UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

OR

For the Financial Year Ended December 31, 2025

OR

OR

Commission File Number: 001-42381

INNEOVA Holdings Limited

(Exact name of Registrant as specified in its charter)

Cayman Islands

(Jurisdiction of incorporation or organization)

14 Ang Mo Kio Street 63

Singapore 569116

(Address of principal executive offices)

Mr. Neo Chin Heng, Chief Executive Officer and Executive Director

Telephone: +65 6383 7540

At the address of the Company set forth above

(Name, Telephone, email and/or fax number and address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

16,527,249 Ordinary Shares, US$0.0005 per share, at December 31, 2025

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.

Yes ☐ No ☒

If the report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15D of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow:

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

Yes ☐ No ☒

TABLE OF CONTENTS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 20-F contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Industry Overview” and “Business.” These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words or phrases such as “believe”, “plan”, “expect”, “intend”, “should”, “seek”, “estimate”, “will”, “aim” and “anticipate”, or other similar expressions, but these are not the exclusive means of identifying such statements. All statements other than statements of historical facts included in this document, including those regarding future financial position and results, business strategy, plans and objectives of management for future operations (including development plans and dividends) and statements on future industry growth are forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we will file with the SEC, other information sent to our shareholders and other written materials.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Risk Factors” and the following:

FINANCIAL STATEMENTS AND CURRENCY PRESENTATION

Basis of Presentation

Unless otherwise indicated, all financial information contained in this Annual Report is prepared and presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP” or “GAAP”).

Certain amounts, percentages and other figures included in this Annual Report have been subject to rounding adjustments. Accordingly, amounts, percentages and other figures shown as totals in certain tables or charts may not be the arithmetic aggregation of those that precede them, and amounts and figures expressed as percentages in the text may not total 100% or, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

Financial Information in U.S. Dollars

Our reporting currency is the United States Dollar. This Form 20-F also contains translations of certain foreign currency amounts into United States Dollars for the convenience of the reader. Unless otherwise stated, all translations of Singapore dollars into U.S. dollars were made at S$1.2842 to $1.00 for December 31, 2025 amounts, S$1.3581 to $1.00 for December 31, 2024 amounts and S$1.3434 to $1.00 for December 31, 2023 amounts, in accordance with our internal exchange rate. We make no representation that the Singapore dollar or U.S. dollar amounts referred to in this Annual Report could have been or could be converted into U.S. dollars or Singapore dollars, as the case may be, at any particular rate or at all.

Recent Events

On December 8, 2025, we received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that based on the closing bid price of the Company for the period from October 24, 2025 to December 5, 2025, the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2), to maintain a minimum bid price of $1 per share. Nasdaq has provided the Company with a 180-calendar day compliance period, or until June 8, 2026, in which to regain compliance with Nasdaq continued listing requirement. In the event that the Company does not regain compliance in the compliance period, the Company may be eligible for an additional 180 calendar days, should the Company meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and is able to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company’s securities will be subject to delisting.

PART I

ITEM 1. IDENTITY OF DIRECTORS, OFFICERS, SENIOR MANAGEMENT AND ADVISORS

Not Applicable

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable

ITEM 3. KEY INFORMATION

A. RESERVED

B. CAPITALIZATION AND INDEBTEDNESS

Not applicable

C. REASONS FOR THE OFFER AND USE OF PROCEEDS.

Not applicable

D. RISK FACTORS

An investment in our Ordinary Shares is highly speculative and involves a significant degree of risk. The risks discussed below could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our Ordinary Shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends, and you may lose all or a part of your investment. The realization of any of the risks described below could have a material adverse effect on our business, results of operations and future prospects.

Risks Related to Our Business and Industry

Our inability to acquire and provide quality merchandise at competitive prices could adversely affect our sales and results of operations.

We are dependent upon our product suppliers continuing to supply us with quality merchandise at competitive prices. If our merchandise offerings do not meet our customers’ expectations regarding quality, innovation and safety, we could experience lost sales, increased costs and exposure to legal and reputational risk. All of our products must comply with applicable product safety laws, and we are dependent on our vendors to ensure that the products we buy comply with all safety and quality standards. Events that give rise to actual, potential or perceived product safety concerns could expose us to government enforcement action or private litigation, result in costly product recalls and other liabilities and lead to reputational harm and loss of customer confidence. To the extent our suppliers are subject to added government regulation of their product design and/or manufacturing processes, the cost of the merchandise we purchase may rise.

Furthermore, our vendors are impacted by global economic conditions which in turn impact our ability to source merchandise at competitive prices. For example, the recent surges in consumer demand, tariffs, shortages of raw materials and disruptions to the global supply chain have negatively impacted costs and inventory availability and may continue to have a negative impact on future results and profitability. Credit market and other macroeconomic conditions could also have a material adverse effect on the ability of our global and domestic suppliers to finance and operate their businesses.

If we experience transitions or changeover with any of our significant vendors, or if they experience financial difficulties or otherwise are unable to deliver merchandise to us on a timely basis, or at all, we could have product shortages in our stores that could adversely affect customers’ perceptions of us and cause us to lose customers and sales.

Our ability to effectively implement our business strategy depends on the successful recruitment and retention of highly skilled and experienced management and other key personnel, and we cannot assure that we will be able to hire or retain such employees.

To date, we have been successful because, in part, we have been able to consistently attract, recruit and retain a sizeable workforce of experienced management and knowledgeable key employees. Our ability to effectively implement our business strategy will depend upon, among other factors, the successful recruitment and retention of additional highly skilled and experienced management and other key personnel. These individuals are difficult to find, particularly in Singapore and Malaysia where the bulk of our operations currently take place, and as the economy in both Singapore and Malaysia expands, there is increasing competition for skilled workers. We cannot be certain that we will be able to find, hire or retain such employees, or even if we are able to so hire such employees, that the financial costs of doing so will not adversely affect our net income.

Our operations depend highly on Chin Heng Neo (“Jimmy Neo), our Chief Executive Officer, Chin Aik Neo (“Edward Neo”), our Deputy Chief Executive Officer, Ching Kiat Neo (“CK Neo”), our Chief Operating Officer, and a small number of other executives.

The success of our operations depends greatly on a small number of key executives, including Jimmy Neo, Edward Neo and CK Neo. The loss of the services of any of Jimmy Neo, Edward Neo or CK Neo, or any of the other key executives could adversely affect our ability to conduct our business. Although we believe we would be able to find other executives to replace any of these key executives, the search for such executives and the integration of such executives into our business will inevitably occur only over an extended period of time. During that time the lack of senior leadership could affect adversely our Group’s sales and service as well as our Group’s business development efforts.

The automotive and general industrial equipment industries are highly competitive, and we may be unable to compete successfully with our competitors who have greater resources than we do.

In order for us to have and maintain a competitive edge over our competitors, we will have to do a better job than our competitors do satisfying the criteria that drive our Group’s present and potential customers’ purchase decisions. These criteria include the quality of our products and services, price/cost competitiveness, product performance, reliability and timeliness of delivery, new product and technology development capability, degree of global and regional presence, effectiveness of customer service, and overall management capability. The number and quality of competitors will vary according to the particular industry and geographical market. Additionally, our competitors may have substantially greater revenues, financial resources and market presence such as stronger brand names, consumer recognition, business relationships with manufacturers, and more established geographic presence than we have as we seek to expand into new geographic markets. Our Group may be unable to compete favorably with new or improved competition. This may substantially harm our business, business prospects, and results of operation.

Internationally, we face different market dynamics and competition. We may not be as successful as our competitors in generating revenues in international markets due to the lack of recognition of our brand, products, navigating local regulations, and hiring in new labor markets, among other factors. Developing product recognition overseas is costly and time-consuming. Our Group’s international expansion efforts may be more costly and less profitable than we expect. If we are unable to execute our business expansion successfully in our target markets, our investment in such efforts may not be returned, our overall sales could decrease, our management team may be overstretched in managing these initiatives and our established business could suffer, margins could be negatively impacted and we could lose market share, any of which could materially harm our business, results of operations and profitability.

Our reliance in imported products increases our supply chain risk and foreign currency exposure.

We directly import almost all of the products and components that we sell. Changes to the price or flow of these goods for any reason, such as the availability and cost of raw materials to suppliers, currency fluctuations, shipping and transport availability and cost, civil unrest or acts of war, disruptions in maritime lanes, port labor disputes, economic conditions and instability in the countries in which foreign suppliers are located, the financial instability of suppliers, suppliers’ failure to meet our standards, issues with labor practices of our suppliers or labor problems they may experience (such as strikes, stoppages or slowdowns, which could also increase labor costs during and following the disruption), increased import duties or tariffs, merchandise quality or safety issues, increases in wage rates and taxes, transport security, inflation and other factors relating to the suppliers and the countries in which they are located or from which they import, often are beyond our control and could adversely affect our operations and profitability. In addition, the foreign trade policies, tariffs and other impositions on imported goods, trade sanctions imposed on certain countries, import limitations on certain types of goods or of goods containing certain materials from other countries and other factors relating to foreign trade and port labor agreements are beyond our control. These and other factors, such as the pandemic, affecting our suppliers and our access to products could adversely affect our business and financial performance.

We may be unable to sustain our past growth or successfully implement our growth strategy, which may have a negative effect on our business, financial condition, or results of operations.

Our sales decreased by approximately $4.3 million from approximately $62.7 million for the financial year ended December 31, 2024 to approximately $58.4 million for the financial year ended December 31, 2025 primarily due to the decrease from customer demands. We have seen the decrease in sales for the financial year ended December 31, 2025, however, there is no assurance that this will be sustainable. Our future growth will depend upon various factors, including the reliability of sourcing and timely delivery of the products we sell, as well as strength of our brand image, our ability to continue to produce innovative products, consumer acceptance of our products, competitive conditions in the marketplace, the growth in Asia Pacific, the Middle East (which in turn services downstream customers in African and some European countries) and American markets and, in general, the continued growth of the marine, energy, mining, construction, agricultural, and oil and gas industries into which we sell our products. If we are unable to sustain our past growth or successfully implement our growth strategy, our business, financial condition or results of operations could be negatively affected.

