Trio-Tech International 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedJune 30, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period fromto Commission File Number1-14523 TRIO-TECH INTERNATIONAL(Exact name of Registrant as specified in its Charter) Registrant's Telephone Number:(65)6265 3300 Securities registered pursuant to Section 12(b) of the Act: Name of each exchangeon which registeredNYSE American Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in rule 405 of the Securities Act.☐Yes☒No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.☐Yes☒No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).☒Yes☐No Table of Contents Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smallerreporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer”, “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer☐Non-Accelerated Filer☒ Accelerated Filer☐Smaller Reporting Company☒Emerging Growth Company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))by the registered public accounting firm that prepared or issued its audit report. ☐Yes☒No If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No The aggregate market value of voting stock held by non-affiliates of Registrant, based upon the closing price of $5.81for shares ofthe registrant’s common stock on December 31, 2024, the last business day of the registrant’s most recently completed secondfiscal quarter as reported by theNYSE American, was approximately $12,704,000. In calculating such aggregate market value,shares of common stock held by each officer, director and holder of 5% or more of the outstanding common stock (includingshares with respect to which a holder has the right to acquire beneficial ownership within 60 days) were excluded because suchpersons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for otherpurposes. The number of shares of the Registrant’s common stock, no par value, outstanding as ofSeptember 1, 2025 was4,312,805. Documents Incorporated by Reference Part III of this Form 10-K incorporates by reference information from Registrant’s Proxy Statement for its2025 Annual Meeting ofShareholders to be filed with the Commission under Regulation 14A within 120 days of the end of the fiscal year covered by thisForm 10-K. TRIO-TECH INTERNATIONAL INDEX Part I Item 1Item 1AItem 1BItem 1CItem 2Item 3Item 4 BusinessRisk factorsUnresolved staff commentsCybersecurityPropertiesLegal proceedingsMine safety disclosures Part II Market for registrant’s common equity, related stockholder matters and issuer purchases of equitysecurities[Reserved]Management’s discussion and analysis of financial condition and results of operationsQuantitative and qualitative disclosures about market riskFinancial statements and supplementary dataChanges in and disagreements with accountants on accounting and fin