TRIO-TECH INTERNATIONAL

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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October 26, 2026

Letter to Shareholders

Dear Fellow Shareholders,

Fiscal 2026 was a year of significant growth and strategic progress for Trio-Tech International.

We achieved a 72% increase in total revenue to $62.6 million, driven primarily by strong demand for semiconductor reliability testing services, including AI chip testing. Revenue from our Semiconductor Back-End Solutions (SBS) segment nearly doubled to $49.0 million, reflecting growing customer demand for advanced testing and burn-in capabilities throughout Southeast Asia.

During fiscal 2026, we also completed a two-for-one stock split intended to make our shares more accessible to a broader range of investors. Our focus remains on creating long-term shareholder value through business growth, improved profitability and disciplined capital allocation.

Our growth reflects strong market demand and the investments we have made over time in technology, capacity and customer relationships. As semiconductor devices become more complex and are deployed in increasingly demanding applications, reliability testing and production burn-in are becoming even more critical. We believe Trio-Tech is well positioned to benefit from these trends across AI, high-performance computing, automotive and other advanced semiconductor markets.

As we enter fiscal 2027, a key priority is to translate our expanded revenue base, growing backlog, and capacity investments into higher gross profit dollars and improved operating profitability. We remain focused on carefully managing our cost structure while supporting the growth opportunities ahead.

We also continued to broaden our business beyond any single application or customer program. Following fiscal year-end, we announced a three-year production burn-in contract with a new global integrated device manufacturer for a major electric vehicle semiconductor application. More recently, we announced a separate three-year burn-in equipment contract that expands a longstanding customer relationship spanning multiple geographies and includes provisions for potential extension beyond the initial term. Together, these agreements are expected to contribute recurring revenue over their initial three-year terms, strengthen our portfolio of long-term customer engagements and demonstrate our ability to support customers across their global operations.

Financial and Operating Review

Fiscal 2026 revenue increased to $62.6 million, up from $36.5 million in fiscal 2025. SBS revenue increased 99% to $49.0 million, while Industrial Electronics (IE) revenue increased 15% to $13.6 million.

Gross profit increased to $10.4 million from $9.1 million, while gross margin declined to 17% from 25%. The decline primarily reflected a higher mix of lower-margin, high-volume testing services, as well as investments in people, equipment and capacity to support higher business activity. Importantly, gross margin improved sequentially to approximately 19% in the fourth quarter from 16% in the third quarter, even as quarterly revenue moderated from the exceptionally strong third-quarter level.

For the full year, we reported an operating loss of $204,000, compared with operating income of $254,000 in fiscal 2025. The year-over-year change primarily reflected higher general and administrative expenses tied to increased corporate activity, including stock-based compensation and certain costs related to initiatives undertaken during the year. We are focused on carefully managing these expenses and improving operating leverage as the business scales.

While reported profitability has not yet reflected the magnitude of our revenue growth, cash generation improved substantially. Net cash provided by operating activities rose to $3.4 million, up from $0.4 million in fiscal 2025. We believe the combination of increasing gross profit dollars, improving cash generation, and disciplined expense management provides a foundation for stronger operating performance as we move through fiscal 2027.

Fourth-quarter revenue declined sequentially from the third quarter primarily because of the timing of customer programs and shipments, rather than a change in the underlying demand environment. Our year-end backlog and recent order activity support our view that demand remains healthy.

We ended fiscal 2026 with a total backlog of $24.2 million, more than double the $11.0 million reported a year earlier. SBS backlog was approximately $19.8 million, providing improved visibility as we entered fiscal 2027. Our focus now is on executing against this backlog, converting customer programs into revenue, and maintaining the service levels and technical capabilities required to support additional opportunities.

Our balance sheet also strengthened considerably. We ended the year with $21.4 million in cash and cash equivalents and approximately $28.5 million in total cash, short-term deposits, and restricted deposits. Working capital increased by 27% to $32.2 million. In April, we completed a registered direct offering of approximately $10 million, further enhancing our financial flexibility to invest selectively in capacity, technology, and other growth opportunities.

Strategic Priorities

Looking ahead, we are focused on four key priorities.

Scaling Semiconductor Back-End Solutions

We continue to invest in our Semiconductor Back-End Solutions business across testing services, burn-in systems and burn-in boards. Our priorities include expanding production capacity, strengthening engineering capabilities and meeting increasingly demanding semiconductor reliability requirements across AI, high-performance computing and automotive applications. In Malaysia, our expanded footprint includes approximately 104,000 square feet of additional space in Perai, Penang, to support growing customer demand. These investments build on our established regional operations and strengthen our ability to deliver testing services and equipment solutions. We intend to phase these investments in line with customer demand and committed programs, with careful attention to utilization, costs and returns.

Expanding Our Position in AI and Advanced Computing

AI-related semiconductor testing was a key driver of our fiscal 2026 growth across both testing services and burn-in solutions. As high-performance semiconductor devices become more complex, power-intensive and costly, reliability requirements continue to rise, increasing the need for advanced production testing as well as sophisticated burn-in boards and systems.

In fiscal 2026, we expanded our capabilities to support next-generation AI processors, including demanding GPU applications. We believe our combination of technical expertise, regional testing capacity, established footprint, and longstanding customer relationships positions Trio-Tech to capture additional opportunities as AI and advanced computing programs move into higher-volume production.

Building Our Automotive Semiconductor Business

Our recently announced three-year EV semiconductor burn-in contract marks another meaningful step in our automotive strategy. This award, our second EV semiconductor production burn-in customer, expands our customer base and provides multiyear revenue visibility. We believe automotive applications represent an attractive long-term growth opportunity as semiconductor content per vehicle continues to increase.

Growing and Diversifying Industrial Electronics

IE revenue increased 15% in fiscal 2026, driven by stronger aerospace-related product sales and growth in our distribution business. Activity has remained encouraging as we enter fiscal 2027, with IE bookings totaling approximately $5.3 million in the first quarter. We continue to see opportunities to broaden the segment across industrial, commercial and aerospace end markets. We are also expanding into new markets, including data center and industrial energy-efficiency applications, with the introduction of an equipment solution designed to improve cooling-tower efficiency while reducing water and energy consumption and environmental waste.

Our Outlook

We enter fiscal 2027 with significantly greater scale, a substantially larger backlog and a stronger financial position than a year ago. Semiconductor supply chains continue to evolve, with customers placing greater emphasis on resilience, geographic diversification and access to reliable testing capacity. Southeast Asia remains an increasingly important part of the semiconductor supply chain, and Trio-Tech's established presence in Malaysia, Singapore, and Thailand provides a strong foundation to serve both existing and new customers.

At the same time, our opportunity set is broadening. AI and high-performance computing continue to drive semiconductor complexity and reliability requirements, while our growing presence in EV semiconductor burn-in demonstrates the applicability of our capabilities across additional high-growth markets.

Our objective in fiscal 2027 is not simply to grow revenue. We are focused on converting our higher revenue base and backlog into increased gross profit dollars, improving operating leverage and delivering stronger profitability. This will require disciplined execution, careful management of our operating expenses and thoughtful deployment of the additional capacity we are bringing online.

We recognize that the semiconductor industry remains cyclical and that customer timing, product cycles and broader economic conditions can affect quarterly results. We therefore remain committed to disciplined, demand-driven capital allocation and careful management of our operating cost structure.

Our priorities are clear: support our customers, execute on the opportunities already in front of us, convert our growing backlog into revenue, selectively expand capacity and capabilities, and translate our increased scale into stronger profitability and cash generation.

Appreciation

On behalf of the Board of Directors and our leadership team, I want to thank our employees for their hard work and commitment, our customers for their continued trust, and you, our shareholders, for your continued support.

Fiscal 2026 demonstrated our ability to grow substantially when our capabilities, customer relationships and market opportunities align. As we enter fiscal 2027, our focus is on building on that growth while improving profitability, generating sustainable cash flow and creating long-term shareholder value.

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 8, 2026

NOTICE IS HEREBY GIVEN that the 2026 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 8, 2026 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 19, 2026 (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, 2026 (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, 2026. 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.

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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

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December 8, 2026:

The Proxy Statement and our 2026 Annual Report to Shareholders are available at

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