Financial Analysis

14. COMMITMENTS AND CONTINGENCIES The Company has capital commitments for capital expenditure amounting t o $16 as at June 30, 2025 , as compared to capital commitment of $65 as at June 30, 2024 . Deposits with banks are not fully insured by the local government or agency and are consequently exposed to risk of loss. 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 will not have a material adverse effect on the Companys consolidated financial statements. …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

13. BANK LOANS PAYABLE June 30, June 30, 2025 2024 Note payable denominated in the Malaysian Ringgit for expansion plans in Malaysia, maturing in July 2028, bearing interest at the banks prime rate less 2.00 % ( 4.85 % for both June 30, 2025 and 2024) per annum, with monthly payments of principal plus interest through July 2028, collateralized by the acquired building with a carrying value of $ 2,351 and $ 2,149 , as of June 30, 2025 and 2024 respectively. $ 508 $ 596 Financing arrangement at fixed interest rate 3.2 % per annum, with monthly payments of principal plus interest through July 2025. 4 44 Financing arrangement at fixed interest rate 3.0 % per annum, with monthly payments of principal plus interest through December 2026. 85 124 Financing arrangement at fixed interest rate 3.0 % per annum, with monthly payments of principal plus interest through August 2027. 87 110 Total bank loans payable $ 684 $ 874 Current portion of bank loans payable 225 235 Currency translation effect on current portion of bank loans 31 26 Current portion of bank loans payable 256 261 Long-term portion of bank loans payable 368 591 Currency translation effect on long-term portion of bank loans 60 22 Long-term portion of bank loans payable $ 428 $ 613 Future minimum payments (excluding interest) as of June 30, 2025 , were as follows: 2026 $ 256 2027 236 2028 181 2029 11 Total obligations and commitments $ 684 Future minimum payments (excluding interest) as of June 30, 2024 , were as follows: 20 …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

23. STOCK OPTIONS On September 14, 2017, the Companys Board of Directors unanimously adopted the 2017 Employee Stock Option Plan (the 2017 Employee Plan ) and the 2017 Directors Equity Incentive Plan (the 2017 Directors Plan ) each of which was approved by the shareholders on December 4, 2017. Assumptions The fair value for the stock options granted to both employees and directors was estimated using the Black-Scholes option pricing model with the following weighted average assumptions, assuming: An expected life varying from 2.50 to 3.25 years, calculated in accordance with the guidance provided in SEC Staff bulletin No. 110 for plain vanilla options using the simplified method, since the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. A risk-free interest rate varying from 0.11% to 4.59% ( 2024 : 0.20% to 4.59%); No expected dividend payments and; Expected volatility of 46.0% to 73.9% ( 2024 : 47.3% to 72.2 %). The expected volatilities are based on the historical volatility of the Companys common stock. Due to higher volatility, the observation was made on a daily basis for the 12 months ended June 30, 2025 and 2024 respectively. The observation period covered is consistent with the expected life of the options. The expected life of the options granted to employees has been determined utilizing the simplified method as prescribed by ASC Topic 718 Stock Based Compensation , which, among other prov …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

15. FAIR VALUE OF FINANCIAL INSTRUMENTS In accordance with ASC Topic 825 and 820, the following presents assets and liabilities measured and carried at fair value and classified by level of fair value measurement hierarchy: There were no transfers between Levels 1 and 2 during the year ended June 30, 2025 , or for the same period in the prior year. Term deposits (Level 2 ) The carrying amount approximates fair value because of the short maturity of these instruments. Restricted term deposits (Level 2 ) The carrying amount approximates fair value because of the short maturity of these instruments. Lines of credit (Level 3 ) The carrying value of the lines of credit approximates fair value due to the short-term nature of the obligations. Bank loans payable (Level 3 ) The carrying value of the Companys 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. …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

20. INCOME TAXES (Loss) / Income before provision for income taxes consists of the following: For the Year Ended June 30, 2025 2024 United States (642 ) (539 ) International 815 2,168 Total $ 173 $ 1,629 The components of the provision for income taxes are as follows: For the Year Ended June 30, 2025 2024 Current: Federal $ (25 ) $ 76 State 5 2 Foreign 141 442 $ 121 $ 520 Deferred: Foreign 47 (34 ) Total $ 168 $ 486 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: For the Year Ended June 30, 2025 2024 Statutory federal tax rate 21.00 % 21.00 % State taxes, net of federal benefit 0.11 0.75 Permanent items and credits 126.63 11.04 Foreign rate differential (52.40 ) (4.23 ) Tax true-ups and adjustments 14.27 - Other 12.28 0.34 Changes in valuation allowance 14.70 0.93 Effective rate 136.59 % 29.83 % The provision for income taxes has been determined based upon the tax laws and rates in the countries in which we operate. 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 ( GIL …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

21. REVENUE The Company generates revenue primarily from SBS and IE, it's two reporting segments. The Company accounts for a contract with a customer when there is approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Companys revenues are measured based on consideration stipulated in the arrangement with each customer, net of any sales incentives and amounts collected on behalf of third parties, such as sales taxes. The revenues are recognized as separate performance obligations that are satisfied by transferring control of the product or service to the customer. Significant Judgments The Companys 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 rev …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

"17. BUSINESS SEGMENTS ASC Topic 280, Segment Reporting , establishes standards for reporting information about operating segments. Operating segments are defined as components of a reporting entity, the operating results of which are reviewed regularly by the chief operating decision maker ( CODM ) to make decisions about resource allocation and to assess performance. Our CODM is our Chief Executive Officer. In response to changes in our business strategy in an effort to better align with our focus areas and to streamline operations, during the first quarter of Fiscal 2025, our CODM requested changes in the information that he regularly reviews for purposes of allocating resources and assessing performance. As a result, we have updated our reporting and beginning in Fiscal 2025, we report our financial performance based on our new segments, SBS and IE, and analyze gross profit and operating income as the measure of segment profitability. We have recast certain prior period amounts to conform to the way we internally manage and monitor segment performance during Fiscal 2025. Our operating businesses are organized based on the nature of markets. The SBS segment comprises our core semiconductor back-end equipment manufacturing and testing operations that serve the semiconductor industry. Our value-added distribution business, along with our services and equipment manufacturing operations that serve various industries are being reported together in our IE segment. A detailed des …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

26. STOCK REPURCHASE PROGRAM On May 8, 2025 , the Companys Board of Directors authorized a share repurchase program under which the Company may repurchase up to $1 million of its issued and outstanding common stock over a period of two years. Any and all share repurchase transactions are subject to market condition and applicable legal requirements. As of June 30, 2025, $1 million remained available for repurchases under our repurchase program. …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

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 and not already owned by Trio-Tech Singapore (the Acquisition ). The Acquisition is subject to conditions to closing, including approval of the Acquisition by the Ministry of Investment, Trade and Industry in Malaysia. The purchase price for the Acquisition is RM14,200 payable in cash, or approximately $3,357 USD. Upon consummation of the Acquisition, the Company will indirectly through Trio-Tech Singapore own 100% of the share capital of Trio-Tech Malaysia. Other than as set forth above, the Company evaluated subsequent events for their potential impact on the consolidated financial statements and disclosures through the date the consolidated financial statements were issued and determined that no additional subsequent events occurred that were reasonably expected to impact the consolidated financial statements presented herein. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing