INCOME TAX

3 Months Ended

12 Months Ended

Sep. 30, 2025

Jun. 30, 2025

NOTE 15 - INCOME TAX

For the three months ended September 30, 2025 and 2024, the local (“United States of America”) and foreign components of (loss) profit before income taxes were comprised of the following:

	Three Months ended September 30,
	2025			2024

Tax jurisdiction from:
- Local (US regime)	$	(818,296	)	$	(227,398	)
- Foreign, including
British Virgin Island		(8,467	)		690,229
Malaysia		(92,834	)		(101,387	)
Labuan, Malaysia		42			(6,729	)

(Loss) Profit before income taxes	$	(919,555	)	$	354,715

The provision for income taxes consisted of the following:

	Three Months ended September 30,
	2025		2024

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 $2,182,433 on the expected future tax benefits from the net operating loss (“NOL”) carry forwards of $10,392,538 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 three months ended September 30, 2025 and 2024, 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. The losses are presently not able to be carried forward to offset against its future operation income as income-generating activities have not yet been undertaken.

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 $1,139,470 of cumulative net operating losses as of September 30, 2025, which can be carried forward to offset future taxable income. The net operating loss 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 $273,473 on the expected future tax benefits from the net operating loss (“NOL”) carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

	Three Months ended September 30,
	2025			2024

Loss before income taxes	$	(92,834	)	$	(101,387	)
Statutory income tax rate		24	%		24	%
Income tax expense at statutory rate		(22,280	)		(24,333	)
Non-deductible items		3,293			14,227
Tax losses unable to be carried forward		(10	)		1,615
Valuation allowance		18,997			8,491
Income tax expense	$	-		$	-

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

	September 30, 2025			June 30, 2025

Deferred tax assets:
Net operating loss carryforwards, from
US tax regime	$	2,182,433		$	2,090,051
Malaysia tax regime		273,473			249,972
Less: valuation allowance		(2,455,906	)		(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.

NOTE 17 - INCOME TAX

For the years ended June 30, 2025, and 2024, the local (“United States of America”) and foreign components of loss before income taxes were comprised of the following:

	Years ended June 30,
	2025			2024

Tax jurisdiction from:
- Local (US regime)	$	(4,845,138	)	$	(2,444,654	)
- Foreign, including
British Virgin Island		472,865			(160,538	)
Malaysia		(398,431	)		(578,231	)
Labuan, Malaysia		(12,309	)		(4,239	)

Loss before income taxes	$	(4,783,013	)	$	(3,187,662	)

The provision for income taxes consisted of the following:

	Years ended June 30,
	2025		2024

Current tax:	$	-	$	-
- Local		-		-
- Foreign		-		-

Deferred tax
- Local		-		-
- Foreign		-		-

Income tax expense (benefit)	$	-	$	-

The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company mainly operates in U.S.A. and Malaysia that is subject to taxes in the jurisdictions in which they operate, as follows:

United States of America

VRDR, VRI, VerdePlus and VLI are subject to the tax laws of United States of America. The U.S. corporate income tax rate is 21% effective January 1, 2018. The 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 $2,090,801 on the expected future tax benefits from the net operating loss (“NOL”) carry forwards of $9,956,196 as the management believes it is more likely than not that these assets will not be realized in the future.

For the years ended June 30, 2025, and 2024, there were no operating income under the applicable U.S. tax regime.

BVI

Under the 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. The losses are presently not able to be carried forward to offset against its future operation income as income generating activities have not yet been undertaken.

Malaysia

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

The operation in Malaysia incurred $1,041,549 of cumulative net operating losses as of June 30, 2025 which can be carried forward to offset future taxable income. The net operating loss 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 $249,972 on the expected future tax benefits from the net operating loss (“NOL”) carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

	Years ended June 30,
	2025			2024

Loss before income taxes	$	(398,431	)	$	(578,231	)
Statutory income tax rate		24	%		24	%
Income tax expense at statutory rate		(95,623	)		(138,775	)
Non-deductible items		50,953			47,265
Tax losses unable to be carried forward		2,954			1,017
Valuation allowance		41,716			90,493
Income tax expense	$	-		$	-

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

	As of June 30,
	2025			2024

Deferred tax assets:
Net operating loss carry forwards, from
US tax regime	$	2,090,051		$	1,439,384
Malaysia tax regime		249,972			205,026
Less: valuation allowance		(2,340,023	)		(1,644,410	)
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 consolidated statement of operations. The Company did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months.

- Definition

The entire disclosure for income tax.

+ References

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+ Details

VERDE RESOURCES, INC. S-1