As part of our strategy to strengthen our engineering capabilities and to grow our green technology capabilities, we acquired INNEOVA Engineering Pte. Ltd. through a subsidiary. We closed the transaction in April 30, 2025 and issued approximately $6.2 million ordinary shares as consideration to the controlling shareholder, Soon Aik Global Pte. Ltd. We are expecting that this acquisition will help position us for future growth and expansion of our business. If these plans do not materialize, if we are unable to leverage this new business line or adequately incorporate it into our business, we will have issued significant shares in the Company without seeing the benefits of additional revenue. It may take time to see the benefits of the acquisition, if we do at all.

We are a supplier to the marine, energy, mining, construction, agricultural, and oil and gas industries, and our business is dependent in large part on the orders we receive from these customers and from their success.

As a supplier to companies in the marine, energy, mining, construction, agricultural, and oil and gas industries, we are affected by larger macroeconomic trends and developments that affect these industries. Losses in market share individually or a decline in the overall market of our Off-Highway Business customers or the discontinuance by our Off-Highway Business customers of their products could negatively impact our business, financial condition, or results of operations. If any one or more of our Off-Highway Business customers reduce production due to their own reduced demand or changed business, their orders to us for our products would in turn be reduced, which could negatively affect our business, financial condition, or results of operations.

Sales from our top five (5) customers have historically made up a significant portion of our sales and the loss of one or more major customers could have a material adverse effect on our business, financial condition and results of operations.

Our aggregate sales generated from our top five (5) customers were approximately 21.3% and 22.4% of our revenue for the financial years ended December 31, 2025 and 2024, respectively. Our sales to our largest customer amounted to approximately $4.2 million and $3.4 million, representing approximately 7.3% and 5.5% of our revenue for the financial years ended December 31, 2025 and 2024, respectively. Our total sales are significantly affected by the demands of our largest customers due to vigorous price competition in the supply chain, supply chain shortage and disruption, and inflationary cost pressure as our customers will seek to purchase products optimizing for price and timing of delivery. The loss of one or more of our major customers, or a substantial decrease in demand by any of those customers for our products, could have a material adverse effect on our business, results of operations and financial condition.

Our business is sensitive to economic conditions that impact consumer spending. Our On-Highway and Off-Highway products, and the On-Highway vehicles and Off-Highway industrial heavy equipment into which they are incorporated may be adversely impacted by a variety of changes in the economy.

Our business depends substantially on overall global economic and market conditions. In particular, a majority of the end users of our products currently reside in Asia and the Middle East. These areas are either in the process of recovering from recession or, in some cases, are still struggling with recession, disruption in banking and/or financial systems, economic weakness and socio-political uncertainty. More broadly, as markets we serve contract, both our retail and industrial clients have less discretion to spend on our products.

There could also be various secondary effects resulting from an economic downturn, such as insolvency of our suppliers resulting in product delays, an inability of our distributor and dealer customers to obtain credit to finance purchases of our products, customers delaying payment to us for the purchase of our products due to financial hardship or an increase in bad debt expense. Any of these effects could negatively affect our business, financial condition or results of operations.

Our business may suffer if we are unable to maintain our premium brand image.

Our products are selected by both dealers and distributors in part because of the global premium brand reputation of our business and our products. Our success depends on our ability to maintain and build our brand image. We have focused on building our brand through producing products that we believe are innovative, high in performance and highly reliable. In addition, our brand benefits from marketing programs aimed at retail and wholesale business customers in various media and other channels, which we believe should continue and expand for ongoing brand recognition. We need to maintain our position in the automotive and industrial heavy equipment markets by continuing to provide high quality products and services and continuing to invest in marketing efforts such as sponsorships, product innovation, and public relations.

There can be no assurance, however, that we will be able to maintain or enhance the strength of our brand in the future. Our brand could be adversely impacted by, among other things:

Any adverse impact on our brand could in turn negatively affect our business, financial condition, or results of operations.

Interruptions affecting our supply chain may adversely affect our business.

Our supply chain assets are a critical part of our operations, particularly in light of increasing customer demand for readily available products. We depend on our vendors’ abilities to timely deliver products and on third parties for the operation of certain aspects of our supply chain network. The factors that can adversely these aspects of our operations include, but are not limited to:

Our revenue decreased by approximately $4.3 million for the financial year ended December 31, 2025 as compared to the financial year ended December 31 2024, respectively, largely as a result of the decrease in customer demands. It is important that we maintain optimal levels of inventory in our distribution centers and retail stores and be able to respond rapidly to shifting customer demands. Any disruption to, or inefficiency in, our supply chain network, whether due to geopolitical conflicts, a global pandemic, supplier lapses, or other factors, could affect our revenue and profitability. If we fail to manage these risks effectively, we could experience a material adverse impact to our reputation, revenue and profitability.

A disruption at our suppliers’ manufacturing facilities would significantly interrupt our ability to meet the demands for our products.

We import the majority of our supplies from the Middle East, the People’s Republic of China, Japan, Europe and the United States. While we seek to diversify the source of our supplies to mitigate any disruption of supplies for our products, such as a fire, or natural disaster from any of our principal suppliers’ manufacturing facilities could significantly interrupt our ability to perform. In case of future disruption, we will have to establish alternative sources for our products. This would require additional capital and time on our part, which we may not be able to obtain on commercially acceptable terms, or at all and are subject to delivery and availability.

Development of an e-commerce line of business may be more costly to build and run and less profitable than anticipated.

We intend to expand our business to provide a 24/7 digital platform for view and purchase of our products. Our ability to successfully launch this business will require us to develop an entirely new sales platform that needs to be user friendly, is able to be easily updated and that interfaces well with our existing inventory and shipping systems. We may not be able to create an effective platform that consumers can use. We also will need to compete effectively on price and usability as compared with other auto parts sales companies with already established e-commerce capabilities and with more sophisticated online sales platforms that have greater resources devoted to sales and development of their websites. If we cannot effectively implement an ecommerce site, our efforts may divert human resources and capital from building our core business to the detriment of our profitability, and our revenues may be reduced, in the short and long term if our e-commerce line of business does not gain traction with customers.

Our substantial level of indebtedness and our current liquidity constraints could adversely affect our financial condition and our ability to service our indebtedness, which could negatively impact your ability to recover your investment in the common stock.

We have a substantial amount of indebtedness. As of December 31, 2025, we had approximately $18.9 million aggregate principal amount of indebtedness outstanding. Our indebtedness and the current constraints on our liquidity could have important consequences, including the following:

Our ability to meet our expenses, to remain in compliance with the terms of our existing debt instruments and to make future principal and interest payments in respect of our debt depends on, among other factors, our operating performance, competitive developments and financial market conditions, all of which are significantly affected by financial, business, economic and other factors. We are not able to control many of these factors. Given current industry and economic conditions, our cash flow may not be sufficient to allow us to pay principal and interest on our debt and meet our other obligations, making it difficult to obtain future financing, or necessitate us restructuring our debt in less favorable terms or going through bankruptcy proceedings, all of which would have negative impacts on our ongoing business or as a going concern and may reduce the value of, or result in total loss of, an equity investment in our Company.

We may be exposed to product liability.

Any product liability claims against us, and any legal proceedings, arbitration or administrative sanctions or penalties arising therefrom, irrespective of the outcome of the merits of such claims, would adversely affect our business, financial condition, results of operations as well as our corporate image and reputation. Even if we are able to defend against any such claim successfully, there can be no assurance that our customers will not lose confidence in our products as a result of such claim, which may in turn adversely affect our future business. In addition, any product liability claim could result in significant costs and expenses which may or may not be recoverable. We currently only have product liability insurance for our in-house brand product REV-1, and in the event of a product liability claim brought against us for any other product that we manufacture or resell, we would have to bear the full expense of defending the claim and any payment to the plaintiffs upon settlement or an adverse judgment.

We are exposed to risks in respect of acts of war, terrorist attacks, epidemics, political unrest, adverse weather conditions and other uncontrollable events.

Unforeseeable circumstances and other factors such as power outages, labor disputes, adverse weather conditions or other catastrophes, epidemics or outbreaks of communicable diseases such as Severe Acute Respiratory Syndrome (“SARS”), Middle East Respiratory Syndrome (“MERS”), Ebola or other contagious diseases, may disrupt our operations and cause loss and damage to our storage facilities and processing facilities, and acts of war, terrorist attacks or other acts of violence may further materially and adversely affect the global financial markets and consumer confidence. Our business may also be affected by macroeconomic factors in the countries in which we operate, such as general economic conditions, market sentiment, social and political unrest, and regulatory, fiscal, and other governmental policies, all of which are beyond our control. Any such events may cause damage or disruption to our business, markets, customers, and suppliers, any of which may materially and adversely affect our business, financial condition, results of operations and prospects.

We may be affected by adverse changes in the political, economic, regulatory, or social conditions in the countries in which we and our customers and suppliers operate or into which we intend to expand.

We and our customers and suppliers are governed by the laws, regulations, and government policies in each of the countries in which we and our customers and suppliers operate or into which we intend to expand our business and operations, such as Singapore, the Middle East, Africa, and Asia Pacific. Our business and future growth are dependent on the political, economic, regulatory, and social conditions in these countries, which are beyond our control. Any economic downturn, changes in policies, implementation of high tariffs, currency and interest rate fluctuations, capital controls or capital restrictions, labor laws, changes in environmental protection laws and regulations, duties and taxation and limitations on imports and exports in these countries may materially and adversely affect our business, financial condition, results of operations and prospects.

