~~is ~~notes~~possible that our quarterly revenues and operating results may vary significantly in the future and that period-to-period ~~consolidated~~comparisons ~~financial~~of ~~statements~~our revenues and operating results are not necessarily meaningful indicators of the future. You should not rely on the results of one quarter as an indication of our future performance. It is also possible that in some future quarters, our revenues and operating results will fall below our expectations or the expectations of market analysts and investors. If we do not meet these expectations, the price of our Common Stock may decline significantly.

~~F-4~~We ~~Table~~are ofa ~~Contents~~“smaller reporting company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our Common Stock less attractive to investors.

~~VERDE~~We ~~RESOURCES~~are a “smaller reporting company” as defined in the JOBS Act, ~~INC~~and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “smaller reporting companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

~~CONSOLIDATED~~We ~~STATEMENTS~~may OFcontinue ~~OPERATIONS~~to ~~AND~~be ~~COMPREHENSIVE~~a smaller reporting company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (~~LOSS~~i) ~~INCOME~~the market value of our Common Stock held by non-affiliates is equal to or less than $250 million as of the last business day of the most recently completed second fiscal quarter, and (ii) our annual revenues is equal to or less than $100 million during the most recently completed fiscal year and the market value of our Common Stock held by non-affiliates is equal to or less than $700 million as of the last business day of the most recently completed second fiscal quarter.

~~(Currency~~We ~~expressed~~cannot predict if investors will find our Common Stock less attractive because we may rely on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our stock price may be more volatile. In addition, taking advantage of reduced disclosure obligations may make comparison of our financial statements with other public companies difficult or impossible. If investors are unable to compare our business with other companies in ~~United~~our ~~States~~industry, ~~Dollars~~we ~~(“US$”))~~may not be able to raise additional capital as and when we need it, which may materially and adversely affect our financial condition and results of operations.

	Years ended June 30,
	2024			2023
Revenue, net	$	96,584		$	100,777
Cost of revenue		(62,978	)		(238,153	)
Gross profit (loss)		33,606			(137,376	)
Operating expenses:
Selling, general and administrative expenses		(2,882,376	)		(3,216,022	)
Other operating expenses		(237,047	)		-
Total operating expenses		(3,119,423	)		(3,216,022	)
LOSS FROM OPERATION		(3,085,817	)		(3,353,398	)
Other (expense) income:
Interest expense		(176,483	)		(1,918,572	)
Rental income		68,200			57,321
Other income		6,438			1,215,689
Total other expense, net		(101,845	)		(645,562	)
LOSS BEFORE INCOME TAXES		(3,187,662	)		(3,998,960	)
Income tax expense		(112	)		-
NET LOSS		(3,187,774	)		(3,998,960	)
Other comprehensive income (loss):
- Foreign currency adjustment income (loss)		7,286			(821,651	)
COMPREHENSIVE LOSS	$	(3,180,488	)	$	(4,820,611	)
Net loss per share
- Basic	$	(0.00	)	$	(0.00	)
- Diluted	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding
- Basic		1,187,606,780			1,019,752,220
- Diluted		1,187,606,780			1,019,752,220

If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our Common Stock, the price of our Common Stock and trading volume could decline.

~~See~~Any ~~accompanying~~trading ~~notes~~market for our Common Stock may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our Common Stock would likely decline. If one or more of these analysts cease coverage of our Company or fail to ~~consolidated~~regularly publish reports on us, we could lose visibility in the financial ~~statements~~markets, which could cause the price of our Common Stock and the trading volume to decline.

~~F-5~~25 Table of Contents

~~VERDE~~An ~~RESOURCES~~investment in our company may involve tax implications, ~~INC~~and you are encouraged to consult your own advisors as neither we nor any related party is offering any tax assurances or guidance regarding our company or your investment.

~~CONSOLIDATED~~An ~~STATEMENTS~~investment OFin ~~CASH~~our ~~FLOWS~~company generally involves complex federal, state and local income tax considerations. Neither the Internal Revenue Service nor any State or local taxing authority has reviewed the transactions described herein and may take different positions than the ones contemplated by management. You are strongly urged to consult your own tax and other advisors prior to investing, as neither we nor any of our officers, directors or related parties is offering you tax or similar advice, nor are any such persons making any representations and warrants regarding such matters.

~~(Currency~~Unanticipated ~~expressed~~changes in ~~United~~effective ~~States~~tax ~~Dollars~~rates ~~(“US$”))~~or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

	Years ended June 30,
	2024			2023
Cash flows from operating activities:
Net loss	$	(3,187,662	)	$	(3,998,960	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation of property, plant and equipment		417,517			254,852
Amortization		115,359			124,688
Stock-based compensation-consultants		252,369			519,671
Stock-based compensation-employee		135,679			-
Finance cost interest element of promissory notes (non-cash)		103,380			1,877,739
Lease interest expense		45,926			36,765
Fair value adjustment on convertible promissory notes		-			(194,865	)
Deposit paid for acquisition of subsidiary written off		21,316			-
Impairment on trade receivables		27,481			-
Impairment on other receivables		29,842			-
Impairment on advance to supplier		177,200			-
Impairment on assets held for sale		134,042			-
Write down of inventories		15,587			-
Inventories written off		5,978			-
Property, plant and equipment written off		3,979			-
Gain on disposal of a subsidiary		-			(980,714	)
Gain on disposal of property and equipment		-			(600	)
Change in operating assets and liabilities:
Accounts receivable		(81,427	)		7,785
Other receivables and deposits		(22,918	)		(846	)
Prepayments		(6,656	)		(103,624	)
Inventories		(235,677	)		(13,850	)
Accounts payables		19,725			75,768
Accrued liabilities and other payables		(38,272	)		403,259
Advanced from director		(5,472	)		(12,877	)
Advanced from related parties		30,640			348,913
Net cash used in operating activities		(2,042,064	)		(1,656,896	)
Cash flows from investing activities:
Proceeds from disposal of property, plant and equipment		-			23,000
Deposit paid for acquisition of subsidiary		-			(21,423	)
Net inflow from disposal of subsidiary		-			106,647
Net inflow on acquisition of subsidiary		-			1,140
Placement of deposit with bank		(2,000,000	)		-
Purchase of property, plant and equipment		(16,646	)		(497,302	)
Net cash used in investing activities		(2,016,646	)		(387,938	)
Cash flows from financing activities:
Repayment to lease liabilities		(138,156	)		(102,234	)
Drawdown of bank loan		50,000			301,000
Repayment of bank loan		(29,560	)		(110,000	)
Advanced from other payables		136,983			-
Lease interest paid		(45,926	)		(36,765	)
Proceeds from issuance of common stock and common stock to be issued		4,108,379			1,576,280
Net cash provided by financing activities		4,081,720			1,628,281
Net change in cash and cash equivalent		23,010			(416,553	)
Foreign currency translation adjustment		55,718			198,045
Net change in cash and cash equivalents		78,728			(218,508	)
BEGINNING OF YEAR		200,409			418,917
END OF YEAR	$	279,137		$	200,409
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

We will be subject to income taxes in the United States, and our domestic tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

~~See~~● ~~accompanying~~changes ~~notes~~in the valuation of our deferred tax assets and liabilities; ● expected timing and amount of the release of any tax valuation allowances; ● tax effects of stock-based compensation; ● costs related to ~~consolidated~~intercompany ~~financial~~restructurings; ~~statements~~or ● changes in tax laws, regulations or interpretations thereof.

~~F-6~~In ~~Table~~addition, we may be subject to audits of ~~Contents~~our income, sales and other transaction taxes by federal, state and local authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

~~VERDE~~Anti-takeover ~~RESOURCES~~provisions in Nevada law could discourage, ~~INC~~delay or prevent a change in control of our company and may affect the trading price of our Common Stock.

~~CONSOLIDATED~~Some ~~STATEMENTS~~of OFthe ~~CHANGES~~provisions INof ~~STOCKHOLDERS’~~Nevada ~~EQUITY~~law ~~(DEFICIT)~~may have the effect of delaying, deferring or discouraging another person from acquiring control of our company or removing our incumbent officers and directors. These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection against an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging such proposals.

~~FOR~~ITEM ~~THE~~1B. ~~YEARS~~Unresolved ~~ENDED~~Staff ~~JUNE 30, 2024 AND 2023~~Comments.

~~(Currency expressed in United States Dollars (“US$”), except for number of shares)~~None.

	Common stock						Common stock to be			Common stock to be			Additional paid-in			Accumulated other comprehensive			Accumulated			Totalstockholders’
	No. of shares			Amount			issued			cancelled			capital			income (loss)			deficit			equity
Balance as of July 1, 2022		819,188,055		$	810,742		$	8,446		$	-		$	22,945,190		$	742,459		$	(10,357,920	)	$	14,148,917
Shares issued to service provider		5,315,000			5,315			-			-			870,185			-			-			875,500
Stock issued for previously committed private placement		-			8,446			(8,446	)		-			-			-			-			-
Shares issued for private placement		18,554,834			18,555			-			-			1,578,725			-			-			1,597,280
Shares issued arising from conversion of promissory notes		333,142,389			333,142			-			-			20,021,858			-			-			20,355,000
Fair value adjustment on conversion of promissory notes		-			-			-			-			-			-			4,064,450			4,064,450
Net loss for the year		-			-			-			-			-			-			(3,998,960	)		(3,998,960	)
Foreign currency translation adjustment		-			-			-			-			-			(12,631	)		-			(12,631	)
Cumulative translation adjustment transferred to profit/loss		-			-			-			-			-			(809,020	)		-			(809,020	)
Balance as of June 30, 2023		1,176,200,278		$	1,176,200		$	-		$	-		$	45,415,958		$	(79,192	)	$	(10,292,430	)	$	36,220,536
Balance as of July 1, 2023		1,176,200,278		$	1,176,200		$	-		$	-		$	45,415,958		$	(79,192	)	$	(10,292,430	)	$	36,220,536
Shares issued to service provider		1,000,000			1,000			-			-			99,000			-			-			100,000
Shares issued for private placement		22,662,899			22,663			-			-			2,128,544			-			-			2,151,207
Shares to be issued for private placement		21,988,335			-			21,988			-			2,145,012			-			-			2,167,000
Common stock subject to forfeiture					-			-			(1,175	)		(175,105	)		-			-			(176,280	)
Shares cancelled		(800,000	)		(800	)		-			800			-			-			-			-
Shares to be issued to service providers		397,108			-			397			-			138,794			-			-			139,191
Shares to be issued to employee		501,580			-			502			-			135,177			-			-			135,679
Share based payment		-			-			-			-			-			-			-			107,040
Reissued of shares previously cancelled to service providers		295,076			295			-			-			-			-			-			295
Net loss for the year		-			-			-			-			-			-			(3,187,774	)		(3,187,774	)
Foreign currency translation adjustment		-			-			-			-			-			7,286			-			7,286
Balance as of June 30, 2024		1,222,245,276		$	1,199,358		$	22,887		$	(375	)	$	49,921,380		$	(71,906	)	$	(13,480,204	)	$	37,591,140

Table of Contents

~~See~~ITEM ~~accompanying notes to consolidated financial statements~~1C. Cybersecurity

~~F-7~~Cybersecurity ~~Table~~Risk ofManagement ~~Contents~~

~~VERDE~~We ~~RESOURCES~~are in the process of implementing a structured cybersecurity risk management framework designed to assess, ~~INC~~identify, and manage material risks from cybersecurity threats. These processes are being integrated into our overall enterprise risk management system to ensure that cybersecurity considerations are embedded within broader risk assessment and mitigation efforts. As part of this framework, we plan to engage qualified third-party consultants and auditors to assist in identifying risks, validating controls, and supporting continuous improvement. We also intend to establish oversight procedures to evaluate and monitor risks associated with our use of third-party service providers.

~~NOTES~~Cybersecurity TORisks ~~CONSOLIDATED FINANCIAL STATEMENTS~~

~~FOR~~To ~~THE~~date, ~~YEARS~~we ~~ENDED~~have ~~JUNE~~not 30experienced a cybersecurity incident that has materially affected our business strategy, ~~2024~~results ~~AND~~of ~~2023~~operations, or financial condition. While we recognize that evolving cybersecurity threats could pose risks, we currently believe such risks are not reasonably likely to materially affect our performance.

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

~~NOTE~~Our 1Board -of ~~ORGANIZATION~~Directors ~~AND~~retains ~~BUSINESS~~overall ~~BACKGROUND~~responsibility for oversight of cybersecurity risks. Once formed, we intend to formally delegated this oversight function to the audit committee, which will receive regular reports from management regarding cybersecurity risk assessments, monitoring activities, and incident response planning. We intend to update the audit committee as frequently as warranted by material developments, but in no event less often than annually.

~~Verde~~Day-to-day ~~Resources~~responsibility for managing cybersecurity risks rests with senior management, ~~Inc.~~including (the ~~“We”~~Chief orOperating ~~“Company”~~Officer, orwith ~~“VRDR”)~~support ~~was~~from ~~incorporated~~external oncybersecurity ~~April~~advisors. 22Management is responsible for overseeing the Company’s prevention, ~~2010~~detection, inand response measures, as well as the ~~State~~development of ~~Nevada~~incident response and recovery plans. Management receives updates from third-party service providers, Uconsultants, and internal staff, and reports these matters to the Board of Directors or the Audit Committee on a scheduled basis.~~S.A..~~

WeITEM ~~currently operate in the production and distribution of renewable commodities and real property holding~~2. ~~The~~ Company has undergone a restructuring exercise to shift its focus towards renewable energy and sustainability development with the world faced with challenges of climate change and environmental dehydrationProperties.

AsOur ofcorporate ~~June~~and 30executive office is located at 8112 Maryland Ave, ~~2024~~Suite 400, ~~the~~St. ~~Company~~Louis, ~~has~~Missouri ~~the~~63105, ~~following subsidiaries:~~telephone number (314) 530-9071. We believe that our existing facilities are adequate to meet our current requirements and will continue to evaluate our facilities sufficiency as each lease nears expiration.

Name of subsidiary	Place of incorporation	Principal activitiesand place of operation	Effectiveinterestheld
Verde Resources Asia Pacific Limited (“VRAP”)	British Virgin Islands	Investment holding	100%
Verde Resources (Malaysia) Sdn Bhd (“Verde Malaysia”)	Malaysia	Manufacturing and distribution of renewable agricultural commodities, and provision of consultation services related thereto	100%
Verde Renewables, Inc. (“VRI”)	State of Missouri, U.S.A.	Management of a processing and packaging facility	100%
Verde Life Inc. (“VLI”)	State of Oregon, U.S.A.	Distribution of THC-free cannabinoid (CBD) products [Operation terminated]	100%
The Wision Project Sdn Bhd (“Wision”)	Malaysia	Digital innovation, marketing & consulting firm provides PR, Branding, influencer marketing, event management and media relations services	100%
Verde Estates LLC (“VEL”)	State of Missouri, U.S.A.	Holding real property	100%
Bio Resources Limited (“BRL”)	Labuan, Malaysia	Proprietor of pyrolysis technology	100%

We currently lease the following real properties:

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

Location	Rent/Own	Mortgage/Lease Terms	Use
St. Louis, Missouri	Rent	December 1, 2025	Corporate Headquarters
St. Louis, Missouri	Rent	June 23, 2026	Corporate Housing
Jalan Silam, Sabah Malaysia	Rent	December 21, 2027	BioFraction Factory Site

~~F-8~~ITEM ~~Table~~3. ofLegal ~~Contents~~Proceedings.

~~VERDE~~From ~~RESOURCES~~time to time, ~~INC~~we may be involved in various legal proceedings and claims arising in the ordinary course of business. Management believes that the dispositions of these matters, individually or in the aggregate, are not expected to have a material adverse effect on our financial condition. However, depending on the amount and timing of such disposition, an unfavorable resolution of some or all of these matters could materially affect the future results of operations or cash flows in a particular year. We are not involved in any material legal proceedings, nor are we aware of any legal proceedings threatened or in which any director or officer or any of their affiliates is a party adverse to our Company or has a material interest adverse to us.

~~NOTES~~ITEM TO4. ~~CONSOLIDATED~~Mine ~~FINANCIAL~~Safety ~~STATEMENTS~~Disclosures.

~~FOR~~ Note ~~THE YEARS ENDED JUNE 30, 2024 AND 2023~~applicable.

~~(Currency~~27 ~~expressed~~Table ~~in United States Dollars (“US$”), except for number~~ of ~~shares)~~Contents

~~During~~PART ~~the years ended June 30, 2024, and 2023, there are the major transactions, as below:~~II

~~BRL~~Market owns the intellectual property known as “Catalytic Biofraction Process”, a slow pyrolysis process using a proprietary catalyst to depolymerise palm biomass wastes (empty fruit bunches or palm kernel shells) in temperature range of 350 degree Celsius to 500 degree Celsius to yield commercially valuable bio products: bio-oil, wood vinegar (pyroligneous acid), biochar and bio-syngas. The intellectual property is a second-generation pyrolysis process where non-food feedstock like the palm biomass wastes is used as feedstock.Information

OnOur ~~March~~Common ~~13,~~Stock ~~2023,~~is ~~the~~quoted ~~Company~~on ~~through its wholly-owned subsidiary Verde Resources Asia Pacific Limited (“VRAP”), a company incorporated under~~ the ~~laws of the British Virgin Islands~~OTCQB, ~~entered into a Share Sale Agreement (the “SSA Agreement”) with Jusra Mining Merapoh Sdn Bhd (“JMM”), a company incorporated~~ under the ~~laws~~symbol ~~of Malaysia, to sell the entire issued and paid-up share capital of Champmark Sdn Bhd (~~“~~CSB~~VRDR”~~), an indirect wholly-owned subsidiary of the Company engaged in the mining business~~. ~~Under~~Our ~~the~~stock ~~terms~~was ofapproved ~~the SSA Agreement, the consideration~~ for ~~the~~quotation ~~sale~~on of the ~~entire~~OTCBB ~~issued~~on ~~and~~September ~~paid-up share capital of CSB shall be satisfied in full by the payment of Malaysia Ringgit MYR 500~~26,~~000.~~ The Company has been undergoing a restructuring exercise to shift its focus towards renewable energy and sustainability development with the world faced with challenges of climate change and environmental dehydration2012. ~~The~~However, ~~disposition~~our ofCommon ~~the~~Stock ~~mining~~did ~~business~~not ~~via~~begin ~~the~~active ~~sale~~trading ofuntil ~~the~~October ~~entire issued and paid-up share capital of CSB is in line with the Company’s restructuring effort to focus on renewable energy and sustainability~~2013. ~~The disposition of Champmark Sdn Bhd (“CSB”) was completed on April 20, 2023.~~

~~Effective~~The ~~March~~following ~~30,~~table ~~2023,~~sets ~~Carl~~forth ~~Craven~~the ~~voluntarily~~high ~~resigned~~and ~~from~~low ~~his~~bid ~~position~~prices asfor ~~Director~~our ofCommon ~~the~~Stock ~~Company.~~per Byquarter ~~resolution~~as ofreported by the ~~Board~~OTCQB offor ~~Directors,~~the ~~Jack~~most ~~Wong~~recent ~~was~~two ~~appointed~~(2) ~~Director~~fiscal ofyears, ~~the~~based ~~Company~~on ~~for~~our afiscal ~~one (1)~~ year ~~term,~~end ~~effective~~June ~~March~~ 30, ~~2023~~2025. ~~Jack~~These ~~Wong~~prices ~~was~~represent toquotations ~~hold~~between ~~the~~dealers ~~Board~~without ~~position~~adjustment ~~formerly~~for ~~held~~retail bymark-up, ~~Carl~~markdown ~~Craven~~or commission, and may not represent actual transactions.

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

Fiscal Quarter Ended	High		Low

FISCAL YEAR ENDED JUNE 30, 2024

September 30, 2023	$	0.43	$	0.0651
December 31, 2023	$	0.17	$	0.0721
March 31, 2024	$	0.15	$	0.101
June 30, 2024	$	0.57	$	0.105

FISCAL YEAR ENDED JUNE 30, 2025

September 30, 2024	$	0.37	$	0.1241
December 31, 2024	$	0.283	$	0.1214
March 31, 2025	$	0.205	$	0.111
June 30, 2025	$	0.17	$	0.0844

~~Effective~~As ~~September~~of 12October 20, ~~2023~~2025, ~~the~~we ~~Board~~had of233 ~~Directors~~shareholders of ~~the~~record ~~Company~~of ~~appointed~~our ~~Jack~~Common ~~Wong,~~Stock ~~CEO~~ and ~~Director of the Company~~1,269,280,891 asshares ~~Chairman~~issued ofand ~~the Board~~outstanding.

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

~~Effective~~We ~~June~~have ~~18,~~not ~~2024,~~paid ~~Joesph~~any ~~Ambrose~~cash ~~Lee~~dividends ~~tendered~~on ~~his~~our ~~resignation~~Common asStock ~~Director~~ and ~~Chairman~~have no present intention of paying any dividends on the ~~Board~~shares of our Common Stock. ByOur ~~resolution~~current ofpolicy ~~the~~is ~~Board,~~to ~~Balakrishnan~~retain Bearnings, Sif ~~Muthu~~any, ~~Director~~for use in our operations and ~~Chief~~in ~~Financial~~the ~~Officer~~development of ~~the~~our ~~Company,~~business. ~~was~~Our ~~appointed~~future ~~Chairman~~dividend ofpolicy ~~the~~will ~~Board~~be todetermined ~~replace~~from ~~Joesph~~time ~~Ambrose~~to ~~Lee~~time ~~effective~~by ~~June~~our ~~18,~~board ~~2024~~of directors.

~~Effective~~Recent ~~October~~Sales 1,of ~~2023,~~Unregistered ~~the~~Securities; ~~Company~~Use ~~appointed~~of ~~Eric~~Proceeds ~~Bava~~from ~~and~~Registered ~~Andre van Zyl as Chief Operating Officer and Chief Technology Officer respectively to drive the Company’s climate-tech innovation.~~Securities

~~Subsequently~~We ondid ~~May~~not 15sell any equity securities which were not registered under the Securities Act during the year ended June 30, ~~2024~~2025, ~~Andre~~that ~~van~~were ~~Zyl~~not ~~stepped~~otherwise ~~down~~disclosed ~~from~~on ~~his~~our ~~position~~quarterly asreports ~~Chief~~on ~~Technology~~Form ~~Officer~~10-Q ofor our current reports on Form 8-K filed during the ~~Company~~fiscal year ended June 30, 2025, except the following transaction.

~~F-9~~On ~~Table~~May 20, 2025, the Company issued 249,999 restricted shares of ~~Contents~~its Common Stock for $24,999.90 at $0.10 per share to one U.S. shareholder and one non-U.S. shareholder.

~~VERDE~~On ~~RESOURCES~~June 1, ~~INC~~2025, the Company issued 1,500,000 shares of the Company’s restricted Common Stock to Sundeo Pty Ltd, an affiliate designated by C-Twelve, pursuant to the joint development agreement with C-Twelve.

~~NOTES~~28 TOTable ~~CONSOLIDATED~~of ~~FINANCIAL STATEMENTS~~Contents

~~FOR~~On ~~THE~~June ~~YEARS~~1, ~~ENDED~~2025, ~~JUNE~~the 30Company issued 350,000 ~~2024~~restricted ~~AND~~shares ~~2023~~of the Company’s Common Stock to Karl Strahl, a Director of the Company, as part of the compensation package in the Director Appointment Agreement that the Company entered into with Karl Strahl on May 1, 2025.

~~(Currency~~Purchase ~~expressed~~of inEquity ~~United~~Securities ~~States~~by ~~Dollars~~the ~~(“US$”),~~Issuer ~~except~~and ~~for~~Affiliated ~~number of shares)~~Purchasers

~~NOTE~~We 2did -not ~~SUMMARY~~purchase OFany ~~SIGNIFICANT~~of ~~ACCOUNTING~~our ~~POLICIES~~shares of Common Stock or other securities during the fiscal quarter ended June 30, 2025.

~~The~~Securities ~~accompanying~~Authorized ~~consolidated~~for ~~financial~~Issuance ~~statements~~under ~~reflect~~Equity ~~the~~Compensation ~~application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.~~Plans

·The ~~Basis~~Company ofdoes ~~Presentation~~not have any equity compensation plans and no securities are currently authorized for issuance under any such plans.

~~These~~ITEM ~~accompanying~~6. ~~consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”)~~[Reserved].

·29 ~~Use~~Table of ~~Estimates and Assumptions~~Contents

~~The~~ITEM ~~preparation of consolidated financial statements in conformity with U~~7.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 CompanyManagement’s ~~consolidated~~Discussion ~~financial statements include the useful lives of plant~~ and ~~equipment,~~Analysis ~~impairment~~ of ~~long-lived~~Financial ~~assets~~Condition ~~(including intangible assets, allowance for expected credit losses, revenue recognition, income tax provision, deferred taxes~~ and ~~uncertain~~Results ~~tax~~of ~~position~~Operations.

The ~~inputs~~following ~~into~~discussion should be read in conjunction with our consolidated financial statements and the ~~management’s~~related ~~judgments~~notes contained elsewhere in this Annual Report on Form 10-K and ~~estimates~~in ~~consider~~our ~~the~~other ~~geopolitical~~Securities ~~tension~~and Exchange Commission filings. The following discussion may contain predictions, ~~inflationary~~estimates, and ~~high~~other forward-~~interest~~looking ~~rate~~statements ~~environment~~that involve a number of risks and ~~other~~uncertainties, ~~macroeconomic~~including ~~factors~~those ondiscussed ~~the~~under ~~Company’s~~“Risk ~~critical~~Factors” and ~~significant~~elsewhere ~~accounting~~in ~~estimates~~this Annual Report on Form 10-K. ~~Actual~~These ~~results~~risks could cause our actual results to differ materially from ~~these~~any ~~estimates~~future performance suggested below.

·Our ~~Basis~~audited offinancial ~~Consolidation~~statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

The consolidated financial statements include the financial statements of Verde Resources, Inc. and its subsidiaries. All significant inter-company balances and transactions within the Company and its subsidiaries have been eliminated upon consolidation. The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair market values at the acquisition date.Overview

·We ~~Segment~~are ~~Reporting~~a road construction and building materials company offering proprietary, environmentally sustainable materials and seeking to redefine our industry with a clear mission: enabling the “Transition to Zero.” Our proprietary product BioAsphalt™ incorporates biochar, a powerful carbon sequestering material, into infrastructure with the goal of reducing emissions, improving performance, and lowering overall costs. We also offer a licensed proprietary cold mix biochar asphalt emulsifying agent, which we call “Verde V24”. Further, we expect to generate revenues from the generation by our products, and our subsequent sale, of carbon removal credits. We believe our proprietary products, know-how and business plan place us at the forefront of sustainable innovation in the construction and building materials sector, an industry we believe is long overdue for transformation.

~~Accounting~~Our ~~Standard~~strategic ~~Codification~~roadmap ~~(“ASC”) Topic 280, Segment Reporting establishes standards~~ for ~~reporting~~achieving ~~information~~net-zero ~~about~~emissions—what ~~operating~~we ~~segments~~call ~~on a basis consistent with~~ the ~~Company’s~~Verde ~~internal~~Net ~~organization~~Zero ~~structure~~Blueprint—has asachieved ~~well as information about geographical areas, business segments and major customers in consolidated financial statements. Currently,~~ the ~~Company~~following ~~operates~~significant ~~in three reportable operating segments.~~milestones:

· Concentrations of Credit Risk

	·	The issuance to our company in April 2025 of the world’s first carbon removal credit from asphalt production and application, certified by Puro.earth, the leading global registry for engineered carbon removal.

	·	Technological validation of our BioAsphalt™ by the National Center for Asphalt Technology (NCAT), including receipt of preliminary performance results from NCAT in July 2025 that demonstrated consistent durability, particularly under low-volume roadway conditions. Most recently, in September 2025, NCAT’s latest evaluation of our cold recycling mix using 100% reclaimed asphalt pavement (“RAP”) from laboratory testing demonstrated that our cold-recycled mix not only meets but exceeds industry specifications for cold-recycled asphalt. These results showed superior cohesion, high tensile strength ratio (“TSR”), and retained stability compared to standard cold mix benchmarks, validating its strength, durability, and moisture resistance.

