# Trio-Tech International: Form 10-Q for the period ended Mar 31, 2023

- Company: [Trio-Tech International](/companies/trt.md) (CIK 732026)
- Form: 10-Q
- Filed: 2023-05-15
- Accepted by EDGAR: May 15, 2023, 13:33 ET
- Period: 2023-03-31
- Accession: 0001437749-23-014443
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/732026/000143774923014443/trt20230331_10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/732026/000143774923014443/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2023-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2023-01-01 to 2023-03-31 | $9.8m | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Revenue | 9 months, 2022-07-01 to 2023-03-31 | $34.2m | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Cost of revenue | 3 months, 2023-01-01 to 2023-03-31 | $7.4m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 9 months, 2022-07-01 to 2023-03-31 | $24.8m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2023-01-01 to 2023-03-31 | $2.5m | us-gaap:GrossProfit |
| Gross profit | 9 months, 2022-07-01 to 2023-03-31 | $9.4m | us-gaap:GrossProfit |
| Research and development | 3 months, 2023-01-01 to 2023-03-31 | $87.0k | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 9 months, 2022-07-01 to 2023-03-31 | $311.0k | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2023-01-01 to 2023-03-31 | −$37.0k | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2022-07-01 to 2023-03-31 | $2.1m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2023-01-01 to 2023-03-31 | $29.0k | us-gaap:InterestExpense |
| Interest expense | 9 months, 2022-07-01 to 2023-03-31 | $83.0k | us-gaap:InterestExpense |
| Income tax | 3 months, 2023-01-01 to 2023-03-31 | $8.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2022-07-01 to 2023-03-31 | $474.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2023-01-01 to 2023-03-31 | −$7.0k | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2022-07-01 to 2023-03-31 | $1.4m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2023-01-01 to 2023-03-31 | $0.00 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2022-07-01 to 2023-03-31 | $0.33 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2023-01-01 to 2023-03-31 | $0.00 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2022-07-01 to 2023-03-31 | $0.34 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2023-01-01 to 2023-03-31 | 4,159,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2022-07-01 to 2023-03-31 | 4,161,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2022-07-01 to 2023-03-31 | $6.4m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2023-01-01 to 2023-03-31 | $83.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Capital expenditure | 9 months, 2022-07-01 to 2023-03-31 | $4.1m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2023-03-31 | $8.4m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2023-03-31 | $29.7m | us-gaap:AssetsCurrent |
| Total assets | at 2023-03-31 | $45.4m | us-gaap:Assets |
| Current liabilities | at 2023-03-31 | $10.9m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2023-03-31 | $14.9m | us-gaap:Liabilities |
| Long-term debt | at 2023-03-31 | $1.6m | us-gaap:LongTermDebt |
| Shareholders' equity | at 2023-03-31 | $30.2m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 51,212 characters.

### Overview

*The following should be read in conjunction with the condensed consolidated financial statements and notes in Item I above and with the audited consolidated financial statements and notes, the information under the headings “Management’s discussion and analysis of financial condition and results of operations” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022.*

Trio-Tech International (“TTI”) was incorporated in 1958 under the laws of the State of California. As used herein, the term “Trio-Tech” or “Company” or “we” or “us” or “Registrant” includes Trio-Tech International and its subsidiaries unless the context otherwise indicates. Our mailing address and executive offices are located at Block 1008 Toa Payoh North, Unit 03-09 Singapore 318996, and our telephone number is (65) 6265 3300.

The Company is a provider of reliability test equipment and services to the semiconductor industry. 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 through our testing laboratories in Asia and the United States (“U.S.”).

During the nine months ended March 31, 2023, TTI generated approximately 100% of its revenue from its three core business segments in the test and measurement industry, i.e., manufacturing of test equipment (“Manufacturing”), testing services (“Testing”) and distribution of test equipment and electronic components (“Distribution”).

### Manufacturing

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. We also act as an extended development team of Integrated Device Manufacturers (IDMs) and Fabless semiconductor companies in the testing processes with our expert technical skills, especially in the New Product Introduction (NPI) process.

### Testing

TTI provides comprehensive electrical, environmental, and burn-in testing services to semiconductor manufacturers in our testing laboratories in Asia and the United States (“U.S.”). Our customers include both manufacturers and end users of semiconductors and electronic components who look to 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.

### Distribution

In addition to marketing our proprietary products, we distribute complementary products made by manufacturers around the world. The products include environmental chambers, mechanical shock & vibration testers, and other semiconductor equipment. Besides equipment, we also distribute a wide range of components such as connectors, sockets, cables, LCD display and touch screen panels. We act as value-added resellers by enhancing the value of the distributed products by customizing them to the needs of our customers through our expert engineering, integration, and sub-assembly services. We also support our customers as their extended research & development arm in product designing, by leveraging the expert skills of our component engineers and design engineers.

### Real Estate

Our real estate segment generates investment income from the investments made and rental revenue received from real estate that we purchased in Chongqing, China.

### Critical Accounting Estimates & Policies

The preparation of our Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions in applying our accounting policies that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base these estimates and assumptions on historical experience and evaluate them on an ongoing basis to ensure that they remain reasonable under current conditions. Actual results could differ from those estimates. We discuss the development and selection of the critical accounting estimates with the Audit Committee of our Board of Directors on a quarterly basis, and the Audit Committee has reviewed our related disclosure in this Quarterly Report on Form 10-Q.

There have been no material changes in our critical accounting estimates and policies since our Annual Report on Form 10-K for the fiscal year ended June 30, 2022. Refer to Note 1 “Basis of Presentation and Summary of significant Accounting Policies” to our Condensed Consolidated Financial Statements for additional details. In addition, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Part II, Item 7 of our Annual Report on Form 10-K for our fiscal year ended June 30, 2022 for a complete description of our critical accounting policies and estimates.