If demand for our products slows, then our business may be materially and adversely affected.

Demand for the products we sell may be affected by a number of factors we cannot control, including rising energy prices, which may cause customers to drive less and automotive advances, such as the increasing demand for electric vehicles, can result in cars needing replacement parts less frequently. Such factors could result in a decline in the demand for our products, which could adversely affect our business and overall financial condition.

If our electronic data is compromised our business could be significantly harmed.

We and our business partners maintain data electronically in locations around the world, and, accordingly, we face cybersecurity risks. This data relates to many aspects of our business, and also contains certain customer, consumer, supplier, partner and employee data. We maintain systems and processes designed to protect this data, but notwithstanding such protective measures, there is a risk of intrusion, cyber-attacks or tampering that could compromise the integrity and privacy of this data. Any compromise of the confidential data of our customers, consumers, suppliers, partners, employees or ourselves, or failure to prevent or mitigate the loss of or damage to this data through breach of our information technology systems or other means could substantially disrupt our operations, harm our customers, consumers, employees and other business partners, damage our reputation, violate applicable laws and regulations, subject us to potentially significant costs and liabilities and result in a loss of business that could be material.

Risks Related to Our Securities

We may not maintain the listing of our Class A Ordinary Shares on the Nasdaq Capital Market which could limit investors’ ability to make transactions in our Class A Ordinary Shares and subject us to additional trading restrictions.

We list our Class A Ordinary Shares on the Nasdaq Capital Market and in order to continue listing our shares on the Nasdaq Capital Market, we must maintain certain financial and share price levels and we may be unable to meet these requirements in the future. We cannot assure you that our shares will continue to be listed on the Nasdaq Capital Market in the future. On December 8, 2025, we received a letter from Nasdaq that the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2), to maintain a minimum bid price of $1 per share. We have until June 8, 2026, in which to regain compliance with Nasdaq continued listing requirement. In the event that the Company does not regain compliance in the compliance period, we may be eligible for an additional 180 calendar days, should the Company meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and is able to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If it appears that the Company will not be able to cure the deficiency, or if we are otherwise not eligible, our securities will be subject to delisting. 

If the Nasdaq Capital Market delists our Class A Ordinary Shares and we are unable to list our shares on another national securities exchange, we expect our shares could be quoted on an over-the-counter market in the United States. If this were to occur, we could face significant material adverse consequences, including:

As long as our Class A Ordinary Shares are listed on the Nasdaq Capital Market, U.S. federal law prevents or preempts the states from regulating their sale. However, the law does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar their sale. Further, if we were no longer listed on the Nasdaq Capital Market, we would be subject to regulations in each state in which we offer our shares.

The trading price of our Class A Ordinary Shares may be volatile, which could result in substantial losses to investors.

The trading price of our Class A Ordinary Shares may be volatile and could fluctuate widely due to factors beyond our control. This may happen because of the broad market and industry factors, such as the performance and fluctuation of the market prices of other companies with business operations located mainly in Singapore that have listed their securities in the United States. In addition to market and industry factors, the price and trading volume for our shares may be highly volatile for factors specific to our own operations, including the following:

Any of these factors may result in significant and sudden changes in the volume and price at which our shares will trade.

In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our Ordinary Shares, the market price for our Class A Ordinary Shares and trading volume could decline.

The trading market for our shares will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts downgrade our shares, the market price for our shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our shares to decline.

Short selling may drive down the market price of our Class A Ordinary Shares.

Short selling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention of buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the shares to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These short attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves, and the market price of our Class A Ordinary Shares may decrease. While we would strongly defend against any such short seller attacks, we may be constrained in how to proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality.

Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Class A Ordinary Shares for a return on your investment.

We currently intend to retain our available funds and any future earnings after the Public Offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our shares as a source for any future dividend income. Our board of Directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. Even if our board of Directors decides to declare and pay dividends, the timing, amount, and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors as determined by our board of Directors. Accordingly, the return on your investment in our Class A Ordinary Shares will likely depend entirely upon any future price appreciation of our Class A Ordinary Shares. There is no guarantee that our Class A Ordinary Shares will appreciate in value after the Public Offering or even maintain the price at which you purchased our shares. You may not realize a return on your investment in our shares and you may even lose your entire investment.

The trading price of our Class A Ordinary Shares may be subject to rapid and substantial volatility, which could make it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares and result in substantial losses to investors.

As a relatively small-capitalization company with relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, our Class A Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

The trading price of our Class A Ordinary Shares may be volatile and could fluctuate widely due to factors beyond our control and for reasons that are unrelated to our actual or expected performance. In addition, if the trading volumes of our Class A Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence prices of our Class A Ordinary Shares. This low volume of trades could also cause the price of our Class A Ordinary Shares to fluctuate greatly. Holders of our Class A Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A Ordinary Shares.

In addition to market and industry factors, the price and trading volume for our shares may be highly volatile for factors specific to our own operations, including the following:

Any of these factors may result in significant and sudden changes in the volume and price at which our shares will trade.

In the event of market volatility, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

If we are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States federal income tax consequences.

We are a non-U.S. corporation and, as such, we will be classified as a passive foreign investment company, which is known as a PFIC, and we will be so classified if, for any taxable year, either

Passive income generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade or business), and gains from the disposition of passive assets.

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our securities, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.

It is possible that, for our current taxable year or for any subsequent year, more than 50.0% of our assets may be assets which produce passive income. We will make this determination following the end of any tax year. We treat our affiliated entities as being owned by us for United States federal income tax purposes, not only because we exercise effective control over the operation of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their operating results in our consolidated financial statements. For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its pro-rata share of the gross income and assets of any entity in which it is considered to own at least 25.0% of the equity by value.

For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to be a PFIC, see “Material Tax Considerations — Passive Foreign Investment Company Considerations.”

Our controlling shareholders collectively, beneficial ownership have substantial influence over the Company. Their interests may not be aligned with the interests of our other shareholders, and it could prevent or cause a change of control or other transactions.

As at the date of this Annual Report, Chee Eng Neo (“CE Neo”), Jimmy Neo, Edward Neo, and CK Neo collectively, beneficial ownership an aggregate of 87.84% of our issued and outstanding Ordinary Shares and they will indirectly beneficial ownership approximately 87.84% of our issued and outstanding Ordinary Shares.

Accordingly, our controlling shareholders could control the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of Directors and other significant corporate actions, including the power to prevent or cause a change in control. The interests of our largest shareholders may differ from the interests of our other shareholders. Without the consent of our controlling shareholders, we may be prevented from entering into transactions that could be beneficial to us or our other shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our shares. For more information regarding our principal shareholders and their affiliated entities, see “Principal Shareholders.”

As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq Capital Market corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq Capital Market corporate governance listing standards.

As a foreign private issuer that has applied to list our Class A Ordinary Shares on the Nasdaq Capital Market, we may rely on a provision in the Nasdaq Capital Market corporate governance listing standards that allows us to follow Cayman Islands law regarding certain aspects of corporate governance. While we do not currently intend to rely on home country practices, if we were to do so in the future, this would allow us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on the Nasdaq Capital Market.

For example, we would be exempt from Nasdaq Capital Market regulations that require a listed U.S. company to:

As a foreign private issuer, we are permitted to follow certain home country corporate governance practices instead of those otherwise required under Nasdaq Capital Market’s rules for domestic U.S. issuers, provided that we disclose any significant ways in which our corporate governance practices differ from those followed by domestic companies under Nasdaq Capital Market listing standards. See “Management –– Foreign Private Issuer Status” for more information. In the event we elected to rely on the corporate governance exemptions available to foreign private issuers under Nasdaq Capital Market rules, you would not have the same protection afforded to shareholders of companies that are subject to all of Nasdaq Capital Market’s corporate governance requirements.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed by our Memorandum and Amended and Restated Articles of Association, the Companies Act (as revised) and the common law of the Cayman Islands. The rights of shareholders to take action against our Directors and us, actions by minority shareholders and the fiduciary duties of our Directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which are generally of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our Directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States and provide significantly less protection to investors. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits provided that certain conditions are met.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association) or to obtain copies of lists of shareholders of these companies. The Amended and Restated Articles of Association have provisions that provide our Shareholders the right to inspect the register of members without charge, and to receive the annual audited financial statements of our Company. Subject to the foregoing, our Directors are not otherwise required under our Memorandum and Amended and Restated Articles of Association to make our corporate records available for inspection by our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as U.S. states. Currently, we do not intend to rely on home country practice with respect to any corporate governance matter. If we were to do so in the future, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the board of Directors or controlling shareholders than they would as shareholders of a company incorporated in a U.S. state. For a discussion of significant differences between the provisions of the Companies Act (as revised) and the laws applicable to companies incorporated in a U.S. state and their shareholders, see “Certain Cayman Islands Company Considerations — Differences in Corporate Law.”

Certain judgments obtained against us by our shareholders may not be enforceable.

We are a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. In addition, all of our current Directors and Executive Officers are nationals and residents of countries other than the United States and substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands may render you unable to enforce a judgment against our assets or the assets of our Directors and Executive Officers. For more information regarding the relevant laws of the Cayman Islands, see “Enforceability of Civil Liabilities.” As a result of all of the above, our shareholders may have more difficulties in protecting their interests through actions against us or our Directors, Executive Officers or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

We are an “Emerging Growth Company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we are an Emerging Growth Company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period, although we have early adopted certain new and revised accounting standards based on transition guidance permitted under such standards. As a result of this election, our future financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards.

We are a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.

Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

We will be required to file an annual report on Form 20-F within four (4) months of the end of each financial year. In addition, we intend to publish our financial results on a semi-annual basis through press releases distributed pursuant to the rules and regulations of the Nasdaq Capital Market. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you if you were investing in a U.S. domestic issuer.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us.