~~The~~Our ~~Company’s~~Verde ~~financial~~Net ~~instruments~~Zero ~~that~~Blueprint ~~are~~is ~~exposed~~comprised ~~to concentrations~~ of ~~credit~~our ~~risk~~portfolio ~~primarily consist~~ of ~~its~~validated ~~cash~~technologies ~~and~~that ~~cash~~enable ~~equivalents~~the ~~and~~production ~~future receivables. The Company places its cash and cash equivalents with financial institutions~~ of ~~high~~sustainable ~~credit~~infrastructure ~~worthiness.~~materials ~~At times, its cash and cash equivalents~~ with athe ~~particular~~integrated ~~financial~~ability ~~institution~~to ~~may~~generate ~~exceed~~certified ~~any~~carbon ~~applicable~~removal ~~government insurance limits~~credits. ~~The~~This ~~Company’s~~positions ~~management~~carbon ~~plans~~sequestration tonot ~~assess~~just ~~the~~as ~~financial~~an ~~strength~~environmental ~~and credit worthiness of any parties to which it extends funds~~co-benefit, ~~and~~but as ~~such,~~a itmonetizable ~~believes~~feature ~~that~~embedded ~~any~~in ~~associated~~our ~~credit~~business ~~risk exposures are limited~~plan.

·As ~~Risks~~the ~~and~~rise ~~Uncertainties~~of artificial intelligence accelerates data center energy consumption, which is now projected to account for a growing share of global electricity use, enterprises worldwide are facing increasing pressure to offset their carbon footprints. This is driving up demand for high-integrity, verifiable carbon credits.

~~The~~Our ~~Company~~model ispresents ~~venturing~~a ~~into~~novel ~~the~~combination ~~production~~of ~~and~~infrastructure ~~distribution~~performance ofwith ~~renewable~~measurable ~~commodities~~climate ~~that~~impact, ~~are~~establishing ~~subject~~us toas ~~significant~~a ~~risks~~first ~~and~~mover ~~uncertainties,~~in ~~including~~scalable ~~financial,~~Net ~~operational,~~Zero ~~technological~~solutions, ~~and~~which ~~other~~we ~~risks~~believe ~~associated~~positions ~~with~~us awell ~~production~~to ~~operation~~meet ~~for~~the ~~renewable~~demands ~~commodities,~~of ~~including~~a ~~the~~rapidly ~~potential~~decarbonizing, ~~risk~~carbon-constrained ~~of business failure~~economy.

FWith key third-10party ~~Table~~validations from groups such as NCAT and Puro.earth in place, we are now focused on commercializing our solutions in the United States, our most strategic market. To this end, we recently entered into an exclusive licensing agreement with Ergon Asphalt & Emulsions, Inc. (“Ergon”), an industry leader in asphalt innovation and supply and one of ~~Contents~~the largest liquid asphalt and emulsion marketers in North America, for the production of asphalt surface course material containing our proprietary solution across North America. As our domestic operations scale through Ergon, we plan to license the Verde Net Zero Blueprint globally, targeting infrastructure and materials companies in countries aligned with the Paris Climate Agreement and pursuing Net Zero by 2050.

~~VERDE~~To ~~RESOURCES~~fully focus on this transition, ~~INC.~~we have exited all of our company’s legacy business lines unrelated to sustainable infrastructure technologies, including:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	·	The sale of our Malaysian mining subsidiary Champmark Sdn Bhd (“CSB”), which was completed on April 20, 2023; and

	·	The discontinuation of our CBD business following the expiration of our supply agreement with MRX Xtractors, LLC on July 6, 2024.

~~FOR THE YEARS ENDED JUNE~~ 30, ~~2024~~Table ~~AND~~of ~~2023~~Contents

We plan to expand operations and generate and grow revenue over the next twelve (~~Currency~~12) ~~expressed~~months primarily through marketing and selling our proprietary road technologies through Ergon exclusively in North America, with an initial focus on the United States. ~~Dollars~~Production ~~(“US$”)~~planning of our materials has already commenced, ~~except~~with distribution anticipated to occur through the Ergon’s established sales channels, reaching asphalt mixing plants across the United States, Canada and Mexico for ~~number~~blending ofand ~~shares)~~placement. Embedding our technology into Ergon’s nationwide business footprint would enable immediate scalability and near-term revenue generation.

·We ~~Cash~~believe our asset light business model enables scalable growth while minimizing capital intensity, creating recurring revenue streams through licensing, sales, royalties, carbon monetization, and ~~Cash~~strategic ~~Equivalents~~partnerships. We operate through our primary U.S. subsidiary, Verde Renewables, Inc., headquartered in St. Louis, Missouri.

~~Cash~~Recent and cash equivalents are carried at cost and represent cash in banks, money market funds, and certificates of term deposits with maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $279,137 and $200,409 in cash and cash equivalents at June 30, 2024 and 2023.Developments

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

·On ~~Deposits~~October 10, 2025, Verde Renewables, Inc. (“Verde Renewables”), our wholly owned subsidiary, entered into a license agreement with ~~bank~~Ergon (the “Ergon License”), pursuant to which we have granted Ergon an exclusive, non-transferable license to use, manufacture, commercialize, market, sell and distribute any product that contains or is manufactured or formed by Ergon using our proprietary cold mix biochar asphalt emulsifying agent, which we call “Verde V24”, in the United States (including its territories), Canada and Mexico, in exchange for Ergon agreeing to purchase Verde V24 from us at a fixed price (which is inclusive of all fees associated with the license, but subject to consumer price index adjustments) for use in Ergon’s asphalt road materials products.

~~Deposits~~Ergon, ~~held for investments that are not debt securities are included in short-term investments in~~ the ~~consolidated~~largest ~~balance~~asphalt ~~sheets.~~marketer ~~Investments~~ in ~~time~~North ~~deposits~~America, ~~with~~is ~~original~~a ~~maturities~~subsidiary of ~~more~~Ergon, ~~than~~Inc., ~~three~~a ~~months~~diversified ~~but~~global ~~remaining~~organization ~~maturities~~engaged ofin ~~less~~multiple ~~than~~industries. ~~one~~The ~~year~~privately ~~are~~held ~~considered~~Ergon ~~short-term~~is ~~investments.~~an ~~Investments~~industry ~~held~~pioneer ~~with~~in ~~the~~asphalt ~~intent~~innovation toand ~~reinvest~~supply, oremploying ~~hold~~more ~~for longer~~ than ~~a year~~4,000 orpeople ~~with~~and ~~remaining~~serving ~~maturities~~customers ofand ~~one~~partners ~~year~~in orover ~~more,~~90 ~~are~~countries ~~considered long-term investments~~worldwide.

AtWe ~~June~~have ~~30,~~agreed ~~2024~~with Ergon to an initial fifteen (15) month “go-to-market period”, ~~the~~during ~~interest~~which ~~rates~~there ~~and~~will ~~maturies~~be no minimum purchase requirements for Ergon’s purchases of ~~deposits~~Verde V24. For each calendar year beginning January 1, 2027, Ergon has agreed to negotiate with ~~bank~~us isin 4good faith towards the establishment of possible minimum purchase amounts based on certain customary factors.~~64%~~ ~~per~~We ~~annum~~have also agreed with Ergon that if minimum purchase amounts are agreed to for any given calendar year, we and 60Ergon will agree in good faith to ~~365~~new ~~days~~minimum ~~respectively.~~purchase amounts for each subsequent year, subject to consideration of customary factors,

·We ~~Accounts~~have ~~Receivable~~also agreed to provide Ergon with forty percent (40%) of our share of the carbon removal credits generated from the mixing of the final carbon sequestering BioAsphalt™ surface material, so long as (a) the carbon removal credits are generated from bulk mixing or packaged mixed product, and (b) the mixing of the final BioAsphalt™ surface material includes biochar purchased from us. The Ergon License additionally grants Ergon the right to use our trademarks and access to ongoing technical services to facilitate the monitoring, reporting, and verification process of each ton of carbon dioxide sequestered.

~~Accounts~~31 ~~receivables~~Table ~~are recognized and carried at net realizable value. An allowance for doubtful accounts will be recorded in the period when a loss is probable based on an assessment~~ of specific evidence indicating troubled collection, historical experience, accounts aging, ongoing business relation and other factors. Accounts are written off after exhaustive efforts at collection. If accounts receivable are to be provided for, or written off, they would be recognized in the consolidated statement of operations within operating expenses. As of June 30, 2024, and 2023, the longest credit term for certain customers are 60 days.Contents

AtThe ~~June~~term ~~30,~~of ~~2024~~the ~~and~~Ergon ~~2023~~License is ten (10) years, ~~the~~with ~~allowance~~an automatic renewal for ~~doubtful~~additional ~~accounts~~ten ~~for~~(10) ~~accounts~~year ~~receivables~~periods, ~~amounted~~subject to ~~$27~~a minimum of six (6) months’ notice of cancellation prior to renewal. The Ergon License may be terminated in the event of non-payment of amounts due,~~481~~ ~~and~~initiation $0of ~~respectively~~bankruptcy proceedings, ~~and~~or under other customary terms. Additionally, Ergon may terminate the Ergon License upon sixty (60) days’ prior written notice in the event that our Chief Executive Officer, Jack Wong, or our Chief Operating Officer, Eric Bava, are removed from their respective positions with the Company for reasons other ~~receivables~~than ~~amounted~~termination tofor ~~$29~~cause or voluntary resignation. The Ergon License additionally contains provisions regarding confidentiality,~~842~~ indemnification, and $0representations ~~respectively~~and warranties of the parties that are customary for such an agreement.

·The ~~Expected~~foregoing ~~Credit~~description ~~Loss~~of the Ergon License is not complete and is qualified in its entirety by reference to the full text of the Ergon License, a copy of which is filed as Exhibit 10.1 to this Annual report.

~~ASU~~Key ~~No.~~Factors 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition of losses than under the previous incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred. There are other provisions within the standard that ~~affect~~Affect ~~how~~Our ~~impairments~~Results of other financial assets may be recorded and presented, and that expand disclosures. The Company adopted the new standard effective July 1, 2023, the first day of the Company’s fiscal year and applied to accounts receivable and other financial instruments. The adoption of this guidance did not materially impact the net earning and financial position and has no impact on the cash flows.Operations

·We ~~Inventories~~believe the following key factors may affect our financial condition and results of operations:

~~Inventories~~● ~~are~~Ergon ~~stated~~License: atOur entry into the ~~lower~~Ergon License is expected to drive long-term revenue growth through product sales of ~~cost~~Verde orV24 ~~market~~and ~~value~~related ~~(net~~proprietary ~~realizable~~materials. ~~value),~~The ~~cost~~Ergon ~~being~~License ~~determined~~establishes onErgon aas ~~first-~~the exclusive licensee for Verde V24 in the United States, Canada and Mexico, enabling large-~~first-out~~scale ~~method~~commercialization of our Verde V24 technology while allowing us to expand our business without the capital demands of direct manufacturing or distribution. ~~Cost~~● Adoption of ~~raw~~Biochar-Asphalt ~~materials~~Technology: ~~include~~Market ~~cost~~acceptance of ~~materials~~the Verde Net Zero Blueprint technologies by contractors, state Departments of Transportation, and ~~incidental~~private ~~costs~~sector incustomers ~~bringing~~will ~~the~~influence ~~inventory~~royalty streams and future expansion opportunities. ● Carbon Credit Monetization: The issuance, pricing, and sales of certified carbon removal credits tied to ~~its~~our ~~current~~biochar-based ~~location~~asphalt applications will be a key driver of financial performance. ● Operational and Integration Costs: ofExpenses ~~finished~~related ~~goods~~to technology transfer, oncompliance ~~the~~monitoring, ~~other~~and ~~hand~~integration ~~include~~into ~~material~~licensee production systems will impact near-term margins. ● Regulatory and Environmental Policies: Federal and state infrastructure spending, ~~labor~~emissions reduction mandates, and ~~overhead~~climate ~~costs~~policies may accelerate the adoption of our technology and corresponding revenue growth. ~~The~~● ~~Company~~Continuous ~~provides~~Improvement ~~inventory~~and ~~allowances~~Innovation: ~~based~~Continuous improvement and innovation on ~~excess~~our core technologies to enhance performance, durability, and ~~obsolete~~environmental ~~inventories~~benefits. ~~determined~~● ~~principally~~Maintaining bythe ~~customer~~Quality ~~demand~~of our Products: Maintain robust quality assurance and measurement systems to confirm that all licensed products consistently meet our technical specifications and industry standards.

As32 ofTable ~~June 30, 2024, and 2023, the write down~~ of ~~inventories amounted to $15,587 and $0 respectively, and inventories written off amounted to $5,978 and $0 respectively.~~ Contents

·Results ~~Property,~~of ~~Plant and Equipment~~Operations

~~Property,~~The ~~plant and~~following ~~equipment~~table ~~are~~provides ~~stated~~selected atfinancial ~~cost~~data ~~less~~about ~~accumulated~~our ~~depreciation~~company ~~and~~for ~~accumulated impairment losses, if any. Depreciation is calculated on~~ the ~~straight-line~~years ~~basis~~ended ~~over~~June ~~the~~30, ~~following~~2025, ~~expected useful lives from the date on which they become fully operational~~ and ~~after~~June ~~taking~~30, ~~into account their estimated residual values:~~2024.

	Expected useful life
Statement of Operation	June 30,
Land and buildings	3-27.5 years
	2025			2024			Change
Plant and machinery	5-10 years
	USD			USD			USD			%
Office equipment	3 years
Revenue	$	133,202		$	96,584			36,618		$	37.9	%
Project equipment	5 years
Cost of revenue		(51,789	)		(62,978	)		11,189			(17.8	)%
Computers	5 years
Gross profit		81,413			33,606			47,807			142.3	%
Motor vehicles	5 years
Selling, general and administrative expenses		(5,889,024	)		(2,882,376	)		(3,006,648	)		104.3	%
Furniture and fittings	5 years
Other operating expenses		(214,410	)		(237,047	)		22,637			(9.5	)%
Renovation	10 years
Loss from operation		(6,022,021	)		(3,085,817	)		(2,936,204	)		95.2	%
Interest expense		(102,703	)		(176,483	)		73,780			(41.8	)%
Other income		1,341,711			74,638			1,267,073			1,697.6	%
Net loss before income tax		(4,783,013	)		(3,187,662	)		(1,595,351	)		50.0	%
Provision of income tax		-			(112	)		112			(100	)%
NET LOSS	$	(4,783,013	)	$	(3,187,774	)		(1,595,239	)		50.0	%

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterment which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of income and other comprehensive income in other income or expenses.Revenue

FWe have generated $133,202 in revenue for the year ended June 30, 2025, representing an increase of $36,618, or 37.9%, compared to revenue of $96,584 in the prior year. The increase was primarily attributable to a shift in product mix, with greater sales of our higher-11margin ~~Table~~Biochar Asphalt Premix, which became the predominant revenue driver in 2025. In contrast, revenue in 2024 also included sales of ~~Contents~~raw biochar, which carries lower margins and contributed a larger share of revenue in that year.

~~VERDE~~Cost ~~RESOURCES,~~of ~~INC.~~revenue

~~NOTES~~Cost TOof ~~CONSOLIDATED~~revenue ~~FINANCIAL~~in ~~STATEMENTS~~2025 comprised the cost of Biochar Asphalt products sold whereas the cost for the year ended June 30, 2024 also included cost of biochar produced. Consequently, cost of revenue decreased by $11,189 or 17.8%, from $62,978 in the year ended June 30, 2024, to $51,789 during the year ended June 30, 2025. The decrease was primarily due to a change in the composition of products sold. During fiscal 2024, the cost of revenue included the production costs associated with raw biochar, which carried higher relative production and handling costs.

~~FOR~~Gross ~~THE~~Profit ~~YEARS ENDED JUNE 30, 2024 AND 2023~~(Loss)

~~(Currency~~Gross ~~expressed~~profit infor ~~United~~the ~~States~~year ~~Dollars~~ended ~~(“US~~June 30, 2025 was $”)81,413, ~~except~~an ~~for~~increase ~~number~~of $47,807, or 142.3%, compared to gross profit of ~~shares)~~$33,606 in 2024. The improvement in gross profit was driven not only by increased revenues but also by a favorable product mix, as the Biochar Asphalt Premix that was our primary product sold in 2025 has significantly higher gross margins than raw biochar, which was a primary driver in 2024.

~~Depreciation~~33 ~~expense~~Table ~~for~~of ~~the years ended June 30, 2024 and 2023 totaled $417,517 and $254,852, respectively.~~Contents

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

·Selling, ~~Intangible~~general ~~assets~~and administrative expenses comprised mainly of salaries, office costs, legal and professional fees, consultancy fee, research and development cost and travelling expenses. We have incurred $5,889,024 and $2,882,376 in selling, general and administrative expenses through the years ended June 30, 2025 and 2024, respectively. Selling, general and administrative expenses increased year over year by 104.3%, or $3,006,648, primarily due to a special bonus of $1.25 million to Jack Wong, our Chief Executive Officer, in recognition of his contributions in transforming the Company into a pioneer in the Net Zero building materials and carbon removal industry, increase of consultancy fees (share-based compensation to nonemployees of $1,341,373) as the new agreements were entered into in the last 2 months of the previous financial year, share based compensation to an employee and a director of $432,246 and $5,534 respectively, accrued professional fees of $110,000 in relation to the planned uplisting to NASDAQ, and research and development cost of $300,000 payable to C-Twelve pursuant to the C-Twelve Agreement.

~~Intangible~~Other ~~assets~~Operating acquired from third parties are measured initially at fair value and those with an infinite live are not amortized. The Company annually evaluates the recoverability of the infinite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The recoverability of these assets is measured by a comparison of the carrying amounts to the future discounted cash flows the assets are expected to generate. If such a review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value.Expenses

AsTotal ofother operating expenses for the year ended June 30, ~~2024~~2025 was $214,410, ~~and~~a ~~2023~~decrease of $22,637, or 9.5%, compared to $237,047 for the year ended June 30 2024. Other operating expenses comprised of expenditure related to the maintenance of the plant for the production and distribution of renewable commodities which was operating at reduced capacity due to strategic decisions of the Company. ~~did~~The ~~not~~decrease ~~record~~was anmainly ~~impairment~~attributable onto the ~~intangible~~reduction ~~assets~~in the direct labor cost related to the plant from $31,526 to $7,408 for the years ended June 30, 2024 and 2025, respectively.

·Interest ~~Assets held for sale~~expense

~~The~~Total ~~Company~~interest ~~classifies~~expense ~~assets as held-~~for~~-sale~~ ~~(“disposal group”) in~~ the ~~period~~year ~~when~~ended ~~all~~June of30, ~~the~~2025 ~~relevant~~was ~~criteria~~$102,703, toa bedecrease ~~classified~~of as$73,780, ~~held~~or ~~for sale are met~~41.8%, ~~These~~compared ~~criteria include management’s commitment~~ to ~~sell~~$176,483 for the ~~disposal~~year ~~group~~ended inJune ~~its~~30, ~~present~~2024.The ~~condition~~Company ~~and~~recorded ~~the~~interest ~~sale~~expense ~~being deemed probable~~ of ~~being~~$86,456 ~~completed~~and ~~within~~$116,916 ~~one year. Assets held~~ for ~~sale are~~ ~~reported~~the atyears ~~the~~ended ~~lower~~June of30, ~~their~~2025, ~~carrying~~and ~~value~~2024, orrespectively, ~~fair~~on ~~value~~certain ~~less~~promissory ~~cost~~notes issued to ~~sell.~~a ~~The~~related ~~fair~~party as ~~values~~discussed ofin ~~disposal~~more ~~groups~~detail ~~are~~in ~~estimated~~“Note ~~using~~13 ~~accepted~~– ~~valuation~~Promissory ~~techniques,~~Note ~~including~~to ~~indicative~~Related ~~listing~~Party” ~~prices.~~to ~~The~~our ~~Company~~audited ~~considers~~financial ~~historical~~statements. ~~experience,~~Lease ~~guidance~~interest ~~received~~expenses ~~from~~amounted ~~third~~to ~~parties~~$5,368 and ~~all~~$45,926 ~~information~~for ~~available at~~ the ~~time~~years ~~the~~ended ~~estimates~~June ~~are~~30, ~~made~~2025, toand ~~derive~~2024, ~~fair value~~respectively. ~~Any~~Bank ~~loss~~loan ~~resulting~~interest ~~from~~amounted ~~the~~to ~~measurement~~$10,879 isand ~~recognized~~$13,640 infor the ~~period~~years ~~when~~ended ~~the~~June ~~held~~30, ~~for~~2025, ~~sale~~and ~~criteria~~2024, ~~are met~~respectively. The ~~Company~~decrease ~~assesses~~in ~~the~~interest ~~fair~~expenses ~~value~~is ofmainly adue ~~disposal~~to ~~group,~~settlement ~~less~~of ~~any~~lease ~~costs~~liabilities associated towith ~~sell,~~the ~~each~~disposal ~~reporting~~of ~~period~~an itasset ~~remains classified as~~ held for sale and ~~reports~~certain ~~any~~property, ~~subsequent~~plant ~~changes~~and asequipment anwhich ~~adjustment~~were tounder ~~the~~financing ~~carrying value of the disposal group~~arrangements, asand ~~long as~~ the ~~new~~early ~~carrying~~conversion ~~value~~of ~~does~~promissory ~~not~~notes ~~exceed~~with ~~the~~a ~~initial~~principal ~~carrying~~amount ~~value~~ of ~~the~~$675,888 ~~disposal~~on ~~group. Assets~~August ~~held-for-sale are~~16, ~~not amortized or depreciated~~2024.

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

·We ~~Impairment~~have other income of ~~Long-lived~~$1,341,711 ~~Assets~~for the year ended June 30, 2025, an increase of $1,267,073, or 1,697.6%, compared to $74,638 for the year ended June 30, 2024. The significant increase in other income was primarily driven by gain on insurance claim of $481,513, gain from disposal of property, plant and equipment of $164,624, interest income from placement of deposit with bank of $70,650 and unrealized foreign exchange gain of $582,034. The remaining balance of other income mainly represented rental income earned.

InNet accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as property, plant and equipment owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.loss

~~There~~As ~~has~~a ~~been~~result noof ~~impairment~~the ~~charge~~above factors, the Company incurred a net loss of $4,783,013 for the year ended June 30, 2025, representing an increase in net loss of $1,595,239, or 50%, compared to a net loss of $3,187,774 for the years ended June 30, ~~2024~~2025, and ~~2023~~2024, respectively.

·34 ~~Advance~~Table toof ~~Supplier~~Contents

~~Advance~~Need ~~to supplier is provided~~ for ~~the~~Additional ~~provision of goods and services and they are secured either by a security deposit or a legally enforceable right to recover.~~Capital

AsWe cannot guarantee we will be successful in our business operations and we have historically financed our operating activities through the sale of ~~June~~our 30equity securities. Our business is subject to risks inherent in the establishment of a new business enterprise, ~~2024~~including limited capital resources, ~~and~~uncertain ~~2023~~revenue streams, ~~the~~customer ~~Company~~concentration, ~~recorded~~possible adelays ~~write-off~~in the exploration of ~~$177~~our properties,~~200~~ and $0possible ~~respectively~~cost overruns due to price and cost increases in services.

·We ~~Revenue~~have ~~Recognition~~no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

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

~~The~~Our ~~Company~~primary ~~applies~~sources ~~the~~of ~~following~~liquidity ~~five~~are ~~steps~~cash ingenerated ~~order~~from toprivate ~~determine~~placements ~~the~~of ~~appropriate~~our ~~amount~~Common Stock. Cash generated from operations is highly dependent on the sale of ~~revenue~~our toproducts. beCash ~~recognized~~and cash equivalents totaled $1 million as itof ~~fulfils~~June ~~its~~30, ~~obligations~~2025, ~~under~~and ~~each~~$0.3 million as of ~~its~~June ~~agreements:~~30, 2024.

·The ~~identify~~following ~~the~~table ~~contract~~provides ~~with~~selected acash ~~customer;~~flow ·data ~~identify~~about ~~the~~our ~~performance~~Company ~~obligations~~for in the ~~contract;~~years ·ended ~~determine~~June ~~the~~30, ~~transaction~~2025, ~~price; · allocate the transaction price to performance obligations in the contract;~~ and ~~· recognize revenue as the performance obligation is satisfied~~2024.

Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. Most of the Company’s contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct.

Cash Flow Date	June 30, 2025			June 30, 2024

Net cash used in operating activities	$	(3,410,771	)	$	(2,087,990	)
Net cash provided by (used in) investing activities	$	3,182,138		$	(2,016,646	)
Net cash provided by financing activities	$	979,420		$	4,127,646
Effect of exchange rate changes on cash and cash equivalents	$	(8,812	)	$	55,718
Net increase in cash and cash equivalents	$	741,975		$	78,728
Cash and cash equivalents at beginning of year	$	279,137		$	200,409
Cash and cash equivalents at end of year	$	1,021,112		$	279,137

~~The~~Net ~~Company~~Cash ~~considers~~Used ~~customer~~in ~~order~~Operating ~~confirmations, whether formal or otherwise, to be a contract with the customer~~Activities. ~~In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled.~~

FCash used in operating activities reflects net loss adjusted for certain non-12cash ~~Table~~items, including depreciation expense, amortization of ~~Contents~~right of use assets and stock-based compensation, and the effects of changes in operating assets and liabilities. Our net cash used in operating activities increased $1,322,781, or 63.4%, from $2,087,990 for the fiscal year ended June 30, 2024, to $3,410,771 for the fiscal year ended June 30, 2025. The increase in cash used in operating activities for the year ended June 30, 2025, as compared to 2024 was primarily due to operational loss of $4,783,013 offset by non cash movements of $1,176,720 and net increase in working capital of $195,522. The noncash expenses comprised $248,940 in depreciation, $102,857 in amortization, $1,341,373 in share based compensation to nonemployee, $432,246 in share-based compensation to employees, $5,534 in share-based compensation to a director, $84,718 in interest expenses on promissory notes, loss on disposal of assets held for sale of $2,877, impairment of property, plant and equipment of $137,632, impairment of asset held for sale of $5,866, operating lease expense of $42,848 and offset by unrealized foreign exchange gain of $582,034, gain from insurance claim of $481,513 and gain on disposal of property, plant and equipment of $164,624. The net increase in working capital was generated from amount due to director, receivables from sale of inventories, other receivables, deposits and prepayments, and accrued liabilities and other payables, offset against decrease of working capital from inventories, accounts payable, related parties and repayments on leases.

~~VERDE~~Net ~~RESOURCES,~~Cash ~~INC~~Provided by (Used in) Investing Activities.

~~NOTES~~The TOnet ~~CONSOLIDATED~~cash ~~FINANCIAL~~provided ~~STATEMENTS~~by investing activities for the year ended June 30, 2025 was $3,182,138, representing an increase of $5,198,784, or 257.8%, compared to net cash used by investing activities of $2,016,646 for the year ended June 30, 2024. The significant increase was due to proceeds from disposal of assets held for sale of $943,300, proceeds from disposal of property, plant and equipment of $947,995, proceeds from insurance recoveries of $541,221 and withdrawal of deposit in bank of $750,000, offset with purchase of property, plant and equipment of $378 for the year ended June 30, 2025. Meanwhile, during year ended June 30, 2024, the net cash used by investing activities of $2,016,646 resulted from purchase of property, plant and equipment of $16,646 and placement of deposit in bank of $2,000,000, representing a strategic allocation of surplus cash from private placements completed during the year, and is intended to support future operational or investment initiatives.

~~FOR~~35 ~~THE~~Table ~~YEARS~~of ~~ENDED JUNE 30, 2024 AND 2023~~Contents

~~(Currency~~Net ~~expressed~~Cash inProvided ~~United~~by ~~States~~Financing ~~Dollars (“US$”), except for number of shares)~~Activities.

The ~~Company~~net ~~also~~cash ~~follows~~provided ~~the~~by ~~guidance~~financing ~~provided~~activities inwas ~~ASC 606~~$979,420, ~~Revenue~~representing ~~from~~a ~~Contracts~~decrease ~~with~~of ~~Customers~~$3,148,226, ~~for~~or ~~determining~~76.3%, ~~whether~~compared ~~the~~to ~~Company~~net iscash ~~the~~provided ~~principal~~by orfinancing anactivities ~~agent~~of in$4,127,646. ~~arrangements~~The ~~with~~decrease ~~customers~~due ~~that~~to ~~involve~~reduction ~~another~~of proceeds ~~party~~from ~~that~~shares ~~contributes~~issued and to ~~the~~be ~~provision~~issued of ~~goods~~$1,983,000 in 2025 compared to a$4,108,379 ~~customer.~~in In2024, ~~these~~set ~~instances~~off partially by repayment of bank loan of $211,440, ~~the~~refund ~~Company~~from ~~determines~~cancellation ~~whether~~of itCommon ~~has~~Stock ~~promised~~of $80,000 and repayments to ~~provide~~lease ~~the~~liabilities ~~goods~~of ~~itself~~$712,140 ~~(as~~for ~~principal)~~the oryear toended ~~arrange~~June 30, 2025. Meanwhile, for the ~~specified~~year ~~goods~~ended toJune be30, 2024, the net cash provided by ~~another~~financing ~~party~~activities ~~(as~~of an$4,127,646 ~~agent).~~resulted ~~This~~from ~~determination~~proceeds isfrom ashares ~~matter~~issued and shares to be issued of ~~judgment~~$4,108,379, ~~that~~proceeds ~~depends~~from onbank ~~the~~loan ~~facts~~of $50,000 and ~~circumstances~~advance from other payables of ~~each~~$136,983 ~~arrangement.~~set off partially by repayment of bank loan of $29,560 and repayments to lease liabilities of $138,156.

The Company ~~derives~~generated ~~its~~a ~~revenue~~net ~~from~~cash ~~the~~inflow ~~sale~~ of ~~products~~$741,975 ~~and~~for ~~services~~the inyear ~~its~~ended ~~role~~June as30, ~~a principal~~2025.

~~Rental~~Critical ~~income~~Accounting Estimates

~~Rental~~The ~~income~~preparation isof ~~recognized~~financial onstatements aand ~~straight~~related ~~line~~disclosures ~~basis~~in ~~over~~conformity with U.S. GAAP requires management to make judgments, assumptions, and estimates that affect the ~~term~~amounts reported in the consolidated financial statements and accompanying notes. Note 2, “Summary of Significant Accounting Policies,” to the ~~respective~~consolidated ~~lease agreement~~financial statements describes the significant accounting policies and methods used in the preparation of the consolidated financial statements. The accounting policies described below are significantly affected by critical accounting estimates. Such accounting policies require significant judgments, assumptions, and estimates used in the preparation of the consolidated financial statements, and actual results could differ materially from the amounts reported based on these policies.

·1. ~~Cost~~Useful Lives and Depreciation of ~~revenue~~Property, Plant and Equipment

~~Cost~~The ofCompany’s ~~revenue~~property, ~~consists~~plant ~~primarily~~and ofequipment ~~the~~are stated at cost, net of ~~goods~~accumulated ~~sold~~depreciation and impairment losses, if any. We depreciate our property, plant and equipment on a straight-line basis over their estimated useful lives, which ~~are~~range ~~directly~~from ~~attributable~~3 to 27.5 years for land and buildings, 5 to 10 years for plant and machinery, and 3 to 10 years for other asset categories, including office equipment, computers, motor vehicles, furniture and fittings, and renovations. The depreciation method and estimated useful lives reflect management’s judgment based on historical experience, the ~~sales~~nature of ~~products~~the assets, their anticipated use, and technological and economic factors.

·The ~~Leases~~estimation of useful lives is a critical accounting estimate because it requires significant management judgment and has a material impact on our consolidated financial statements. Changes in the estimated useful lives of our assets could significantly affect the timing of depreciation expense recognized in future periods. For the fiscal years ended June 30, 2025 and 2024, depreciation expense totaled $248,940 and $417,517, respectively.

~~The~~We ~~Company~~periodically ~~determines~~review ~~if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based on~~ the ~~present~~estimated ~~value~~useful lives of ~~the~~our ~~remaining~~assets ~~lease~~and ~~payments,~~revise ~~discounted~~them ~~using~~when ~~the~~events ~~discount~~or ~~rate~~changes ~~for the lease at the commencement date. As the rate implicit~~ in ~~the~~circumstances ~~lease~~indicate isthat ~~not readily determinable for~~ the ~~operating~~current ~~lease,~~estimates ~~the~~are ~~Company~~no ~~generally~~longer ~~uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments~~appropriate. ~~Operating~~We ~~lease~~also ~~right-of-use~~review ~~(“ROU~~our assets”) ~~assets represent the Company’s right to control the use of an identified asset~~ for ~~the~~impairment ~~lease~~whenever ~~term~~events ~~and~~or ~~lease~~changes ~~liabilities~~in ~~represent~~circumstances ~~the~~indicate ~~Company’s~~that ~~obligation to make lease payments arising from~~ the ~~lease.~~carrying ~~ROU assets are generally recognized based on the~~ amount of ~~the~~an ~~initial~~asset ~~measurement~~may ofnot ~~the~~be ~~lease liability~~recoverable. ~~Lease expense is recognized on a straight-line basis over the lease term.~~

~~ROU~~2. ~~assets~~Impairment ~~are reviewed for impairment when indicators~~ of ~~impairment~~Long-Lived ~~are~~Assets ~~present. ROU assets from operating~~ and ~~finance~~Intangible ~~leases are subject to the impairment guidance in ASC Topic 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets.~~Assets

~~ROU~~We ~~assets~~assess ~~are~~long-lived ~~tested~~assets, ~~for~~including ~~impairment~~property, ~~individually~~plant orand asequipment ~~part~~and ofindefinite-lived anintangible ~~asset~~assets, ~~group~~for ifimpairment ~~the~~whenever ~~cash~~events ~~flows~~or ~~related~~changes toin ~~the~~circumstances ~~ROU~~indicate ~~asset~~that ~~are not independent from~~ the ~~cash~~carrying ~~flows~~amount ofmay ~~other~~not ~~assets~~be ~~and liabilities~~recoverable. AnRecoverability ~~asset group is the unit~~ of ~~accounting for~~ long-lived assets tois bemeasured ~~held~~by ~~and~~comparing ~~used,~~the ~~which~~carrying ~~represents~~value to the ~~lowest~~estimated ~~level~~undiscounted ~~for~~future ~~which identifiable~~ cash flows ~~are~~expected ~~largely~~from ~~independent of~~ the ~~cash~~asset ~~flows~~or ofasset ~~other groups of assets and liabilities~~group.

~~The~~If ~~Company~~the ~~recognized~~carrying novalue exceeds the expected undiscounted cash flows, the impairment ofloss ~~ROU~~is ~~assets~~measured as the excess of ~~June~~the 30carrying amount over the fair value, ~~2024~~which is generally determined using discounted cash flow models involving significant estimates and assumptions, such as future revenues, operating margins, and ~~2023~~discount rates.

~~The~~These ~~operating~~estimates ~~lease~~are isinherently ~~included~~subjective and sensitive to changes in ~~operating~~assumptions. ~~lease~~Changes ~~right-of-use~~in ~~assets~~these ~~and operating~~assumptions ~~lease~~or ~~liabilities~~actual asresults ~~current~~that ~~and~~differ ~~non-current~~from ~~liabilities~~those used in ~~the~~our ~~consolidated~~estimates ~~balance~~could ~~sheets~~result atin ~~June~~material ~~30,~~impairment ~~2024~~charges ~~and~~in ~~2023~~future periods.

~~Leases~~36 ~~that~~Table ~~transfer substantially all the rewards and risks~~ of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, we as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to us, while the leased asset is depreciated in accordance with our depreciation policy if the title is to eventually transfer to us. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 842.Contents

·For ~~Income~~the ~~Taxes~~fiscal years ended June 30, 2025 and 2024, we recognized impairment losses of $137,632 and $134,042, respectively, related to plant and machinery.

~~The~~No ~~Company~~plant ~~adopted~~and ~~the~~machinery ~~ASC~~were ~~Topic~~written ~~740,~~off ~~Income~~during ~~tax provisions of paragraph 740-10-25-13, which addresses~~ the ~~determination~~year ofended ~~whether~~June ~~tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under paragraph 740-10-25-13~~30, ~~the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities~~2025, ~~based~~while on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740write-~~10-25-13~~offs ~~also~~amounted ~~provides~~to ~~guidance on de-recognition~~$3,979 ~~classification, interest and penalties on income taxes, accounting~~ in ~~interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to~~ the ~~provisions~~prior ~~of paragraph 740-10-25-13~~year.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards3. ~~The~~Allowance ~~Company~~for ~~periodically~~Expected ~~reviews~~Credit ~~the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.~~Losses

·We ~~Uncertain~~maintain ~~Tax~~an ~~Positions~~allowance for expected credit losses on accounts receivable and other financial instruments based on a current expected credit loss (CECL) model under ASC 326. The allowance is estimated using a combination of quantitative and qualitative factors, including historical loss experience, current economic conditions, customer-specific credit risk, and reasonable and supportable forecasts of future conditions.

~~The~~Significant ~~Company~~judgment ~~did~~is ~~not~~involved ~~take~~in ~~any~~identifying ~~uncertain~~relevant ~~tax~~risk ~~positions~~factors, ~~and~~evaluating ~~had~~the noimpact ~~adjustments~~of tomacroeconomic ~~its~~variables ~~income~~(e.g., ~~tax~~inflation, ~~liabilities~~interest orrates, ~~benefits~~geopolitical ~~pursuant~~instability), toand determining the ~~ASC~~appropriate ~~Topic~~loss ~~740~~rates. ~~provisions~~A ofchange ~~Section~~in ~~740-10-25~~these ~~for~~factors could materially affect the ~~years~~timing ~~ended~~and ~~June~~amount ~~30,~~of ~~2024,~~credit ~~and~~loss ~~2023~~provisions.

·As ~~Foreign~~of ~~Currencies~~June ~~Translation~~30, 2025, and 2024, the allowance for expected credit losses on accounts receivable was $0 and $27,481, respectively.

~~F-13~~4. ~~Table~~Revenue ofRecognition ~~Contents~~and Principal vs. Agent Determination

~~VERDE~~We ~~RESOURCES~~recognize revenue in accordance with ASC 606 by identifying performance obligations in contracts, ~~INC~~determining the transaction price, and allocating the price to each performance obligation. Significant estimates and judgments are involved in determining the point in time when control of a product transfers to the customer and whether we act as principal or agent in arrangements involving third-party contributions to the delivery of goods.

~~NOTES~~These TOjudgments ~~CONSOLIDATED~~affect ~~FINANCIAL~~the ~~STATEMENTS~~timing and amount of revenue recognized. Factors considered include our role in the transaction, control of inventory before transfer, and pricing discretion. Incorrect judgments could materially impact reported revenue and profitability.

~~FOR~~5. ~~THE~~Stock-Based ~~YEARS ENDED JUNE 30, 2024 AND 2023~~Compensation

~~(Currency~~The ~~expressed~~Company accounts for stock-based compensation in ~~United~~accordance ~~States~~with ~~Dollars~~Accounting Standards Codification (“~~US$~~ASC”) Topic 718-10, ~~except~~Compensation—Stock ~~for~~Compensation, ~~number~~which requires all share-based payment arrangements with employees, directors, and nonemployees to be measured and recognized in the financial statements based on the fair value of ~~shares)~~the equity instruments granted.

~~The~~We ~~Company’s~~consider ~~reporting~~the ~~currency~~accounting isfor ~~the~~stock-based ~~United~~compensation ~~States~~to ~~dollar~~be ~~(“US$”)~~a ~~and~~critical ~~the~~accounting ~~accompanying~~estimate ~~consolidated~~due ~~financial~~to ~~statements~~the ~~have~~significant ~~been~~judgment ~~expressed~~and inassumptions ~~United~~involved ~~States~~in ~~dollars.~~determining ~~The~~the ~~Company’s~~grant ~~functional~~date, ~~currency~~estimating is the ~~Malaysian~~fair ~~Ringgit~~value ~~(“MYR”)~~of ~~which~~the isawards, aand ~~functional~~the ~~currency~~timing asand ~~being~~recognition ~~the~~of ~~primary~~related ~~currency~~expenses. ofThese ~~the~~estimates ~~economic~~have ~~environment~~a inmaterial ~~which~~impact ~~their~~on ~~operations~~our ~~are~~results ~~conducted~~of operations.

~~Monetary~~For ~~assets~~both employee and ~~liabilities~~nonemployee ~~denominated~~awards, the grant date is determined based on the date of final Board approval of the award, in ~~currencies~~accordance ~~other~~with ~~than~~ASC 718. The fair value of stock awards is generally determined based on the ~~functional~~market ~~currency~~price ~~are~~of ~~translated~~the ~~into~~Company’s Common Stock on the ~~functional~~grant ~~currency~~date. ~~using~~For awards where the ~~applicable~~grant ~~exchange~~date ~~rates~~has atnot yet been established but the ~~balance~~service ~~sheet~~inception ~~dates.~~date ~~The~~has ~~resulting~~commenced, ~~exchange~~we ~~differences~~accrue ~~are~~compensation ~~recorded~~expense inbased on the ~~consolidated~~estimated ~~statement~~fair value of ~~operations~~the Company’s Common Stock at the end of each reporting period, which may introduce variability in the reported compensation expense.

~~For~~As ~~reporting purposes, in accordance with ASC Topic 830 “Translation~~ of ~~Financial Statements”, capital accounts of~~ the ~~consolidated~~years ~~financial~~ended ~~statements~~June ~~are~~30, ~~translated~~2025 ~~into United States dollars from MYR at their historical exchange rates when the capital transactions occurred. Assets~~ and ~~liabilities~~2024, ~~are translated at~~ the ~~exchange~~Company ~~rates~~recorded asaccrued ofcompensation ~~balance~~costs ~~sheet~~related ~~date.~~to ~~Income~~these ~~and~~arrangements ~~expenditures are translated at the average exchange rate~~ of ~~the~~$89,165 ~~respective year. The gains~~ and ~~losses~~$274,870, resulting from translation of financial statements subsidiaries to the reporting currency are recorded as a separate component of accumulated other comprehensive income within the statements of changes in stockholder’s equityrespectively.

~~Translation~~37 Table of ~~MYR into U.S. dollars has been made at the following exchange rates for the following periods:-~~Contents

	June 30, 2024		June 30, 2023
Year-end MYR:US$ exchange rate		4.71717		4.66795
Annualized average MYR:US$ exchange rate		4.69230		4.50684

In certain instances, the Company issues fully vested, nonforfeitable share-based awards to nonemployees prior to receiving the goods or services, resulting in the recognition of prepaid share-based compensation. These awards are accounted for under ASC 718-10-45-3 and are recorded as prepaid assets when issued, with expense recognized as the goods or services are received. The fair value of such awards is determined at the grant date, based on the market price of the Company’s Common Stock.

·The ~~Comprehensive~~Company ~~Income~~recognizes share-based compensation expense over the requisite service period for employees, and the vesting period for nonemployees, in accordance with ASC 718. The Company’s policy is to recognize forfeitures as they occur, rather than estimating forfeitures at the grant date, which may result in increased volatility in compensation expense.

ASC Topic 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of changes in stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

During the fiscal years ended June 30, 2025 and 2024, the Company recognized total share-based compensation expense as follows:

	For the year ended June 30,
	2025		2024

Nonemployees	$	1,341,373	$	252,369
Employees	$	432,246	$	135,679
Director	$	5,534	$	0
Total	$	1,779,153	$	388,048

·The ~~Net~~fair ~~Loss~~value ~~per~~of ~~Share~~the Company’s Common Stock, particularly in periods of volatility, is a key source of estimation uncertainty. Changes in assumptions or market conditions could significantly impact the fair value of awards and the related compensation expense.

~~The Company calculates net loss per share in accordance with ASC Topic 260, Earnings per Share~~6. ~~Basic~~Deferred ~~income~~Taxes per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and ifValuation ~~the additional common shares were dilutive.~~Allowances

·We ~~Stock~~assess ~~Based~~the ~~Compensation~~realizability of deferred tax assets by evaluating both positive and negative evidence, including future taxable income, tax planning strategies, and recent financial performance. If it is more likely than not that some or all of the deferred tax assets will not be realized, a valuation allowance is recorded.

~~The~~Judgment ~~Company~~is ~~accounts~~required ~~for~~to ~~stock-based~~estimate ~~compensation~~future intaxable ~~accordance~~income ~~with ASC Topic 718-10, Compensation-Stock Compensation, which requires the measurement~~ and ~~recognition~~assess ~~of compensation expense for all share-based payment arrangements related to~~ the ~~acquisition~~impact of ~~goods~~economic ~~and~~trends ~~services~~or ~~from~~changes ~~both~~in ~~non~~tax ~~employees~~law. ~~and~~Adjustments ~~employees based on fair values of the shares~~ to bevaluation ~~issued~~allowances ~~estimated~~could atmaterially ~~grant~~impact ~~date.~~our ~~Stock-based~~income ~~compensation~~tax expense ~~recognized~~or ~~during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period~~benefit.

~~Fair~~We ~~value~~believe isthe ~~determined~~estimates ~~based~~and onassumptions ~~the~~used ~~estimated~~in ~~market~~preparing ~~prices~~our ofconsolidated ~~the~~financial ~~Company’s~~statements ~~common~~are ~~stock~~reasonable atand ~~the~~appropriate. ~~respective~~However, ~~issuance~~actual ~~date~~results incould ~~accordance~~differ ~~with~~materially ~~ASC~~from ~~718~~those estimates, ~~taking~~which ~~into~~could ~~consideration~~have ~~the~~a ~~volatility~~significant ofimpact ~~the~~on ~~market~~our ~~price~~financial ~~of the shares~~condition, ~~the~~results ~~terms~~ of ~~the~~operations, ~~instruments~~ and ~~the~~cash ~~conditions upon which they were granted~~flows.

~~During~~38 ~~the~~Table ~~financial~~of ~~year ended June 30, 2024 and 2023, $252,369 and $519,671 respectively, were recorded as share based compensation for non employees.~~Contents

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

·As ~~Retirement~~of ~~Plan~~June ~~Costs~~30, 2025 and 2024, we had cash and cash equivalent of $1,021,112, representing an increase of $741,975, or 265.8%, compared to $279,137 as of June 30, 2024, respectively. Deposits with banks decreased by $723,516, or 36%, from $2,000,000 as of June 30, 2024, to $1,276,484 as of June 30, 2025. The Company’s accumulated operating losses increased by $4,782,977, or approximately 35%, from $13,480,204 as of June 30, 2024 to $18,263,181 as of June 30, 2025.

~~Contributions~~Related toParty ~~retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service are provided.~~Transactions

·On ~~Related~~March ~~Parties~~13, 2023, the Company and its former indirect wholly-owned subsidiary Champmark Sdn Bhd (“CSB”) entered into a Settlement of Debts Agreement (the “SDA Agreement”) for the settlement in full of CSB’s account payable to a related party, Borneo Oil Corporation Sdn Bhd (“BOC”) by way of the issuance of a two year term Promissory Note with the face value (principal) amount of $675,888, and bearing 2% coupon interest. The Note was repayable by May 12, 2025, either in cash or by the issuance of the Company’s restricted Common Stock priced at $0.07 per share at the discretion of the holder of the Promissory Note. A total of 9,655,542 shares of the Company’s restricted Common Stock were issued on August 16, 2024, to Borneo Oil Berhad, the appointed nominee of the Creditor, to settle in full the total of $675,888 of CSB’s account payable to the Creditor.

~~The~~This ~~Company~~transaction ~~follows~~allowed us to eliminate the outstanding debt without the use of cash and resulted in a corresponding increase in stockholders’ equity. We accounted for the settlement at the carrying amount of the liability in accordance with ASC ~~850~~470-1050 and ASC 850, ~~Related~~with ~~Party~~no ~~for~~gain or loss recognized on the ~~identification~~extinguishment. ofWe ~~related~~believe ~~parties~~this transaction strengthens our balance sheet and ~~disclosure~~improves ofour ~~related~~liquidity ~~party~~position ~~transactions~~by reducing liabilities through equity-based financing.

~~Pursuant to section 850~~Off-~~10-20~~Balance ~~the~~Sheet related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.Arrangements

FWe do not have any off-14balance ~~Table~~sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of ~~Contents~~operations, liquidity, capital expenditures, or capital resources that is material to investors.

~~VERDE~~Trend ~~RESOURCES,~~Information ~~INC.~~

~~NOTES~~Other TOthan ~~CONSOLIDATED~~as ~~FINANCIAL~~disclosed ~~STATEMENTS~~elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on our net revenues, income from operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

~~FOR~~ITEM ~~THE~~7A. ~~YEARS~~Quantitative ~~ENDED~~and ~~JUNE~~Qualitative ~~30,~~Disclosures ~~2024~~About ~~AND~~Market ~~2023~~Risk.

~~(Currency~~As ~~expressed~~a in“smaller ~~United~~reporting ~~States Dollars (“US$~~company”), ~~except~~we ~~for~~are ~~number~~not ofrequired ~~shares)~~to provide the information required by this Item.

~~The~~39 ~~consolidated~~Table ~~financial statements shall include disclosures~~ of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.Contents

·ITEM ~~Commitments~~8. Financial Statements and ~~Contingencies~~Supplementary Data

The ~~Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the~~ financial statements ~~are~~begin ~~issued,~~on ~~which~~page ~~may~~F-1 ~~result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities,~~ and ~~such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that~~ are ~~pending~~incorporated ~~against the Company or un-asserted claims that may result~~ in ~~such~~their ~~proceedings,~~entirety ~~the~~into ~~Company~~this ~~evaluates~~Item ~~the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein~~8.

IfITEM ~~the~~9. ~~assessment~~Changes ~~of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued~~ in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and anDisagreements ~~estimate~~with ofAccountants ~~the~~on ~~range~~Accounting ~~of possible losses, if determinable~~ and ~~material,~~Financial ~~would be disclosed~~Disclosure.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.None

·ITEM ~~Fair~~9A. ~~Value~~Controls ofand ~~Financial Instruments~~Procedures

~~The~~Evaluation ~~Company follows paragraph 825-10-50-10~~ of ~~the~~Disclosure ~~FASB~~Controls ~~Accounting Standards Codification for disclosures about fair value of its financial instruments~~ and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:Procedures

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

Under the supervision and with the participation of our senior management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our principal executive officer and principal financial officer concluded that, while improved, our disclosure controls and procedures were not effective due to the material weaknesses in internal controls over financial reporting noted below.

~~Financial~~Management’s ~~assets~~Responsibility ~~are~~for ~~considered~~Internal ~~Level~~Controls 3over ~~when~~Financial ~~their~~Reporting ~~fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.~~

~~The~~Our ~~fair~~management ~~value~~is ~~hierarchy~~responsible ~~gives~~for ~~the~~establishing ~~highest~~and ~~priority~~maintaining toadequate ~~quoted~~internal ~~prices~~control over financial reporting as defined in Rules 13a -15(~~unadjusted~~f) inunder ~~active~~the Exchange ~~markets~~Act. ~~for~~Our ~~identical~~internal ~~assets~~control orwas ~~liabilities~~designed ~~and~~to ~~the~~provide ~~lowest~~reasonable ~~priority~~assurance to ~~unobservable~~our ~~inputs.~~management Ifand board of directors regarding the ~~inputs~~preparation ~~used~~and tofair ~~measure~~presentation ~~the~~of published financial ~~assets~~statements. ~~and~~Our ~~liabilities~~internal ~~fall~~control ~~within~~over ~~more~~financial ~~than~~reporting ~~one~~is ~~level~~designed ~~described~~to ~~above,~~provide reasonable assurance regarding the ~~categorization~~reliability isof ~~based~~financial onreporting and the ~~lowest~~preparation ~~level~~of ~~input~~our ~~that~~financial isstatements ~~significant~~for toexternal ~~the~~reporting ~~fair~~purposes ~~value~~in ~~measurement~~accordance ofwith ~~the instrument~~GAAP. Our internal control over financial reporting includes those policies and procedures that:

~~The~~(1) ~~carrying~~pertain ~~amounts~~to of the ~~Company’s~~maintenance ~~financial~~of ~~assets~~records ~~and liabilities~~that, ~~such~~in asreasonable ~~cash and cash equivalents~~detail, ~~loan~~accurately and ~~fee~~fairly ~~receivable,~~reflect ~~prepayments~~the ~~and~~transactions ~~other receivables, amounts due from related parties, accrued liabilities~~ and ~~other~~dispositions ~~payables, loans payable, amounts due to related parties approximate their fair values because~~ of the ~~short~~assets ~~maturity~~ of ~~these~~our ~~instruments.~~company,

~~F-15~~(2) ~~Table~~provide reasonable assurance that transactions are recorded as necessary to permit preparation of ~~Contents~~consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

~~VERDE~~(3) ~~RESOURCES~~provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, ~~INC~~use or disposition of our assets that could have a material effect on the consolidated financial statements.

~~NOTES~~Inherent TOLimitations ~~CONSOLIDATED~~of ~~FINANCIAL~~Internal ~~STATEMENTS~~Control over Financial Reporting

~~FOR~~Because ~~THE~~of ~~YEARS~~its ~~ENDED~~inherent ~~JUNE~~limitations, 30internal control over financial reporting may not prevent or detect all errors or misstatements in our financial statements. A control system, ~~2023~~no ~~AND~~matter ~~2022~~how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

~~(Currency~~40 ~~expressed~~Table ~~in United States Dollars (“US$”), except for number~~ of ~~shares)~~Contents

·Management’s ~~Recent~~Annual ~~Accounting~~Report ~~Pronouncements~~on Internal Control Over Financial Reporting

~~During~~Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the ~~year~~reliability ~~ended~~of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. With the participation of our principal executive and principal financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, ~~2024~~2025, based ~~there~~on ~~have~~the ~~been~~criteria noset ~~new,~~forth orby ~~existing~~the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework, ~~recently~~along ~~issued~~with ~~accounting~~applicable ~~pronouncements~~SEC guidance. Based upon such evaluation, our management concluded that, ~~are~~while we have improved upon our internal control over financial reporting as of ~~significance~~June 30, or2025, ~~potential~~based ~~significance~~on the COSO framework, ~~that~~our ~~impact~~disclosure controls and procedures were not effective due to the ~~Company’s~~material ~~consolidated~~weaknesses in internal controls over financial ~~statements~~reporting noted below.

InThis ~~June~~Annual ~~2016,~~Report ~~the~~on ~~Financial~~Form ~~Accounting~~10-K ~~Standards~~does ~~Board~~not ~~(“FASB”)~~include ~~issued~~an ~~new~~attestation ~~accounting~~report ~~guidance ASU 2016-13 for recognition~~ of ~~credit~~our ~~losses~~registered onpublic ~~financial~~accounting ~~instruments,~~firm ~~which~~regarding isinternal ~~effective~~control ~~January~~over 1,financial ~~2020, with early adoption permitted on January 1, 2019~~reporting. ~~The~~Management’s ~~guidance~~report ~~introduces~~was anot ~~new~~subject ~~credit~~to ~~reserving~~attestation ~~model~~by ~~known~~our asregistered ~~the~~public ~~Current~~accounting ~~Expected~~firm ~~Credit~~pursuant ~~Loss~~to ~~(“CECL”)~~an ~~model,~~exemption ~~which~~for isnon-accelerated ~~based~~filers ~~on expected losses, and differs significantly~~ from the ~~incurred~~internal ~~loss~~control ~~approach~~audit ~~used~~requirements ~~today. The CECL model requires measurement~~ of ~~expected~~Section ~~credit~~404(b) losses not only based on historical experience and current conditions, but also by including reasonable and supportable forecasts incorporating forward-looking information and will likely result in earlier recognition of ~~credit reserves. In November 2019,~~ the ~~FASB issued ASU No. 2019~~Sarbanes-~~10,~~Oxley ~~which~~Act ~~is to update the effective date~~ of ~~ASU No~~2002. 2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses standard. The new effective date for these preparers is for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company has adopted this update on July 1, 2023, and the adoption does not have material impact on Company’s consolidated financial statements and related disclosures.

~~CECL~~Material ~~adoption will have broad impact on the financial statements of financial services firms, which will affect key profitability and solvency measures. Some of the more notable expected changes include:~~ Weaknesses

-We ~~Higher~~identified ~~allowance~~the onfollowing ~~financial~~material ~~guarantee~~weaknesses ~~reserve~~in ~~and~~our ~~finance~~internal ~~lease~~control ~~receivable~~over ~~levels~~financial ~~and~~reporting ~~related~~as ~~deferred~~of ~~tax~~June ~~assets. While different asset types will be impacted differently~~30, ~~the expectation is that reserve levels will generally increase across the board for all financial firms~~2025. -A ~~Increased~~material ~~reserve~~weakness ~~levels~~is ~~may lead to~~ a ~~reduction~~deficiency, inor ~~capital levels. - As~~ a ~~result~~combination of ~~higher reserving levels~~deficiencies, ~~the~~in ~~expectation~~internal iscontrol ~~that~~over ~~CECL will reduce cyclicality in~~ financial ~~firms’ results~~reporting, assuch ~~higher~~that ~~reserving~~there inis ~~“good~~a ~~times”~~reasonable ~~will~~possibility ~~mean~~ that ~~less dramatic reserve increases will be loan related income (which will continue to be recognized on~~ a ~~periodic~~material ~~basis~~misstatement ~~based on the effective interest method) and the related credit losses (which will be recognized upfront at origination). This will make periods~~ of ~~loan expansion seem less profitable due to~~ the ~~immediate~~issuing ~~recognition~~company’s ofannual ~~expected credit losses. Periods of stable~~ or ~~declining~~interim ~~loan~~financial ~~levels~~statements will ~~look~~not ~~comparatively~~be ~~profitable~~prevented asor ~~the~~detected ~~income~~on ~~trickles~~a intimely ~~for loans, where losses had been previously recognized~~basis.

In1) ~~March~~Segregation ~~2023,~~of ~~the~~duties ~~FASB~~– ~~issued~~Certain ~~new~~key ~~accounting~~duties ~~guidance,~~and ~~ASU~~responsibilities ~~2023-01,~~were ~~for~~not ~~leasehold~~adequately ~~improvements~~segregated ~~associated~~due ~~with~~to ~~common~~the ~~control~~lean ~~leases~~structure of our finance function, which isrelied ~~effective~~on ~~for~~a ~~fiscal~~limited ~~years~~number ~~beginning~~of ~~after~~individuals. ~~December~~While ~~15,~~this ~~2023~~structure enabled agility during our transition to a sustainability-focused enterprise, ~~including~~it ~~interim~~increased ~~periods~~the ~~within~~risk ~~those~~of ~~fiscal~~error ~~years~~or fraud. ~~Early~~2) ~~adoption~~Formalized isprocesses ~~permitted~~and ~~for~~documentation ~~both~~– ~~interim~~Although ~~and~~effective ~~annual~~practices ~~financial~~were ~~statements~~in ~~that~~place, ~~have~~we ~~not~~lacked ~~yet~~sufficiently ~~been~~formalized ~~made~~and ~~available~~documented ~~for~~policies, ~~issuance.~~procedures, ~~The~~and ~~new~~controls ~~guidance~~related ~~introduced~~to ~~two~~the ~~issues:~~preparation, ~~terms~~review, and ~~conditions~~approval toof befinancial ~~considered~~reporting, ~~with~~including ~~leases~~management ~~between~~review ~~related~~controls. ~~parties~~3) ~~under~~Regulatory ~~common~~Reporting ~~control~~– Lack of financial personnel with sufficient knowledge and ~~accounting~~experience ~~for~~with ~~leasehold~~SEC ~~improvements~~regulations and reporting. ~~The~~4) ~~goals~~Internal ~~for~~audit ~~the~~function ~~new~~– ~~issues~~We ~~are~~did not maintain a dedicated internal audit function to ~~reduce~~independently assess and monitor the ~~cost~~effectiveness ~~associated~~of ~~with~~internal ~~implementing~~controls. ~~and~~The ~~applying~~absence ~~Topic~~of ~~842~~such ~~and~~a tofunction ~~promote~~limited ~~diversity~~our inability ~~practice~~to byperform ~~entities~~ongoing, ~~within~~independent evaluations of the ~~scope~~control ~~when~~environment. ~~applying~~5) ~~lease~~Audit ~~accounting~~Committee ~~requirements.~~– lack of a functioning audit committee.

~~In November 2023~~Therefore, ~~the~~management ~~FASB~~determined ~~issued~~that ~~ASU~~we ~~No.~~did ~~2023-07,~~not ~~Segment~~maintain ~~Reporting~~effective ~~(Topic~~internal ~~280):~~control ~~Improvements~~over tofinancial ~~Reportable~~reporting ~~Segment~~as ~~Disclosures, which requires the disclosure~~ of ~~additional~~June ~~segment information. ASU No. 2023-07 is effective for fiscal years beginning after December 15~~30, ~~2023, and interim periods within fiscal years beginning after December 15, 2024; this ASU allows for early adoption~~2025.

InRemediation ~~December~~Plan 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU No. 2023-09 is effective for ~~annual periods beginning after December 15, 2024. The guidance is to be applied on a prospective basis with~~ the ~~option~~Material ~~to apply the standard retrospectively; this ASU allows for early adoption.~~ Weaknesses

~~The~~In ~~Company~~order ~~has~~to ~~reviewed~~cure ~~all~~the ~~recently~~foregoing ~~issued,~~material ~~but not yet effective~~weakness, ~~accounting~~we ~~pronouncements~~have ~~and~~taken ~~believe~~or ~~the~~intend ~~future adoption of any such pronouncements may not be expected~~ to ~~cause~~take ~~a material impact on its financial condition or~~ the ~~results~~following ofremediation ~~its operations.~~measures:

~~NOTE~~1) 3We -have ~~GOING~~been ~~CONCERN~~working ~~UNCERTAINTIES~~on recruitment of more management talents and professional staff to fill in the gap of shortage of personnel, including by the hiring of our chief financial officer, Sherina Chui, on May 1, 2025. With our anticipated expansion of operations, management intends to continuously evaluate the adequacy and skillset of our human capital resources.

~~The~~2) ~~accompanying~~We ~~consolidated~~have regularly offered our financial ~~statements~~personnel trainings on internal control and risk management. Also, we have ~~been~~regularly ~~prepared~~provided ~~using~~trainings ~~the~~to ~~going~~our ~~concern~~financial ~~basis~~personnel, ofincluding ~~accounting~~our financial consultants, ~~which~~on ~~contemplates~~U.S. ~~the~~GAAP ~~realization~~accounting ofguidelines. ~~assets~~We plan to continue to provide trainings to our financial team and ~~the~~our ~~satisfaction~~other ofrelevant ~~liabilities~~personnel inon the ~~normal~~U.S. ~~course~~GAAP ofaccounting ~~business~~guidelines applicable to our financial reporting requirements.

~~The~~3) ~~Company~~We ~~has~~have ~~generated~~engaged ~~recurring~~with ~~losses~~an ~~and~~external ~~suffered~~consultant ~~from~~to anhelp ~~accumulated~~facilitate ~~deficit~~our ofcompliance ~~$13,480,204~~with asregulatory reporting requirements. We utilize this third-party independent contractor for the preparation of ~~June~~our 30financial statements. Although the financial statements and footnotes are reviewed by our management, ~~2024~~we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third-party independent contractor is not involved in our day-to-day operations and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions

~~The~~41 ~~Company’s~~Table ~~ability to continue as a going concern over the next twelve months depends on the successful validation and certification~~ of its Net Zero road construction blueprint by the National Center for Asphalt Technology (NCAT) and its adherence to established carbon removal and avoidance methodologies. Achieving these milestones will enable the Company to generate revenue through the commercial licensing of the blueprint, royalties from biochar-asphalt mix designs, carbon credits, and sales of biochar and bio-fuel. On August 8th, CRH, the largest building materials company in North America and Europe, listed on both the NYSE and the London Stock Exchange, announced through its investment arm, CRH Ventures, that it has selected the Company to scale up its biochar-asphalt technology for commercialization.Contents

~~There~~4) ~~can~~We behave noappointed ~~assurance~~an ~~that~~independent ~~the~~non-employee ~~Company~~director ~~will~~in beJuly ~~successful~~2025, and we intend to appoint additional independent directors to assist in ~~its~~the ~~plans~~corporate ~~described~~governance ~~above~~process, assessment of our processes relating to our risks and control environment, oversight of our financial reporting, evaluation of our internal and independent audit processes and establishment of a functioning audit committee.

~~These~~We intend to pursue the courses of action discussed above as soon as practicable, but we can give no assurance that we will be able to do so. Designing and ~~other~~implementing ~~factors~~an ~~raise~~effective ~~substantial~~disclosure ~~doubt~~controls ~~about~~and procedures is a continuous effort that requires us to anticipate and react to changes in our business and the ~~Company’s~~economic ~~ability~~and regulatory environments and to ~~continue~~devote assignificant resources towards maintaining a ~~going~~financial ~~concern~~reporting system that adequately satisfies our reporting obligations. ~~These~~The ~~consolidated~~remedial ~~financial~~measures ~~statements~~that dowe ~~not~~have ~~include~~taken ~~any~~and ~~adjustments~~intend to ~~reflect~~take may not fully address the ~~possible~~material ~~future~~weakness ~~effects~~that onwe ~~the~~have ~~recoverability~~identified, and ~~classification~~material ofweaknesses ~~assets~~in ~~and~~our ~~liabilities~~disclosure ~~that~~controls and procedures may ~~result~~be identified in the ~~Company~~future. ~~not~~Should ~~being~~we ~~able~~discover such conditions, we intend to ~~continue~~remediate them as asoon ~~going~~as ~~concern~~practicable. We are committed to taking appropriate steps for remediation, as needed.

~~F-16~~Officers’ ~~Table of Contents~~Certifications

~~VERDE~~Appearing ~~RESOURCES,~~as ~~INC~~exhibits to this Annual Report are “Certifications” of our Chief Executive Officer and Chief Financial Officer. The Certifications are required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”). This section of the Annual Report contains information concerning the Controls Evaluation referred to in the Section 302 Certification. This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

~~NOTES~~Changes TOin ~~CONSOLIDATED~~Internal ~~FINANCIAL~~Control ~~STATEMENTS~~Over Financial Reporting

~~FOR~~There ~~THE~~have ~~YEARS~~been ~~ENDED~~no ~~JUNE~~changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the year ended June 30, ~~2024~~2025 ~~AND~~that ~~2023~~have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~(Currency~~ITEM ~~expressed~~9B. inOther ~~United States Dollars (“US$”), except for number of shares)~~Information.

~~NOTE~~Not ~~4 - BUSINESS SEGMENT INFORMATION~~applicable.

~~Currently,~~ITEM ~~the~~9C. ~~Company~~Disclosure ~~has~~Regarding ~~three~~Foreign ~~reportable~~Jurisdictions ~~business~~that ~~segments:~~Prevent Inspections.

~~(i)~~Not ~~Production and distribution of renewable commodities; (ii) Holding of real property; and (iii) Licensor of proprietary pyrolysis technology~~applicable.

In42 ~~the~~Table ~~following table, revenue is disaggregated by primary major product line. The table also includes a reconciliation~~ of ~~the disaggregated revenue with the reportable segments for the years ended June 30, 2024, and 2023:~~Contents

	Year ended June 30, 2024
	Production and distribution of renewable commodities			Holding property			Licensor ofproprietarypyrolysis technology			Corporate unallocated			Consolidated
Revenue	$	91,356		$	-		$	-		$	5,228		$	96,584
Cost of revenue		(58,343	)		-			-			(4,635	)		(62,978	)
Gross profit		33,013			-			-			593			33,606
Selling, general & administrative expenses		(1,985,104	)		(110,294	)		(4,466	)		(782,512	)		(2,882,376	)
Other operating expenses		(237,047	)		-			-			-			(237,047	)
Loss from operations		(2,189,138	)		(110,294	)		(4,466	)		(781,919	)		(3,085,517	)
Interest expense		(59,566	)		-			-			(116,917	)		(176,483	)
Rental income		-			68,200			-			-			68,200
Other income		1,735			-			227			4,476			6,438
Loss before income tax		(2,246,969	)		(42,094	)		(4,239	)		(894,360	)		(3,187,662	)
Income tax		-			-			-			(112	)		(112	)
Net loss	$	(2,246,969	)	$	(42,094	)	$	(4,239	)	$	(894,472	)	$	(3,187,774	)
Total assets at June 30, 2024	$	7,922,462		$	1,201,186		$	30,193,231		$	843,659		$	40,160,538

PART III

	Year ended June 30, 2023
	Goldmineral mining			Distribution of THC-free cannabinoid (CBD) products			Production and distribution of renewable commodities			Holding property			Licensor ofproprietarypyrolysistechnology			Corporate unallocated			Consolidated
Revenue	$	-		$	-		$	92,995		$	-		$	-		$	7,782		$	100,777
Cost of revenue		-			-			(235,704	)		-			-			(2,449	)		(238,153	)
Gross loss		-			-			(142,709	)		-			-			5,333			(137,376	)
Selling, general & administrative expenses		(245,565	)		(2,875	)		(1,688,983	)		(158,260	)		(13,802	)		(1,106,537	)		(3,216,022	)
Loss from operations		(245,565	)		(2,875	)		(1,831,692	)		(158,260	)		(13,802	)		(1,101,204	)		(3,353,398	)
Interest expense		-			-			(36,765	)		-			-			(1,881,807	)		(1,918,572	)
Rental income		-			-			-			57,321			-			-			57,321
Other income		35,596			-			1,109			-			2,439			1,176,545			1,215,689
Loss before income tax		(209,969	)		(2,875	)		(1,867,348	)		(100,939	)		(11,363	)		(1,806,466	)		(3,998,960	)
Income tax		-			-			-			-			-			-			-
Net loss	$	(209,969	)	$	(2,875	)	$	(1,867,348	)	$	(100,939	)	$	(11,363	)	$	(1,806,466	)	$	(3,998,960	)
Total assets at June 30, 2023	$	-		$	215,929		$	6,293,027		$	1,236,128		$	30,194,966		$	883,495		$	38,823,545

ITEM 10. Directors, Executive Officers and Corporate Governance

~~F-17~~All ~~Table~~Directors of ~~Contents~~the Company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of the Company are appointed by the Board of Directors and hold office until their death, resignation or removal from office. The Directors and executive officers, their ages, positions held, and duration as such, are as follows:

VERDE RESOURCES, INC.

Name	Position Held with the Company	Age		Date First Elected or Appointed

Jack Wong	Chief Executive Officer and Director		42	October 1, 2022
Sherina Chui	Chief Financial Officer		49	May 1, 2025
Eric Bava	Chief Operating Officer and Director		45	October 1, 2023
Jeremy P. Concannon	Chief Growth Officer		48	August 1, 2024
Karl Strahl	Director		33	May 1, 2025
Raymond Lee "Buzz" Powell	Director		60	July 3, 2025

~~NOTES~~Jack TOWong, ~~CONSOLIDATED~~age ~~FINANCIAL~~42, ~~STATEMENTS~~has served as our Chief Executive Officer and director since October 1, 2022. Prior to that, he was CEO of The Wision Project Sdn Bhd, a subsidiary of the Company, since December 2020. Under his leadership, the division played an instrumental role in the Company’s strategic transition into the carbon sector. Between October 2013 and March 2020, he founded, developed, and operated Scuba Tiger, a dive resort near Sipadan Island in Sabah, Borneo—one of the world’s premier scuba diving destinations. During this period, he also independently engaged in commodities trading as a sole proprietor. From July 2008 to July 2013, Mr. Wong served as Head of Operations – Disney Department at TCT Trading S/B where he led the collaboration with Fun Characters International Pte Ltd., then the master licensee for Disney Consumer Products, Inc. in Southeast Asia, covering Singapore, Malaysia, Indonesia, and Thailand. TCT Trading S/B was granted third-party rights to reproduce and use selected Disney characters, materials, and trademarks in connection with the manufacturing, distribution, and sale of Disney consumer products throughout the region. Mr. Wong received his bachelor’s degree in business administration from Wichita State University in 2007. He also received a certificate in Life Cycle Assessment: Quantifying Environmental Impacts from the Massachusetts Institute of Technology in 2022.

~~FOR~~Sherina ~~THE~~Chui, ~~YEARS~~age ~~ENDED~~49, ~~JUNE~~brings 30over two decades of financial leadership experience spanning construction, ~~2024~~industrial ~~AND~~investments, ~~2023~~and fast-moving consumer goods (FMCG). Ms. Chui has served as our Chief Financial Officer since May 2025. From March 2018 to March 2025, she served as a senior financial executive at Singbuild Construction Co., Ltd, a multinational company, where she led key initiatives in corporate restructuring, internal controls, and financial risk management. During her tenure, she was instrumental in driving financial stability, regulatory compliance, and operational improvements across multiple business units. Sherina has deep expertise in both International Financial Reporting Standards (IFRS) and U.S. GAAP, which will be critical as the Company scales its Net Zero Blueprint, expands U.S. operations, and licenses its technologies globally. Her strategic financial acumen and operational discipline will help reinforce the Company’s financial framework, ensure SEC compliance, and support long-term growth in an increasingly complex regulatory and market environment. Ms. Chui received her bachelor’s degree in accounting from RMIT University in 1998.

~~(Currency~~Eric ~~expressed~~Bava, age 45, is a highly accomplished business leader with a proven track record across multiple industries. Mr. Bava has served as our Chief Operating Officer and director since October 2023. Prior to that, Mr. Bava served as Co-Founder and Chief Operating Officer of Plantwise from July 2020 to September 2023, where he applied his deep expertise in ~~United~~manufacturing ~~States~~and ~~Dollars~~distribution ~~(“US$”)~~to streamline operations and elevate customer service standards, ~~except~~preserving ~~for~~the ~~number~~integrity and reputation of ~~shares)~~the Plantwise product line. Earlier in his career, Mr. Bava worked as a legal consultant before channeling his entrepreneurial drive into launching a wine distribution business in 2010. There, he successfully managed large-scale operations, optimized logistics, and led strategic sales and marketing initiatives with a focus on profitability, product quality, and customer satisfaction. In 2013, he founded King Extracts, an innovative cannabis brand that initially served California’s medical market and later expanded into the adult-use sector. As founder and CEO, he oversaw all aspects of the business—from manufacturing and operations to distribution and sales. Under his leadership, King Extracts grew rapidly and was eventually acquired by a Canadian corporation, cementing Mr. Bava’s reputation as a respected figure in the cannabis industry. Mr. Bava received his bachelor’s degree in business management from Ball State University in 2002.

~~The~~43 ~~below~~Table ~~revenues~~of ~~are based on the countries in which the customer is located. Summarized financial information concerning the geographic segments is shown in the following tables:~~ Contents

	Years ended June 30,
	2024		2023
Malaysia	$	34,024	$	32,134
United States		62,560		68,643
	$	96,584	$	100,777

Jeremy P. Concannon, age 48, began his career in his family’s business, where he progressed from entry-level positions to leadership roles in both inside and outside sales. Mr. Concannon has served as our Chief Growth Officer since August 2024. He was instrumental in driving significant growth, ultimately contributing to the company’s acquisition by a major strategic buyer. From 2012 to 2021, Jeremy served as President of Innovative Packaging Co., where he led a high-performing sales organization, recruited and onboarded top-tier talent, and implemented data-driven sales strategies that consistently delivered year-over-year growth and profitability. Following the acquisition, Jeremy took on the role of Executive Vice President of Sales & Marketing at 360 Pack from 2021 to 2024. There, he continued to demonstrate his expertise in scaling cohesive, results-driven teams and positioning businesses for sustained success. His leadership has consistently helped companies establish themselves as industry leaders through strategic growth and operational excellence. Mr. Concannon received his bachelor’s degree in business management from Loyola Marymount University in 2001.

~~NOTE 5~~Karl Strahl, age 33, has served on our Board since May 1, 2025, and is a respected executive in the biochar and carbon removal industry. He began his career at Tesla Solar in Albany, New York in 2016, where he developed a high-conversion ~~INVENTORIES~~passive sales strategy and earned multiple top sales awards. Since joining Oregon Biochar Solutions in 2018, Mr. Strahl has played a leading role in advancing the commercialization of biochar-based carbon credits in the United States. As Vice President of Sales & Marketing, he helped expand the company’s market reach across agriculture, environmental remediation, and sustainable building materials from 2018 to 2023. In 2023, he was promoted to Chief Operating Officer of Oregon Biochar Solutions, where he continues to drive strategic growth and innovation. Most recently, Mr. Strahl was instrumental in launching the world’s first insured biochar carbon removal credits in partnership with Oka, The Carbon Insurance Company, establishing a new benchmark for transparency and buyer assurance in the voluntary carbon market. Mr. Strahl also serves as a Board Member, Treasurer, and Standards Committee Member of the U.S. Biochar Coalition, a Washington, D.C.-based registered lobbying entity focused on policy advocacy, industry standards, and the promotion of pragmatic, biochar-based climate solutions nationwide. He received his bachelor’s degree in in Environmental Science from St. Lawrence University in 2016.

~~Inventories~~Dr. Raymond Lee “Buzz” Powell, age 60, has been a consultant to the Company regarding its national implementation since April 2024 and has been serving as ofa director since June 302025. He has worked in asphalt technology, ~~2024~~construction, and research for more than 35 years. Since November 2023, ~~consisted~~Mr. Powell has been the Technical Director of the ~~following:~~Asphalt Pavement Alliance where he is responsible for guiding research, technical initiatives, and industry collaboration. Mr. Powell has also held various positions at the National Center for Asphalt Technology (NCAT) at Auburn University, of which he has been a member since 1999, including Research Engineer, Assistant Director and Test Track Manager. Earlier in his career, Dr. Powell held various engineering roles at the Alabama Department of Transportation and worked as Principal Engineer at REGIS Engineering Solutions, Inc. Mr. Powell received a bachelor’s degree (1990), a master’s degree (1996) and a PhD (2006) in civil engineering from Auburn University. We believe that Dr. Powell is well qualified to serve as a member of our board of directors because of his extensive experience in asphalt pavement research, innovation, and industry collaboration.

	As of June 30,
	2024		2023
Manufactured bio produce	$	70,560	$	96,036
Trading goods		238,584		-
	$	309,144	$	96,036

Table of Contents

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

~~NOTE 6~~There –are ~~ADVANCE~~no TOfamily ~~SUPPLIER~~relationships between any of our directors, executive officers and proposed directors or executive officers.

~~This~~Involvement ~~represents~~in ~~advance~~Certain toLegal a supplier for the supply of THC-free cannabinoid (CBD) products pursuant to an agreement dated July 7, 2021 and are secured by a security deposit with legally enforceable right to recover. The advance has been written off during the year ended June 30, 2024 following the expiration of product supply agreement on July 6, 2024.Proceedings

~~NOTE 7~~No –executive ~~OTHER~~officer ~~RECEIVABLE,~~or ~~DEPOSITS~~director ~~AND~~is ~~PREPAYMENTS~~a party in a legal proceeding adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

~~Other~~No ~~receivable,~~executive ~~deposits~~officer ~~and~~or ~~prepayments~~director ashas ofbeen ~~June~~involved ~~30,~~in ~~2024~~the ~~and~~last ~~2023~~ten ~~consisted~~years in any of the following:

	As of June 30,
	2024			2023
Deposits		4,775			16,795
Other receivables		31,929			9,641
		36,704			26,436
Less: impairment on other receivables		(29,842	)		-
Other receivables and deposits, net		6,862			26,436
Prepayments		121,468			192,149
Prepaid share based compensation		105,705			183,531
	$	234,035		$	402,116

	·	Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

	·	Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

~~NOTE 8~~· –Being ~~PROPERTY~~subject to any order, ~~PLANT~~judgment, ~~AND~~or ~~EQUIPMENT~~decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; · Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; · Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or · Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

A45 ~~summary~~Table of ~~property, plant and equipment at June 30, 2024 and 2023 is as follows:~~Contents

	As of June 30,
	2024			2023
Land and building	$	1,258,360		$	1,258,360
Plant and machinery		2,289,794			2,291,724
Office equipment		6,168			6,168
Computers		13,908			5,415
Motor vehicles		777,457			708,051
Furniture and fittings		16,359			12,935
Renovation		4,431			-
		4,366,477			4,282,653
Less: accumulated depreciation		(688,600	)		(273,757	)
Less: Accumulated impairment		(134,042	)		-
Less: transfer to assets held for sale		(606,043	)		-
Less: written off		(3,957	)		-
Foreign exchange adjustment		(17,829	)		194
	$	2,916,006		$	4,009,090

Delinquent Section 16(a) Reports

~~F-18~~Section ~~Table~~16(a) of ~~Contents~~the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that during the fiscal year ended June 30, 2025, all reports applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act, except as set forth below:

~~VERDE~~● ~~RESOURCES,~~Mr. ~~INC~~Jack Wong filed a late Form 5 reporting his initial statement of beneficial ownership and five subsequent transactions. ● Mr. Eric Bava filed a late Form 5 reporting his initial statement of beneficial ownership and three subsequent transactions. ● Ms. Sherina Chui filed a late Form 5 reporting her initial statement of beneficial ownership. ● Mr. Jeremy P. Concannon filed a late Form 5 reporting his initial statement of beneficial ownership and one subsequent transaction. ● Dr. Raymond Lee Powell filed a late Form 3. ● Mr. Karl Strahl filed a late Form 5 reporting his initial statement of beneficial ownership and one subsequent transaction.

~~NOTES~~Code TOof ~~CONSOLIDATED FINANCIAL STATEMENTS~~Ethics

~~FOR~~We ~~THE~~have ~~YEARS~~adopted ~~ENDED~~a ~~JUNE~~corporate 30code of ethics applicable to all of our employees. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, ~~2024~~fair, ~~AND~~accurate, ~~2023~~timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. The Company will provide to any person, without charge and upon request, a copy of the code of ethics. Any such request must be made in writing to the Company at 8112 Maryland Ave, Suite 400, St. Louis, Missouri 63105.

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

~~Depreciation~~Our ~~expense~~board ~~for~~of ~~the~~directors ~~years~~adopted ~~ended~~our ~~June~~Insider 30Trading Policy on October 23, ~~2024~~2025. ~~and~~A ~~2023~~copy ~~totaled~~of ~~$417,517~~our Insider Trading Policy is filed herewith as Exhibit 19.1 and ~~$254,852,~~is ~~respectively~~incorporated by reference herein.

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

~~Land~~Our ~~and~~Board ~~building~~of ~~with~~Directors ~~net~~currently ~~carrying~~consists ~~amount~~ of ~~$701~~four members,~~817~~ atJack ~~June~~Wong, 30Eric Bava, ~~2024~~Dr. Raymond Lee Powell and ~~$723,981~~Karl atStrahl. The Board held four formal meetings during the year ended June 30, ~~2023~~2025, ~~was~~and ~~pledged~~executed to a ~~financial~~total ~~institution~~of ~~for~~twenty ~~facilities~~(20) ~~granted~~unanimous written consents in lieu of meetings.

~~Plant~~We have not yet established Compensation, Audit, and ~~machinery~~Nominations and ~~motor~~Corporate ~~vehicles~~Governance ~~with~~committees ~~carrying~~nor ~~values~~do ofwe ~~$7,688~~have ~~and~~an ~~$98,362~~Audit Committee financial expert as defined in Item 407(~~$295,701~~d)(5) ~~and~~of ~~$553,674~~Regulation atS-K ~~June~~promulgated 30under the Securities Act. Currently, ~~2023)~~the functions of these committees are ~~acquired~~performed ~~under~~by ~~financing~~our ~~arrangements~~entire Board of Directors. We hope to establish these committees and appoint an Audit Committee financial expert as our business develops.

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

~~NOTE~~As 9of ~~–INTANGIBLE~~June ~~ASSETS~~30, 2025, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our Board of Directors. Our Board of Directors does not have a policy with regards to the consideration of any Director candidates recommended by our shareholders. Our Board of Directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the Board considers a nominee for a position on our Board of Directors. If shareholders wish to recommend candidates directly to our Board, they may do so by sending communications to the CEO of our company at the address on the cover of this annual report.

~~The~~46 ~~intangible~~Table ~~assets comprise (i) a global intellectual property (“IP”)~~ of $30,192,771 known as “Catalytic Biofraction Process”, whereby, subsidiary Bio Resources Limited (“BRL”) is the beneficial and/or registered proprietor and (ii) an exclusive licence assigned to Verde Malaysia for the operation of the IP in the state of Sabah, Malaysia of MYR 14,000,000 ($2,967,860). Contents

~~The~~ITEM “Catalytic Biofraction Process” is a slow pyrolysis process using a proprietary catalyst to depolymerize palm biomass wastes (empty fruit bunches or palm kernel shells) in temperature range of 350 degrees Celsius to 500 degrees Celsius to yield commercially valuable bio products: bio-oil, wood vinegar (pyroligneous acid), biochar and bio-syngas11. ~~The~~Executive ~~intellectual property is a second-generation pyrolysis process where non-food feedstock like palm biomass wastes is used as feedstock~~Compensation. Upon fulfilling UN’s (United Nations) ACM 22 protocol as well as LCA (Life Cycle Assessment) requirements, it is anticipated that the by-products from this IP would lead to certification and issuance of Carbon Avoidance Credits as well as Carbon Removal Credits to generate carbon revenue for the Company.

~~During~~Summary ~~the~~Compensation annual impairment assessment, a quantitative assessment was conducted, which involved estimating the fair value of the asset using the income approach. The results indicated that the carrying amount of the asset was not impaired, and therefore no impairment loss was recognized for the period. Table

~~Key~~The ~~assumptions~~following insummary compensation table sets forth the ~~quantitative~~aggregate ~~assessment~~compensation ~~included:~~we paid or accrued during the fiscal years ended June 30, 2025 and 2024 to our named executive officers. .

● Discount Rate: 9% ● Plant daily capacity: The plant daily capacity is 0.8 MT per hour for the existing plant and 2.5 MT per hour for the additional new plants that will be commissioned. ● Additional plants: One new biofraction plant with a 3.0 MT/hour production rate will be added every year from FYE2027 up to FYE 2034. ● Projected Production and Sales: Based on a ten-year forecast. Production and sales volumes are linked to the plants in operation for each year in the forecasted period based on the output yield percentages. ● Inflation: 2%

SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary

($)

Bonus

($)

Stock Awards

($)

Option Awards

($)

Non-Equity Incentive

Plan Compensation ($)

Change in Pension Value and Nonqualified Deferred Compensation Earnings

($)

All Other Compensation ($)

Total

($)

Jack Wong (1)

CEO, and Director

2025

Filing Compare · VERDE RESOURCES, INC.