### Third Quarter Fiscal Year 2023 Highlights

- Total revenue decreased by $1,296, or 11.6%, to $9,842 in the third quarter of our fiscal year ending June 30, 2023 (“Fiscal 2023”), compared to $11,138 for the same period in the fiscal year ended June 30, 2022 (“Fiscal 2022”).
- Manufacturing segment revenue decreased by $134, or 4.3%, to $2,963 in the third quarter of Fiscal 2023, compared to $3,097 for the same period in Fiscal 2022.
- Testing segment revenue increased by $1,280, or 29.0%, to $5,697 in the third quarter of Fiscal 2023, compared to $4,417 for the same period in Fiscal 2022.
- Distribution segment revenue decreased by $2,441, or 67.4%, to $1,179 in the third quarter of Fiscal 2023, compared to $3,620 for the same period in Fiscal 2022.
- Real estate segment rental revenue decreased by $1, or 25%, to $3 in the third quarter of Fiscal 2023, compared to $4 for the same period in Fiscal 2022.
- The overall gross profit decreased by $16, or 0.6%, to $2,458 in the third quarter of Fiscal 2023, from 2,474 for the same period in Fiscal 2022.
- General and administrative expense decreased by $130, or 5.5%, to $2,248 in the third quarter of Fiscal 2023, from $2,378 for the same period in Fiscal 2022.
- Selling expense increased by increased by $14, or 9.6%, to $160 in the third quarter of Fiscal 2023, from $146 for the same period in Fiscal 2022.
- Other income decreased by $4, or 3.1%, to $123 in the third quarter of Fiscal 2023, from other income of $127 for the same period in Fiscal 2022.
- Loss from operations was $37 for the third quarter of Fiscal 2023, a decrease of $93 as compared to loss from operations of $130 for the same period in Fiscal 2022.
- Income tax expense was $8 for the third quarter of Fiscal 2023, a decrease of $162 as compared to $170 in the same period in Fiscal 2022.
- During the third quarter of Fiscal 2023, income from continuing operations before non-controlling interest, net of tax was $49, as compared to loss from continuing operations before non-controlling interest of $204 for the same period in Fiscal 2022.
- Net income attributable to non-controlling interest for the second quarter of Fiscal 2023 was $61, an increase of $98 as compared to net loss attributable to non-controlling interest of $37 in the same period in Fiscal 2022.
- Basic earnings per share for the third quarter of Fiscal 2023 was $Nil, as compared to loss per share of $0.04 for the same period in Fiscal 2022.
- Diluted earnings per share for the third quarter of Fiscal 2023 was $Nil, as compared to loss per share of $0.04 for the same period in Fiscal 2022.
- Total assets increased by $1,953 to $45,374 as of March 31, 2023, compared to $43,421 as of June 30, 2022.
- Total liabilities decreased by $521 to $14,898 as of March 31, 2023, compared to $15,419 as of June 30, 2022.

### Results of Operations and Business Outlook

The following table sets forth our revenue components for both three and nine months ended March 31, 2023 and 2022.

*(Unaudited)*

*(Unaudited)*

*(Unaudited)*

*(Unaudited)*

| Revenue Components | Three Months Ended Mar. 31, 2023 | Mar. 31, 2022 | Nine Months Ended Mar. 31, 2023 | Mar. 31, 2022 |
| --- | ---: | ---: | ---: | ---: |
| Manufacturing | 30.1% | 27.8% | 33.9% | 31.6% |
| Testing Services | 57.9% | 39.6% | 51.8% | 43.4% |
| Distribution | 12.0% | 32.5% | 14.2% | 24.9% |
| Real Estate | 0.0% | 0.1% | 0.0% | 0.1% |
| Total | 100.0.% | 100.0% | 100.0% | 100.0% |

Revenue for the three and nine months ended March 31, 2023, was $9,842 and $34,171, respectively, a decrease of $1,296 and an increase of $1,940, respectively, when compared to the revenue for the same period of Fiscal 2022. As a percentage, revenue decreased by 11.6% and increased by 6 % for the three and nine months ended March 31, 2023, when compared to revenue for the same period of Fiscal 2022.

For the three months ended March 31, 2023, there was an increase in revenue in the Testing segment when compared to the same period of Fiscal 2022. The Manufacturing and Distribution segment’s revenue decreased compared to the same period of Fiscal 2022. For the nine months ended March 31, 2023, there was an increase in revenue in the Manufacturing and Testing segments when compared to the same period of Fiscal 2022. The Distribution segment’s revenue decreased compared to the same period of Fiscal 2022.

Total revenue into and within China, the Southeast Asia regions and other countries (except revenue into and within the U.S. decreased by $1,208 (or 11%), to $9,719 and increased by $1,970 (or 6.3%) to $33,232 for the three and nine months ended March 31, 2023, respectively, as compared with $10,927 and $31,262 for the same period of Fiscal 2022, respectively.

Total revenue into and within the U.S. was $123 and $937 for the three and nine months ended March 31, 2023, respectively, a decrease of $99 and $51 from $222 and $988 for the same periods of Fiscal 2022, respectively.

Revenue within our four current segments for the three and nine months ended March 31, 2023, is discussed below.

### Manufacturing Segment

Revenue in the Manufacturing segment as a percentage of total revenue was 30.1% and 33.9% for the three and nine months ended March 31, 2023, respectively, an increase of 2.3% of total revenue when compared to 27.8% and 31.6% in the same period of Fiscal 2022. The absolute amount of revenue decreased by $134 to $2,963 from $3,097 for three months ended March 31, 2023 due to decrease in burn-in-board sales in Singapore operation. On the other hand, the absolute amount of revenue increased by $1,405 to $11,592 from $10,187 for the nine months ended March 31, 2023 mainly attributed to increased board and system sales in the first half of Fiscal 2023 compared to the same period of Fiscal 2022.