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last Business Day of an issuer’s most recently completed second financial quarter, and, accordingly, the next determination will be made with respect to us on December 31, 2026. In the future, we would lose our foreign private issuer status if (a) more than 50.0% of our outstanding voting securities are owned by U.S. residents and (b) a majority of our Directors or Executive Officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid the loss of foreign private issuer status. If we lose our foreign private issuer status, we would be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We would also have to comply with U.S. federal proxy requirements, and our Directors, Executive Officers and 10.0% shareholders would become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the Nasdaq Capital Market. As a U.S. listed public company that is not a foreign private issuer, we would incur significant additional legal, accounting, and other expenses that we would not incur as a foreign private issuer.

ENFORCEABILITY OF CIVIL LIABILITIES

Our Company is an exempted company incorporated with limited liability under the laws of the Cayman Islands. We are incorporated in the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides less protection for investors. In addition, Cayman Islands companies may not have standing to sue before the U.S. federal courts.

All of our current operations are conducted outside of the United States and all of our current assets are located outside of the United States, with the majority of our operations and current assets being located in Singapore. All of the Directors and Executive Officers of our Company and the auditors of our Company reside outside the United States and substantially all of their assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or any such persons, or to enforce in the United States any judgment obtained in the U.S. courts against us or any of such persons, including judgments based upon the civil liability provisions of the U.S. securities laws or any U.S. state or territory.

We have appointed Cogency Global Inc., 122 E. 42^nd Street, 18^th Floor, New York, New York 10168 as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

ITEM 4. INFORMATION ON THE COMPANY

CORPORATE HISTORY AND STRUCTURE

Corporate Structure

Our Company was incorporated in the Cayman Islands on February 14, 2022, under the Companies Act (as revised) as an exempted company with limited liability. Prior to a group reorganization, INNEOVA Group was the holding company of our group of companies comprised of INNEOVA Industrial, INNEOVA Automotive, Autozone (S) and INNEOVA Malaysia.

On April 30, 2025, INNEOVA Group had acquired 100% stake of INNEOVA Engineering Pte Ltd. Currently, INNEOVA Group is a direct subsidiary of our Company, and INNEOVA Industrial, INNEOVA Automotive, INNEOVA Engineering, Autozone (S) and INNEOVA Malaysia are indirect subsidiaries of our Company.

Organization Chart

The chart below sets out our corporate structure as at the date of this Annual Report.

Entities

As of the date of this Annual Report, our Group comprises the Company and its subsidiaries: INNEOVA Group, INNEOVA Industrial, INNEOVA Automotive, INNEOVA Engineering, Autozone (S) and INNEOVA Malaysia. A description of our principal subsidiaries is set out below:

INNEOVA Group

INNEOVA Group is a company incorporated in the British Virgin Islands, which is the parent entity of INNEOVA Industrial, INNEOVA Automotive, INNEOVA Engineering and INNEOVA Malaysia.

INNEOVA Industrial

INNEOVA Industrial, a Singapore company wholly-owned by INNEOVA Group, mainly supplies a wide range of components and spare-parts for internal combustion engines with strong focus on filtration products. The sectors served include marine, energy, mining, construction, agriculture, agriculture, and oil and gas industries. Our products are sourced from genuine OEM and global premium brands to suit the diverse needs of our customers.

INNEOVA Automotive

INNEOVA Automotive, a Singapore company wholly-owned by INNEOVA Group, which has taken over the retail business in Singapore from Autozone (S) and mainly supplies genuine OEM and aftermarket spare parts to customers through the Autozone (S) retail outlets located in Singapore and the distribution company in Malaysia. Our five (5) Autozone (S) retail outlets are conveniently located in vicinity of major automotive hubs in Singapore.

We supply a wide range of automotive genuine and aftermarket spare parts for use in passenger and commercial on-highway vehicles. The automotive genuine and aftermarket spare parts supplied by us bear either the manufacturer’s brands or our in-house brands.

INNEOVA Engineering

INNEOVA Engineering, a Singapore company wholly-owned by INNEOVA Group, s an engineering solutions provider offering system lifecycle analysis and turnkey solutions across transport, healthcare, defence, utilities, and facility management. The company delivers integrated services—including cooling systems, flow management, and fleet maintenance - all designed to maximise asset uptime and longevity through innovation, reliability, and sustainability across Asia. Committed to optimising total cost of ownership (TCO) and future-proofing essential infrastructure, INNEOVA Engineering ensures operations remain resilient from concept to maintenance.

Autozone (S)

Autozone (S) is a Singapore company and wholly-owned subsidiary of INNEOVA Automotive. The retail business of Autozone (S) has been taken over by INNEOVA Automotive. As such, our retail On Highway Business in Singapore is conducted through INNEOVA Automotive under the trademark “INNEOVA.”

INNEOVA Malaysia

INNEOVA Malaysia, a Malaysian company and a wholly-owned subsidiary of INNEOVA Group, is a modern automotive spare parts distribution company with a wide selection of automotive spare parts and lubricants catering to the needs of our customers. INNEOVA Malaysia also distributes its own in-house brand products under the brand names of REV-1 and VETTO.

BUSINESS OPERATIONS

Overview

We are in the business of distributing automotive and industrial spare parts with operations primarily based in Singapore, and global sales primarily generated from the Middle East and Malaysia. We have over 40 years of experience in supplying genuine and aftermarket spare parts to on-highway automotive applications. Over the years, we have extended our reach to supply our products to off-highway applications in the marine, energy, mining, construction, agriculture, and oil and gas industries.

Our business is comprised of On-Highway Business serving the automotive sector and Off-Highway Business primarily servicing the marine, energy, mining, construction, agriculture, and oil and gas sectors.

For the financial year ended December 31, 2025, our total revenue reached approximately $58.4 million and our On-Highway automotive, Off-Highway industrial and Engineering services accounted for approximately 42.0%, 50.2% and 7.8% of our total revenue, respectively.

For the financial year ended December 31, 2024, our total revenue reached approximately $62.7 million and our On-Highway automotive, Off-Highway industrial and Engineering services accounted for approximately 41.2%, 51.8% and 7.0% of our total revenue, respectively.

On-Highway Business Segment

We supply genuine and aftermarket spare parts to customers through our Autozone retail outlets located in Singapore, as well as Malaysia. Our five (5) Autozone (S) retail outlets are conveniently located in vicinity of major automotive hubs in Singapore. Similarly, our INNEOVA Malaysia distribution point is strategically located in Kuala Lumpur, Malaysia. Our Group is not affiliated with the U.S. based Autozone, Inc. auto parts retailer.

We supply a wide range of genuine and aftermarket parts for use in passenger and commercial vehicles. The genuine and aftermarket spare parts supplied by us bear either the manufacturer’s brands or our in-house brands.

The supply of genuine and aftermarket parts for our On-Highway Business represented approximately 42.0% and 41.2% of our total revenue for the financial years ended December 31, 2025 and 2024, respectively.

For further details, please refer to the paragraphs headed “Our Products” and “On-Highway Business – Automotive Spare Parts” in this section.

Off-Highway Business Segment

We supply a wide range of components and spare parts for internal combustion engines with a strong focus on filtration products through INNEOVA Industrial. These industries include marine, energy, mining, construction, agriculture, and oil and gas industries. Our products are sourced from genuine and global premium brands to suit the diverse needs of our customers.

The revenue from our Off-Highway Business accounted for approximately 50.2% and 51.8% of our total revenue for the financial years ended December 31, 2025 and 2024, respectively.

For further details, please refer to the paragraphs headed “Our Products” and “Off-Highway Business Industrial Spare Parts” in this section.

Engineering Services Segment

We as an engineering solutions provider offering system lifecycle analysis and turnkey solutions across transport, healthcare, defence, utilities, and facility management.

The revenue from our Engineering services accounted for approximately 7.8% and 7.0% of our total revenue for the financial years ended December 31, 2025 and 2024, respectively.

For further details, please refer to the paragraphs headed “Our Products” and “Engineering Services” in this section.

OUR PRODUCTS

On-Highway Business – Automotive Spare Parts

We supply a wide range of on-highway automotive spare parts to our customers, as detailed in the table below. We sell branded spare parts supplied by our manufacturers, which includes both OEMs and manufacturers of third party “name brand” components, and also sell our own in-house brands for on-highway automotive spare parts. The revenue of our products generated from on-highway automotive spare parts represented approximately 42.0% and 41.2% of our total revenue for the financial years ended December 31, 2025 and 2024, respectively.

The details of the branded products we sell are as follows:

In addition, we supply automotive spare parts and lubricants for use in passenger and commercial vehicles under our in-house brands. Examples of our key in-house brands are VETTO, REV-1, FILTEQ and ENERGEO.

Off-Highway Business – Industrial Spare Parts

We specialize in the supply of components, lubricants and industrial spare parts for internal combustion engines with a strong focus on filtration products in various sectors such as the marine, energy, mining, construction, agricultural, and oil and gas industries.

The details of our products in relation to off-highway industrial spare parts are as follows:

The revenue of our products generated from off-highway industrial spare parts represents approximately 50.2% and 51.8% of our total revenue for the financial years ended December 31, 2025 and 2024, respectively.

Engineering

We specialize in engineering solutions provider offering system lifecycle analysis and turnkey solutions across transport, healthcare, defence, utilities, and facility management.

The details of our product in relation to engineering is as follows:

The revenue of our products generated from engineering services represents approximately 7.8% and 7.0% of our total revenue for the financial years ended December 31, 2025 and 2024, respectively.

