[20-F/A] iOThree Limited Amends Annual Report (Foreign Issuer)

Rhea-AI Filing Summary

iOThree Limited (Nasdaq: IOTR) filed Form 20-F/A to add the consolidated FY 2023 financials that were inadvertently omitted from its original 20-F for the year ended 31 Mar 2025; no other disclosures were revised.

Income statement. FY 2025 revenue rose 22% YoY to US$10.48 m (FY 2024: US$8.57 m) driven by satellite connectivity (+19%) and digitalisation services (+29%). Gross profit edged up 1% to US$1.86 m, with margin compressing to 17.8% (FY 2024: 21.5%). Higher SG&A lifted operating expenses to US$2.07 m, turning an operating loss of US$0.20 m (FY 2024: US$0.03 m loss) and a net loss of US$0.23 m versus a marginal loss in FY 2024 and a US$0.92 m profit in FY 2023.

Balance sheet. Total assets dipped 3% YoY to US$5.67 m as cash fell to US$0.44 m from US$0.99 m, partly offset by higher PP&E. Liabilities were stable at US$3.92 m; lease liabilities form the bulk (US$0.64 m). Shareholders’ equity declined 12% to US$1.75 m due to the annual loss and prior-year dividends.

Cash flow. Operating cash inflow was US$0.49 m (prior year: US$1.63 m) while investing and financing outflows drove a US$0.55 m net cash decrease.

Capital structure & compliance. 24 m ordinary shares outstanding; no change. Bank debt totals US$0.08 m at 4.25% fixed; borrowings are personally guaranteed by directors. The auditor, Audit Alliance LLP (PCAOB 3487), issued an unqualified opinion and has served since 2023. As an emerging growth company using U.S. GAAP, iOThree remains a non-accelerated filer and not subject to SOX 404(b) attestation.

The amendment rectifies a filing error; financial results show top-line growth but margin pressure, a swing to losses and reduced liquidity, issues investors should monitor.

Positive

• Revenue climbed 22% YoY, signalling demand strength for satellite and digital services.
• Operating cash flow remained positive at US$0.49 m despite net losses.
• Regulatory compliance restored by adding FY 2023 statements, lowering filing-risk perception.

Negative

• Net profit swung to a US$0.23 m loss after two profitable years.
• Cash balance fell 56%, cutting liquidity to US$0.44 m.
• Gross margin contracted 3.7 ppts, indicating pricing or cost pressures.
• Filing omission reveals control weaknesses and potential governance concerns.

Insights

Equity Research Analyst

TL;DR: Strong revenue momentum offset by margin erosion and negative earnings; liquidity tightened.

Revenue growth of 22% is encouraging for a micro-cap satellite-connectivity provider, but gross margin slid 3.7 ppts and SG&A grew faster, leading to a US$0.23 m loss. Cash fell 56%, leaving only US$0.44 m against US$0.64 m lease liabilities and US$0.08 m bank debt; however, operating cash flow stayed positive. Equity of US$1.75 m provides a thin cushion. Filing the missing FY 2023 statements removes a compliance overhang but highlights internal control gaps. Overall outlook: neutral to slightly negative until profitability and cash reserves recover.

Audit & Governance Specialist

TL;DR: Amendment improves regulatory compliance but signals reporting-control weakness.

The 20-F/A corrects an omission of FY 2023 financials—an error that should have been caught by disclosure controls. Management re-executed CEO/CFO certifications, but no SOX 404(b) audit is required for this emerging growth company, so control effectiveness remains unaudited. Audit Alliance issued an unqualified opinion; no restatement of 2024-25 numbers was needed. While the correction reduces SEC risk, investors should question governance rigour and the reliance on director personal guarantees for debt.

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

(Mark one)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to _________

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report __________

Commission file number 001-42594

iOThree Limited

(Exact name of the Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

140 Paya Lebar Road #07-02
AZ @ Paya Lebar, Singapore 409015

(Address of principal executive offices)

Eng Chye Koh, Chief Executive Officer and Chairman

Tel: +65 3105 1699

Email: ir@io3.sg

140 Paya Lebar Road #07-02
AZ @ Paya Lebar, Singapore 409015

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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

Title of each class		Trading Symbol		Name of each exchange on which registered
Ordinary Shares, par value $0.00625 per share		IOTR		The Nasdaq Stock Market LLC

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

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: As of March 31, 2025, 24,000,000 Ordinary Shares, par value $0.00625 per share.

