TRIO-TECH INTERNATIONAL

YEARS ENDED June 30, 2025 and 2024

(IN THOUSANDS, EXCEPT EARNINGS PER SHARE)

Basis of Presentation and Principles of Consolidation -Trio-Tech International (the “Company” or “TTI”) was incorporated in fiscal year ended June 30, 1958under the laws of the State of California. TTI providesthird-party semiconductor testing and burn-in services primarily through its laboratories in Southeast Asia. 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, 2025*, TTI conducted business intwo business segments: Semiconductor Back-End Solutions and Industrial Electronics. TTI has subsidiaries in the U.S., Singapore, Malaysia, Thailand, Indonesia, and China as follows:

*100% owned by Trio-Tech International Pte. Ltd.

Trio-Tech (Kuala Lumpur) Sdn. Bhd. 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. GAAP’’). The basis of accounting differs from that used in the statutory financial statements of the Company’s subsidiaries and equity investee companies, which are prepared in accordance with the accounting principles generally accepted in their respective countries of incorporation. 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

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 made a net loss attributable to common shareholders of $41 during the year ended* June 30, 2025* (“Fiscal2025**”) and net income attributable to common shareholders of $1,050 during the year ended* June 30, 2024* (“Fiscal2024**”), 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.

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. The Company also has business entities in Malaysia, Thailand, China and Indonesia of which the Malaysian ringgit (“RM”), Thai baht, Chinese renminbi (“RMB”) and Indonesian rupiah, are the national currencies. The Company uses the U.S. dollar for financial reporting purposes.

The Company translates assets and liabilities of its subsidiaries outside the U.S. into U.S. dollars using the rate of exchange prevailing at the fiscal year end, and the consolidated statements of operations and comprehensive income or loss is translated at average rates during the reporting period. Adjustments resulting from the translation of the subsidiaries’ financial statements from foreign currencies into U.S. dollars are recorded in shareholders' equity as part of accumulated other comprehensive gain - translation adjustments. Gains or losses resulting from transactions denominated in currencies other than functional currencies of the Company’s subsidiaries are reflected in income for the reporting period.

Use of Estimates– The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expense during the reporting period. Among the more significant estimates included in these consolidated financial statements are the estimated allowance for credit losses on account receivables, reserve for obsolete inventory, impairments, provision of income tax, stock options and the deferred income tax asset allowance. Actual results could materially differ from those estimates.

Revenue Recognition – The Company follows ASUNo. 2014-09, ASC Topic606, Revenue from Contracts with Customers (“ASC Topic606**”). This standard update outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers.

We apply afive-step approach as defined in ASC Topic606 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.

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 donot 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. These contracts typically involve the provision of ongoing services, such as routine maintenance, repairs, and support. Revenue from these contracts is recognized over time, as the customer simultaneously receives and consumes the benefits of the services as they are provided. The continuous nature of these services means that the customer benefits from the Company's performance throughout the contract period. Accordingly, the Company uses a time-based measure of progress to recognize revenue evenly over the duration of the contract, reflecting the ongoing transfer of control of the services to the customer. This method accurately reflects the pattern of service delivery and the customer's receipt of benefits from the Company's performance.

F-9

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. Such services can be provided by other entities as well and these donot significantly modify the product. The Company recognizes the revenue at a point in time when the Company has satisfied its performance obligation.

GST / Indirect Taxes– The Company’s policy is to present taxes collected from customers and remitted to governmental authorities on a net basis. The Company records the amounts collected as a current liability and relieves such liability upon remittance to the taxing authority without impacting revenue or expense.

Trade Account Receivables and Allowance for Credit Losses– During the normal course of business, the Company extends unsecured credit to its customers in all segments. Typically, credit terms require payment to be made between 30 to 90 days from the date of the sale. The Company generally doesnot require collateral from our customers.

The Company accounts for allowance for credit losses under the current expected credit loss (“CECL”) impairment model for its financial assets, including accounts receivable, and presents the net amount of the financial instrument expected to be collected. 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.

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.

Cash and Cash Equivalents– The Company considers all highly liquid investments with an original maturity ofthree months or less when purchased to be cash equivalents.

Term Deposits – Term deposits consist of bank balances and interest-bearing deposits with maturities more thanthree months.

