TRIO-TECH INTERNATIONAL

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(RULE 14a-101)

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TRIO-TECH INTERNATIONAL

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[October 28, 2025]

Letter to Shareholders

Dear Fellow Shareholders,

Fiscal 2025 was a year of both challenge and resilience for Trio-Tech International. We navigated a period marked by the cyclicality of the semiconductor industry, trade-related headwinds, and unfavorable foreign exchange movements. Despite these pressures, we achieved year-over-year revenue growth in the fourth quarter and delivered profitability, driven by strong momentum in our Industrial Electronics (IE) segment. IE revenue grew 70% compared to the prior year, fueled by demand and diversification into both existing and new end markets. This performance highlights the opportunity for IE to play an increasingly significant role as a growth engine for the Company.

Although our Semiconductor Back-End Solutions (SBS) revenues faced challenges due to industry cyclicality and trade-related issues, we encouragingly saw resilience from our operations in Singapore, Malaysia, and Thailand, as customers began shifting toward alternative geographies for testing solutions.

Financial and Operating Review

Gross margins remained steady at 25%, reflecting both improvements in product mix and careful financial management. Excluding the negative impact from foreign exchange movements of $671,000, Trio-Tech would have achieved full-year profitability of $630,000, highlighting the strength of our operations, disciplined cost management, and improved product mix. Importantly, we also significantly reduced liabilities during the year and increased our working capital by 11%, further strengthening our ability to support growth and navigate ongoing volatility. These results highlight the flexibility of our business model and the loyalty of our customers.

Our balance sheet remains strong, with $19.5 million in cash and deposits. This financial flexibility allows us to invest selectively in growth opportunities and withstand short-term industry challenges.

Strategic Priorities

Looking ahead, we are focusing on three priorities:

Stabilizing and Growing SBS – While demand in China remains unpredictable, we see opportunities to expand market share throughout Southeast Asia, where we have a strong presence and trusted customer relationships.

Expanding Industrial Electronics – With IE momentum building, including growth in the touchscreen market and diversification into the aerospace sales channel, the segment is demonstrating its ability to serve as a growth engine for the Company. These efforts are broadening our customer base and strengthening the Company’s position in new and resilient end markets.

Disciplined Capital Allocation – Supported by a strong balance sheet and reduced liabilities, we remain committed to pursuing selective growth opportunities while maintaining our conservative financial management.

Our Outlook

The global semiconductor industry is undergoing a strategic transformation, as supply chains shift from cost optimization toward resilience amid tariffs and escalating geopolitical tensions. With Malaysia and Thailand emerging as critical hubs for backend testing and packaging, Trio-Tech is uniquely positioned to capitalize on this transition. Our longstanding relationships with leading semiconductor players—built on trust, reliability, and shared value—provide us with deep insight into their evolving needs, while our regional expertise and proven capabilities ensure we can deliver high-impact services.

While semiconductor demand is expected to remain volatile, particularly in China, we are confident that our customer engagement, strategic partnerships, and expanding IE business position Trio-Tech for sustainable, long-term growth. Our focus on resilience, adaptability, and targeted demand opportunities strengthens our confidence in the Company’s future prospects.

Appreciation

On behalf of the Board of Directors and our leadership team, I want to thank our employees for their dedication, our customers for their trust, and you, our shareholders, for your ongoing support. We remain committed to creating long-term value and look forward to updating you on our progress in fiscal year 2026.

Sincerely,

/s/ Yong Siew Wai

Yong Siew Wai

Chairman and Chief Executive Officer

Trio-Tech International

Block 1008 Toa Payoh North, Unit 03-09

Singapore 318996, Singapore

Tel. (65) 6265 3300

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held On December 10, 2025

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Trio‑Tech International, a California corporation (the “Company”), will be held in person at our U.S. corporate office, located at 16139 Wyandotte Street, Van Nuys, California 91406, on December 10, 2025 at 10:00 A.M. Pacific Standard Time, for the following purposes, as set forth in the attached proxy statement (the “Proxy Statement”):

The Board of Directors of the Company (the “Board of Directors” or the “Board”) has fixed the close of business on October 21, 2025 (the “Record Date”) as the record date for determining the shareholders entitled to notice of and to vote at the Annual Meeting and any adjournment and postponements thereof.

The Securities and Exchange Commission permits proxy materials to be furnished over the Internet rather than in paper form. Accordingly, most shareholders will receive a notice (the "Notice") regarding the availability of the Proxy Statement, Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (the “Annual Report”), and other proxy materials (collectively, the “Materials”) via the Internet. This electronic process provides fast, convenient access to the Materials, reduces the impact on the environment and reduces our printing and mailing costs. If you received a Notice by mail, you will not receive a printed copy of the Materials in the mail. The Notice instructs you on how to access and review all of the important information contained in the Materials. The Notice also instructs you on how you may submit your vote over the Internet. If you would like to receive a printed copy of the Materials, please follow the instructions for requesting such materials included in the Notice. The Proxy Statement and this Notice are expected to be first sent or given to shareholders on or about October 28, 2025. The Proxy Statement and the Annual Report are both available on the Internet at: https://www.triotech.com/investor-relations/.

Whether you plan to attend the Annual Meeting or not, please vote by telephone or electronically via the Internet. Alternatively, if you received a paper copy, you may sign, and date the enclosed proxy card and return it without delay in the enclosed postage-prepaid envelope. If you do attend the Annual Meeting, you may withdraw your proxy and vote personally on each matter brought before the Annual Meeting.

IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO VOTE PROMPTLY OVER THE INTERNET, BY TELEPHONE, OR IF YOU REQUESTED TO RECEIVE PRINTED PROXY MATERIALS, BY MAILING A PROXY OR VOTING INSTRUCTION CARD IN THE ENCLOSED POSTAGE-PREPAID RETURN ENVELOPE TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING.

THANK YOU FOR ACTING PROMPTLY

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on

December 10, 2025:

The Proxy Statement and our 2025 Annual Report to Shareholders are available at

https://www.triotech.com/investor-relations/****, which does not have“cookies”** that identify visitors to the site.**