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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2026

☐	TRANSITION REPORT UNDER 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 of

incorporation or organization)

(I.R.S. Employer

Identification No.)

8112 Maryland Ave, Suite 400

St. Louis, MO

63105

(Address of principal executive offices)

(Zip Code)

(314) 530-9071

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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

Title of Each Class:		Trading Symbol(s)		Name of Each Exchange on Which Registered
None		None		None

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 past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

As of May 12, 2026, there were 1,302,942,407 shares of common stock outstanding.

VERDE RESOURCES, INC.

TABLE OF CONTENTS

		Page
	Cautionary Note Regarding Forward-Looking Statements	iii
	Key Definitions	iii

	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	F-1
	Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and June 30, 2025 (audited)	F-1
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended March 31, 2026 and 2025	F-2
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2026 and 2025	F-3
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended March 31, 2026 and 2025	F-4
	Notes to Unaudited Condensed Consolidated Financial Statements	F-6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4.	Controls and Procedures	11

	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	11
Item 1A.	Risk Factors	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3.	Defaults upon Senior Securities	12
Item 4.	Mine and Safety Disclosure	12
Item 5.	Other Information	12
Item 6.	Exhibits	13

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Quarterly Report”), and any documents we incorporate by reference, contain, or may contain, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable rules and regulations. Such forward-looking statements involve significant risks and uncertainties. All statements contained in this Quarterly Report and any documents we incorporate by reference, other than statements of historical facts, are forward-looking statements including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

The words “may,” “will,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “potential,” “seek,” “aim,” “goal” and derivatives of such words or similar expressions regarding the future are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements include statements regarding, and important factors that could cause actual outcomes to differ materially from those stated or implied in the forward-looking statements include, but are not limited to, the matters summarized below:

	●	our ability to establish and implement our business plan and begin to generate revenues, including through our Verde Net Zero Blueprint licensing and distribution model strategy and in conjunction with key commercial partners like Ergon Asphalt & Emulsions, Inc. (“Ergon”);

	●	our expectations about the anticipated benefits of our Verde Net Zero Blueprint licensing and distribution 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 generate and monetize carbon renewal credits utilizing our technology and products;

	●	our ability to effectively compete in our industry and execute on our business plan;

	●	the impact of governmental laws and regulation, and our ability to comply with new regulations and compliance requirements that affect our business;

	●	our ability to effectively scale our operations in North America and other regions, either on our own or through third-party collaborators like Ergon and others;

	●	our ability to adequately market our products and services, 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 licensing and distribution model to third parties beyond Ergon;

	●	our ability to expand our revenue streams beyond our licensing and distribution model;

	●	difficulties with certain licensees (such as Ergon), licensors from whom we have the rights to key intellectual property, or other third parties upon which we rely;

	●	our ability to attract, develop, and retain capable key personnel;

	●	our ability to protect our intellectual property (including our trade secrets) or manage threats posed by breaches of security; and

	●	other risks and uncertainties, including those listed in the “Risk Factors” section of this Quarterly Report, and our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed with the Securities and Exchange Commission (“SEC”) on October 23, 2025.

These and other forward-looking statements are only predictions and we may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, so you should not place undue reliance on our forward-looking statements, which speak only as of the date of this Quarterly Report or, in the case of exhibits hereto, the date of those documents. In addition, the factors listed above may not be the only ones that impact our ability to achieve the results anticipated by our forward-looking statements. Actual results or events could differ materially and adversely from the plans, intentions and expectations disclosed in the forward-looking statements we make. 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. You are cautioned that forward-looking statements involve significant 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 Quarterly 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.

You should read this Quarterly Report and the documents that we incorporate by reference with the understanding that our actual future results may be materially different from what we expect. All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this Quarterly Report or to reflect the occurrence of unanticipated events, except as may be required under applicable U.S. securities law. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

KEY DEFINITIONS

Unless the context requires otherwise, references in this Quarterly Report to “we,” “us,” “our,” “the Company,” “Verde,” or similar terminology refer to Verde Resources, Inc. and its consolidated subsidiaries

Unless the context requires otherwise, references in this Quarterly Report to “common stock” refer to the Company’s common stock, par value $0.001 per share.

iii

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1 - Financial Statements

VERDE RESOURCES, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

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

	March 31, 2026			June 30, 2025
ASSETS					Audited
Current assets:
Cash and cash equivalents	$	2,129,576		$	1,021,112
Short-term investments		-			1,276,484
Accounts receivable		465,029			188,415
Inventories		287,045			284,561
Amount due from related party		-			100
Prepaid share-based compensation-nonemployees		140,604			455,291
Prepayments		85,154			46,605
Other receivables and deposits		9,675			15,647
		3,117,083			3,288,215

Assets held for sale		4,000			4,000

Total current assets		3,121,083			3,292,215

Non-current assets:
Property, plant and equipment, net		1,478,370			1,574,984
Right of use assets, net		407,069			518,375
Intangible assets		33,665,611			33,503,771
Deposits paid		80,000			80,000
Prepaid share-based compensation- nonemployees		187,829			126,047

Total non-current assets		35,818,879			35,803,177

TOTAL ASSETS	$	38,939,962		$	39,095,392

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	54,423		$	55,092
Other payables		350,125			545,963
Deposit and accrued liabilities		48,483			371,837
Accrued share-based compensation for nonemployee		4,750			44,288
Accrued share-based compensation for employee		78,271			44,877
Accrued share-based compensation		78,271			44,877
Current portion of operating lease liabilities		40,877			38,311
Amount due to a director		3,033			209,640
Amounts due to related parties		295,457			324,974

Total current liabilities		875,419			1,634,982

Non-current liabilities:
Operating lease liabilities, net of current portion		60,658			91,639

Total non-current liabilities		60,658			91,639

TOTAL LIABILITIES		936,077			1,726,621

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; 1,302,942,407 and 1,262,680,891 issued and outstanding as of March 31, 2026 and June 30, 2025		1,302,942			1,262,680
Additional paid-in capital		57,553,229			54,530,117
Accumulated other comprehensive loss		(222,369	)		(160,809	)
Accumulated deficit		(20,627,172	)		(18,263,181	)
		38,006,630			37,368,807
Non-controlling interest		(2,745	)		(36	)
Stockholders’ equity		38,003,885			37,368,771

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	38,939,962		$	39,095,392

See accompanying notes to unaudited condensed consolidated financial statements.

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VERDE RESOURCES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

	2026			2025			2026			2025
	Three months ended March 31,						Nine months ended March 31,
	2026			2025			2026			2025
Revenue, net	$	460,005		$	697		$	466,953		$	128,690

Cost of revenue		296,093			155			298,314			59,303

Gross profit		163,912			542			168,639			69,387

Operating expenses:
Selling, general and administrative expenses		814,904			1,170,355			2,830,308			4,369,233
Other operating expenses		59,000			46,457			172,137			152,273
Total operating expenses		873,904			1,216,812			3,002,445			4,521,506

LOSS FROM OPERATION		(709,992	)		(1,216,270	)		(2,833,806	)		(4,452,119	)

Other income (expense):
Interest expense		-			(1,343	)		-			(102,703	)
Rental income		-			4,100			-			38,200
Gain from insurance claims		-			-			-			481,513
Unrealized foreign exchange gain		24,617			43,808			276,351			320,488
Gain on disposal of property, plant and equipment		-			2,488			-			163,644
Gain on forgiveness of debts		162,266			-			162,266			-
Interest income		9,666			21,533			21,489			60,342
Other income (expense)		374			(696	)		7,000			4,641
Total other income, net		196,923			69,890			467,106			966,125

LOSS BEFORE INCOME TAXES		(513,069	)		(1,146,380	)		(2,366,700	)		(3,485,994	)

Income tax expense		-			-			-			-

NET LOSS		(513,069	)		(1,146,380	)		(2,366,700	)		(3,485,994	)

Net loss attributable to non-controlling interest		(9	)		(9	)		(2,709	)		(36	)
Net loss attributable to Verde Resources Inc., shareholders		(513,060	)		(1,146,371	)		(2,363,991	)		(3,485,958	)

	$	(513,069	)	$	(1,146,380	)	$	(2,366,700	)	$	(3,485,994	)

Other comprehensive loss:
Foreign currency adjustment loss		(13,899	)		(9,717	)		(61,560	)		(48,739	)

COMPREHENSIVE LOSS	$	(526,968	)	$	(1,156,097	)	$	(2,428,260	)	$	(3,534,733	)
Net loss per share, basic and diluted	$	0.00		$	0.00		$	0.00		$	0.00
Weighted average common stock outstanding, basic and diluted (revised)		1,300,484,563			1,250,825,325			1,283,714,014			1,238,271,472

See accompanying notes to unaudited condensed consolidated financial statements.

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VERDE RESOURCES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

	2026			2025
	Nine months ended March 31,
	2026			2025
				(revised)
Cash flows from operating activities:
Net loss	$	(2,366,700	)	$	(3,485,994	)

Adjustments to reconcile net loss to net cash used in operating activities
Depreciation of property, plant and equipment		170,611			194,347
Amortization		77,143			77,143
Stock-based compensation-nonemployee		708,367			997,468
Stock-based compensation-employee		128,913			294,012
Stock-based compensation-director		24,855			-
Stock-based compensation		24,855			-
Finance cost interest element of promissory notes (non-cash)		-			84,718
Operating lease expense		42,310			27,214
Impairment on property		-			137,632
Impairment on assets held for sale		-			5,867
Gain on forgiveness of debts		(162,266	)		-
Unrealized foreign exchange gain		(276,351	)		(320,488	)
Gain from insurance claim		-			(481,513	)
Loss from disposal of asset held for sale		-			2,876
Gain on disposal of property, plant and equipment		-			(163,644	)
Changes in operating assets and liabilities:
Accounts receivable		(276,547	)		(121,401	)
Other receivables (deposits)		6,496			(51,237	)
Prepayments		(38,549	)		(10,130	)
Inventories		1,299			31,358
Accounts payables		(3,000	)		(11,408	)
Accrued liabilities and other payables		(397,911	)		(8,643	)
Advances (to) from director		(206,319	)		327,169
Advances from (to) related parties		943			(89,390	)
Repayment of operating lease liabilities		(36,319	)		(27,214	)
Net cash used in operating activities		(2,603,025	)		(2,591,258	)

Cash flows from investing activities:
Proceeds from disposal of assets held for sale		-			943,300
Proceeds from disposal of property, plant and equipment		-			947,015
Proceeds from insurance recoveries		-			541,221
Withdrawal of short-term investments, net		1,276,484			250,000
Purchase of property, plant and equipment		-			(361	)
Net cash provided by investing activities		1,276,484			2,681,175

Cash flows from financing activities:
Repayments of lease liabilities		-			(712,140	)
Repayments of bank loan		-			(211,440	)
Proceeds from issuance of common stock		2,448,000			1,319,000
Cash outflow arising from cancellation of common stock		-			(65,000	)
Net cash provided by financing activities		2,448,000			330,420

Net cash provided by operating, investing and financing		1,121,459			420,337

Foreign currency translation adjustment		(12,995	)		(10,111	)

Net change in cash and cash equivalents		1,108,464			410,226

CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD		1,021,112			279,137

CASH AND CASH EQUIVALENTS, AT END OF PERIOD	$	2,129,576		$	689,363

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	16,247

SUPPLEMENTAL NONCASH DISCLOSURE:
Shares issuance for employee compensation	$	18,000		$	294,012
Promissory note to related party settled by Company’s common stock	$	-		$	675,888

See accompanying notes to unaudited condensed consolidated financial statements.

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VERDE RESOURCES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2026

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

	No. of shares		Amount		capital		loss			losses			interest			equity
	Common stock				Additional paid-in		Accumulated other comprehensive			Accumulated			Non controlling			stockholders’
	No. of shares		Amount		capital		loss			losses			interest			equity

Balance as of July 1, 2025		1,262,680,891	$	1,262,680	$	54,530,117	$	(160,809	)	$	(18,263,181	)	$	(36	)	$	37,368,771

Shares issued for private placement		30,543,876		30,544		2,417,456		-			-			-			2,448,000
Share based compensation to employee		-		-		32,642		-			-			-			32,642
Share based compensation to director		-		-		16,691		-			-			-			16,691
Shares issued to service provider		1,000,000		1,000		94,000		-			-			-			95,000
Net loss for the period		-		-		-					(1,850,931	)		(2,700	)		(1,853,631	)
Foreign currency translation adjustment		-		-		-		(47,661	)		-			-			(47,661	)

Balance as of December 31, 2025		1,294,224,767	$	1,294,224	$	57,090,906		(208,470	)	$	(20,114,112	)	$	(2,736	)	$	38,059,812
Share based compensation to director		-		-		8,164		-			-			-			8,164
Shares issued to employee		1,122,624		1,123		61,754		-			-			-			62,877
Shares issued to service provider		7,595,016		7,595		392,405		-			-			-			400,000
Net loss for the period		-		-		-		-			(513,060	)		(9	)		(513,069	)
Foreign currency translation adjustment		-		-		-		(13,899	)		-			-			(13,899	)

Balance as of March 31, 2026		1,302,942,407		1,302,942		57,553,229		(222,369	)		(20,627,172	)		(2,745	)		38,003,885

See accompanying notes to unaudited condensed consolidated financial statements.

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VERDE RESOURCES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY (REVISED)

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2025

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

	No. of shares			Amount			capital			income			losses			interest			equity
	Common stock						Additional paid-in			Accumulated other comprehensive			Accumulated			Non controlling			Total stockholders’
	No. of shares			Amount			capital			loss			losses			interest			equity

Balance as of July 1, 2024		1,221,346,586		$	1,221,346		$	49,647,034		$	(71,906	)	$	(13,480,204	)	$	-		$	37,316,270

Shares issued for private placement		9,302,214			9,302			894,698			-			-			-			904,000
Shares issued to service provider		7,356,550			7,356			1,667,692			-			-			-			1,675,048
Shares issued to employee		2,070,000			2,070			243,245			-			-			-			245,315
Shares issued as settlement of promissory notes		9,655,542			9,656			666,232			-			-			-			675,888
Share based compensation to employee		-			-			92,044			-			-			-			92,044
Shares cancelled		(450,000	)		(450	)		(44,550	)											(45,000	)
Net loss for the period		-			-			-			-			(2,339,587	)		(27	)		(2,339,614	)
Foreign currency translation adjustment		-			-			-			(39,022	)		-			-			(39,022	)

Balance as of December 31, 2024		1,249,280,892			1,249,280			53,166,395			(110,928	)		(15,819,791	)		(27	)		38,484,929
Balance		1,249,280,892			1,249,280			53,166,395			(110,928	)		(15,819,791	)		(27	)		38,484,929

Shares issued for private placement		4,088,888			4,089			410,911						-			-			415,000
Share based compensation to employee		-			-			92,331			-			-			-			92,331
Shares cancelled		(200,000	)		(200	)		(19,800	)											(20,000	)
Net loss for the period		-			-			-			-			(1,146,371	)		(9	)		(1,146,380	)
Net income (loss)		-			-			-			-			(1,146,371	)		(9	)		(1,146,380	)
Foreign currency translation adjustment		-			-			-			(9,717	)		-			-			(9,717	)

Balance as of March 31, 2025		1,253,169,780			1,253,169			53,649,837			(120,645	)		(16,966,162	)		(36	)		37,816,163
Balance		1,253,169,780			1,253,169			53,649,837			(120,645	)		(16,966,162	)		(36	)		37,816,163

See accompanying notes to unaudited condensed consolidated financial statements.

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VERDE RESOURCES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2026 AND 2025

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

NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND

Core Business & Technology Overview

Verde Resources, Inc. was incorporated under the laws of the state of Nevada on April 22, 2010.

The Company is a road construction and building materials company offering proprietary, environmentally sustainable materials, designed to drive innovations that enhance sustainability and advance environmental stewardship. By integrating biochar, a carbon sequestering material and performance enhancer, the Company aims to facilitate the industry’s transition toward lower-emission infrastructure solutions. The Company believes its approach reduces greenhouse gas (“GHG”) emissions, optimizes the use of native soils and recycled materials, accelerates installation timelines, improves operational efficiency, and reduces overall project costs. The Company’s strategic focus has shifted toward the commercialization of its biochar asphalt technology through its wholly owned subsidiary, Verde Renewables Inc. (“Verde Renewables”). As part of this initiative, the Company has collaborated with the National Center for Asphalt Technology (“NCAT”) to deploy and evaluate its biochar asphalt technology at the NCAT test track. This endeavor is intended to validate the technology’s performance characteristics, environmental sustainability attributes, and potential to support the generation of carbon removal and avoidance credits.

Environmental Attributes and Carbon Credits

Puro.earth, a crediting platform for durable carbon removal, has officially registered the Company as a Carbon Removal Credit supplier as part of its Accelerate program. This registration was formalized through a platform agreement signed in April 2023. The Company’s endeavors are positioned to potentially create additional revenue opportunities through the generation of carbon removal credits (“CORCs”). The Company believes that the generation of CORCs and the demand for CORCs incentivizes the broader adoption of climate technologies and enables the Company to supply these credits to companies seeking to offset their carbon footprint in pursuit of net-zero objectives. Simultaneously, this approach creates the potential for an additional and substantial revenue stream for the Company.

In addition, on March 9, 2026, the Company engaged with Isometric (a leading certifier of carbon removal) in connection with the audit and verification of the Company’s BioFraction™ facility in Borneo to support the production of biochar and the potential generation of carbon removal credits associated with the use of engineered carbon in the Company’s road technologies. The Company views Isometric as a complementary carbon registry and methodology provider alongside Puro.earth and believes maintaining relationships with multiple registries may support future commercialization and expansion efforts across North America and other international markets.

Technology Development and Validation

On June 27, 2024, the Company entered into an agreement with NCAT at Auburn University to undertake a 3-year Performance Testing Project titled “Structural Capacity of Sustainable Pavement” (the “Project”). The Project, led by Dr. Nam Tran, Associate Director and Research Professor at NCAT, involved a comprehensive performance testing on the NCAT Test Track in Opelika, Alabama. This facility, sponsored by various state Departments of Transportation (DOTs) and in partnership with the Minnesota Road Research Facility (MnROAD), is dedicated to advancing sustainable pavement technologies. Success in this Project is expected to drive widespread adoption of a net-zero road construction blueprint by DOTs across the United States and the federal DOT. The Project commenced on June 24, 2024, and includes ongoing field demonstrations, performance evaluations and laboratory testing of the Company’s cold-mix BioAsphalt™ technologies at NCAT. The Project is expected to conclude on September 30, 2027, with the first draft of the final report expected in Spring 2027.

As part of the Project, in December 2024, in collaboration with C-Twelve Pty Ltd, a corporation incorporated in Western Australia (“C-Twelve”), the Company successfully demonstrated its biochar-asphalt technology utilizing C-Twelve’s proprietary emulsion at the NCAT test track in Auburn, Alabama. The Project showcased the ability to retrofit an existing asphalt plant to produce cold-mix biochar asphalt under winter conditions without the use of heat, solvents, or odors, resulting in an estimated 50% increase in installation efficiency compared to conventional methods.

The demonstration sequestered approximately eight (8) tons of carbon, verified and certified under Puro.earth in collaboration with Oregon Biochar Solutions, a related party of the Company through Karl Strahl, Chief Operating Officer of Oregon Biochar Solutions, who was appointed as a director of the Company in May 2025. This achievement marked what the Company believes to be the world’s first carbon removal credits generated through asphalt production and installation. The credits, issued and sold in April 2025, were pre-purchased by one of the world’s largest financial institutions focused on Carbon Dioxide Removals (“CDRs”). The Company refers to this integrated model of combining low-carbon materials, operational efficiency, and verified carbon removal credit generation as the “Verde Net Zero Blueprint.”

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As part of the ongoing Project evaluation, in July 2025, the Company received encouraging preliminary performance results from NCAT regarding its BioAsphalt™ test section installed in December 2024 at NCAT’s Test Track. After approximately 50,000 equivalent single axle loads (ESALs) of heavy truck traffic, the asphalt surface remained flexible and demonstrated consistent durability, particularly under low-volume roadway conditions, as confirmed by NCAT’s Assistant Director for Test Track Research, Mr. Nathan Moore, providing early validation of the technology’s performance.

Further, as part of the Project, NCAT’s September 2025 evaluation of the Company’s cold recycling mix using 100% reclaimed asphalt pavement (“RAP”) further validated the results of its proprietary formulation. Laboratory testing conducted in accordance with ASTM D6927 (Marshall Stability and Flow), ASTM D6931 (Indirect Tensile Strength), and AASHTO T283 (Moisture Susceptibility) demonstrated that the Company’s cold-recycled mix not only meets but exceeds industry specifications for cold-recycled asphalt. Results showed superior cohesion, high tensile strength ratio (“TSR”), and retained stability compared to standard cold mix benchmarks, supporting its strength, durability, and moisture resistance. This demonstration represents the first deployment of a carbon sequestering asphalt material engineered to maintain competitive strength and flexibility for road applications.

Strategic Collaborations

On August 14, 2024, the Company entered into a Memorandum of Understanding (the “NPI MOU”) with Nature Plus Inc. (“NPI”) to formalize the collaboration on the NCAT Project referred to above and explore subsequent business opportunities arising from the successful completion of the Project. The Project involved the application of TerraZyme technology for the stability of subgrade and base layers, with the overarching goal of advancing road construction methodologies. The testing of the efficacy and exploration of potential applications of the TerraZyme technology at NCAT is still underway as of the date of this Quarterly Report.

Under the NPI MOU, the Company and NPI agreed to jointly develop mixed designs and materials incorporating biochar, aimed at enhancing performance and promoting carbon sequestration. The NPI MOU shall be effective until December 31, 2026, or until replaced by a subsequent distributor agreement. Upon the completion of the Project, if successful, the Company and NPI intend to continue the collaboration on future initiatives, including soil stabilization and material development, carbon removal credits, certification and compliance, and exclusive rights to distributing TerraZyme.

On October 16, 2024, the Company formed a new subsidiary, VerdePlus Inc. (“VerdePlus”), a Missouri corporation in partnership with NPI for the purpose of conducting business on the production of low-carbon building materials by integrating the Company’s expertise and the innovative intellectual property of NPI. The Company and NPI owned 55% and 45% of VerdePlus, respectively.

The Company’s current priority is the successful commercialization of its technology in North America, and if that commercialization is successful, the Company intends to introduce the same blueprint in Southeast Asia. Ongoing discussions with PLUS Malaysia, the country’s largest highway operator, as well as discussions with the Economic Development Board (“EDB”) and Land Transport Authority (“LTA”) of the Republic of Singapore, signal a growing demand for biochar in the region. This demand, coupled with the certification, could enable the Company’s BioFraction™ facility in Borneo to secure a reliable client and resume normal operations in Malaysia with the potential for significant scale-up over time.

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Licensing and Commercial Agreements

C-Twelve License

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

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

Effective October 8, 2025, the Company entered into an addendum to the C-Twelve Agreement (the “C-Twelve Addendum”) with C-Twelve pursuant to which (i) C-Twelve approved the Company’s entry into the License Agreement with Ergon (as described below), (ii) the exclusive territory granted to the Company under the C-Twelve Agreement is expanded to comprise the United States (including all states, territories, and regions thereof), Canada and Mexico, (iii) the Company agreed to pay an additional $1 million in exclusive licensing fees for the expanded territories of Canada and Mexico, which shall be paid concurrently with the $2 million loan previously agreed upon under the C-Twelve Agreement (the “C-Twelve Loan”) and (iv) the Company agreed to a potential conditional fee payment to C-Twelve in 2027 based on agreed minimum amounts of liters of Verde V24 which the Company may purchase from C-Twelve. The Company is required to fund the C-Twelve Loan and the additional $1 million fee to C-Twelve (the proceeds of which are expected to be used by C-Twelve in part to enhance its Verde V24 manufacturing capability) within thirty (30) days of closing of a transaction in which the Company’s 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 the Company in breach of the C-Twelve Agreement.

Ergon License

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

The Company has agreed with Ergon to an initial fifteen (15) month “go-to-market period”, during which there will be no minimum purchase requirements for Ergon’s purchases of Verde V24. For each calendar year beginning January 1, 2027, Ergon has agreed to negotiate with the Company in good faith towards the establishment of possible minimum purchase amounts based on certain customary factors. The Company has also agreed with Ergon that if minimum purchase amounts are agreed to for any given calendar year, the Company and Ergon will agree in good faith to new minimum purchase amounts for each subsequent year, subject to consideration of customary factors.

The Company has also agreed to provide Ergon with forty percent (40%) of its share of the carbon removal credits generated from the mixing of the final carbon sequestering BioAsphalt™ surface material, so long as:

(a) the carbon removal credits are generated from bulk mixing or packaged mixed product, and

(b) the mixing of the final BioAsphalt™ surface material includes biochar purchased from the Company.

The Ergon License additionally grants Ergon the right to use the Company’s trademarks and access to ongoing technical services to facilitate the monitoring, reporting, and verification process of each ton of carbon dioxide sequestered.

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

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Biochar Solutions LLC

On March 14, 2026, Verde Renewables Inc., a wholly owned subsidiary of Verde Resources Inc., entered into a supply agreement with Biochar Solutions LLC to formalize and expand their existing collaboration into a structured commercial supply and intellectual property framework. Under this agreement, Biochar Solutions LLC will manufacture, supply, distribute, and white label engineered biochar for incorporation into Verde’s products, supporting both performance and carbon credit generation objectives. The agreement is intended to serve as the foundation for a binding long term commercial arrangement governing biochar supply, joint technology development, and carbon credit revenue sharing between the parties. Following an initial operating period, both parties intend to evaluate the commercial performance of the relationship and may update or modify the terms of the agreement based on operational experience and market conditions.

Commercial Activity

On February 10, 2026, the Company received its first two purchase orders from Ergon for the Company’s proprietary, licensed cold mix biochar asphalt emulsifying agent, Verde V24, the sale of which occurred during the quarter ending March 31, 2026. The gross revenue generated from these purchase orders was approximately $460,000 and the related receivable was fully collected from Ergon in April 2026. This event represents the Company’s first commercial transaction following the execution of its 10-year exclusive licensing agreement with Ergon in October 2025 and is the first step in the Company and Ergon’s combined go to market strategy for the Company’s cold mix BioAsphalt^TM in North America.

Geographic Expansion

On March 30, 2026, the Company established Verde Resources Asia Pacific Pte. Ltd., a private company limited by shares incorporated under the laws of the Republic of Singapore and a wholly owned subsidiary of the Company. The subsidiary’s primary activity is research and experimental development in biotechnology (excluding medical sciences).The establishment of Verde Resources Asia Pacific Pte. Ltd. follows several months of discussions with the EDB and LTA of the Republic of Singapore and advances the Company’s previously stated strategy to license its Net Zero Blueprint and related technologies globally, beginning with Singapore as its Asia Pacific headquarters. This initiative is expected to support the future generation and trading of carbon removal credits and serve as a foundation for the Company’s expansion across the region.

Corporate Structure Changes

Pursuant to an Intellectual Property Transfer Agreement dated October 15, 2025, Bio Resources Limited (“BRL”), a wholly owned subsidiary of the Company, transferred to Verde Resources Asia Pacific Limited (“VRAP”), another wholly owned subsidiary of the Company, all rights, title and interest in the intellectual property known as Catalytic Biofraction Process at its carrying value of $30,192,771 as of that date. Following the completion of the transfer, BRL was administratively dissolved by being struck off the registers of the Labuan Financial Services Authority on October 19, 2025.

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As of March 31, 2026, the Company has the following subsidiaries:

SCHEDULE OF SUBSIDIARIES DETAILS

Company name	Place of incorporation	Principal activities and place of operation	Effective interest held

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.	State of Missouri	Trading of building materials and management of a processing and packaging facility	100%

VerdePlus Inc.	State of Missouri	Production of low-carbon building materials	55%

Verde Life Inc. (“VLI”)	State of Oregon	Development of health and wellness products formulated with natural plant extracts derived from crops cultivated using biochar.	100%

The Wision Project Sdn Bhd (“Wision”)	Malaysia	Digital innovation, marketing & consulting service, PR, branding, influencer marketing, event management and media relations services	100%

Verde Estates LLC (“VEL”)	State of Missouri	Holding real property	100%

Verde Resources Asia Pacific Pte. Ltd. (“VRAPPL”)	Republic of Singapore	Research and experimental development on biotechnology (excluding medical science)	100%

* Bio Resources Limited (“BRL”), a former subsidiary of the Company, was administratively dissolved by being struck off the registers of the Labuan Financial Services Authority, effective October 19, 2025.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements, which include the accounts of the Company and those of its wholly owned subsidiaries and variable interest entities, are unaudited and have been prepared on a basis substantially consistent with the Company’s audited financial statements and notes as of and for the year ended June 30, 2025 included in the Company’s Annual Report on Form 10-K (the “2025 Form 10-K”). These unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted (“GAAP”) in the United States of America (“U.S. GAAP”) and follow the requirements of the SEC for interim reporting. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for a fair statement of its financial position, operating results and cash flows for the periods presented. The condensed consolidated balance sheet at June 30, 2025 has been derived from audited consolidated financial statements, but does not contain all of the footnote disclosures from the 2025 Form 10-K. The results of the Company’s operations for any interim period are not necessarily indicative of the results of the Company’s operations for any other interim period or for a full fiscal year. The statements should be read in conjunction with the audited consolidated financial statements and related notes included in the 2025 Form 10-K as filed with SEC on October 23, 2025.

Use of Estimates and Assumptions

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the years presented. Significant accounting estimates reflected in the Company’s condensed consolidated financial statements include the useful lives of plant and equipment, impairment of long-lived assets (including intangible assets), allowance for expected credit losses, revenue recognition, share based compensation, classification of warrants, deferred taxes and uncertain tax position.

The inputs into the management’s judgments and estimates consider the geopolitical tension, inflationary and high-interest rate environment and other macroeconomic factors on the Company’s critical and significant accounting estimates. Actual results could differ from these estimates.

Basis of Consolidation

The unaudited condensed 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 Accounting Standards Codification (“ASC”) 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair market values at the acquisition date.

Segment Reporting

During the fiscal year ended June 30, 2025, the Company reassessed its segment reporting conclusions in accordance with ASC Topic 280 and determined that it operates as a single operating and reportable segment. This reassessment reflects changes in how the business is managed and how financial information is reviewed by the Company’s Chief Operating Decision Maker (“CODM”).

The Company’s CODM is the Chief Executive Officer, who reviews financial information on a consolidated basis, including revenue, operating expenses and net income (loss), when evaluating operating performance and allocating resources. The CODM uses net income (loss) as the primary measure of performance and uses revenue as the primary measure for allocating resources.

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This conclusion reflects the increased integration of the Company’s operations, including centralized decision-making, shared resources, and alignment of strategic objectives across the organization. In prior periods, the Company had evaluated its operations as potentially comprising multiple segments based on earlier organizational structures and the CODM had used sales and operating income (loss) as the primary measures of segment profit or loss to assess performance and make resource allocation decisions. The CODM assessed those metrics and compared actuals to budgeted and forecasted values to evaluate segment operating performance and allocate resources to the operating segments.

As a result of these changes, management now evaluates performance and allocates resources on a consolidated basis.

This change did not impact the Company’s consolidated financial statements but may affect the comparability of segment-related disclosures between periods. See Note 4 – Business Segment Information for additional information.

Concentration of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents, short-term investments and accounts receivable. The Company maintains its cash and cash equivalents and short-term investments with high-credit-quality financial institutions. At times, such balances may exceed federally insured limits. The Company monitors the creditworthiness of financial institutions and counterparties and believes its exposure to credit risk is not significant.

Risks and Uncertainties

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

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and represent cash in banks, money market funds, which are readily convertible to known amounts of cash and that mature within three months or less from the date of purchase, which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $2,129,576 and $1,021,112 in cash and cash equivalents at March 31, 2026 and June 30, 2025.

At March 31, 2026, and June 30, 2025, cash and cash equivalents consisted of petty cash on hand and cash in banks.

Short-Term Investments

Deposits held for investments that are not debt securities are included in short-term investments in the unaudited condensed consolidated balance sheets. Investments in short-term investments with original maturities of more than three months but remaining maturities of less than one year are considered short-term investments. Investments held with the intent to reinvest or hold for longer than a year, or with remaining maturities of one year or more, are considered long-term investments.

Accounts Receivable

Accounts receivable are recognized and carried at amortized cost. The Company maintains an allowance for expected credit loss to provide for the estimated number of receivables that will not be collected. The Company considers several factors in its estimate of the allowance, including knowledge of a client’s financial condition, its historical collection experience, and other factors relevant to assessing the collectability of such receivables. Bad debts are written off against allowances. An allowance for doubtful accounts will be recorded in the period when a loss is probable based on an assessment of specific evidence indicating troubled collection, historical experience, accounts aging, ongoing business relation and other factors. Accounts are written off after exhaustive efforts at collection. If accounts receivable are to be provided for, or written off, they would be recognized in the unaudited condensed consolidated statement of operations within operating expenses. As of March 31, 2026, and June 30, 2025, the longest credit term for certain customers are 30 to 90 days.

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At March 31, 2026, and June 30, 2025, there has been no allowance for expected credit loss for accounts receivable, and for other receivables, the allowance for expected credit loss amounted to $34,728 and $33,939 respectively. There was no allowance for expected credit loss for the three and nine months ended March 31, 2026 and 2025.

Expected Credit Loss

The Company accounts for expected credit losses in accordance with ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASC Topic 326 requires entities to use a current expected credit loss (“CECL”) methodology to estimate lifetime expected credit losses for certain financial assets measured at amortized cost, including accounts receivable and other financial instruments. The CECL methodology generally results in earlier recognition of credit losses than the previous incurred loss model.

The Company maintains an allowance for expected credit losses based on a combination of quantitative and qualitative factors, including historical loss experience, customer-specific credit risk, aging of receivables, current economic conditions and reasonable and supportable forecasts of future conditions.

Management applies significant judgment in identifying relevant risk factors, evaluating the impact of macroeconomic conditions, including inflation, interest rates and geopolitical uncertainty, and determining the appropriate expected loss rates. Changes in these assumptions or economic conditions could materially affect the timing and amount of credit loss provisions recognized in future periods.

No allowance for expected credit losses on accounts receivable was recognized during the nine months ended March 31, 2026 and 2025.

Inventories

Inventories are stated at the lower of cost or market value (net realizable value), with cost being determined on a first-in-first-out method. Cost of raw materials include cost of materials and incidental costs in bringing the inventory to its current location. Costs of finished goods, on the other hand include material, labor and overhead costs. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand.

As of March 31, 2026, and June 30, 2025, there was no write down and no write off of inventories.

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

	Expected useful life
Plant and machinery	5-10 years
Office equipment	3 years
Computers	5 years
Motor vehicles	5 years
Furniture and fittings	5 years
Renovation	10 years

The estimated useful lives and depreciation methodology reflect management’s judgment based on historical experience, the nature of the assets, anticipated usage, and technological and economic factors. The Company periodically reviews the estimated useful lives of its property, plant and equipment and revises such estimates when events or changes in circumstances indicate that the estimates may no longer be appropriate.

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 improvements that 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 resulting gain or loss is recognized in the unaudited condensed consolidated statements of income (loss) and other comprehensive income (loss) in other income or expenses.

The Company also evaluates property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. See Note 8 for details of property, plant and equipment and related depreciation expense.

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Intangible Assets and Impairment of Long-Lived Assets

The Company accounts for intangible assets in accordance with ASC Topic 350, Intangibles—Goodwill and Other, and accounts for impairment of long-lived assets in accordance with ASC Topic 360, Impairment or Disposal of Long-Lived Assets.

Intangible assets acquired from third parties are initially measured at fair value. Indefinite-lived intangible assets are not amortized and are evaluated for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired.

In accordance with ASC Topic 360, Impairment or Disposal of Long-Lived Assets, the Company evaluates long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability is assessed by comparing the carrying amount of the asset or asset group to the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset. If the carrying amount exceeds the estimated undiscounted future cash flows, an impairment loss is recognized based on the excess of the carrying amount over the asset’s fair value.

To evaluate indefinite-lived intangible assets for impairment under ASC Topic 350, Intangibles—Goodwill and Other, the Company may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount. Alternatively, the Company may bypass the qualitative assessment and perform a quantitative impairment test. The qualitative assessment considers factors including business performance, market conditions, macroeconomic trends, strategic plans, recent market transactions and projected future cash flows.

If a quantitative assessment is performed, the fair value of the indefinite-lived intangible asset is compared to its carrying amount. Fair value is generally determined using discounted cash flow models, appraised values or other valuation techniques, as appropriate, and requires management to make significant estimates and assumptions, including projected revenues, operating margins, future cash flows and discount rates. If the carrying amount exceeds fair value, an impairment loss is recognized for the excess carrying value.

These estimates are inherently subjective and sensitive to changes in assumptions and market conditions. Actual results or changes in estimates could result in material impairment charges in future periods. See Note 9 for details of intangible assets and related impairment write offs.

Assets Held for Sale

The Company classifies assets as held-for-sale (“disposal group”) in the period when all of the relevant criteria to be classified as held for sale are met. These criteria include management’s commitment to sell the disposal group in its present condition and the sale being deemed probable of being completed within one year. Assets held for sale are reported at the lower of their carrying value or fair value less cost to sell. The fair values of disposal groups are estimated using accepted valuation techniques, including indicative listing prices. The Company considers historical experience, guidance received from third parties, and all information available at the time the estimates are made to derive fair value. Any loss resulting from the measurement is recognized in the period when the held for sale criteria are met. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held for sale and reports any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the initial carrying value of the disposal group. Assets held-for-sale are not amortized or depreciated.

Revenue Recognition

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

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

	●	identify the contract with a customer;

	●	identify the performance obligations in the contract;

	●	determine the transaction price;

	●	allocate the transaction price to performance obligations in the contract; and

	●	recognize revenue as the performance obligation is satisfied.

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

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

The Company also follows the guidance provided in ASC 606, Revenue from Contracts with Customers, for determining whether the Company is the principal or an agent in arrangements with customers that involve another party that contributes to the provision of goods to a customer. In these instances, the Company determines whether it has promised to provide the goods itself (as principal) or to arrange for the specified goods to be provided by another party (as an agent). This determination is a matter of judgment that depends on the facts and circumstances of each arrangement. As such, the Company derives its revenue from the sale of products and services in its role as a principal.

Rental income

Rental income is recognized on a straight-line basis over the term of the respective lease agreement.

Cost of Revenue

Cost of revenue consists primarily of the cost of goods sold, which are directly attributable to the sales of products.

Leases

The Company determines if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. The Company uses rate implicit in the lease to determine the present value of future lease payments to determine the present value of future lease payments. Operating lease right-of-use (“ROU assets”) assets represent the Company’s right to control the use of an identified asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are generally recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities.

ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC Topic 360, Property, Plant, and Equipment, as ROU assets are long-lived non-financial assets.

ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU assets are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities.

The Company recognized no impairment of ROU assets as of March 31, 2026, and June 30, 2025.

The operating lease is included in operating lease right-of-use assets and operating lease liabilities as current and non-current liabilities in the unaudited condensed consolidated balance sheets as of March 31, 2026, and June 30, 2025.

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Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the five criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value and (v) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. At the inception of a finance lease, the Company 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.

Income Taxes

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

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

In assessing the realizability of deferred tax assets, management evaluates both positive and negative evidence, including projected future taxable income, tax planning strategies, recent financial performance, economic trends and potential changes in tax laws. Judgment is required in determining whether valuation allowances are necessary and adjustments to such valuation allowances could materially impact income tax expense or benefit in future periods. See Note 17 for details related to income taxes.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC Topic 740 provisions of Section 740-10-25 for the three and nine months ended March 31, 2026 and 2025.

Foreign Currencies Translation

The Company’s reporting currency is the United States dollar (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in United States dollars. The Company and its subsidiaries in the United States have functional currency of US$ whereas the functional currency of the Company’s subsidiaries in Malaysia is Malaysian Ringgit (“MYR”). The functional currencies represent the primary currencies of the economic environment in which the respective companies’ operations are conducted.

Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the unaudited condensed consolidated statement of operations.

For reporting purposes, in accordance with ASC Topic 830 “Translation of Financial Statements”, capital accounts of the unaudited condensed consolidated financial statements are translated into United States dollars from MYR at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rates as of balance sheet date. Income and expenditures are translated at the average exchange rate of the respective year. The gains and losses resulting from translation of financial statements subsidiaries to the reporting currency are recorded as a separate component of accumulated other comprehensive income (loss) within the statements of changes in stockholder’s equity.

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

March 31,

2026

March 31,

2025

Period-end MYR:US$ exchange rate

0.24806

0.22551

Average period MYR:US$ exchange rate

0.24390

0.22696

Comprehensive Income (Loss)

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

Non-controlling Interest

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

Net Loss per Share

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

The Company’s share-based awards consist of shares of common stock that are legally issued, fully vested, and nonforfeitable upon grant. Accordingly, such shares are included in the weighted-average shares outstanding from the date of issuance, and there are no unvested or forfeitable awards requiring separate consideration in the calculation of basic or diluted net loss per share.

For the three and nine months ended March 31, 2026 and 2025, diluted weighted-average shares of common stock outstanding is equal to basic weighted average shares of common stock, due to the Company’s net loss position. Hence no common stock equivalents were included in the computation of diluted net loss per shares since such inclusion would have been antidilutive.

