What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-09-19 compared with 2024-09-23 · 365 added, 235 removed, 878 unchanged (41% of the section changed)

20 unchanged sentences

ITEM 9B – OTHER INFORMATION

On September 17, 2025, the Company and Lodestar Enterprise Sdn.

(“ Lodestar ”) entered into an Equity Purchase Agreement (“ Agreement ”) pursuant to which the Company, through its wholly-owned subsidiary, Trio-Tech International Pte.

Ltd (Singapore) (“ Trio-Tech Singapore ”) agreed to acquire from Lodestar the remaining 50% of the total share capital of Trio-Tech (Malaysia) Sdn.

owned by Lodestar and not already owned by Trio-Tech Singapore (the “ Acquisition ”).

The Acquisition is subject to conditions to closing, including approval of the Acquisition by the Ministry of Investment, Trade and Industry in Malaysia.

The purchase price for the Acquisition is RM14,200 payable in cash, or approximately $3,357 USD.

Upon consummation of the Acquisition, the Company will indirectly through Trio-Tech Singapore own 100% of the share capital of Trio-Tech Malaysia.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of each of the Agreement, a copy of which is filed hereto as Exhibit 10.6 and is incorporated by reference herein.

The Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, and such representations, warrants, and covenants were made to each other as of the date of the Agreement or other specific dates.

The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Agreement.

The Agreement is incorporated herewith to provide investors with information regarding its terms.

It is not intended to provide any other factual information about the parties to the Agreement.

In particular, the representations, warranties, covenants and agreements contained in the Agreement, which were made only for purposes of the Agreement and as of specific dates, were solely for the benefit of the parties to the Agreement, may be subject to limitations agreed upon by the contracting parties and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors, security holders and reports and documents filed with the Securities and Exchange Commission ( “ SEC ”) .

In addition, the representations, warranties, covenants and agreements and other terms of the Agreement may be subject to subsequent waiver or modification.

ITEM 9C – DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

4 unchanged sentences

The following financial statements, including notes thereto and the independent auditors' report with respect thereto, are filed as part of this Annual Report on Form 10‑K, starting on page 34 hereof:

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID 2136)

Consolidated Balance Sheets

14 unchanged sentences

Joint Venture Agreement between Trio-Tech SIP Co., Ltd and Suzhou Anchuang Technology Management LLP dated December 1, 2021 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed February 13, 2022)

Equity Transfer Agreement between Suzhou Anchuang Technology Management LLP and Trio-Tech (SIP) Co.

Equity Purchase Agreement between Trio-Tech international Pte Ltd and Lodestar Enterprise Sdn Bhd.

Subsidiaries*

13 unchanged sentences

** Indicates management contracts or compensatory plans or arrangements required to be filed as an exhibit to this report.

+Certain portions of this exhibit (indicated by “[***]”) have been omitted as the Company has determined (i) the omitted information is not material and (ii) the omitted information would likely cause harm to the Company if publicly disclosed.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

22 unchanged sentences

INDEX TO FINANCIAL STATEMENTS

Report of independent registered public accounting firm

Report of independent registered public account ing f irm (PCAOB ID 2136)

Consolidated Balance Sheets as of June 30, 2025 and 2024

Consolidated Statements of Operations and Comprehensive Income for the Years Ended June 30, 2024 and 2023

Consolidated Statements of Operations and Comprehensive Incom e for th e Years Ended June 30, 2025 and 2024

Consolidated Statements of Shareholders’ Equity for the Years Ended June 30, 2025 and 2024

37 unchanged sentences

Cash and cash equivalents

$ 10,890 $ 10,035

Short-term deposits

Trade accounts receivable, less allowance for expected credit losses of $ 35 and $ 209 , respectively

10,804 10,661

Other receivables

1 unchanged sentence

Prepaid expense and other current assets

Assets held for sale

Financed sales receivable

Restricted term deposits

Total current assets

31,581 32,182

NON-CURRENT ASSETS:

5 unchanged sentences

Total non-current assets

$ 41,068 $ 42,540

CURRENT LIABILITIES:

Lines of credit

Accounts payable

15 unchanged sentences

TOTAL LIABILITIES

$ 7,077 $ 10,962

TRIO-TECH INTERNATIONAL’S SHAREHOLDERS’ EQUITY:

1 unchanged sentence

4,312,805 and 4,250,305 shares issued outstanding as of June 30, 2025 and 2024, respectively

$ 13,490 $ 13,325

Paid-in capital

Accumulated retained earnings

12,037 11,813

Accumulated other comprehensive income-translation adjustments

Total Trio-Tech International shareholders’ equity

34,028 31,329

Non-controlling interest

$ 33,991 $ 31,578

TOTAL LIABILITIES AND EQUITY

$ 41,068 $ 42,540

See notes to consolidated financial statements.

3 unchanged sentences

For the Year Ended June 30,

Manufacturing

Testing services

Semiconductor Back-end Solutions

$ 24,682 $ 30,111

Industrial Electronics

11,756 12,176

36,473 42,312

Cost of Sales

Cost of manufactured products sold

Cost of testing services rendered

Cost of distribution

Cost of real estate

27,329 31,550

Operating Expense:

1 unchanged sentence

Research and development

Loss on disposal of property, plant and equipment

(Gain) / Loss on disposal of property, plant and equipment

Total operating expense

Income from Operations

Other (Expense) / Income

Interest expense

( 45 ) ( 77 )

Other (expense) / income, net

Government grant

Total other income

Total other (expense) / income

Income from Continuing Operations before Income Taxes

Income Tax Expense

( 168 ) ( 486 )

Income from Continuing Operations before Non-controlling Interest, Net of Tax

2 unchanged sentences

Net income attributable to non-controlling interest

Net Income Attributable to Trio-Tech International Common Shareholders

Net (Loss) / Income Attributable to Trio-Tech International Common Shareholders

$ ( 41 ) $ 1,050

Amounts Attributable to Trio-Tech International Common Shareholders:

Income from continuing operations, net of tax

(Loss) / income from continuing operations, net of tax

Loss from discontinued operations, net of tax

Net Income Attributable to Trio-Tech International Common Shareholders

Basic Earnings per Share:

Basic earnings per share from continuing operations attributable to Trio-Tech International

Net (Loss) / Income Attributable to Trio-Tech International Common Shareholders

$ ( 41 ) $ 1,050

Basic (Loss) / Earnings per Share:

Basic (loss) / earnings per share from continuing operations attributable to Trio-Tech International

$ ( 0.01 ) $ 0.25

Basic earnings per share from discontinued operations attributable to Trio-Tech International

Basic Earnings per Share from Net Income Attributable to Trio-Tech International

Diluted Earnings per Share:

Diluted earnings per share from continuing operations attributable to Trio-Tech International

Basic (Loss) / Earnings per Share from Net (Loss) / Income Attributable to Trio-Tech International

$ ( 0.01 ) $ 0.25

Diluted (Loss) / Earnings per Share:

Diluted (loss) / earnings per share from continuing operations attributable to Trio-Tech International

$ ( 0.01 ) $ 0.24

Diluted earnings per share from discontinued operations attributable to Trio-Tech International

Diluted Earnings per Share from Net Income Attributable to Trio-Tech International

Diluted (Loss) / Earnings per Share from Net (Loss) / Income Attributable to Trio-Tech International

$ ( 0.01 ) $ 0.24

Weighted average number of common shares outstanding

8 unchanged sentences

Foreign currency translation, net of tax

1,800 ( 106 )

Comprehensive Income

Comprehensive income attributable to non-controlling interest

Comprehensive (loss) / income attributable to non-controlling interest

Comprehensive Income Attributable to Trio-Tech International Common Shareholders

$ 1,821 $ 952

See notes to consolidated financial statements.