Product Development

For our in-house brand development, we work directly with manufacturers and strategic partners in developing our in-house products and obtaining International Organization for Standardization (the “ISO”) certification for our products. We also work with manufacturers to understand their product development in order to expand our offerings, such as expanding into the life science and environmental sector by carrying new products developed by our suppliers.

Our Group’s Policy on the Quality Control of Our Products

We emphasize the quality of our products, and we believe our Group has established a reputation of being a reliable supplier of excellent products at competitive prices.

We have strict protocols in place to help ensure that our products only originate from reliable and quality sources, such as conducting background reviews on our manufacturers and partners, confirming the ISO certifications of Original Equipment Manufacturer(s) (“OEM”), and customer back-to-back production order agreements, whereby the products are made on demand upon submission of a customer order. In addition, we regularly visit and inspect the contract manufacturers of our in-house brands to make certain the quality of the same.

Further, once our ordered products are delivered by our suppliers or contracted manufacturers to our warehouses and stores, we conduct inspections. Any product which fails the inspection is rejected and returned to our suppliers or contracted manufacturers for replacement or rectification. In the event any rejected product is not returned due to shipping costs or any other reason, our suppliers or contracted manufacturers compensate us through the provision of discount or credit notes for our future orders.

Prior to the packing and delivery of our products to our customers, we perform another round of quality control inspection to ensure that our products comply with the required specifications and quantities ordered.

OUR CUSTOMERS

Our customers comprise mainly resellers such as distributors and dealers of automotive or industrial spare parts, workshops, shipyards, end-users and fleet owners. These resellers consist mainly of wholesalers who subsequently sell our products to retailers, other resellers, end-users or workshops. They purchase genuine spare parts, OEM and/or aftermarket spare parts from us.

We do not typically enter into long term agreements with our customers and instead seek to retain existing customers by providing a quality product at a fair price with responsive customer service. We actively maintain close relationships with our existing customers, while constantly sourcing for potential new customers. While in the past we have had higher customer concentration, we believe that our future business and profitability are not dependent on any single customer or any particular industrial, commercial or financial contract with any customer. Our customers are independent and none of our Directors or shareholders have any pecuniary or related party interest in such customers.

The revenue attributable to our five (5) largest customers, which can vary from year-to-year, collectively accounted for approximately 21.3% and 22.4% of our revenue for the financial years ended December 31, 2025 and 2024 respectively. For the financial years ended December 31, 2025 and 2024, we had one (1) largest customer that accounted for approximately 7.3% and 5.5% of our total revenue. Our customer orders fluctuate and we do not anticipate that this or any single customer will necessarily account for more than 10.0% of our revenues going forward.

Our domestic revenue totaled approximately $27.1 million and $26.2 million or approximately 46.4% and 41.8% of our total revenue for the financial years ended December 31, 2025 and 2024, respectively. Meanwhile, our export revenue totaled approximately $31.3 million and $36.5 million, or approximately 53.6% and 58.2% of our total revenue for the financial years ended December 31, 2025 and 2024, respectively.

Customer Inquiries

We have a highly systematic sales process where our sales, customer service and warehouse staff work in close concert to provide seamless service to our customers. The sales process and specific methods of interactions with customers is described in below in “Sales and Marketing – Sales Workflow.”

REAL PROPERTY

A description of our leased real properties is below:

Licenses and Permits

The following license and permit are material for our Group’s operations:

We intend to apply for the renewal of the above relevant license and permit prior to their respective expiry dates and based on past experience, our Directors do not foresee any commercial difficulties in renewing the licenses and permits of our Group.

CERTIFICATIONS

We currently hold the following certifications:

We intend to apply for the renewal of the above relevant certifications prior to their respective expiry dates and based on past experience, we do not foresee any material difficulties in renewing the certifications of our Group.

AWARDS

INNEOVA Industrial was recently recognized with the following award in recognition of our performance and quality products and services.

COMPETITIVE STRENGTHS

We have a wide range of products from reputable brands.

Our extensive range of products includes approximately 40,000 items of on-highway and off-highway products from reputable Japanese, European, Korean and American brands. Our customers are able to source a variety of products from us, typically shortening and facilitating their procurement process. In addition, having an extensive range of products provides a platform for continuous growth in our business, allowing us to broaden our product range further. We believe that it would be difficult for a new entrant in the industry to easily replicate our product offerings as that would require substantial time, effort and working capital.

We believe we have an established track record and reputation of more than 40 years.

We have been committed to providing quality products and a high level of customer service to meet our customers’ needs. For the past 40 years, we believe we have developed a reputation for providing consistent and reliable products and services to our customers.

We have strong business relationships with our customers and suppliers.

We view our customers as our long-term business partners and continuously strive to maintain close working relationships with each of them. We have also built strong relationships with our suppliers, enabling us to provide a comprehensive range of products and services, which in turns allows us to fulfil our customers’ needs promptly.

We have an experienced and committed management team.

Our management team possesses extensive experience, substantial technical expertise and valuable and resourceful business relationships in the industry of automotive and industrial spare parts. Our Executive Directors have more than 30 years of combined experience in the on-highway automotive and off-highway industrial businesses and have been instrumental and the key to our success. Jimmy Neo, our Chief Executive Officer, Edward Neo, our Deputy Chief Executive Officer, and CK Neo, our Chief Operating Officer, have been overseeing our Group’s operations and business development and managing the relationships with our partners since they joined our Group over 25 years ago. We are ably supported by an experienced and dedicated management team and knowledgeable staff members who have been carefully selected due to their individual expertise in the industry or trained by our existing staff. In addition, our Executive Directors and Executive Officers are actively involved in the day-to-day management and operational matters of the Group. Our executive teams typically make prompt key management decisions, which enables us to respond to our customers’ requirements swiftly and efficiently.

BUSINESS STRATEGIES

Market Penetration

In order to deepen our presence in Asia Pacific, we plan to continue (i) developing and expanding our sales, whether by brick-and-mortar stores or e-commerce or strategic partner alliance, (ii) diversifying the range of products that we offer, and (iii) increasing the scope and the availability of our products.

We work with strategic partners that have established warehouses or distribution centers in the markets that they operate in order to reduce the lead times for our supply chains and improve the lead times for our deliveries and the availability of our products, which we believe gives us an edge over many of our competitors.

We seek like-minded strategic business partners to create business collaborations, joint ventures, or strategic business partnerships to break into new geographical markets or to expand our presence in the current markets.

Product Line Expansion & Diversification

We work closely with our partners in order to offer a wider range of products to meet the needs of our customers. Further, by developing a strong relationship with our partners, we have been exposed to and engaged in new projects that have enabled us to branch out and diversify into different industries.

Enhancement and Innovation of Digital Capability

We are building and innovating our digital capabilities to drive this growth strategy in the following ways:

Develop Warranty and Service Suite Offerings

We are exploring the creation of a new arm of business, where we provide warranty and after-sales services, and/or maintenance, and expand our repair and overhaul services, which would complement our current business segments that are primarily focused on the sale of products. At this time, we are seeking to develop this capability within our Company using existing personnel and resources, and will hire additional qualified employees, as needed, to provide the service work as this business expands. There are currently no ongoing negotiations with potential customers in these areas or any contracts that have been signed to date with potential business partners who would assist in the provision of these services. We have been awarded service contracts in the LSE sector to provide ongoing service and maintenance of hospital equipment. We believe that there is more opportunity in this space to provide direct services that will capitalize on our existing customer base, and allow us to capture more customers on the service end.

COMPETITION

The On-Highway Business and Off-Highway Business sectors are highly competitive, and there are many companies already serving these automotive and industrial sectors. However, we believe that the barrier to entry into these industries is relatively high due to heavy investment costs, large inventory requirements and the need for a competitor to develop extensive customer and supplier networks. We believe we stand out from and are able to compete against the competition because of our established reputation as a reliable supplier of on-highway automotive and off-highway industrial spare parts, the consistent quality of our products and services, our competitive pricing, and our strong relationships with our existing customers.

We believe that the following companies are our main competitors in the Singapore market:

We believe that these companies are our competitors as they provide a similar range of products and services and compete with us for the same pool of customers. Because of the size and diversity of our industries, it is not possible to obtain independent statistics on the market shares captured by these individual companies in our industries. There is also no published or reliable statistics that can be used to accurately measure our market share.

Our ability to compete effectively depends on the selection and availability of our products to our customers, the location of our outlets, and our ability to deliver quality products and services at competitive prices to our customers in a timely manner. There is no assurance that we will be able to compete effectively with existing industry players or new entrants. If our competitors are able to provide comparable products and services at more competitive prices or products with better quality and services than us, we may lose our customers to our competitors. In addition, our competitors may have, among other things, significantly higher service levels, more competitive pricing, larger teams of professional staff, greater financial and technical resources, and/or better marketing strategies.

SALES AND MARKETING

Our sales and marketing team

Our Group’s sales and marketing activities are spearheaded by Jimmy Neo, our Chief Executive Officer, for the Off-Highway Business, and Edward Neo, our Deputy Chief Executive Officer, for the On-Highway Business. Both Jimmy Neo and Edward Neo are responsible for the formulation and planning of sales and marketing strategies and activities for their respective business segments and for the general business development activities of our Group as a whole.

Additionally, our sales managers visit and teleconference with our existing and potential customers periodically (in person and remotely) to understand their needs for new orders, obtain their feedback regarding our products, as well as to familiarize ourselves with current market trends and consumer preferences. The sales managers are in turn supported by customer service staff. Our products and services are marketed and sold through our retail outlets, wholesale, and e-commerce websites (such as Lazada, Carousell, and Qoo10).

The sales and marketing teams are actively involved in the marketing and retail of our products and services to existing and new customers. In particular, our sales and marketing teams apprise our customers of any promotion or launch of a new product range by our partners or by our Group. Additionally, the sales and marketing teams are responsible for generating new customer accounts, managing relationships with existing customers, and generating and concluding sales and contracts. They also attend to customers’ inquiries and submit timely sales estimates according to their specifications and requirements. In order to understand our customers’ needs, we communicate and follow up to ensure smooth and timely delivery.

