What changed in TRIO-TECH INTERNATIONAL's 2025 10-K compared to 2024?

Across the narrative sections we track, TRIO-TECH INTERNATIONAL (TRT) added 307 paragraphs, removed 303, and edited 218 between the 2024 and 2025 10-K filings. The biggest movers are Item 1. Business (+307/−303).

Where does this TRT 10-K diff come from?

The source filings are TRIO-TECH INTERNATIONAL's official 2024 and 2025 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in TRIO-TECH INTERNATIONAL's 10-K — 2024 vs 2025

Paragraph-level year-over-year comparison of TRIO-TECH INTERNATIONAL's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+307 added−303 removedSource: 10-K (2025-09-19) vs 10-K (2024-09-23)

Top changes in TRIO-TECH INTERNATIONAL's 2025 10-K

307 paragraphs added · 303 removed · 218 edited across 1 sections

Item 1. Business+307 / −303 · 218 edited

Item 1. Business

Business — how the company describes what it does

218 edited+89 added−85 removed168 unchanged

2024 filing

2025 filing

Biggest change(Incorporated by reference to Exhibit 3.1 to the Registrant’ s Annual Report on Form 10 ‑ K for June 30, 1988) 3.2 Second Amended and Restated Bylaws of Trio-Tech International (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed December 13, 2023) 4.1 Description of Registrant’s Securities 10.1 2017 Employee Stock Option Plan (Incorporated by reference to Appendix 1 to the Registrant’s Proxy Statement for its Annual Meeting held December 4, 2017 .)** 10.2 2017 Directors Equity Incentive Plan (Incorporated by reference to Appendix 2 to the Registrant’s Proxy Statement for its Annual Meeting held December 4, 2017 .)** 10.3 Amendment to 2017 Directors Equity Incentive Plan* 10.4 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) 21.1 Subsidiaries * 23.1 Consent of Independent Registered Public Accounting Firm* 31.1 Rule 13a-14(a) Certification of Principal Executive Officer of Registrant* 31.2 Rule 13a-14(a) Certification of Principal Financial Officer of Registrant* 32 Section 1350 Certification. * 97.1 Trio-Tech International Clawback Policy 101.INS The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.* 101.SCH Inline XBRL Taxonomy Extension Schema* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase* 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)* * Filed electronically herewith. ** Indicates management contracts or compensatory plans or arrangements required to be filed as an exhibit to this report. 23 Table of Contents SIGNATURES 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.

Biggest changeLtd 10.6+ Equity Purchase Agreement between Trio-Tech international Pte Ltd and Lodestar Enterprise Sdn Bhd. 21.1 Subsidiaries* 23.1 Consent of Independent Registered Public Accounting Firm* 31.1 Rule 13a-14(a) Certification of Principal Executive Officer of Registrant* 31.2 Rule 13a-14(a) Certification of Principal Financial Officer of Registrant* 32 Section 1350 Certification.* 97.1 Trio-Tech International Clawback Policy 101.INS The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.* 101.SCH Inline XBRL Taxonomy Extension Schema* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase* 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)* * Filed electronically herewith. ** 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. 28 Table of Contents SIGNATURES 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.

Ltd., Singapore Lines of Credit Cost of Funds Rate +1.25% $ 3,907 $ 3,626 Universal (Far East) Pte. Ltd. Lines of Credit Cost of Funds Rate +1.25% $ 1,843 $ 1,818 Trio-Tech Malaysia Sdn. Bhd.

Ltd., Lines of Credit Cost of Funds Rate +1.25% $ 3,907 $ 3,626 Singapore Universal (Far East) Pte. Ltd. Lines of Credit Cost of Funds Rate +1.25% $ 1,843 $ 1,818 Trio-Tech Malaysia Sdn. Bhd.

We apply a five-step approach as defined in ASC Topic 606 in determining the amount and timing of revenue to be recognized: (1) identifying the contract with customer; (2) identifying the performance obligations in the contracts; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when the corresponding performance obligation is satisfied.

We apply a five -step approach as defined in ASC Topic 606 in determining the amount and timing of revenue to be recognized: ( 1 ) identifying the contract with customer; ( 2 ) identifying the performance obligations in the contracts; ( 3 ) determining the transaction price; ( 4 ) allocating the transaction price to the performance obligations in the contract; and ( 5 ) recognizing revenue when the corresponding performance obligation is satisfied.

The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, which considers forecasts of future economic conditions in addition to information about past events and current conditions.

Based on this model, the Company estimates the amount of uncollectible accounts receivable at the end of each reporting period based on the aging of the receivable balance, current and historical customer trends, communications with its customers, and macro-economic conditions. Amounts are written off after considerable collection efforts have been made and the amounts are determined to be uncollectible.

Depreciation is provided for over the estimated useful lives of the assets using the straight-line method. Amortization of leasehold improvements is provided for over the lease terms or the estimated useful lives of the assets, whichever is shorter, using the straight-line method. Maintenance, repairs and minor renewals are charged directly to expense as incurred.

The determination of the grant date fair value of stock-based awards using the Black-Scholes option-pricing model is affected by our estimated common stock fair value as well as other subjective assumptions including the expected term of the awards, the expected volatility over the expected term of the awards, expected dividend yield and risk-free interest rates.

The expected term of employee stock options reflects the period for which we believe the option will remain outstanding based on historical experience and future expectations. ● Expected Volatility . We base expected volatility on our historical information over a similar expected term.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on these criteria, management believes it is more likely than not the Company will not realize the benefits of the federal, state, and foreign deductible differences.

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. 140,500 stock options were excluded in the computation of diluted EPS for Fiscal 2023 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 . 140,500 stock options were excluded in the computation of diluted EPS for Fiscal 2024 because they were anti-dilutive.

Management used the framework set forth in the report entitled “Internal Control – Integrated Framework” published by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 to evaluate the effectiveness of the Company’s internal control over financial reporting. 20 Table of Contents Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with U.S. generally accepted accounting principles, and includes those policies and procedures that: 1.

Management used the framework set forth in the report entitled “Internal Control – Integrated Framework” published by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 to evaluate the effectiveness of the Company’s internal control over financial reporting. 24 Table of Contents Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with U.S. generally accepted accounting principles, and includes those policies and procedures that: 1.

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, 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.

Additions and improvements to property and equipment are capitalized. When assets are disposed of, the related cost and accumulated depreciation thereon are removed from the accounts and any resulting gain or loss is included in the consolidated statements of operations and comprehensive income or loss.

Additions and improvements to property, plant and equipment are capitalized. When assets are disposed of, the related cost and accumulated depreciation thereon are removed from the accounts and any resulting gain or loss is included in the consolidated statements of operations and comprehensive income or loss.

ITEM 9A – CONTROLS AND PROCEDURES An evaluation was carried out by the Company’s Chief Executive Officer and Chief Financial Officer (the principal executive and principal financial officers, respectively, of the Company) of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended) as of June 30, 2024, the end of the period covered by this Form 10-K.

ITEM 9A – CONTROLS AND PROCEDURES An evaluation was carried out by the Company’s Chief Executive Officer and Chief Financial Officer (the principal executive and principal financial officers, respectively, of the Company) of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended) as of June 30, 2025, the end of the period covered by this Form 10-K.

Changes in Internal Control Over Financial Reporting There has been no change in the Company’s internal control over financial reporting during the fourth quarter of Fiscal 2024, which were identified in connection with management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Changes in Internal Control Over Financial Reporting There has been no change in the Company’s internal control over financial reporting during the fourth quarter of Fiscal 2025, which were identified in connection with management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

FAIR VALUE OF FINANCIAL INSTRUMENTS In accordance with ASC Topic 825 and 820, the following presents assets and liabilities measured and carried at fair value and classified by level of fair value measurement hierarchy: There were no transfers between Levels 1 and 2 during the year ended June 30, 2024, or for the same period in the prior year.

Revolving credit Cost of Funds Rate +2% $ 319 $ 319 Off-Balance Sheet Arrangements We do not consider the Company to have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expense, results of operations, liquidity, capital expenditures or capital resources.

Revolving credit Cost of Funds Rate +2% $ 318 $ 318 Off-Balance Sheet Arrangements We do not consider the Company to have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expense, results of operations, liquidity, capital expenditures or capital resources.

See Note 16 for detailed discussion of the fair value measurement of financial instruments. ASC Topic 820, Fair Value Measurements and Disclosures (“ ASC Topic 820 ”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

See Note 15 for detailed discussion of the fair value measurement of financial instruments. ASC Topic 820, Fair Value Measurements and Disclosures (“ ASC Topic 820 ”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

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.

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

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of June 30, 2024 and 2023, and the consolidated results of its operations and its cash flows for each of the two years in the period ended June 30, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of June 30, 2025 and 2024, and the consolidated results of its operations and its cash flows for each of the two years in the period ended June 30, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

The Company had no unrecognized tax benefits or related accrued penalties or interest expenses at June 30, 2024. 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 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.

In addition to write-downs based on newly introduced parts, statistics and judgments are used for assessing provisions of the remaining inventory based on sale ability and obsolescence. 10 Table of Contents Property, Plant and Equipment & Investment Properties Property, plant and equipment and investment properties are stated at cost, less accumulated depreciation and amortization.

In addition to write-downs based on newly introduced parts, statistics and judgments are used for assessing provisions of the remaining inventory based on sale ability and obsolescence. 13 Table of Contents Property, Plant and Equipment & Investment Properties Property, plant and equipment and investment properties are stated at cost, less accumulated depreciation and amortization.

The expected volatilities are based on the historical volatility of the Company’s Common Stock. Due to higher volatility, the observation was made on a daily basis for the 12 months ended June 30, 2024 and 2023 respectively. The observation period covered is consistent with the expected life of the options.

The expected volatilities are based on the historical volatility of the Company’s common stock. Due to higher volatility, the observation was made on a daily basis for the 12 months ended June 30, 2025 and 2024 respectively. The observation period covered is consistent with the expected life of the options.

LOANS RECEIVABLE FROM PROPERTY DEVELOPMENT PROJECTS The following table presents Trio-Tech (Chongqing) Co. Ltd (“ TTCQ ”)’s loan receivables from property development projects in China as of June 30, 2024. Loan Expiry Loan Amount Loan Amount Date (RMB) (U.S.

LOANS RECEIVABLE FROM PROPERTY DEVELOPMENT PROJECTS The following table presents Trio-Tech (Chongqing) Co. Ltd (“ TTCQ ”)’s loan receivables from property development projects in China as of June 30, 2025 . Loan Expiry Loan Amount Loan Amount Date (RMB) (U.S.

The Company uses judgment to evaluate whether the control has transferred by considering several indicators, including whether: ● the Company has a present right to payment; ● the customer has legal title; F-24 Table of Contents ● the customer has physical possession; ● the customer has significant risk and rewards of ownership; and ● the customer has accepted the product, or whether customer acceptance is considered a formality based on history of acceptance of similar products (for example, when the customer has previously accepted the same equipment, with the same specifications, and when we can objectively demonstrate that the tool meets all the required acceptance criteria, and when the installation of the system is deemed perfunctory).

The Company uses judgment to evaluate whether the control has transferred by considering several indicators, including whether: ● the Company has a present right to payment; ● the customer has legal title; ● the customer has physical possession; ● the customer has significant risk and rewards of ownership; and ● the customer has accepted the product, or whether customer acceptance is considered a formality based on history of acceptance of similar products (for example, when the customer has previously accepted the same equipment, with the same specifications, and when we can objectively demonstrate that the tool meets all the required acceptance criteria, and when the installation of the system is deemed perfunctory).

Under this method, the Company’s share of the earnings or losses of such investee companies is not included in the consolidated balance sheet or consolidated statements of operations and comprehensive income or loss. However, impairment charges are recognized in the consolidated statements of operations and comprehensive income or loss.

Under this method, the Company’s share of the earnings or losses of such investee companies is not included in the consolidated balance sheets or consolidated statements of operations and comprehensive income or loss. However, impairment charges are recognized in the consolidated statements of operations and comprehensive income or loss.

Other new pronouncements issued but not yet effective until after June 30, 2024 are not expected to have a significant effect on the Company’s consolidated financial position or results of operations.

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.

Under the standard, fair value measurements would be separately disclosed by level within the fair value hierarchy. Income Tax We account for income taxes using the liability method in accordance with the provisions of ASC Topic 740 , Accounting for Income Taxes (“ ASC Topic 740 ”), which requires an entity to recognize deferred tax liabilities and assets.

Under the standard, fair value measurements would be separately disclosed by level within the fair value hierarchy. 15 Table of Contents Income Tax We account for income taxes using the liability method in accordance with the provisions of ASC Topic 740 , Accounting for Income Taxes (“ ASC Topic 740 ”), which requires an entity to recognize deferred tax liabilities and assets.

LEASES Company as Lessor Operating leases under which the Company is the lessor arise from leasing the Company’s commercial real estate investment property to third parties. Initial lease terms generally range from 12 to 60 months.

Assumptions The fair value for the stock options granted to both employees and directors was estimated using the Black-Scholes option pricing model with the following weighted average assumptions, assuming: ● An expected life varying from 2.50 to 3.25 years, calculated in accordance with the guidance provided in SEC Staff bulletin No. 110 for plain vanilla options using the simplified method, since the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. ● A risk-free interest rate varying from 0.20% to 4.59% (2023: 0.11% to 4.17%); ● No expected dividend payments and; ● Expected volatility of 47.3% to 72.2 % (2023: 47.3% to 73.85 %).

Assumptions The fair value for the stock options granted to both employees and directors was estimated using the Black-Scholes option pricing model with the following weighted average assumptions, assuming: ● An expected life varying from 2.50 to 3.25 years, calculated in accordance with the guidance provided in SEC Staff bulletin No. 110 for plain vanilla options using the simplified method, since the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. ● A risk-free interest rate varying from 0.11% to 4.59% ( 2024 : 0.20% to 4.59%); ● No expected dividend payments and; ● Expected volatility of 46.0% to 73.9% ( 2024 : 47.3% to 72.2 %).

TTI has subsidiaries in the U.S., Singapore, Malaysia, Thailand, Indonesia, and China as follows: Ownership Location Express Test Corporation (Dormant) 100% Van Nuys, California Trio-Tech Reliability Services (Dormant) 100% Van Nuys, California KTS Incorporated, dba Universal Systems (Dormant) 100% Van Nuys, California European Electronic Test Centre (Dormant) 100% Cayman Islands Trio-Tech International Pte. Ltd. 100% Singapore Universal (Far East) Pte.

TTI has subsidiaries in the U.S., Singapore, Malaysia, Thailand, Indonesia, and China as follows: Ownership Location Express Test Corporation (Dormant) 100 % Van Nuys, California Trio-Tech Reliability Services (Dormant) 100 % Van Nuys, California KTS Incorporated, dba Universal Systems (Dormant) 100 % Van Nuys, California European Electronic Test Centre (Dormant) 100 % Cayman Islands Trio-Tech International Pte.

Additionally, management has the responsibility for establishing and maintaining adequate internal control over financial reporting for the Company and thus also assessed the effectiveness of our internal controls over financial reporting as of June 30, 2024.

Notes to Consolidated Financial Statements (b) The exhibits filed as part of this Annual Report on Form 10K are set forth on the Exhibit Index immediately preceding such exhibits and are incorporated herein by reference. 21 Table of Contents ITEM 16 – FORM 10-K SUMMARY Not applicable. 22 Table of Contents EXHIBITS: Number Description 3.1 Articles of Incorporation of Trio-Tech International, as currently in effect.

Notes to Consolidated Financial Statements (b) The exhibits filed as part of this Annual Report on Form 10K are set forth on the Exhibit Index immediately preceding such exhibits and are incorporated herein by reference. 26 Table of Contents ITEM 16 – FORM 10-K SUMMARY Not applicable. 27 Table of Contents EXHIBITS: Number Description 3.1 Articles of Incorporation of Trio-Tech International, as currently in effect.

F-11 Table of Contents Investments – The Company (a) evaluates the sufficiency of the total equity at risk, (b) reviews the voting rights and decision-making authority of the equity investment holders as a group, and whether there are any guaranteed returns, protection against losses, or capping of residual returns within the group, and (c) establishes whether activities within the venture are on behalf of an investor with disproportionately few voting rights in making this VIE determination.

Investments – The Company (a) evaluates the sufficiency of the total equity at risk, (b) reviews the voting rights and decision-making authority of the equity investment holders as a group, and whether there are any guaranteed returns, protection against losses, or capping of residual returns within the group, and (c) establishes whether activities within the venture are on behalf of an investor with disproportionately few voting rights in making this VIE determination.

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.

Critical Audit Matter Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

F-1 Table of Contents Critical Audit Matter Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

Bhd. 76% Selangor, Malaysia (76% owned by Trio-Tech International Pte. Ltd.) Trio-Tech (SIP) Co., Ltd. * 100% Suzhou, China Trio-Tech (Chongqing) Co. Ltd. * 100% Chongqing, China SHI International Pte. Ltd. (Dormant) (55% owned by Trio-Tech International Pte. Ltd) 55% Singapore PT SHI Indonesia (Dormant) (95% owned by SHI International Pte.

Bhd. 76 % Selangor, Malaysia (76% owned by Trio-Tech International Pte. Ltd.) Trio-Tech (SIP) Co., Ltd. * 100 % Suzhou, China Trio-Tech (Chongqing) Co. Ltd. * 100 % Chongqing, China SHI International Pte. Ltd. (Dormant) 55 % Singapore (55% owned by Trio-Tech International Pte. Ltd) PT SHI Indonesia (Dormant) 52 % Batam, Indonesia (95% owned by SHI International Pte.

Inventory Valuation Inventories of our 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. The semiconductor industry is characterized by rapid technological change, short-term customer commitments and swiftly changing demand.

Inventory Valuation Inventories of our SBS and IE 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. The semiconductor industry is characterized by rapid technological change, short-term customer commitments and swiftly changing demand.

The decrease was primarily due to lower taxable income in Fiscal 2024 compared to Fiscal 2023. At June 30, 2024, the Company had no federal net operating loss carry-forwards, and a state net operating loss carry-forward of $2,219, which expires in 2034. These carryovers may be subject to limitations under I.R.C. Section 382.

The decrease was primarily due to lower taxable income in Fiscal 2025 compared to Fiscal 2024. At June 30, 2025, the Company had no federal net operating loss carry-forwards, and a state net operating loss carry-forward of $2,384 , which expires in 2034. These carryovers may be subject to limitations under I.R.C. Section 382.

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

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.

Non-controlling interest represents the minority stockholders’ share of 45% of the equity of Trio-Tech (Malaysia) Sdn. Bhd., Trio-Tech (Kuala Lumpur) Sdn. Bhd., SHI International Pte. 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.

Non-controlling interest represents the minority stockholders’ share of 45% of the equity of Trio-Tech (Malaysia) Sdn. Bhd., Trio-Tech (Kuala Lumpur) Sdn. Bhd., SHI International Pte. Ltd., 48% of PT. SHI Indonesia, and 24% interest in Prestal Enterprise Sdn. Bhd. which are subsidiaries of the Company.

Majority of sales under the manufacturing segment include a 12-month warranty. The Company generally provides a limited warranty that our products comply with applicable specifications at the time of delivery. Under our standard terms and conditions of sale, liability for certain failures of product during a stated warranty period is usually limited to repair or replacement of defective parts.

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. Under our standard terms and conditions of sale, liability for certain failures of product during a stated warranty period is usually limited to repair or replacement of defective parts.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s internal controls over financial reporting were effective as of June 30, 2024.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s internal controls over financial reporting were effective as of June 30, 2025.

The Company recognizes stock-based compensation expense in the consolidated statements of shareholders' equity based on awards ultimately expected to vest. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from original estimates. F-10 Table of Contents Determining the fair value of stock-based awards at the grant date requires significant judgment.

The Company recognizes stock-based compensation expense in the consolidated statements of shareholders' equity based on awards ultimately expected to vest. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from original estimates. Determining the fair value of stock-based awards at the grant date requires significant judgment.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2024.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2025.

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

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.

Based on the information available to us, management believed the allowance for credit losses as of June 30, 2024 and June 30, 2023 was adequate.

Based on the information available to us, management believed the allowance for credit losses as of June 30, 2025 and June 30, 2024 was adequate.

In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component. F-25 Table of Contents The following table is the reconciliation of contract balances.

In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component. The following table is the reconciliation of contract balances.

Rental Property II - JiangHuai During the year ended June 30, 2010 (“Fiscal 2010”), TTCQ purchased eight units of commercial property in Chongqing, China, from JiangHuai for RMB 3,600, or approximately $580. The title deeds for these properties had not been received by TTCQ since the entire project had not been completed by JiangHuai.

Rental Property II - JiangHuai During the year ended June 30, 2010 (“ Fiscal 2010 ”), TTCQ purchased eight units of commercial property in Chongqing, China, from JiangHuai for RMB 3,600, or approximately $580. The title deeds for these properties had not been received by TTCQ since the entire project had not been completed by JiangHuai.

During the year ended June 30, 2023, the Company granted options to purchase 100,000 shares of its Common Stock to directors pursuant to the 2017 Directors Plan, with an exercise price equal to the fair market value of Common Stock (as defined under the 2017 Directors Plan in conformity with Regulation 409A or the Internal Revenue Code of 1986, as amended) at the date of grant, and a fair value of approximately $213, based on the fair value of $2.13 per share determined by the Black-Scholes option pricing model.

During the year ended June 30, 2025 , the Company granted options to purchase 100,000 shares of its common stock to directors pursuant to the 2017 Directors Plan, with an exercise price equal to the fair market value of common stock (as defined under the 2017 Directors Plan in conformity with Regulation 409A or the Internal Revenue Code of 1986, as amended) at the date of grant, and a fair value of approximately $204, based on the fair value of $2.04 per share determined by the Black-Scholes option pricing model.

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.

INVESTMENT PROPERTIES 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.

In the opinion of management, resolution of these matters will not have a material adverse effect on the Company’s consolidated financial statements. 16.

In the opinion of management, resolution of these matters will not have a material adverse effect on the Company’s consolidated financial statements. 15.

Bank loans payable (Level 3) – The carrying value of the Company’s bank loans payable approximates its fair value as the interest rates associated with long-term debt is adjustable in accordance with market situations when the Company borrowed funds with similar terms and remaining maturities. F-20 Table of Contents 17.

Bank loans payable (Level 3 ) – The carrying value of the Company’s bank loans payable approximates its fair value as the interest rates associated with long-term debt is adjustable in accordance with market situations when the Company borrowed funds with similar terms and remaining maturities. F- 22 Table of Contents 16.

TRIO‑TECH INTERNATIONAL By: /s/ Srinivasan Anitha Srinivasan Anitha Chief Financial Officer September 23, 2024 Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacity and on the dates indicated. By: /s/ S.W.Yong S. W.

TRIO‑TECH INTERNATIONAL By: /s/ Srinivasan Anitha Srinivasan Anitha Chief Financial Officer September 19, 2025 Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacity and on the dates indicated. By: /s/ S.W.Yong S. W.

PART IV ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) (1 and 2) FINANCIAL STATEMENTS AND SCHEDULES: 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: 1. Report of Independent Registered Public Accounting Firm 2.

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. The Company estimates warranty costs based on the historical rates of warranty returns. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the amounts as necessary.

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. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the amounts as necessary.

Restricted deposits of $1,771 as of June 30, 2024 are classified as non-current assets as they relate to long-term obligations and will become unrestricted only upon discharge of the obligations. Short-term deposits represent bank deposits, which do not qualify as cash equivalents. 4.

Restricted deposits of $1,935 as of June 30, 2025 are classified as non-current assets as they relate to long-term obligations and will become unrestricted only upon discharge of the obligations. Short-term deposits represent bank deposits, which do not qualify as cash equivalents. 4.

Accordingly, a valuation allowance has been established against deferred tax assets recorded in the US and various foreign jurisdictions. Loss from Discontinued Operations Loss from discontinued operations was $4 in Fiscal 2024, compared to loss from discontinued operations of $1 in Fiscal 2023. The Company discontinued its fabrication segment in Fiscal 2013.

Accordingly, a valuation allowance has been established against deferred tax assets recorded in the US and various foreign jurisdictions. Loss from Discontinued Operations Loss from discontinued operations was $5 in Fiscal 2025, compared to loss from discontinued operations of $4 in Fiscal 2024. The Company discontinued its fabrication segment in Fiscal 2013.

In the opinion of management, the consolidated financial statements have reflected all costs incurred by the Company and its subsidiaries in operating the business. 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.

In the opinion of management, the consolidated financial statements have reflected all costs incurred by the Company and its subsidiaries in operating the business. F- 8 Table of Contents 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.

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. These carryovers may be subject to limitations under I.R.C. Section 382.

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. Section 382.

The highlights above are intended to identify certain of the Company’s significant events and transactions during Fiscal 2024.

The highlights above are intended to identify certain of the Company’s significant events and transactions during Fiscal 2025.

Revolving credit Cost of Funds Rate +2% $ 318 $ 318 As of June 30, 2023, the Company had certain lines of credit that are collateralized by restricted deposits. Entity with Type of Interest Credit Unused Facility Facility Rate Limitation Credit Trio-Tech International Pte.

Revolving credit Cost of Funds Rate +2% $ 354 $ 354 As of June 30, 2024, the Company had certain lines of credit that are collateralized by restricted deposits. Entity with Type of Interest Credit Unused Facility Facility Rate Limitation Credit Trio-Tech International Pte.

Restricted deposits of $1,771 as of June 30, 2024 are classified as non-current assets as they relate to long-term obligations and will become unrestricted only upon discharge of the obligations. F-6 Table of Contents TRIO-TECH INTERNATIONAL AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2024 AND 2023 (IN THOUSANDS, EXCEPT EARNINGS PER SHARE) 1.

Restricted deposits of $1,935 as of June 30, 2025 are classified as non-current assets as they relate to long-term obligations and will become unrestricted only upon discharge of the obligations. F-7 Table of Contents TRIO-TECH INTERNATIONAL AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED June 30, 2025 and 2024 (IN THOUSANDS, EXCEPT EARNINGS PER SHARE) 1.

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, 2024. The Company accrues penalties and interest related to unrecognized tax benefits when necessary as a component of penalties and interest expenses, respectively.

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, respective ly.

As all stock options granted under the 2017 Directors Plan vest immediately on the date of grant, there were no unvested stock options granted under the 2017 Directors Plan as of June 30, 2024 and June 30, 2023. There were 89,000 stock options exercised under the 2017 Directors Plan during the year ended June 30, 2024.

As all stock options granted under the 2017 Directors Plan vest immediately on the date of grant, there were no unvested stock options granted under the 2017 Directors Plan as of June 30, 2025 and June 30, 2024 . There were 60,000 stock options exercised under the 2017 Directors Plan during the year ended June 30, 2025 .

Our credit rating provides us with ready and adequate access to funds in the global market. 19 Table of Contents At June 30, 2024, the Company had certain lines of credit that are collateralized by restricted deposits. Entity with Type of Interest Credit Unused Facility Facility Rate Limitation Credit Trio-Tech International Pte.

Our credit rating provides us with ready and adequate access to funds in the global market. 23 Table of Contents As of June 30, 2025, the Company had certain lines of credit that are collateralized by restricted deposits. Entity with Type of Interest Credit Unused Facility Facility Rate Limitation Credit Trio-Tech International Pte.

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.

Based on TTI’s financial policy, an allowance for expected credit losses of $275 on the investment in JiangHuai was recorded during the fiscal year ended June 30, 2014 (“ Fiscal 2014 ”). TTCQ did not generate other income from JiangHuai for Fiscal 2024. TTCQ is in the legal process of recovering the outstanding amount of approximately $275.

Based on TTI’s financial policy, an allowance for expected credit losses of $279 on the investment in JiangHuai was recorded during the fiscal year ended June 30, 2014 (“ Fiscal 2014 ”). TTCQ did not generate other income from JiangHuai for Fiscal 20 25. TTCQ is in the legal process of recovering the outstanding amount of approximately $279. 6.

F-7 Table of Contents Foreign Currency Translation and Transactions – The U.S. dollar is the functional currency of the U.S. parent company. The Singapore dollar (“ SGD ”), the national currency of Singapore, is the primary currency of the economic environment in which the operations in Singapore are conducted.

Foreign Currency Translation and Transactions – The U.S. dollar is the functional currency of the U.S. parent company. The Singapore dollar (“ SGD ”), the national currency of Singapore, is the primary currency of the economic environment in which the operations in Singapore are conducted.

Long-Lived Assets and Impairment – The Company’s business requires heavy investment in manufacturing facilities and equipment that are technologically advanced but can quickly become significantly underutilized or rendered obsolete by rapid changes in demand.

F- 10 Table of Contents Long-Lived Assets and Impairment – The Company’s business requires heavy investment in manufacturing facilities and equipment that are technologically advanced but can quickly become significantly underutilized or rendered obsolete by rapid changes in demand.

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.

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.

Restricted deposits are classified as current and non-current depending on whether they relate to long-term or short-term obligations. Restricted deposits of $750 as of June 30, 2024 are classified as current assets as they relate to short-term trade financing.

Restricted deposits are classified as current and non-current depending on whether they relate to long-term or short-term obligations. Restricted deposits of $816 as of June 30, 2025 are classified as current assets as they relate to short-term trade financing.

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

COMMITMENTS AND CONTINGENCIES 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.

Retained Earnings – It is the intention of the Company to re-invest earnings of its foreign subsidiaries in the operations of those subsidiaries. These taxes are undeterminable as of the date of this Annual Report. The amount of earnings retained in subsidiaries was $22,528 and $21,001 as of June 30, 2024 and 2023, respectively.

Retained Earnings – It is the intention of the Company to re-invest earnings of its foreign subsidiaries in the operations of those subsidiaries. These taxes are undeterminable as of the date of this Annual Report. The amount of earnings retained in subsidiaries was $23,374 and $22,528 as of June 30, 2025 and 2024 , respectively.

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.

F- 27 Table of Contents Products 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.

STOCK OPTIONS On September 14, 2017, the Company’s Board of Directors unanimously adopted the 2017 Employee Stock Option Plan (the “ 2017 Employee Plan ”) and the 2017 Directors Equity Incentive Plan (the “ 2017 Directors Plan ”) each of which was approved by the shareholders on December 4, 2017.

F- 30 Table of Contents 23. STOCK OPTIONS On September 14, 2017, the Company’s Board of Directors unanimously adopted the 2017 Employee Stock Option Plan (the “ 2017 Employee Plan ”) and the 2017 Directors Equity Incentive Plan (the “ 2017 Directors Plan ”) each of which was approved by the shareholders on December 4, 2017.

F-9 Table of Contents 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.

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.

As of June 30, 2024, the Company had certain lines of credit that are collateralized by restricted deposits. Entity with Type of Interest Credit Unused Facility Facility Rate Limitation Credit Trio-Tech International Pte. Ltd., Singapore Lines of Credit Cost of Funds Rate +1.25% $ 3,907 $ 3,626 Universal (Far East) Pte. Ltd.

As of June 30, 2025 , the Company had certain lines of credit that are collateralized by restricted deposits. Entity with Type of Interest Credit Unused Facility Facility Rate Limitation Credit Trio-Tech International Pte. Ltd., Lines of Credit Cost of Funds Rate +1.25% $ 4,155 $ 3,856 Singapore Universal (Far East) Pte. Ltd.

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 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.

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