4 unchanged sentences

Balance at June 30, 2023

4,097 12,819 5,066 10,763 758 165 29,571

Stock option expense

- - 465 - - - 465

- - - 1,050 - 92 1,142

Exercise of stock option

153 506 - - - - 506

Translation adjustment

- - - - ( 98 ) ( 8 ) ( 106 )

Balance at June 30, 2024

4,250 13,325 5,531 11,813 660 249 31,578

Stock option expense

- - 448 - - - 448

Net (loss) / income

- - - ( 41 ) - 41 -

Acquisition of subsidiary without a change in control

- - - 265 - ( 265 ) -

Exercise of stock option

63 165 - - - - 165

Translation adjustment

- - - - 1,862 ( 62 ) 1,800

Balance at June 30, 2025

4,313 13,490 5,979 12,037 2,522 ( 37 ) 33,991

See accompanying notes to consolidated financial statements.

4 unchanged sentences

Adjustments to reconcile net income to net cash flow provided by operating activities

Unrealized foreign exchange loss

Depreciation and amortization

Loss on sale and write-off of property, plant and equipment

(Gain) / Loss on sale and write-off of property, plant and equipment

Stock compensation

Addition of provision for obsolete inventories

Reversal of obsolete inventories

Addition of provision for obsolete inventory, net

Payment of interest portion of finance lease

1 unchanged sentence

Accrued interest income, net accrued interest expense

(Addition) / Reversal of income tax provision

Assurance warranty recovery, net

Deferred tax (benefit) / expenses

( 30 ) ( 72 )

Addition of income tax provision

Assurance warranty utilisation, net

Deferred tax expenses / (benefit)

Repayment of operating lease

( 1,450 ) ( 1,415 )

Changes in operating assets and liabilities, net of acquisition effects

Trade accounts receivable

( 142 ) ( 838 )

Other receivables

( 11 ) ( 51 )

898 ( 1,046 )

Prepaid expenses and other current assets

Accounts payable and accrued expenses

( 1,881 ) 798

Contract liabilities

( 505 ) ( 523 )

Income taxes payable

( 320 ) ( 176 )

Other non-current liabilities

Net Cash Provided by Operating Activities

$ 371 $ 2,717

Cash Flow from Investing Activities

1 unchanged sentence

Investment in unrestricted term deposits

( 4,838 ) ( 4,627 )

Proceeds from disposal of assets for sale

1 unchanged sentence

Additions to property, plant and equipment

Net Cash Used in Investing Activities

( 967 ) ( 542 )

Net Cash Provided by / (Used in) Investing Activities

$ 167 ( 113 )

Cash Flow from Financing Activities

Payment on lines of credit

( 98 ) ( 961 )

Payment of bank loans

( 279 ) ( 475 )

Payment of principal portion of finance leases

( 59 ) ( 112 )

Proceeds from exercising stock options

Proceeds from lines of credit

Proceeds from bank loans

Net Cash Used in Financing Activities

$ ( 40 ) ( 90 )

Effect of Changes in Exchange Rate

1 unchanged sentence

Cash, Cash Equivalents, and Restricted Cash at Beginning of Period

12,556 10,038

Cash, Cash Equivalents, and Restricted Cash at End of Period

$ 13,641 $ 12,556

Supplementary Information of Cash Flows

1 unchanged sentence

Reconciliation of Cash, Cash Equivalents, and Restricted Cash

10,890 10,035

Restricted Term-Deposits in Current Assets

1 unchanged sentence

Total Cash, Cash Equivalents, and Restricted Cash Shown in Statements of Cash Flows

$ 13,641 $ 12,556

Restricted deposits represent the amount of cash pledged to secure loans payable or trade financing granted by financial institutions, serve as collateral for public utility agreements such as electricity and water, and performance bonds related to customs duty payable.

10 unchanged sentences

The Company also designs, develops, manufactures and markets a broad range of equipment and systems used in the manufacturing and testing of semiconductor devices and electronic components.

During the year ended June 30, 2024, TTI conducted business in four business segments:

Manufacturing, Testing, Distribution and Real Estate.

During the year ended June 30, 2025 , TTI conducted business in two business segments:

Semiconductor Back-End Solutions and Industrial Electronics.

TTI has subsidiaries in the U.S., Singapore, Malaysia, Thailand, Indonesia, and China as follows:

8 unchanged sentences

Trio-Tech International Pte.

100 % Singapore

Universal (Far East) Pte.

100 % Singapore

Trio-Tech International (Thailand) Co.

3 unchanged sentences

Trio-Tech (Malaysia) Sdn.

(55% owned by Trio-Tech International Pte.

55 % Penang and Selangor, Malaysia

Trio-Tech (Kuala Lumpur) Sdn.

Selangor, Malaysia

(100% owned by Trio-Tech Malaysia Sdn.

(55% owned by Trio-Tech International Pte.

Prestal Enterprise Sdn.

6 unchanged sentences

SHI International Pte.

55 % Singapore

(55% owned by Trio-Tech International Pte.

PT SHI Indonesia (Dormant)

(95% owned by SHI International Pte.

52 % Batam, Indonesia

(95% owned by SHI International Pte.

Trio-Tech (Tianjin) Co., Ltd.

4 unchanged sentences

* 100 % owned by Trio-Tech International Pte.

# Trio-Tech (Kuala Lumpur) Sdn.

has been gazetted and formally removed from the register following the completion of the strike-off process during the year ended June 30, 2025 .

On June 30, 2025, TTI, through its subsidiary Trio-Tech (SIP) Co., Ltd., a Suzhou, China limited liability company (“ Trio-Tech SIP ”) acquired 49 % of the equity interest of Trio-Tech (Jiangsu) Co.

Ltd., a Suzhou, China limited liability company (“ Trio-Tech Jiangsu ”) from Suzhou Anchuang Technology Management LLP (“ Anchuang ”), resulting in the acquisition of all the equity interest in Trio-Tech Jiangsu (the “ Equity Acquisition ”).

Prior to the Equity Acquisition, Trio-Tech SIP owned 51 % of the equity interest of Trio-Tech Jiangsu.

As result of the Equity Acquisition, Trio-Tech Jiangsu became a wholly-owned subsidiary of Trio-Tech SIP.

Trio-Tech SIP is a wholly-owned subsidiary of Trio-Tech International Pte Ltd, a Singapore limited liability company, which is a wholly-owned subsidiary of Trio-Tech International.

The consolidated financial statements are prepared in accordance with United States Generally Accepted Accounting Principles (“ U.S.

2 unchanged sentences

All dollar amounts in the consolidated financial statements and in the notes herein are presented in thousands of United States dollars ( US’000 ) unless otherwise designated.

Liquidity – The Company earned net income attributable to common shareholders of $ 1,050 during the year ended June 30, 2024 (“ Fiscal 2024 ”) and net income attributable to common shareholders of $ 1,544 during the year ended June 30, 2023 (“ Fiscal 2023 ”), respectively.

The Company’s core businesses, testing services, manufacturing and distribution, operate in a volatile industry, where average selling prices and product costs are influenced by competitive factors.

Liquidity – The Company made a net loss attributable to common shareholders of $ 41 during the year ended June 30, 2025 (“ Fiscal 2025 ”) and net income attributable to common shareholders of $ 1,050 during the year ended June 30, 2024 (“ Fiscal 2024 ”), respectively.

The Company’s core businesses, Semiconductor Back-end Solutions (“ SBS ”) and Industrial Electronics(“ IE ”), operate in a volatile industry, where average selling prices and product costs are influenced by competitive factors.

These factors create pressures on sales, costs, earnings and cash flows, which can impact liquidity.

23 unchanged sentences

and ( 5 ) recognizing revenue when the corresponding performance obligation is satisfied.

Revenue derived from Testing is recognized when testing services are rendered.