Our sales and marketing activities

We carry out specific marketing activities to acquire new customers and to promote our products to existing customers, as follows:

Our direct sales and marketing activities involve maintaining regular contact with our customers through meetings and site visits with both new and existing customers. During these meetings and site visits, our sales teams conduct direct marketing pitches and provide updates to our customers on our new products and the industry trends and technology. As such, we obtain feedback about our products and services, familiarize ourselves with market trends in order to meet the needs of our customers and further develop our product design and development teams. Additionally, an integral part of our after-sales service and customer support is following up with our customers. We believe that maintaining communication is key to allowing us to be better understand our customers’ needs.

These events serve as a platform for us to network, provide an opportunity for us to enhance sales, and raise brand awareness by marketing our products and services as well as to gather industry knowledge on the products and services of our competitors. Further, these events provide a valuable opportunity for us to reconnect with existing customers and meet prospective customers. We also participate, as one of the exhibitors, by showcasing the products that we supply in overseas trade fairs and exhibitions.

We sponsor events such as car racing in Thailand to increase awareness of our in-house brands such as REV-1 and VETTO, in which the sponsored racing cars display posters of our in-house products. Additionally, we organize marketing campaigns in which our commercial vehicles are used for deliveries, for example, that display posters of our in-house products to increase brand and product awareness.

We also participate in community projects and charity events, through donations and sponsorships such as the UOB Heartbeat Programme, as part of our marketing activities. We believe that through event sponsorships, we can leverage the power of collective credibility and create brand visibility to a larger audience. Further, as these events cater to niche audiences or member organizations, they provide another valuable opportunity for us to engage with our target markets.

We conduct, through our Group’s websites, promotion campaigns for our products and services for each business segment and for our in-house brands. Our customers are able to browse our webpages to view the range of products offered by us and contact us directly for their needs.

Sales Workflow

Generally, potential customers will approach us either through our customer service staff contact line or by patronizing our retail outlets to inquire about the price and availability of our products. We have a strict sales order policy to ensure that the sales orders that have been quoted and agreed to by the potential customer are complete and consistently prepared to our standards. The sales staff will prepare an estimate that takes into account, among other things, the product item, the brand of the product, the price of the product, credit and payment terms, and the mode of shipment. We facilitate the delivery of the products that are purchased locally, and for products that require export shipment, the quotation will reflect the appropriate shipping terms used for that purchase. At times, we do provide a discount ranging from 1% to 5% of the estimate if deemed necessary to stay competitive and to attract new and retain returning customers.

Our warehouse staff then packs and prepares the products for local delivery or export shipment. Our warehouse staff will also conduct stringent review and inspection of these products checking for quality, specifications, and any defect, in accordance with the requirements as stated in our relevant purchase contracts. Upon receiving confirmation of the mode of payment (that is either by cash on delivery or advance payment by the customer), our customer service staff will coordinate the delivery of the products with our internal delivery staff or with the courier service provider for products that are to be delivered locally, or with the appointed freight forwarder for export shipment. Thereafter, our customer service staff will forward the relevant shipping documents including commercial invoices, packing lists and bills of lading and/or airway bills to our customers by way of an email.

CREDIT POLICIES

Our Group adopts several credit policies, accompanied by a rigorous review system, to ensure consistent application of credit policies are applied, which are as follows:

Credit Evaluation Policy for Our Group’s Potential Customers

We have protocols in place for evaluating the credit of any of our Group’s potential customers (the “Potential Customer”). The Potential Customer first makes a request to a sales manager, whether in writing or otherwise, for a credit term and credit limit. The sales manager proposes a credit term, credit limit and shipment mode for the Potential Customer (the “Evaluation Proposal”) after a thorough assessment and evaluation of the Potential Customer’s risk profile, which includes a review of the Potential Customer’s business profile, track and payment record, creditworthiness, financial strengths, secured orders, and corporate and management structures. Thereafter, the Evaluation Proposal is evaluated by the sales manager’s immediate supervisor or the head of the sales department. If the Evaluation Proposal is approved, whether on any additional term and condition or otherwise, the relevant sales manager and/or customer service support personnel ensures adherence to the agreed upon terms, monitors for compliance to said terms, and seeks to rectify any breaches of the agreed upon terms.

At the end of each of our Group’s financial year, our Group’s respective accounts departments produce a list of our customer profiles and their respective credit terms, credit limits, history of sales and payments received for review by the relevant immediate supervisors and/or the heads of the respective accounts departments. This review helps ensure that the criteria used for analyzing creditworthiness are typically effective and allows for any necessary amendments and/or adjustments to credit terms granted.

Credit Request Policy for our Group’s vendors

For our vendors (the “Vendors”), our Group’s purchaser (the “Purchaser”) similarly evaluates and must get approval from an immediate supervisor or head of department, regarding credit proposals to Vendors setting forth credit term, credit limit, and mode of purchase (the “Request Proposal”). Request Proposals are compiled by reviewing business profiles, prior purchasing and payment records, creditworthiness, financial strengths, secured orders, and corporate and management. Should the Request Proposal be approved by the Vendor, whether as is or modified, the Purchaser ensures that the terms of the Request Proposal are followed, and regularly monitors for compliance.

At the end of the financial year, our Group’s respective accounts departments produce a list of Vendor profiles and respective Vendors’ credit terms, credit limits, history of sales and payments remitted for review by the relevant immediate supervisors and/or the heads of the respective accounts departments. If any amendments or adjustments seem necessary, the Purchaser shall seek to modify the terms directly with the Vendor.

Credit Note Policy

In the event that Potential Customers are deemed to be eligible to receive credit notes, the relevant accounts and/or customer service support personnel to submit an application for a credit note, together with the relevant supporting documents, to his or her immediate supervisor or head of department for review and approval (the “Application”). Should the Application be approved, whether as submitted or amended, the relevant accounts personnel issues the credit note to the Potential Customer, and, together with the customer service support personnel seek to seamlessly ensure that the Potential Customer adheres to the credit note terms in accordance with our Group’s policy on debts collection management, and oversee the accounts receivable of the Potential Customer for any outstanding debts and/or amounts owed by the Potential Customer.

INTELLECTUAL PROPERTY

Our intellectual property rights are important to our business. As of the date of this Annual Report, we have registered 23 trademarks in Singapore and one (1) trademark under the Madrid Protocol in Australia.

Although our intellectual property is important to business operations and is a valuable asset, we do not believe that any single trademark is critical to the success of our business as a whole.

As of the date of this Annual Report, we are not involved in any intellectual property proceedings, and we have not received notice of any claim of infringement of any intellectual property right that may be threatened or pending, in which we may be involved either as a claimant or respondent.

EMPLOYEES

As of December 31, 2025, we employed a total of 162 persons (of which 146 were located in Singapore and 16 were located in Malaysia). Our employees are not covered by collective bargaining agreements. We believe that we implement fair labor practices and generally maintain good employee relations and have not experienced high employee turnover historically.

INSURANCE

We maintain property insurance policies covering our equipment and facilities in accordance with customary industry practice. We carry occupational work injury, and medical insurance for our employees in compliance with applicable regulations. We also take out product liability insurance covering our in-house brand REV-1 products, and business liability insurance covering our business in general. In addition, we carry “key person” insurance for Jimmy Neo, Edward Neo and CK Neo through Soon Aik Global Pte Ltd. We will continue to review and assess our risk portfolio and make necessary and appropriate adjustments to our insurance practices to align with our needs and with industry practice in Singapore, in Malaysia and in the markets in which we operate.

LITIGATION AND OTHER LEGAL PROCEEDINGS

As of the date hereof, we are not a party to any significant proceedings.

REGULATORY ENVIRONMENT

As a company with operations primarily in Singapore, we are subject to extensive regulatory and legal requirements applicable to running our business. This overview is provided as general information only and is not intended to be a substitute for professional advice. You should consult your own advisers regarding the implication of the laws and regulations of Singapore on our business and operations. Violations of the laws and regulations typically result in the imposition of substantial monetary fines, in addition to the cost of remediation, subsequent fines for failure to promptly remediate such failure, and in some cases, imprisonment. We are also subject to regulations on our operations in Malaysia that are typical for a business with employees, including but not limited to employment law and taxes.

Laws and regulations relating to our business in Singapore

Our business operations are not subject to any special legislation or regulatory controls other than those generally applicable to companies and businesses incorporated and/or operating in Singapore. Below is an overview of the regulations that impact our business.

Environmental Public Health Act 1987

The Environmental Public Health Act 1987 of Singapore (the “EPHA”) is administered by the National Environment Agency (the “NEA”) and regulates, among other things, health requirements for buildings and public nuisances. Examples of matters covered by the EPHA are any factory or workplace deemed unclean, conditions relating to the breeding of flies or mosquitoes, and any premises or part of the premises of such construction or in such a state as to be dangerous.

Environmental Protection and Management Act 1999

Regulations relating to pollution control in Singapore through the regulation of the possession, control, storage, use and disposal of hazardous substances. Further, detailed records regarding the quantity, use and other information must be provided and updated, and persons authorized to store hazardous substances must ensure that agents and employees have received instruction and training to enable them to understand the nature of the dangers of all hazardous substances being stored, and the emergency action plan to be implemented in the event of any accident involving any such substances.

INNEOVA Industrial has a permit granted by the NEA to store and use one hazardous substance in the prescribed quantity and for the specific purpose.

Workplace Safety and Health Act 2006

Regulations to ensure that every employer has the duty to take practicable measures to ensure the safety and health of its employees at work, which measures include providing and maintaining a safe work environment, safety protocols, developing and implementing procedures for dealing with emergencies and ensuring that the employees have adequate instruction, information, training and supervision. The relevant regulatory body is the Ministry of Manpower (the “MOM”).