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

☐ Yes ☒ No

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

☐ Yes ☒ No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

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

☒ Yes ☐ No

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

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒
		Emerging Growth Company ☒

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

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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

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

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

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

US GAAP ☒	International Financial Reporting Standards as issued	Other ☐
	by the International Accounting Standards Board ☐

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

☐ Item 17 ☐  Item 18

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

☐ Yes ☒ No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

☐ Yes ☐ No

EXPLANATORY NOTE

iOThree Limited (the “Company”) is filing this Amendment No. 1 to Form 20-F/A (“Form 20-F/A”) for the fiscal year ended March 31, 2025 to include the consolidated financial statements and Audit Alliance LLP’s (“AA”) updated audit report on iOThree Limited’s consolidated financial statements for the three-year period ended March 31, 2025. This Form 20-F/A amends the annual report on Form 20-F for the fiscal year ended March 31, 2025 (“Original Filing”) filed by iOThree Limited with the Securities and Exchange Commission (the “SEC”) on June 30, 2025 (“Original Filing Date”).

The Original Filing inadvertently omitted the consolidated financial statements for the fiscal year ended March 31, 2023. This Form 20-F/A does not revise or restate the Company’s consolidated financial statements for the fiscal years ended March 31, 2025 and 2024 included in the Original Filing.

Pursuant to Rule 12b-15 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), the certifications required pursuant to Rule 13a-14 of the Exchange Act that were included as exhibits to the Original Filing, have been re-executed as of the date of this Form 20-F/A and are included as Exhibits 12.1, 12.2, and 13.1, respectively.

Other than as described above, this Form 20-F/A does not and does not purport to amend, update or revise in any way the disclosures made in the Original Filing. This Form 20-F/A should be read in conjunction with the Original Filing and other information that iOThree Limited has filed or furnished to the SEC subsequent to the Original Filing Date.

PART III

ITEM 17. FINANCIAL STATEMENTS

The Company has elected to provide financial statements pursuant to Item 18.

ITEM 18. FINANCIAL STATEMENTS

Our audited financial statements are included as the “F” pages attached to this Annual Report.

All financial statements in this Annual Report, unless otherwise stated, are presented in accordance with U.S. GAAP.

ITEM 19. EXHIBITS

Exhibit No.		Description
1.1		Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.1 to Form 6-K filed on April 15, 2025)
2.1		Description of Securities Registered Pursuant to Section 12 of the Exchange Act (incorporated by reference to Exhibit 2.1 to the Registrant’s Annual Report on Form 20-F filed on June 30, 2025)
4.1		Form of Indemnification Agreement between the Registrant and its directors and executive officers (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 20-F filed on June 30, 2025)
4.2†		Form of Employment Agreement between the Registrant and its executive officers (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 20-F filed on June 30, 2025)
4.3		Underwriting Agreement, dated as of April 9, 2025, by and among the Company, the Selling Shareholders, and Eddid Securities USA Inc. (as representative of the underwriters named therein). (incorporated by reference to Exhibit 1.1 to Form 6-K filed on April 15, 2025)
4.4		Tenancy Agreement for the Registrant’s Principal Office in Singapore dated June 6, 2024 (incorporated by reference to Exhibit 10.1 to Registration Statement on Form F-1/A filed on March 21, 2025)
4.5		Tenancy Agreement for the Registrant’s Warehouse in Singapore dated March 1, 2025 (incorporated by reference to Exhibit 10.2 to Registration Statement on Form F-1/A filed on March 21, 2025)
8.1		List of subsidiaries of the Registrant (incorporated by reference to Exhibit 8.1 to the Registrant’s Annual Report on Form 20-F filed on June 30, 2025)
11.1		Code of Ethics and Business Conduct of the Registrant (incorporated by reference to Exhibit 99.1 to Registration Statement on Form F-1/A filed on March 21, 2025)
11.2		Insider Trading Policy of the Registrant (incorporated by reference to Exhibit 11.2 to the Registrant’s Annual Report on Form 20-F filed on June 30, 2025)
12.1*		Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended
12.2*		Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended
13.1**		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1		Clawback Policy of the Registrant (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 20-F filed on June 30, 2025)
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.
**	Furnished herewith.
†	Executive Compensation Plan or Agreement

1

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on this Amendment No. 1 to Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	IOTHREE LIMITED
Date: August 6, 2025	By:	/s/ Eng Chye Koh
	Name:	Eng Chye Koh
	Title:	Chief Executive Officer and Chairman (Principal Executive Officer)

2

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm PCAOB (No. 3487)	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations and Comprehensive Income	F-4
Consolidated Statements of Changes in Shareholders’ Equity	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

IOTHREE LIMITED

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of IOTHREE Limited and Subsidiaries (collectively referred to as the “Company”) as of March 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income, changes in shareholders' equity and cash flows for each of the three years in the period ended March 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024, and the results of its operations and its cash flows each of the three years in the period ended March 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Audit Alliance LLP

Singapore

We have served as the Company’s auditor since 2023.

August 6, 2025

F-2

IOTHREE LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Currency expressed in United States Dollars (“US$”))

		March 31, 2025				March 31, 2024
ASSETS
Current assets:
Cash and cash equivalents		$	443,117			$	995,092
Accounts receivable			1,325,186				954,917
Net investment in sales-type leases			203,381				230,209
Inventories			690,521				912,432
Deposits, prepayments and other receivables			1,467,600				1,341,958
Total current assets			4,129,805				4,434,608
Non-current assets:
Property and equipment, net			874,262				643,914
Intangible assets, net			367,939				409,775
Net investment in sales-type leases			294,499				364,654
Total non-current assets			1,536,700				1,418,343
TOTAL ASSETS		$	5,666,505			$	5,852,951
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	977,458			$	1,054,455
Customer deposits			1,377,535				1,567,270
Other payables and accrued liabilities			841,979				409,924
Bank borrowings			46,983				44,488
Lease liabilities			424,070				429,449
Income tax payable			-				-
Total current liabilities			3,668,025				3,505,586
Long-term liabilities:
Bank borrowings			36,569				81,799
Lease liabilities			216,430				289,570
Total long-term liabilities			252,999				371,369
TOTAL LIABILITIES			3,921,024				3,876,955
Commitments and contingencies
Shareholders’ equity
Ordinary share, US$0.00625 par value - 80,000,000 shares authorized, 24,000,000 shares issued and outstanding*			150,000				150,000
Share premium			652,637				652,637
Retained earnings			942,844				1,173,359
Total shareholders’ equity			1,745,481				1,975,996
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	5,666,505			$	5,852,951

* Giving retroactive effect to the 24,000,000 shares issued and outstanding as of March 31, 2024 following the share consolidation and share split on August 22, 2024, starting from the earliest period presented.

See accompanying notes to consolidated financial statements.

F-3

IOTHREE LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Currency
expressed in United States Dollars (“US$”))

		Years ended March 31,
		2025				2024				2023
Revenues, net		$	10,478,550			$	8,570,070			$	7,487,564
Cost of revenue			(8,614,316	)			(6,724,479	)			(5,231,836	)
Gross profit			1,864,234				1,845,591				2,255,728
Operating cost and expenses:
Sales and marketing expenses			(579,042	)			(406,870	)			(348,786	)
General and administrative			(1,475,028	)			(1,453,282	)			(853,462	)
Other operating expenses			(12,818	)			(18,588	)			(4,106	)
Total operating cost and expenses			(2,066,888	)			(1,878,740	)			(1,206,354	)
(Loss) / profit from operations			(202,654	)			(33,149	)			1,049,374
Finance income			23,671				20,743				14,110
Finance cost			(34,702	)			(35,830	)			(23,951	)
(Loss) / profit before income taxes			(213,685	)			(48,236	)			1,039,533
Income tax (expense) / credit			(16,830	)			43,790				(115,373	)
NET (LOSS) / PROFIT		$	(230,515	)		$	(4,446	)		$	924,160
Net (loss) / profit per share
Basic and diluted		$	(0.01	)		$	-	**		$	0.04
Weighted average number of ordinary shares outstanding
Basic and diluted			24,000,000				24,000,000	*			24,000,000	*

	*	Giving retroactive effect to the 24,000,000 shares issued and outstanding following the share consolidation and share split on August 22, 2024, starting from the earliest period presented.
	**	The net income per share for year ended March 31, 2024 is immaterial.

See accompanying notes to consolidated financial statements.

F-4

IOTHREE LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Currency expressed
in United States Dollars (“US$”), except for number of shares)

		Ordinary share								Additional								Total
		No. of shares				Amount				paid-in capital				Retained earnings				shareholders’ equity
Balance as of April 1, 2022			*24,000,000			$	150,000			$	652,637			$	624,785				1,427,422
Dividends declared and paid to the former shareholders			-				-				-				(78,640	)			(78,640	)
Net Income for the year			-				-				-				924,160				924,160
Balance as of April 1, 2023			*24,000,000				150,000				652,637				1,470,305				2,272,942
Dividends declared and paid to the former shareholders			-				-				-				(292,500	)			(292,500	)
Net loss for the year			-				-				-				(4,446	)			(4,446	)
Balance as of March 31, 2024			*24,000,000				150,000				652,637				1,173,359				1,975,996
Net loss for the year			-				-				-				(230,515	)			(230,515	)
Balance as of March 31, 2025			24,000,000			$	150,000				652,637			$	942,844				1,745,481

* Giving retroactive effect to the 24,000,000 shares issued and outstanding following the share consolidation and share split on August 22, 2024, starting from the earliest period presented.

See accompanying notes to consolidated financial statements.

F-5

IOTHREE LIMITED AND SUBSIDARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Currency expressed in United States Dollars (“US$”))

		Year ended March 31,
		2025				2024				2023
Cash flows from operating activities:
(Loss) / profit before income taxes		$	(213,685	)		$	(48,236	)		$	1,039,533
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation of property and equipment			475,460				310,384				186,929
Bad debt expenses			-				1,435				7,025
Unrealised foreign exchange (gains) / losses, net			(2,861	)			6,088				13,686
Amortization of intangible assets			74,147				60,003				58,253
Change in operating assets and liabilities:
Accounts receivable			(371,259	)			81,952				(314,382	)
Net investment in sales-type leases			96,983				(171,705	)			(213,095	)
Inventories			221,911				263,735				(740,757	)
Deposits, prepayments, and other receivables			59,475				(127,282	)			(235,344	)
Accounts payable			(77,174	)			213,346				767,962
Customer deposits			(189,735	)			1,195,661				169,111
Other payables and accrued liabilities			432,055				(105,338	)			29,254
Income tax payable			(17,220	)			(48,623	)			(42,223	)
Net cash provided by operating activities			488,097				1,631,420				725,952
Cash flows from investing activities:
Purchase of property and equipment			(548,739	)			(468,355	)			(7,179	)
Purchase of intangible assets			(32,311	)			(23,010	)			(112,003	)
Net cash used in investing activities			(581,050	)			(491,365	)			(119,182	)
Cash flows from financing activities:
Funds injected by a shareholder			-				700,000				-
Proceeds from lease financing			335,003				382,316				-
Repayment of bank borrowings			(45,139	)			(43,120	)			(40,822	)
Dividends paid			-				(277,891	)			(78,640	)
Repayment of lease liabilities			(570,279	)			(464,211	)			(290,875	)
Payment of deferred offering costs			(185,117	)			(836,288	)			-
Net cash used in financing activities			(465,532	)			(539,194	)			(410,337	)
Effect on exchange rate change on cash and cash equivalents			6,510				(7,317	)			(6,634	)
Net change in cash and cash equivalent			(551,975	)			593,544				189,799
BEGINNING OF YEAR			995,092				401,548				211,749
END OF YEAR		$	443,117			$	995,092			$	401,548
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes		$	17,220			$	48,623			$	55,255
Cash paid for interest		$	34,702			$	35,830			$	29,331

See accompanying notes to consolidated financial statements.