Revenue generated from sale of products in the Manufacturing and Distribution segments are recognized when persuasive evidence of an arrangement exists, delivery of the products has occurred, customer acceptance has been obtained (which means the control has been transferred to the customer), the price is fixed or determinable and collectability is reasonably assured.

Revenue derived from testing services in SBS and IE segment is recognized when services are rendered.

Revenue generated from sale of products for both SBS and IE segments are recognized when persuasive evidence of an arrangement exists, delivery of the products has occurred, customer acceptance has been obtained (which means the control has been transferred to the customer), the price is fixed or determinable and collectability is reasonably assured.

Certain customers can request for installation and training services to be performed for certain equipment sold in SBS and IE segment.

These services are mainly for helping customers with the test runs of the machines sold and are considered a separate performance obligation.

Such services can be provided by other entities as well, and these do not significantly modify the product.

The Company recognizes the revenue at the point in time when the Company has satisfied its performance obligations.

The Company enters into repair and maintenance service contracts for a fee over a specified duration.

4 unchanged sentences

This method accurately reflects the pattern of service delivery and the customer's receipt of benefits from the Company's performance.

Certain customers can request for installation and training services to be performed for certain products sold in the Manufacturing segment.

Certain customers can request for installation and training services to be performed for certain products sold.

These services are mainly for helping customers with the test runs of the machines sold and are considered a separate performance obligation.

1 unchanged sentence

The Company recognizes the revenue at a point in time when the Company has satisfied its performance obligation.

In the Real Estate segment:

(1) revenue from property development is earned and recognized on the earlier of the dates when the underlying property is sold or upon the maturity of the agreement;

if this amount is uncollectible, the agreement empowers the repossession of the property, and (2) rental revenue is recognized on a straight-line basis over the terms of the respective leases.

This means that, with respect to a particular lease, actual amounts billed in accordance with the lease during any given period may be higher or lower than the amount of rental revenue recognized for the period.

Straight-line rental revenue is commenced when the tenant assumes possession of the leased premises.

Accrued straight-line rents receivable represents the amount by which straight-line rental revenue exceeds rents currently billed in accordance with lease agreements.

GST / Indirect Taxes – The Company’s policy is to present taxes collected from customers and remitted to governmental authorities on a net basis.

7 unchanged sentences

Amounts are written off after considerable collection efforts have been made and the amounts are determined to be uncollectible.

Assurance Warranty Costs – The Company provides for the estimated costs that may be incurred under its warranty program at the time the sale is recorded in its Manufacturing segment.

Assurance Warranty Costs – The Company provides for the estimated costs that may be incurred under its warranty program at the time the sale is recorded in its products sales.

The Company estimates warranty costs based on the historical rates of warranty returns.

3 unchanged sentences

Restricted Term Deposits – The Company held certain term deposits in Singapore and Malaysia operations which were considered restricted, as they were held as security against certain facilities granted by the financial institutions.

Inventories – Inventories in the Company’s Manufacturing and Distribution segments, consisting principally of raw materials, works in progress, and finished goods, are stated at the lower of cost and net realizable value, using the first-in, first-out (“ FIFO ”) method.

Inventories – Inventories in the Company’s business , consisting principally of raw materials, works in progress, and finished goods, are stated at the lower of cost and net realizable value, using the first -in, first -out (“ FIFO ”) method.

The semiconductor industry is characterized by rapid technological change, short-term customer commitments and rapid fluctuations in demand.

11 unchanged sentences

Factors considered important that could result in an impairment review include significant underperformance relative to expected historical or projected future operating results, significant changes in the manner of use of the assets or the strategy for our business, significant negative industry or economic trends, and a significant decline in the stock price for a sustained period of time.

Impairment is recognized based on the difference between the fair value of the asset and its carrying value, and fair value is generally measured based on discounted cash flow analysis, if there is significant adverse change.

Impairment is recognized based on the difference between the fair value of the asset and its carrying value, and fair value is generally measured based on undiscounted cash flow analysis, if there is significant adverse change.

The Company applies the provisions of ASC Topic 360, Accounting for the Impairment or Disposal of Long-Lived Assets (“ ASC Topic 360 ”), to property, plant and equipment.

8 unchanged sentences

At each reporting period when there is a new lease initiated, the rates established for that quarter will be used.

All of the leases under which the Company is the lessor will continue to be classified as operating leases and sales-type lease under the new standard.

The new standard did not have a material effect on our consolidated financial statements and will not have a significant change in our leasing activities.

All of the leases under which the Company is the lessor will continue to be classified as operating leases and sales-type lease.

Comprehensive Income or Loss – ASC Topic 220, Reporting Comprehensive Income, (“ ASC Topic 220 ”), establishes standards for reporting and presentation of comprehensive income or loss and its components in a full set of general-purpose consolidated financial statements.

47 unchanged sentences

Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Concentration of Credit Risk – Financial instruments that subject the Company to credit risk compose trade account receivables.

Concentration of Credit Risk – Financial instruments that subject the Company to credit risk consist of trade account receivables.

The Company performs ongoing credit evaluations of its customers for potential credit losses.

18 unchanged sentences

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, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

Recasting of Certain Prior Period Information - In response to changes in our business strategy, during the first quarter of fiscal 2025, the Company’s chief operating decision maker, who is also our Chief Executive Officer, requested changes in the information that he regularly reviews for purposes of allocating resources and assessing performance.

As a result, beginning in fiscal 2025, we report our financial performance based on our new segments described in Note 14 – Segment Information.

We have recast certain prior period amounts to conform to the way we internally manage and monitor segment performance during fiscal 2025.

This change primarily impacted Note 14 – Segment Information, with no impact on consolidated net income or cash flows.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

NEW ACCOUNTING PRONOUNCEMENTS

In June 2016, the Financial Accounting Standards Board (“ FASB ”) issued ASU 2016-13 ASC Topic 326:

Financial Instruments – Credit Losses (“ ASC Topic 326 ”) for the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.

Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates.

Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses.

ASC Topic 326 is effective for the Company for annual periods beginning after December 15, 2022.

The Company adopted this guidance in the first quarter in fiscal 2024 under the modified retrospective basis.

The adoption of this guidance did not have a significant impact on the Company's consolidated condensed financial statements.

In March 2022, FASB issued ASU 2022-02 ASC Topic 326:

Financial Instruments – Credit Losses ( “ ASC Topic 326 ” ):

Troubled Debt Restructurings ( “ TDR") and Vintage Disclosures , which require that an entity disclose current-period gross write offs by year of origination for financing receivables and net investment in leases within the scope of Subtopic 326-20.

2022-02 is effective for entities that have adopted ASU No.

2016-13 for fiscal year ending June 30, 2024.

The Company has completed its assessment and concluded that this update has no significant impact to the Company’s consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) , Improvements to Reportable Segment Disclosures .

In November 2023, the Financial Accounting Standards Board (" FASB ") issued Accounting Standards Update (" ASU ") 2023 - 07, Segment Reporting (Topic 280 ), Improvements to Reportable Segment Disclosures.

The new guidance requires enhanced disclosures about significant segment expense.

This standard update is effective for the Company for annual periods beginning in the fiscal year ending June 30, 2025 and interim period reports beginning in the first quarter of the fiscal year ending June 30, 2026.

Early adoption is permitted on a retrospective basis.

The Company is currently evaluating the impact of this ASU on segment disclosure.

This standard update is effective for Company beginning in the fiscal year ending June 30, 2025 and interim period reports beginning in the first quarter of the fiscal year ending June 30, 2026.

The Company has adopted this ASU for the fiscal year ending June 30, 2025.

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ), Improvements to Income Tax Disclosures .

The new guidance requires enhanced disclosures about income tax expense.

This standard update is effective for the Company beginning in the fiscal year ending June 30, 2026.

This standard update is effective for Company beginning in the fiscal year ending June 30, 2026.

Early adoption is permitted on a prospective basis.

The Company is currently evaluating the impact of this ASU on annual income tax disclosures.

The Company do not plan to early adopt and is currently evaluating the impact of this ASU on annual income tax disclosures.

In November 2024, the FASB released ASU No.

2024 - 03, Disaggregation of Income Statement Expenses .

This ASU’s purpose is to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions.

Early adoption is permitted.

The Company do not plan to early adopt and is currently evaluating the impact of this ASU.

This standard update is effective for Company beginning in the fiscal year ending June 30, 2029.

Other new pronouncements issued but not yet effective until after June 30, 2025 are not expected to have a significant effect on the Company’s consolidated financial position or results of operations.

2 unchanged sentences

Short-term deposits

$ 5,571 $ 6,540

Currency translation effect on short-term deposits

7 unchanged sentences

Total term deposits

$ 8,568 $ 9,018

12 unchanged sentences

Additions charged to expenses

( 61 ) ( 15 )

( 178 ) ( 2 )

Currency translation effect

5 unchanged sentences

allowance for expected credit losses

Net loan receivables from property development projects

Long-term loan receivables

Jun Zhou Zhi Ye

transfer – down-payment for purchase of investment property

( 2,000 ) ( 279 )

Net loan receivables from property development projects

4 unchanged sentences

TTCQ is in the legal process of recovering the outstanding amount of approximately $ 279 .

The loan amounting to RMB 5,000 , or approximately $ 689 , arose due to TTCQ entering into a Memorandum Agreement with JiaSheng Property Development Co.

to invest in their property development projects (Project B-48 Phase 2) located in Chongqing City, China in Fiscal 2011.

The amount was unsecured and repayable at the end of the term.

During the fiscal year ended June 30, 2015, the loan receivable was transferred to down payment for purchase of investment property that is being developed in the Singapore Themed Resort Project (See Note 10).

Inventories consisted of the following:

1 unchanged sentence

Raw materials

$ 1,438 $ 1,668

Work in progress

1 unchanged sentence

provision for obsolete inventories

( 851 ) ( 679 )

Currency translation effect

$ 2,262 $ 3,162

The following table represents the changes in provision for obsolete inventories:

2 unchanged sentences

Usage – disposition

( 10 ) ( 21 )

Currency translation effect

ASSETS HELD FOR SALE

During the fourth quarter of Fiscal 2023, the China operations had equipment held for sale which had a net book value of RMB 1,985 , or approximately $ 274 .

As of first quarter of Fiscal 2024, these assets have been sold.

INVESTMENT PROPERTIES

The following table presents the Company’s investment in properties in China as of June 30, 2024.

The exchange rate is based on the market rate as of June 30, 2024.

Reclassification

Purchase of rental property – Property I – MaoYe Property

Currency translation

Reclassification as “Assets held for sale”

Reclassification from “Assets held for sale”

Purchase of rental property – Property II - JiangHuai

Purchase of rental property – Property III - FuLi

Currency translation

Gross investment in rental property

Accumulated depreciation on rental property

Reclassified as “Assets held for sale”- MaoYe Property

Reclassification from “Assets held for sale”- MaoYe Property

Net investment in property – China

The following table presents the Company’s investment in properties in China as of June 30, 2023.

The exchange rate is based on the market rate as of June 30, 2023.

Reclassification

Purchase of rental property – Property I – MaoYe Property

Currency translation

Reclassification as “Assets held for sale”

Reclassification from “Assets held for sale”

Purchase of rental property – Property II - JiangHuai

Purchase of rental property – Property III - FuLi

Currency translation

Gross investment in rental property

Accumulated depreciation on rental property

Reclassified as “Assets held for sale”- MaoYe Property

Reclassification from “Assets held for sale”- MaoYe Property

Net investment in property – China

Rental Property I - MaoYe Property

During the fiscal year ended June 30, 2008, TTCQ purchased an office in Chongqing, China from MaoYe Property Ltd.

(“MaoYe”) for a total cash purchase price of RMB 5,554 , or approximately $ 894 .

During the year ended June 30, 2019, the Company sold thirteen of the fifteen units constituting the MaoYe Property.

Management has decided not to sell the remaining two units of MaoYe properties in the near future, due to current conditions of the property market in China.

A new lease agreement was entered into on February 1, 2023 for a period of 4 years at a monthly rate of RMB 14 , or approximately $ 2 , after termination of the previous agreement.

Pursuant to the agreement, monthly rental will increase by 5% each year.

Property purchased from MaoYe generated a rental income of $ 25 and $ 14 for Fiscal 2024 and 2023, respectively.

Depreciation expense for MaoYe was $ 14 and $ 15 for Fiscal 2024 and 2023, respectively.

The following table presents the Company’s investment in properties in China as of June 30, 2025 and June 30, 2024.

The exchange rate is based on the market rate as of June 30, 2025 and June 30, 2024.

For the Year Ended June 30,

Property I – MaoYe Property

Accumulated depreciation

( 250 ) ( 226 )

Currency translation effect

( 11 ) ( 22 )

For the Year Ended June 30,

Property II – JiangHuai Property

Accumulated depreciation

Currency translation effect

Carrying value of relinquished asset

Cost of acquired asset

Accumulated depreciation of acquired asset

Currency translation effect

For the Year Ended June 30,

Property III – FuLi Property

Accumulated depreciation

( 382 ) ( 338 )

Currency translation effect

( 74 ) ( 93 )

Rental Property I - MaoYe

A lease agreement was entered into on February 1, 2023 for a period of 4 years at a monthly rate of RMB15, or approximately $ 2 .

Pursuant to the agreement, monthly rental will increase by 5% after the second year.

MaoYe property generated a rental income of $ 25 for both Fiscal 2025 and 2024 , respectively.

Depreciation expense for MaoYe was $ 14 for both Fiscal 2025 and 2024 , respectively.

Rental Property II - JiangHuai

5 unchanged sentences

Based on the valuation, the court determined that TTCQ would receive title deeds for 5 shop units having a total area of 547.67 m² in exchange of the claim made for the 8 units without title deeds.

Subsequent to June 30, 2024, the court concluded that the value of these 5 shop units was equivalent to the original purchase price of 8 shop units of RMB 3,600 and issued a court order to process title deeds for the 5 units in the name of TTCQ.

The carrying value of the JiangHuai asset group as at June 30, 2024 is RMB 990 .

Applying the guidance in ASC Topic 845, Nonmonetary transactions, this transaction lacks commercial substance and hence, the JiangHuai asset group will continue to be accounted based on the carrying value of the exchanged investment properties.

Property purchased from JiangHuai did not generate any rental income for Fiscal 2024 and 2023.

Depreciation expense for JiangHuai was $ 25 and $ 26 for Fiscal 2024 and 2023, respectively.

In July 2024, the court concluded that the value of these 5 shop units was equivalent to the original purchase price of 8 shop units of RMB 3,600 and issued a court order to process title deeds for the five units in the name of TTCQ.

The carrying value of the JiangHuai asset group as at June 30, 2024 was RMB 990 .

Applying the guidance in FASB Accounting Standards Codification (" ASC ") Topic 845, Nonmonetary transactions, this transaction lacks commercial substance and hence, the JiangHuai asset group continued to be accounted based on the carrying value of the exchanged investment properties.

The title deeds have been received as of September 2024.

JiangHuai properties generated a rental income of $ 2 and $nil for Fiscal 2025 and 2024 , respectively.

Depreciation expense for JiangHuai was $ 25 for both Fiscal 2025 and 2024 , respectively.

Rental Property III – FuLi

In Fiscal 2010, TTCQ entered into a Memorandum Agreement with Chongqing FuLi Real Estate Development Co.

(“ FuLi ”) to purchase two commercial properties totaling 311.99 square meters located in Jiang Bei District Chongqing.

The total purchase price committed and paid was RMB 4,025 , or approximately $ 648 .

The development was completed, the property was transferred to TTCQ in April 2013 and the title deed was received during the third quarter of Fiscal 2014.

TTCQ is actively searching for tenants to occupy the commercial properties, which are vacant as of the date of this Report.

Properties purchased from FuLi generated a rental income of $ 1 and $ 10 for Fiscal 2024 and 2023, respectively.

Depreciation expense for FuLi was $ 28 and $ 30 for Fiscal 2024 and 2023, respectively.

FuLi properties generated a rental inco me of $ 9 and $ 1 for Fiscal 2025 and 2024 , respectively.

A lease agreement was entered into October 10, 2024 for a period of four years at a monthly rate of RMB9, or approximately $ 1 .

Pursuant to the agreement, monthly rental will increase by 5% after the second year.

Depreciation expense for FuLi was $ 28 for both Fiscal 2025 and 2024 , respectively.

Total rental income for all investment properties in China was $ 36 and $ 26 for Fiscal 2025 and 2024 , respectively.

Depreciation expense for all investment properties in China was $ 67 and $ 71 for Fiscal 2024 and 2023, respectively.

Depreciation expense for all investment properties in China was $ 67 for both Fiscal 2025 and 2024 , respectively.

PROPERTY, PLANT AND EQUIPMENT

4 unchanged sentences

Building and improvements

3 - 20 $ 5,260 $ 5,185

Leasehold improvements

1 - 27 7,446 9,629

Machinery and equipment

3 - 7 22,189 25,090

Furniture and fixtures

3 - 5 1,205 1,252

Equipment under finance leases

3 - 5 1,481 1,545

Property, plant and equipment, gross

$ 37,581 $ 42,701

accumulated depreciation

accumulated amortization on equipment under finance leases

( 28,100 ) ( 32,561 )

accumulated amortization of equipment under finance leases

( 1,383 ) ( 1,341 )

Total accumulated depreciation

$ ( 29,483 ) $ ( 33,902 )

Property, plant and equipment before currency translation effect, net

$ 8,098 $ 8,799

Currency translation effect

( 2,077 ) ( 2,862 )

Property, plant and equipment, net

Depreciation and amortization expense for property, plant and equipment during Fiscal 2024 and 2023 was $ 2,898 and $ 3,727 , respectively.

$ 6,021 $ 5,937

Depreciation and amortization expense for property, plant and equipment during Fiscal 2025 and 2024 wa s $ 1,285 and $ 2,898 , respectively.

Addition is inclusive of additions made from finance lease amount.

2 unchanged sentences

Deposits for rental and utilities and others

Downpayment for Purchase of Investment Properties*

Provision for impairment

( 1,580 ) ( 1,580 )

Currency translation effect

*Down payment for purchase of investment properties included:

Original Investment (10% of Junzhou equity)

Management Fee

Net Investment

Share of Loss on Joint Venture

Net Investment as Down Payment (Note *a)

Loans Receivable

Interest Receivable

Impairment of Interest

Transferred to Down Payment (Note *b)

* Down Payment for Purchase of Investment Properties

Effect of foreign currency exchange

Provision of Impairment loss on other assets

* Down Payment for Purchase of Investment Properties

In Fiscal 2011, the Company signed a Joint Venture agreement (the “ Agreement ”) with Jia Sheng Property Development Co.

(the “ Developer ”) to form a new company, Junzhou Co.

Limited (“ Joint Venture ” or “ Junzhou ”), to jointly develop the “Singapore Themed Park” project (the “ Project ”).

The Company paid RMB 10,000 for the 10 % investment in the Joint Venture.

The Developer paid the Company a management fee of RMB 5,000 in cash upon signing of the Agreement, with a remaining fee of RMB 5,000 payable upon fulfilment of certain conditions in accordance with the Agreement.

The Company further reduced its investment by RMB 137 , or approximately $ 22 , through the losses from operations incurred by the Joint Venture.

In Fiscal 2014, the Company disposed of its entire 10 % interest in the Joint Venture but, to date, has not received payment in full therefor.

The Company recognized a disposal based on the recorded net book value of RMB 5,000 , or equivalent to $ 803 , from net considerations paid, in accordance with GAAP under ASC Topic 845 Non-monetary Consideration .

It is presented under “Other Assets” as non-current assets to defer the recognition of the gain on the disposal of the 10 % interest in the Joint Venture investment until such time that the consideration is paid, so the gain can be ascertained.

Amounts of RMB 5,000 , or approximately $ 689 , as disclosed in Note 5, plus the interest receivable on long-term loan receivable of RMB 1,250 , or approximately $ 172 , and impairment on interest of RMB 906 , or approximately $ 125 .

The shop lots are to be delivered to TTCQ upon completion of the construction of the shop lots in Singapore Themed Resort Project.

*Down payment for purchase of investment properties included downpayment relating to shop lots in Singapore Themed Resort Project in Chongqing, China.

The shop lots are to be delivered to TTCQ upon completion of the construction.

The initial targeted date of completion was in Fiscal 2017.

However, the progress has been delayed as the developer is currently undergoing asset reorganization process, to re-negotiate with their creditors to complete the project.

During the fourth quarter of Fiscal 2021, the Company accrued an impairment charge of $ 1,580 related to the doubtful recovery of the down payment on property in the Singapore Theme Resort Project in Chongging, China.

The Company elected to take this non-cash impairment charge due to increased uncertainties regarding the project’s viability, given the developers weakening financial condition as well as uncertainties arising from the negative real-estate environment in China, implementation of control measures on real-estate lending in China and its relevant government policies, together with effects of the ongoing pandemic.

However, progress has stalled because the developer is currently reorganizing assets and renegotiating with the creditors to complete the project.

The Company elected to take this non-cash impairment charge due to increased uncertainties regarding the project’s viability, given the developers’ weakening financial condition as well as uncertainties arising from the negative real-estate environment in China, implementation of control measures on real-estate lending in China and its relevant government policies.

LINES OF CREDIT

5 unchanged sentences

Cost of Funds Rate +1.25%

$ 4,155 $ 3,856

Universal (Far East) Pte.

1 unchanged sentence

Cost of Funds Rate +1.25%

$ 1,960 $ 1,864

Trio-Tech Malaysia Sdn.

4 unchanged sentences

Lines of Credit

Cost of Funds Rate + 1.25 % to + 1.3 %

Cost of Funds Rate +1.25%

$ 3,907 $ 3,626

Universal (Far East) Pte.

Lines of Credit

Cost of Funds Rate + 1.25 % to + 1.3 %

Cost of Funds Rate +1.25%

$ 1,843 $ 1,818

Trio-Tech Malaysia Sdn.

4 unchanged sentences

Payroll and related costs

$ 1,040 $ 1,859

Travel expenses

Legal and audit

Accrued purchase of materials and property, plant and equipment

Accrued purchase

Provision for reinstatement

Other accrued expense

Acquisition of subsidiary shares from non-controlling interest

Currency translation effect

$ 3,036 $ 3,634

ASSURANCE WARRANTY ACCRUAL

5 unchanged sentences

Additions charged to cost and expense

( 15 ) ( 20 )

Currency translation effect

BANK LOANS PAYABLE

Note payable denominated in the Malaysian Ringgit for expansion plans in Malaysia, maturing in July 2028, bearing interest at the bank’s prime rate less 2.00 % ( 4.85 % and 4.60 % at June 30, 2024 and 2023) per annum, with monthly payments of principal plus interest through July 2028, collateralized by the acquired building with a carrying value of $ 2,149 and $ 2,208 , as of June 30, 2024 and 2023, respectively.

Note payable denominated in the Malaysian Ringgit for expansion plans in Malaysia, maturing in July 2028, bearing interest at the bank’s prime rate less 2.00 % ( 4.85 % for both June 30, 2025 and 2024) per annum, with monthly payments of principal plus interest through July 2028, collateralized by the acquired building with a carrying value of $ 2,351 and $ 2,149 , as of June 30, 2025 and 2024 respectively.

Financing arrangement at fixed interest rate 3.2 % per annum, with monthly payments of principal plus interest through July 2025.

13 unchanged sentences

COMMITMENTS AND CONTINGENCIES

The Company has capital commitments for capital expenditure amounting to $ 65 as at June, 2024, as compared to capital commitment of $ Nil as at June 30, 2023.

The Company has capital commitments for capital expenditure amounting t o $ 16 as at June 30, 2025 , as compared to capital commitment of $ 65 as at June 30, 2024 .

Deposits with banks are not fully insured by the local government or agency and are consequently exposed to risk of loss.

12 unchanged sentences

For the Year Ended June 30,

20.7 % 20.6 %

16.8 % 16.0 %

As of June 30,

Trade Account Receivables

22.0 % 20.8 %

22.4 % 18.7 %

11.9 % 17.5 %

BUSINESS SEGMENTS

The Company operates in four segments:

the testing service industry (which performs structural and electronic tests of semiconductor devices);

the designing and manufacturing of equipment (assembly of equipment that tests the structural integrity of integrated circuits and other products);

distribution of various products from other manufacturers in Singapore and Asia;

and the real estate segment in China.

The cost of equipment, current year investment in new equipment and depreciation expense are allocated into respective segments based on the primary purpose for which the equipment was acquired.

All intersegment sales were sales from the Manufacturing segment to the Testing and Distribution segment.

ASC Topic 280, Segment Reporting , establishes standards for reporting information about operating segments.

Operating segments are defined as components of a reporting entity, the operating results of which are reviewed regularly by the chief operating decision maker (“ CODM ”) to make decisions about resource allocation and to assess performance.

Our CODM is our Chief Executive Officer.

In response to changes in our business strategy in an effort to better align with our focus areas and to streamline operations, during the first quarter of Fiscal 2025, our CODM requested changes in the information that he regularly reviews for purposes of allocating resources and assessing performance.

As a result, we have updated our reporting and beginning in Fiscal 2025, we report our financial performance based on our new segments, SBS and IE, and analyze gross profit and operating income as the measure of segment profitability.

We have recast certain prior period amounts to conform to the way we internally manage and monitor segment performance during Fiscal 2025.

Our operating businesses are organized based on the nature of markets.

The SBS segment comprises our core semiconductor back-end equipment manufacturing and testing operations that serve the semiconductor industry.

Our value-added distribution business, along with our services and equipment manufacturing operations that serve various industries are being reported together in our IE segment.

A detailed description of our operating segments and a mapping of our previous presentation and the new segments in the year ended June 30, 2025 can be found in the overall business strategies and business segments section of Item 1 of this Report, entitled "Business".

Our CODM uses total revenue, gross profit, operating income and total assets in assessing segment performance and deciding how to allocate resources.

Segment operating income includes corporate allocations.

Segment revenues include sales of equipment and services by our segments.

Total intersegment sales were $ 216 in the year ended June 30, 2025 and $ 769 in the year ended June 30, 2024 .

Corporate assets consisted primarily of cash and prepaid expense.

Corporate expense consisted primarily of stock option expense, salaries, insurance, professional expenses and directors' fees.

Corporate expenses are allocated to the four segments on a combination of factors involving revenue, manpower costs and fixed assets investments.

Certain corporate costs, including those related to legal, information technology, human resources and shared services are allocated to our segments on a combination of factors based on their relative revenues, manpower costs and fixed assets investments.

The amounts related to revenue and earnings presented as "Corporate/Others & Unallocated" include the results of an immaterial real estate business that ceased to be a reportable segment in Fiscal 2025 and includes certain costs incurred at the corporate-level, including the cost of our stock compensation plans, salaries, insurance, professional expenses and directors' fees not allocated to our reportable segments.

Assets presented under the Corporate/Others & Unallocated segment consisted primarily of cash and cash equivalents, prepaid expenses and investment properties.

The cost of equipment, current year investment in new equipment and depreciation expense is allocated into respective reportable segments based on the primary purpose for which the equipment was acquired.

The following segment information table includes segment operating income or loss after including corporate expenses allocated to the segments, which gets eliminated in the consolidation:

Manufacturing

Testing Services

Corporate & Unallocated

Semiconductor Back-End Solutions

$ 24,682 $ 6,766 $ 411 $ 23,114 $ 2,437 $ 867

$ 30,111 $ 8,376 $ 1,095 $ 23,418 $ 4,056 $ 542

Industrial Electronics

11,756 $ 2,412 $ 236 $ 6,659 $ 236 $ 100

12,176 $ 2,432 $ 509 $ 6,439 $ 210 $ -

Corporate/Others & Unallocated

35 $ ( 34 ) $ ( 393 ) $ 11,295 $ 68 $ -

25 $ ( 46 ) $ ( 511 ) $ 12,683 $ 75 $ -

Total Company

$ 36,473 $ 9,144 $ 254 $ 41,068 $ 2,741 $ 967

$ 42,312 $ 10,762 $ 1,093 $ 42,540 $ 4,341 $ 542

Management periodically evaluates the ongoing contributions of each of its business segments to its current and future revenue and prospects.

As a result, it may divest one or more business segments in the future to enable management to concentrate on segments where it anticipates opportunities for future revenue growth, thereby maximizing shareholder value.

Subsequent to June 30, 2024, management is in the process of changing the structure of its internal organization.

The information regularly reviewed by the Chief Operating Decision Maker (CODM) is being changed to align with the strategic objectives of the Company.

This could result in changes to reporting segments in subsequent periods.

Other income consisted of the following:

OTHER (EXPENSE) / INCOME

Other (expense) / income consisted of the following:

For the Year Ended June 30,

2 unchanged sentences

Exchange loss

( 671 ) ( 74 )

Other miscellaneous income

$ ( 181 ) $ 500

GOVERNMENT GRANTS

1 unchanged sentence

Government grants

During Fiscal 2025 , the Company received government grants amounting to $ 145 , $ 82 of which was an incentive from the Singapore government for local resident recruitment, $ 48 from the U.S.

government related to Employee Retention Credit (“ ERC ”) and the remaining $ 15 related to capital expenditure subsidy received from the government in China.

During Fiscal 2024 , the Company received government grants amounting to $ 113 , $ 23 of which was an incentive from the Singapore government for local resident recruitment, $ 33 related to capital expenditure subsidy received from the China government and $ 57 from the U.S.

government related to Employee Retention Credit.

During Fiscal 2023, the Company received government grants amounting to $ 153 , with $ 107 from the Singapore government.

(Loss) / Income before provision for income taxes consists of the following:

1 unchanged sentence

United States

( 642 ) ( 539 )

International

$ 173 $ 1,629

The components of the provision for income taxes are as follows:

For the Year Ended June 30,

$ ( 25 ) $ 76

A reconciliation of income tax benefit compared to the amount of income tax expense that would result by applying the U.S.

2 unchanged sentences

Statutory federal tax rate

21.00 % 21.00 %

State taxes, net of federal benefit

1 unchanged sentence

Foreign rate differential

( 52.40 ) ( 4.23 )

Tax true-ups and adjustments

Changes in valuation allowance

Effective rate

136.59 % 29.83 %

The provision for income taxes has been determined based upon the tax laws and rates in the countries in which we operate.

6 unchanged sentences

The Company has elected to account for GILTI as a period cost, and therefore has included GILTI expense in its effective tax rate calculation for the year ended June 30, 2025 .