Revenue in the Manufacturing segment from one customer accounted for 44.6% and 55.8% of our total revenue in the Manufacturing segment for the three months ended March 31, 2023, and 2022, respectively, and 32.4% and 46.2% of our total revenue in the Manufacturing segment for the nine months ended March 31, 2023, and 2022, respectively.

### Testing Services Segment

The Testing segment's revenue was 57.9% for the three months ended March 31, 2023, representing an increase of 18.3%, compared to 39.6% for the same period of Fiscal 2022. Revenue in the Testing segment was 51.8% as a percentage of total revenue for the nine months ended March 31, 2023, an increase of 8.4% compared to the same period of Fiscal 2022. The absolute amount of revenue increased by $1,280 to $5,697 and increased by $3,726 to $17,709 from $4,417 and $13,983 for the three and nine months ended March 31, 2023, respectively, as compared to the same periods of Fiscal 2022. The increase is mainly attributed to the new subsidiary in China which was not yet operational in the same period of Fiscal 2022. The increase was partially offset by a drop in volume in other test plants due to the lower demand resulting from weakening of global semiconductor industry.

The revenue in the Testing segment from one customer accounted for 41.6% and 59.5% of our revenue in the Testing segment for the three months ended March 31, 2023 and 2022, respectively, and 44.3% and 62.1% of our total revenue in the Testing segment for the nine months ended March 31, 2023 and 2022, respectively. The future revenue in the Testing segment will be affected by the demands of this customer if the customer base cannot be increased. Demand for testing services varies from country to country, depending on any changes taking place in the market and our customers’ forecasts. As it is challenging to forecast fluctuations in the market accurately, management believes it is necessary to maintain testing facilities in close proximity to the customers in order to make it convenient for them to send us their newly manufactured parts for testing and to enable us to maintain a share of the market.

### Distribution Segment

Revenue in the Distribution segment was 12.0% and 14.2% as a percentage of total revenue for the three and nine months ended March 31, 2023, respectively, a decrease of 20.5% and 10.7%, compared to the same period of Fiscal 2022. The absolute amount of revenue decreased by $2,441 to $1,179 and by $3,183 to $4,855 from $3,620 and $8,038 for the three and nine months ended March 31, 2023, respectively, compared to the same period of Fiscal 2022. The decrease is mainly due to inventory adjustments made by our end customers who are currently carrying excess inventory, due to which demand is weak and deliveries are being pushed out to next fiscal year.

The revenue in the Distribution segment from one customer accounted for 66.8% and 82.2% of our revenue in the Distribution segment for the three months ended March 31, 2023 and 2022, respectively, and 78.7% and 77.9% of our total revenue in the Distribution segment for the nine months ended March 31, 2023 and 2022, respectively. Demand for the Distribution segment varies depending on the demand for our customers’ products, the changes taking place in the market, and our customers’ forecasts. Hence it is difficult to forecast fluctuations in the market accurately.

### Real Estate Segment

The Real Estate segment revenue decreased to $3 and $15 from $4 and $23 for the three and nine months ended March 31, 2023, compared to the same period of Fiscal 2022.

### Uncertainties and Remedies

There are several influencing factors which create uncertainties when forecasting performance, such as the constantly changing nature of technology, specific requirements from the customer, decline in demand for certain types of burn-in devices or equipment, decline in demand for testing services and fabrication services, and other similar factors. One factor that influences uncertainty is the highly competitive nature of the semiconductor industry. Another is that some customers are unable to provide a forecast of the products required in the upcoming weeks; hence it is difficult to plan for the resources needed to meet these customers’ requirements due to short lead time and last-minute order confirmation. This will normally result in a lower margin for these products as it is 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, in order 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, 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.

As of March 2023, although we have seen improvements in both our operations and those of our suppliers, we may continue to experience supply shortages as well as inflationary cost pressures in at least the near term. Risks and uncertainties related to the COVID-19 pandemic, supply chain challenges, and inflationary pressures may continue to negatively impact our revenue and gross margin. We continue to monitor and evaluate the business impact to react proactively.

On August 9, 2022, the CHIPS and Science Act of 2022 (CHIPS Act) was enacted in the United States. The CHIPS Act will provide financial incentives to the semiconductor industry which are primarily directed at manufacturing activities within the United States. We continue to evaluate the business impact and potential opportunities related to the CHIPS Act. As of date, we do not see any direct effect of the CHIPS Act on the Company in the foreseeable future.

There are legal and operational risks associated with having operations in China. These risks could result in a material change in our operations and/or the value of our common stock or could limit or hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. In recent past, the Peoples Republic of China (“PRC”) government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.

The Company and its subsidiaries do not have any variable interest entities based in China. Our business primarily consists of semiconductor testing and burn-in services for the automotive industry, avionics, and others. Our businesses are not impacted by anti-monopoly policies, variable interest entities policies, or data security policies, nor are our businesses subject to extraordinary oversight from the Chinese government.

### Comparison of the Three Months Ended March 31, 2023, and March 31, 2022

The following table sets forth certain consolidated statements of income data as a percentage of revenue for the three months ended March 31, 2023 and 2022 respectively:

*(Unaudited)*

*(Unaudited)*

|  | Three Months Ended March 31, 2023 | 2022 |
| --- | ---: | ---: |
| **Revenue** | **100.0%** | **100.0%** |
| Cost of sales | 75.0% | 77.8% |
| **Gross Margin** | 25.0% | **22.2%** |
| Operating expense |  |  |
| General and administrative | 22.8% | 21.4% |
| Selling | 1.6% | 1.3% |
| Research and development | 0.9% | 0.7% |
| Total operating expense | 25.3% | 23.4% |
| **Income from Operations** | (0.3)% | **(1.2)%** |

### Overall Gross Margin

Overall gross margin as a percentage of revenue increased by 2.8% to 25% for the three months ended March 31, 2023, from 22.2% for the same period of Fiscal 2022. Gross profits decreased by $14 to $2,458 for the three months ended March 31, 2023, from $2,474 for the same period in Fiscal 2022.

Gross profit margin as a percentage of revenue in the Manufacturing segment decreased by 1.0% to 17.3% for the three months ended March 31, 2023, as compared to 18.3% for the same period in Fiscal 2022. Gross profits in the Manufacturing segment decreased by $55 to $512 for the three months ended March 31, 2023, from $567 for the same period in Fiscal 2022. The decrease in gross profit margin was primarily due to a lower sales for the three months ended March 31, 2023 compared to the same period of Fiscal 2022.

Gross profit margin as a percentage of revenue in the Testing segment increased by 2.5% to 30.8% for the three months ended March 31, 2023, compared to 28.3% in the same period of Fiscal 2022. The increase in gross profit margin percentage was mainly due to higher proportion of high-margin services coupled with effective cost control measures, mainly in Malaysia, China, and Thailand operations. In absolute dollar amounts, gross profit in the testing segment increased by $519 to $1,757 for the three months ended March 31, 2023, from $1,248 for the same period of Fiscal 2022.

Gross profit margin of the Distribution segment is not only affected by the market price of the products we distribute, but also the mix of products we distribute, which frequently changes as a result of fluctuations in market demand. Gross profit margin as a percentage of revenue in the Distribution segment decreased by 1.3% to 17.3% for the three months ended March 31, 2023, from 18.6% in the same period of Fiscal 2022. Gross profit in the Distribution segment for the three months ended March 31, 2023, was $204, a decrease of $472, compared to $675 in the same period of Fiscal 2022. The decrease in gross profit was primarily due to a lower sales for the three months ended March 31, 2023 compared to the same period of Fiscal 2022, due to inventory adjustments by customers.

For the three months ended March 31, 2023, gross loss in the Real Estate segment was $15, as compared to $16 for the same period of Fiscal 2022.

### Operating Expense

Operating expense for the three months ended March 31, 2023 and 2022 was as follows:

*(Unaudited)*

*(Unaudited)*

|  | Three Months Ended March 31, 2023 | 2022 |
| --- | ---: | ---: |
| General and administrative | $2,248 | $2,378 |
| Selling | 160 | 146 |
| Research and development | 87 | 80 |
| Gain on disposal of property, plant and equipment | - | - |
| **Total** | **$2,495** | **$2,604** |

General and administrative expense decreased by $130 or 5.5%, from $2,378 to $2,248 for the three months ended March 31, 2023, compared to the same period of Fiscal 2022. The decrease in general and administrative expense was mainly attributable to the decrease in stock compensation costs and effective cost control in China operations.

Selling expense increased by $14 or 9.6%, from $146 to $160 for the three months ended March 31, 2023, compared to the same period of Fiscal 2022. The increase in selling expense was primarily attributable to an increase in commission costs in the Manufacturing segment of the Singapore operations as a result of an increase in commissionable revenue, and an increase in travel costs due to increased business travel in the third quarter of Fiscal 2023, compared to the same quarter of Fiscal 2022.

### Loss from Operations

Loss from operations was $37 for the three months ended March 31, 2023, a decrease of $93, compared to loss of $130 from operations for the same period of Fiscal 2022. This was mainly due to a decrease in general and administrative expenses.

### Interest Expense

Interest expense for the three months ended March 31, 2023 and 2022 were as follows:

*(Unaudited)*

*(Unaudited)*

|  | Three Months Ended March 31, 2023 | 2022 |
| --- | ---: | ---: |
| Interest expense | $29 | $31 |

Interest expense was $29 for the three months ended March 31, 2023, a decrease of $2, or 6.4%, compared to $31 for the same period of Fiscal 2022. As of March 31, 2023, the Company had an unused line of credit of $5,806 as compared to $5,158 at March 31, 2022.

### Other Income

Other income for the three months ended March 31, 2023 and 2022 were as follows:

*(Unaudited)*

*(Unaudited)*

|  | Three Months Ended March 31, 2023 | 2022 |
| --- | ---: | ---: |
| Interest income | $49 | $13 |
| Other rental income | 30 | 30 |
| Exchange loss | (47) | (9) |
| Government grant | 83 | 62 |
| Other miscellaneous income | 8 | 31 |
| **Total** | **$123** | **$127** |

Other income decreased marginally by $4 from $127 to other expenses of $123 for the three months ended March 31, 2023 compared to the same period in Fiscal 2022. The decrease was mainly contributed by a negative foreign currency impact in the third quarter of Fiscal 2023, partially offset by an increase in interest income compared to the same period in Fiscal 2022.

### Income Tax Expense

The Company's income tax expense was $8 and $170 for the three months ended March 31, 2023 and 2022, respectively. The decrease was primarily due to tax provision adjustments made pursuant to tax filings for Fiscal 2022.

### Non-controlling Interest

As of March 31, 2023, we held a 55% interest in Trio-Tech (Malaysia) Sdn. Bhd., Trio-Tech (Kuala Lumpur) Sdn. Bhd., SHI International Pte. Ltd., and 52% interest in PT. SHI Indonesia. We also held a 76% interest in Prestal Enterprise Sdn. Bhd and 51% interest in Trio-Tech JiangSu Co. Ltd. The share of non-controlling interest in the net profit from the subsidiaries for the three months ended March 31, 2023 was $61, an increase of $98 compared to the share of non-controlling interest in the net loss from the subsidiaries of $37 for the same period of Fiscal 2022. The increase in the net income shared by non-controlling interest in the subsidiaries was attributable to the increase in net income generated by the China operation.

### Net Loss Attributable to Trio-Tech International Common Shareholders

Net loss attributable to Trio-Tech International common shareholders for the three months ended March 31, 2023, was $7, a change of $160, compared to a net loss of $167 for the same period in Fiscal 2022.

### Earnings / (Losses) per Share

Basic earnings per share from continuing operations were $nil for the three months ended March 31, 2023, compared to basic losses per share from continuing operations of $0.04 for the same period in Fiscal 2022. Basic earnings per share from discontinued operations were $nil for both the three months ended March 31, 2023, and 2022.

Diluted earnings per share from continuing operations were $nil for the three months ended March 31, 2023, as compared to diluted losses per share from continuing operations of $0.04 for the same period in Fiscal 2022. Diluted earnings per share from discontinued operations were $nil for both the three months ended March 31, 2023, and 2022.

### Segment Information

The revenue, gross margin and income or loss from operations for each segment during the third quarter of Fiscal 2023 and Fiscal 2022 are presented below. As the revenue and gross margin for each segment have been discussed in the previous section, only the comparison of income or loss from operations is discussed below.

### Manufacturing Segment

The revenue, gross margin and loss from operations for the Manufacturing segment for the three months ended March 31, 2023 and 2022 were as follows:

*(Unaudited)*

*(Unaudited)*

|  | Three Months Ended March 31, 2023 | 2022 |
| --- | ---: | ---: |
| **Revenue** | $2,963 | $3,097 |
| **Gross margin** | 17.3% | 18.3% |
| **Loss from operations** | $(104) | $(145) |

Loss from operations from the Manufacturing segment was $104 compared to loss from operations of $145 in the same period of Fiscal 2022, primarily due to decrease in operating expense of $97. Operating expense for the Manufacturing segment were $615 and $712 for the three months ended March 31, 2023 and 2022, respectively. The decrease in operating expense was mainly due to a decrease of $216 in corporate overhead expense partially offset by an increase in general and administrative and selling expenses.

### Testing Segment

The revenue, gross margin and income / (loss) from operations for the Testing segment for the three months ended March 31, 2023 and 2022 were as follows:

*(Unaudited)*

*(Unaudited)*

|  | Three Months Ended March 31, 2023 | 2022 |
| --- | ---: | ---: |
| **Revenue** | $5,697 | $4,417 |
| **Gross margin** | 30.8% | 28.3% |
| **Income / (Loss) from operations** | $37 | $(124) |

Income from operations in the Testing segment for the three months ended March 31, 2023 was $37 compared to loss from operations of $124 in the same period of Fiscal 2022. It was mainly attributable to an increase in revenue coupled with effective cost control. Operating expense was $1,720 and $1,372 for the three months ended March 31, 2023 and 2022, respectively. The increase of $348 in operating expenses was due to increase in general and administrative expenses and corporate expenses mainly relating to the new subsidiary in China, while offset by decrease in selling expenses.

### Distribution Segment

The revenue, gross margin and income from operations for the Distribution segment for the three months ended March 31, 2023 and 2022 were as follows:

*(Unaudited)*

*(Unaudited)*

|  | Three Months Ended March 31, 2023 | 2022 |
| --- | ---: | ---: |
| **Revenue** | $1,179 | $3,620 |
| **Gross margin** | 17.3% | 18.6% |
| **Income from operations** | $151 | $576 |

Income from operations in the Distribution segment for three months ended March 31, 2023 was $151, compared to $576 for the same period of Fiscal 2022. The decrease of $425 was mainly due to lower sales. Operating expense were $53 and $99 for the three months ended March 31, 2023 and 2022, respectively.

### Real Estate Segment

The revenue, gross margin and loss from operations for the Real Estate segment for the three months ended March 31, 2023 and 2022 were as follows:

*(Unaudited)*

*(Unaudited)*

|  | Three Months Ended March 31, 2023 | 2022 |
| --- | ---: | ---: |
| **Revenue** | $3 | $4 |
| **Gross margin** | (500)% | (400)% |
| **Loss from operations** | $(34) | $(35) |

Loss from operations in the Real Estate segment was $34 for the three months ended March 31, 2023 compared to $35 for the same period of Fiscal 2022. Operating expense was $19 for the three months ended March 31, 2023 and 2022.

### Corporate

The loss from operations for Corporate for the three months ended March 31, 2023 and 2022 was as follows:

*(Unaudited)*

*(Unaudited)*

|  | Three Months Ended March 31, 2023 | 2022 |
| --- | ---: | ---: |
| **Loss from operations** | $(87) | $(402) |

Corporate operating loss was $87 for the three months ended March 31, 2023, compared to loss of $402 in the same period of Fiscal 2022.

### Comparison of the Nine Months Ended March 31, 2023 and March 31, 2022

The following table sets forth certain consolidated statements of income data as a percentage of revenue for the nine months ended March 31, 2023 and 2022, respectively:

*(Unaudited)*

*(Unaudited)*

|  | Nine Months Ended Mar. 31, 2023 | Mar. 31, 2022 |
| --- | ---: | ---: |
| **Revenue** | **100.0%** | **100.0%** |
| Cost of sales | 72.4 | 73.5 |
| **Gross Margin** | **27.6%** | **26.5%** |
| Operating expenses: |  |  |
| General and administrative | 18.9% | 19.6% |
| Selling | 1.5 | 1.4 |
| Research and development | 0.9 | 0.9 |
| Total operating expenses | 21.3% | 21.9% |
| **Income from Operations** | **6.3%** | **4.6%** |

### Overall Gross Margin

Overall gross margin as a percentage of revenue increased marginally by 1.1% to 27.6% for the nine months ended March 31, 2023, compared to 26.5% in the same period of Fiscal 2022. Gross profits increased by $872 to $9,415 for the nine months ended March 31, 2023, from $8,543 for the same period of Fiscal 2022.

Gross profit margin as a percentage of revenue in the Manufacturing segment increased by 0.8% to 23.9% for the nine months ended March 31, 2023, from 23.1% in the same period of Fiscal 2022. Gross profit increased by $418 to $2,767 for the nine months ended March 31, 2023 compared to $2,349 for the same period of Fiscal 2022. The gross margin increase was primarily due to an increase in Manufacturing segment revenue in the nine months ended March 31, 2023, compared to the same period of Fiscal 2022.

Gross profit margin as a percentage of revenue in the Testing segment decreased by 1.3% to 33.3% for the nine months ended March 31, 2023, from 34.6% in the same period of Fiscal 2022. Gross profit in the Testing segment increased by $1,054 to $5,896 for the nine months ended March 31, 2023, from $4,842 for the same period of Fiscal 2022 due to an increase in testing services revenue, mainly contributed by the new subsidiary in China which was not yet operational in the same period of Fiscal 2022. The drop in margin resulted from lower demand due to inventory corrections made by customers in the second and third quarters of Fiscal 2023.

Gross profit margin as a percentage of revenue in the Distribution segment was 16.3% for the nine months ended March 31, 2023, compared to 17.3% in the same period of Fiscal 2022. Gross profit in the Distribution segment for the nine months ended March 31, 2023, was $791, a decrease of $595 compared to $1,386 in the same period of Fiscal 2022. The decrease in gross profit was due to the decrease in distribution sales in our Singapore operation compared to the same period of Fiscal 2022 resulting from inventory corrections made by customers.

Gross loss in the Real Estate segment increased by $3 to $39 for the nine months ended March 31, 2023, from $36 in the same period of Fiscal 2022.

### Operating Expenses

Operating expenses for the nine months ended March 31, 2023 and 2022 were as follows:

*(Unaudited)*

*(Unaudited)*

|  | Nine Months Ended Mar. 31, 2023 | Mar. 31, 2022 |
| --- | ---: | ---: |
| General and administrative | $6,472 | $6,305 |
| Selling | 526 | 449 |
| Research and development | 311 | 293 |
| Loss on disposal of plant and equipment | 7 | - |
| **Total** | $7,316 | $7,047 |

General and administrative expenses increased by $167 or 2.6%, from $6,305 to $6,472 for the nine months ended March 31, 2023, compared to the same period of Fiscal 2022. The increase in general and administrative expenses was primarily due to the general and administrative expense relating to the Company’s new subsidiary Trio-Tech Jiangsu, which was setup in the third quarter of Fiscal 2022, coupled with inflationary impact on costs.

Selling expenses increased by $107 or 23.8%, for the nine months ended March 31, 2023, from $449 to $556 compared to the same period of Fiscal 2022. The increase in selling expenses was primarily attributable to an increase in commission expenses in the Manufacturing segment of Singapore operation as a result of an increase in commissionable revenue and increased travel costs.

### Income from Operations

Income from operations was $2,099 for the nine months ended March 31, 2023, compared to $1,496 for the same period of Fiscal 2022. The increase was mainly due to the increase in gross profit margin, partially offset by an increase in operating expenses, as discussed earlier.

### Interest Expense

Interest expense for the nine months ended March 31, 2023 and 2022 were as follows:

*(Unaudited)*

*(Unaudited)*

|  | Nine Months Ended Mar. 31, 2023 | Mar. 31, 2022 |
| --- | ---: | ---: |
| **Interest expense** | $83 | $87 |

Interest expense decreased marginally by $4 to $83 from $87 for the nine months ended March 31, 2023, compared to the same period of Fiscal 2022. The decrease was mainly due to lower utilization of lines of credit in the Singapore operations.

### Other Income

Other income for the nine months ended March 31, 2023 and 2022 was as follows:

*(Unaudited)*

*(Unaudited)*

|  | Nine Months Ended Mar. 31, 2023 | Mar. 31, 2022 |
| --- | ---: | ---: |
| Interest income | $104 | $51 |
| Other rental income | 85 | 88 |
| Exchange loss | (326) | (13) |
| Bad debt recovery | - | 104 |
| Government grant | 108 | 160 |
| Commission income | - | 200 |
| Other miscellaneous income | 88 | 79 |
| **Total** | $59 | $669 |

Other income for the nine months ended March 31, 2023 was $59, a decrease of $610 compared to other income of $669 for the same period of Fiscal 2022. The decrease was mainly contributed by a negative foreign currency impact in the second quarter of Fiscal 2023 and the absence of one-time commission income that was earned in the same period in Fiscal 2022.

Our net income is impacted by the overall strengthening or weakening of the US dollars since the functional currency of our foreign subsidiaries is not the U.S. Dollars. During the second quarter in Fiscal 2023, exchange rate movement negatively impacted our net income due to the strengthening of Singapore dollars against the U.S. Dollar which was partially offset by the exchange gain that arose in the first quarter of fiscal 2023.

### Income Tax Expenses

Income tax expenses for the nine months ended March 31, 2023 was $474, a decrease of $29 compared to of $503 for the same period of Fiscal 2022. The marginal decrease was contributed by tax provision adjustments made pursuant to the tax filings for Fiscal 2022.

### Non-controlling Interest

As of March 31, 2023, we held a 55% interest in Trio-Tech (Malaysia) Sdn. Bhd., Trio-Tech (Kuala Lumpur) Sdn. Bhd., SHI International Pte. Ltd., and 52% interest in PT. SHI Indonesia. We also held a 76% interest in Prestal Enterprise Sdn. Bhd and 51% interest in Trio-Tech JiangSu Co. Ltd. The net income attributable to the non-controlling interest in these subsidiaries for the nine months ended March 31, 2023, was $215, a change of $240, compared to a net loss of $25 for the same period of Fiscal 2022. The increase was attributable to the increase in net income generated by the China operation.