Pursuant to the Workplace Safety and Health (Noise) Regulations 2011 of Singapore, the occupier of a workplace must take reasonably practicable measures to reduce or control or limit the exposure of time to noise from any machinery or equipment used or from any process, operation or work carried out in the workplace, so that no person at work in the workplace is exposed or likely to be exposed to excessive noise.

Work Injury Compensation Act

The Work Injury Compensation Act 2019 of Singapore (the “WICA”), which is administered by the MOM, applies to all employees who are engaged under a contract of service or apprenticeship with an employer regardless of their level of earnings, and certain subcontractors, and provides medical expense coverage and other compensation for work related accidents or deaths. Under the WICA, every employer is required to insure and maintain insurance under approved policies unless specifically exempted, and is required to maintain work injury compensation insurance for all employees engaged in manual work.

Employment Act

The Employment Act 1968 of Singapore (the “Employment Act”) governs matters such as public holiday and sick leave entitlements, minimum days of annual leave, payment of salary and allowable deductions and release for wrongful dismissal, and also governs, among other things, working hours, overtime, rest days, holidays, payment of retrenchment benefit, priority of retirement benefit, annual wage supplements and other conditions of work or service.

Employment of Foreign Manpower Act

The employment of foreign employees in Singapore is governed by the Employment of Foreign Manpower Act 1990 of Singapore (the “EFMA”) and is regulated by the MOM. The EFMA prescribes the responsibilities and obligations of employers of foreign employees in Singapore. The EFMA provides that no person shall employ a foreign employee unless the foreign employee has obtained a valid work pass from the MOM.

In Singapore, the type of work pass to be issued to a foreigner is contingent on, among other things, the type of work and salary being received by the foreigner in question, and their education level, professional qualifications and any special or technical skills they may possess. In addition, the employment of foreign workers is also subject to sector-specific rules regulated by the MOM through the following policy instruments: (a) business activity; (b) approved source countries; (c) the imposition of security bonds and levies; and (d) quota (or dependency ratio ceilings) based on the ratio of local to foreign workers.

Business activity

To be considered to be under the services sector, a company must register that its principal business activity falls under one of the categories of business activities under the services sector provided by the MOM such as commerce (retail and wholesale trade). Separately, to be considered to be under the manufacturing sector, a company must meet certain requirements as provided by the MOM, such as having a valid factory registration operating in a designated industrial setting, and ensure that the company continues to meet the requirements:

Approved source countries

The approved source countries for foreign workers in the services sector are Malaysia, the People’s Republic of China (the “PRC”), and North Asian sources (the “NAS”) countries. The minimum age for all non-domestic foreign workers is 18 and Malaysian foreign workers must be under 58 years of age and non-Malaysian foreign workers must be under 50 years of age in order to apply for a work permit. In respect of the manufacturing sector, all workers can only work up to 60 years of age.

There is a list of requirements that we must abide by when hiring foreign workers, depending on the age, experience and country of origin of the foreign worker, and there are caps on the maximum number of years that various categories of foreign employees can be employed in Singapore, thus limiting the number of foreign workers we can use to run our business.

Required safety courses

For the manufacturing sector, foreign workers who handle metals and machinery in the metalworking industry, such as certain of our foreign workers, must take a Metalworking Safety Orientation Course or an Apply Workplace Safety and Health in Metal Work course before their work permits can be issued, and such courses may be conducted by either the Occupational Safety and Health Training and Promotion Centre or other training institutions approved by the Chief Inspector appointed by the MOM.

Central Provident Fund Act

The Central Provident Fund (the “CPF”) system is a mandatory social security savings scheme funded by contributions from employers and employees, pursuant to which an employer is obliged to make CPF contributions for all employees who are Singapore citizens or permanent residents who are employed in Singapore by an employer, with limited exemptions.

Customs regulations

Goods exported from Singapore are regulated under the Customs Act 1960 of Singapore (the “Customs Act”). To export goods from Singapore, the exporter is required to declare the goods to Singapore Customs, a department under the Ministry of Finance, which is the lead agency for trade facilitation and revenue enforcement. The Singapore Goods and Services Tax (the “GST”) is not levied on goods exported from Singapore. A Customs export permit is required for, among other things, the export of locally manufactured goods or local GST paid goods, the export of goods from free trade zones, dutiable goods from licensed warehouses and non-dutiable goods from a zero-rated warehouse.

Intellectual property rights

The protection of industrial designs is provided for under the Registered Designs Act 2000 of Singapore. Inventions are protected in Singapore under the Patents Act 1994 of Singapore and may be registered either through a domestic application filed with the Registry of Patents within the Intellectual Property Office of Singapore (the “IPOS”) or an international application filed in accordance with the Patent Cooperation Treaty, with the Registry of Patents acting as the receiving office for the application. Trademarks may be protected both under the Trade Marks Act 1998 of Singapore (the “TMA”) and under common law. These two (2) systems are independent of each other. Protection under the TMA is conditional upon registration of the trademark with the Registry of Trade Marks within the IPOS.

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not Applicable

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report. This discussion and analysis and other parts of this Annual Report contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties, and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this Annual Report. You should carefully read the “Risk Factors” section of this Annual Report in Item 3D to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

OVERVIEW

INNEOVA Holdings Limited is a holding company incorporated as an exempted company under the laws of the Cayman Islands. As a holding company with no material direct operations of our own, we conduct our operations as On-Highway Business, Off-Highway Business and Engineering Services through our operating subsidiaries in Singapore and Malaysia. We have over 40 years of experience in supplying genuine and aftermarket parts in the automotive sector through our On-Highway Business. Over the years, we have extended our reach to supply our products to the industrial sector through our Off-Highway Business for applications in the marine, energy, mining, construction, agricultural, and oil and gas industries. Our On-Highway customers are mainly resellers such as distributors and dealers of automotive parts, retailers, workshops, end-users, and fleet owners, and our Off-Highway customers are distributors and dealers of industrial parts that are resold to workshops, industrial manufacturing facilities, shipyards, and heavy-duty transport fleet owners. Our Engineering Services business is an engineering solutions provider offering system lifecycle analysis and turnkey solutions across transport, healthcare, defence, utilities, and facility management.

For the financial years ended December 31, 2025 and 2024, our net revenue amounted to approximately $58.4 million and approximately $62.7 million, respectively, of which On-Highway Business accounted for approximately $24.5 million for the financial year ended December 31, 2025 and approximately $25.8 million for the financial year ended December 31, 2024, Off-Highway Business accounted for approximately $29.3 million for the financial year ended December 31, 2025 and approximately $31.3 million for the financial year ended December 31, 2024, and Engineering Services accounted for approximately $4.6 million for the financial year ended December 31, 2025 and approximately $5.6 million for the financial year ended December 31, 2024.

For the financial year ended December 31, 2025, our net loss was approximately $0.4 million and for the financial year ended December 31, 2024 our net income was approximately $0.4 million, respectively.

For the financial years ended December 31, 2024 and 2023, our net revenue amounted to approximately $62.7 million and approximately $62.7 million, respectively, of which On-Highway Business accounted for approximately $25.8 million for the financial year ended December 31, 2024 and approximately $26.9 million for the financial year ended December 31, 2023, Off-Highway Business accounted for approximately $31.3 million for the financial year ended December 31, 2024 and approximately $32.6 million for the financial year ended December 31, 2023, and Engineering Services accounted for approximately $5.6 million for the financial year ended December 31, 2024 and approximately $3.2 million for the financial year ended December 31, 2023.

For the financial year ended December 31, 2024, our net income was approximately $0.4 million and for the financial year ended December 31, 2023 our net income was approximately $1.8 million, respectively.

KEY FACTORS AFFECTING THE RESULTS OF OUR GROUP’S OPERATIONS

Our financial condition and results of operations have been and will continue to be affected by a number of factors, many of which may be beyond our control, including those factors set out in the section headed “Risk Factors” in this Annual Report and those set out below.

Description and Analysis of Principal Components of Our Results of Operations

The following discussion is based on our Group’s historical results of operations and may not be indicative of our Group’s future operating performance.

Comparison of results for the financial years ended December 31, 2025 and 2024

Revenue

As set forth in the following table, for the financial years ended December 31, 2025 and 2024, our revenue was derived from the sale of products in our On-Highway Business serving the automotive sector, our Off-Highway Business serving the industrial sector, and Engineering Services:

Our total revenue decreased by approximately $4.3 million to approximately $58.4 million for the financial year ended December 31, 2025 from approximately $62.7 million for the financial year ended December 31, 2024. Such decrease was mainly attributable to the decrease in Middle East and Other Countries of approximately $5.7 million as a result of the decrease in demand from the customers offset by an increase in Singapore of approximately of $1.4 million.

The total revenue for our On-Highway Business decreased by approximately $1.3 million to approximately $24.5 million for the financial year ended December 31, 2025 from approximately $25.8 million for the financial year ended December 31, 2024. Such decrease was mainly attributable to the decrease in Middle East and Other Countries of approximately $3.8 million as a result of the decrease in local demand offset by an increase in Singapore of approximately of $2.5 million.

The total revenue for our Off-Highway Business decreased by approximately $2.0 million to approximately $29.3 million for the financial year ended December 31, 2025 from approximately $31.3 million for the financial year ended December 31, 2024. Such decrease was mainly attributable to the decrease in Other Countries of approximately $2.3 million as a result of the decrease in demand from the customers.

The total revenue for our Engineering Services decreased by approximately $1.0 million to approximately $4.6 million for the financial year ended December 31, 2025 from approximately $5.6 million for the financial year ended December 31, 2024. Such decrease was mainly attributable to the decrease in Singapore of approximately of $1.2 million.

For the financial years ended December 31, 2025 and 2024, approximately 46.4% and 41.0% of our total revenue, respectively, was generated from customers located in Singapore and approximately 5.1% and 5.9% of our total revenue, respectively, was generated from customers located in the Middle East. For the same financial years, our revenue generated from customers located in other countries accounted for approximately 48.5% and 53.1% of our total revenue, respectively.

Revenue by geographical locations

For the financial years ended December 31, 2025 and 2024, the customers for our On-Highway Business products, Off-Highway Business products and Engineering Services were mainly located in Singapore, Middle East and Other Countries. The following table sets out a breakdown of our revenue by geographic location of our customers for the financial years ended December 31, 2025 and 2024:

Singapore

The revenue in Singapore increased by approximately $1.3 million for the financial year ended December 31, 2025, as compared to the corresponding financial year ended December 31, 2024, which was primarily attributable to the increase in demand from the local customers.

The revenue for our On-Highway Business increased by approximately $2.5 million for the financial year ended December 31, 2025, as compared to the corresponding financial year ended December 31, 2024, which was primarily attributable to the increase in demand from the customers.

The revenue for our Off-Highway Business decreased by approximately $0.07 million for the financial year ended December 31, 2025, as compared to the corresponding financial year ended December 31, 2024, which was primarily attributable to the decrease in demand from the customers.

The revenue for our Engineering Services decreased by approximately $1.2 million for the financial year ended December 31, 2025, as compared to the corresponding financial year ended December 31, 2024, which was primarily attributable to the decrease in demand from the customers.

Middle East

The decrease in revenue in the Middle East by approximately $0.7 million to approximately $3.0 million for the financial year ended December 31, 2025, as compared to the corresponding financial year ended December 31, 2024, was primarily attributable to a decrease in demand from customers for On-Highway Business by approximately $0.7 million.

The revenue for our On-Highway Business decreased by approximately $1.0 million for the financial year ended December 31, 2025, as compared to the corresponding financial year ended December 31, 2024, which was primarily attributable to the decrease sale orders by our customers.

The revenue for our Off-Highway Business increased by approximately $0.3 million for the financial year ended December 31, 2025, as compared to the corresponding financial year ended December 31, 2024, which was primarily attributable to an increase in demand from customers.

The revenue for our Engineering Services increased by approximately $0.01 million for the financial year ended December 31, 2025, as compared to the corresponding financial year ended December 31, 2024, which was primarily attributable to the increase in demand from the customers.

Other Countries

Revenues from other countries decreased by approximately $4.9 million, primarily due to the decrease in demand from new and recurring customers among various countries.

The revenue for our On-Highway Business decreased by approximately $2.8 million for the financial year ended December 31, 2025, as compared to the corresponding financial year ended December 31, 2024, which was primarily attributable to a decrease in demand from our customers in Malaysia, Indonesia, Thailand, Vietnam, Philippines, Japan, Australia, Pakistan, Sri Lanka, African and Latin America.

The revenue for our Off-Highway Business decreased by approximately $2.1 million for the financial year ended December 31, 2025, as compared to the corresponding financial year ended December 31, 2024, which was primarily attributable to the decrease in demand from our customers in Malaysia, Indonesia, Hong Kong, Taiwan, South Korea, Australia and India.

The revenue for our Engineering Services increased by approximately $0.2 million for the financial year ended December 31, 2025, as compared to the corresponding financial year ended December 31, 2024, which was primarily attributable to the increase in demand from the customers.

Cost of revenue

The table below sets forth our Group’s cost of revenue by business sector for the financial years ended December 31, 2025 and 2024:

For the financial years ended December 31, 2025 and 2024, our cost of revenue was mainly comprised of purchasing finished products for resale. For the financial years ended December 31, 2025 and 2024, our cost of revenues decreased by approximately $3.2 million from approximately $50.4 million in 2024 to approximately $47.2 million in 2025. This decrease was primarily attributable to better margin for sales in our On-Highway Business and Off-Highway Business.

Gross profit and gross profit margin

The table below sets forth our Group’s gross profit and gross profit margin by business sector for the financial years ended December 31, 2025 and 2024:

Our total gross profit remained at approximately $11.2 million and $12.3 million for the financial years ended December 31, 2025 and 2024, respectively. Our overall gross profit margins were approximately 19.2% and 19.6% for the financial years ended December 31, 2025 and 2024, respectively. Our total gross profit remained stable for the financial years ended December 31, 2025 and 2024, respectively.

Selling and distribution expenses

Our selling and distribution expenses mainly included promotion and marketing expenses and transportation expenses for inbound and outbound shipments. The following table sets forth the breakdown of our selling and distribution expenses for the financial years ended December 31, 2025 and 2024:

Our selling and distribution expenses amounted to approximately $1.2 million and $1.7 million for the financial years ended December 31, 2025 and 2024, respectively.

The decrease in selling and distribution expenses by approximately $0.5 million for the financial year ended December 31, 2025, as compared to the financial year ended December 31, 2024 due to the decrease in promotion and marketing expenses.

Administrative expenses

The following table sets forth the breakdown of our administrative expenses for the financial years ended December 31, 2025 and 2024:

Our administrative expenses increased by approximately $0.7 million to approximately $10.1 million for the financial year ended December 31, 2025 from approximately $9.4 million for the financial year ended December 31, 2024, respectively.

Staff costs mainly represented the salaries, employee benefits and retirement benefit costs to our employees and directors’ remuneration. Staff costs increased by approximately $0.3 million to approximately $5.8 million for the financial year ended December 31, 2025 from approximately $5.5 million for the financial year ended December 31, 2024, respectively.

Depreciation expense is charged on our property and equipment which included (i) leasehold factory premise, (ii) leasehold improvement, (iii) tools and equipment, (iv) furniture, fixtures and fittings, (v) office equipment, (vi) computer equipment, (vii) motor vehicles, (viii) machinery and equipment and (ix) right-of-use assets.

Property and related expenses mainly represented property tax and related expenses in Singapore.

Miscellaneous expenses were mainly comprised of insurance expenses, office supplies, legal and professional fees, charitable donations, and other miscellaneous expenses. The miscellaneous expenses of our Group decreased by approximately $0.3 million to approximately $1.7 million for the financial year ended December 31, 2025 from approximately $2.0 million for the financial year ended December 31, 2024, respectively.

Legal and professional fees were mainly comprised of professional fees related to compliance costs. The legal and professional fees of our Group increased by approximately $0.6 million to approximately $1.2 million for the financial year ended December 31, 2025 from approximately $0.6 million for the financial year ended December 31, 2024, respectively.

Other expenses, net

The following table sets forth the breakdown of our other expenses for the financial years ended December 31, 2025 and 2024:

Interest expenses were approximately $1.3 million in 2025 and approximately $1.4 million in 2024, respectively, from our bank loans and financing facilities. For more details of our bank borrowings, please see the paragraph headed “Bank Indebtedness” in this section.

We reported net foreign exchange gain approximately $0.07 million in 2025 and approximately $0.3 million in 2024, respectively.

Income tax expenses

For the financial years ended December 31, 2025 and 2024, our income tax expense was comprised of our current tax (benefit) expense for the financial year.

For the financial year ended December 31, 2025, our income tax benefit was approximately $0.7 million due to deferred tax provision.

For the financial year ended December 31, 2024, our income tax expense was approximately $0.13 million and our effective tax rate was approximately 25.0% due to the increase was generally in line with the increase in non-deductible expenses for the financial year.

Net income

Our net loss approximately $0.4 million and our net income approximately $0.4 million for the financial years ended December 31, 2025 and 2024, respectively.

Comparison of results for the financial years ended December 31, 2024 and 2023

Revenue

As set forth in the following table, for the financial years ended December 31, 2024 and 2023, our revenue was derived from the sale of products in our On-Highway Business serving the automotive sector, our Off-Highway Business serving the industrial sector, and Engineering Services:

Our total revenue increased by approximately $0.05 million to approximately $62.7 million for the financial year ended December 31, 2024 from approximately $62.7 million for the financial year ended December 31, 2023.

The total revenue for our On-Highway Business decreased by approximately $1.0 million to approximately $25.8 million for the financial year ended December 31, 2024 from approximately $26.9 million for the financial year ended December 31, 2023. Such decrease was mainly attributable to the decrease in Singapore and Middle East of approximately $5.3 million as a result of the decrease in local demand offset by an increase in Other Countries of approximately of $4.3 million.

The total revenue for our Off-Highway Business decreased by approximately $1.3 million to approximately $31.3 million for the financial year ended December 31, 2024 from approximately $32.6 million for the financial year ended December 31, 2023. Such decrease was mainly attributable to the decrease in Singapore and Middle East of approximately $2.3 million due to the decrease in demand from the customers offset by an increase in Other Countries of approximately of $1.0 million.

The total revenue for our Engineering Services increased by approximately $2.4 million to approximately $5.6 million for the financial year ended December 31, 2024 from approximately $3.2 million for the financial year ended December 31, 2023. Such increase was mainly attributable to the increase in Singapore of approximately $2.4 million.

For the financial years ended December 31, 2024 and 2023, approximately 41.0% and 46.0% of our total revenue, respectively, was generated from customers located in Singapore and approximately 5.9% and 9.3% of our total revenue, respectively, was generated from customers located in the Middle East. For the same financial years, our revenue generated from customers located in other countries accounted for approximately 53.1% and 44.7% of our total revenue, respectively.

Revenue by geographical locations

For the financial years ended December 31, 2024 and 2023, the customers for our On-Highway Business products, Off-Highway Business products and Engineering Services were mainly located in Singapore, Middle East and Other Countries. The following table sets out a breakdown of our revenue by geographic location of our customers for the financial years ended December 31, 2024 and 2023: