# Trio-Tech International: Form 10-Q for the period ended Mar 31, 2024

- Company: [Trio-Tech International](/companies/trt.md) (CIK 732026)
- Form: 10-Q
- Filed: 2024-05-13
- Accepted by EDGAR: May 13, 2024, 09:30 ET
- Period: 2024-03-31
- Accession: 0001437749-24-016136
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/732026/000143774924016136/trt20240331_10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/732026/000143774924016136/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-01-01 to 2024-03-31 | $10.4m | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Revenue | 9 months, 2023-07-01 to 2024-03-31 | $32.6m | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Cost of revenue | 3 months, 2024-01-01 to 2024-03-31 | $7.7m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 9 months, 2023-07-01 to 2024-03-31 | $24.5m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2024-01-01 to 2024-03-31 | $2.7m | us-gaap:GrossProfit |
| Gross profit | 9 months, 2023-07-01 to 2024-03-31 | $8.1m | us-gaap:GrossProfit |
| Research and development | 3 months, 2024-01-01 to 2024-03-31 | $89.0k | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 9 months, 2023-07-01 to 2024-03-31 | $305.0k | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2024-01-01 to 2024-03-31 | $59.0k | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2023-07-01 to 2024-03-31 | $735.0k | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2024-01-01 to 2024-03-31 | $17.0k | us-gaap:InterestExpense |
| Interest expense | 9 months, 2023-07-01 to 2024-03-31 | $63.0k | us-gaap:InterestExpense |
| Income tax | 3 months, 2024-01-01 to 2024-03-31 | $142.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2023-07-01 to 2024-03-31 | $274.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-01-01 to 2024-03-31 | $70.0k | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2023-07-01 to 2024-03-31 | $807.0k | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-01-01 to 2024-03-31 | $0.02 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2023-07-01 to 2024-03-31 | $0.19 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-01-01 to 2024-03-31 | $0.02 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2023-07-01 to 2024-03-31 | $0.19 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-01-01 to 2024-03-31 | 4,282,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2023-07-01 to 2024-03-31 | 4,274,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2023-07-01 to 2024-03-31 | $2.5m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2024-01-01 to 2024-03-31 | $50.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Capital expenditure | 9 months, 2023-07-01 to 2024-03-31 | $208.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2024-03-31 | $10.7m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2024-03-31 | $32.3m | us-gaap:AssetsCurrent |
| Total assets | at 2024-03-31 | $43.1m | us-gaap:Assets |
| Current liabilities | at 2024-03-31 | $9.8m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2024-03-31 | $11.6m | us-gaap:Liabilities |
| Long-term debt | at 2024-03-31 | $984.0k | us-gaap:LongTermDebt |
| Shareholders' equity | at 2024-03-31 | $31.2m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 51,128 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, 2023 (“Fiscal 2023”).*

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, 2024, 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”). Management is currently evaluating the ongoing contributions of each of its business segments to its current and future revenue and prospects, including its Testing segment. As a result, it may divest one or more business segments in the future, including its Testing segment, to enable management to concentrate on segments where it anticipates opportunities for future revenue growth, thereby maximizing shareholder value.

### 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, wet benches and more. 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.

### Testing

TTI provides comprehensive electrical, environmental, and burn-in testing services to semiconductor manufacturers in our testing laboratories in Asia and the U.S. Our customers include both manufacturers and end users of semiconductor 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 and vibration testers, and other semiconductor equipment. We also distribute a wide range of components such as connectors, sockets, cables, LCD displays and touch screen panels. We act as value-added resellers by enhancing the value of the distributed products by customizing each 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 design, leveraging the expert skills of our component engineers and design engineers.

### Real Estate

Our real estate (“Real Estate”) segment generates rental income and investment income from real estate investments made in Chongqing, China.

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### 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 Fiscal 2023. 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 Fiscal 2023 for a complete description of our critical accounting policies and estimates.

### Third Quarter Fiscal Year 2024 Highlights

- Total revenue increased by $556, or 5.6%, to $10,398 in the third quarter of Fiscal 2024, compared to $9,842 for the same period in Fiscal 2023.
- Manufacturing segment revenue increased by $1,850, or 62.4% to $4,813 for the third quarter of Fiscal 2024, compared to $2,963 for the same period in Fiscal 2023.
- Testing segment revenue decreased by $1,901, or 33.4%, to $3,796 for the third quarter of Fiscal 2024, compared to $5,697 for the same period in Fiscal 2023.
- Distribution segment revenue increased by $604, or 51.2%, to $1,783 for the third quarter of Fiscal 2024, compared to $1,179 for the same period in Fiscal 2023.
- Real estate segment rental revenue increased by $3, or 100.0% to $6 for the third quarter of Fiscal 2024, compared to $3 for the same period in Fiscal 2023.
- The overall gross profit margin increased by 1.0% to 26.0% for the third quarter of Fiscal 2024, from 25.0% for the same period in Fiscal 2023.
- General and administrative expense increased by $103, or 4.6%, to $2,351 for the third quarter of Fiscal 2024, from $2,248 for the same period in Fiscal 2023.
- Selling expense increased by $44, or 27.5%, to $204 for the third quarter of Fiscal 2024, from $160 for the same period in Fiscal 2023.
- Other income increased by $212, or 530.0%, to $252 for the third quarter of Fiscal 2024, from other income of $40 for the same period in Fiscal 2023.
- Income from operations was $59 for the third quarter of Fiscal 2024, an increase of $96 as compared to loss from operations of $37 for the same period in Fiscal 2023.
- Income tax expense was $142 in the third quarter of Fiscal 2024, an increase of $134 as compared to $8 in the same period in Fiscal 2023.
- During the third quarter of Fiscal 2024, income from continuing operations before non-controlling interest, net of tax was $164, as compared to income from continuing operations before non-controlling interest of $49 for the same period in Fiscal 2023.
- Net income attributable to non-controlling interest for the third quarter of Fiscal 2024 was $93, an increase of $32 as compared to net profit of $61 in the same period in Fiscal 2023.
- Basic earnings per share for the third quarter of Fiscal 2024 was $0.02, as compared to earnings per share of $nil in the same period in Fiscal 2023.
- Diluted earnings per share for the third quarter of Fiscal 2024 was $0.02, as compared to earnings per share of $nil in the same period in Fiscal 2023.
- Total assets increased by $901 to $43,087 as of March 31, 2024, compared to $42,186 as of June 30, 2023.
- Total liabilities decreased by $980 to $11,635 as of March 31, 2024, compared to $12,615 as of June 30, 2023.

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### Results of Operations and Business Outlook

The following table sets forth our revenue components for both three and nine months ended March 31, 2024 and 2023.

*(Unaudited)*

*(Unaudited)*

*(Unaudited)*

*(Unaudited)*

| Revenue Components | Three Months Ended Mar. 31, 2024 | Mar. 31, 2023 | Nine Months Ended Mar. 31, 2024 | Mar. 31, 2023 |
| --- | ---: | ---: | ---: | ---: |
| Manufacturing | 46.3% | 30.1% | 38.3% | 33.9% |
| Testing Services | 36.5 | 57.9 | 41.8 | 51.8 |
| Distribution | 17.1 | 12.0 | 19.8 | 14.2 |
| Real Estate | 0.1 | - | 0.1 | 0.1 |
| Total | 100% | 100.0% | 100% | 100.0% |

Revenue for the three and nine months ended March 31, 2024, was $10,398 and $32,566, respectively, an increase of $556 and a decrease of $1,605, respectively, when compared to the revenue of $9,842 and $34,171 for the same period of Fiscal 2023. As a percentage, revenue increased by 5.6% and decreased by 4.7% for the three and nine months ended March 31, 2024, when compared to revenue for the same period of Fiscal 2023.

Revenue within our four current segments for the three and nine months ended March 31, 2024, is discussed below.

### Manufacturing Segment

Revenue in the Manufacturing segment as a percentage of total revenue was 46.3% and 38.3% for the three and nine months ended March 31, 2024, respectively, an increase of 16.2% and 4.4% of total revenue when compared to 30.1% and 33.9% in the same period of Fiscal 2023. Total Manufacturing segment revenue increased by $1,850 to $4,813 from $2,963 and increased by $896 to $12,488 from $11,592 for the three and nine months ended March 31, 2024, respectively.

Revenue in the Manufacturing segment has been on a downward trend since the beginning of the calendar year 2023 due to a decline in semiconductor industry capital spending. There was a demand recovery in the first quarter of Fiscal 2024, resulting in a strong backlog in the Manufacturing segment. The fulfillment of part of this backlog has contributed to improved manufacturing revenue in the current quarter and the trend is expected to continue in the next quarter.

During the three and nine months ended March 31, 2024, one customer contributed 36.2% and 18.0%, respectively, to the total Manufacturing segment revenue.

### Testing Segment

Revenue in the Testing segment as a percentage of total revenue was 36.5% and 41.8% for the three months and nine months ended March 31, 2024, respectively, a decrease of 21.4% and 10.0% of total revenue when compared to 57.9% and 51.8% in the same period of Fiscal 2023. Total Testing segment revenue decreased by $1,901 and $4,103 to $3,796 and $13,606 for the three and nine months ended March 31, 2024, respectively, as compared to the same periods of Fiscal 2023.

The decrease in revenue in the Testing segment reflects the drop in volume amidst a challenging semiconductor market environment. We see signs of recovery with increased volume in the fourth quarter of Fiscal 2024, compared to the current quarter.

The Revenue in the Testing segment from one customer accounted for 31.2% and 41.6% of our revenue in the Testing segment for the three months ended March 31, 2024 and 2023, respectively, and 33.9% and 44.3% of our total revenue in the Testing segment for the nine months ended March 31, 2024 and 2023, respectively. 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 17.1% and 19.8% as a percentage of total revenue for the three and nine months ended March 31, 2024, respectively, an increase of 5.1% and 5.6%, compared to the same period of Fiscal 2023. Total revenue increased by $604 to $1,783 and increased by $1,598 to $6,453 from $1,179 and $4,855 for the three and nine months ended March 31, 2024, respectively, compared to the same period of Fiscal 2023.

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There has been a demand recovery in the Distribution segment, reflecting an increase in demand for electronics components and display products from our customers compared to the same period of Fiscal 2023.

The revenue in the Distribution segment from one customer accounted for 81.2% and 66.8% of our revenue in the Distribution segment for the three months ended March 31, 2024 and 2023, respectively, and 83.2% and 78.7% of our total revenue in the Distribution segment for the nine months ended March 31, 2024 and 2023, 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

Revenue increased to $6 and $19 from $3 and $15 for the three and nine months ended March 31, 2024, compared to the same period of Fiscal 2023.

### 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, 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 2024, 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 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 U.S. 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.

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### Comparison of the Three Months Ended March 31, 2024, and March 31, 2023

The following table sets forth certain consolidated statements of income data as a percentage of revenue for the three months ended March 31, 2024 and 2023 respectively:

*(Unaudited)*

*(Unaudited)*

|  | Three Months Ended March 31, 2024 | 2023 |
| --- | ---: | ---: |
| **Revenue** | **100.0%** | **100.0%** |
| Cost of sales | 74.0% | 75.0% |
| **Gross Margin** | **26.0%** | **25.0%** |
| Operating expense |  |  |
| General and administrative | 22.6% | 22.8% |
| Selling | 2.0% | 1.6% |
| Research and development | 0.8% | 0.9% |
| Total operating expense | 25.4% | 25.3% |
| **Income / (Loss) from Operations** | **0.6%** | **(0.3)%** |

### Overall Gross Margin

Overall gross margin as a percentage of revenue increased by 1.0% to 26.0% for the three months ended March 31, 2024, from 25% for the same period of Fiscal 2023. Gross profits increased by $245 to $2,703 for the three months ended March 31, 2024, from $2,458 for the same period in Fiscal 2023.

Gross profit margin as a percentage of revenue in the Manufacturing segment increased by 8% to 25.3% for the three months ended March 31, 2024, as compared to 17.3% for the same period in Fiscal 2023. In absolute dollar amounts, gross profit in the Manufacturing segment for the three months ended March 31, 2024, was $1,219, indicating an increase of $707, compared to $512 in the same period in Fiscal 2023. The increase in gross profit margin is attributed to increased sales coupled with higher proportion of system sales with higher margins.

Gross profit margin as a percentage of revenue in the Testing segment increased marginally by 0.7% to 31.5% for the three months ended March 31, 2024, compared to 30.8% in the same period in Fiscal 2023. The company managed to maintain its gross profit margin at the same level despite a decline in revenue, attributed to effective cost control measures implemented across the company and reduced depreciation charges since some of the assets in China operations were fully depreciated as at end of previous quarter. These assets continue to be used in business and derive economic benefits. A significant portion of the cost of sales in Testing segment are fixed costs. As the demand for services and factory utilization decrease, the fixed costs are spread over the decreased output, which will impact adversely the gross profit margin. In absolute dollar amounts, gross profit in the Testing segment decreased by $562 to $1,195 for the three months ended March 31, 2024, from $1,757 for the same period in Fiscal 2023.

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 because of fluctuations in market demand. Gross profit margin as a percentage of revenue in the Distribution segment decreased marginally by 0.4% to 16.9% for the three months ended March 31, 2024, from 17.3% in the same period in Fiscal 2023. In absolute dollar amounts, gross profit in the Distribution segment for the three months ended March 31, 2024, was $301, indicating an increase of $97, compared to $204 in the same period in Fiscal 2023. The strong demand for electronics components and display products from our customers has contributed to the increase in gross profit margin.

In absolute dollar amounts, gross loss in the Real Estate segment was $12 for three months ended March 31, 2024, as compared to $15 for the same period in Fiscal 2023.

### Operating Expense

Operating expense for the three months ended March 31, 2024 and 2023 was as follows:

*(Unaudited)*

*(Unaudited)*

|  | Three Months Ended March 31, 2024 | 2023 |
| --- | ---: | ---: |
| General and administrative | $2,351 | $2,248 |
| Selling | 204 | 160 |
| Research and development | 89 | 87 |
| Loss on disposal of property, plant and equipment | - | - |
| **Total** | **$2,644** | **$2,495** |

\- 31 -

General and administrative expense increased by $103, or 4.6%, from $2,248 to $2,351 for the three months ended March 31, 2024, compared to the same period in Fiscal 2023. The increase in general and administrative expense was mainly attributable to higher professional fee and remuneration related expenses compared to same period of Fiscal 2023.

Selling expense increased by $44, or 27.5%, from $160 to $204 for the three months ended March 31, 2024, compared to the same period in Fiscal 2023. The increase in selling expense was primarily attributable to an increase in travel costs due to increased business travel in the third quarter of Fiscal 2024, compared to the same quarter of Fiscal 2023.

### Income / (Loss) from Operations

Income from operations was $59 for the three months ended March 31, 2024, an increase of $96, compared to loss of $37 from operations for the same period in Fiscal 2023. The increase was mainly due to the increased revenue and gross profit in absolute dollars amount in the Manufacturing segment.

### Interest Expense

Interest expense for the three months ended March 31, 2024 and 2023 was as follows:

*(Unaudited)*

*(Unaudited)*

|  | Three Months Ended March 31, 2024 | 2023 |
| --- | ---: | ---: |
| Interest expense | $17 | $29 |

Interest expense was $17 for the three months ended March 31, 2024, a decrease of $12, or 41.4%, compared to $29 for the same period of Fiscal 2023 due to lower utilization of credit facilities. As of March 31, 2024, the Company had an unused line of credit of $5,794 as compared to $5,608 at March 31, 2023.

### Other Income

Other Income for the three months ended March 31, 2024 and 2023 was as follows:

*(Unaudited)*

*(Unaudited)*

|  | Three Months Ended March 31, 2024 | 2023 |
| --- | ---: | ---: |
| Interest income | $88 | $49 |
| Other rental income | 29 | 30 |
| Exchange gain / (loss) | 113 | (47) |
| Other miscellaneous income | 22 | 8 |
| **Total** | $252 | $40 |

Other income increased by $212 from $40 to $252 for the three months ended March 31, 2024 compared to the same period in Fiscal 2023. The increase was primarily contributed by favorable foreign currency impact and an increase in interest income earned in the three months ended March 31, 2024 compared to the same period in Fiscal 2023.

### Government Grant

*(Unaudited)*

*(Unaudited)*

|  | Three Months Ended March 31, 2024 | 2023 |
| --- | ---: | ---: |
| Government Grant | $12 | $83 |

In the three months ended March 31, 2024, the Company received government grants amounting to $12, $7 of which was an incentive from the Singapore government for local resident recruitment, and $5 related to capital expenditure subsidy received from the China government. During the same period in 2023, the Company received government grants amounting to $83, $76 of which was an incentive from the Singapore government for local resident recruitment, and the remaining $7 related to capital expenditure subsidy received from the China government.

\- 32 -

### Income Tax Expense

The Company's income tax expense was $142 and $8 for the three months ended March 31, 2024, and 2023, respectively. Income tax expense increased due to higher net income resulting from increase in revenue discussed above coupled with higher withholding tax incurred for the period.

### Non-controlling Interest

As of March 31, 2024, 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 gain from the subsidiaries for the three months ended March 31, 2024 was $93, an increase of $32 compared to the share of non-controlling interest in the net income from the subsidiaries of $61 for the same period of Fiscal 2023. 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 Company’s China operations.

### Net Income / (Loss) Attributable to Trio-Tech International Common Shareholders

Net income attributable to Company’s common shareholders was $39 for the three months ended March 31, 2024, a change of $46, compared to a net loss of $7 for the same period in Fiscal 2023.

### Earnings per Share

Basic earnings per share from continuing operations were $0.02 and $nil for three months ended March 31, 2024 and March 31, 2023 respectively. Basic earnings per share from discontinued operations were $nil for three months ended March 31, 2024 and March 31, 2023 respectively.

Diluted earnings per share from continuing operations were $0.02 and $nil for three months ended March 31, 2024 and March 31, 2023. Diluted earnings per share from discontinued operations were $nil for three months ended March 31, 2024 and March 31, 2023.

### Segment Information

The revenue, gross margin, and income / (loss) from operations for each segment during the third quarter of Fiscal 2024 and Fiscal 2023 are presented below. As the revenue and gross margin for each segment were discussed in the previous section, only the comparison of income / (loss) from operations is discussed below.

### Manufacturing Segment

The revenue, gross margin and income / (loss) from operations for the Manufacturing segment for the three months ended March 31, 2024 and 2023 were as follows:

*(Unaudited)*

*(Unaudited)*

|  | Three Months Ended March 31, 2024 | 2023 |
| --- | ---: | ---: |
| **Revenue** | $4,813 | $2,963 |
| **Gross margin** | 25.3% | 17.3% |
| **Income / (Loss) from operations** | $298 | $(104) |

Income from operations from the Manufacturing segment was $298 compared to loss from operations of $104 in the same period in Fiscal 2023. The increase in income from operations was mainly due to an increase in gross margin attributable to higher system and equipment sales that generate higher margins. Operating expense was $921 and $616 for the three months ended March 31, 2024 and 2023, respectively. The increase in operating expense incurred in three months ended March 31, 2024 compared to the same period in Fiscal 2023 was mainly attributable to higher remuneration expenses due to improved performance, business travel and entertainment expenses, and an increased allocation of corporate expenses.

\- 33 -

### Testing Segment

The revenue, gross margin, and (loss) / income from operations for the Testing segment for the three months ended March 31, 2024 and 2023 were as follows:

*(Unaudited)*

*(Unaudited)*

|  | Three Months Ended March 31, 2024 | 2023 |
| --- | ---: | ---: |
| **Revenue** | $3,796 | $5,697 |
| **Gross margin** | 31.5% | 30.8% |
| **(Loss) / Income from operations** | $(183) | $37 |

Loss from operations in the Testing segment for the three months ended March 31, 2024, was $183, a decrease of $220 from income from operations of $37 in the same period in Fiscal 2023. The decrease was mainly attributable to a decrease in gross profit due to lower revenue. Operating expense was $1,378 and $1,720 for the three months ended March 31, 2024 and 2023, respectively. The decrease in operating expense incurred in three months ended March 31, 2024 compared to the same period in Fiscal 2023 was mainly due to effective cost control measures implemented across Test operations in response to drop in volume, coupled with lower corporate expenses allocated to the Testing segment due to drop in revenue.

### Distribution Segment

The revenue, gross margin, and income from operations for the Distribution segment for the three months ended March 31, 2024 and 2023 were as follows:

*(Unaudited)*

*(Unaudited)*

|  | Three Months Ended March 31, 2024 | 2023 |
| --- | ---: | ---: |
| **Revenue** | $1,783 | $1,179 |
| **Gross margin** | 16.8% | 17.3% |
| **Income from operations** | $222 | $151 |

Income from operations in the Distribution segment for three months ended March 31, 2024 was $222, compared to $151 for the same period in Fiscal 2023. The increase of $71 was mainly due to an increase in gross margin attributable to higher distribution revenue. Operating expense was $78 and $53 for the three months ended March 31, 2024 and 2023, respectively. The increase in operating expense primarily resulted from an increase in corporate expenses.

### Real Estate Segment

The revenue, gross margin and loss from operations for the Real Estate segment for the three months ended March 31, 2024 and 2023 were as follows:

*(Unaudited)*

*(Unaudited)*

|  | Three Months Ended March 31, 2024 | 2023 |
| --- | ---: | ---: |
| **Revenue** | $6 | $3 |
| **Gross margin** | (200)% | (500)% |
| **Loss from operations** | $(23) | $(34) |

Loss from operations in the Real Estate segment for the three months ended March 31, 2024, was $23 compared to $34 for the same period of Fiscal 2023. Operating expense was $11 and $19 for three months ended March 31, 2024 and 2023 respectively.

### Corporate

The loss from operations for corporate for the three months ended March 31, 2024, and 2023 was as follows:

*(Unaudited)*

*(Unaudited)*

|  | Three Months Ended March 31, 2024 | 2023 |
| --- | ---: | ---: |
| **Loss from operations** | $(255) | $(87) |

Corporate operating loss was $255 for the three months ended March 31, 2024, compared to loss of $87 in the same period in Fiscal 2023. The increase in Corporate operating loss for the three months ended March 31, 2024 was due to higher stock compensation expenses and higher professional fee incurred in comparison to the same quarter of Fiscal 2023.

\- 34 -

### Comparison of the Nine Months Ended March 31, 2024, and March 31, 2023

The following table sets forth certain consolidated statements of income data as a percentage of revenue for the nine months ended March 31, 2024 and 2023, respectively:

|  | Nine Months Ended Mar. 31, 2024 | Mar. 31, 2023 |
| --- | ---: | ---: |
| **Revenue** | **100.0%** | **100.0%** |
| Cost of sales | 75.2 | 72.4 |
| **Gross Margin** | **24.8%** | **27.6%** |
| Operating expense: |  |  |
| General and administrative | 19.5% | 18.9% |
| Selling | 2.0 | 1.5 |
| Research and development | 0.9 | 0.9 |
| Loss on disposal of property, plant and equipment | 0.2 | - |
| Total operating expense | 22.6% | 21.3% |
| **Income from Operations** | **2.2%** | **6.3%** |

### Overall Gross Margin

Overall gross margin as a percentage of revenue decreased by 2.8% to 24.8% for the nine months ended March 31, 2024, compared to 27.6% in the same period of Fiscal 2023. Gross profits decreased by $1,338 to $8,077 for the nine months ended March 31, 2024, from $9,415 for the same period of Fiscal 2023.

Gross profit margin as a percentage of revenue in the Manufacturing segment increased by 2% to 25.9% for the nine months ended March 31, 2024, from 23.9% in the same period of Fiscal 2023. Gross profit in absolute value increased by $469 to $3,236 for the nine months ended March 31, 2024 compared to $2,767 for the same period of Fiscal 2023. The gross profit increased primarily due to an increase in system and equipment sales that generates higher margins in the nine months ended March 31, 2024 compared to the same period of Fiscal 2023.

Gross profit margin as a percentage of revenue in the Testing segment decreased by 5.7% to 27.6% for the nine months ended March 31, 2024, from 33.3% in the same period of Fiscal 2023. Gross profit in the Testing segment decreased by $2,139 to $3,757 for the nine months ended March 31, 2024, from $5,896 for the same period of Fiscal 2023 due to lower margins in the Testing segment resulting from lower demand. The gross margin was negatively impacted by the decrease in revenue across all test operations where a significant portion of our cost of goods sold are fixed, and as the demand for services and factory utilization decrease, the fixed costs are spread over the decreased output, which reduces the gross profit margin.

Gross profit margin as a percentage of revenue in the Distribution segment was 17.3% for the nine months ended March 31, 2024, compared to 16.3% in the same period of Fiscal 2023. Gross profit in the Distribution segment for the nine months ended March 31, 2024, was $1,119, an increase of $328 compared to $791 in the same period of Fiscal 2023. The increase in gross profit was due to the increase in distribution sales compared to the same period of Fiscal 2023.

Gross loss in the Real Estate segment decreased by $4 to $35 for the nine months ended March 31, 2024, from $39 in the same period of Fiscal 2023.

### Operating Expense

Operating expense for the nine months ended March 31, 2024 was as follows:

*(Unaudited)*

*(Unaudited)*

|  | Nine Months Ended Mar. 31, 2024 | Mar. 31, 2023 |
| --- | ---: | ---: |
| General and administrative | $6,326 | $6,472 |
| Selling | 639 | 526 |
| Research and development | 305 | 311 |
| Loss on disposal of plant and equipment | 72 | 7 |
| **Total** | $7,342 | $7,316 |

\- 35 -

General and administrative expense decreased by $146, or 2.2%, from $6,472 to $6,326 for the nine months ended March 31, 2024, compared to the same period of Fiscal 2023. The decrease in general and administrative expense was mainly attributable to the lower remuneration related expenses in Malaysia and China operation which was partially offset by higher stock compensation expenses and professional fee incurred in nine months ended March 31, 2024.

Selling expense increased by $113, or 21.5%, for the nine months ended March 31, 2024, from $526 to $639 compared to the same period of Fiscal 2023. The increase in selling expense was primarily attributable to an increase in commission because of an increase in commissionable revenue and increased business travel.

### Income from Operations

Income from operations was $735 for the nine months ended March 31, 2024, compared to $2,099 for the same period of Fiscal 2023. The decrease was mainly due to the decrease in revenue, coupled with a decrease in gross profit margin in the Testing segment, as discussed earlier.

### Interest Expense

Interest expense for the nine months ended March 31, 2024 and 2023 were as follows:

*(Unaudited)*

*(Unaudited)*

|  | Nine Months Ended Mar. 31, 2024 | Mar. 31, 2023 |
| --- | ---: | ---: |
| Interest expense | $63 | $83 |

Interest expense decreased by $20 to $63 from $83 for the nine months ended March 31, 2024, compared to the same period of Fiscal 2023 due to lower utilization of credit facilities.

### Other Income / (Expense)

Other income / (expense) for the nine months ended March 31, 2024 and 2023 was as follows:

*(Unaudited)*

*(Unaudited)*

|  | Nine Months Ended Mar. 31, 2024 | Mar. 31, 2023 |
| --- | ---: | ---: |
| Interest income | $262 | $104 |
| Other rental income | 101 | 85 |
| Exchange gain / (loss) | (64) | (326) |
| Other miscellaneous income | 67 | 88 |
| **Total** | $366 | **$(49)** |

Other income for the nine months ended March 31, 2024 was $366, an increase of $415 compared to other expense of $49 for the same period of Fiscal 2023. The increase was mainly contributed by favorable foreign currency impact and an increase in interest income.

### Government Grant

*(Unaudited)*

*(Unaudited)*

|  | Nine Months Ended March 31, 2024 | 2023 |
| --- | ---: | ---: |
| Government Grant | $89 | $108 |

In the nine months ended March 31, 2024, the Company received government grants amounting to $89, $19 of which was an incentive from the Singapore government for local resident recruitment, $12 related to capital expenditure subsidy received from the China government and the $57 from the U.S. government related to Employee Retention Credit (“ERC”). During the same period in 2023, the Company received government grants amounting to $108, with $86 from the Singapore government for local resident recruitment and the remaining $22 related to capital expenditure subsidy received from the China government.

\- 36 -

### Income Tax Expenses

Income tax expense for the nine months ended March 31, 2024 was $274, a decrease of $200 compared to $474 for the same period of Fiscal 2023. The decrease in income tax expense was primarily due to a decrease in the taxable income across the Company in the nine months ended March 31, 2024.

### Non-controlling Interest

As of March 31, 2024, 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 gain attributable to the non-controlling interest in these subsidiaries for the nine months ended March 31, 2024, was $49 a change of $166, compared to a net income of $215 for the same period of Fiscal 2023. The decrease was attributable to the decrease in net income generated by the China operation in the first two quarters of the fiscal year.

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

Net income was $776 for the nine months ended March 31, 2024, a decrease of $606 compared to a net income of $1,382 for the same period of Fiscal 2023. The decrease was mainly due to the decrease in revenue and gross margin. However, the decrease was partially offset by an increase in other income.

### Earnings per Share

Basic earnings per share from continuing operations was $0.19 for the nine months ended March 31, 2024, compared to $0.34 for the same period in Fiscal 2023. Basic earnings per share from discontinued operations were $nil for both the nine months ended March 31, 2024 and 2023.

Diluted earnings per share from continuing operations was $0.19 for the nine months ended March 31, 2024, compared to $0.33 for the same period of Fiscal 2023. Diluted earnings per share from discontinued operations were $nil for both the nine months ended March 31, 2024 and 2023.

### Segment Information

The revenue, gross profit margin, and income / (loss) from operations in each segment for the nine months ended March 31, 2024 and 2023, 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, 2024 and 2023 were as follows:

*(Unaudited)*

*(Unaudited)*

|  | Nine Months Ended Mar4. 31, 2024 | Mar. 31, 2023 |
| --- | ---: | ---: |
| **Revenue** | $12,488 | $11,592 |
| **Gross margin** | 25.9% | 23.9% |
| **Income from operations** | $447 | $373 |

Income from operations from the Manufacturing segment was $447 for the nine months ended March 31, 2024, an increase of $74 as compared to $373 in the same period of Fiscal 2023 due to an increase in gross profit resulting from higher revenue and partially offset by the increase in operating expense. The Manufacturing segment's operating expense was $2,789 and $2,392 for the nine months ended March 31, 2024 and 2023, respectively. The increase in operating expense incurred in three months ended March 31, 2024 compared to the same period in Fiscal 2023 was mainly attributable to higher remuneration expense due to improved performance, business travel and entertainment expenses, and an increased allocation of corporate expenses.

\- 37 -

### Testing Segment

The revenue, gross margin and (loss) / income from operations for the Testing segment for the nine months ended March 31, 2024 and 2023 were as follows:

*(Unaudited)*

*(Unaudited)*

|  | Nine Months Ended Mar. 31, 2024 | Mar. 31, 2023 |
| --- | ---: | ---: |
| **Revenue** | $13,606 | $17,709 |
| **Gross margin** | 27.6% | 33.3% |
| **(Loss) / Income from operations** | $(463) | $1,445 |

Loss from operations in the Testing segment for the nine months ended March 31, 2024, was $463, a decrease of $1,908 compared to an income from operations of $1,445 in the same period of Fiscal 2023 mainly due to lower gross profit resulting from lower revenue. The decrease in gross profit of $2,139 was partially offset by a decrease in operating expense of $232. Operating expense was $4,220 and $4,452 for the nine months ended March 31, 2024 and 2023, respectively.

### Distribution Segment

The revenue, gross margin and income from operations for the Distribution segment for the nine months ended March 31, 2024 and 2023 were as follows:

*(Unaudited)*

*(Unaudited)*

|  | Nine Months Ended Mar. 31, 2024 | Mar. 31, 2023 |
| --- | ---: | ---: |
| **Revenue** | $6,453 | $4,855 |
| **Gross margin** | 17.6% | 16.3% |
| **Income from operations** | $868 | $633 |

Income from operations in the Distribution segment for the nine months ended March 31, 2024 was $868, an increase of $235 compared to $633 in the same period of Fiscal 2023. The increase in operating income was primarily due to an increase in gross margin by $328, which was partially offset with an increase in operating expense of $95. Operating expense was $251 and $156 for the nine months ended March 31, 2024 and 2023, respectively. The increase in operating expense was mainly contributed by business travel and entertainment expenses, and an increased allocation of corporate expenses.

### Real Estate Segment

The revenue, gross margin and loss from operations for the Real Estate segment for the nine months ended March 31, 2024 and 2023 were as follows:

*(Unaudited)*

*(Unaudited)*

|  | Nine Months Ended Mar. 31, 2024 | Mar. 31, 2023 |
| --- | ---: | ---: |
| **Revenue** | $19 | $15 |
| **Gross margin** | 184.2% | 260.0% |
| **Loss from operations** | $(76) | $(76) |

Loss from operations in the Real Estate segment for the nine months ended March 31, 2024 was $76 for both nine months ended Mar 31, 2024 and Mar 31, 2023.

\- 38 -

### Corporate

The loss from operations for corporate for the nine months ended March 31, 2024 and 2023 were as follows:

*(Unaudited)*

*(Unaudited)*

|  | Nine Months Ended Mar. 31, 2024 | Mar. 31, 2023 |
| --- | ---: | ---: |
| **Loss from operations** | $(41) | $(276) |

Corporate operating loss was $41 for the nine months ended March 31, 2024, compared to loss of $276 in the same period in Fiscal 2023. Annual budgeted corporate expenses are used for expense allocations in the first half of the fiscal year and any surplus or deficit in allocations are reviewed and adjusted over the third and fourth quarters of the fiscal year based on actual corporate expenses incurred for the year.

### Financial Condition

During the nine months ended March 31, 2024, total assets increased by $901 to $43,087 compared to $42,186 as of June 30, 2023. The increase was primarily due to an increase in inventories, cash and cash equivalents, other receivables, trade account receivable, deferred tax assets, other assets and restricted term deposits partially offset by a decrease in property, plant and equipment, investment properties, short term deposits, prepaid expenses and other current assets, assets held for sale and operating right-of-use assets.

Cash and cash equivalents were $10,716 at March 31, 2024, reflecting an increase of $3,133 from $7,583 as at June 30, 2023. This increase is attributed primarily due to cash generated from operations, and the collection of customer deposits in Singapore and China operations during the nine months ended March 31, 2024.

Short-term deposits were $6,309 at March 31, 2024, reflecting a decrease of $318 from $6,627 as at June 30, 2023. The decrease was mainly attributed to the maturity of short-term deposits in the Singapore operation during the nine months ended March 31, 2024 which is reflected in the cash and cash equivalents.

The trade accounts receivable balance as of March 31, 2024 increased by $279 to $10,083, from $9,804 as at June 30, 2023, primarily due to an increase in revenue from customers that have longer credit term in Singapore operations. The number of days’ sales outstanding in accounts receivables for the group was 95 days and 82 days at the end of the third quarter of Fiscal 2024 and the end of Fiscal 2023, respectively.

Other receivables at March 31, 2024, were $1,089, an increase of $150, compared to $939 as at June 30, 2023. The increase was mainly due to higher advance payments made to suppliers and refundable services taxes in the Singapore operation.

Inventories at March 31, 2024, were $2,742, an increase of $591, compared to $2,151 as at June 30, 2023. The increase in inventories mainly attributed to the increased backlog in the Manufacturing segment attributable to our Singapore operations which are expected to be delivered over the next quarter.

Prepaid expense was $577 as at March 31, 2024. This mainly related to the prepayment for insurance, rental and software license fee.

Investment properties’ net in China was $433 at March 31, 2024 and $474 as at June 30, 2023. The decrease was primarily due to the foreign currency exchange movement between June 30, 2023 and March 31, 2024.

Property, plant and equipment decreased by $2,263 from $8,344 at June 30, 2023, to $6,081 as at March 31, 2024, mainly due to the depreciation charged for the period and the foreign currency exchange movement between June 30, 2023 and March 31, 2024.

Other assets increased by $33 to $149 as at March 31, 2024 compared to $116 at June 30, 2023. Other assets mainly comprise of rental and utilities deposits. The increase was mainly contributed by a downpayment made for building improvements in the Thailand operation.

Accounts payable increased by $746 to $2,406 at March 31, 2024, compared to $1,660 at June 30, 2023 which was in line with the increase in inventories.

Accrued expense decreased by $387 to $3,904 at March 31, 2024, as compared to $4,291 at June 30, 2023. The decrease in accrued expense was mainly due to decrease in accrued purchases and decrease in payroll related accruals in Singapore and Malaysia operation.

Contract liabilities increased by $222 to $1,499 at March 31, 2024 as compared to $1,277 at June 30, 2023 due to the increase in customers’ deposits received in the Singapore and China operations.

\- 39 -

Bank loans payable decreased by $368 to $984 as of March 31, 2024, as compared to $1,352 as of June 30, 2023. The decrease in bank loans payable was mainly due to the repayment of bank loans in our Malaysia operations.

Finance leases decreased by $83 to $66 at March 31, 2024, as compared to $149 at June 30, 2023. This was due to the repayments of leases in our Singapore and Malaysia operations.

Operating lease right-of-use assets and the corresponding lease liability decreased by $332 to $2,277 at March 31, 2024, as compared to $2,609 at June 30, 2023. This was due to the repayment made and the operating lease expense charged for the period partially offset by a new lease arrangement entered by Malaysia and China operations.

Other non-current liabilities decreased by $567 to $27 as at March 31, 2024, as compared to $594 as at June 30, 2023. The decrease was mainly due to a decrease in accruals relating to acquisition of property, plant and equipment in the China operations. The remaining accrual has a term of less than 12 months as at March 31, 2024, thereby being reclassified to current liabilities.

### Liquidity Comparison

Net cash provided by operating activities decreased by $3,898 to an inflow of $2,513 for the nine months ended March 31, 2024, from an inflow of $6,411 for the same period in Fiscal 2023. The decrease in net cash flow provided by operating activities was primarily due to lower net income generated of $856 compared to the same period of Fiscal 2023 and lower receipts from trade receivables and other receivables by $1,148, higher cash outflow for inventories by $664, higher prepaid expense and other current assets by $314, and higher cash outflow from other non-current liabilities by $1,491. These are partially offset by lower cash outflow for accounts payables, accrued expense and contract liabilities of $642.

Net cash provided by investing activities increased by $4,635 to $456 for the nine months ended March 31, 2024 compared with the same period in Fiscal 2023. The increase in cash inflow was primarily due to cash inflow of $497 from maturity of unrestricted term deposits coupled with lower capital expenditure of $3,869 for nine months ended March 31, 2024.

Net cash used in financing activities for the nine months ended March 31, 2024, was $78, representing a decrease of $1,000, compared to cash outflow of $1,078 during the nine months ended March 31, 2023. The decrease in cash outflow for financing activities was mainly due to settlement of lines of credit of $ 929 relating to the prior year in nine months ended March 31, 2023. In the nine months ended March 31, 2024, lines of credit of $ 952 were availed and were settled within the same period. Proceeds from exercising stock options during that period amounted to $375, which was $356 higher compared to the same period in Fiscal 2023.

The Company filed a shelf registration statement with the Securities and Exchange Commission, pursuant to which we may raise capital of $10,000,000 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, 878 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, 2024, 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, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

\- 40 -

### TRIO-TECH INTERNATIONAL

Filed May 13, 2024.
Source: SEC EDGAR, the filing index for accession 0001437749-24-016136. Last ingested by Listed: Oct 26, 2026, 09:24 ET. No prices; not investment advice.