### Net Income Attributable to Trio-Tech International Common Shareholders

Net income was $1,382 for the nine months ended March 31, 2023, a decrease of $223 compared to a net income of $1,605 for the same period of Fiscal 2022. The decrease was mainly due to the lower demand from customers in the second and third quarter of Fiscal 2023 in response to the overall inventory corrections in the semiconductor industry.

### Earnings per Share

Basic earnings per share from continuing operations was $0.34 for the nine months ended March 31, 2023, compared to $0.40 for the same period in Fiscal 2022. Basic earnings per share from discontinued operations were $nil for both the nine months ended March 31, 2023 and 2022.

Diluted earnings per share from continuing operations was $0.33 for the nine months ended March 31, 2023, compared to $0.38 for the same period of Fiscal 2022. Diluted earnings per share from discontinued operations were $nil for both the nine months ended March 31, 2023 and 2022.

### Segment Information

The revenue, gross profit margin, and income / (loss) from operations in each segment for the nine months ended March 31, 2023 and 2022, respectively, are presented below. As the segment revenue and gross margin for each segment have been discussed in the previous section, only the comparison of income / (loss) from operations is discussed below.

### Manufacturing Segment

The revenue, gross margin and income from operations for the Manufacturing segment for the nine months ended March 31, 2023 and 2022 were as follows:

*(Unaudited)*

*(Unaudited)*

|  | Nine Months Ended Mar. 31, 2023 | Mar. 31, 2022 |
| --- | ---: | ---: |
| **Revenue** | $11,592 | $10,187 |
| **Gross margin** | 23.9% | 23.1% |
| **Income from operations** | $373 | $107 |

Income from operations from the Manufacturing segment was $373 for the nine months ended March 31, 2023, an increase of $266 as compared to $107 in the same period of Fiscal 2022 due to an increase in gross margin. The increase in gross margin was partially offset with an increase in operating expenses. The Manufacturing segment's operating expenses were $2,392 and $2,242 for the nine months ended March 31, 2023 and 2022, respectively. The increase in operating expenses of $150 was mainly due to an increase in general and administrative expenses by $150, compared to the same period of Fiscal 2022. The increase in general and administrative expenses was mainly attributable to an increase in payroll-related expenses in the Singapore operations. The increase in selling expenses was primarily attributable to an increase in commission expenses in the Manufacturing segment of Singapore operation because of an increase in commissionable revenue and increase in business travel.

### Testing Segment

The revenue, gross margin and income from operations for the Testing segment for the nine months ended March 31, 2023 and 2022 were as follows:

*(Unaudited)*

*(Unaudited)*

|  | Nine Months Ended Mar. 31, 2023 | Mar. 31, 2022 |
| --- | ---: | ---: |
| **Revenue** | $17,709 | $13,983 |
| **Gross margin** | 33.3% | 34.6% |
| **Income from operations** | $1,445 | $999 |

Income from operations in the Testing segment for the nine months ended March 31, 2023, was $1,445, an increase of $446 compared to $999 in the same period of Fiscal 2022 mainly because of increase in revenue and gross profits. Operating expenses was $4,730 and $3,843 for the nine months ended March 31, 2023 and 2022, respectively. The higher operating expenses was mainly attributed to an increase in corporate overheads of $567.

The increase in corporate overhead expenses was due to a change in the corporate overhead allocation compared to the same period of Fiscal 2022. Corporate charges are allocated on a predetermined fixed charge basis.

### Distribution Segment

The revenue, gross margin and income from operations for the Distribution segment for the nine months ended March 31, 2023 and 2022 were as follows:

*(Unaudited)*

*(Unaudited)*

|  | Nine Months Ended Mar. 31, 2023 | Mar. 31, 2022 |
| --- | ---: | ---: |
| **Revenue** | $4,855 | $8,038 |
| **Gross margin** | 16.3% | 17.2% |
| **Income from operations** | $633 | $1,107 |

Income from operations in the Distribution segment for the nine months ended March 31, 2023 was $633, a decrease of $474 compared to $1,107 in the same period of Fiscal 2022. The decrease in operating income was primarily due to a decrease in gross margin of $596, which was partially offset with a decrease in operating expenses of $121. Operating expenses were $158 and $279 for the nine months ended March 31, 2023 and 2022, respectively. The decrease in operating expenses was mainly contributed by a decrease in general and administrative expenses of $86.

### Real Estate Segment

The revenue, gross margin and loss from operations for the Real Estate segment for the nine months ended March 31, 2023 and 2022 were as follows:

*(Unaudited)*

*(Unaudited)*

|  | Nine Months Ended Mar. 31, 2023 | Mar. 31, 2022 |
| --- | ---: | ---: |
| **Revenue** | $15 | $23 |
| **Gross margin** | 260% | 163.6% |
| **Loss from operations** | $(76) | $(86) |

Loss from operations in the Real Estate segment for the nine months ended March 31, 2023 was $76, a decrease of $10 compared to $86 for the same period of Fiscal 2022. The decrease in operating loss was mainly due to a decrease in operating expenses. Operating expenses was $37 and $51 for the nine months ended March 31, 2023 and 2022, respectively.

### Corporate

The loss from operations for corporate for the nine months ended March 31, 2023 and 2022 were as follows:

*(Unaudited)*

*(Unaudited)*

|  | Nine Months Ended Mar. 31, 2023 | Mar. 31, 2022 |
| --- | ---: | ---: |
| **Loss from operations** | $(276) | $(632) |

The improvement of $356 was mainly due to a change in the corporate overhead allocation as compared to the same period last fiscal year. Corporate charges are allocated on a predetermined fixed charge basis.

### Financial Condition

During the nine months ended March 31, 2023, total assets increased by $1,953 to $45,374 compared to $43,421 as of June 30, 2022. The increase was primarily due to an increase in inventories, cash and cash equivalents, term deposits, and property, plant and equipment, partially offset by decrease in trade receivables, other receivables and prepaid expenses.

Cash and cash equivalents were $8,430 as at March 31, 2023, reflecting an increase of $732 from $7,698 as at June 30, 2022, primarily due to increased collections from customers.

Short-term deposits and restricted term deposits were $8,220 as at March 31, 2023, reflecting an increase of $1,122 from $7,098 as at June 30, 2022. The increase was primarily due to increased placement of term deposits.

As at March 31, 2023, the trade accounts receivable balance decreased by $588 to $11,004, from $11,592 as at June 30, 2022, primarily due to a decrease in overall revenue of all entities on a consolidated basis in the third quarter of Fiscal 2023. The number of days’ sales outstanding in accounts receivables for the Group was 87 days and 81 days at the end of the third quarter of Fiscal 2023 and the end of Fiscal 2022, respectively.

Other receivables as at March 31, 2023 mainly comprised of advance payments made to suppliers.

Inventories as at March 31, 2023, were $2,324, an increase of $66, compared to $2,258 as at June 30, 2022. The inventories are primarily held for fulfilling sales backlog and are expected to be delivered within the next two quarters.

Prepaid expenses were $731 as at March 31, 2023 compared to $1,215 as at June 30, 2022. This was mainly due to the asset capitalization of down payments made for the purchase of equipment in the China operation.

Investment properties (net) in China was $517 as at March 31, 2023 and $585 as at June 30, 2022. The decrease was primarily due to the foreign currency exchange movement between June 30, 2022 and March 31, 2023.

Property, plant and equipment increased by $1,506 from $8,481 as at June 30, 2022, to $9,987 as at March 31, 2023, mainly due to the acquisition of new property, plant and equipment in the China operations. The increase was partially offset by the depreciation charged for the period and the foreign currency exchange movement between June 30, 2022 and March 31, 2023.

Other assets increased by $95 to $232 as at March 31, 2023 compared to $137 as at June 30, 2022. This was primarily due to rental deposits and foreign currency exchange movement between June 30, 2022 and March 31, 2023.

Lines of credit was $107 as at March 31, 2023 as compared to $929 as at June 30, 2022. This was due to lower utilization of the lines of credit in the Singapore Operations as of March 31, 2023.

Accounts payable decreased by $566 to $1,835 as at March 31, 2023 as compared to $2,401 as at June 30, 2022 which was in line with the decrease in sales.

Accrued expense increased by $566 to $6,570 as at March 31, 2023, as compared to $6,004 as at June 30, 2022. The increase in accrued expense was mainly due to an increase in accruals relating to acquisition of property, plant and equipment in the China operations, and increase in contract liabilities in Singapore operation.

Bank loans payable decreased by $177 to $1,567 as at March 31, 2023, as compared to $1,744 as of June 30, 2022. This was due to the repayments made in the Malaysia operations.

Finance leases decreased by $91 to $146 as at March 31, 2023, as compared to $237 as at June 30, 2022. This was due to the repayments made in the Singapore and Malaysia operations.

Operating lease right-of-use assets and the corresponding lease liability decreased by $93 to $3,059 as at March 31, 2023, as compared to $3,152 as at June 30, 2022. This was due to the repayment made and the operating lease expenses charged for the period.

Other non-current liabilities increased by $924 to $952 as at March 31, 2023, as compared to $28 as at June 30, 2022. The increase was mainly due to an increase in accruals relating to acquisition of property, plant and equipment in the China operations where the payments term is more than 12 months.

### Liquidity Comparison

Net cash provided by operating activities increased by $5,832 to an inflow of $6,411 for the nine months ended March 31, 2023, from an inflow of $579 for the same period of Fiscal 2022. The increase in net cash provided by operating activities was primarily due to an increase of $7,104 in cash inflow from changes in depreciation, deferred tax benefit, trade receivables, other receivables, inventories, prepaid expenses and other current assets and other non-current liabilities in third quarter of Fiscal 2023 as compared to same period of Fiscal 2022. It was partially offset by an increase of $1,400 in cash outflow from changes in stock compensation expense, accrued interest, other assets, account payable and accrued expenses, income tax payable and operating lease in third quarter of Fiscal 2023 as compared to same period of Fiscal 2022.

Net cash provided by investing activities decreased by $4,717 to an outflow of $4,179 for the nine months ended March 31, 2023, from an inflow of $538 for the same period of Fiscal 2022. The increase in cash outflow was primarily due to an additions to property, plant and equipment of $2,933..

Net cash outflow from financing activities for the nine months ended March 31, 2023, was $1,078, representing a decrease of $1,588, as compared to cash inflow of $510 during the nine months ended March 31, 2022. The decrease was mainly attributable to a higher payment on lines of credit by $377, lower proceeds from exercising of stock options $410 and lower proceeds from lines of credits $883.

On March 1, 2022, the Company’s Registration Statement on Form S-3 (File No. 333-261485) was declared effective by the SEC, pursuant to which we may raise capital of S$10,000,000 USD of any combination of securities (common stock, warrants, debt securities or units) for expansion of the Company’s testing capacity and working capital purposes if necessary.

## Controls and procedures

As filed, 869 characters.

An evaluation was carried out by the Company’s Chief Executive Officer and Chief Financial Officer of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of March 31, 2023, the end of the period covered by this Form 10-Q. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective at a reasonable level.

### Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the fiscal quarter ended March 31, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

### TRIO-TECH INTERNATIONAL

Filed May 15, 2023.
Source: SEC EDGAR, the filing index for accession 0001437749-23-014443. Last ingested by Listed: Oct 26, 2026, 09:24 ET. No prices; not investment advice.