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 business, consisting principally of raw materials, works in progress, and finished goods, are stated at the lower of cost and net realizable value, using thefirst-in,first-out (“FIFO”) method. The semiconductor industry is characterized by rapid technological change, short-term customer commitments and rapid fluctuations in demand. Provisions for estimated excess and obsolete inventory are based on our regular reviews of inventory quantities on hand and the latest forecasts of product demand and production requirements from our customers. Inventories are written down fornot-saleable, excess or obsolete raw materials, works-in-process and finished goods by charging such write-downs to cost of sales. In addition to write-downs based on newly introduced parts, statistics and judgments are used for assessing provisions of the remaining inventory based on salability and obsolescence.

Property, Plant and Equipment and Investment Properties – Property, plant and equipment and investment properties are stated at cost, less accumulated depreciation and amortization. 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. Additions and improvements to the assets 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.

F-10

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.

The Company evaluates the long-lived assets, including property, plant and equipment and investment property, for impairment whenever events or changes in circumstances indicate that the carrying value of such assets* may**not* be recoverable. 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 undiscounted cash flow analysis, if there is significant adverse change.

The Company applies the provisions of ASC Topic360, Accounting for the Impairment or Disposal of Long-Lived Assets (“ASC Topic360**”), to property, plant and equipment. ASC Topic360 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset* may**not* be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.

Leases*** – The Company applies the guidance in ASC Topic842, Lease Accounting(“ASC Topic842*”) to its individual leases of assets. When the Company receives substantially all the economic benefits from and directs the use of specified property, plant and equipment, the transactions give rise to leases. The Company’s classes of assets include real estate leases. The Company determines if an arrangement is a lease, or contains a lease, at the inception of the arrangement and evaluate whether the lease is an operating lease or a finance lease at the commencement date.

When discount rates implicit in leases cannot be readily determined, the Company uses the applicable incremental borrowing rate at lease commencement to perform lease classification tests on lease components and to measure lease liabilities and ROU assets. The incremental borrowing rate used by the Company was based on baseline rates and adjusted by the credit spreads commensurate with the Company’s secured borrowing rate over a similar term. 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.

Comprehensive Income or Loss – ASC Topic220, Reporting Comprehensive Income,(“ASC Topic220**”),* *establishes standards for reporting and presentation of comprehensive income or loss and its components in a full set of general-purpose consolidated financial statements. The Company has chosen to report comprehensive income or loss in the statements of operations. Comprehensive income or loss is comprised of net income or loss and all changes to shareholders’ equity except those due to investments by owners and distributions to owners.

Income Taxes– The Company accounts for income taxes using the liability method in accordance with ASC Topic740, Accounting for Income Taxes(“ASC Topic740**”). ASC Topic740 requires an entity to recognize deferred tax liabilities and assets. Deferred tax assets and liabilities are recognized for the future tax consequence attributable to the difference between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, which will result in taxable or deductible amounts in future years. Further, the effects of enacted tax laws or rate changes are included as part of deferred tax expense or benefits in the period that covers the enactment date.

The calculation of tax liabilities involves dealing with uncertainties in the application of complex global tax regulations. The Company recognizes potential liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on its estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the Company determines the liabilities areno longer necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.

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, 2025and2024*, respectively.

F-11

Research and Development Costs– The Company incurred research and development costs of $384 and $392 during Fiscal2025 and2024, respectively, which were charged to operating expense as incurred.

Stock-based Compensation– The Company calculates compensation expense related to stock option awards made to employees and directors based on the fair value of stock-based awards on the date of grant. The Company determines the grant date fair value of our stock option awards using the Black-Scholes option pricing model and for awards without performance condition the related stock-based compensation is recognized over the period in which a participant is required to provide service in exchange for the stock-based award, which is generallyfour years. 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. 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 assumptions used in our option-pricing model represent management’s best estimates and are as follows:

Earnings per Share– Computation of basic earnings per share is conducted by dividing net income available to common shares (numerator) by the weighted average number of common shares outstanding (denominator) during a reporting period. Computation of diluted earnings per share gives effect to all dilutive potential common shares outstanding during a reporting period. In computing diluted earnings per share, the average market price of common shares for a reporting period is used in determining the number of shares assumed to be purchased from the exercise of stock options.

Fair Values of Financial Instruments– Carrying values of trade account receivables, accounts payable, accrued expense, and term deposits approximate their fair value due to their short-term maturities. Carrying values of the Company’s lines of credit and long-term debt are considered to approximate their fair value because the interest rates associated with the lines of credit and long-term debt are adjustable in accordance with market situations when the Company tries to borrow funds with similar terms and remaining maturities. See Note15 for detailed discussion of the fair value measurement of financial instruments.

ASC Topic820,** Fair Value Measurements and Disclosures(“ASC Topic820**”) 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. The financial assets and financial liabilities that require recognition under the guidance include available-for-sale investments, employee deferred compensation plan and foreign currency derivatives. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. As such, fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure. The hierarchy is broken down intothree levels based on the reliability of inputs as follows:

F-12

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. The Company generally doesnot require collateral. The Company believes that its credit policies donot result in significant adverse risk and historically it hasnot experienced significant credit related losses.

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. The Company would consolidate an investment that is determined to be a VIE if it was the primary beneficiary. The primary beneficiary of a VIE is determined by a primarily qualitative approach, whereby the variable interest holder, if any, has the power to direct the VIE’s most significant activities and is the primary beneficiary. A standard became effective and changed the method by which the primary beneficiary of a VIE is determined. Through a primarily qualitative approach, the variable interest holder who has the power to direct the VIE’s most significant activities is determined to be the primary beneficiary. To the extent that the investment doesnot qualify as VIE, the Company further assesses the existence of a controlling financial interest under a voting interest model to determine whether the investment should be consolidated.

Loan Receivables from Property Development Projects – The loan receivables from property development projects are classified as current assets, carried at face value, and are individually evaluated for impairment. The allowance for loan losses reflects management’s best estimate of probable losses determined principally on the basis of historical experience and specific allowances for known loan accounts. All loans or portions thereof deemed to be uncollectible or to require an excessive collection cost are written off to the allowance for losses.

Interest income on the loan receivables from property development projects are recognized on an accrual basis. Discounts and premiums on loans are amortized to income using the interest method over the remaining period to contractual maturity. The amortization of discounts into income is discontinued on loans that are contractually90 days past due or when collection of interest appears doubtful.

Contingent Liabilities – Certain conditions* mayexist as of the date the consolidated financial statements are issued, which mayresult in a loss to the Company, but which will only be resolved whenone* or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that* may*result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency isnot 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 thefirst quarter of fiscal2025, 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 fiscal2025, we report our financial performance based on our new segments described in Note14 – Segment Information. We have recast certain prior period amounts to conform to the way we internally manage and monitor segment performance during fiscal2025. This change primarily impacted Note14 – Segment Information, withno impact on consolidated net income or cash flows.

Loss contingencies considered remote are generallynot disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

2. ** NEW ACCOUNTING PRONOUNCEMENTS**

In* November 2023,the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")2023-07, Segment Reporting (Topic280*), Improvements to Reportable Segment Disclosures. The new guidance requires enhanced disclosures about significant segment expense. This standard update is effective for Company beginning in the fiscal year ending* June 30, 2025and interim period reports beginning in thefirst* quarter of the fiscal year ending* June 30, 2026.The Company has adopted this ASU for the fiscal year ending June 30, 2025.*

F-13

In* December 2023,the FASB issued ASU2023*-09,* Income Taxes* (Topic740),* Improvements to Income Tax Disclosures*. The new guidance requires enhanced disclosures about income tax expense. 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 donot* plan to early adopt and is currently evaluating the impact of this ASU on annual income tax disclosures.

In* November 2024,the FASB released ASUNo.* 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 donot 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 butnot yet effective until after* June 30, 2025* arenot expected to have a significant effect on the Company’s consolidated financial position or results of operations.

3. ** TERM DEPOSITS**

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. 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. 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 donot qualify as cash equivalents.

4. ** TRADE ACCOUNT RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES**

Accounts receivable are customer obligations due under normal trade terms. The Company performs continuing credit evaluations of its customers’ financial conditions, and although management generally doesnot require collateral, letters of credit* may*be required from the customers in certain circumstances.

The allowance for credit losses represent management’s expected credit losses in our trade receivables as of the date of the financial statements. The allowance provides for probable losses that have been identified with specific customer relationships and for probable losses believed to be inherent in the trade receivables, but that havenot been specifically identified. Based on the information available to us, management believed the allowance for credit losses as of* June 30, 2025and June 30, 2024* was adequate.

F-14

The following table represents the changes in the allowance for credit losses:

5. ** 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*.

The short-term loan receivables amounting to RMB 2,000, or approximately$279 arose due to TTCQ entering into a Memorandum Agreement with JiangHuai Property Development Co. Ltd. (“JiangHuai”) to invest in their property development projects (Project - Yu Jin Jiang An) located in Chongqing City, China in the fiscal year ended* June 30, 2011 (“Fiscal*2011”). 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 didnot generate other income from JiangHuai for Fiscal20**25. TTCQ is in the legal process of recovering the outstanding amount of approximately $279.

6. ** INVENTORIES**

Inventories consisted of the following:

F-15

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

7.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.*

F-16

Rental Property I - MaoYe

A lease agreement was entered into on* February 1, 2023for a period of4* years at a monthly rate of RMB15, or approximately $2. Pursuant to the agreement, monthly rental will increase by5% after thesecond year.

MaoYe property generated a rental income of $25 for both Fiscal2025 and2024, respectively.

Depreciation expense for MaoYe was $14 for both Fiscal2025 and2024, respectively.

Rental Property II - JiangHuai

During the year ended* June 30, 2010 (“Fiscal*2010”), TTCQ purchasedeight units of commercial property in Chongqing, China, from JiangHuai for RMB 3,600, or approximately $580. The title deeds for these properties hadnot been received by TTCQ since the entire project hadnot been completed by JiangHuai. JiangHuai is currently in liquidation and the local court had appointed a Management Company to manage the liquidation process and address claims from stakeholders. To expedite the resolution, TTCQ agreed to settle the claims through an asset exchange. The court directed the Management Company to engage athird-party valuer to assess the assets involved. Based on the valuation, the court determined that TTCQ would receive title deeds for5 shop units having a total area of547.67 m² in exchange of the claim made for the8 units without title deeds. In* July 2024,the court concluded that the value of these5* shop units was equivalent to the original purchase price of8 shop units of RMB 3,600 and issued a court order to process title deeds for thefive units in the name of TTCQ. The carrying value of the JiangHuai asset group as at* June 30, 2024was RMB 990. Applying the guidance in FASB Accounting Standards Codification ("ASC") Topic845,* 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 Fiscal2025 and2024, respectively.

Depreciation expense for JiangHuai was $25 for both Fiscal2025 and2024, respectively.

F-17

Rental Property III–** FuLi**

FuLi properties generated a rental income of $9 and $1 for Fiscal2025 and2024, respectively.

A lease agreement was entered into* October 10, 2024for a period offour* years at a monthly rate ofRMB9, or approximately $1. Pursuant to the agreement, monthly rental will increase by5% after thesecond year.

Depreciation expense for FuLi was $28 for both Fiscal2025 and2024, respectively.

Summary

Total rental income for all investment properties in China was $36 and $26 for Fiscal2025 and2024, respectively.

Depreciation expense for all investment properties in China was $67 for both Fiscal2025 and2024, respectively.

8. ** PROPERTY, PLANT AND EQUIPMENT**

Property, plant and equipment consisted of the following:

Depreciation and amortization expense for property, plant and equipment during Fiscal2025 and2024 was $1,285 and $2,898, respectively. Addition is inclusive of additions made from finance lease amount.

F-18

9. ** OTHER ASSETS**

Other assets consisted of the following:

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 Fiscal2017.* However, progress has stalled because the developer is currently reorganizing assets and renegotiating with the creditors to complete the project.

During thefourth quarter of Fiscal2021, the Company accrued an impairment charge of $1,580 related to the doubtful recovery of the down payment on property in the Singapore Themed Resort Project in Chongqing, 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.

F-19

10. ** LINES OF CREDIT**

The carrying value of the Company’s lines of credit approximates its fair value because the interest rates associated with the lines of credit are adjustable in accordance with market situations when the Company borrowed funds with similar terms and remaining maturities.

The Company’s credit rating provides it with readily and adequate access to funds in global markets.

As of* June 30, 2025*, the Company had certain lines of credit that are collateralized by restricted deposits.

As of* June 30, 2024*, the Company had certain lines of credit that are collateralized by restricted deposits.

11. ** ACCRUED EXPENSE**

Accrued expense consisted of the following:

F-20

12. ** ASSURANCE WARRANTY ACCRUAL**

The Company provides for the estimated costs that* maybe incurred under its warranty program at the time the sale is recorded. The warranty period of the products manufactured by the Company is generallyone* year or the warranty period agreed upon with the customer. The Company estimates the 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.

13. ** BANK LOANS PAYABLE**

F-21

Future minimum payments (excluding interest) as of* June 30, 2025*, were as follows:

Future minimum payments (excluding interest) as of* June 30, 2024*, were as follows:

14. ** COMMITMENTS AND CONTINGENCIES**

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

Deposits with banks arenot fully insured by the local government or agency and are consequently exposed to risk of loss. The Company believes that the probability of bank failure, causing loss to the Company, is remote.

The Company is, from time to time, the subject of litigation claims and assessments arising out of matters occurring in its normal business operations. In the opinion of management, resolution of these matters willnot have a material adverse effect on the Company’s consolidated financial statements.

15. ** FAIR VALUE OF FINANCIAL INSTRUMENTS**

In accordance with ASC Topic825 and820, the following presents assets and liabilities measured and carried at fair value and classified by level of fair value measurement hierarchy:

There wereno transfers between Levels1 and2 during the year ended* June 30, 2025*, or for the same period in the prior year.

Term deposits (Level2) – The carrying amount approximates fair value because of the short maturity of these instruments.

Restricted term deposits (Level2) – The carrying amount approximates fair value because of the short maturity of these instruments.

Lines of credit (Level3) – The carrying value of the lines of credit approximates fair value due to the short-term nature of the obligations.

Bank loans payable (Level3) – 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

16. ** CONCENTRATION OF CUSTOMERS**

During the years ended* June 30, 2025and2024*, the Company hadthree major customers that accounted for the following revenue and trade account receivables:

17. ** BUSINESS SEGMENTS**

ASC Topic280, 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 thefirst quarter of Fiscal2025, 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 Fiscal2025, 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 Fiscal2025.

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 Item1 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*. 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 Fiscal2025 and includes certain costs incurred at the corporate-level, including the cost of our stock compensation plans, salaries, insurance, professional expenses and directors' feesnot 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.

F-23

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:

Management periodically evaluates the ongoing contributions of each of its business segments to its current and future revenue and prospects. As a result, it* maydivestone* 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.

18. ** OTHER (EXPENSE) / INCOME**

Other (expense) / income consisted of the following:

F-24

19. ** GOVERNMENT GRANTS**

During Fiscal2025, 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 Fiscal2024, 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.

20. ** INCOME TAXES**

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

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

A reconciliation of income tax benefit compared to the amount of income tax expense that would result by applying the U.S. federal statutory income tax rate to pre-tax income is as follows:

F-25

The provision for income taxes has been determined based upon the tax laws and rates in the countries in which we operate. The Company is subject to income taxes in the U.S. and numerous foreign jurisdictions. Significant judgment is required in determining the provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws.

Due to the enactment of Tax Cuts and Jobs Act, the Company is subject to a tax on global intangible low-taxed income*(“GILTI”). GILTI is a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. Companies subject to GILTI have the option to account for the GILTI tax as a period cost if and when incurred, or to recognize deferred taxes for temporary differences including outside basis differences expected to reverse as GILTI. 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 hadno 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 thannot that some portion or all of the deferred tax assets willnot be realized. 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. Based on these criteria, management believes it is more likely thannot the Company willnot realize the benefits of the federal, state, and foreign deductible differences. Accordingly, a valuation allowance has been established against deferred tax assets recorded in the US and various foreign jurisdictions.

Temporary differences that give rise to a significant portion of deferred tax assets and deferred tax liabilities are as follows:

F-26

The valuation allowance increased by $61 in Fiscal2025 and decreased by $37 in Fiscal2024.

At* June 30, 2025*, the Company hadno federal net operating loss carry-forward and had state net operating loss carry-forward of $2,384, which expire through2034. These carryovers* maybe subject to limitations under I.R.C. Section382.* In assessing the ability to realize the deferred tax assets, management considers whether it is more likely thannot that some portion or all of the deferred tax assets willnot 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. 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 thannot the Company willnot realize the benefits of the federal, state, and foreign deductible differences. Accordingly, a valuation allowance has been established against deferred tax assets recorded in the US and various foreign jurisdictions.

Generally, U.S. federal, state, and foreign authorities* mayexamine the Company’s tax returns forthree* years,four years, andfive years, respectively, from the date an income tax return is filed. 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. Foreign tax authorities are currently conducting audits of our subsidiaries in Malaysia and China.

21. ** REVENUE**

The Company generates revenue primarily from SBS and IE, it'stwo 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. 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 ofthird parties, such as sales taxes. The revenues are recognized as separate performance obligations that are satisfied by transferring control of the product or service to the customer.

Significant Judgments

The Company’s arrangements with its customers include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. A product or service is considered distinct if it is separately identifiable from other deliverables in the arrangement and if a customer can benefit from it on its own or with other resources that are readily available to the customer.

The Company allocates the transaction price to each performance obligation on a relative standalone selling price basis (“SSP”). Determining the SSP for each distinct performance obligation and allocation of consideration from an arrangement to the individual performance obligations and the appropriate timing of revenue recognition are significant judgments with respect to these arrangements. The Company typically establishes the SSP based on observable prices of products or services sold separately in comparable circumstances to similar clients. The Company* may*estimate SSP by considering internal costs, profit objectives and pricing practices in certain circumstances.

Warranties, discounts and allowances are estimated using historical and recent data trends. The Company includes estimates in the transaction price only to the extent that a significant reversal of revenue isnot probable in subsequent periods. The Company’s products and services are generallynot sold with a right of return, nor has the Company experienced significant returns from or refunds to its customers.

F-27

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. 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 ofthird 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. The Company uses judgment to evaluate whether the control has transferred by considering several indicators, including whether:

Not all indicators need to be met for the Company to conclude that control has transferred to the customer. 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 the equipment sales type include a12-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. The Company has concluded that the warranty provided for standard products are assurance type warranties and arenot separate performance obligations.

Customized products are generally more complex and, as a result,* may*contain unforeseen faults that could lead to additional costs for us, including increased servicing or the need to provide product modifications. Warranty provided for customized products are service warranties and are separate performance obligations. Transaction prices are allocated to this performance obligation using cost plus method. 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.*

Services

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. The Company primarily derives testing revenue from burn-in services, manpower supply and other associated services. SSP is directly observable from the sales orders. Revenue is allocated to performance obligations satisfied at a point in time depending upon terms of the sales order. Generally, there isno other performance obligation other than what has been stated inside the sales order for each of these sales.

Terms of contract that* mayindicate potential variable consideration include warranty, late delivery penalty and reimbursement to solve non-conformance issues for rejected products. Based on historical and recent data trends, it is concluded that these terms of the contract donot* represent potential variable consideration. The transaction price isnot contingent on the occurrence of any future event.

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.*

F-28

Contract Balances

The timing of revenue recognition, billings and collections* mayresult in billed accounts receivable, unbilled receivables, contract assets, customer advances, deposits and contract liabilities. The Company’s payment terms and conditions vary by contract type, although terms generally include a requirement of payment of70%* to90% of total contract consideration within30 to60 days of shipment with the remainder payable within30 days of acceptance. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally donot include a significant financing component.

The following table is the reconciliation of contract balances.

The Company had$nil and $47 remaining performance obligations, which represents our obligation to deliver products and services as of* June 30, 2025and2024.*

Practical Expedients

The Company applies the following practical expedients:

Costs to obtain a contract arenot material, and the Company generally expenses such costs as incurred because the amortization period isone year or less.

F-29

22. ** EARNINGS PER SHARE**

The Company follows ASC Topic260, Earnings Per Share. Basic earnings per share (“EPS”) are computed by dividing net income available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS give effect to all dilutive potential common shares outstanding during a period. In computing diluted EPS, the average price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options and warrants.