The Company accrues penalties and interest related to unrecognized tax benefits when necessary as a component of penalties and interest expenses, respectively.

The Company accrues penalties and interest related to unrecognized tax benefits when necessary as a component of penalties and interest expenses, respective ly.

The Company had no unrecognized tax benefits or related accrued penalties or interest expenses at June 30, 2025 .

In assessing the ability to realize the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

The ultimate realization of deferred tax assets is dependent upon the genera tion of future taxable income during the periods in which those temporary differences become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

13 unchanged sentences

Deferred tax liabilities:

$ ( 196 ) $ ( 238 )

Right-of-use assets

( 10 ) ( 56 )

Total deferred tax liabilities

$ ( 207 ) $ ( 295 )

Valuation allowance

( 642 ) ( 580 )

Net deferred tax assets

3 unchanged sentences

Net deferred tax assets

The valuation allowance decreased by $ 37 in Fiscal 2024 and decreased by $ 225 in Fiscal 2023.

At June 30, 2024, the Company had no federal net operating loss carry-forward and state net operating loss carry-forward of $ 2,219 , which expire through 2034.

The valuation allowance increased by $ 61 in Fiscal 2025 and decreased by $ 37 in Fiscal 2024 .

At June 30, 2025 , the Company had no federal net operating loss carry-forward and had state net operating loss carry-forward of $ 2,384 , which expire through 2034.

These carryovers may be subject to limitations under I.R.C.

In assessing the ability to realize the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

The ultimate realization of deferred tax asset s is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

4 unchanged sentences

However, the taxing authorities may continue to adjust the Company’s net operating loss carry-forwards until the statute of limitations closes on the tax years in which the net operating losses are utilized.

The Company generates revenue primarily from three different segments:

manufacturing, testing and distribution.

Foreign tax authorities are currently conducting audits of our subsidiaries in Malaysia and China.

The Company generates revenue primarily from SBS and IE, it's two reporting segments.

The Company accounts for a contract with a customer when there is approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

11 unchanged sentences

The Company’s products and services are generally not sold with a right of return, nor has the Company experienced significant returns from or refunds to its customers.

Manufacturing

The Company primarily derives revenue from the sale of both front-end and back-end semiconductor test equipment and related peripherals, maintenance, and support of all these products, installation and training services and the sale of spare parts.

The Company’s revenues are measured based on consideration stipulated in the arrangement with each customer, net of any sales incentives and amounts collected on behalf of third parties, such as sales taxes.

The Company derives SBS segment revenue from the sale of burn-in and reliability test equipment used in the “back-end” manufacturing processes of semiconductors.

Our equipment includes burn-in systems, burn-in boards and related equipment that is used in the testing of structural integrity of integrated circuits.

Under the IE segment, the Company designs, manufactures and distributes an extensive range of test, process and other equipment used in the manufacturing processes of customers in various industries in the consumer and industrial market.

The Company also acts as a design-in reseller of a wide range of camera module, LCD displays and touch screen panels.

The Company recognizes revenue at a point in time when the Company has satisfied its performance obligation by transferring control of the product to the customer.

7 unchanged sentences

In circumstances in which revenue is recognized prior to the product acceptance, the portion of revenue associated with its performance obligations of product installation and training services are deferred and recognized upon acceptance.

Majority of sales under the manufacturing segment include a 12-month warranty.

Majority of the equipment sales type include a 12 -month warranty.

The Company generally provides a limited warranty that our products comply with applicable specifications at the time of delivery.

5 unchanged sentences

The portion of revenue associated with warranty service is deferred and recognized as revenue over the warranty period, as the customer simultaneously receives and consumes the benefits of warranty services provided by the Company.

Product sales were $ 21,459 for the fiscal year ended June 30, 2025, as compared to $ 24,070 for the fiscal year ended June 30, 2024.

The Company renders testing services to manufacturers and purchasers of semiconductors and other entities who either lack testing capabilities or whose in-house screening facilities are insufficient.

6 unchanged sentences

The transaction price is not contingent on the occurrence of any future event.

The Company distributes complementary products, made by manufacturers around the world.

The Company recognizes revenue from product sales at a point in time when the Company has satisfied its performance obligation by transferring control of the product to the customer.

The Company uses judgment to evaluate whether control has transferred by considering several indicators discussed above.

The Company recognizes the revenue at a point in time, generally upon shipment or delivery of the products to the customer or distributors, depending upon terms of the sales order.

Service sales were $ 14,980 for the fiscal year ended June 30, 2025, as compared to $ 18,217 for the fiscal year ended June 30, 2024.

Contract Balances

4 unchanged sentences

Trade Accounts Receivable

10,804 10,661

Accounts Payable

Contract Liabilities

Remaining Performance Obligation

The Company had $ 47 and $ 55 remaining performance obligations, which represents our obligation to deliver products and services as of June 30, 2024 and 2023, respectively.

Given the profile of contract terms, this amount is expected to be recognized as revenue over the next two years.

The Company had $nil and $ 47 remaining performance obligations, which represents our obligation to deliver products and services as of June 30, 2025 and 2024.

Practical Expedients

10 unchanged sentences

Options to purchase 819,250 shares of common stock at exercise prices ranging from $ 3.73 to $ 7.76 per share were outstanding as of June 30, 2025 .

140,500 stock options were excluded in the computation of diluted EPS for Fiscal 2023 because they were anti-dilutive.

82,467 s tock options were excluded in the computation of diluted EPS for Fiscal 2025 because they were anti-dilutive.

Options to purchase 701,750 shares of common stock at exercise prices ranging from $ 2.53 to $ 7.76 per share were outstanding as of June 30, 2024 .

2 unchanged sentences

For the Year Ended June 30,

Income attributable to Trio-Tech International common shareholders from continuing operations, net of tax

(Loss) / Income attributable to Trio-Tech International common shareholders from continuing operations, net of tax

$ ( 36 ) $ 1,051

Loss attributable to Trio-Tech International common shareholders from discontinued operations, net of tax

Net income attributable to Trio-Tech International Common Shareholders

Net (loss) / income attributable to Trio-Tech International Common Shareholders

$ ( 41 ) $ 1,050

Weighted average number of common shares outstanding - basic

1 unchanged sentence

Number of shares used to compute earnings per share - diluted

Basic earnings per share from continuing operations attributable to Trio-Tech International

Basic (loss) / earnings per share from continuing operations attributable to Trio-Tech International

$ ( 0.01 ) $ 0.25

Basic earnings per share from discontinued operations attributable to Trio-Tech International

Basic earnings per share from net income attributable to Trio-Tech International

Diluted earnings per share from continuing operations attributable to Trio-Tech International

Basic (loss) / earnings per share from net income attributable to Trio-Tech International

$ ( 0.01 ) $ 0.25

Diluted (loss) / earnings per share from continuing operations attributable to Trio-Tech International

$ ( 0.01 ) $ 0.24

Diluted earnings per share from discontinued operations attributable to Trio-Tech International

Diluted earnings per share from net income attributable to Trio-Tech International

Diluted (loss) / earnings per share from net income attributable to Trio-Tech International (1*)

$ ( 0.01 ) $ 0.24

1*) For periods in which the Company has reported net loss, diluted net loss per share attributable to common stockholders is the same as basic net loss per share

attributable to common stockholders, because dilutive common shares are

not assumed to have been issued if their effect is anti-dilutive.

STOCK OPTIONS

33 unchanged sentences

The weighted average remaining contractual term for non-vested options outstanding under the 2017 Employee Plan was 2.01 years.

As of June 30, 2024, there were vested employee stock options granted under the 2017 Employee Plan covering a total of 136,250 shares of Common Stock, with a weighted average exercise price was $ 5.57 , and weighted average contractual term of 2.87 years.