F-6

NOTE－ 1 BUSINESS OVERVIEW AND BASIS OF PRESENTATION

Principal Activities

iOThree Limited (“iO3 Cayman”) was incorporated in the Cayman Islands on August 21, 2023 under the Companies Act as an exempted company with limited liability. The authorized share capital is $50,000 divided into 5,000,000 Ordinary Shares, at par value of US$0.01 each. On January 19, 2024, the authorized share capital increased to US$500,000 divided into 50,000,000 Ordinary Shares, at par value of US$0.01 each.

iO3 Cayman, through its subsidiaries (collectively with iO3 Cayman, the “Company”) are mainly engaged in the business of satellite communications and software.

Description of subsidiaries incorporated and controlled by the Company as at balance sheet date:

Name		Background		Effective ownership
iOThree Maritime Technologies Limited (“iO3 BVI”)		● British Virgin Islands company ● Incorporated on August 21, 2023 ● Issued and outstanding 1,000 ordinary shares for US$1,000 ● Investment holding ● Provision of investment holding		100% owned by iOThree Cayman
iO3 Pte. Ltd. (“iO3 Singapore”)		● Singaporean company ● Incorporated on February 19, 2019 ● Issued and outstanding 147,360 ordinary shares for US$802,137 ● Satellite communications and software		100% owned by iO3 BVI

Reorganization

On August 21, 2023, our founder and Chief Executive Officer, Eng Chye Koh, incorporated iOThree Maritime Technologies Limited (“iO3 BVI”), a holding company incorporated under the laws of the British Virgin Islands, which has no substantial operations in the British Virgin Islands. On September 4, 2023, iO3 Cayman acquired 100% of the equity interests of iO3 BVI from Mr. Koh.

On October 6, 2023, as part of a reorganization for the purpose of this offering and listing on Nasdaq, iO3 BVI (at the direction of iO3 Cayman), acquired the entire equity interest in iO3 Singapore from its shareholders, namely Eng Chye Koh, Joanna Hui Cheng Soh, Zhenhua Yin, Wei Meng See, Loo Koon Goh and Tsang Nga Kwok, and as consideration, iO3 Cayman allotted and issued its shares to Tsang Nga Kwok and iO3 Strategic Investments Limited, which is owned by Eng Chye Koh, Joanna Hui Cheng Soh, Zhenhua Yin, Wei Meng See and Loo Koon Goh (i.e., iO3 Cayman allotted and issued an aggregate of 50,000 Ordinary Shares of par value of US$0.01 each of iO3 Cayman credited as fully paid to Tsang Nga Kwok and iO3 Strategic Investments Limited for a consideration of US$1,630,695 determined based on the net assets of iO3 Singapore as at March 31, 2023, which is settled by the transfer of an aggregate of 147,360 ordinary shares of iO3 Singapore to iO3 BVI). After the reorganization, iO3 Singapore became a wholly-owned subsidiary of iO3 BVI, which in turn, is our wholly-owned subsidiary.

On February 8, 2024, as of the final step in the series of reorganization transactions for the purpose of this offering and listing on Nasdaq, each shareholder of iO3 Cayman (i.e., iO3 Strategic Investments Limited, All Wealthy International Limited, Tsang Nga Kwok, One Investment and Consultancy Limited, Sakal Capital Pte. Ltd. and Shao Qi Limited) was allotted and issued shares in iO3 Cayman that were in proportion to their existing shareholdings, credited as fully paid up at par value out of the share premium account of iO3 Cayman. After such allotment and issuance, the total number of issued and outstanding shares of iO3 Cayman increased from 100,000 Ordinary Shares to 15,000,000 Ordinary Shares.

The financial statements of the Company were prepared on the basis as if the reorganization became effective as of the beginning of the first period presented in the accompanying consolidated financial statements of the Company. Accordingly, the results of the Company include the results of the subsidiaries for year ended March 31, 2025, 2024 and 2023. Such manner of presentation reflects the economic substance of the companies, which were under common control throughout the relevant period, as a single economic enterprise, although the legal parent-subsidiary relationships were not established.

F-7

Forward Share Consolidation and Share Split

On August 22, 2024, the Company conducted share consolidation and share split as follow:

(a) Share consolidated at the ratio of 1:5, i.e. every 5 ordinary shares were consolidated to 1 ordinary share; and

(b) Share split at the ratio of 8:1, i.e. every 1 ordinary share was subdivided into 8 ordinary shares.