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Stock Cancellation and Reissuance Policy

In certain circumstances, after the Company grants fully vested and nonforfeitable share-based awards to nonemployees, the Company may enter into mutual agreements with the recipients to cancel shares associated with services not yet performed or no longer expected to be performed under the applicable arrangements. In such instances, the Company evaluates the substance of the arrangement in accordance with ASC 718-10-25-2 and ASC 718-10-35-1, which require that compensation cost be recognized based on the goods or services received. In accordance with ASC 718-10-45-3, the grant date fair value of these awards are initially recognized as prepaid share-based compensation, which is recognized as compensation expense over the period in which the related goods or services are received. When mutual agreements are concluded to cancel shares associated with services which are not performed or are no longer expected to be performed, the Company reverses the remaining balance of the prepaid share-based compensation, which represents the value of services not yet performed. There are no reversals of previously recognized share-based compensation expense relating to services already performed under the applicable arrangements.

Treasury Stock Policy

The Company may also, if required, cancel shares of its common stock that have been repurchased or otherwise reacquired, including shares acquired through share repurchase programs. Canceled shares are retired and removed from the issued and outstanding share count in accordance with applicable corporate law and the Company’s Articles of Incorporation.

Upon cancellation, the par value of the shares is deducted from common stock, and any excess of repurchase cost over the par value is charged against additional paid-in capital (APIC) or retained earnings, as applicable. If the original issuance price is not known or determinable, the cost is first charged to APIC to the extent available, with any remaining amount charged to retained earnings.

The Company accounts for reissuance of treasury shares in accordance with ASC 505-30 – Equity: Treasury Stock. Treasury shares may be reissued for various purposes, including the settlement of employee equity awards, acquisitions, or other corporate purposes.

If treasury shares are reissued:

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

	●	Any difference between the reissuance price and the cost of the treasury shares is recorded as an adjustment to APIC.

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

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

The Company uses the cost method to account for treasury stock transactions. Reissued shares are included in the

number of shares issued and outstanding as of the date of reissuance.

As of the date of this Quarterly Report, there have been no Treasury Stock purchases by the Company.

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Stock Based Compensation Policy

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment arrangements related to the acquisition of goods and services from both employees and nonemployees based on the fair value of the awards at grant date.

Grant Date and Measurement

The grant date represents the date on which all key terms and conditions of the award are approved and understood by both the Company and the recipient, which generally corresponds to the date of final board approval. The fair value of share-based awards is measured based on the closing market price of the Company’s common stock on the grant date.

The Company considers stock-based compensation to be a significant accounting estimate due to the judgment involved in determining the grant date, estimating the fair value of awards, evaluating the timing and recognition of compensation expense and assessing the substance of certain share-based arrangements. Because the Company issues common stock awards that are measured based on the market price of its common stock at the grant date, changes in the timing of grant approvals, service periods and the Company’s stock price, may impact the amount and timing of compensation expense recognized in future periods.

Fully Vested and Nonforfeitable Awards

The Company issues shares that are fully vested and nonforfeitable upon grant, and the Company does not retain the ability to cancel such shares. For these awards, the recipient has an unconditional right to the shares at the grant date.

When such awards are issued to nonemployees in advance of the receipt of goods or services, the Company records prepaid share-based compensation at the grant date in accordance with ASC 718-10-45-3. The prepaid amount represents the fair value of the goods or services to be received and is recognized as compensation expense over the period in which the related goods or services are received.

For employee awards, when shares are issued in advance of the receipt of services, the Company does not recognize a prepaid asset. Instead, consistent with ASC 718-10-25 and ASC 718-10-35, compensation cost is recognized over the requisite service period as the services are rendered.

Awards Without an Established Grant Date

For certain share-based payment arrangements, the service inception date precedes the establishment of the grant date. In such cases, compensation cost is recognized based on the best estimate of the fair value of the Company’s common stock at each reporting period until the grant date is established, with a corresponding liability recorded in accordance with ASC 718.

Once the grant date is established, the cumulative compensation cost is adjusted to reflect the grant-date fair value of the award.

Recognition of Compensation Expense

Share-based compensation cost is recognized over the requisite service period for employee awards and over the service period for nonemployee awards.

Presentation Considerations

Awards that are fully vested and nonforfeitable are included in shares issued and outstanding at the grant date.

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Accordingly:

	●	for nonemployees - APIC, together with shares issued, is recognized at the grant date fair value of the awards, with a corresponding increase in prepaid share-based compensation, which is recognized as compensation expense over the period in which the related goods or services are received; and

	●	for employees - APIC is recognized to the extent that, together with shares issued, reflect the compensation cost for the requisite service period rendered as of the reporting date. Any remaining unrecognized compensation cost is recorded in APIC over the remaining requisite service period.

The impact of such awards on earnings per share is evaluated in accordance with ASC 718-10-45-1.

Stock-Based Compensation Expense

During the three and nine months ended March 31, 2026, the Company recognized share-based compensation expense as follows:

	●	Nonemployees: $106,384 and $708,367, respectively.

	●	Employees: $10,848 and $128,913, respectively.

	●	Directors: $8,164 and $24,855, respectively.

During the three and nine months ended March 31, 2025, the Company recognized share-based compensation expense as follows:

	●	Nonemployees: $451,609 and $997,468, respectively.

	●	Employees: $92,331 and $294,012, respectively.

In addition, the Company recorded $83,021 and $89,165 as accrued compensation cost for share-based arrangements for which the grant date had not yet been established as of March 31, 2026 and June 30, 2025, respectively.

Retirement Plan Costs

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

Related Parties

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

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

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The unaudited condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income (loss) 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 (loss) 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.

Commitments and Contingencies

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

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Warrant

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of our control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Equity-classified

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. Warrants classified as equity instruments are initially recognized at fair value within APIC and are not subsequently remeasured. The warrants have been assessed to meet the requirements for equity classification and accounted for as equity. Upon exercise of the warrants, the Company will record the proceeds received, together with the carrying value of the warrants, as an increase to common stock and APIC. Warrants that expire unexercised will be derecognized with no impact on the statement of operations.

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Liability-classified

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance and are remeasured at each reporting date until settlement. Changes in fair value is recognized as a component of change in fair value of warrant liability in the condensed consolidated statements of operations and as a non-cash gain or loss in the condensed consolidated statement of comprehensive loss. Transaction costs allocated to warrants that are presented as a liability are immediately expensed in the consolidated statements of operations and comprehensive loss.

No liability classified warrants have been issued as of March 31, 2026.

Fair Value of Financial Instruments

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

	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 unobservable inputs and not corroborated by market data.

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

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

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

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Recent Accounting Pronouncements

During the nine months ended March 31, 2026, there have been no new, or existing, recently issued accounting pronouncements that are of significance, or potential significance, that impact the Company’s unaudited condensed consolidated financial statements.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Account Receivable and Contract Assets. This update introduces a practical expedient for all entities when estimating expected credit losses on current accounts receivable and current contract assets arising from revenue transactions accounted for under Topic 606. The expedient allows entities to assume current conditions as of the balance sheet date remain unchanged over the remaining life of the asset. The amendments are required to be applied prospectively and are effective for annual and interim periods beginning after December 15, 2025. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update provides amendments to clarify and modernize the accounting for costs incurred to develop or acquire internal-use software. The amendments address the capitalization of implementation costs by utilizing a principles-based approach and consolidates website development guidance under Subtopic 350-40. The amendments can be applied prospectively, modified prospectively, or retrospectively and are effective for annual and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.

In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. This update introduces a scope exception to derivative accounting for certain contracts with underlyings tied to operations or activities specific to one of the parties. Additionally, the update clarifies that share-based noncash consideration received from a customer should be accounted for under Topic 606 until the right to receive or retain the consideration becomes unconditional. The amendments can be applied prospectively or modified retrospectively and are effective for annual and interim periods beginning after December 15, 2026. While the Company has assessed that there is no significant impact to the condensed consolidated financial statements, the impact of this pronouncement on disclosures contained in notes thereto is being evaluated.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This update clarifies the applicability, form and content, and interim disclosure requirements in ASC Topic 270 and enhances navigability of the interim reporting guidance. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities and after December 15, 2028, for entities other than public business entities. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.

In December 2025, the FASB issued ASU 2025-12, “Codification Improvements,” which updates the FASB Accounting Standards Codification to clarify, correct errors, and improve the overall usability of GAAP. The improvements consist of narrow-scope amendments, technical corrections, clarification of existing guidance, and updates to clarify the appropriate scope and application of certain disclosure requirements. ASU 2025-12 is effective for annual and interim periods beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the effect this pronouncement has had on the disclosures contained in the notes to the condensed consolidated financial statements.

The Company is currently reviewing all recently issued, but not yet effective, accounting pronouncements and is evaluating the impact of these pronouncements on the relevant disclosures. The Company believes the future adoption of any such pronouncements may not be expected to have a material impact on its financial condition or the results of its operations.

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NOTE 3 – REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS

Certain prior period amounts for the nine months ended March 31, 2025 have been revised to reflect corrections identified by management relating to the Company’s previously issued financial statements for the year ended June 30, 2025, which the Company expects to address in an amendment to its Annual Report on Form 10-K for the year ended June 30, 2025.

The Company evaluated the materiality of these corrections and concluded that they were not material to the previously issued interim financial statements. Accordingly, the Company has revised the prior period amounts in the accompanying unaudited condensed consolidated financial statements.

The revisions had no impact on previously reported net loss, earnings per share, total assets or total cash flows. However, as disclosed in Note 24, the revisions resulted in changes to the classification and presentation of certain line items within the consolidated balance sheet and consolidated statements of changes in stockholders’ equity. See Note 24 for the nature of the revisions, including the impacted financial statement line items and reporting periods, in accordance with ASC 250-10-50-7 through 50-12.

NOTE 4 – BUSINESS SEGMENT INFORMATION

The Company applies the provisions of ASC Topic 280, Segment Reporting, which requires disclosure of information about operating segments based on how management organizes the Company’s business activities for making operating decisions and assessing performance. The Company’s Chief Executive Officer serves as the Chief Operating Decision Maker (“CODM”).

The CODM reviews consolidated financial information, including revenue, operating expenses and net loss, when evaluating performance and allocating resources. The CODM uses net loss as the primary measure of performance and uses revenue as the primary measure for allocating resources.

During the fiscal year ended June 30, 2025, the Company reassessed its segment reporting conclusions in accordance with ASC Topic 280 due to changes in how the business is managed and how information is reviewed by the CODM.

Specifically, the Company’s operations have become more integrated, with centralized decision-making, shared resources, and aligned strategic objectives across the organization. As a result, the CODM no longer reviews discrete financial information for separate components of the business and instead evaluates performance and allocates resources based on consolidated financial information for the Company as a single segment.

Accordingly, the Company has determined that it operates as a single operating and reportable segment under ASC Topic 280. This conclusion reflects current-period facts and circumstances and differs from prior period assessments due to the evolution of the Company’s internal reporting structure and operational focus.

In prior periods, the Company had evaluated its operations as potentially comprising multiple segments based on earlier organizational structures and internal considerations and these segments were (i) trading and production of building materials and renewable commodities, (ii) holding of real property and (iii) licensor of proprietary pyrolysis technology. The CODM used sales and operating loss as the primary measure of segment profit or loss to assess performance and allocate resources.

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Because the Company operates as a single segment and the CODM reviews consolidated financial information, the significant expense categories reviewed by the CODM are reflected in the consolidated statements of operations. The presentation of the comparative information has been revised for comparability with the current year presentation. The CODM reviews on a consolidated financial information basis the significant expense categories as disclosed below.

	2026			2025
	Three months ended March 31,
	2026			2025
				(revised)
Revenue	$	460,005		$	697
Cost of revenue		296,093			155
Gross profit		163,912			542
Operating expenses:
Depreciation and amortization		84,649			82,686

Impairment on assets held for sales		-			5,867
Payroll expenses		307,604			363,401
Consultant fees		110,442			484,866
Research and development expense		62,500			72,090
Legal and professional fees		125,276			57,700
Other segment expenses		183,433			150,202
Loss from operations		(709,992	)		(1,216,270	)
Interest expense		-			(1,343	)
Rental income		-			4,100
Unrealized foreign exchange gains		24,617			43,808
Gain from insurance claim
Gain on forgiveness of debts		162,266			-
Gain on disposal of property, plant and equipment		-			2,488
Interest income		9,666			21,533
Other income		374			(696	)
Loss before income tax		(513,069	)		(1,146,380	)
Income tax		-			-
Net loss	$	(513,069	)		(1,146,380	)

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	2026			2025
	Nine months ended March 31,
	2026			2025
				(revised)
Revenue	$	466,953		$	128,690
Cost of revenue		298,314			59,303
Gross profit		168,639			69,387
Operating expenses:
Depreciation and amortization		247,754			271,490
Impairment on property, plant and equipment		-			137,632
Impairment on assets held for sales		-			5,867
Payroll expenses		918,653			2,214,214
Consultant fees		745,911			1,047,909
Research and development expense		187,500			122,090
Legal and professional fees		409,125			171,667
Other segment expenses		493,502			550,637
Loss from operations		(2,833,806	)		(4,452,119	)
Interest expense		-			(102,703	)
Rental income		-			38,200
Unrealized foreign exchange gains		276,351			320,488
Gain from insurance claim		-			481,513
Gain on forgiveness of debts		162,266			-
Gain on disposal of property, plant and equipment		-			163,644
Interest income		21,489			60,342
Other income		7,000			4,641
Loss before income tax		(2,366,700	)		(3,485,994	)
Income tax		-			-
Net loss	$	(2,366,700	)		(3,485,994	)

Substantially all of the Company’s revenue is generated in the United States. Long-lived assets are located primarily in the United States and in its subsidiaries in Malaysia and the British Virgin Islands, with the Company’s key intellectual property held by its BVI subsidiary.

NOTE 5 – SHORT-TERM INVESTMENTS

	●	Interest rates: 1.98% to 4.64% per annum as of June 30, 2025.

	●	Maturities: 120 to 270 days as of June 30, 2025.

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NOTE 6 – INVENTORIES

Inventories as of March 31, 2026, and June 30, 2025, consisted of the following:

SCHEDULE OF INVENTORY

	March 31, 2026		June 30, 2025

Manufactured bio produce	$	81,178	$	77,399
Trading goods		205,867		207,162
Total	$	287,045	$	284,561

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

NOTE 7 – OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS

Other receivables, deposits and prepayments as of March 31, 2026, and June 30, 2025, consist of the following:

	March 31, 2026			June 30, 2025

Deposits	$	6,921		$	6,781
Other receivables		37,482			41,976
Total	$	44,403		$	48,757
Less: impairment on other receivables		(34,728	)		(33,110	)
Other receivables and deposits, net	$	9,675		$	15,647
Prepayments		85,154			46,605
Prepaid share based compensation - nonemployees (current portion)		140,604			455,291
	$	235,433		$	517,543

Prepaid share based compensation - nonemployees (non-current portion)	$	187,829		$	126,047

The Company accounts for share-based compensation in accordance with ASC 718 based on the grant-date fair value of the awards. When awards are granted to nonemployees in advance of the related services, the Company records the fair value as prepaid share-based compensation and recognizes the expense over the service period. Share-based compensation for employees is recognized over the requisite service period without the recognition of a prepaid asset. The portion of prepaid share-based compensation to nonemployees expected to be recognized within twelve months is classified as a current asset, with the remainder classified as non-current. This classification reflects the expected timing of the underlying service periods as defined in the applicable agreements.

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NOTE 8 – PROPERTY, PLANT AND EQUIPMENT

A summary of property, plant and equipment as of March 31, 2026, and June 30, 2025, is as follows:

	March 31, 2026			June 30, 2025

Plant and machinery	$	2,056,949		$	1,843,774
Office equipment		6,239			6,161
Computers		15,837			14,233
Motor vehicles		4,730			4,240
Furniture and fittings		4,932			4,421
Renovation		4,943			4,431
Gross Total		2,093,630			1,877,260
Less: accumulated depreciation		(689,257	)		(480,820	)
Foreign exchange adjustment		73,997			178,544
Total	$	1,478,370		$	1,574,984

	●	Depreciation Expense:

	○	Three months ended March 31, 2026 and 2025: $58,935 and $56,972, respectively.

	○	Nine months ended March 31, 2026 and 2025: $170,611 and $194,347, respectively.

	●	Impairment:

	○	Three months ended March 31, 2026 and 2025: $0 and $137,632, respectively.

	○	Nine months ended March 31, 2026 and 2025: $0 and 137,632, respectively.

NOTE 9 –INTANGIBLE ASSETS

SCHEDULE OF INTANGIBLE ASSETS

	March 31, 2026		June 30, 2025

Catalytic Biofraction Process	$	30,192,771	$	30,192,771
License for the Catalytic Biofraction Process		3,472,840		3,311,000
Total	$	33,665,611	$	33,503,771

The intangible assets comprise (i) intellectual property in the form of proprietary trade secrets (“IP”) with a value of $30,192,771 known as “Catalytic Biofraction Process”, whereby, the Company’s subsidiary VRAP is the beneficial and/or registered proprietor pursuant to an Intellectual Property Transfer Agreement dated October 15, 2025 between BRL and VRAP and (ii) an exclusive license for the Catalytic Biofraction Process assigned to Verde Malaysia by VRAP for the operation of the IP in the state of Sabah, Malaysia of MYR 14,000,000 ($3,472,840).

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

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

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As of June 30, 2025, the Company performed a qualitative assessment, during the fourth quarter of 2025, to determine whether it was more likely than not that the carrying amounts of its intangible assets were impaired. This assessment considered a number of qualitative factors, including but not limited to:

	●	Macroeconomic conditions,

	●	Industry and market trends,

	●	Cost factors,

	●	Overall financial performance of the asset,

	●	Legal and regulatory environment, and

	●	Relevant internal reporting and management’s plans.

Based on this qualitative assessment, management did not identify any events or changes in circumstances that would indicate that the carrying amounts of the Company’s intangible assets are not recoverable. The qualitative impairment assessment of the indefinite intangible assets conducted in June 2025 indicated that the fair value of such assets exceeded their carrying value and therefore were not at risk of impairment. Accordingly, no quantitative impairment test was deemed necessary, and no impairment losses were recognized for the year ended June 30, 2025. The management evaluated the situation for the nine months ended March 31, 2026, and determined that no significant changes had occurred. Accordingly, it is concluded that no impairment is required.

NOTE 10 – ASSETS HELD FOR SALE

At March 31, 2026, and June 30, 2025, assets held for sale are as follows:

SCHEDULE OF ASSETS HELD FOR SALE

	March 31, 2026			June 30, 2025

Motor vehicles	$	9,866		$	9,866
Less: impairment		(5,866	)		(5,866	)
Total	$	4,000		$	4,000

On June 27, 2024, the Company, through its wholly-owned subsidiary Verde Renewables, a company incorporated under the laws of the State of Missouri, entered into a Consignment Contract with ED’s Machinery LLC (“EDM”) to dispose plant and machinery and motor vehicles with a carrying amount of $606,043. The disposal was pending completion as at June 30, 2024, and thus the assets had been presented separately in the balance sheets as assets held for sale. The disposal of assets with carrying values totaling $596,176 was completed as of June 30, 2025. The remaining asset comprises a vehicle that will be sold for its parts, and accordingly, an impairment of $0 and $5,866 were recognized during the financial period/year ended March 31, 2026 and June 30, 2025.

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NOTE 11 – DEPOSIT PAID

At March 31, 2026, and June 30, 2025, security deposit consists of the following:

SCHEDULE OF SECURITY DEPOSIT

March 31,

2026

June 30,

2025

Security deposit

- Factory site

80,000

On March 2, 2022, the Company, through VRAP, entered into a Commercial Lease Agreement and Option to Purchase (“Segama Lease Agreement”) the factory site from Segama Ventures for a lease term of seven (7) years (“Lease Term”) at a monthly rental of MYR 36,000 ($8,571). The rental for the entire Lease Term amounting to the sum of MYR 3,024,000 ($720,000) (the “Lease Payment”) was paid in advance upon commencement of the Segama Lease Agreement together with a payment of security deposit for the sum of MYR 336,000 ($80,000) (the “Security Payment”).

NOTE 12 – AMOUNTS DUE TO/FROM RELATED PARTIES (INCLUDING CHAIRMAN AND CHIEF EXECUTIVE OFFICER)

The following breakdown of the balances due to/from related parties and director, consisted of:

	March 31, 2026		June 30, 2025

Amount due to related parties
Borneo Oil Corporation Sdn (“BOC”) ^(#2)	$	72,818	$	72,869
Borneo Oil Berhad (“BOB”) ^(#1)		3,007		3,007
Taipan International Limited ^(#3)		119,153		119,153
Borneo Energy Sdn Bhd ^(#1)		16,298		16,356
Victoria Capital Sdn Bhd ^(#4)		6,202		5,913
Makin Teguh Sdn Bhd ^(#1)		-		19,379
J. Ambrose & Partners ^(#5)		64,981		75,904
SB Resorts Sdn Bhd ^(#2)		6,946		6,622
SB Supplies & Logistics Sdn Bhd ^(#1)		4,837		4,612
Borneo Eco Food Sdn. Bhd ^(#1)		1,215		1,159
Amount due to related parties	$	295,457	$	324,974

Amount due from a related party
Vetrolysis Limited ^(#6)	$	-	$	100
Amount due from a related party	$	-	$	100

Amount due to director
Mr. Jack Wong ^(#7)	$	3,033	$	209,640
Amount due to director	$	3,033	$	209,640

^(#1)

BOB is the ultimate holding company of Borneo Eco Food Sdn. Bhd., Borneo Energy Sdn. Bhd. and SB Supplies & Logistic Sdn. Bhd. and held 12.95% of the Company’s issued and outstanding common stock as of March 31, 2026. Makin Teguh Sdn Bhd is an associate of BOB. The advances are related to ordinary business transactions and bear no interest or collateral and are repayable on demand. On March 26, 2026, Makin Teguh Sdn Bhd entered into a debt release agreement with the Company, pursuant to which all outstanding obligations owed by the Company in the amount of $19,379 were fully extinguished.

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^(#2)

SB Resorts Sdn. Bhd. and BOC are wholly owned subsidiaries of BOB (holding 12.95% of the Company’s issued and outstanding common stock as of March 31, 2026). The advances are related to ordinary business transactions and bear no interest or collateral, repayable and renewable under normal business advancement terms.

^(#3)

Taipan International Limited is one of the shareholders of the Company and held 7.74% of the Company’s issued and outstanding common stock as of March 31, 2026. The advances are related to ordinary business transactions and bear no interest or collateral and are repayable on demand.

^(#4)

Victoria Capital Sdn. Bhd. is one of the shareholders of the Company and held 0.2% of the Company’s issued and outstanding common stock as of March 31, 2026. The advances are related to ordinary business transactions and bear no interest or collateral and are repayable on demand.

^(#5)

J. Ambrose & Partners is controlled by J Ambrose who is one of the shareholders of the Company, and he held 1.535% of the Company’s issued and outstanding common stock as of March 31, 2026. Ambrose is also the managing director and a substantial shareholder of BOB. The advances are related to ordinary business transactions and bear no interest or collateral and are repayable on demand. On March 26, 2026, J. Ambrose & Partners entered into a debt release agreement with the Company, pursuant to which $11,219 owed by the Company was fully extinguished.

^(#6)

Encik Anuar bin Ismail, an indirect significant shareholder, is a director of Vetrolysis Limited.

^(#7)

This amount represent expenses incurred and paid by Jack Wong on behalf of the Company. The balance as of June 30, 2025 represented the remaining balance of the special bonus of $1.25 million to the Company’s Chairman and Chief Executive Officer Jack Wong, approved by the Board of the Company on December 9, 2024. On December 10, 2024, Mr. Wong entered into a Sale and Purchase Agreement to purchase the property located at 1138 Wildhorse Parkway Drive, Chesterfield, Missouri 63005 owned by Verde Renewables, for a current market value of $857,500. The Board also approved the option for this amount to be repaid through monthly installments deducted from the bonus over 26 pay cycles starting from January 2025. This transaction was structured as a sale and purchase agreement between the Company and Mr. Wong, with no cash exchange involved. The remaining balance of the bonus was allocated to cover any taxes associated with the bonus on behalf of Mr. Wong and was fully settled as of March 31, 2026.

NOTE 13 - LEASES

The Company adopted ASU No. 2016-02, Leases and determines whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if we obtain the rights to direct the use of and to obtain substantially all of the economic benefit from the use of the underlying asset. Some of our leases include both lease and non-lease components which are accounted for as a single lease component as the Company has elected the practical expedient. Some of the operating lease agreements include variable lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related to inflation. Substantially all of our equipment leases and some of our real estate leases have terms of less than one year and, as such, are accounted for as short-term leases as we have elected the practical expedient.

Operating leases are included in the right-of-use lease assets, other current liabilities and long-term lease liabilities on the unaudited condensed consolidated balance sheet. Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present values of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, the incremental borrowing rate is used based on information available at the lease’s commencement date to determine the present value of its lease payments. Operating lease payments are recognized on a straight-line basis over the lease term.

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The table below presents the lease-related assets and liabilities recorded on the balance sheet.

	March 31, 2026			June 30, 2025

Assets
Right-of-use asset ⁽¹⁾	$	720,000		$	720,000
Right-of-use asset ⁽²⁾		162,335			162,092
Total RoU assets		882,335			882,092
Less: Accumulated amortization		(475,266	)		(363,717	)
Operating lease right of use assets	$	407,069		$	518,375

Liabilities
Current:
Operating lease liabilities	$	40,877		$	38,311
Operating lease liabilities - Current	$	40,877		$	38,311

Non-current:
Operating lease liabilities		60,658			91,639
Operating lease liabilities - Non-current		60,658			91,639

Total lease liabilities	$	101,535		$	129,950

●

Leases:

	○	Right-of-use assets and lease liabilities:

	■	As of March 31, 2026: $407,069 and $101,535, respectively.

	■	As of June 30, 2025: $518,375 and $129,950, respectively.

	○	Amortization of right-of-use assets:

	■	Three months ended March 31, 2026 and 2025: $37,193 and $34,962, respectively.

	■	Nine months ended March 31, 2026 and 2025: $111,549 and $98,270, respectively.

●

Lease Arrangements:

	○	⁽¹⁾The lease of the Segama factory has total contractual lease payments of $720,000 over a 7seven-year term, commencing March 2, 2022. There are no corresponding lease liabilities recorded, as the lease payments for the entire lease period have been paid upfront upon inception of the agreement.

	○	⁽²⁾The Company, through its wholly owned subsidiary VRI, has entered into various motor vehicle lease arrangements with terms ranging from three to four years, expiring at various dates through 2029. Certain lease arrangements include purchase options at agreed-upon prices as specified in the respective agreements. The Company’s lease agreements do not contain any material restrictive covenants.

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The table below presents the information related to weighted average discount rate and the remaining lease term (years) of the operating leases.

	March 31, 2026			June 30, 2025
Operating leases
Weighted average discount rate		9.08	%		9.00	%
Weighted average remaining lease term (years)		2.35			3.10

Accretion of Lease Liability:

	●	Three and nine months ended March 31, 2026: $2,424 and $7,904, respectively.

●

Three and nine months ended March 31, 2025: $3,845 and $6,086, respectively.

The Company excludes short-term leases (those with lease terms of less than one year at inception) from the measurement of lease liabilities or right-of-use assets. The following tables summarize the lease expense for the periods.

SCHEDULE OF LEASE COSTS

	2026		2025
	Nine months ended March 31,
	2026		2025

Finance lease cost:
Interest on lease liabilities (per ASC 842)	$	-	$	5,368

Operating lease cost:
Operating lease expense (per ASC 842)		119,453		104,356

Total lease expense	$	119,453	$	109,724

Components of Lease Expense

The Company recognizes operating lease expense on a straight-line basis over the term of the operating leases, comprising interest expense determined using the effective interest method, and amortization of the right-of-use asset, as reported within “general and administrative” expense on the accompanying unaudited condensed consolidated statement of operations.

Finance lease expense comprises of interest expenses determined using the effective interest method.

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Future Contractual Lease Payments as of March 31, 2026

The below table summarizes (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present value of future lease payments for the next three years and thereafter ending March 31:

Years ending March 31,	Operating lease amount
2026	$	48,442
2027		43,072
2028		22,487

Total minimum lease liabilities payment		114,001
Less: imputed interest		(12,466	)
Present value of lease liabilities	$	101,535

Representing:
Current liabilities	$	40,877
Non-current liabilities		60,658
Present value of lease liabilities	$	101,535

NOTE 14 – WARRANTS

On October 31, 2025, the Company entered into a securities purchase agreement (the “Ergon Purchase Agreement”) with Ergon, pursuant to which Ergon purchased a total of 24,943,876 shares (the “Ergon Shares”) of the Company’s common stock and a warrant (the “Warrant”) to purchase 24,943,876 shares of common stock (the “Warrant Shares”), at a combined purchase price of $0.08018 per share (the “Offering Price”), which represents a five percent (5%) discount to the volume-weighted average price of the Company’s common stock for the thirty (30) trading days immediately preceding the closing of the offering of the Ergon Shares and Warrant by the Company to Ergon (the “Offering”). No warrants have been exercised from the date of issuance through March 31, 2026.

The unregistered Warrant is exercisable beginning on October 31, 2025 and expires on October 31, 2030, and was issued in certificated form. The exercise price of $0.08018 per share and number of Warrant Shares issuable upon exercise are subject to customary adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the common stock, but are not subject to price-based anti-dilution protection.

The Warrant is exercisable in whole or in part for cash, except that if, at the time the holder exercises the Warrant, a registration statement registering the resale of the Warrant Shares under the Securities Act of 1933, as amended (the “Securities Act”), is not then effective or available for the issuance of such Warrant Shares, then in lieu of making the cash exercise payment, the holder may elect to exercise the Warrant on a “cashless” basis and receive a net number of Warrant Shares determined according to a formula set forth in the common stock Purchase Warrant.

The Company evaluated the Warrant in accordance with ASC 815-40 and determined that they are indexed to the Company’s own stock and meet the criteria for equity classification. Accordingly, the Warrant was recorded in additional paid-in capital at their issuance-date fair value and are not subsequently remeasured.

The Warrant was issued in connection with common stock and the proceeds were allocated between the warrant and the related financial instrument based on their relative fair values within additional paid-in capital.

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NOTE 15 - STOCKHOLDERS’ EQUITY

Authorized Stock

The Company has authorized 10,000,000,000 shares of common stock and 50,000,000 shares of preferred stock, both with a par value of 0.001 per share. Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Preferred stock outstanding

There are no shares of preferred stock outstanding as of March 31, 2026, and June 30, 2025.

Ergon Private Placement

On October 31, 2025, the Company entered into a securities purchase agreement (the “Ergon Purchase Agreement”) with Ergon, pursuant to which Ergon purchased a total of 24,943,876 unregistered shares (the “Ergon Shares”) of the Company’s common stock and an unregistered warrant (the “Warrant”) to purchase 24,943,876 shares of common stock (the “Warrant Shares”), at a combined purchase price of $0.08018 per share (the “Offering Price”), which represents a five percent (5%) discount to the volume-weighted average price of the Company’s common stock for the thirty (30) trading days immediately preceding the closing of the offering of the Ergon Shares and Warrant by the Company to Ergon (the “Offering”).

The Company received gross proceeds of $2 million from the Offering, excluding proceeds, if any, from the exercise of the Warrant. The Company intends to use the proceeds of the Offering for working capital and general corporate purposes.

Under the terms of the Ergon Purchase Agreement, Ergon is prohibited from selling any shares of common stock acquired in the Offering without the Company’s prior written consent until 180 days (the “Standstill Period”) after the closing of a firm commitment public offering of the common stock and concurrent uplisting to a national market exchange by the Company (the “Uplist”); provided that if the Uplist has not occurred by September 30, 2026, the prohibition on sales will terminate. The Ergon Purchase Agreement additionally grants Ergon (i) the right to appoint a non-voting observer to the Company’s board of directors for so long as Ergon holds one third (1/3) of the shares of common stock acquired in the Offering and so long as the Ergon License has not expired or been terminated in accordance with its terms, (ii) certain “piggyback” registration rights, whereby, subject to certain exceptions, following the Standstill Period, if the Company files a registration statement for the public offer and sale of its securities, Ergon has the right to have the Ergon Shares and Warrant Shares included in such registration statement for public resale, and (iii) subject to customary exemptions, a three (3) year right of participation in any issuance by the Company of common stock or common stock Equivalents (as defined in the Ergon Purchase Agreement) in a Company financing transaction, whereby Ergon has the right to participate in such transaction up to its then-current percentage holdings of the outstanding common stock as determined by dividing the number of shares of common stock then held by Ergon by the number of shares of common stock then outstanding.

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The Warrant was evaluated in accordance with applicable accounting guidance and was determined to be equity classified. Accordingly, the fair value of the Warrant was recorded in APIC.

Common stock outstanding

As of June 30, 2025, the Company had received proceeds and entered into binding subscription agreements for 7,744,445 shares, that were issued shortly after year-end due to administrative timing. The Company had no remaining substantive performance obligations, and the investors were irrevocably committed to the transactions as of the balance sheet date, with no conditions precedent remaining. These 7,744,445 shares as of June 30, 2025 were subsequently issued in July 2025.

Share based awards represent unregistered securities and are subject to resale restrictions under Rule 144 of the Securities Act of 1933, as amended.

Stock cancellations and re-issuances

●

On September 8, 2023, the Company, through VRI, entered into a Service and Stock Cancellation Agreement with EMGTA LLC to cancel the Service Agreement dated December 1, 2022, including the cancellation of 375,000 shares of common stock that were issued at $0.20 per share on December 31, 2022 totaling $75,000 as consideration for certain services. As of the date of this Quarterly Report, the cancellation is still in process.

Stock issued and stock cancelled to shareholders

	●	On July 24, 2024, the Company issued 3,194,443 shares of common stock for $287,500 at $0.09 per share to four U.S. shareholders and 6,005,000 shares of common stock for $600,500 at $0.10 per share to twenty U.S. shareholders and one non-U.S. shareholder.

	●	On August 9, 2024, the Company issued 888,888 shares of common stock for $80,000 at $0.09 per share to one U.S. shareholder and 11,840,000 shares of common stock for $1,184,000 at $0.10 per share to twenty-three U.S. shareholders and one non-U.S. shareholder.

	●	On August 26, 2024, the Company issued 722,221 shares of common stock for $65,000 at $0.09 per share to three U.S. shareholders, 3,990,000 shares of common stock for $399,000 at $0.10 per share to six U.S. shareholders and two non U.S. shareholders.

	●	On September 16, 2024, the Company issued 222,222 shares of common stock for $20,000 at $0.09 per share to one U.S. shareholder and 350,000 shares of common stock for $35,000 at $0.10 per share to two U.S. shareholders.

	●	On October 16, 2024, the Company issued 800,000 shares of common stock for $80,000 at $0.10 per share to three U.S. shareholders.

	●	On November 27, 2024, the Company cancelled 450,000 shares of common stock that were previously issued to two U.S. shareholders.

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	●	On January 2, 2025, the Company issued a total of 3,277,775 shares of common stock, comprising 2,500,000 shares of common stock for $250,000 at $0.10 per share to seven U.S. shareholders and 777,775 shares of common stock for $70,000 at $0.09 per share to six U.S. shareholders.

	●	On January 6, 2025, the Company cancelled 200,000 shares of common stock that were previously issued to two U.S. shareholders.

	●	On February 18, 2025, the Company issued a total of 3,905,555 shares of common stock, comprising 3,000,000 shares of common stock for $300,000 at $0.10 per share to one non-U.S. shareholder, 850,000 shares of common stock for $85,000 at $0.10 per share to seven U.S. shareholders and 55,555 shares of common stock for $5,000 at $0.09 per share to one U.S. shareholder.

	●	On April 22, 2025, the Company cancelled 150,000 shares of common stock that were previously issued to one U.S. shareholder.

	●	On May 20, 2025, the Company issued 249,999 shares of common stock for $24,999.90 at $0.10 per share to one U.S. shareholder and one non-U.S. shareholder.

	●	On July 1, 2025, the Company issued a total of 7,744,445 shares of common stock which were committed to be issued as of June 30, 2025, comprising 4,444,445 shares of common stock for $400,000 at $0.09 per share to one non-U.S. shareholder and 3,300,000 shares of common stock for $264,000 at $0.08 per share to one non-U.S. shareholder and seven U.S. shareholders.

	●	On July 28, 2025, the Company issued a total of 187,500 shares of common stock for $15,000 at $0.08 per share to one U.S. shareholder.

	●	On September 12, 2025, the Company issued a total of 5,412,500 shares of common stock for $433,000 at a price of $0.08 per share to three non-U.S. shareholders.

Stock issued to nonemployees and employees

	●	On July 31, 2024, the Company issued 1,000,000 shares of the Company’s common stock to each of Dr. Nam Tran and Dr. Raymond Powell. See Note 21 Shares Issued to Nonemployees and Employees, National Implementation Expert Agreements.

	●	On August 8, 2024, the Company issued 700,000 shares of the Company’s common stock to Dale Ludwig. See Note 21 Shares Issued to Nonemployees and Employees, Ludwig Agreement.

	●	On August 30, 2024, the Company issued 1,350,000 shares of the Company’s common stock to Jeremy P. Concanon. See Note 21 Shares Issued to Nonemployees and Employees, Jeremy P. Concannon – Chief Growth Officer

	●	On August 30, 2024, the Company issued 670,000 shares of the Company’s common stock to Eric Bava. See Note 21 Shares Issued to Nonemployees and Employees, Eric Bava-Chief Operating Officer.

	●	On January 2, 2025, the Company issued 4,656,550 shares of the Company’s common stock to Aegis Ventures Limited. See Note 21 Shares Issued to Nonemployees and Employees, AUM Capital Markets Advisory Agreement.

	●	On January 3, 2025, the Company issued 50,000 shares of the Company’s common stock to Hannah Bruehl. See Note 21 Shares Issued to Nonemployees and Employees, Hannah Bruehl-Chief of Staff.

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	●	On June 1, 2025, the Company issued 1,500,000 shares of the Company’s common stock to Sundeo Pty Ltd, an affiliate designated by C-Twelve. See Note 21 Shares Issued to Nonemployees and Employees, C-Twelve Joint Development and License Agreement.

	●	On June 1, 2025, the Company issued 350,000 shares of the Company’s common stock to Karl Strahl. See Note 21 Shares Issued to Nonemployees and Employees, Karl Strahl – Director.

	●	On July 1, 2025, the Company issued 1,000,000 shares of the Company’s common stock to Dr. Raymond Powell. See Note 21 Shares Issued to Nonemployees and Employees, National Implementation Expert Agreements.

	●	On January 5, 2026, the Company issued 1,727,115 shares of the Company’s common stock to Dr. Nam Tran. See Note 21 Shares Issued to Nonemployees and Employees, National Implementation Expert Agreements.

	●	On January 5, 2026, the Company issued 1,727,115 shares of the Company’s common stock to Dale Ludwig. See Note 21 Shares Issued to Nonemployees and Employees, Ludwig Agreement.

	●	On January 5, 2026, the Company issued 1,036,269 shares of the Company’s common stock to Eric Bava. See Note 21 Shares Issued to Nonemployees and Employees, Eric Bava-Chief Operating Officer.

	●	On January 5, 2026, the Company issued 86,355 shares of the Company’s common stock to Hannah Bruehl. See Note 21 Shares Issued to Nonemployees and Employees, Hannah Bruehl-Chief of Staff.

	●	On February 19, 2026, the Company issued 3,975,155 shares of the Company’s common stock to Technologies Apex, LLC. See Note 21 Shares Issued to Nonemployees and Employees, Apex Agreement.

	●	On February 19, 2026, the Company issued 165,631 shares of the Company’s common stock to Christopher David Poorman. See Note 21 Shares Issued to Nonemployees and Employees, Poorman Agreement.

Debt settled in shares

●

On August 16, 2024, the Company issued 9,655,542 shares of the Company’s common stock at the price of $0.07 per share to Borneo Oil Berhad in relation to the Settlement of Debts Agreement (the “SDA Agreement”) and a two-year term period promissory note entered into with its former indirect wholly-owned subsidiary Champmark Sdn Bhd (“CSB”) and CSB’s creditor Borneo Oil Corporation Sdn Bhd (the “Creditor”) to settle in full a total of $675,888 of CSB’s account payable. On March 13, 2023, the Company and CSB entered into an SDA Agreement and a two-year term period promissory note with the Creditor to settle in full a total of $675,888 of CSB’s account payable to the Creditor either in cash or by the issuance of new shares of the Company’s common stock at a price of $0.07 per share. As set out in the SDA Agreement, the new shares for settlement of the account payable to the Creditor shall be issued to the Creditor or its nominee. On August 16, 2024, the Company entered into a Supplementary Agreement to the SDA Agreement and promissory note with the Creditor to convert the total amount of $675,888 into 9,655,542 shares of the Company’s common stock.

Not considering the commitment to cancel shares as above, there were 1,302,942,407 shares of common stock issued and outstanding at March 31, 2026 and 1,262,680,891 shares of common stock issued and outstanding at June 30, 2025 (including 7,744,445 shares which were issued for private placement subsequent to financial year end).

Apart from the common stock, which was issued as disclosed in Note 21, the Company has no stock option plan, warrants, or other dilutive securities as at March 31, 2026. As of March 31, 2026, the Company had committed to issue common stock with an aggregate value of $264,750 to nonemployees. In addition, the Company had committed to issue 1,350,000 shares of common stock for each of the second and third tranches to an employee, as disclosed in Note 22 (b).

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NOTE 16 - NET LOSS PER SHARE

The following table sets forth the computation of basic and diluted net loss per share for the respective years:

SCHEDULE OF NET LOSS PER SHARE

	2026			2025			2026			2025
	Three Months ended March 31,						Nine months ended March 31,
	2026			2025			2026			2025
				(revised)
Net loss	$	(513,069	)	$	(1,146,380	)	$	(2,366,700	)	$	(3,485,994	)
Less: Net loss attributable to non-controlling interest		9			9			2,709			36
Net loss attributable to Verde Resources, Inc. shareholders	$	(513,060	)	$	(1,146,371	)	$	(2,363,991	)	$	(3,485,958	)

Weighted average common stock outstanding, basic and diluted (revised)		1,300,484,563			1,250,825,325			1,283,714,014			1,238,271,472

Net loss per share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

For the three and nine months ended March 31, 2026, diluted weighted-average shares of common stock outstanding is equal to basic weighted-average shares of common stock, due to the Company’s net loss position. Hence, no common stock equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive.

The Company has evaluated its share-based awards and confirmed that all shares are fully vested and nonforfeitable during the period and are included in the weighted-average shares of common stock outstanding.

NOTE 17 - INCOME TAX

For the nine months ended March 31, 2026 and 2025, the local (US) and foreign components of loss before income taxes consisted of the following:

	2026			2025
	Nine months ended March 31,
	2026			2025
Tax jurisdiction from:
- Local (US regime)	$	(2,384,348	)	$	(3,424,317	)
- Foreign, including
British Virgin Islands		204,556			237,051
Malaysia		(207,511	)		(296,259	)
Labuan, Malaysia		20,603			(2,469	)
Tax jurisdiction foreign		20,603			(2,469	)

Loss before income taxes	$	(2,366,700	)	$	(3,485,994	)

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The provision for income taxes consisted of the following:

SCHEDULE OF PROVISION FOR INCOME TAXES

	2026		2025
	Nine months ended March 31,
	2026		2025
Current tax:
- Local	$	-	$	-
- Foreign		-		-

Deferred tax
- Local		-		-
- Foreign		-		-

Income tax expense (benefit)	$	-	$	-

The effective tax rate in the periods presented reflects the impact of losses incurred across various tax jurisdictions, each with different applicable income tax rates.

The Company mainly operates in the United States and Malaysia and is subject to taxes in the jurisdictions in which they operate, as follows:

United States of America

The Company, VRI, VerdePlus and VLI are subject to the tax laws of United States of America. The U.S. corporate income tax rate is 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the periods presented.

The Company has provided for a full valuation allowance against the deferred tax assets of $2,403,068 on the expected future tax benefits from the net operating loss (“NOL”) carry forwards of $11,443,181 as the management believes it is more likely than not that these assets will not be realized in the future.

Net Operating Losses (NOLs) generated prior to January 1, 2018, are able to be carried forward up to twenty subsequent years. Any NOLs created for tax years subsequent to that may be carried forward indefinitely. However, any NOLs arising from tax years ending after December 31, 2020, can only be used to offset up to 80% of taxable income.

For the nine months ended March 31, 2026 and 2025, there was no operating income under the U.S. tax regime.

BVI

Under current BVI law, VRAP is not subject to tax on income.

Labuan

Under the current laws of the Labuan applicable to BRL, income derived from an intellectual property right is subject to tax under the Malaysian Income Tax Act 1967 (ITA) at 24% of its chargeable income. However, BRL is not subject to income tax, given that it was a net loss position during the current period presented. BRL was administratively dissolved by being struck off the registers of the Labuan Financial Services Authority on October 19, 2025.

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Malaysia

The Company’s subsidiaries, Verde Malaysia and Wision, are registered in Malaysia and are subject to the Malaysian corporate income tax at a standard income tax rate of 24% on chargeable income.

The operation in Malaysia incurred $1,079,271 of cumulative net operating losses as of March 31, 2026, which can be carried forward to offset future taxable income. The net operating losses are allowed to be carried forward up to a maximum of ten (10) years of assessments under the current tax legislation in Malaysia. The Company has provided for a full valuation allowance against the deferred tax assets of $259,025 on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

	2026			2025
	Nine months ended March 31,
	2026			2025

Loss before income taxes	$	(207,511	)	$	(296,259	)
Statutory income tax rate		24	%		24	%
Income tax expense at statutory rate		(49,803	)		(71,102	)
Non-deductible items		40,749			42,987
Tax losses unable to be carried forward		(4,945	)		593
Valuation allowance		13,999			27,522
Income tax expense	$	-		$	-

Singapore

The Company operates in Singapore through its wholly owned subsidiary, Verde Resources Asia Pacific Pte. Ltd. Income earned by the Singapore subsidiary is subject to the statutory corporate income tax rate of 17%.

The following table sets forth the significant components of the deferred tax assets of the Company:

SCHEDULE OF DEFERRED TAX ASSETS

	March 31, 2026			June 30, 2025

Deferred tax assets:
Net operating loss carryforwards, from
US tax regime	$	2,403,068		$	2,090,051
Malaysia tax regime		259,025			249,972
Net operating loss carryforwards		259,025			249,972
Less: valuation allowance		(2,662,093	)		(2,340,023	)
Deferred tax assets, net	$	-		$	-

The Company has recorded valuation allowances for certain tax attribute carry forwards and other deferred tax assets due to uncertainty that exists regarding future realizability. If in the future the Company believes that it is more likely than not that these deferred tax benefits will be realized, the majority of the valuation allowances will be reversed in the unaudited condensed consolidated statement of operations. The Company did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months.

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NOTE 18 - RELATED PARTY TRANSACTIONS

SCHEDULE OF RELATED PARTY TRANSACTIONS

	2026		2025
	Nine months ended
	March 31,
	2026		2025
Related party transactions:
Rental income:
Mr. Jack Wong ⁽¹⁾	$	-	$	30,000
SB Resorts Sdn Bhd ⁽²⁾	$	-	$	2,724
Rental income	$	-	$	2,724
Interest expense paid to:
BOC ⁽²⁾	$	-	$	1,738
Interest expense paid	$	-	$	1,738
Sale of property:
Mr. Jack Wong ⁽¹⁾	$	-	$	857,500
Sale of property	$	-	$	857,500
Creative and technical services fee paid to:
Mr. Teo Zye Keun ⁽³⁾	$	34,458	$	-
Forgiveness of debts by:
Makin Teguh Sdn Bhd ⁽²⁾	$	19,379	$	-
J. Ambrose & Partners ⁽²⁾	$	11,219	$	-
Forgiveness of debts	$	11,219	$	-
	$	-	$	-

Related party balances are disclosed in Note 12.

⁽¹⁾

Related Party Transaction – Property Sale:

	●	Jack Wong serves as Chief Executive Officer and Chairman of the Company and was elected to the Board of Directors effective March 30, 2024.

	●	The Company completed the sale of property located at 1138 Wildhorse Parkway Drive, Chesterfield, Missouri 63005, owned by VRI, for a current market value of $857,500 on December 19, 2024.

	●	A gain on disposal of $161,156 was recognized for the nine months ended March 31, 2025.

⁽²⁾

Related Party Ownership:

	●	SB Resorts Sdn Bhd and BOC are wholly owned subsidiaries of BOB.

	●	Makin Teguh Sdn Bhd is an associate of BOB

	●	BOB held approximately 12.95% of the Company’s issued and outstanding common stock as of March 31, 2026.

	●	J. Ambrose & Partners is controlled by J Ambrose who is one of the shareholders of the Company, and he held 1.535% of the Company’s issued and outstanding common stock as of March 31, 2026. Ambrose is also the managing director and a substantial shareholder of BOB.

⁽³⁾

Related Party – Director Relationship:

●

Teo Zye Keun is a Director of The Wision Project Sdn Bhd, a subsidiary of the Company.

Apart from the transactions and balances detailed elsewhere in these accompanying unaudited condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented

NOTE 19 - CONCENTRATIONS OF RISK

The Company is subject to concentrations of credit risk primarily from customers and vendors. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and accounts receivable. The Company performs ongoing credit evaluations of its customers and generally does not require collateral.

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Major Customers

For the nine months ended March 31, 2026 and 2025, there was one single customer in each period whose revenue exceeded 10% of the revenue.

SCHEDULE OF CONCENTRATION RISK

	USD		%			USD		%
	Revenue
	March 31, 2026					March 31, 2025
	USD		%			USD		%

Customer A	$	-	$	-	%		125,120	$	97	%
Customer B	$	460,000		99	%		-		-	%

Accounts Receivable Concentration

Accounts receivable concentrations from customers representing more than 10% of total accounts receivable were as follows:

	March 31, 2026		June 30, 2025
	Account Receivable
	March 31, 2026		June 30, 2025

Customer A	$	-	$	187,314
Customer B	$	460,000	$	-

Major Vendors

The Company relies on a limited number of vendors for certain materials and services used in its operations.

For the nine months ended March 31, 2026 and 2025, the Company had one vendor in each period, whose purchases accounted for more than 10% of total direct costs included in cost of revenue.

	USD		%			USD		%
	Direct Costs
	March 31, 2026					March 31, 2025
	USD		%			USD		%

Vendor A	$	-	$	-	%	$	8,800		18	%
Vendor B		296,000		99	%		-		-	%

Accounts Payable Concentration

Accounts payable concentrations from vendors representing more than 10% of total accounts payable were as follows:

	March 31, 2026		June 30, 2025
	Account Payable
	March 31, 2026		June 30, 2025

Vendor A	$	4,400	$	8,800

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Revenue by Geographic Location

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

	2026		2025		2026		2025
	Three Months ended March 31,				Nine months ended March 31,
	2026		2025		2026		2025

Malaysia	$	5	$	697	$	292	$	3,570
United States of America		460,000		-		466,661		125,120
Revenue	$	460,005	$	697	$	466,953	$	128,690

Geopolitical and Political Risk

The Company’s operations are primarily conducted in the United States and Malaysia, with intended expansion into Mexico and Canada. Accordingly, the political, economic, and legal environments in the United States, Mexico, Canada, and Malaysia, as well as general economic conditions in these regions, may influence the Company’s business, financial condition, and results of operations.

In addition, ongoing geopolitical developments, including the armed conflict involving Iran and military actions in the Middle East, the conflict between Russia and Ukraine, and broader global trade uncertainties, have increased volatility in global economic conditions. The Middle East conflict has involved direct military strikes, retaliatory actions, and disruptions to key global trade routes and energy infrastructure, contributing to fluctuations in energy prices, inflationary pressures, and supply chain disruptions.

The extent and duration of these geopolitical and economic uncertainties remain unpredictable, and any resulting adverse developments could have a material impact on the Company’s business, financial condition, and results of operations.

Exchange rate risk

The Company cannot guarantee that the current exchange rate will remain steady; therefore, there is a possibility that the Company could post the same amount of losses for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of MYR converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

NOTE 20 - PENSION COSTS

The Company is required to make contribution to their employees under a government-mandated defined contribution pension scheme for its eligible full-time employees in Malaysia. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wage level. During the nine months ended March 31, 2026, and 2025, $3,061 and $4,322 contributions were made accordingly.

NOTE 21 - SHARES ISSUED TO NONEMPLOYEE, EMPLOYEE AND DIRECTOR

The Company enters into consulting, employment, and advisory agreements pursuant to which compensation may be paid, in whole or in part, through the issuance of shares of the Company’s common stock.

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Share-based awards issued under these arrangements are generally structured as separate equity awards with distinct grant dates corresponding to final board approval. Shares are issued as fully vested and nonforfeitable upon grant; however, such awards are often granted in advance of the performance of the related services.

For certain arrangements, shares are awarded based on tranches covering varying service periods within the entire service agreement. Each tranche represents a separate share-based award with a distinct grant date. Shares issued under each tranche are fully vested and nonforfeitable upon grant; however, the awards are granted in advance of the related service periods. As such, if the requisite services are not completed, the Company may cancel the related shares and reverse any previously recognized share-based compensation expense associated with unperformed services.

Accordingly, although the shares are legally issued and fully vested upon grant, the Company recognizes the related share-based compensation expense over the requisite service period in accordance with ASC 718, as the services are performed.

These awards are evaluated based on their substantive terms and conditions to determine the appropriate accounting treatment under ASC 718.

Consulting and Advisory Agreements

Looi Pei See Agreement

On December 15, 2022, the Company entered into a services agreement with Looi Pei See (the “Looi Pei See Agreement”) to support the development of retail markets in Malaysia and Singapore.

Under the Looi Pei See Agreement, the Company issued 1,140,000 shares of the Company’s common stock on December 31, 2022. The shares had a grant-date fair value of $228,000, based on a closing stock price of $0.20 per share on December 31, 2022 (date of final board approval and grant date).

The shares were issued in advance of the service period from December 15, 2022 through December 14, 2025. Accordingly, the Company recognizes the related compensation expense over the three-year service period.

During the nine months ended March 31, 2026, the Company recognized $34,741 of consulting expense related to the Looi Pei See Agreement, which is included in selling, general and administrative expenses.

Fosnacht Agreement

On October 23, 2023, the Company, through VRI, entered into a services agreement (the “Fosnacht 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 Fosnacht Agreement.

Under the Fosnacht Agreement, the Company issued 1,000,000 shares of the Company’s common stock, on January 31, 2024. The shares had a grant-date fair value of $134,000, based on a closing stock price of $0.134 per share on January 31, 2024 (date of final board approval and grant date). The term of the Fosnacht Agreement expired on December 31, 2025.

The shares were issued in advance of the service period through December 31, 2025, and compensation expense is recognized over the service period.

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During the nine months ended March 31, 2026, the Company recognized $30,782 of consulting expense related to the Fosnacht Agreement.

National Implementation Expert Agreements

On April 20, 2024 and as amended on June 29, 2024, the Company entered into two services agreements (the “NIE Agreements”) with Dr. Nam Tran and Dr. Raymond Powell to serve as National Implementation Experts for VRI, to initiate connections with esteemed asphalt contractors, identify potential partners, explore potential collaborations through their extensive networks in the asphalt industry and recommend strategies to capitalize on emerging opportunities as designated in the NIE Agreements.

Under the NIE Agreements, each consultant is entitled to receive 3,000,000 shares of common stock, to be granted in three separate tranches of 1,000,000 shares each corresponding to successive twelve-month service periods beginning May 1, 2024. The term of the NIE Agreements will remain effective until April 30, 2027, and both parties may renew their respective agreement, or enter into a new agreement as may be mutually agreed on terms to be separately negotiated.