As of June 30, 2025 , there were vested employee stock options granted under the 2017 Employee Plan covering a total of 210,750 shares of common stock, with a weighted average exercise price of $ 5.59 , and a weighted average contractual term of 2.35 years.

The total fair value of vested employee stock options outstanding under the 2017 Employee Plan as of June 30, 2025 , was $ 1,179 .

As of June 30, 2023, there were vested employee stock options granted under the 2017 Employee Plan covering a total of 134,625 shares of Common Stock, with a weighted average exercise price was $ 4.49 , and weighted average contractual term of 2.57 years.

As of June 30, 2024 , there were vested employee stock options granted under the 2017 Employee Plan covering a total of 136,250 shares of common stock, with a weighted average exercise price of $ 5.57 , and a weighted average contractual term of 2.87 years.

The total fair value of vested employee stock options outstanding under the 2017 Employee Plan as of June 30, 2024 , was $ 759 .

1 unchanged sentence

Outstanding at July 1, 2023

216,375 4.89 2.92 140

122,500 4.94 - -

( 64,625 ) 3.14 - -

Forfeited or expired

( 3,500 ) - - -

Outstanding at June 30, 2024

270,750 5.35 3.43 268

80,000 6.20 - -

( 2,500 ) 4.97 - -

Forfeited or expired

Outstanding at June 30, 2025

348,250 5.55 2.88 113

Exercisable at June 30, 2025

210,750 5.59 2.35 74

A summary of the status of the Company’s non-vested employee stock options during the years ended June 30, 2025 and 2024 , is presented below:

Non-vested at July 1, 2023

81,750 $ 5.53

Non-vested at June 30, 2024

134,500 $ 5.12

Non-vested at June 30, 2025

14 unchanged sentences

Outstanding at July 1, 2023

420,000 $ 4.91 2.91 $ 309

100,000 5.01 - -

( 89,000 ) 3.40 - -

Forfeited or expired

Outstanding at June 30, 2024

431,000 $ 5.24 2.88 $ 531

100,000 5.01 - -

( 60,000 ) 2.53 - -

Forfeited or expired

Outstanding at June 30, 2025

471,000 $ 5.80 2.76 $ 136

Exercisable at June 30, 2025

471,000 $ 5.80 2.76 $ 136

Company as Lessor

2 unchanged sentences

Depreciation expense for assets subject to operating leases is taken into account primarily on the straight-line method over a period of 20 years in amounts necessary to reduce the carrying amount of the asset to its estimated residual value.

Depreciation expense relating to the property held as investments in operating leases were $ 68 and $ 71 for the years ended June 30, 2024 and 2023, respectively.

Depreciation expense relating to the property held as investments in operating leases w ere $ 67 an d $ 66 for the years ended June 30, 2025 and 2024 , respectively.

Future minimum rental income in China and Thailand to be received from Fiscal 2026 to the fiscal year ended June 30, 2029 ( “Fiscal 2029” ) on non-cancellable operating leases, and is contractually due as of June 30, 2025 , as follows:

Future minimum rental income in China and Thailand to be received from fiscal year ended June 30, 2025 to fiscal year ended June 30, 2027 on non-cancellable operating leases, and is contractually due as of June 30, 2024 , as follows:

Sales-type leases under which the Company is the lessor arise from the lease of four units of chiller systems.

The Company classifies its lease arrangements at inception of the arrangement.

The lease term is three years, contains an automatic transfer of title at the end of the lease term and a guarantee of residual value at the end of the lease term.

The customer is required to pay for executory cost such as taxes.

Financing receivables, consisting of net investment in sales-type leases and receivables from financed sales of 4 units of chiller systems are as follows:

Components of Lease Balances

For the Year Ended June 30,

Gross financial sales receivable

Unearned finance income

Financed sales receivable

Net financed sales receivables due within one year

Net financed sales receivables due after one year

As of June 30, 2024, the Company’s financed sale receivables has been fully collected.

As of June 30, 2023, the Company’s financed sale receivables had a weighted average effective interest rate of 11.16 % and weighted average remaining lease term of 0.75 years.

Company as Lessee

4 unchanged sentences

Plant and equipment, at cost

$ 400 $ 1,649

Accumulated depreciation

( 131 ) ( 1,091 )

Plant and Equipment, Net

4 unchanged sentences

Operating lease right-of-use assets, Net

$ 864 $ 1,887

Current portion of operating leases

1 unchanged sentence

Total Operating Lease Liabilities

$ 864 $ 1,887

For the Year Ended June 30,

4 unchanged sentences

Operating Lease Costs

$ 1,450 $ 1,548

Other information related to leases was as follows (in thousands except lease term and discount rate):

2 unchanged sentences

Operating cash flows from finance leases

$ ( 3 ) $ ( 6 )

Operating cash flows from operating leases

( 1,450 ) ( 1,415 )

Finance cash flows from finance leases

( 59 ) ( 112 )

Right-of-Use Assets Obtained in Exchange for New Operating Lease Liabilities

4 unchanged sentences

Finance leases

1.98 % 2.47 %

Operating leases

4.93 % 5.60 %

As of June 30, 2025 , the maturities of the Company's operating and finance lease liabilities were as follow:

17 unchanged sentences

Ltd., 48 % of PT.

SHI Indonesia, 24 % interest in Prestal Enterprise Sdn.

Bhd., and 49 % interest in Trio-Tech Jiangsu Co., Ltd., which are subsidiaries of the Company.

SHI Indonesia, and 24 % interest in Prestal Enterprise Sdn.

which are subsidiaries of the Company.

Prior to the Equity Acquisition, Trio-Tech SIP owned 51% of the equity interest of Trio-Tech Jiangsu.

As result of the Equity Acquisition, Trio-Tech Jiangsu became a wholly-owned subsidiary of Trio-Tech SIP.

Trio-Tech SIP is a wholly-owned subsidiary of Trio-Tech International Pte Ltd, a Singapore limited liability company, which is a wholly-owned subsidiary of Trio-Tech International.

The table below reflects a reconciliation of the equity attributable to non-controlling interest:

2 unchanged sentences

Beginning balance

Acquisition of subsidiary without a change in control

Translation adjustment

Ending balance

COMPARATIVE FIGURES

Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation.

These reclassifications have no effect on previously reported net income.

$ ( 37 ) $ 249

STOCK REPURCHASE PROGRAM

On May 8, 2025 , the Company’s Board of Directors authorized a share repurchase program under which the Company may repurchase up to $ 1 million of its issued and outstanding common stock over a period of two years.

Any and all share repurchase transactions are subject to market condition and applicable legal requirements.

As of June 30, 2025, $ 1 million remained available for repurchases under our repurchase program.

SUBSEQUENT EVENT

On September 17, 2025, the Company and Lodestar Enterprise Sdn.

(“ Lodestar ”) entered into an Equity Purchase Agreement (“ Agreement ”) pursuant to which the Company, through its wholly-owned subsidiary, Trio-Tech International Pte.

Ltd (Singapore) (“ Trio-Tech Singapore ”) agreed to acquire from Lodestar the remaining 50 % of the total share capital of Trio-Tech (Malaysia) Sdn.

owned by Lodestar and not already owned by Trio-Tech Singapore (the “ Acquisition ”).

The Acquisition is subject to conditions to closing, including approval of the Acquisition by the Ministry of Investment, Trade and Industry in Malaysia.

The purchase price for the Acquisition is RM14,200 payable in cash, or approximately $ 3,357 USD.

Upon consummation of the Acquisition, the Company will indirectly through Trio-Tech Singapore own 100 % of the share capital of Trio-Tech Malaysia.

Other than as set forth above, the Company evaluated subsequent events for their potential impact on the consolidated financial statements and disclosures through the date the consolidated financial statements were issued and determined that no additional subsequent events occurred that were reasonably expected to impact the consolidated financial statements presented herein.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures