Trio-Tech International 10-K for FY2026
Trio-Tech International (TRT)
About this 10-K
Trio-Tech International filed this 10-K on September 24, 2026, covering the fiscal year ended June 30, 2026 (FY2026).
Headline figures
Fiscal year ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $62.61M
- up 71.6% from $36.47M a year earlier
- Net loss
- $34K
- compared with a net loss of $41K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period from to
Commission File Number
TRIO-TECH INTERNATIONAL
(Exact name of Registrant as specified in its Charter)
| | |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification Number) |
| | |
| Unit 03-09 | |
| (Address of Principal Executive Office) | (Zip Code) |
Registrant's Telephone Number: (
Securities registered pursuant to Section 12(b) of the Act:
| Name of each exchange | ||
| Title of each class | Trading Symbol | on which registered |
| | | |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in rule 405 of the Securities Act. ☐ Yes ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒
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. ☒
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). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | |
| | ☒ | Smaller Reporting Company | | |
| Emerging Growth Company | |
If an emerging growth company, 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 whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
The aggregate market value of voting stock held by non-affiliates of Registrant, based upon the closing price of $6.62 for shares of the registrant’s common stock on December 31, 2025, the last business day of the registrant’s most recently completed second fiscal quarter as reported by the NYSE American LLC, was approximately $
The number of shares of the Registrant’s common stock, no par value, outstanding as of September 1, 2026 was
Documents Incorporated by Reference
Part III of this Form 10-K incorporates by reference information from Registrant’s Proxy Statement for its 2026 Annual Meeting of Shareholders to be filed with the Commission under Regulation 14A within 120 days of the end of the fiscal year covered by this Form 10-K.
INDEX
| Page |
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| Item 1 |
1 | |
| Item 1A |
6 | |
| Item 1B |
6 | |
| Item 1C |
6 | |
| Item 2 |
6 | |
| Item 3 |
8 | |
| Item 4 |
8 | |
| Item 5 |
9 | |
| Item 6 |
9 | |
| Item 7 |
Management’s discussion and analysis of financial condition and results of operations |
9 |
| Item 7A |
23 | |
| Item 8 |
23 | |
| Item 9 |
Changes in and disagreements with accountants on accounting and financial disclosure |
23 |
| Item 9A |
23 | |
| Item 9B |
24 | |
| Item 9C |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
24 |
| Item 10 |
25 | |
| Item 11 |
25 | |
| Item 12 |
Security ownership of certain beneficial owners and management and related stockholder matters |
25 |
| Item 13 |
Certain relationships and related transactions, and director independence |
25 |
| Item 14 |
25 | |
| Item 15 |
25 | |
| Item 16 |
26 | |
| 27 | ||
| Signatures | 28 | |
| F-1 | ||
| F-3 | ||
| F-4 | ||
| Consolidated Statements of Shareholders’ Equity for the Years Ended June 30, 2026 and 2025 |
F-6 | |
| Consolidated Statements of Cash Flows for the Years Ended June 30, 2026 and 2025 |
F-7 | |
| F-8 |
PART I
Cautionary Statement Regarding Forward-Looking Statements
The business and activities of Trio-Tech International, a California corporation (the “Company”), discussed in this Annual Report on Form 10-K (the “Annual Report”) and in other past and future reports and announcements by the Company may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and assumptions regarding future activities and results of operations of the Company. In light of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the following factors, among others, could cause actual results to differ materially from those reflected in any forward-looking statements made by or on behalf of the Company:
| ● |
market acceptance of Company’s products and services; |
| ● |
changing business conditions or technologies and volatility in the semiconductor industry, which could affect demand for the Company’s products and services; |
| ● |
the impact of competition; |
| ● |
problems with technology, product development schedules or delivery schedules; |
| ● |
changes in military or commercial testing specifications which could affect the market for the Company’s products and services; |
| ● |
difficulties in profitably integrating acquired businesses, if any, into the Company; |
| ● |
risks associated with conducting business internationally and particularly in Asia, including currency fluctuations and devaluation, currency restrictions, local laws and restrictions and possible social, political and economic instability; |
| ● |
credit risks in the Chinese real estate industry; |
| ● |
changes in macroeconomic conditions and credit market conditions; and |
| ● |
other economic, financial and regulatory factors beyond the Company’s control. |
In some cases, you can identify forward-looking statements by the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “estimates,” “potential,” “believes,” “can impact,” “continue,” or the negative thereof or other comparable terminology.
Unless otherwise required by law, the Company undertakes no obligation to update forward-looking statements to reflect subsequent events, changed circumstances, or the occurrence of unanticipated events. You are cautioned not to place undue reliance on such forward-looking statements.
General
Trio-Tech International was incorporated in 1958 under the laws of the State of California. As used herein, the term “Trio-Tech,” “TTI,” the “Company,” “we,” “us” or the “Registrant” includes Trio-Tech International and its subsidiaries unless the context otherwise indicates. The mailing address and executive offices are located at Block 1008 Toa Payoh North, Unit 03-09 Singapore 318996, Singapore, and the telephone number is (65) 6265-3300.
We make available through our website, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and any amendments to those reports or statements filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission (the “SEC”). The SEC also maintains an internet site at www.sec.gov that contains such reports and statements that have been filed electronically with the SEC by the Company. Additional information about Trio-Tech is available on our website at www.triotech.com.
The Company has traditionally been a provider of reliability test equipment and services to the semiconductor and other industries. Our customers rely on us to verify that their semiconductor components meet or exceed the rigorous reliability standards demanded for automotive electronics, industrial electronics, computing and data storage, consumer electronics, and communication markets. We act as a global one-stop solution for our customers by designing and building reliability test solutions and offering comprehensive testing services. The Company also develops and manufactures an extensive range of equipment used in the manufacturing processes of semiconductors and various other industries.
During the fiscal year ended June 30, 2026 (“Fiscal 2026”), the Company operated its business in two segments: Semiconductor Back-end Solutions and Industrial Electronics. Geographically, the Company operates in the United States (“U.S.”), Singapore, Malaysia, Thailand and China. While the semiconductor industry is and will remain a major market for the Company, an important component of our strategy is to reduce our historic concentration on this industry. We organize our operating business based on the markets that we serve. Beginning in Fiscal 2025, we report our financial performance based on our new segments, Semiconductor Backend Solutions and Industrial Electronics. For information relating to revenue, profit and loss and total assets for each of the segments, see Note 19 - Business Segments contained in the consolidated financial statements included in this Annual Report.
Company History – Certain Highlights for the Five Fiscal Years Ended June 30, 2026
| 2022 |
Trio-Tech (Jiangsu) Co. Ltd was established. (Jan 2022) |
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| 2023 |
Trio-Tech (Jiangsu) Co. Ltd certified to ISO 9001:2015 standards. (Jun 2023) |
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| 2024 |
Trio-Tech (Tianjin) Co. Ltd. recertified to ISO 9001:2015 standards. (Mar 2024) Trio-Tech (Tianjin) Co. Ltd. recertified to ISO 14001:2015 standards. (Mar 2024) Trio-Tech (Tianjin) Co. Ltd. recertified to ISO 45001:2018 standards. (Mar 2024) |
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| 2025 | Trio-Tech International Pte. Ltd. (Singapore) recertified to ISO 9001:2015 standards. (Sep 2024) Trio-Tech International Pte. Ltd. (Singapore) recertified to ISO 14001:2015 standards. (Sep 2024) Trio-Tech (Malaysia) Sdn. Bhd. recertified to ISO 9001:2015 standards. (Sep 2024) Trio-Tech (Malaysia) Sdn. Bhd. recertified to ISO 14001:2015 standards. (Sep 2024) Trio-Tech (Bangkok) Co. Ltd. recertified to ISO 9001:2015 standards. (Sep 2024) |
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| 2026 | Trio-Tech (SIP) Co., Ltd certified to ISO 9001:2015 standard (Jul 2025) Trio-Tech International Pte Ltd (Singapore) recertified to ISO 17025:2017 standard (Feb 2026) Trio-Tech International Pte Ltd (Singapore) certified to ISO 13485:2016 standard (Mar 2026) |
Overall Business Strategies
Our core business is in the semiconductor industry, encompassing the manufacturing of equipment, provision of testing services and distribution of test and other semiconductor equipment and electronic components. The “Semiconductor Back-end Solutions” (“SBS”) segment comprises of our core semiconductor back-end manufacturing and testing operations that serve the semiconductor industry. Our value-added distribution business, along with our services and equipment manufacturing operations that serve various industries comprises our “Industrial Electronics” (“IE”) segment. Revenue from the SBS and IE segments accounted for 99.9% of our total revenue for the years ended June 30, 2026 and 2025, respectively. The semiconductor industry has experienced periods of rapid growth, but has also experienced downturns, often in connection with, or in anticipation of, maturing product cycles of both semiconductor companies’ and their customers’ products and decline in general economic conditions. To reduce our risks associated with sole industry focus and customer concentration, we continue to put effort into expanding our line of businesses. Management periodically evaluates the ongoing contributions of each of its business segments to its current and future revenue and prospects.
To achieve our strategic plan, we believe that we must pursue and win new business in the following areas:
• Primary markets – Capturing additional market share within our primary markets by offering superior products and services to address the needs of our major customers.
• Growing markets – Expanding our geographic reach in areas of the world with significant growth potential.
• New markets – Developing new products and technologies that serve wholly new markets.
• Complementary strategic relationships – Through complementary acquisitions or similar arrangements, we believe we can expand our markets and strengthen our competitive position. As part of our growth strategy, the Company continues to selectively assess opportunities to develop strategic relationships, including acquisitions, investments and joint development projects with key partners and other businesses.
Business Segments
We report our financial performance based on our two segments, Semiconductor Back-end Solutions (“SBS”) and Industrial Electronics (“IE”).
Semiconductor Back-end Solutions (SBS)
The SBS segment of the Company designs and manufactures an extensive range of burn-in and reliability test equipment used in the “back-end” manufacturing processes of semiconductors. Our equipment includes burn-in systems, burn-in boards and related equipment that is used in the testing of structural integrity of integrated circuits. We also act as an extended development team of Integrated Device Manufacturers (“IDMs”) and Fabless semiconductor companies in the testing process with our expert technical skills, especially in the New Product Introduction (“NPI”) process. We provide comprehensive electrical, environmental, and burn-in testing services to semiconductor manufacturers in our testing laboratories in Asia. Our customers include both manufacturers and end users of semiconductor and electronic components who look at us when they decide to outsource their testing process. We also support the asset-light strategy of our customers by setting up test facilities and providing component level, package level and system level testing services with expert technology that improves the productivity of our customers. The independent tests are performed to industry and customer specific standards.
Industrial Electronics (IE)
The IE segment of the Company includes the design, manufacture and distribution of an extensive range of test, processes and other equipment used in the manufacturing processes of customers in various industries in the consumer and industrial market. Our equipment includes environmental chambers, leak detectors, autoclaves, centrifuges, dynamic testers, Highly Accelerated Stress Test (“HAST”) testers, temperature-controlled chucks, and more. This segment also provides preventive maintenance, calibration services, repair services and upgrading and refurbishment services for temperature, humidity and pressurization equipment. In addition to marketing our proprietary products, we distribute mechanical, electrical and electronic products made by manufacturers around the world. The products include environmental chambers, mechanical shock and vibration testers, specialized equipment for aerospace applications and more. We offer an extensive range of components, including connectors, cables, camera modules, LCD displays, and touch screen panels. Leveraging our engineering and integration expertise, we customize and optimize these solutions to meet the unique requirements of each customer, delivering enhanced performance, reliability, and value. We also support our customers with their extended research and development arm in product design, leveraging the expert skills of our component engineers and design engineers.
Others
Company has real estate investments made in ChongQing, China. When identifying reportable segments, management evaluates the contribution of each segment to our overall business strategy and whether the segment reported provides meaningful information to users about the Company’s performance and prospects. Revenue from the real-estate investment has been below 1% of total revenue in the past five fiscal years due to the negative real-estate environment in China. Effective in Fiscal 2025, management therefore concluded that the real-estate segment is not integral to the Company’s operations and does not intend to allocate any additional resources to this segment. As a result, this segment ceased to be a reportable segment and has been presented under the Others segment.
Product Research and Development
We focus our research and development activities on improving and enhancing both product design and process technology. We conduct product and system research and development activities for our products in the U.S. and Singapore. Research and development expense was $397 and $384 for the years ended June 30, 2026 and 2025, respectively.
Marketing, Distribution and Services
We market our products and services worldwide, directly and through independent sales representatives and our own marketing team. We have approximately five independent sales representatives operating in the U.S. and another twenty-two in foreign countries. All sales representatives represented the SBS and IE segments for products and services produced and provided by our facilities in different locations.
Customer Concentration
During the years ended June 30, 2026 and 2025, combined sales of equipment and services to our three largest customers accounted for approximately 57.6% and 41.0%, respectively, of our total net revenue. Of those sales, one major U.S.-based customer, served through our SBS segment, accounted for $24,222 (38.7%) and $1,285 (3.5%) for the years ended June 30, 2026 and 2025, respectively. The increase was primarily attributable to new service business associated with the customer's geographic sourcing realignment, which expanded demand for the Company's services. In addition, one customer of our IE segment accounted for approximately $6,494 (10.4%) and $6,139 (16.8%) of the Company's consolidated revenue for the year ended June 30, 2026 and 2025, respectively.
As of June 30, 2026 and 2025, trade account receivables from our three largest customers accounted for approximately 38.6% and 48.9%, respectively, of our total trade account receivables. Within these balance, $3,012 (22.2%) and $485 (4.5%) of our total trade account receivables were from one major customer for the years ended June 30, 2026 and 2025, respectively. We regularly assess the creditworthiness of our customers and evaluate the adequacy of the allowance for expected credit losses.
Backlog
The following table sets forth the Company’s backlog as of June 30, 2026 and 2025:
| For the Year Ended June 30, |
||||||||
| 2026 |
2025 |
|||||||
| Semiconductor Back-end Solutions backlog |
$ | 19,773 | $ | 6,695 | ||||
| Industrial Electronics backlog |
4,399 | 4,335 | ||||||
| 24,172 | 11,030 | |||||||
Based on our past experience, we do not anticipate any significant cancellations or renegotiation of sales. The purchase orders for the SBS and IE businesses generally require delivery within 12 months from the date of the purchase order and certain costs are incurred before delivery. In the event of the cancellation of a confirmed purchase order, we require our customers to reimburse us for all costs incurred. We do not anticipate any difficulties in meeting delivery schedules.
For testing services in the SBS segment, purchase orders are generally received during the course of delivery. Accordingly, testing services backlog of approximately $9,054 represents a soft backlog based on management's estimate of customer demand for the next three months, using customer forecasts and other demand indications rather than firm purchase orders. As such, the backlog is not a binding commitment and may not be indicative of future revenue ultimately recognized.
Materials and Supplies
Our products are designed by our engineers and are assembled and tested at our facilities in the U.S., China and Singapore. We purchase all parts and certain components from outside vendors for assembly purposes. We have no written contracts with any of our key suppliers. As these parts and components are available from a variety of sources, we believe that the loss of any one of our suppliers would not have a material adverse effect on our results of operations taken as a whole.
Competition
Our ability to compete is dependent on our ability to develop, introduce and sell new products, or enhanced versions of existing products, on a timely basis and at competitive prices, while reducing our costs.
Semiconductor Back-end Solutions (SBS)
Our SBS testing services operate in a competitive landscape, with numerous laboratories in our regions offering similar capabilities. The intense competition has accelerated industry consolidation, particularly in Asia, thinning the field of competitors. While the presence of semiconductor manufacturers' competitors poses risks to our revenue, we believe that our established reputation, decades of expertise, and deep customer relationships will continue to secure our market position.
The principal competitive factors in the SBS manufacturing processes of burn-in and reliability test equipment include product performance, reliability, service and technical support, product improvements, price, established relationships with customers and product familiarity. We have been in business for more than 60 years which has helped us to establish and nurture long-term relationships with customers.
Industrial Electronics (IE)
Our IE segment includes the design, manufacture and distribution of an extensive range of test, process and other equipment used in the manufacturing processes of customers in various industries in the consumer and industrial market. We offer an extensive range of components, including connectors, cables, camera modules, LCD displays, and touch screen panels. Leveraging our engineering and integration expertise, we customize and optimize these solutions to meet the unique requirements of each customer, delivering enhanced performance, reliability, and value. We also support our customers as their extended research and development arm in product design, leveraging the expert skills of our component engineers and design engineers.
While the equipment and component market remains highly competitive, our integrated approach combines standard product offerings with value-added services such as customization and technical support. This combination allows us to meet specialized customer needs more comprehensively, creating modest but sustainable differentiation in our target markets, supporting consistent revenue generation while strengthening our position in key customer segments.
Patents
During the years ended June 30, 2026 and 2025, we did not register any patents within the U.S.
It is typical in the semiconductor industry to receive notices from time to time, alleging infringement of patents or other intellectual property rights of others. We do not believe that we infringe on the intellectual property rights of any others. However, should any claims be brought against us, the cost of litigating such claims and any damage could materially and adversely affect our business, financial condition, and results of operations.
Employees
As of June 30, 2026, we had approximately 943 full-time employees and 3 part-time employees. Geographically, approximately 5 full-time employees were located in the U.S. and approximately 938 full-time employees in Asia. None of our employees are represented by a labor union.
There were approximately 894 employees in the SBS segment, 30 employees in the IE segment and 19 employees in general administration, logistics, real estate and others as of June 30, 2026.
As of June 30, 2025, we had approximately 614 full-time employees and 4 part-time employees. Geographically, approximately 5 full-time employees were located in the U.S. and approximately 609 full-time employees in Asia. None of our employees are represented by a labor union.
There were approximately 559 employees in the SBS segment, 31 employees in the IE segment, and 24 employees in general administration, logistics, real estate and others as of June 30, 2025.
As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, we are not required to provide the information required by this item.
ITEM 1B – UNRESOLVED STAFF COMMENTS
Not applicable.
Risk Management and Strategy
We recognize the critical importance of developing, implementing, and maintaining cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity and availability of our data.
Risks from Cybersecurity Threats
In Fiscal 2026, on March 11, 2026, we identified a cybersecurity incident affecting one of our subsidiaries in Singapore (the “Subsidiary”). The incident involved a ransomware attack that resulted in the encryption of certain files within the Subsidiary’s network. On March 18, 2026, the incident had escalated and resulted in the unauthorized disclosure of certain Company data.
Upon discovery of the cybersecurity incident, the Subsidiary promptly activated its incident response protocols and implemented containment measures, including proactively taking its network offline, engaged -party cybersecurity experts to assist with the investigation and remediation efforts, as well as notified relevant law enforcement authorities in Singapore. The Company has since rebuilt affected systems, enhanced monitoring and security controls across its network environment. To date, we believe that the containment actions have been effective, and since the initiation of these efforts, we have not observed any evidence of new unauthorized activity. Relevant law enforcement authorities have completed their review of the incident and concluded no further action will be taken against the company.
The Company has maintained cybersecurity insurance coverage that could mitigate possible costs and losses associated with the incident, including those related to impacted data, litigation, regulatory actions, and related matters.
As of the date of this report, the incident has not resulted in any material disruption to the Company's operations, nor has it had a material impact on the Company’s financial condition or results of operations for the year ended June 30, 2026.
Governance
As of the date of filing of this Form 10-K, we believe that our existing facilities are adequate and suitable to cover any sudden increase in our needs in the foreseeable future.
The following table presents the relevant information regarding the location and general character of our principal manufacturing and testing facilities:
| Approx. Sq. Ft. |
Owned (O) or Leased (L) |
|||||
| Location |
Segment |
Occupied |
& Expiration Date |
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| 16139 Wyandotte Street, Van Nuys, |
Corp/ IE |
5,200 | (L) Mar 2031 |
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| CA 91406, | ||||||
| United States of America | ||||||
| 1004, Toa Payoh North, Singapore |
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| Unit No. HEX 07-01/07 |
SBS |
6,864 | (L) Sep 2030 |
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| Unit No. HEX 07-01/07, (ancillary site) |
SBS |
2,532 | (L) Sep 2030 |
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| Unit No. HEX 03-01/02/03 |
SBS |
2,959 | (L) Sep 2030 |
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| Unit No. HEX 01-03/04/05/06/07 | SBS |
3,568 | (L) Oct 2030 |
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| Unit No. HEX 01-08/15 |
SBS |
6,864 | (L) Jan 2031 |
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| Unit No. HEX 01-08/15, (ancillary site) |
SBS |
449 | (L) Jan 2031 |
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| Unit No. HEX 07-10/11 |
SBS /IE |
1,953 | (L) Dec 2029 |
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| 1008, Toa Payoh North, Singapore |
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| Unit No. HEX 03-09/17 |
Corp/ IE |
6,099 | (L) Jan 2031 |
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| Unit No. HEX 03-09/17, (ancillary site) |
Corp/ IE |
70 | (L) Jan 2031 |
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| Unit No. HEX 01-09/10/11 |
IE |
2,202 | (L) Nov 2026 |
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| Unit No. HEX 01-15/16 |
IE |
1,400 | (L) Sep 2026 |
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| Unit No. HEX 01-08 |
SBS |
603 | (L) Sep 2026 |
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| Unit No. HEX 01-12/14 |
IE |
1,664 | (L) Jul 2028 |
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| Lot No. 11A, Jalan SS8/2, |
SBS |
78,706 | (O) |
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| Sungai Way Free Industrial Zone, |
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| 47300 Petaling Jaya, |
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| Selangor Darul Ehsan, Malaysia |
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| 120B-17-17, Persiaran Bayan Indah, | SBS |
600 | (L) Aug 2026 |
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| Quay West Residence, 11900 Pulau Penang |
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| 27-A, Lintang Sungai Tiram 5, |
SBS |
1,300 | (L) March 2028 |
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| 11900 Bayan Lepas Pulau Pinang | ||||||
| 27-B, Lintang Sungai Tiram 5, | SBS |
1,500 | (L) Dec 2026 |
|||
| 11900 Bayan Lepas Pulau Pinang |
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| 2481, Tingkat Perusahaan 4, Kawasan Perusahaan Perai, | SBS |
104,436 | (L) May 2028 |
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| 13600 Perai, Pulau Pinang | ||||||
| 327, Chalongkrung Road, |
SBS |
34,433 | (O) |
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| Lamplathew, Lat Krabang, |
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| Bangkok 10520, Thailand |
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| Room 206-1 & 2, Zone B, Building 3, 99 West |
SBS |
13,240 | (L) May 2029 |
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| Suhong Road, Suzhou industrial Park, China |
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| 215021 | ||||||
| 27-05, Huang Jin Fu Pan, |
Others |
463 | (L) Aug 2026 |
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| No. 26 Huang Jin Qiao Street |
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| Hechuan District Chongqing |
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| China 401520 |
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| B7-2, Xiqing Economic Development Area |
SBS |
45,940 | (L) Apr 2027 |
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| International Industrial Park |
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| Tianjin City, China 300385 |
The Company is, from time to time, the subject of litigation claims and assessments arising out of matters occurring in its normal business operations. In the opinion of management, resolution of these matters will not have a material adverse effect on our consolidated financial statements.
There are no material proceedings to which any director, officer or affiliate of the Company, any beneficial owner of more than five percent of the Company’s common stock, or any associate of such person, is a party that is averse to the Company or its properties.
ITEM 4 – MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5 – MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
On April 24, 2026, the Company entered into a securities purchase agreement for a registered direct offering of 1,052,632 shares of Common Stock at a purchase price of $9.50 per share. The offering closed on April 27, 2026, resulting in aggregate gross proceeds to the Company of approximately $10 million, before deducting placement agent commissions and other offering expenses.
On May 8, 2025, the Company's Board of Directors authorized a share repurchase program under which the Company may repurchase up to $1 million of its issued and outstanding Common Stock over a period of two years.
As of June 30, 2026, the Company repurchased 2,593 shares of Common Stock for an aggregate purchase price of $12. $988 remained available under the repurchase authorization.
As of September 1, 2026, there were 10,384,698 shares of our Common Stock issued and outstanding, and the Company had approximately 49 record holders of Common Stock. The number of record holders does not include the number of persons whose stock is in nominee or “street name” accounts through brokers.
Effective September 16, 2026, our Common Stock began trading on the Nasdaq Global Market under the symbol “TRT”. Prior to that date, our Common Stock was traded on NYSE American LLC under the same symbol.
Dividend Policy
We did not declare any cash dividends during the years ended June 30, 2026 or June 30, 2025.
The determination as to whether to pay any future cash dividends will depend upon our earnings and financial position at that time and other factors as the Board of Directors may deem appropriate. In general, California law prohibits the payment of dividends unless the corporation’s retained earnings prior to the dividend equals or exceeds the dividend or, immediately after payment of the dividends, the corporation’s assets would equal or exceed its total liabilities. There is no assurance that dividends will be paid to holders of Common Stock in the foreseeable future.
ITEM 7 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (IN THOUSANDS, EXCEPT PERCENTAGES AND SHARE AMOUNTS)
The following discussion and analysis should be read in conjunction with our disclaimer on “Forward-Looking Statements,” “Item 1. Business,” and our Consolidated Financial Statements, the notes to those statements and other financial information contained elsewhere in this Annual Report. For purposes of this Management’s Discussion and Analysis within this Annual Report, all monetary amounts are stated in thousands except for par values and per share amounts, unless otherwise stated.
Overview
Our core business is and historically has been in the semiconductor industry, including manufacturing test equipment, testing services, and distribution of test and other semiconductor equipment and electronic components. TTI develops and manufactures an extensive range of test equipment used in the “front-end” and the “back-end” manufacturing processes of semiconductors. Our equipment includes leak detectors, autoclaves, centrifuges, burn-in systems and boards, HAST testers, temperature-controlled chucks, and more. TTI provides comprehensive electrical, environmental, and burn-in testing services to semiconductor manufacturers in our testing laboratories.
In addition to marketing our proprietary products, we distribute complementary products made by manufacturers around the world. Leveraging our engineering and integration expertise, we customize and optimize these solutions to meet the unique requirements of each customer, delivering enhanced performance, reliability, and value. We also support our customers as their extended research and development arm in product design, leveraging the expert skills of our component engineers and design engineers.
During the years ended June 30, 2026 (“Fiscal 2026”) and June 30, 2025 (“Fiscal 2025”), Trio-Tech International revenue from Semiconductor Back-end Solutions and Industrial Electronics represented 78.3% and 21.6% of our revenue, respectively, as compared to 67.7% and 32.2% respectively, during Fiscal 2025. Revenue from our Semiconductor Back-end Solutions and Industrial Electronics segments accounted for more than 99.9% of our total revenue for the years ended June 30, 2026 and 2025, respectively.
Fiscal 2026 Highlights
| ● |
Total revenue increased by $26,132, or 72%, to $62,605 in Fiscal 2026, as compared to $36,473 in Fiscal 2025. |
|
| ● |
SBS segment revenue increased by $24,336, or 99%, to $49,018 in Fiscal 2026, as compared to $24,682 in Fiscal 2025. |
|
| ● |
IE segment revenue increased by $1,798 or 15% to $13,554 in Fiscal 2026, as compared to $11,756 in Fiscal 2025. |
|
| ● |
Other segment revenue decreased by $2 or 6% to $33 in Fiscal 2026, as compared to $35 in Fiscal 2025. |
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| ● |
Overall gross profit margin decreased by 8.5% to 16.6% in Fiscal 2026, as compared to 25.1% in Fiscal 2025. |
|
| ● | Overall gross profit increased by $1,273 or 14% to $10,417 in Fiscal 2026, as compared to $9,144 in Fiscal 2025. | |
| ● |
General and administrative expense increased by $1,487 or 19% to $9,377 in Fiscal 2026 as compared to $7,890 in Fiscal 2025. |
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| ● |
Selling expense increased by $129, or 18%, to $847 in Fiscal 2026, as compared to $718 in Fiscal 2025. |
|
| ● |
Loss from operations was $204 in Fiscal 2026, reflecting a decline of $458, as compared to income from operations of $254 in Fiscal 2025. |
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| ● |
Net other income was $593 in Fiscal 2026, a shift of $674 as compared to net other expense of $81 in Fiscal 2025. |
|
| ● |
Income from continuing operations before income taxes was $389 in Fiscal 2026, reflecting an increase of $216 as compared to $173 in Fiscal 2025. |
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| ● |
Net loss attributable to TTI common shareholders for Fiscal 2026 was $34, as compared to net loss of $41 in Fiscal 2025. |
|
| ● |
Net income attributable to non-controlling interest for Fiscal 2026 was $253, as compared to net income of $41 in Fiscal 2025. |
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| ● |
Working capital increased by $6,858, or 27.1%, to $32,155 as of June 30, 2026, as compared to $25,297 as of June 30, 2025. |
The highlights above are intended to identify certain of the Company’s significant events and transactions during Fiscal 2026. These highlights are not intended to be a full discussion of our results for the year and should be read in conjunction with the discussion of these items in Item 7 and with our consolidated financial statements and footnotes accompanying this Annual Report.
General Financial Information
Total assets as of June 30, 2026 were $60,687, an increase of $19,619, or 47.8%, compared to $41,068 as of June 30, 2025. The increase was primarily due to an increase in cash and cash equivalents, trade accounts and other receivables, inventories, prepaid expense, property, plant and equipment (“PPE”) and operating lease right-of-use assets.
Cash and cash equivalents totaled $21,428 as of June 30, 2026, an increase of $10,538, or 96.8%, compared to $10,890 as of June 30, 2025. The increase was primarily attributable to proceeds from the issuance of shares and higher operating cash flows driven by improved revenue. The increase was partially offset by capital expenditures for PPE and cash used to acquire a non-controlling interest in the Malaysia subsidiary. Short-term deposits and restricted term deposits decreased by $1,507 from $8,568 to $7,061. The decrease in short-term deposits reflects management's strategy to preserve liquidity and enhance financial flexibility, positioning the Company to respond to expected customer orders and evolving business requirements.
Trade accounts receivable as of June 30, 2026 were $13,546, an increase of $2,742 or 25.4%, compared to $10,804 as of June 30, 2025. The increase was primarily attributable to higher revenue across both business segments, driven mainly by the Company’s operations in Malaysia and Singapore. The number of days' sales outstanding improved to 70 days for the year ended June 30, 2026, from 106 days for the year ended June 30, 2025.
Other receivables as of June 30, 2026 were $1,056, an increase of $448, or 73.7%, compared to $608 as of June 30, 2025. The increase was mainly attributable to higher other receivables arising from the Company's expanded operation in Malaysia, as well as higher advance payments made to suppliers for goods and services in the Company’s Singapore operations.
Inventories as of June 30, 2026 were $3,406, an increase of $1,144, or 50.6%, compared to $2,262 as of June 30, 2025. The increase was primarily attributable to higher backlog levels in the Company’s Singapore operations, which required the Company to maintain higher inventory levels to support ongoing order fulfillment. As inventory levels increased relative to sales, days inventory held increased to 112 days at the end of Fiscal 2026, compared to 88 days at the end of Fiscal 2025.
Prepaid expense and other current assets as of June 30, 2026 were $395, an increase of $11 or 2.9%, compared to $384 as of June 30, 2025. Prepaid expenses primarily comprise prepaid software licensing fees and information technology maintenance contracts.
Investment properties as of June 30, 2026 were $293, a decrease of $52 or 15.1% from $345 as of June 30, 2025. The decrease was attributable to the depreciation charged for the year.
PPE as of June 30, 2026 was $6,598, an increase of $577 or 9.6% compared to $6,021 as of June 30, 2025. The increase was primarily attributable to the acquisition of machinery and equipment at the Company's Malaysia, Singapore and China operations to expand capacity to support new burn-in testing services, partially offset by depreciation expense and foreign currency translation movements during Fiscal 2026.
Other assets as of June 30, 2026 were $774, an increase of $543, or 235.1%, compared to $231 as of June 30, 2025. This was primarily due to security and utility deposit paid in connection with new lease of plant in Malaysia and foreign currency exchange movement between June 30, 2025 and June 30, 2026.
Total liabilities as of June 30, 2026 were $17,672, an increase of $10,595, or 149.7%, compared to $7,077 as of June 30, 2025. The increase in liabilities was primarily due to an increase in accounts payable, accrued expense, income tax payable and operating lease.
Lines of credit as of June 30, 2026 were $nil, a decrease of $141, compared to $141 as of June 30, 2025. Company has sufficient cash resources to fund its ongoing operations, reducing the need for borrowings under its lines of credit.
Accounts payable as of June 30, 2026 were $7,577, an increase of $5,681, or 299.6% from $1,896 as of June 30, 2025. The increase was consistent with revenue growth in the Company's Malaysia and Singapore operations and reflected higher procurement activity to support expanding business operations.
Accrued expense as of June 30, 2026 were $2,812, a decrease of $224, or 7.4% from $3,036 as of June 30, 2025. The decrease was primarily attributable to the renewal of existing leases for a term longer than twelve months, resulting in the reclassification of the related provision for reinstatement costs from current to non-current liabilities, partially offset by higher employee-related costs reflecting performance-based compensation driven by improved operational performance in the Company's Singapore, Malaysia and Thailand operations.
Income tax payable as of June 30, 2026 was $213, an increase of $91, or 74.6% from $122 as of June 30, 2025. The increase was mainly due to higher taxable profit in Singapore and Thailand operations in Fiscal 2026.
Bank loans payable as of June 30, 2026 were $445, a decrease of $239 or 34.9% from $684 as of June 30, 2025. The decrease was primarily attributable to loan repayments, with no new borrowings during Fiscal 2026.
Finance leases as of June 30, 2026 were $nil, a decrease of $43 or 100.0% as compared to $43 as of June 30, 2025. The decrease primarily reflected the full repayment of finance lease obligations for the Company’s Singapore and Malaysia operations, with no new finance lease additions during fiscal 2026.
Other non-current liabilities as of June 30, 2026 were $938, an increase of $907 or 2925.8% as compared to $31 as of June 30, 2025. The increase was primarily attributable to the provision for reinstatement costs recognized in connection with a new plant lease in Malaysia, as well as provisions associated with existing leases renewed for terms exceeding twelve months.
Operating lease right-of-use assets as of June 30, 2026 were $5,481, an increase of $4,617 or 534% as compared to $864 as of June 30, 2025. The corresponding lease liabilities as of June 30, 2026 were $5,465, an increase of $4,601 or 532.5% as compared to $864 as of June 30, 2025. The increase was primarily attributable to the commencement of new leases in Malaysia operation, as well as renewal of existing lease by other subsidiaries during Fiscal 2026.
Uncertainties and Remedies
There are several influencing factors which create uncertainties when forecasting performance, such as the changing nature of technology, specific customer requirements, decline in demand for certain types of burn-in devices or equipment, decline in demand for testing services and fabrication services, and other factors. One factor that influences uncertainty is the highly competitive nature of the semiconductor industry. Additionally, certain customers are unable to provide a forecast of the products required in the upcoming weeks, rendering it difficult to plan adequate resources needed to meet these customers’ requirements because of short lead time and last-minute order confirmation. This will normally result in a lower margin for these products as it is often more expensive to purchase materials in a short time frame. However, the Company has taken certain actions and formulated certain plans to deal with and to help mitigate these unpredictable factors. For example, to meet manufacturing customers’ demands upon short notice, the Company maintains higher inventories but continues to work closely with its customers to avoid stockpiling. We believe that we have improved customer service through our efforts to keep our staff up to date on the newest technology and stressing the importance of understanding and meeting the stringent requirements of our customers. Finally, the Company is exploring new markets and products, looking for new customers, and upgrading and improving burn-in technology while at the same time searching for improved testing methods for higher technology chips.
The Company’s primary exposure to movements in foreign currency exchange rates relates to non-U.S. dollar-denominated sales and operating expense in its subsidiaries. Strengthening of the United States dollar (“U.S. Dollar”) relative to foreign currencies adversely affects the U.S. Dollar value of the Company’s foreign currency-denominated sales and earnings, and generally leads the Company to raise international pricing, potentially reducing demand for the Company’s products. Margins on sales of the Company’s products in foreign countries and on sales of products that include components obtained from foreign suppliers could be materially adversely affected by foreign currency exchange rate fluctuations. In some circumstances, for competitive or other reasons, the Company may decide not to raise local prices to fully offset the U.S. Dollar’s strengthening, or at all, which would adversely affect the U.S. Dollar value of the Company’s foreign currency-denominated sales and earnings. Conversely, a strengthening of foreign currencies relative to the U.S. Dollar, which has generally resulted as a result of current U.S. economic and trade policies, while generally beneficial to the Company’s foreign currency denominated sales and earnings, could cause the Company to reduce international pricing, thereby limiting the benefit. Additionally, strengthening of foreign currencies may also increase the Company’s cost of product components denominated in those currencies, thus adversely affecting gross margins.
The Company maintains monetary assets and liabilities denominated in currencies other than its functional currency. At each reporting date, these items are remeasured into the functional currency at the period-end spot rate. Resulting unrealized foreign currency gains or losses are included in net income and reported as reconciling items in the statement of cash flows under the indirect method. Our operations in Singapore and Malaysia hold certain monetary assets, including U.S. Dollar-denominated accounts receivable and cash balances. The weakening of the U.S. Dollar against the Singapore Dollar and Malaysian Ringgit could result in an unrealized foreign currency loss upon remeasurement of these U.S. Dollar balances into the functional currency of respective subsidiaries. While such impacts affect reported earnings in the period, they are unrealized in nature and may reverse in future periods depending on exchange rate movements and the timing of settlement of these balances.
The U.S. tariff regime announced in April 2025 could potentially influence downstream demand variability among our customers. Trade and tariff policy affecting the semiconductor industry has continued to evolve. In January 2026, the U.S. government imposed a Section 232 tariff on certain advanced semiconductor articles, and additional tariffs or trade restrictions affecting semiconductors, semiconductor manufacturing equipment, and related products remain under active consideration by U.S. trade authorities. While we do not have significant direct exposure to these tariffs, secondary effects may arise if our customers adjust their procurement, manufacturing, or sourcing strategies in response to trade policy developments. Based on our observations, certain customers have continued to shift testing activities away from China to alternative geographies, as discussed above in connection with our SBS segment results. The ultimate scope, duration, and impact of these trade measures on macroeconomic and industry-specific demand remain uncertain, and continued trade tensions between the U.S. and China could result in further revenue volatility or declining economic conditions affecting our business. We continue to evaluate capacity adjustments in alignment with observable demand signals while maintaining operational flexibility to adapt to changing market conditions.
The semiconductor industry is currently experiencing a global shortage of memory components, driven by a structural reallocation of manufacturing capacity toward high-bandwidth memory used in artificial intelligence infrastructure. While this shortage has primarily affected semiconductor device manufacturers reliant on memory inputs, it has contributed to extended lead times and increased costs for certain electronic components used in the manufacture and servicing of our testing equipment. At the same time, sustained demand for testing services related to AI-related semiconductor devices has continued to support revenue growth in our SBS segment, as discussed above. The extent and duration of the memory shortage, and its effect on our supply chain, equipment costs, and customer demand, remain uncertain, and we continue to monitor developments in the memory and broader semiconductor markets and to adjust our procurement and inventory practices accordingly.
During Fiscal 2026, an armed conflict in the Middle East involving Israel, Iran, and other parties resulted in significant disruption to global oil and natural gas markets, including a period of substantial disruption to shipping through the Strait of Hormuz and damage to regional energy infrastructure. These events led to significant volatility in global energy prices and contributed to broader inflationary pressures across global supply chains during the period. A ceasefire was subsequently reached, though tensions in the region have continued to evolve, including a breakdown of the ceasefire and renewed price volatility after our fiscal year-end. Based on our assessment, the Company has experienced minimal direct impact on its supply chain to date, due to its indirect exposure to the affected region and the geographic diversification of its suppliers and customers. The Company's approach has been to absorb incremental costs where necessary to remain competitive, while passing through a portion of such cost increases to customers, mitigating the impact on our operating results. However, continued or renewed disruption in the region could result in further volatility in energy prices and broader inflationary pressures that may adversely affect our operating costs and those of our customers and suppliers.
Risks and uncertainties related to supply chain challenges, uncertainty regarding tariffs, and inflationary pressures may continue to negatively impact our gross margin and operating results. We continue to closely monitor these developments and their broader impacts, as well as evaluate appropriate actions to mitigate potential business impacts.
Critical Accounting Estimates
Our consolidated financial statements are prepared in accordance with GAAP, which requires us to make estimates and apply judgments that affect the reported amounts. In the Notes to the Consolidated Financial Statements, we describe the significant accounting policies used in preparing the consolidated financial statements. Our management has discussed the development, selection, and disclosure of our critical accounting estimates with the Audit & Risk Committee of our Board of Directors. The following items require significant estimation or judgment:
Account Receivables and Allowance for Credit Losses
During the normal course of business, we extend unsecured credit to our customers in all segments. Typically, credit terms require payment to be made between 30 to 90 days from the date of the sale. We generally do not require collateral from customers. We maintain our cash accounts at credit-worthy financial institutions.
The Company accounts for allowance for credit losses under the current expected credit loss (“CECL”) impairment model for its financial assets, including accounts receivable, and presents the net amount of the financial instrument expected to be collected. The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, which considers forecasts of future economic conditions in addition to information about past events and current conditions. Estimation of expected credit losses requires significant management judgment and the use of subjective assumptions. Based on this model, the Company estimates the amount of uncollectible accounts receivable at the end of each reporting period based on the aging of the receivable balance, current and historical customer trends, communications with its customers, and macro-economic conditions. Actual credit losses may differ from these estimates if customer financial conditions deteriorate or if future macroeconomic conditions vary from our projections. Amounts are written off after considerable collection efforts have been made and the amounts are determined to be uncollectible.
Inventory Valuation
Inventories of our SBS and IE segments, consisting principally of raw materials, works in progress, and finished goods, are stated at the lower of cost and net realizable value, using the first-in, first-out (“FIFO”) method. Determining the net realizable value and necessary excess or obsolescence reserves requires significant management judgment and estimation. The semiconductor industry is characterized by rapid technological change, short-term customer commitments and swiftly changing demand. Provisions for estimated excess and obsolete inventory are based on regular reviews of inventory quantities on hand and management's key assumptions regarding the latest forecasts of product demand and production requirements from our customers. Inventories are written down for not-saleable, excess or obsolete raw materials, works-in-process and finished goods by charging such write-downs to cost of sales. In addition to write-downs based on newly introduced parts, statistics and judgments are used for assessing provisions of the remaining inventory based on sale ability and obsolescence. Due to the estimation uncertainty inherent in forecasting future demand, actual results may differ from our estimates.
Long-Lived Assets & Impairment
Our business requires heavy investment in manufacturing facilities and equipment that are technologically advanced but can quickly become significantly underutilized or rendered obsolete by rapid changes in demand. Evaluating the recoverability of these assets involves significant management judgment and estimation.
We evaluate our long-lived assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Factors considered important that could result in an impairment review include significant underperformance relative to expected historical or projected future operating results, significant changes in the manner of use of the assets or the strategy for our business, significant negative industry or economic trends, and a significant decline in our stock price for a sustained period of time. Determining recoverability requires estimating future undiscounted cash flows expected to be generated over the remaining useful life of the asset group. Key management assumptions used in these forecasts include projected production volumes and labor costs. These estimates are inherently uncertain and subject to market volatility.
If the sum of estimated undiscounted cash flows is less than the carrying value, an impairment loss is recognized for the amount by which the carrying value exceeds the estimated fair value of the asset group.
We have not identified any changes in circumstances requiring further impairment test in Fiscal 2026. Our assessments established that the estimated undiscounted cash flows for our primary asset groups continued to exceed their carrying amounts, resulting in no impairment charges for Fiscal 2026. We will continue to monitor impairment indicators, such as changes in forecasted cash flows, customer demands, or disposition activity in future periods. If future cash flow expectations decline, we may be required to record impairment of the asset groups.
Income Tax
We account for income taxes using the liability method in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes (“ASC Topic 740”), which requires an entity to recognize deferred tax liabilities and assets. Deferred tax assets and liabilities are recognized for the future tax consequence attributable to the difference between the tax bases of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in future years. Further, the effects of enacted tax laws or rate changes are included as part of deferred tax expense or benefits in the period that covers the enactment date. Establishing deferred tax assets and associated valuation allowances involves significant management judgment and estimation. Management evaluates the realizability of deferred tax assets across individual tax jurisdictions based on key assumptions, including historical profitability, projected future taxable income and the timing of the reversal of temporary differences. Management believes it is more likely than not that some portion or all of the deferred tax assets will not be realized. Accordingly, a valuation allowance was provided as of June 30, 2026 and 2025.
The calculation of tax liabilities involves dealing with uncertainties in the application of complex global tax regulations. We recognize potential liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. Due to the inherent estimation uncertainty in forecasting future taxable income across jurisdictions and predicting audit outcomes, actual results may differ from our estimates.
Recent Accounting Pronouncements
See Notes to Consolidated Financial Statements in this Form 10-K for a discussion of new accounting pronouncements, which is incorporated herein by reference.
Comparison of Operating Results
The following table presents certain data from the consolidated statements of operations and comprehensive income as a percentage of net sales for Fiscal 2026 and 2025:
| For the Year Ended June 30, |
||||||||
| 2026 |
2025 |
|||||||
| Revenue |
100.0 | % | 100.0 | % | ||||
| Cost of sales |
83.4 | % | 74.9 | % | ||||
| Gross Margin |
16.6 | % | 25.1 | % | ||||
| Operating expense: |
||||||||
| General and administrative |
15.0 | % | 21.6 | % | ||||
| Selling |
1.4 | % | 2.0 | % | ||||
| Research and development |
0.6 | % | 1.1 | % | ||||
| Gain on disposal of property, plant and equipment |
0.0 | % | (0.3 | )% | ||||
| Total operating expense |
17.0 | % | 24.4 | % | ||||
| Income from Operations |
(0.4 | )% | 0.7 | % | ||||
Revenue
Revenue comprises mainly revenue from the SBS and IE segments. The components of revenue for Fiscal 2026 and 2025 were as follows:
| For the Year Ended June 30, |
||||||||
| 2026 |
2025 |
|||||||
| Semiconductor Back-end Solutions (SBS) |
78.3 | % | 67.7 | % | ||||
| Industrial Electronics (IE) |
21.6 | % | 32.2 | % | ||||
| Others |
0.1 | % | 0.1 | % | ||||
| Total |
100 | % | 100 | % | ||||
Revenue during Fiscal 2026 was $62,605, an increase of $26,132, or 72%, compared to $36,473 during Fiscal 2025. Revenue for both SBS and IE segment have been improved.
Semiconductor Back-end Solutions (SBS)
SBS segment accounted for 78.3% of revenue for Fiscal 2026, an increase of 10.6% compared to 67.7% during Fiscal 2025. Revenue generated by the SBS segment for Fiscal 2026 was $49,018, reflecting an increase of $24,336, or 99%, compared to $24,682 during Fiscal 2025. The SBS segment reported revenue growth across all subsidiaries except for our China operations, primarily supported by stronger demand for artificial intelligence ("AI") and automotive related semiconductor testing services and products.
The Company's Malaysia operation recorded significant revenue growth following the commencement of final test services for AI chips in the first quarter of Fiscal 2026. The Company’s Thailand operations also recorded higher testing revenue as a result of increased customer testing volumes.
The Company’s Singapore operations benefited from growth in both product sales and testing services. Product sales were particularly strong in the fourth quarter of Fiscal 2026, with burn-in board sales for the full year increasing by approximately 58.4% compared with Fiscal 2025.
The growth in Malaysia, Thailand and Singapore was partially offset by lower revenue from the Company’s China operations. During Fiscal 2026, certain customers relocated their testing activities to other geographic markets in response to cross-border tariffs and geopolitical considerations. Management continues to monitor global trade developments and changes in customers’ geographic preferences and will adjust operating capacity and costs across the Company’s locations as appropriate.
As of June 30, 2026, the backlog in the SBS segment was $19,773, reflecting an increase of $13,078 from $6,695 as of June 30, 2025.
Industrial Electronics (IE)
Revenue generated by the IE segment accounted for 21.6% of total revenue during Fiscal 2026, a decrease of 10.6% compared to 32.2% during Fiscal 2025. The decrease in the IE segment's contribution to group revenue was primarily attributable to the significant revenue growth in the SBS segment in Fiscal 2026. Despite the lower percentage contribution, the IE segment reported year-over-year revenue growth, reflecting continued improvement in customer demand and business activity. IE segment revenue for Fiscal 2026 was $13,554, reflecting an increase of $1,798, or 15%, compared to $11,756 for Fiscal 2025. This improvement was primarily driven by a nearly twofold increase of aerospace-related products sales, together with growing distribution sales, partially offset by a decrease in equipment sales.
Backlog in the IE segment as of June 30, 2026 was $4,399, an increase of $64, or 1%, compared to $4,335 as of June 30, 2025. The increase was mainly attributable to higher backlog for aviation products, partially offset by lower equipment and electronic component sales backlog. The equipment and electronic components market remained highly competitive, with commoditized products widely available. Our differentiation lies in our value-added distribution model, with enhancement of standard products through customized design, engineering, integration, and sub-assembly services tailored to customer specifications, sustaining our competitive advantage over the long term.
Gross Margin
Gross margin as a percentage of revenue was 16.6% in Fiscal 2026, a decrease of 8.5% compared to 25.1% in Fiscal 2025. Overall gross profit for Fiscal 2026 was $10,417, an increase of $1,273, or 14%, compared to $9,144 for Fiscal 2025.
Gross margin as a percentage of revenue in the SBS segment was 15.7% in Fiscal 2026, a decrease of 11.7%, compared to 27.4% in Fiscal 2025. Gross profit for the SBS segment in Fiscal 2026 was $7,704, an increase of $938 or 14%, compared to $6,766 in Fiscal 2025. Despite revenue from markets outside China trending upward, the associated margins remained relatively compressed. The incremental revenue relating to final testing services that commenced in Fiscal 2026 was attributable to new service streams that required no capital investment, resulting in lower margin profiles that reflect the reduced risk exposure. As the revenue mix increasingly shifts toward final testing services, gross profit margin is expected to trend below historical levels for the SBS segment, partially offset by continued growth in service volumes and improvements in operating efficiency.
Gross margin as a percentage of revenue in the IE segment was 20.3% in Fiscal 2026, a decrease of 0.2%, compared to 20.5% in Fiscal 2025. Gross profit in the IE segment in Fiscal 2026 was $2,752, an increase of $340, or 14%, compared to $2,412 in Fiscal 2025. While IE gross profit improved in absolute terms, gross margin declined, reflecting a less favorable sales mix, mainly attributable to a lower proportion of high-margin equipment sales in Fiscal 2026.
Operating Expense
Operating expense for the years ended June 30, 2026 and 2025 were as follows:
| For the Year Ended June 30, |
||||||||
| 2026 |
2025 |
|||||||
| General and administrative |
$ | 9,377 | $ | 7,890 | ||||
| Selling |
847 | 718 | ||||||
| Research and development |
397 | 384 | ||||||
| Gain on disposal of property, plant and equipment |
- | (102 | ) | |||||
| Total |
$ | 10,621 | $ | 8,890 | ||||
General and administrative expenses were $9,377 in Fiscal 2026, an increase of $1,487 or 19%, compared to $7,890 in Fiscal 2025. The increase in general and administrative expenses was driven by expenses associated with elevated corporate activities, including the stock split, investor relations and communication efforts, together with higher stock-based compensation expense attributable to the appreciation in the Company's share price. The increase also reflected higher personnel-related costs from increased headcount to support the SBS and IE segments, and higher incentive compensation associated with improved performance in Singapore, Malaysia and Thailand.
Selling expense was $847 in Fiscal 2026, an increase of $129 or 18% compared to $718 in Fiscal 2025. The increase in selling expense was primarily attributable to higher business travel expenses and increased commissionable sales across both the SBS and IE segments in Fiscal 2026 as compared to Fiscal 2025.
Loss from Operations
Loss from operations was $204 in Fiscal 2026, compared to income from operations of $254 in Fiscal 2025, a decline of $458. Despite lower gross profit margins in the SBS and IE segments, overall revenue growth during Fiscal 2026 was sufficient to absorb the higher operating expenses associated with the expansion of both segments. As a result, both operating segments continued to generate operating profit. However, increased corporate-level expenses, primarily professional fee and stock-based compensation, resulted in a consolidated loss from operations.
Interest Expense
Interest expense for the years ended June 30, 2026 and 2025 was as follows:
| For the Year Ended June 30, |
||||||||
| 2026 |
2025 |
|||||||
| Interest expense |
$ | 65 | $ | 45 | ||||
Interest expense was $65 in Fiscal 2026, an increase of $20 compared to $45 in Fiscal 2025 due to increased utilization of credit facilities at the Singapore operation. As of June 30, 2026, the Company had an unused line of credit of $5,646, compared to $6,074 as of June 30, 2025.
Other Income / (Expense)
Other income / (expense) for the years ended June 30, 2026 and 2025 were as follows:
| For the Year Ended June 30, |
||||||||
| 2026 |
2025 |
|||||||
| Interest income |
$ | 237 | $ | 314 | ||||
| Unrealized income from investment |
1 | - | ||||||
| Other rental income |
121 | 138 | ||||||
| Exchange loss |
(110 | ) | (671 | ) | ||||
| Dividend income |
363 | - | ||||||
| Other miscellaneous income |
29 | 38 | ||||||
| Total |
$ | 641 | $ | (181 | ) | |||
During Fiscal 2026, the Company recorded other income of $641, a favorable shift of $822 compared to other expense of $181 in Fiscal 2025. The change was primarily due to lower foreign exchange losses and dividend income received by Prestal Sdn. Bhd., one of the Company’s subsidiaries, from an investment in unquoted shares.
Our net income is exposed to foreign exchange fluctuations as our subsidiaries' functional currencies differ from the U.S. dollar. For the year ended June 30, 2026, the strengthening of the Singapore dollar against the U.S. dollar resulted in foreign exchange loss, primarily from the remeasurement of U.S. dollar-denominated monetary assets and liabilities. The impact of this fluctuation was partially mitigated by the change in functional currency of Universal Far East, which reduced the overall exposure to U.S. dollar movements.
Government Grant
During Fiscal 2026, the Company received government grants amounting to $17, of which $15 was an incentive from the Singapore government for local resident recruitment and the remaining $2 was related to capital expenditure subsidy received from the government in China.
During Fiscal 2025, the Company received government grants amounting to $145, of which $82 was an incentive from the Singapore government for local resident recruitment, $48 was related to the U.S. government's Employee Retention Credit (“ERC”) and the remaining $15 related to capital expenditure subsidy received from the government in China.
Income Tax Expense
Income tax expense for Fiscal 2026 was $228, representing an increase of $60, as compared to income tax expense of $168 for Fiscal 2025. The increase was primarily due to higher taxable income in Fiscal 2026 compared to Fiscal 2025.
On June 30, 2026, the Company had $65 federal net operating loss carry-forwards, and a state net operating loss carry-forward of $2,529, which expires in 2039. These carryovers may be subject to limitations under I.R.C. Section 382. In assessing the ability to realize the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on these criteria, management believes it is more likely than not that the Company will not realize the benefits of the federal, state, and foreign deductible differences. Accordingly, a valuation allowance has been established against deferred tax assets recorded in the US and various foreign jurisdictions.
Income / (Loss) from Discontinued Operations
Income from discontinued operations was $31 in Fiscal 2026, compared to loss from discontinued operations of $5 in Fiscal 2025. The income recognized in Fiscal 2026 was primarily attributable to the dissolution of PT SHI Indonesia during the year, pursuant to which previously recorded amounts payable was written off and recognized as other income.
Non-controlling Interest
As of June 30, 2026, the Company held a 55% interest in SHI International Pte. Ltd. and 76% interest in Prestal Enterprise Sdn. Bhd. The share of non-controlling interest for Fiscal 2026, in the net income of subsidiaries, was $253, an increase of $212 compared to a non-controlling interest in the net income of $41 for Fiscal 2025.
The Company consummated the acquisition of all the shares held by non-controlling shareholders in Trio-Tech Malaysia ("TTM") on December 3, 2025. The purchase price for the acquisition was RM14,200, paid in cash, or approximately $3,503. Upon consummation of the transaction, the Company, through Trio-Tech Singapore, owns 100% of the issued and outstanding share capital of TTM. Accordingly, the Company recognized the non-controlling interest’s share of profits through the acquisition date, and no non-controlling interest will be recognized in subsequent periods.
During the second quarter of fiscal 2026, it was identified that PT SHI Indonesia, a dormant entity that was 95% owned by SHI International Pte Ltd has been dissolved, and this dissolution did not have a material impact on the Company's consolidated financial statements.
Net Loss Attributable to Trio-Tech International Common Shareholders
Net loss attributable to Trio-Tech International common shareholders was $34 for Fiscal 2026, compared to a net loss of $41 for Fiscal 2025.
Loss per Share
Basic loss per share from continuing operations were $0.00 for Fiscal 2026 and Fiscal 2025. Basic earnings per share from discontinued operations were $nil for Fiscal 2026 and Fiscal 2025.
Diluted loss per share from continuing operations was $0.00 for Fiscal 2026 and Fiscal 2025. Diluted earnings per share from discontinued operations were $nil for Fiscal 2026 and Fiscal 2025.
Segment Information
The revenue, gross margin and income/ (loss) from each segment for the years ended June 30, 2026 and 2025 are presented below. As the segment revenue and gross margin for each segment has been discussed in previous sections, only the comparison of income/(loss) from operations is discussed below.
Semiconductor Back-end Solutions (SBS)
The revenue, gross margin and income from operations for the SBS segment for the years ended June 30, 2026 and 2025 were as follows:
| For the Year Ended June 30, |
||||||||
| 2026 |
2025 |
|||||||
| Revenue |
$ | 49,018 | $ | 24,682 | ||||
| Gross margin |
15.7 | % | 27.4 | % | ||||
| Income from operations |
$ | 403 | $ | 411 | ||||
Income from operations in the SBS segment was $403 in Fiscal 2026, a decrease of $8 or 2%, compared to income from operations of $411 in Fiscal 2025, remaining relatively consistent year over year despite significant revenue growth. Revenue growth was driven primarily by the revenue increase in Malaysia, Thailand, and Singapore operations as discussed earlier. However, operating income did not increase proportionately because final test services for AI chips generally generate lower gross margins than the segment’s other testing services. Operating expenses were $7,301 and $6,355 for Fiscal 2026 and 2025, respectively, reflecting an increase of $946. This is primarily attributable to higher personnel-related costs resulting from increased headcount to support business growth and higher performance-based compensation associated with improved operating performance in Singapore, Malaysia and Thailand. In addition, the Company's China operations experienced a decline in revenue and a corresponding compression in gross margin, driven by slow customer demand, which further weighed on the segment's overall profitability. These factors limited the earnings contribution from the segment's overall revenue growth.
Industrial Electronics (IE)
The revenue, gross margin and income from operations for the IE segment for the years ended June 30, 2026 and 2025 were as follows:
| For the Year Ended June 30, |
||||||||
| 2026 |
2025 |
|||||||
| Revenue |
$ | 13,554 | $ | 11,756 | ||||
| Gross margin |
20.3 | % | 20.5 | % | ||||
| Income from operations |
$ | 176 | $ | 236 | ||||
Income from operations in the IE segment was $176 in Fiscal 2026, compared to income from operations of $236 in Fiscal 2025. The decrease in income from operations was primarily attributable to higher operating expenses during the year. Operating expense were $2,576 and $2,176 for Fiscal 2026 and 2025, respectively. The increase of $400 in operating expense included an increase of $350 in general and administrative expenses. The increase was primarily attributable to costs associated with the Company’s expansion into the aerospace market and related business development activities. The increase also reflected a $47 increase in selling and distribution expenses, primarily due to higher agency commissions resulting from a greater proportion of commissionable revenue in the IE segment, as well as $194 of expected credit loss expense.
Corporate
The loss from operations for corporate for the years ended June 30, 2026 and 2025, respectively:
| For the Year Ended June 30, |
||||||||
| 2026 |
2025 |
|||||||
| Loss from operations |
$ | (783 | ) | $ | (393 | ) | ||
In Fiscal 2026, corporate operating loss was $783, as compared to $393 in Fiscal 2025. The increase in corporate expenses was primarily attributable to higher stock-based compensation expense and increased professional fees associated with the Company’s stock split and other corporate activities.
Liquidity
Net cash provided by operating activities was $3,427 for the year ended June 30, 2026, an increase of $3,056 as compared to $371 provided by operating activities for the prior year. The increase was primarily attributable to favorable changes in working capital of approximately $2,856, as well as improved operating performance. The Company generated net income during the year, compared to a break-even result in the prior year. The favorable working capital changes were driven by an increase of approximately $8,508 in accounts payable, accrued liabilities, contract liabilities and other non-current liabilities, partially offset by an increase in trade account receivables of $2,794 and inventories of $2,035. The increase in trade account receivable reflected higher revenue levels and the timing of customer collections, while the increase in inventories was related to higher backlog level to support ongoing order fulfillment.
Net cash used in investing activities was $1,022 for the year ended June 30, 2026, a decrease of $1,189 as compared to $167 of net cash provided by investing activities for the prior year. The changes reflected higher capital expenditures for property, plant and equipment, which increased by $774 to $1,741 in Fiscal 2026, primarily related to the Company's Malaysia operations. This was partially offset by a net withdrawal of $1,793 from unrestricted term deposits upon maturity during the year. The proceeds were held in cash to fund the upcoming operational expansion and capital requirements.
Net cash provided by financing activities was $7,378 for the year ended June 30, 2026, compared to net cash used in financing activities of $40 for the prior year, representing an increase of $7,418. The increase was driven by approximately $9,494 in proceeds from the issuance of Common Stock and an increase of $1,729 in proceeds from the exercise of stock options, compared with the prior year. These inflows were partially offset by $3,503 of cash consideration paid to acquire the non-controlling interest in the Company's Malaysia operation and an increase of $1,573 in repayments under lines of credit, compared with Fiscal 2025.
Capital Resources
Our working capital (defined as current assets minus current liabilities) has historically been funded primarily from the following sources: operating cash flow, availability under our revolving line of credit, and short-term loans. Working capital was $32,155 as of June 30, 2026, representing an increase of $6,858, or 27.1%, compared to working capital of $25,297 as of June 30, 2025. The increase in working capital was mainly driven by higher cash and cash equivalent, trade accounts receivable, other receivables, inventories and prepaid expenses. The increase in current assets was partially offset by increase in current liabilities, including accounts payable, accrued expense, income tax payable and operation leases.
The majority of our capital expenditures are based on demand from our customers, as we are operating in a capital-intensive industry. Our capital expenditures were $1,741 and $967 for the years ended June 30, 2026 and 2025, respectively. The capital expenditures in Fiscal 2026 were primarily for machinery & equipment in Malaysia, Singapore, China operations and building improvement in Malaysia and Singapore operations. We financed our capital expenditure and other operating expense through operating cash flows.
The Company filed a shelf registration statement with the Securities and Exchange Commission (“SEC”), pursuant to which we may raise capital of up to $50 million in any combination of securities including Common Stock, warrants and units, for certain capital expenditures, to finance possible acquisitions, to increase ownership or purchase the remaining equity in subsidiaries partially owned by the Company, and/or for general corporate purposes, including working capital.
On April 24, 2026, the Company entered into a securities purchase agreement with certain purchasers, pursuant to which the Company agreed to sell an aggregate of 1,052,632 shares of its Common Stock in a registered direct offering at a purchase price of $9.50 per share, utilizing the shelf registration statement filed with the SEC (the “Offering”). The Offering closed on April 27, 2026, resulting in aggregate gross proceeds of approximately $10.0 million, before deducting placement agent commissions and other Offering-related expenses. The Company intends to use the net proceeds for working capital and general corporate purposes. Following the offering, approximately $40.0 million remained available for future offerings under the shelf registration statement.
Our credit rating provides us with ready and adequate access to funds in the global market.
As of June 30, 2026, the Company had certain lines of credit that are collateralized by restricted deposits.
| Entity with |
Type of |
Interest |
Credit |
Unused |
||||||||
| Facility |
Facility |
Rate |
Limitation |
Credit |
||||||||
| Trio-Tech International Pte. Ltd., Singapore |
Lines of Credit/ Revolving term loan |
Cost of Funds Rate +1.25%/+1.75% |
$ | 4,022 | $ | 3,768 | ||||||
| Universal (Far East) Pte. Ltd. |
Lines of Credit/ Revolving term loan |
Cost of Funds Rate +1.25%/+1.75% |
$ | 1,547 | $ | 1,509 | ||||||
| Trio-Tech Malaysia Sdn. Bhd. |
Revolving credit |
Cost of Funds Rate +2% |
$ | 369 | $ | 369 | ||||||
As of June 30, 2025, the Company had certain lines of credit that are collateralized by restricted deposits.
| Entity with |
Type of |
Interest |
Credit |
Unused |
||||||||
| Facility |
Facility |
Rate |
Limitation |
Credit |
||||||||
| Trio-Tech International Pte. Ltd., Singapore |
Lines of Credit |
Cost of Funds Rate +1.25% |
$ | 4,155 | $ | 3,856 | ||||||
| Universal (Far East) Pte. Ltd. |
Lines of Credit |
Cost of Funds Rate +1.25% |
$ | 1,960 | $ | 1,864 | ||||||
| Trio-Tech Malaysia Sdn. Bhd. |
Revolving credit |
Cost of Funds Rate +2% |
$ | 354 | $ | 354 | ||||||
Off-Balance Sheet Arrangements
We do not consider the Company to have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expense, results of operations, liquidity, capital expenditures or capital resources.
ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, we are not required to provide the information required by this item.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information called for by this item is included in the Company's consolidated financial statements beginning on page F-2 of this Annual Report.
ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A – CONTROLS AND PROCEDURES
An evaluation was carried out by the Company’s Chief Executive Officer and Chief Financial Officer (the principal executive and principal financial officers, respectively, of the Company) of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended) as of June 30, 2026, the end of the period covered by this Form 10-K. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2026.
Additionally, management has the responsibility for establishing and maintaining adequate internal control over financial reporting for the Company and thus also assessed the effectiveness of our internal controls over financial reporting as of June 30, 2026. Management used the framework set forth in the report entitled “Internal Control – Integrated Framework” published by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 to evaluate the effectiveness of the Company’s internal control over financial reporting.
Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles, and includes those policies and procedures that:
| 1. |
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
| 2. |
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and |
| 3. |
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition and use or disposition of the Company’s assets that could have a material effect on the financial statements. |
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, the risk.
Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s internal controls over financial reporting were effective as of June 30, 2026.
Changes in Internal Control Over Financial Reporting
There has been no change in the Company’s internal control over financial reporting during the fourth quarter of Fiscal 2026, which were identified in connection with management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, which have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
applicable.
ITEM 9C – DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
The information required by Items through 14 of Part III of this Form -K (information regarding our directors and executive officers, executive compensation, security ownership of certain beneficial owners, management, related stockholder matters, and certain relationships and related transactions and principal accountant fees and services) is hereby incorporated by reference from the Company's Proxy Statement to be filed with the Securities and Exchange Commission within 120 days of June 30, 2026.
ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1 and 2) FINANCIAL STATEMENTS AND SCHEDULES:
The following financial statements, including notes thereto and the independent auditors' report with respect thereto, are filed as part of this Annual Report on Form 10‑K, starting on page 34 hereof:
| 1. |
Report of Independent Registered Public Accounting Firm (PCAOB ID 2136) |
|
| 2. |
Consolidated Balance Sheets |
|
| 3. |
Consolidated Statements of Operations and Comprehensive Income (Loss) |
|
| 4. |
Consolidated Statements of Shareholders' Equity |
|
| 5. |
Consolidated Statements of Cash Flows |
|
| 6. |
Notes to Consolidated Financial Statements |
(b) The exhibits filed as part of this Annual Report on Form 10-K are set forth on the Exhibit Index immediately preceding such exhibits and are incorporated herein by reference.
Not applicable.
| Number |
Description |
| 3.1 |
Articles of Incorporation of Trio-Tech International, as currently in effect. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10‑K for June 30, 1988) |
| 3.2 |
Certificate of Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed January 5, 2026) |
| 3.3 |
Third Amended and Restated Bylaws of Trio-Tech International (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed July 10, 2026) |
| 4.1 |
|
| 10.1 |
2017 Employee Stock Option Plan (Incorporated by reference to Appendix 1 to the Registrant’s Proxy Statement for its Annual Meeting held December 4, 2017.)** |
| 10.2 |
2017 Directors Equity Incentive Plan (Incorporated by reference to Appendix 2 to the Registrant’s Proxy Statement for its Annual Meeting held December 4, 2017.)** |
| 10.3 |
Amendment to 2017 Directors Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K filed September 19, 2025) |
| 10.4 |
Joint Venture Agreement between Trio-Tech SIP Co., Ltd and Suzhou Anchuang Technology Management LLP dated December 1, 2021 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed February 13, 2022) |
| 10.5 |
Equity Transfer Agreement between Suzhou Anchuang Technology Management LLP and Trio-Tech (SIP) Co. Ltd (Incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K filed September 19, 2025) |
| 10.6+ |
Equity Purchase Agreement between Trio-Tech international Pte Ltd and Lodestar Enterprise Sdn Bhd. (Incorporated by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K filed September 19, 2025) |
| 10.7 |
Placement Agent Agreement, dated April 24, 2026, between Trio-Tech International and D. Boral Capital, LLC (Incorporated by reference to Exhibit 1.1 to the Registrant's Current Report on Form 8-K, filed on April 27, 2026) |
| 10.8 |
Form of Securities Purchase Agreement, dated April 24, 2026, by and among Trio-Tech International and the purchaser signatories thereto (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on April 27, 2026) |
| 10.9 |
Lease Agreement, by and between Trio-Tech (Malaysia) SDN BHD and with Skygate Technology (M) SDN. BHD, dated April 28, 2026 (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on May 4, 2026) |
| 21.1 |
|
| 23.1 |
|
| 31.1 |
Rule 13a-14(a) Certification of Principal Executive Officer of Registrant* |
| 31.2 |
Rule 13a-14(a) Certification of Principal Financial Officer of Registrant* |
| 32 |
|
| 97.1 |
Trio-Tech International Clawback Policy (Incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K filed on September 19, 2025) |
| 101.INS |
The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.* |
| 101.SCH |
Inline XBRL Taxonomy Extension Schema* |
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase* |
| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase* |
| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase* |
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase* |
| 104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)* |
* Filed electronically herewith.
** Indicates management contracts or compensatory plans or arrangements required to be filed as an exhibit to this report.
+Certain portions of this exhibit (indicated by “[***]”) have been omitted as the Company has determined (i) the omitted information is not material and (ii) the omitted information would likely cause harm to the Company if publicly disclosed.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TRIO‑TECH INTERNATIONAL | |
| By: /s/ Srinivasan Anitha | |
| Srinivasan Anitha | |
| Chief Financial Officer | |
| September 24, 2026 |
Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacity and on the dates indicated.
| By: /s/ S.W.Yong | |
| S. W. Yong, Director | |
| Chairman and Chief | |
| Executive Officer | |
| (Principal Executive Officer) | |
| September 24, 2026 | |
| By: /s/ Srinivasan Anitha | |
| Srinivasan Anitha | |
| Chief Financial Officer | |
| (Principal Financial Officer) | |
| September 24, 2026 | |
| By: /s/ Jason T. Adelman | |
| Jason T. Adelman, | |
| Director | |
| September 24, 2026 | |
| By: /s/ Richard M. Horowitz | |
| Richard M. Horowitz, | |
| Director | |
| September 24, 2026 | |
| By: /s Victor Ting Hock Ming | |
| Victor Ting Hock Ming, | |
| Director | |
| September 24, 2026 |
INDEX TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
Trio-Tech International
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Trio-Tech International and its Subsidiaries (the “Company”) as of June 30, 2026 and 2025, and the related consolidated statements of operations and comprehensive income, shareholders’ equity and cash flows for each of the two years in the period ended June 30, 2026, and the related notes (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of June 30, 2026 and 2025, and the consolidated results of its operations and its cash flows for each of the two years in the period ended June 30, 2026 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
FORVIS MAZARS LLP
PUBLIC ACCOUNTANTS AND CHARTERED ACCOUNTANTS
We have served as the company’s auditors since 2009
/s/
September 24, 2026
PCAOB ID Number
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT NUMBER OF SHARES)
| June 30, | June 30, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Short-term deposits | ||||||||
| Short-term investment | ||||||||
| Trade accounts receivable, less allowance for expected credit losses of $ and $, respectively | ||||||||
| Other receivables | ||||||||
| Inventories, less provision for obsolete inventories of $ and $, respectively | ||||||||
| Prepaid expense and other current assets | ||||||||
| Restricted term deposits | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS: | ||||||||
| Deferred tax assets | ||||||||
| Investment properties, net | ||||||||
| Property, plant and equipment, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Other assets | ||||||||
| Restricted term deposits | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Lines of credit | $ | $ | ||||||
| Accounts payable | ||||||||
| Accrued expense | ||||||||
| Contract liabilities | ||||||||
| Income taxes payable | ||||||||
| Current portion of bank loans payable | ||||||||
| Current portion of finance leases | ||||||||
| Current portion of operating leases | ||||||||
| Total current liabilities | ||||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Bank loans payable, net of current portion | ||||||||
| Operating leases, net of current portion | ||||||||
| Deferred tax liabilities | ||||||||
| Other non-current liabilities | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| EQUITY | ||||||||
| TRIO-TECH INTERNATIONAL’S SHAREHOLDERS’ EQUITY: | ||||||||
| Common stock, par value, shares authorized; and shares issued outstanding as of June 30, 2026 and 2025, respectively | $ | $ | ||||||
| Paid-in capital | ||||||||
| Treasury stock, at cost | ( | ) | ||||||
| Accumulated retained earnings | ||||||||
| Accumulated other comprehensive income-translation adjustments | ||||||||
| Total Trio-Tech International shareholders’ equity | ||||||||
| Non-controlling interest | ( | ) | ( | ) | ||||
| TOTAL EQUITY | $ | $ | ||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | ||||||
See notes to consolidated financial statements.
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
| For the Year Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | ||||||||
| Semiconductor Back-end Solutions | $ | $ | ||||||
| Industrial Electronics | ||||||||
| Others | ||||||||
| Cost of Sales | ||||||||
| Gross Margin | ||||||||
| Operating Expense: | ||||||||
| General and administrative | ||||||||
| Selling | ||||||||
| Research and development | ||||||||
| Gain on disposal of property, plant and equipment | ( | ) | ||||||
| Total operating expense | ||||||||
| (Loss) / Income from Operations | ( | ) | ||||||
| Other Income / (Expense) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Other income / (expense), net | ( | ) | ||||||
| Government grant | ||||||||
| Total other income / (expense) | ( | ) | ||||||
| Income from Continuing Operations before Income Taxes | ||||||||
| Income Tax Expense | ( | ) | ( | ) | ||||
| Income from Continuing Operations before Non-controlling Interest, Net of Tax | ||||||||
| Discontinued Operations | ||||||||
| Income / (Loss) from discontinued operations, net of tax | ( | ) | ||||||
| NET INCOME | ||||||||
| Less: Net income attributable to non-controlling interest | ||||||||
| Net Loss Attributable to Trio-Tech International Common Shareholders | $ | ( | ) | $ | ( | ) | ||
| Amounts Attributable to Trio-Tech International Common Shareholders: | ||||||||
| Loss from continuing operations, net of tax | ( | ) | ( | ) | ||||
| Income / (loss) from discontinued operations, net of tax | ( | ) | ||||||
| Net Loss Attributable to Trio-Tech International Common Shareholders | $ | ( | ) | $ | ( | ) | ||
| Basic Loss per Share: | ||||||||
| Basic loss per share from continuing operations attributable to Trio-Tech International | $ | ( | ) | $ | ( | ) | ||
| Basic loss per share from discontinued operations attributable to Trio-Tech International | ||||||||
| Basic Loss per Share from Net Loss Attributable to Trio-Tech International | $ | ( | ) | $ | ( | ) | ||
| Diluted Loss per Share: | ||||||||
| Diluted loss per share from continuing operations attributable to Trio-Tech International | $ | ( | ) | $ | ( | ) | ||
| Diluted loss per share from discontinued operations attributable to Trio-Tech International | ||||||||
| Diluted Loss per Share from Net Loss Attributable to Trio-Tech International | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of common shares outstanding | ||||||||
| Basic | ||||||||
| Dilutive effect of stock options | ||||||||
| Number of shares used to compute earnings per share diluted | ||||||||
See notes to consolidated financial statements.
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(IN THOUSANDS)
| For the Year Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Comprehensive Income Attributable to Trio-Tech International Common Shareholders: | ||||||||
| Net income | $ | $ | ||||||
| Foreign currency translation, net of tax | ||||||||
| Comprehensive Income | ||||||||
| Less: Comprehensive income / (loss) attributable to non-controlling interest | ( | ) | ||||||
| Comprehensive Income Attributable to Trio-Tech International Common Shareholders | $ | $ | ||||||
See notes to consolidated financial statements.
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)
| Accumulated | ||||||||||||||||||||||||||||||||
| Accumulated | Other | Non- | ||||||||||||||||||||||||||||||
| Common Stock | Paid-in | Treasury | Retained | Comprehensive | controlling | |||||||||||||||||||||||||||
| Shares | Amount | Capital | Stock, at cost | Earnings | Income | Interest | Total | |||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
| Balance at June 30, 2024 | ||||||||||||||||||||||||||||||||
| Stock option expense | - | |||||||||||||||||||||||||||||||
| Net (loss) / income | - | ( | ) | |||||||||||||||||||||||||||||
| Acquisition of subsidiary without a change in control | - | ( | ) | |||||||||||||||||||||||||||||
| Exercise of stock option | ||||||||||||||||||||||||||||||||
| Translation adjustment | - | ( | ) | |||||||||||||||||||||||||||||
| Balance at June 30, 2025 (1) | ( | ) | ||||||||||||||||||||||||||||||
| Issuance of common share in private placement, net of issuance cost | ||||||||||||||||||||||||||||||||
| Stock option expense | - | |||||||||||||||||||||||||||||||
| Exercise of stock option | ||||||||||||||||||||||||||||||||
| Net (loss) / income | - | ( | ) | |||||||||||||||||||||||||||||
| Treasury stock, at cost | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Acquisition of subsidiary without a change in control | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Dividend declared by subsidiary | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Translation adjustment | - | |||||||||||||||||||||||||||||||
| Balance at June 30, 2026 (1) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| (1) |
On January 5, 2026, the Company effected a two-for-one forward stock split of the Company's issued Common Stock. All share and per-share amounts included in the accompanying condensed consolidated financial statements have been retrospectively adjusted to reflect the stock split. |
See accompanying notes to consolidated financial statements.
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
| For the Year Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flow from Operating Activities | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash flow provided by operating activities | ||||||||
| Unrealized foreign exchange loss | ||||||||
| Depreciation and amortization | ||||||||
| Gain on sale and write-off of property, plant and equipment | ( | ) | ||||||
| Stock compensation | ||||||||
| (Reversal) / Addition of provision for obsolete inventory, net | ( | ) | ||||||
| Payment of interest portion of finance lease | ( | ) | ( | ) | ||||
| Provision for expected credit losses, net of recoveries | ||||||||
| Accrued interest income, net of accrued interest expense | ( | ) | ||||||
| Addition of income tax provision | ( | ) | ||||||
| Accrued assurance warranty | ||||||||
| Deferred tax (benefit) / expenses | ( | ) | ||||||
| Repayment of operating lease | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities, net of acquisition effects | ||||||||
| Trade accounts receivable | ( | ) | ( | ) | ||||
| Other receivables | ( | ) | ( | ) | ||||
| Other assets | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ||||||
| Prepaid expenses and other current assets | ||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Contract liabilities | ( | ) | ( | ) | ||||
| Income taxes payable | ( | ) | ( | ) | ||||
| Other non-current liabilities | ||||||||
| Net Cash Provided by Operating Activities | $ | $ | ||||||
| Cash Flow from Investing Activities | ||||||||
| Withdrawal from unrestricted term deposits | ||||||||
| Investment in unrestricted term deposits | ( | ) | ( | ) | ||||
| Purchase of short-term investment | ( | ) | ||||||
| Proceeds from disposal of property, plant and equipment | ||||||||
| Additions to property, plant and equipment | ( | ) | ( | ) | ||||
| Net Cash (Used in) / Provided by Investing Activities | $ | ( | ) | $ | ||||
| Cash Flow from Financing Activities | ||||||||
| Acquisition of non-controlling interest | ( | ) | ||||||
| Payment on lines of credit | ( | ) | ( | ) | ||||
| Payment of bank loans | ( | ) | ( | ) | ||||
| Payment of principal portion of finance leases | ( | ) | ( | ) | ||||
| Proceeds from exercising stock options | ||||||||
| Proceeds from issuance of Common Stock, net of issuance cost | ||||||||
| Proceeds from lines of credit | ||||||||
| Repurchase of Common Stock | ( | ) | ||||||
| Net Cash Provided by / (Used in) Financing Activities | $ | $ | ( | ) | ||||
| Effect of Changes in Exchange Rate | ||||||||
| Net Increase in Cash, Cash Equivalents, and Restricted Cash | ||||||||
| Cash, Cash Equivalents, and Restricted Cash at Beginning of Period | ||||||||
| Cash, Cash Equivalents, and Restricted Cash at End of Period | $ | $ | ||||||
| Supplementary Information of Cash Flows | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Reconciliation of Cash, Cash Equivalents, and Restricted Cash | ||||||||
| Cash | ||||||||
| Restricted Term-Deposits in Current Assets | ||||||||
| Restricted Term-Deposits in Non-Current Assets | ||||||||
| Total Cash, Cash Equivalents, and Restricted Cash Shown in Statements of Cash Flows | $ | $ | ||||||
Restricted deposits represent the amount of cash pledged to secure loans payable or trade financing granted by financial institutions, serve as collateral for public utility agreements such as electricity and water, and performance bonds related to customs duty payable. Restricted deposits are classified as current and non-current depending on whether they relate to long-term or short-term obligations. Restricted deposits of $819 as of June 30, 2026 are classified as current assets as they relate to short-term trade financing. Restricted deposits of $1,948 as of June 30, 2026 are classified as non-current assets as they relate to long-term obligations and will become unrestricted only upon discharge of the obligations.
TRIO-TECH INTERNATIONAL AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED June 30, 2026 and 2025
(IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
| 1. | BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation and Principles of Consolidation - Trio-Tech International (the “Company” or “TTI”) was incorporated in fiscal year ended June 30, 1958 under the laws of the State of California. TTI provides third-party semiconductor testing and burn-in services primarily through its laboratories in Southeast Asia. The Company also designs, develops, manufactures and markets a broad range of equipment and systems used in the manufacturing and testing of semiconductor devices and electronic components. During the year ended June 30, 2026, TTI conducted business in business segments: Semiconductor Back-End Solutions and Industrial Electronics. TTI has subsidiaries in the U.S., Singapore, Malaysia, Thailand, Indonesia, and China as follows:
| Ownership | Location | |||
| Express Test Corporation (Dormant) | % | Van Nuys, California | ||
| Trio-Tech Reliability Services (Dormant) | % | Van Nuys, California | ||
| KTS Incorporated, dba Universal Systems (Dormant) | % | Van Nuys, California | ||
| European Electronic Test Centre (Dormant)^^ | Nil | Cayman Islands | ||
| Trio-Tech International Pte. Ltd. | % | Singapore | ||
| Universal (Far East) Pte. Ltd.* | % | Singapore | ||
| Trio-Tech International (Thailand) Co. Ltd. * | % | Bangkok, Thailand | ||
| Trio-Tech (Bangkok) Co. Ltd. * | % | Bangkok, Thailand | ||
| Trio-Tech (Malaysia) Sdn. Bhd.#* | % | Penang and Selangor, Malaysia | ||
| Prestal Enterprise Sdn. Bhd. (76% owned by Trio-Tech International Pte. Ltd.) | % | Selangor, Malaysia | ||
| Trio-Tech (SIP) Co., Ltd. * | % | Suzhou, China | ||
| Trio-Tech (Chongqing) Co. Ltd. * | % | Chongqing, China | ||
| SHI International Pte. Ltd. (Dormant) (55% owned by Trio-Tech International Pte. Ltd)^ | % | Singapore | ||
| PT SHI Indonesia (Dormant) (95% owned by SHI International Pte. Ltd.)^ | Nil | Batam, Indonesia | ||
| Trio-Tech (Tianjin) Co., Ltd. * | % | Tianjin, China | ||
| Trio-Tech (Jiangsu) Co., Ltd. (100% owned by Trio-Tech (SIP) Co., Ltd.) | % | Suzhou, China |
*
# On September 17, 2025, the Company and Lodestar Enterprise Sdn. Bhd. (“Lodestar”) entered into an Equity Purchase Agreement (“Agreement”) pursuant to which the Company, through its wholly owned subsidiary, Trio-Tech International Pte. Ltd (Singapore) (“Trio-Tech Singapore”) agreed to acquire from Lodestar the remaining
^During the second quarter of fiscal 2026, it was identified that PT SHI Indonesia, a dormant entity that was
^^During the third quarter of fiscal 2026, it was identified that dormant subsidiary, European Electronic Test Centre, had been dissolved, which had no material impact on the Company's consolidated financial statements.
The consolidated financial statements are prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP’’). The basis of accounting differs from that used in the statutory financial statements of the Company’s subsidiaries and equity investee companies, which are prepared in accordance with the accounting principles generally accepted in their respective countries of incorporation. In the opinion of management, the consolidated financial statements have reflected all costs incurred by the Company and its subsidiaries in operating the business.
All dollar amounts in the consolidated financial statements and in the notes herein are presented in thousands of United States dollars (US’000) unless otherwise designated.
On July 1, 2025, the Company’s subsidiary Universal (Far East) Pte. Ltd. changed its functional currency from the Singapore Dollar (“SGD”) to the U.S Dollar (“USD”). Management concluded that significant economic facts and circumstances have changed such that the new functional currency better reflects the subsidiary’s operating environment. The change has been accounted for prospectively from July 1, 2025. Prior periods have not been restated. Assets and liabilities at the date of change were translated at the rates as of that date, and translation gains/losses arising after that date are recognized in other comprehensive income.
Liquidity – The Company made a net loss attributable to common shareholders of $
The Company’s core businesses, Semiconductor Back-end Solutions (“SBS”) and Industrial Electronics (“IE”), operate in a volatile industry, where average selling prices and product costs are influenced by competitive factors. These factors create pressures on sales, costs, earnings and cash flow, which can impact liquidity.
Foreign Currency Translation and Transactions – The U.S. dollar is the functional currency of the U.S. parent company and Company’s subsidiary Universal (Far East) Pte. Ltd. SGD, the national currency of Singapore, is the primary currency of the economic environment in which the operations in Singapore are conducted. The Company also has business entities in Malaysia, Thailand and China of which the Malaysian ringgit (“RM”), Thai baht (“THB”) and Chinese renminbi (“RMB”), are the national currencies. The Company uses the U.S. dollar for financial reporting purposes.
The Company translates assets and liabilities of its subsidiaries outside the U.S. into U.S. dollars using the rate of exchange prevailing at the fiscal year end, and the consolidated statements of operations and comprehensive income or loss is translated at average rates during the reporting period. Adjustments resulting from the translation of the subsidiaries’ financial statements from foreign currencies into U.S. dollars are recorded in shareholders' equity as part of accumulated other comprehensive gain - translation adjustments. Gains or losses resulting from transactions denominated in currencies other than functional currencies of the Company’s subsidiaries are reflected in income for the reporting period.
Revenue Recognition – The Company follows ASU No. 2014-09, ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). This standard update outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers.
We apply a five-step approach as defined in ASC Topic 606 in determining the amount and timing of revenue to be recognized: (1) identifying the contract with customer; (2) identifying the performance obligations in the contracts; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when the corresponding performance obligation is satisfied.
Revenue derived from testing services in SBS and IE segments is recognized when services are rendered and the related performance obligation is satisfied. Revenue generated from sale of products for both SBS and IE segments are recognized at a point in time when control of the products is transferred to the customer. Control is generally transferred upon delivery and customer acceptance, as applicable under the terms of the arrangement. Revenue is measured based on the transaction price specified in the contract and is recognized when the Company satisfies its performance obligation and it is probable that the Company will collect substantially all of the consideration to which it is entitled.
The Company enters into repair and maintenance service contracts for a fee over a specified duration. These contracts typically involve the provision of ongoing services, such as routine maintenance, repairs, and support. Revenue from these contracts is recognized over time, as the customer simultaneously receives and consumes the benefits of the services as they are provided. The continuous nature of these services means that the customer benefits from the Company's performance throughout the contract period. Accordingly, the Company uses a time-based measure of progress to recognize revenue evenly over the duration of the contract, reflecting the ongoing transfer of control of the services to the customer. This method accurately reflects the pattern of service delivery and the customer's receipt of benefits from the Company's performance.
Certain customers can request installation and training services to be performed for certain products sold. These services are mainly for helping customers with the test runs of the machines sold and are considered a distinct performance obligation. Such services can be provided by other entities as well and these do not significantly modify the product. The Company recognizes the revenue at a point in time when the Company has satisfied its performance obligation.
GST / Indirect Taxes – The Company’s policy is to present taxes collected from customers and remitted to governmental authorities on a net basis. The Company records the amounts collected as a current liability and relieves such liability upon remittance to the taxing authority without impacting revenue or expense.
Trade Account Receivables and Allowance for Credit Losses – During the normal course of business, the Company extends unsecured credit to its customers in all segments. Typically, credit terms require payment to be made between
The Company accounts for allowance for credit losses under the current expected credit loss (“CECL”) impairment model for its financial assets, including accounts receivable, and presents the net amount of the financial instrument expected to be collected. The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, which considers forecasts of future economic conditions in addition to information about past events and current conditions. Based on this model, the Company estimates the amount of uncollectible accounts receivable at the end of each reporting period based on the aging of the receivable balance, current and historical customer trends, communications with its customers, and macro-economic conditions. Amounts are written off after considerable collection efforts have been made and the amounts are determined to be uncollectible.
Property, Plant and Equipment and Investment Properties – Property, plant and equipment and investment properties are stated at cost, less accumulated depreciation and amortization. Depreciation is provided for over the estimated useful lives of the assets using the straight-line method. Amortization of leasehold improvements is provided for over the lease terms or the estimated useful lives of the assets, whichever is shorter, using the straight-line method.
Maintenance, repairs and minor renewals are charged directly to expenses as incurred. Additions and improvements to the assets are capitalized. When assets are disposed of, the related cost and accumulated depreciation thereon are removed from the accounts, and any resulting gain or loss is included in the consolidated statements of operations and comprehensive income.
Long-Lived Assets and Impairment – The Company’s business requires heavy investment in manufacturing facilities and equipment that are technologically advanced but can quickly become significantly underutilized or rendered obsolete by rapid changes in demand.
The Company evaluates the long-lived assets, including property, plant and equipment and investment property, for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Factors considered important that could result in an impairment review include significant underperformance relative to expected historical or projected future operating results, significant changes in the manner of use of the assets or the strategy for our business, significant negative industry or economic trends, and a significant decline in the stock price for a sustained period of time. If the sum of estimated undiscounted cash flows is less than the carrying value, an impairment loss is recognized for the amount by which the carrying value exceeds the estimated fair value of the asset group.
The Company applies the provisions of ASC Topic 360, Accounting for the Impairment or Disposal of Long-Lived Assets (“ASC Topic 360”), to property, plant and equipment. ASC Topic 360 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.
Leases – The Company applies the guidance in ASC Topic 842, Leases (“ASC Topic 842”) to its individual leases of assets. When the Company receives substantially all the economic benefits from and directs the use of specified property, plant and equipment, the transactions give rise to leases. The Company’s lease portfolio include real estate leases. The Company determines if an arrangement is a lease, or contains a lease, at the inception of the arrangement and evaluates whether the lease is an operating lease or a finance lease at the commencement date.
When the rate implicit in a lease cannot be readily determined, the Company uses the applicable incremental borrowing rate at lease commencement to measure lease liabilities and corresponding right-of-use assets. The incremental borrowing rate used by the Company is based on benchmark rates and adjusted by credit spreads commensurate with the Company's secured borrowing rate over a similar term.
All of the leases under which the Company is the lessor will continue to be classified as operating leases.
Income Taxes – The Company accounts for income taxes using the liability method in accordance with ASC Topic 740, Accounting for Income Taxes (“ASC Topic 740”). ASC Topic 740 requires an entity to recognize deferred tax liabilities and assets. Deferred tax assets and liabilities are recognized for the future tax consequence attributable to the difference between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, which will result in taxable or deductible amounts in future years. Further, the effects of enacted tax laws or rate changes are included as part of deferred tax expense or benefits in the period that covers the enactment date.
The calculation of tax liabilities involves dealing with uncertainties in the application of complex global tax regulations. The Company recognizes potential liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on its estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the Company determines the liabilities are no longer necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.
Retained Earnings – It is the intention of the Company to re-invest earnings of its foreign subsidiaries in the operations of those subsidiaries. These taxes are undeterminable as of the date of this Annual Report. The amount of earnings retained in subsidiaries was $
Research and Development Costs – The Company incurred research and development costs of $
Stock-based Compensation – The Company calculates compensation expense related to stock option awards made to employees and directors based on the fair value of stock-based awards on the date of grant. The Company determines the grant date fair value of our stock option awards using the Black-Scholes option pricing model and for awards without performance condition the related stock-based compensation is recognized over the period in which a participant is required to provide service in exchange for the stock-based award, which is generally three years. The Company recognizes stock-based compensation expense in the consolidated statements of operations and comprehensive income based on awards ultimately expected to vest. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from original estimates.
Determining the fair value of stock-based awards at the grant date requires significant judgment. The determination of the grant date fair value of stock-based awards using the Black-Scholes option-pricing model is affected by our estimated Common Stock fair value as well as other subjective assumptions including the expected term of the awards, the expected volatility over the expected term of the awards, expected dividend yield and risk-free interest rates. The assumptions used in our option-pricing model represent management’s best estimates and are as follows:
| ● | Fair Value of Common Stock. We determined the fair value of each share of underlying Common Stock based on the means of the high and the low prices of Shares sold on an established securities market on the date the option is granted. |
| ● | Expected Term. The expected term of employee stock options reflects the period for which we believe the option will remain outstanding based on historical experience and future expectations. |
| ● | Expected Volatility. We base expected volatility on our historical information over a similar expected term. |
Earnings per Share – Computation of basic earnings per share is conducted by dividing net income available to common shares (numerator) by the weighted average number of common shares outstanding (denominator) during a reporting period. Computation of diluted earnings per share gives effect to all dilutive potential common shares outstanding during a reporting period. In computing diluted earnings per share, the average market price of common shares for a reporting period is used in determining the number of shares assumed to be purchased from the exercise of stock options.
Fair Values of Financial Instruments – Carrying values of trade account receivables, accounts payable, accrued expense, and term deposits approximate their fair value due to their short-term maturities. Carrying values of the Company’s lines of credit and long-term debt are considered to approximate their fair value because the interest rates associated with the lines of credit and long-term debt are adjustable in accordance with market situations when the Company tries to borrow funds with similar terms and remaining maturities. See Note 17 for detailed discussion of the fair value measurement of financial instruments.
ASC Topic 820, Fair Value Measurements (“ASC Topic 820”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. As such, fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure. The hierarchy is broken down into three levels based on the reliability of inputs as follows:
| ● | Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that we can access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. |
| ● | Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, directly or indirectly. |
| ● | Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
Loan Receivables from Property Development Projects – The loan receivables from property development projects are classified as current assets, carried at face value, and are individually evaluated for impairment. The allowance for loan losses reflects management’s best estimate of probable losses determined principally on the basis of historical experience and specific allowances for known loan accounts. All loans or portions thereof deemed to be uncollectible or to require an excessive collection cost are written off to the allowance for losses.
Contingent Liabilities – Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.
2. NEW ACCOUNTING PRONOUNCEMENTS
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. The new guidance requires enhanced disclosures about income tax expense. This standard update is effective for Company beginning in the fiscal year ending June 30, 2026. Early adoption is permitted on a prospective basis. We adopted ASU 2023-09 starting with annual report for the fiscal year ended June 30,2026 on a prospective basis.
In November 2024, the FASB released ASU No. 2024-03, Disaggregation of Income Statement Expenses. This ASU’s purpose is to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. Early adoption is permitted. This standard update is effective for Company beginning in the fiscal year ending June 30, 2028.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses for Accounts Receivable and Contract Assets. The new guidance allows companies to apply a practical expedient when estimating credit losses on current accounts receivable and contract assets. The standard update is effective for our annual and interim reports beginning in the first quarter of our fiscal year ending June 30, 2027. Early adoption is permitted for periods in which financial statements have not yet been issued or made ready for issuance. The amendments in this ASU should be applied on a prospective basis. We are currently evaluating the impact of adopting this guidance on our condensed consolidated financial statements.
In December 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025‑11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which is intended to clarify the applicability of interim reporting guidance, the types of interim reporting and the form and content of interim GAAP financial statements. ASU 2025-11 will be effective for our fiscal year ending June 30, 2028 and we are currently evaluating the impact it may have on our condensed consolidated financial statements.
In December 2025, the FASB also issued accounting standards update (“ASU”) No. 2025-10, “Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities” (“ASU 2025-10”), which establishes guidance on the recognition, measurement, and presentation of government grants. The standard may be adopted using a full retrospective, modified retrospective, or modified prospective transition method. ASU 2025-10 is effective for the fiscal year ending June 30, 2029, and interim periods within that year, with early adoption permitted. The Company is currently assessing the impact of this guidance on its condensed consolidated financial statements.
Other new pronouncements issued but not yet effective as of June 30, 2026 are not expected to have a significant effect on the Company’s consolidated financial position or results of operations.
3. TERM DEPOSITS
| For the Year Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Short-term deposits | $ | $ | ||||||
| Currency translation effect on short-term deposits | ( | ) | ||||||
| Total short-term deposits | $ | $ | ||||||
| Restricted term deposits - Current | ||||||||
| Currency translation effect on restricted term deposits | ( | ) | ||||||
| Total restricted term deposits - Current | $ | $ | ||||||
| Restricted term deposits - Non-current | ||||||||
| Currency translation effect on restricted term deposits | ( | ) | ||||||
| Total restricted term deposits - Non-current | $ | $ | ||||||
| Total term deposits | $ | $ | ||||||
Restricted deposits represent the amount of cash pledged to secure loans payable or trade financing granted by financial institutions, serve as collateral for public utility agreements such as electricity and water, and performance bonds related to customs duty payable. Restricted deposits are classified as current and non-current depending on whether they relate to long-term or short-term obligations. Restricted deposits of $$
4. SHORT-TERM INVESTMENT
Short-term investments consist of unit interests in a non-principal-guaranteed, net-asset-value-based bank wealth-management product that invests primarily in fixed-income assets. The investment represents a beneficial interest in a managed investment portfolio and does not represent a direct investment in the underlying debt securities, or a debt security issued by the bank. The carrying amount of the investment is based on the unit net asset value published by the product manager. Changes in the unit net asset value are recognized in other income in the Consolidated Statements of Operations and Comprehensive Income.
As of June 30, 2026, the carrying amount of the Company’s short-term investment was $
5. TRADE ACCOUNT RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES
Accounts receivable are customer obligations due under normal trade terms. The Company performs continuing credit evaluations of its customers’ financial conditions, and although management generally does not require collateral, letters of credit may be required from the customers in certain circumstances.
The allowance for credit losses represents management’s expected credit losses in our trade receivables as of the date of the financial statements. The allowance provides for probable losses that have been identified with specific customer relationships and for probable losses believed to be inherent in the trade receivables, but that have not been specifically identified. Based on the information available to us, management believed the allowance for credit losses as of June 30, 2026 and June 30, 2025 was adequate.
The following table represents the changes in the allowance for credit losses:
| For the Year Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Beginning | $ | $ | ||||||
| Additions charged to expenses | ||||||||
| Recovered | ( | ) | ( | ) | ||||
| Written off | ( | ) | ( | ) | ||||
| Currency translation effect | ||||||||
| Ending | $ | $ | ||||||
6. LOANS RECEIVABLE FROM PROPERTY DEVELOPMENT PROJECTS
The following table presents Trio-Tech (Chongqing) Co. Ltd (“TTCQ”)’s loan receivables from property development projects in China as of June 30, 2026.
| Loan Expiry | Loan Amount | Loan Amount | |||||||
| Date | (RMB) | (U.S. Dollars) | |||||||
| Short-term loan receivables | |||||||||
| JiangHuai (Project – Yu Jin Jiang An) | May 31, 2013 | ||||||||
| Less: allowance for expected credit losses | ( | ) | ( | ) | |||||
| Net loan receivables from property development projects | |||||||||
The short-term loan receivables amounting to RMB or approximately $
7. INVENTORIES
Inventories consisted of the following:
| For the Year Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Raw materials | $ | $ | ||||||
| Work in progress | ||||||||
| Finished goods | ||||||||
| Less: provision for obsolete inventories | ( | ) | ( | ) | ||||
| Currency translation effect | ( | ) | ||||||
| $ | $ | |||||||
The following table represents the changes in provision for obsolete inventories:
| For the Year Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Beginning | $ | $ | ||||||
| Additions charged to expenses | ||||||||
| Usage – disposition | ( | ) | ( | ) | ||||
| Currency translation effect | ( | ) | ||||||
| Ending | $ | $ | ||||||
8. INVESTMENT PROPERTIES
The following table presents the Company’s investment in properties in China as of June 30, 2026 and June 30, 2025. The exchange rate is based on the market rate as of June 30, 2026 and June 30, 2025.
| For the Year Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Property I – MaoYe Property | ||||||||
| Cost | $ | $ | ||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Currency translation effect | ( | ) | ( | ) | ||||
| $ | $ | |||||||
| For the Year Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Property II – JiangHuai Property | ||||||||
| Cost | $ | $ | ||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Currency translation effect | ( | ) | ||||||
| $ | $ | |||||||
| For the Year Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Property III – FuLi Property | ||||||||
| Cost | $ | $ | ||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Currency translation effect | ( | ) | ( | ) | ||||
| $ | $ | |||||||
Rental Property I - MaoYe
MaoYe property generated a rental income of $
A lease agreement was entered into on April 15, 2026 for a period of 2 years at a monthly rate of or approximately $
Depreciation expense for MaoYe was $
Rental Property II - JiangHuai
JiangHuai properties generated a rental income of $
Depreciation expense for JiangHuai was $
Rental Property III – FuLi
FuLi properties generated a rental income of $
A lease agreement was entered into October 10, 2024 for a period of four years at a monthly rate of or approximately $
Depreciation expense for FuLi was $
Summary
Total rental income for all in China was $
Depreciation expense for all in China was $
9. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following:
| Estimated Useful | For the Year Ended June 30, | |||||||||||
| Life in Years | 2026 | 2025 | ||||||||||
| Building and improvements | $ | $ | ||||||||||
| Leasehold improvements | ||||||||||||
| Machinery and equipment * | ||||||||||||
| Furniture and fixtures | ||||||||||||
| Equipment under finance leases | ||||||||||||
| Property, plant and equipment, gross | $ | $ | ||||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||||||
| Less: accumulated amortization of equipment under finance leases * | ( | ) | ||||||||||
| Total accumulated depreciation | $ | ( | ) | $ | ( | ) | ||||||
| Property, plant and equipment before currency translation effect, net | $ | $ | ||||||||||
| Currency translation effect | ( | ) | ( | ) | ||||||||
| Property, plant and equipment, net | $ | $ | ||||||||||
Depreciation and amortization expense for property, plant and equipment during Fiscal 2026 and 2025 was $
* As of June 30, 2026, Machinery and equipment includes assets with a carrying value of $
10. OTHER ASSETS
Other assets consisted of the following:
| For the Year Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Deposits for rental and utilities and others | ||||||||
| Downpayment for Purchase of Investment Properties* | ||||||||
| Less: Provision for impairment | ( | ) | ( | ) | ||||
| Currency translation effect | ( | ) | ||||||
| Total | $ | $ | ||||||
*Down payment for purchase of investment properties included downpayment relating to shop lots in Singapore Themed Resort Project in Chongqing, China. The shop lots are to be delivered to TTCQ upon completion of the construction. The initial targeted date of completion was in Fiscal 2017. However, progress has stalled because the developer is currently reorganizing assets and renegotiating with the creditors to complete the project.
During the fourth quarter of Fiscal 2021, the Company accrued an impairment charge of $
11. LINES OF CREDIT
The carrying value of the Company’s lines of credit approximates its fair value because the interest rates associated with the lines of credit are adjustable in accordance with market situations when the Company borrowed funds with similar terms and remaining maturities.
The Company’s credit rating provides it with readily and adequate access to funds in global markets.
As of June 30, 2026, the Company had certain lines of credit that are collateralized by restricted deposits.
| Entity with | Type of | Interest | Credit | Unused | ||||||||
| Facility | Facility | Rate | Limitation | Credit | ||||||||
| Trio-Tech International Pte. Ltd., Singapore |
|
| $ | $ | ||||||||
| Universal (Far East) Pte. Ltd. |
|
| $ | $ | ||||||||
| Trio-Tech Malaysia Sdn. Bhd. | Revolving credit |
| $ | $ | ||||||||
As of June 30, 2025, the Company had certain lines of credit that are collateralized by restricted deposits.
| Entity with | Type of | Interest | Credit | Unused | ||||||||
| Facility | Facility | Rate | Limitation | Credit | ||||||||
| Trio-Tech International Pte. Ltd., Singapore | Lines of Credit |
| $ | $ | ||||||||
| Universal (Far East) Pte. Ltd. | Lines of Credit |
| $ | $ | ||||||||
| Trio-Tech Malaysia Sdn. Bhd. | Revolving credit |
| $ | $ | ||||||||
12. ACCRUED EXPENSE
Accrued expense consisted of the following:
| June 30, | June 30, | |||||||
| 2026 | 2025 | |||||||
| Payroll and related costs | $ | $ | ||||||
| Commissions | ||||||||
| Travel expenses | ||||||||
| Legal and audit | ||||||||
| Sales tax | ||||||||
| Sales rebate | ||||||||
| Utilities | ||||||||
| Warranty | ||||||||
| Accrued purchase | ||||||||
| Provision for reinstatement | ||||||||
| Other accrued expense | ||||||||
| Acquisition of subsidiary shares from non-controlling interest | ||||||||
| Currency translation effect | ||||||||
| Total | $ | $ | ||||||
13. ASSURANCE WARRANTY ACCRUAL
The Company provides for the estimated costs that may be incurred under its warranty program at the time the sale is recorded. The warranty period of the products manufactured by the Company is generally one year or the warranty period agreed upon with the customer. The Company estimates the warranty costs based on the historical rates of warranty returns. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the amounts as necessary.
| For the Year Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Beginning | $ | $ | ||||||
| Additions charged to cost and expense | ||||||||
| Utilization | ( | ) | ( | ) | ||||
| Currency translation effect | ||||||||
| Ending | $ | $ | ||||||
14. BANK LOANS PAYABLE
| June 30, | June 30, | |||||||
| 2026 | 2025 | |||||||
| Note payable denominated in the Malaysian Ringgit for expansion plans in Malaysia, maturing in July 2028, bearing interest at the bank’s rate less % (% and % for June 30, 2026 and 2025 respectively) per annum, with monthly payments of principal plus interest through July 2028, collateralized by the acquired building with a carrying value of $ and $, as of June 30, 2026 and 2025 respectively. | $ | $ | ||||||
| Financing arrangement at fixed interest rate % per annum, with monthly payments of principal plus interest through July 2025. | ||||||||
| Financing arrangement at fixed interest rate % per annum, with monthly payments of principal plus interest through December 2026. | ||||||||
| Financing arrangement at fixed interest rate % per annum, with monthly payments of principal plus interest through August 2027. | ||||||||
| Total bank loans payable | $ | $ | ||||||
| Current portion of bank loans payable | ||||||||
| Currency translation effect on current portion of bank loans | ||||||||
| Current portion of bank loans payable | ||||||||
| Long-term portion of bank loans payable | ||||||||
| Currency translation effect on long-term portion of bank loans | ||||||||
| Long-term portion of bank loans payable | $ | $ | ||||||
Future minimum payments (excluding interest) as of June 30, 2026, were as follows:
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| Total obligations and commitments | $ |
Future minimum payments (excluding interest) as of June 30, 2025, were as follows:
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total obligations and commitments | $ |
15. OTHER NON-CURRENT LIABILITIES
Other non-current liabilities consisted of the following:
| June 30, | June 30, | |||||||
| 2026 | 2025 | |||||||
| Provision for reinstatement | $ | $ | ||||||
| Other long term liabilities | ||||||||
| $ | $ | |||||||
16. COMMITMENTS AND CONTINGENCIES
The Company has capital commitments for capital expenditure amounting to $
Deposits with banks are not fully insured by the local government or agency and are consequently exposed to risk of loss. The Company believes that the probability of bank failure, causing loss to the Company, is remote.
During the third quarter of Fiscal 2026, the Company's Malaysia subsidiary entered into a one-year customs bond arrangement totaling million or approximately $
The Company is, from time to time, the subject of litigation claims and assessments arising out of matters occurring in its normal business operations. In the opinion of management, resolution of these matters will not have a material adverse effect on the Company’s consolidated financial statements.
17. FAIR VALUE OF FINANCIAL INSTRUMENTS
In accordance with ASC Topic 825 and 820, the following presents assets and liabilities measured and carried at fair value and classified by level of fair value measurement hierarchy:
There were no transfers between Levels 1 and 2 during the year ended June 30, 2026, or for the same period in the prior year.
Term deposits (Level 2) – The carrying amount approximates fair value because of the short maturity of these instruments.
Restricted term deposits (Level 2) – The carrying amount approximates fair value because of the short maturity of these instruments.
Short-term investments (Level 2) - Fair value is determined based on the unit net asset value published by the product manager, which is derived primarily from observable market inputs relating to the underlying fixed-income assets.
Lines of credit (Level 3) – The carrying value of the lines of credit approximates fair value due to the short-term nature of the obligations.
Bank loans payable (Level 3) – The carrying value of the Company’s bank loans payable approximates its fair value as the interest rates associated with long-term debt is adjustable in accordance with market situations when the Company borrowed funds with similar terms and remaining maturities.
18. CONCENTRATION OF CUSTOMERS
During the years ended June 30, 2026 and 2025, the Company had major customers that accounted for the following revenue and trade account receivables:
| For the Year Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | ||||||||
| - Customer A | % | % | ||||||
| - Customer B | % | % | ||||||
| - Customer C | % | % | ||||||
| As of June 30, | ||||||||
| 2026 | 2025 | |||||||
| Trade Account Receivables | ||||||||
| - Customer A | % | % | ||||||
| - Customer B | % | % | ||||||
| - Customer C | % | % | ||||||
19. BUSINESS SEGMENTS
ASC Topic 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of a reporting entity, the operating results of which are reviewed regularly by the chief operating decision maker (“CODM”) to make decisions about resource allocation and to assess performance. Our CODM is our Chief Executive Officer.
Our operating businesses are organized based on the nature of markets. The SBS segment comprises our core semiconductor back-end equipment manufacturing and testing operations that serve the semiconductor industry. Our value-added distribution business, along with our services and equipment manufacturing operations that serve various industries are being reported together in our IE segment. A detailed description of our operating can be found in the overall business strategies and business segments section of Item 1 of this Report, entitled "Business".
Our CODM uses total revenue, gross profit, operating income and total assets in assessing segment performance and deciding how to allocate resources. Segment operating income includes corporate allocations. Segment revenues include sales of equipment and services by our segments. Total intersegment sales were $
The amounts related to revenue and earnings presented as "Corporate/Others & Unallocated" include the results of an immaterial real estate business that ceased to be a reportable segment in Fiscal 2025 and includes certain costs incurred at the corporate-level, including the cost of our stock compensation plans, salaries, insurance, professional expenses and directors' fees not allocated to our reportable segments. Assets presented under the Corporate/Others & Unallocated segment consisted primarily of cash and cash equivalents, prepaid expenses and investment properties.
The cost of equipment, current year investment in new equipment and depreciation expense is allocated into respective reportable segments based on the primary purpose for which the equipment was acquired.
The following segment information table includes segment operating income or loss after including corporate expenses allocated to the segments, which gets eliminated in the consolidation:
| Gross | Operating | ||||||||||||||||||||||||
| Year Ended | Profit / | Income / | Total | Depr. And | Capital | ||||||||||||||||||||
| Jun. 30, | Revenue | (Loss) | (Loss) | Assets | Amort. | Expenditures | |||||||||||||||||||
| Semiconductor Back-End Solutions | 2026 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Industrial Electronics | 2026 | $ | $ | $ | $ | $ | |||||||||||||||||||
| 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Corporate/Others & Unallocated | 2026 | $ | ( | ) | $ | ( | ) | $ | $ | $ | |||||||||||||||
| 2025 | $ | ( | ) | $ | ( | ) | $ | $ | $ | ||||||||||||||||
| Total Company | 2026 | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||
| 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
Management periodically evaluates the ongoing contributions of each of its business segments to its current and future revenue and prospects. As a result, it may divest one or more business segments in the future to enable management to concentrate on segments where it anticipates opportunities for future revenue growth, thereby maximizing shareholder value.
20. OTHER INCOME / (EXPENSE)
Other income / (expense) consisted of the following:
| For the Year Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Interest income | $ | $ | ||||||
| Unrealized income from investment | ||||||||
| Other rental income | ||||||||
| Exchange loss | ( | ) | ( | ) | ||||
| Dividend income | ||||||||
| Other miscellaneous income | ||||||||
| Total | $ | $ | ( | ) | ||||
21. GOVERNMENT GRANTS
| For the Year Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Government grants | $ | $ | ||||||
During Fiscal 2026, the Company received government grants amounting to $
During Fiscal 2025, the Company received government grants amounting to $
22. INCOME TAXES
Income before provision for income taxes consists of the following:
| For the Year Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| United States | ( | ) | ( | ) | ||||
| Foreign | ||||||||
| Total | $ | $ | ||||||
The components of the provision for income taxes are as follows:
| For the Year Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Current: | ||||||||
| Federal | $ | $ | ( | ) | ||||
| State | ||||||||
| Foreign | ||||||||
| $ | $ | |||||||
| Deferred: | ||||||||
| Federal | ||||||||
| Foreign | ( | ) | ||||||
| Total | $ | $ | ||||||
Beginning in the fiscal year ended June 30, 2026, we adopted ASU 2023-09 on a prospective basis. The reconciliation of the U.S. federal statutory income tax rate to our effective income tax rate pursuant to the disclosure requirements of ASU 2023-09 for the fiscal year ended June 30, 2026 was as follows:
| For the Year Ended June 30, 2026 | ||||||||
|
| $ | % | ||||||
| State and local income taxes, net of federal income tax effect | % | |||||||
| Foreign tax effects | ||||||||
| Cayman Islands | % | |||||||
| China | % | |||||||
| Malaysia | ( | ) | ( | )% | ||||
| Singapore | % | |||||||
| Thailand | ( | ) | ( | )% | ||||
| Effect of cross border tax laws | % | |||||||
| Tax credits | % | |||||||
| Changes in valuation allowances | % | |||||||
| Non-taxable or non-deductible items | ||||||||
| Stock options | % | |||||||
| Other non-taxable or non-deductible Items | % | |||||||
| Other reconciling items | ||||||||
| Return to provision adjustments | % | |||||||
| Penalties | % | |||||||
| Adjustment to rate differential | ( | ) | ( | )% | ||||
| Effective income tax rate | $ | % | ||||||
The reconciliation of the U.S. federal statutory income tax rate to our effective income tax rate was as follows:
| For the Year Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Statutory federal tax rate | % | % | ||||||
| State taxes, net of federal benefit | ||||||||
| Permanent items and credits | ||||||||
| Foreign rate differential | ( | ) | ( | ) | ||||
| Tax true-ups and adjustments | ||||||||
| Other | ||||||||
| Changes in valuation allowance | ||||||||
| Effective rate | % | % | ||||||
Cash paid for income taxes, net of refunds received, by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended June 30, 2026 was as follows
| For the Year Ended June 30, 2026 | ||||
| Federal | $ | |||
| State | ||||
| Foreign | ||||
| Singapore | ||||
| Thailand | ||||
| Other | ||||
| Cash paid for income taxes, net of refunds received | $ | |||
The provision for income taxes has been determined based upon the tax laws and rates in the countries in which we operate. The Company is subject to income taxes in the U.S. and numerous foreign jurisdictions. Significant judgment is required in determining the provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws.
Due to the enactment of Tax Cuts and Jobs Act, the Company is subject to a tax on global intangible low-taxed income (“GILTI”). GILTI is a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. Companies subject to GILTI have the option to account for the GILTI tax as a period cost if and when incurred, or to recognize deferred taxes for temporary differences including outside basis differences expected to reverse as GILTI. The Company has elected to account for GILTI as a period cost, and therefore has included GILTI expense in its effective tax rate calculation for the year ended June 30, 2026.
The Company accrues penalties and interest related to unrecognized tax benefits when necessary as a component of penalties and interest expenses, respectively. The Company had no unrecognized tax benefits or related accrued penalties or interest expenses at June 30, 2026.
Temporary differences that give rise to a significant portion of deferred tax assets and deferred tax liabilities are as follows:
| For the Year Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Deferred tax assets: | ||||||||
| Net operating losses and credits | $ | $ | ||||||
| Inventory valuation | ||||||||
| Accrued vacation | ||||||||
| Accrued expense | ||||||||
| Fixed asset basis | ||||||||
| Investment | ||||||||
| General business credit | ||||||||
| Total deferred tax assets | $ | $ | ||||||
| Deferred tax liabilities: | ||||||||
| Depreciation | $ | ( | ) | $ | ( | ) | ||
| Right-of-use assets | ( | ) | ( | ) | ||||
| Other | ( | ) | ( | ) | ||||
| Total deferred tax liabilities | $ | ( | ) | $ | ( | ) | ||
| Subtotal | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax assets | $ | $ | ||||||
| Presented as follows in the balance sheets: | ||||||||
| Deferred tax assets | $ | $ | ||||||
| Deferred tax liabilities | ( | ) | ( | ) | ||||
| Net deferred tax assets | $ | $ | ||||||
The valuation allowance decreased by $
At June 30, 2026, the Company had $
Generally, U.S. federal, state, and foreign taxing authorities may examine the Company’s tax returns for years, years, and years, respectively, from the date an income tax return is filed. However, the taxing authorities may continue to adjust the Company’s net operating loss carry-forwards until the statute of limitations closes on the tax years in which the net operating losses are utilized. Foreign tax authorities are currently conducting audits of our subsidiaries in Malaysia and China.
23. REVENUE
The Company generates revenue primarily from SBS and IE, it's reporting segments. The Company accounts for a contract with a customer when there is approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company’s revenues are measured based on consideration stipulated in the arrangement with each customer, net of any sales incentives and amounts collected on behalf of third parties, such as sales taxes. The revenues are recognized as separate performance obligations that are satisfied by transferring control of the product or service to the customer.
Significant Judgments
The Company’s arrangements with its customers include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. A product or service is considered distinct if it is separately identifiable from other deliverables in the arrangement and if a customer can benefit from it on its own or with other resources that are readily available to the customer.
The Company allocates the transaction price to each performance obligation on a relative standalone selling price basis (“SSP”). Determining the SSP for each distinct performance obligation and allocation of consideration from an arrangement to the individual performance obligations and the appropriate timing of revenue recognition are significant judgments with respect to these arrangements. The Company typically establishes the SSP based on observable prices of products or services sold separately in comparable circumstances to similar clients. The Company may estimate SSP by considering internal costs, profit objectives and pricing practices in certain circumstances.
Warranties, discounts and allowances are estimated using historical and recent data trends. The Company includes estimates in the transaction price only to the extent that a significant reversal of revenue is not probable in subsequent periods. The Company’s products and services are generally not sold with a right of return, nor has the Company experienced significant returns from or refunds to its customers.
Products
The Company primarily derives revenue from the sale of both front-end and back-end semiconductor test equipment and related peripherals, maintenance, and support of all these products, installation and training services and the sale of spare parts. The Company’s revenues are measured based on consideration stipulated in the arrangement with each customer, net of any sales incentives and amounts collected on behalf of third parties, such as sales taxes.
The Company derives SBS segment revenue from the sale of burn-in and reliability test equipment used in the “back-end” manufacturing processes of semiconductors. Our equipment includes burn-in systems, burn-in boards and related equipment that is used in the testing of structural integrity of integrated circuits.
Under the IE segment, the Company designs, manufactures and distributes an extensive range of test, process and other equipment used in the manufacturing processes of customers in various industries in the consumer and industrial market. Leveraging our engineering and integration expertise, the Company customize and optimize these solutions to meet the unique requirements of each customer, delivering enhanced performance, reliability, and value.
The Company recognizes revenue at a point in time when the Company has satisfied its performance obligation by transferring control of the product to the customer. The Company uses judgment to evaluate whether the control has transferred by considering several indicators, including whether:
| ● | the Company has a present right to payment; |
| ● | the customer has legal title; |
| ● | the customer has physical possession; |
| ● | the customer has significant risk and rewards of ownership; and |
| ● | the customer has accepted the product, or whether customer acceptance is considered a formality based on history of acceptance of similar products (for example, when the customer has previously accepted the same equipment, with the same specifications, and when we can objectively demonstrate that the tool meets all the required acceptance criteria, and when the installation of the system is deemed perfunctory). |
Not all indicators need to be met for the Company to conclude that control has transferred to the customer. In circumstances in which revenue is recognized prior to the product acceptance, the portion of revenue associated with its performance obligations of product installation and training services are deferred and recognized upon acceptance.
Majority of the equipment sales include a 12-month warranty. The Company generally provides a limited warranty that our products comply with applicable specifications at the time of delivery. Under our standard terms and conditions of sale, liability for certain failures of product during a stated warranty period is usually limited to repair or replacement of defective parts. The Company has concluded that the warranty provided for standard products are assurance type warranties and are not separate performance obligations.
Customized products are generally more complex and, as a result, may contain unforeseen faults that could lead to additional costs for us, including increased servicing or the need to provide product modifications. Warranty provided for customized products are service warranties and are separate performance obligations. Transaction prices are allocated to this performance obligation using cost plus method. The portion of revenue associated with warranty service is deferred and recognized as revenue over the warranty period, as the customer simultaneously receives and consumes the benefits of warranty services provided by the Company.
SBS and IE product sales were $
Services
The Company renders testing services to manufacturers and purchasers of semiconductors and other entities who either lack testing capabilities or whose in-house screening facilities are insufficient. The Company primarily derives testing revenue from burn-in services, manpower supply and other associated services. SSP is directly observable from the sales orders. Revenue is allocated to performance obligations satisfied at a point in time depending upon terms of the sales order. Generally, there is no other performance obligation other than what has been stated inside the sales order for each of these sales.
Terms of contract that may indicate potential variable consideration include warranty, late delivery penalty and reimbursement to solve non-conformance issues for rejected products. Based on historical and recent data trends, it is concluded that these terms of the contract do not represent potential variable consideration. The transaction price is not contingent on the occurrence of any future event.
SBS and IE service sales were $
Contract Balances
The timing of revenue recognition, billings and collections may result in billed accounts receivable, unbilled receivables, contract assets, customer advances, deposits and contract liabilities. The Company’s payment terms and conditions vary by contract type, although terms generally include a requirement of payment of 70% to 90% of total contract consideration within 30 to 60 days of shipment with the remainder payable within 30 days of acceptance. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component.
The following table is the reconciliation of contract balances.
| June 30, | June 30, | |||||||
| 2026 | 2025 | |||||||
| Trade Accounts Receivable | $ | $ | ||||||
| Accounts Payable | $ | $ | ||||||
| Contract Liabilities | $ | $ | ||||||
The Company had $
Contract liabilities were $
Practical Expedients
The Company applies the following practical expedients:
| ● | The Company accounts for shipping and handling costs as activities to fulfil the promise to transfer the goods, instead of a promised service to its customer. |
| ● | The Company has not elected to adjust the promised amount of consideration for the effects of a significant financing component as the Company expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will generally be one year or less. |
| ● | The Company has elected to adopt the practical expedient for contract costs, specifically in relation to incremental costs of obtaining a contract. |
Costs to obtain a contract are not material, and the Company generally expenses such costs as incurred because the amortization period is one year or less.
24. EARNINGS PER SHARE
The Company follows ASC Topic 260, Earnings Per Share. Basic earnings per share (“EPS”) are computed by dividing net income available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS give effect to all dilutive potential common shares outstanding during a period. In computing diluted EPS, the average price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options and warrants.
Options to purchase
Options to purchase
The following table is a reconciliation of the weighted average shares used in the computation of basic and diluted EPS for the years presented herein:
| For the Year Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Loss attributable to Trio-Tech International common shareholders from continuing operations, net of tax | $ | ( | ) | $ | ( | ) | ||
| Income / (loss) attributable to Trio-Tech International common shareholders from discontinued operations, net of tax | ( | ) | ||||||
| Net Loss Attributable to Trio-Tech International Common Shareholders | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of common shares outstanding - basic | ||||||||
| Dilutive effect of stock options | ||||||||
| Number of shares used to compute earnings per share - diluted | ||||||||
| Basic loss per share from continuing operations attributable to Trio-Tech International | $ | ( | ) | $ | ( | ) | ||
| Basic loss per share from discontinued operations attributable to Trio-Tech International | ||||||||
| Basic loss per share from net income attributable to Trio-Tech International | $ | ( | ) | $ | ( | ) | ||
| Diluted loss per share from continuing operations attributable to Trio-Tech International | $ | ( | ) | $ | ( | ) | ||
| Diluted loss per share from discontinued operations attributable to Trio-Tech International | ||||||||
| Diluted loss per share from net income attributable to Trio-Tech International | $ | ( | ) | $ | ( | ) | ||
25. STOCK OPTIONS
On September 14, 2017, the Company’s Board of Directors unanimously adopted the 2017 Employee Stock Option Plan (the “2017 Employee Plan”) and the 2017 Directors Equity Incentive Plan (the “2017 Directors Plan”) each of which was approved by the shareholders on December 4, 2017.
Assumptions
The fair value for the stock options granted to both employees and directors was estimated using the Black-Scholes option pricing model with the following weighted average assumptions, assuming:
| ● | An expected life varying from |
| ● | A risk-free interest rate varying from |
| ● | expected dividend payments and; |
| ● | Expected volatility of |
The expected volatilities are based on the historical volatility of the Company’s Common Stock. Due to higher volatility, the observation was made on a daily basis for the 12 months ended June 30, 2026 and 2025 respectively. The observation period covered is consistent with the expected life of the options. The expected life of the options granted to employees has been determined utilizing the “simplified” method as prescribed by ASC Topic 718 Stock Based Compensation, which, among other provisions, allows companies whose historical share option exercise experience does not provide a reasonable basis upon which to estimate expected term, to use a simplified approach for estimating the expected life of a “plain vanilla” option grant. The simplified rule for estimating the expected life of such an option is the average of the time to vesting and the full term of the option. The risk-free rate is consistent with the expected life of the stock options and is based on the United States Treasury yield curve in effect at the time of grant.
2017 Employee Stock Option Plan
The Company’s 2017 Employee Plan permits the grant of stock options to its employees covering up to an aggregate of
Under the 2017 Employee Plan, all options must be granted with an exercise price of no less than fair value as of the grant date and the options granted must be exercisable within a maximum of years after the date of grant, or such lesser period of time as is set forth in the stock option agreements. The options may be exercisable (a) immediately as of the effective date of the stock option agreement granting the option, or (b) in accordance with a schedule related to the date of the grant of the option, the date of first employment, or such other date as may be set by the Compensation Committee. Generally, options granted under the 2017 Employee Plan are exercisable within years after the date of grant and vest over the period as follows:
During the year ended June 30, 2026, the Company granted options to purchase
During the year ended June 30, 2025, the Company granted options to purchase
There were
There were
As of June 30, 2026, there were vested employee stock options granted under the 2017 Employee Plan covering a total of
As of June 30, 2025, there were vested employee stock options granted under the 2017 Employee Plan covering a total of
A summary of option activities under the 2017 Employee Plan during the years ended June 30, 2026 and 2025, is presented as follows:
| Weighted | ||||||||||||||||
| Average | ||||||||||||||||
| Weighted | Remaining | |||||||||||||||
| Average | Contractual | Aggregate | ||||||||||||||
| Exercise | Term | Intrinsic | ||||||||||||||
| Options | Price | (Years) | Value | |||||||||||||
| Outstanding at July 1, 2024* | ||||||||||||||||
| Granted | - | - | ||||||||||||||
| Exercised | ( | ) | - | - | ||||||||||||
| Outstanding at June 30, 2025 | ||||||||||||||||
| Granted | - | - | ||||||||||||||
| Exercised | ( | ) | - | - | ||||||||||||
| Forfeited or expired | ( | ) | 2.44 | - | - | |||||||||||
| Outstanding at June 30, 2026 | ||||||||||||||||
| Exercisable at June 30, 2026 | ||||||||||||||||
A summary of the status of the Company’s non-vested employee stock options during the years ended June 30, 2026 and 2025, is presented below:
| Weighted | ||||||||
| Average | ||||||||
| Grant-Date | ||||||||
| Fair | ||||||||
| Options | Value | |||||||
| Non-vested at July 1, 2024 * | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | - | |||||
| Non-vested at June 30, 2025 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Non-vested at June 30, 2026 | $ | |||||||
*In connection with the -for-one stock split effected on January 5, 2026, outstanding stock options were adjusted to preserve their economic value. As a result of rounding adjustments applied on an award-by-award basis, the sum of option activity presented may not equal the mathematical application of the stock split ratio.
2017 Directors Equity Incentive Plan
The 2017 Directors Plan permits the grant of options to its directors in the form of non-qualified options and restricted stock, and initially covered up to an aggregate of
Under the 2017 Directors Plan, the exercise price of the non-qualified options is required to be 100% of the fair value of the underlying shares on the grant date. The options have -year contractual terms and are exercisable immediately as of the grant date. On January 9, 2026, an exceptional equity grant was approved and issued. The award is subject to a non-standard vesting arrangement, under which the total grant vests in equal quarterly installments. Each installment represents one-eighth (
During the year ended June 30, 2026, the Company granted options to purchase
During the year ended June 30, 2025, the Company granted options to purchase
There were
There were
A summary of option activities under the 2017 Directors Plan during the years ended June 30, 2026 and 2025, is presented as follows:
| Weighted | ||||||||||||||||
| Average | ||||||||||||||||
| Weighted | Remaining | |||||||||||||||
| Average | Contractual | Aggregate | ||||||||||||||
| Exercise | Term | Intrinsic | ||||||||||||||
| Options | Price | (Years) | Value | |||||||||||||
| Outstanding at July 1, 2024* | $ | $ | ||||||||||||||
| Granted | - | - | ||||||||||||||
| Exercised | ( | ) | - | - | ||||||||||||
| Outstanding at June 30, 2025 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ( | ) | - | - | ||||||||||||
| Outstanding at June 30, 2026 | $ | $ | ||||||||||||||
| Exercisable at June 30, 2026 | $ | $ | ||||||||||||||
*In connection with the -for-one stock split effected on January 5, 2026, outstanding stock options were adjusted to preserve their economic value. As a result of rounding adjustments applied on an award-by-award basis, the sum of option activity presented may not equal the mathematical application of the stock split ratio.
There were
A summary of the status of the Company’s non-vested director stock options during the years ended June 30, 2026 and 2025, is presented below:
| Weighted | ||||||||
| Average | ||||||||
| Grant-Date | ||||||||
| Options | Fair Value | |||||||
| Non-vested at July 1, 2025 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | - | |||||
| Non-vested at June 30, 2026 | $ | |||||||
26. LEASES
Company as Lessor
Operating leases under which the Company is the lessor arise from leasing the Company’s commercial real estate investment property to third parties. Initial lease terms generally range from
Future minimum rental income in China and Thailand to be received from Fiscal 2027 to the fiscal year ended June 30, 2029 (“Fiscal 2029”) on non-cancellable operating leases, and is contractually due as of June 30, 2026, as follows:
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| $ |
Future minimum rental income in China and Thailand to be received from Fiscal 2026 to fiscal year ended June 30, 2029 (“Fiscal 2029”) on non-cancellable operating leases, and is contractually due as of June 30, 2025, as follows:
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| $ |
Company as Lessee
The Company is the lessee under operating leases for corporate offices and research and development facilities with remaining lease terms of year to years and finance leases for plant and equipment.
Supplemental balance sheet information related to leases was as follows:
| Components of Lease Balances | June 30, | June 30, | ||||||
| 2026 | 2025 | |||||||
| Finance Leases (Plant and Equipment) | ||||||||
| Plant and equipment, at cost | $ | $ | ||||||
| Accumulated depreciation | ( | ) | ||||||
| Plant and Equipment, Net | $ | $ | ||||||
| Current portion of finance leases | $ | $ | ||||||
| Net of current portion of finance leases | ||||||||
| Total Finance Lease Liabilities* | $ | $ | ||||||
| Operating Leases (Corporate Offices, Research and Development Facilities) | ||||||||
| Operating lease right-of-use assets, Net | $ | $ | ||||||
| Current portion of operating leases | ||||||||
| Net of current portion of operating leases | ||||||||
| Total Operating Lease Liabilities | $ | $ | ||||||
*During fiscal year 2026, the Company's Malaysia and Singapore subsidiary fully repaid the outstanding finance lease liabilities. Upon completion of the repayment, the related asset was reclassified from finance lease liabilities to Machinery and Equipment.
As of August 2026, the Company's China subsidiary in real estate segment has renewed its 1-year office lease agreement with commencement dates of August 16, 2026. The future minimum lease payments are $
As the lease terms commence after June 30, 2026, the Company has not recognized a Right-of-Use ("ROU") asset or the corresponding lease liability in the balance sheet as of that date. The ROU asset and lease liabilities will be recognized in the financial statements upon commencement of the respective lease terms.
| For the Year Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Lease Cost | ||||||||
| Finance lease cost: | ||||||||
| Interest on finance lease | $ | $ | ||||||
| Amortization of right-of-use assets | ||||||||
| Total finance lease cost | ||||||||
| Operating Lease Costs | $ | $ | ||||||
Other information related to leases was as follows (in thousands except lease term and discount rate):
| For the Year Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash Paid for Amounts Included in the Measurement of Lease Liabilities | ||||||||
| Operating cash flows from finance leases | $ | ( | ) | $ | ( | ) | ||
| Operating cash flows from operating leases | ( | ) | ( | ) | ||||
| Finance cash flows from finance leases | ( | ) | ( | ) | ||||
| Right-of-Use Assets Obtained in Exchange for New Operating Lease Liabilities | ||||||||
| Weighted-Average Remaining Lease Term: | ||||||||
| Finance leases | - | |||||||
| Operating leases | ||||||||
| Weighted-Average Discount Rate: | ||||||||
| Finance leases | % | |||||||
| Operating leases | % | % | ||||||
As of June 30, 2026, future minimum lease payments under finance leases and noncancelable operating leases were as follows:
| Operating | ||||||||
| Lease | Finance Lease | |||||||
| Liabilities | Liabilities | |||||||
| Fiscal Year | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| 2031 | ||||||||
| Total future minimum lease payments | $ | $ | ||||||
| Less: amount representing interest | ( | ) | ||||||
| Present value of net minimum lease payments | $ | $ | ||||||
| Presentation on statement of financial position | ||||||||
| Current | ||||||||
| Non-Current | ||||||||
As of June 30, 2025, future minimum lease payments under finance leases and noncancelable operating leases were as follows:
| Operating | ||||||||
| Lease | Finance Lease | |||||||
| Liabilities | Liabilities | |||||||
| Fiscal Year | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| Total future minimum lease payments | $ | $ | ||||||
| Less: amount representing interest | ( | ) | ( | ) | ||||
| Present value of net minimum lease payments | $ | $ | ||||||
| Presentation on statement of financial position | ||||||||
| Current | ||||||||
| Non-Current | ||||||||
27. NON-CONTROLLING INTEREST
In accordance with the provisions of ASC Topic 810, the Company has classified the non-controlling interest as a component of stockholders’ equity in the accompanying consolidated balance sheets. Additionally, the Company has presented the net income attributable to the Company and the non-controlling ownership interests separately in the accompanying consolidated financial statements.
On September 17, 2025, the Company and Lodestar Enterprise Sdn. Bhd. (“Lodestar”) entered into an Equity Purchase Agreement (“Agreement”) pursuant to which the Company, through its wholly-owned subsidiary, Trio-Tech International Pte. Ltd (Singapore) (“Trio-Tech Singapore”) agreed to acquire from Lodestar the remaining
On June 30, 2025, TTI, through its subsidiary Trio-Tech (SIP) Co., Ltd., a Suzhou, China limited liability company (“Trio-Tech SIP”) acquired
The table below reflects a reconciliation of the equity attributable to non-controlling interest:
| For the Year Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Non-controlling interest | ||||||||
| Beginning balance | $ | ( | ) | $ | ||||
| Net income | ||||||||
| Acquisition of subsidiary without a change in control | ( | ) | ( | ) | ||||
| Dividend declared by subsidiary | ( | ) | ||||||
| Translation adjustment | ( | ) | ||||||
| Ending balance | $ | ( | ) | $ | ( | ) | ||
28. STOCK REPURCHASE PROGRAM
On May 8, 2025, the Company’s Board of Directors authorized a share repurchase program under which the Company may repurchase up to $
As of June 30, 2026, the Company repurchased
29. SUBSEQUENT EVENTS
Transfer of Stock Exchange Listing
On September 16, 2026, the Company transferred the listing of its Common Stock from NYSE American LLC to the Nasdaq Global Market. The Company’s Common Stock ceased trading on NYSE American LLC at the close of trading on September 15, 2026, and commenced trading on the Nasdaq Global Market on September 16, 2026, under the existing ticker symbol “TRT.” The transfer did not affect the number of shares outstanding or the Company’s reporting obligations under the Securities Exchange Act of 1934.
Customs Bond Arrangement
On September 8, 2026, the Company's Malaysia subsidiary entered into a revised one-year customs bond arrangement increasing the total bond value from million to million, or approximately $
Exhibit 4.1
DESCRIPTION OF REGISTRANT’S SECURITIES
General
Our Second Amended and Restated Articles of Incorporation (“Charter”) authorize us to issue up to 15,000,000 shares of our common stock, no par value.
Common Stock
This section describes the general terms of our common stock that we may offer from time to time. For more detailed information, a holder of our common stock should refer to our Charter and Bylaws, copies of which are filed with the Securities and Exchange Commission, and applicable California law.
Except as otherwise expressly provided in our Charter, or as required by applicable law, all shares of our common stock have the same rights and privileges and rank equally, share ratably and are identical in all respects as to all matters, including, without limitation, those described below. All outstanding shares of our common stock are fully paid and nonassessable.
Voting Rights. The holders of our common stock are entitled to one vote per share on all matters, except as otherwise provided in our Charter and to the extent that the Articles of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series. In any election of directors, each shareholder entitled to vote shall, subject to the satisfaction of all statutory conditions precedent to the exercise of such rights, have the right to cumulate the number of votes equal to the number of directors to be elected multiplied by the number of votes to which such shareholder's shares are entitled, and distribute those votes among one or more candidates. This right may be exercised by giving written notice of intent to cumulate those votes to any officer of the Corporation before the meeting or to the presiding officer at the meeting at any time before the election of directors.
Dividends. Each share of our common stock has an equal and ratable right to receive dividends to be paid from our assets legally available therefore when, as and if declared by our Board of Directors. Since February 25, 2008, we have not declared or paid cash dividends on our common stock, and we do not anticipate paying cash dividends on our common stock in the foreseeable future.
Liquidation. In the event we dissolve, liquidate or wind up, the holders of our common stock are entitled to share equally and ratably in the assets available for distribution after payments are made to our creditors.
Other. The holders of shares of our common stock have no preemptive, subscription or redemption rights and are not liable for further call or assessment. All of the outstanding shares of our common stock are, and the shares of common stock offered hereby will be, fully paid and nonassessable.
Listing
Our common stock is listed on The Nasdaq Stock Market under the symbol “TRT.”
Exhibit 21.1
Subsidiaries of the Registrant
(100% owned by the Registrant except as otherwise stated)
|
Trio-Tech Reliability Services (Dormant) |
a California Corporation |
|
KTS Incorporated, dba Universal Systems (Dormant) |
a California Corporation |
|
Trio‑Tech International Pte. Ltd., a Singapore Corporation |
a Singapore Corporation |
|
Universal (Far East) Pte. Ltd., a Singapore Corporation |
a Singapore Corporation (100% owned by Trio‑Tech International Pte. Ltd., a Singapore Corporation) |
|
Trio-Tech International (Thailand) Co., Ltd., a Thailand Corporation |
a Thailand Corporation (100% owned by Trio‑Tech International Pte. Ltd., a Singapore Corporation) |
|
Trio-Tech (Bangkok) Co., Ltd., a Thailand Corporation |
(100% owned by Trio‑Tech International Pte. Ltd., a Singapore Corporation) |
|
Trio-Tech (Malaysia) Sdn Bhd., a Malaysia Corporation |
(100% owned by Trio‑Tech International Pte. Ltd., a Singapore Corporation) |
|
Prestal Enterprise Sdn. Bhd., a Malaysia Corporation |
(76% owned by Trio‑Tech International Pte. Ltd., a Singapore Corporation) |
|
Trio-Tech (SIP) Co., Ltd., a China Corporation |
(100% owned by Trio‑Tech International Pte. Ltd., a Singapore Corporation) |
|
Trio-Tech (Chongqing) Co. Ltd., a China Corporation |
(100% owned by Trio‑Tech International Pte. Ltd., a Singapore Corporation) |
|
SHI International Pte. Ltd, a Singapore Corporation |
(55% owned Trio‑Tech International Pte. Ltd., a Singapore Corporation) |
|
Trio-Tech (Tianjin) Co., Ltd., a China Corporation |
(100% owned by Trio-Tech International Pte. Ltd., a Singapore Corporation) |
|
Trio-Tech (Jiangsu) Co., Ltd., a China Corporation |
(100% owned by Trio-Tech (SIP) Co., Ltd, a China Corporation) |
^ Both PT SHI Indonesia and European Electronic Test Centre has been dissolved during the year ended June 30, 2026.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Trio‑Tech International
Van Nuys, California
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-261485), Form S-8 (No. 333-276454, No. 333-252841, No. 333-222920) of Trio-Tech International of our report dated September 24, 2026, relating to the consolidated financial statements which appear in this Form 10-K.
Forvis Mazars LLP
PUBLIC ACCOUNTANTS
AND CHARTERED ACCOUNTANTS
/s/ Forvis Mazars LLP
Republic of Singapore
Exhibit 31.1
CERTIFICATIONS
I, S. W. Yong, certify that:
1. I have reviewed this Annual Report on Form 10-K of Trio-Tech International, a California corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal year quarter (the registrant's fourth fiscal year quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. |
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
| (a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
| (b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
|
Date: September 24, 2026 |
/s/ S.W.Yong S. W. Yong Chairman and Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
I, Srinivasan Anitha, certify that:
1. I have reviewed this Annual Report on Form 10-K of Trio-Tech International, a California corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal year quarter (the registrant's fourth fiscal year quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. |
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
|
Date: September 24, 2026 |
/s/ Srinivasan Anitha Srinivasan Anitha Chief Financial Officer (Principal Financial Officer) |
Exhibit 32
SECTION 1350 CERTIFICATION
Each of the undersigned, S.W. Yong, Chairman and Chief Executive Officer of Trio-Tech International, a California corporation (the “Company”), and Srinivasan Anitha, Chief Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his / her knowledge (1) the annual report on Form 10-K of the Company for the year ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ S.W.Yong |
||
|
Name: |
S. W. Yong |
|
|
Title: |
Chairman and Chief Executive Officer |
|
|
Date: |
||
|
/s/ Srinivasan Anitha |
||
|
Name: |
Srinivasan Anitha |
|
|
Title: |
Chief Financial Officer |
|
|
Date: |
||
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.