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*. 82,467 stock options were excluded in the computation of diluted EPS for Fiscal2025 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 Fiscal2024 because they were anti-dilutive.

The following table is a reconciliation of the weighted average shares used in the computation of basic and diluted EPS for the years presented herein:

( 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.

F-30

23. ** STOCK OPTIONS**

On* September 14, 2017,the Company’s Board of Directors unanimously adopted the2017* Employee Stock Option Plan (the “2017 Employee Plan”) and the2017 Directors Equity Incentive Plan (the “2017 Directors Plan”) each of which was approved by the shareholders on* December 4, 2017.*

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:

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, 2025and2024* respectively. The observation period covered is consistent with the expected life of the options. The expected life of the options granted to employees has been determined utilizing the “simplified” method as prescribed by ASC Topic718 Stock Based Compensation, which, among other provisions, allows companies whose historical share option exercise experience doesnot provide a reasonable basis upon which to estimate expected term, to use a simplified approach for estimating the expected life of a “plain vanilla” option grant. The simplified rule for estimating the expected life of such an option is the average of the time to vesting and the full term of the option. The risk-free rate is consistent with the expected life of the stock options and is based on the United States Treasury yield curve in effect at the time of grant.

2017 Employee Stock Option Plan

The Company’s2017 Employee Plan permits the grant of stock options to its employees covering up to an aggregate of 300,000 shares of common stock. In* December 2021,the Company’s Board of Directors approved an amendment to the2017* Employee Plan to increase the shares covered thereby from 300,000 shares to an aggregate of 600,000 shares, which amendment was approved by the Company’s shareholders at the annual meeting held in* December 2021.*

Under the2017 Employee Plan, all options must be granted with an exercise price ofno less than fair value as of the grant date and the options granted must be exercisable within a maximum often years after the date of grant, or such lesser period of time as is set forth in the stock option agreements. The options* maybe exercisable (a) immediately as of the effective date of the stock option agreement granting the option, or (b) in accordance with a schedule related to the date of the grant of the option, the date offirst* employment, or such other date as* maybe set by the Compensation Committee. Generally, options granted under the2017* Employee Plan are exercisable within five years after the date of grant and vest over the period as follows:25% vesting on the grant date and the remaining balance vesting in equal installments on the nextthree succeeding anniversaries of the grant date. The share-based compensation will be recognized in terms of the grade method on a straight-line basis for each separately vesting portion of the award. Certain option awards provide for accelerated vesting if there is a change in control (as defined in the2017 Employee Plan).

During the year ended* June 30, 2025*, the Company granted options to purchase 80,000 shares of its common stock to employees pursuant to the2017 Employee Plan, with a weighted average grant-date fair value of $6.20.

During the year ended* June 30, 2024*, the Company granted options to purchase 122,500 shares of its common stock to employees pursuant to the2017 Employee Plan, with a weighted average grant-date fair value of $4.94.

There were 2,500 stock options exercised under the2017 Employee Plan during the year ended* June 30, 2025*. The Company recognized stock-based compensation expense of $244 in the year ended* June 30, 2025* under the2017 Employee Plan. The balance of unamortized stock-based compensation of $173 based on fair value on the grant date related to options granted under the2017 Employee Plan is to be recognized over a period of 3 years. The weighted average remaining contractual term for non-vested options outstanding under the2017 Employee Plan was 1.69 years.

F-31

There were 64,625 stock options exercised under the2017 Employee Plan during the year ended* June 30, 2024*. The Company recognized stock-based compensation expense of $246 in the year ended* June 30, 2024* under the2017 Employee Plan. The balance of unamortized stock-based compensation of $196 based on fair value on the grant date related to options granted under the2017 Employee Plan is to be recognized over a period of 3 years. The weighted average remaining contractual term for non-vested options outstanding under the2017 Employee Plan was 2.01 years.

As of* June 30, 2025*, there were vested employee stock options granted under the2017 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 the2017 Employee Plan as of* June 30, 2025*, was $1,179.

As of* June 30, 2024*, there were vested employee stock options granted under the2017 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 the2017 Employee Plan as of* June 30, 2024*, was $759.

A summary of option activities under the2017 Employee Plan during the years ended* June 30, 2025and2024*, is presented as follows:

A summary of the status of the Company’s non-vested employee stock options during the years ended* June 30, 2025and2024*, is presented below:

F-32

2017 Directors Equity Incentive Plan

The2017 Directors Plan permits the grant of options to its directors in the form of non-qualified options and restricted stock, and initially covered up to an aggregate of 300,000 shares of common stock. In* September 2020,the Company’s Board of Directors approved an amendment to the2017* Directors Plan to increase the shares covered thereby from 300,000 shares to an aggregate of 600,000 shares, which amendment was approved by the Company’s shareholders at the annual meeting held in* December 2020.In October 2023,the Company’s Board of Directors approved an amendment to the2017* Directors Plan to increase the shares covered thereby from 600,000 shares to an aggregate of 900,000 shares, which amendment was approved by the Company’s shareholders at the annual meeting held in* December 2023.*

Under the2017 Directors Plan, the exercise price of the non-qualified options is required to be100% of the fair value of the underlying shares on the grant date. The options have five-year contractual terms and are exercisable immediately as of the grant date.

During the year ended* June 30, 2025*, the Company granted options to purchase 100,000 shares of its common stock to directors pursuant to the2017 Directors Plan, with an exercise price equal to the fair market value of common stock (as defined under the2017 Directors Plan in conformity with Regulation409A or the Internal Revenue Code of1986, 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.

During the year ended* June 30, 2024*, the Company granted options to purchase 100,000 shares of its common stock to directors pursuant to the2017 Directors Plan, with an exercise price equal to the fair market value of common stock (as defined under the2017 Directors Plan in conformity with Regulation409A or the Internal Revenue Code of1986, as amended) at the date of grant, and a fair value of approximately $220, based on the fair value of $2.20 per share determined by the Black-Scholes option pricing model.

As all stock options granted under the2017 Directors Plan vest immediately on the date of grant, there wereno unvested stock options granted under the2017 Directors Plan as of* June 30, 2025and June 30, 2024*.

There were 60,000 stock options exercised under the2017 Directors Plan during the year ended* June 30, 2025*. The Company recognized stock-based compensation expense of $204 in the year ended* June 30, 2025* under the2017 Directors Plan.

There were 89,000 stock options exercised under the2017 Directors Plan during the year ended* June 30, 2024*. The Company recognized stock-based compensation expense of $220 in the year ended* June 30, 2024* under the2017 Directors Plan.

A summary of option activities under the2017 Directors Plan during the years ended* June 30, 2025and2024*, is presented as follows:

F-33

24. LEASES

Company as Lessor

Operating leases under which the Company is the lessor arise from leasing the Company’s commercial real estate investment property tothird parties. Initial lease terms generally range from 12 to 48 months. 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 $67 and $66 for the years ended* June 30, 2025and2024*, respectively.

Future minimum rental income in China and Thailand to be received from Fiscal2026 to the fiscal year ended* June 30, 2029 (“Fiscal2029”) 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, 2027on non-cancellable operating leases, and is contractually due as of June 30, 2024*, as follows:

F-34

Company as Lessee

The Company is the lessee under operating leases for corporate offices and research and development facilities with remaining lease terms ofone year tofour years and finance leases for plant and equipment.

Supplemental balance sheet information related to leases was as follows (in thousands):

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

F-35

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

As of* June 30, 2024*, future minimum lease payments under finance leases and noncancelable operating leases were as follows:

F-36

25. ** NON-CONTROLLING INTEREST**

In accordance with the provisions of ASC Topic810, the Company has classified the non-controlling interest as a component of stockholders’ equity in the accompanying consolidated balance sheets. Additionally, the Company has presented the net income attributable to the Company and the non-controlling ownership interests separately in the accompanying consolidated financial statements.

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.

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 owned51%* 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:

26. 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 oftwo 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.

27. ** SUBSEQUENT EVENT**

On* September 17, 2025,the Company and Lodestar Enterprise Sdn. Bhd. (“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. Bhd. owned by Lodestar andnot* 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 thatno additional subsequent events occurred that were reasonably expected to impact the consolidated financial statements presented herein.