The first tranche of 1,000,000 shares for each consultant was approved and issued on July 31, 2024 and had a grant-date fair value of $360,000 per consultant, based on a stock price of $0.36 per share on July 31, 2024 (date of final board approval and grant date).

As the second tranche of 1,000,000 shares to Dr. Raymond Powell were only approved and issued on July 1, 2025 (date of final board approval and grant date), the compensation expense for the service period for the two months ended June 30, 2025 was accrued for based on management’s best estimate of the fair value of the stock determined as the stock price as of grant date of $0.095 per share, for a total fair value of $95,000.

The Company agreed that as part of the compensation package in the addendum to the NIE Agreement with Nam Tran, dated December 27, 2025 the share issuance shall be based on a fixed dollar amount of $100,000 as set forth in the NIE Agreement, with the number of shares calculated based on the applicable share price at the time of issuance.

On January 5, 2026, the Company issued 1,727,115 shares of the Company’s common stock to Dr. Nam Tran, for the service period from May 1, 2025, and April 30, 2026, based on a stock price of $0.0579 per share on January 5, 2026 (date of final board approval and grant date).

During the nine months ended March 31, 2026, the Company recognized $146,384 of consulting expenses related to the NIE Agreements, which is included in selling, general and administrative expenses.

Ludwig Agreement

On June 1, 2024 and as amended June 29, 2024, the Company entered into a multi-year services agreement with Dale Ludwig (the “Ludwig Agreement”) to serve as a strategic advisor to maintain and build strong relationships with policymakers at both state and federal levels, collaborate with Missouri Department of Transportation, build relationships with 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.

The Ludwig Agreement provides for the issuance of 2,000,000 shares of common stock in three tranches (700,000, 700,000, and 600,000 shares), each representing separate awards corresponding to successive service periods, which begins 11 months from June 1, 2024 and 12 months from May 1, 2025, and May 1, 2026, respectively.

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The first tranche of 700,000 shares was approved and issued on August 8, 2024 and had a grant-date fair value of $210,000, based on a stock price of $0.30 per share on August 8, 2024 (date of final board approval and grant date).

The Company agreed that as part of the compensation package in the addendum to the Ludwig Agreement, dated December 27, 2025, the share issuance shall be based on a fixed dollar amount of $60,000 as set forth in the Ludwig Agreement, with the number of shares calculated based on the applicable share price at the time of issuance.

On January 5, 2026, the Company issued 1,727,115 shares of the Company’s common stock to Dale Ludwig for the service period from May 1, 2025 to May 1, 2026, based on a stock price of $0.0579 per share on January 5, 2026 (date of final board approval and grant date).

During the nine months ended March 31, 2026, the Company recognized $80,082 of consulting expense related to the Ludwig Agreement, which is included in selling, general and administrative expenses.

AUM Capital Markets Advisory Agreement

On November 29, 2024, the Company, through VRI entered into a consulting services agreement (the “AUM Agreement”) to engage AUM Media Inc (“AUM”), a Delaware corporation, to provide capital markets advisory, investor relations, and media relations services in connection with the Company’s planned equity financing and anticipated Nasdaq uplisting.

The AUM Agreement provides for:

	●	a monthly cash fee of $6,000, and

●

the issuance of 9,313,100 shares (0.75% of the Company’s outstanding shares as of November 29, 2024).

The shares are issuable in two tranches:

	●	4,656,550 shares upon execution of the agreement, and

●

4,656,550 shares upon Nasdaq listing.

On January 2, 2025, the Company issued the first tranche of 4,656,550 shares to Aegis Ventures Limited, as designated by AUM.

The 4,656,550 shares had a grant-date fair value of $745,048, based on a grant date of November 29, 2024 and closing stock price of $0.16 per share. The shares were issued in advance of the service period from January 1, 2025 through December 31, 2025, and compensation expense is recognized over the service period.

During the nine months ended March 31, 2026, the Company recognized $375,586 of consulting expense related to the AUM Agreement and is recorded to selling, general and administrative expenses.

Poorman Agreement

On January 2, 2026, the Company, through VRI, entered into a services agreement (the “Poorman Agreement”) with Christopher David Poorman to engage him as Logistic & Deployment Consultant to the Company and its affiliates, including operational strategy, scaling, process development, and safety, compliance, and risk management.

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Under the Poorman Agreement, the Company issued 165,631 shares of the Company’s common stock on February 19, 2026. The shares had a grant-date fair value of $8,000, based on a closing stock price of $0.0483 per share on February 19, 2026 (date of final board approval and grant date).

The shares were issued in advance of the service period from January 2, 2026 through December 31, 2026. Accordingly, the Company recognizes the related compensation expense over the service period.

During the nine months ended March 31, 2026, the Company recognized $1,956 of consulting expense related to the Poorman Agreement, which is included in selling, general and administrative expenses.

Apex Agreement

On January 2, 2026, the Company, through VRI, entered into a services agreement (the “Apex Agreement”) with Technologies Apex, LLC for business development and packaging strategy advisory services, including packaging optimization and design, marketing and branding, sales enablement, and related strategic support.

Under the Apex Agreement, the Company issued 3,975,155 shares of the Company’s common stock on February 19, 2026. The shares had a grant-date fair value of $192,000, based on a closing stock price of $0.0483 per share on February 19, 2026 (date of final board approval and grant date).

The shares were issued in advance of the service period from January 2, 2026 through January 1, 2027. Accordingly, the Company recognizes the related compensation expense over the two-year service period.

During the nine months ended March 31, 2026, the Company recognized $23,440 of consulting expense related to the Apex Agreement, which is included in selling, general and administrative expenses.

Michelle Yanez – Senior Advisor Capital Markets, Finance & SEC Compliance

On March 1, 2026, the Company, through VRI, entered into a services agreement (the “Yanez Agreement”) with Michelle Yanez to serve as a senior advisor to the Company on capital markets, finance, and SEC compliance matters, including advisory support in connection with a potential Nasdaq uplisting and related exchange requirements, monitoring of Nasdaq compliance and SEC reporting obligations, assistance with financial systems and internal controls, coordination with external auditors, and investor readiness support.

The Company agreed that 50% of the monthly salary will be paid in cash, with the remaining 50% to be settled in shares of the Company’s common stock. The equity portion is based on a fixed monthly value of $4,750, with the number of shares issued calculated based on the Company’s share price at the time of issuance, in accordance with the Yanez Agreement. The Yanez Agreement became effective on March 1, 2026 and continues on an ongoing basis.

During the nine months ended March 31, 2026, the Company recognized $9,500 of expense related to the Yanez Agreement, within selling, general and administrative expenses, including $4,750 of stock-based compensation expense associated with the equity-settled portion of the arrangement and $4,750 associated with the cash-settled portion of the consulting fees. As of the date of this Quarterly Report, the shares have not been issued yet.

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Employee and Director Share Compensation

Eric Bava – Chief Operating Officer

On October 1, 2023, the Company entered into an employment agreement with Eric Bava, (the “Bava Employment Agreement”, as amended) with the Company’s Chief Operating Officer. The Company agreed to issue 670,000 of the Company’s common stock annually to Eric Bava, upon completion of each full year of service under the Bava Employment Agreement, as amended. The term of the Bava Employment Agreement will remain effective until September 30, 2027.

On August 30, 2024, the Company approved and issued 670,000 shares with a grant-date fair value of $181,235, based on a closing stock price of $0.2705 per share on August 30, 2024 (date of final board approval and grant date). These shares were related to the service period from October 1, 2023 through September 30, 2024.

Pursuant to the addendum to the Bava Employment Agreement dated August 29, 2025, the grant-date fair value of the share-based compensation for the second year of service was established at $60,000. Prior to the establishment of the grant date, compensation expense was accrued based on management’s estimate of fair value in accordance with ASC 718-10-30-6. Accordingly, $44,877 was recognized over the requisite service period from October 1, 2024 through June 30, 2025.

On January 5, 2026, the Company issued 1,036,269 shares of the Company’s common stock to Eric Bava, for the service period from October 1, 2024 to September 30, 2025, based a stock price of $0.0579 per share on January 5, 2026 date of final board approval and grant date).

During the nine months ended March 31, 2026, the Company recognized $45,041 of compensation expense related to the Bava Employment Agreement, which includes accruals based on best estimate, and is recorded to selling, general and administrative expenses.

Jeremy P. Concannon – Chief Growth Officer

On July 31, 2024, VRI entered into a service agreement with Jeremy P. Concannon, the Company’s Chief Growth Officer of the Company, effective from August 1, 2024 (the “Concannon Services Agreement”).

Pursuant to the Concannon Services Agreement, as amended on September 27, 2024, the Company agreed to issue a total of 4,050,000 shares of the Company’s common stock to Jeremy P. Concannon over three tranches of 1,350,000 shares, with each tranche of shares to be issued as compensation for each service period beginning 12 months from August 1, 2024, and 2025, and for 14 months from August 1, 2026, to September 30, 2027, respectively. The term of the Concannon Service Agreement will remain effective until September 30, 2027, and both parties may renew the agreement, or enter into a new agreement as may be mutually agreed on terms to be separately negotiated.

The first tranche of 1,350,000 shares was approved and issued on August 30, 2024, with a grant-date fair value of $365,175, based on a closing stock price of $0.2705 per share on August 30, 2024 (date of final board approval and grant date).

During the nine months ended March 31, 2026, the Company recognized $79,368 of compensation expense related to the Concannon Services Agreement, which is recorded to selling, general and administrative expenses. The second tranche of 1,350,000 shares of common stock due to be issued to Mr. Concannon on August 31, 2025, has not been issued as of the date of this Quarterly Report.

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Hannah Bruehl – Chief of Staff

The Company agreed to issue 50,000 shares of common stock to Hannah Bruehl, Chief of Staff of the Company for the service period from September 3, 2024 to September 2, 2025, as part of the compensation package in the employment agreement signed on September 3, 2024 (the “Bruehl Agreement”).

The shares were approved and issued on January 3, 2025, and had a grant-date fair value of $9,280, based on a closing stock price of $0.1856 per share on January 3, 2025 (date of final board approval and grant date).

The Company agreed that as part of the compensation package in the addendum to the Bruehl Agreement, dated December 27, 2025, the share issuance shall be based on a fixed dollar amount of $5,000 as set forth in the Bruehl Agreement, with the number of shares calculated based on the applicable share price at the time of issuance.

On January 5, 2026, the Company issued 86,355 shares of the Company’s common stock to Hannah Bruehl for the service period from September 3, 2025 to September 2, 2026, based on a stock price of $0.0579 per share on January 5, 2026 (based on date of final board approval and grant date).

During the nine months ended March 31, 2026, the Company recognized $4,504 of compensation expense related to this award, which is recorded to selling, general and administrative expenses.

Karl Strahl – Director

On June 1, 2025, the Company approved and issued 350,000 shares of common stock to Karl Strahl pursuant to a director appointment agreement, dated May 1, 2025, by and between the Company and Karl Strahl, covering the service period May 1, 2025 through April 30, 2026.

The shares had a grant-date fair value of $33,110, based on a stock price of $0.0946 per share on January 3, 2025 (date of final board approval and grant date).

During the nine months ended March 31, 2026, the Company recognized $24,855 of director compensation expense related to this award, which is recorded as selling, general and administrative expenses.

License Agreement

C-Twelve Joint Development and License Agreement

On October 18, 2024, the Company entered into a binding term sheet with C-Twelve (the “C-Twelve Term Sheet”), pursuant to which C-Twelve agreed to grant the Company: (i) an exclusive license to utilize its proprietary binder and biochar asphalt mixed designs for the production and commercialization of asphalt surfacing-related products within the United States; and (ii) a first right of refusal to extend the exclusive licensing of the Licensed Technology (as defined in the C-Twelve Term Sheet) to other countries and territories, subject to terms and conditions to be mutually agreed.

The C-Twelve Term Sheet, originally set to expire on February 28, 2025, was subsequently extended to May 31, 2025. On May 19, 2025, the Company and C-Twelve entered into the C-Twelve Agreement, which formalized the licensing and collaboration terms contemplated by the C-Twelve Term Sheet.

In consideration for the rights granted under the C-Twelve Agreement, the Company agreed to issue 1,500,000 shares of the Company’s common stock to C-Twelve within thirty (30) business days following the effective date of the C-Twelve Agreement. On June 1, 2025, the Company approved and issued 1,500,000 shares to Sundeo Pty Ltd, an affiliate designated by C-Twelve.

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The shares had a grant-date fair value of $141,900, calculated based on the Company’s closing stock price of $0.0946 per share on June 1, 2025, which represents the date of final board approval and grant date.

The Company determined that the share issuance represents compensation for services and other performance obligations associated with the arrangement including licensing, development, and collaboration activities. Accordingly, the fair value of the shares is recognized as expense over the service period of May 19, 2025 through May 18, 2035, in accordance with ASC 718.

During the nine months ended March 31, 2026, the Company recognized $10,646 of licensing expense related to the C-Twelve Agreement, which was recorded in selling, general and administrative expenses.

Unrecognized Stock-Based Compensation

Although shares are generally issued as fully vested upon grant, certain awards are granted in advance of the performance of services. Accordingly, the Company has unrecognized stock-based compensation cost related to services to be rendered in future periods.

As of March 31, 2026 and June 30, 2025:

	●	Nonemployee awards: $328,433 and $581,338, respectively, of unrecognized compensation expense to be recognized over a weighted-average period of 3.51 years and 3.79 years, respectively.

	●	Employee and director awards: $4,845 and $60,219, respectively, of unrecognized compensation expense to be recognized over a weighted-average period of 0.27 years and 0.60

(1)		The lease of the Segama factory has total contractual lease payments of $720,000 over a seven-year term, commencing March 2, 2022. There are no corresponding lease liabilities recorded, as the lease payments for the entire lease period have been paid upfront upon inception of the agreement.
(2)		The Company, through its wholly owned subsidiary VRI, has entered into various motor vehicle lease arrangements with terms ranging from three to four years, expiring at various dates through 2029. Certain lease arrangements include purchase options at agreed-upon prices as specified in the respective agreements. The Company’s lease agreements do not contain any material restrictive covenants.

VERDE RESOURCES, INC. 10-Q