Subsequent to the above exercise, the Company has an authorised share of 80,000,000 ordinary shares of par value US$0.00625 each and 24,000,000 ordinary shares outstanding. All share and per share data prior to August 22, 2024 have been retroactively adjusted to reflect the forward share consolidation and share split throughout these consolidated financial statements.

NOTE － 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.

● Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). 

● Use of Estimates and Assumptions

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the years presented. Significant accounting estimates in the period include the allowance for doubtful accounts on accounts and other receivables, impairment loss on inventories, assumptions used in assessing right of use assets and impairment of long-lived assets, and deferred tax valuation allowance.

● Basis of Consolidation

The consolidated financial statements include the consolidated financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

● Foreign Currency Translation and Transaction

The reporting currency of the Company is United States Dollar or “US$” and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company and subsidiaries maintain their books and record in United States Dollars or “US$”, which is a functional currency as being the primary currency of the economic environment in which their operations are conducted.

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the date of the balance sheet dates. The resulting exchange differences arising on the settlement of monetary items or on translating monetary items at the date of the balance sheet dates are recorded in the statement of operations.

F-8

● Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts which are subject to an insignificant risk of change in value. The Company maintains its bank accounts in Singapore.

● Accounts Receivable, net

Accounts receivable include trade accounts due from customers in the sale of products or delivery of services.

Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms. The normal settlement terms of accounts receivable are within 90 days upon the delivery of goods or services. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate and provides allowance when necessary. The allowance is based on management’s best estimates of specific losses on individual customer exposures, as well as the historical trends of collections. Account balances are charged off against the allowance after all means of collection have been exhausted and the likelihood of collection is not probable. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary.

The Company does not hold any collateral or other credit enhancements overs its accounts receivable balances.

● Net investment in sales-type lease

A net investment in finance lease is recognized if a lease meets specific criteria under Accounting Standards Codification (“ASC”) 842 at its inception. Upon commencement of the lease, the book value of the equipment is de-recognized and a net investment in finance lease is recognized in our Consolidated Balance Sheets based on the present value of fixed payments under the contract and the residual value of the underlying asset, discounted at the rate implicit in the lease. The Company recognize the difference between the book value of the equipment and the net investment in the lease in equipment sales in our Consolidated Statement of Operations. Interest income on our net investment in finance leases is recognized over the lease term in a manner that produces a constant rate of return on the net investment in the lease. (Refer to Lease for more information).

● Inventories

Inventories are valued at the lower of cost or net realizable value. Cost is determined by the weighted average cost method. The Company records adjustments to its inventory for estimated obsolescence or diminution in net realizable value equal to the difference between the cost of the inventory and the estimated net realizable value. At the point of loss recognition, a new cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

● Deferred Offering Costs

Deferred offering costs, which consist of direct incremental legal, accounting, and consulting fees relating to the Company’s proposed initial public offering (“IPO”), are capitalized in “Deposits, prepayments and other receivables” on the consolidated balance sheets. The deferred offering costs will be offset against IPO proceeds upon the consummation of an IPO. In the event the planned IPO is terminated, the deferred offering costs will be expensed.

● Property and Equipment, net

Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

		Expected useful life
Computer equipment		3 years
Furniture, fixtures and fittings		3 years
Equipment		3 to 7 years
Motor vehicles		5 years

F-9

Expenditure for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

● Intangible assets

The software license is acquired by the Company. It initially recognised at cost and subsequently carried at cost less accumulated amortization and accumulated impairment losses, if any. Amortization is calculated on the straight-line basis over its expected useful lives of 7 years.

Software development costs consists of costs incurred to develop cloud-based applications used to deliver our services. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the technological feasibility stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional features and functionality. Maintenance costs are expensed as incurred. As of balance sheet date, the software is in progress of development and not amortized until it is ready for intended use.

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the intangible asset, are recognised in profit or loss when the intangible asset is derecognised.

The intangible assets are tested annually for impairment.

● Impairment of Long-lived Assets

Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment by comparing carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets.

● Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC 606”) Revenue from Contracts with Customers, revenue is recognized when a customer obtains control of promised products and services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to receive in exchange for these products and services. To achieve this core principle, the Company applies the following five steps as per Accounting Standards Update (“ASU”) No. 2014-09:

1. Identification of the contract(s) with a customer

A contract with a customer exists when

(i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services,

(ii) the contract has commercial substance, and

(iii) the Company determines that collection of substantially all consideration for goods or services that are transferred is probable based on historical results and the customer’s ability to pay the promised consideration. The Company’s contracts are typically evidenced through a signed Company quote or a customer purchase order and Company quote.

F-10

2. Identification of the performance obligations in the contract

At contract inception, the Company evaluates whether a single contract includes more than one performance obligation. Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or services either on their own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods or services, the Company applies judgment to determine whether promised goods or services are capable of being distinct in the context of the contract. If these criteria are not met, the promised goods or services are accounted for as a combined performance obligation.

3. Determination of the transaction price

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer. Such amounts are stated within the customer contracts.

4. Allocation of the transaction price to the performance obligations in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (SSP) basis. The Company determines SSP based on the price at which the performance obligation is sold separately. If the SSP is not observable through past transactions, the Company estimates the SSP taking into consideration available information, such as market conditions and internally approved pricing guidelines related to the performance obligations.

5. Recognition of revenue when or as the Company satisfies a performance obligation

Satellite connectivity solution

The Company provide various type of satellite connectivity solution to our customers:

(a) Subscription

Monthly subscription fee is charged to customers for the satellite connection service in relating to the airtime, bandwidth subscription plan and value-added service subscribed. The revenue is recognized ratably over the period of the contract.

(b) Sales of satellite network equipment and devices

The sales of satellite network equipment and devices including antenna, satellite phone, battery, wall charger, modem etc. The equipment is shipped and installed at the destination specified by the customer. As such, shipping and handling services are part of the performance obligation to deliver the equipment to customers. The revenue, including the shipping and handling fee charged to customers, is recognized at the point in time when control and ownership of the goods is transferred to the customer.

(c) Integrated satellite connectivity solution

The Company offers integrated satellite connectivity solution to our customer, which includes both airtime and the satellite network equipment for network connection. Contract with customer comprise multiple performance obligations and may have lease components. The total contract consideration is allocated to the airtime service and the sales of satellite network equipment and devices, which represents distinct performance obligations. The revenue in relating to the airtime subscription fee is recognized according to (a) above. For satellite network equipment and devices, the Company assesses at contract inception whether it meet the criteria of lease. If the criteria are met, the revenue is recognized according to ASC 842, Leases (refer to the note in relating to lease). If the criteria are not met, the revenue from the sales of satellite network equipment and devices are recognized upon the completion of installation and the transfer of control to the customer.

F-11

Digitalization and other solution

(a) Digital platform service – The Company provides customers access to the digital platform (“Jarviss”) to obtain real time information for their daily operation management.  Monthly subscription fee is charged to the customers based on the number of user access and number of service elements subscribed. Revenue recognition commences rateably when control of the services is transferred to the customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those services over the contractual term.

(b) Provision of information technology (IT) support - Customer specifies their IT support requirement in a contract, which may include IT help desk service, technical support, installation of software in the devices as specified etc. Performance obligations promised in the contract are identified based on the goods or services that to be delivered to the customer. Revenue recognition commences when or as the Company satisfies a performance obligation and the control of the goods or services transferred to the customer.

(c) Provision of shipboard support services – The Company supplies shipboard equipment and/or engineering service as per customer’s specification. Equipment is installed at the destination specified by the customers. As such, shipping and handling services are part of the performance obligation to deliver the equipment to customers. Revenue, including the shipping and handling fee charged to customers, is recognized when or as the Company satisfies a performance obligation and the control of the goods or services transferred to the customer.

The Company is subject to GST which is levied on the products at the rate of 0% - 9% (2024: 0% - 9% and 2023: 0% - 8%) on the invoiced value of sales in Singapore. The Company records its revenues on product sales, net of good & service taxes (“GST”).

Advance payment from customer on future products are recorded as customer deposit and recognized as income when the control and ownership of the good is transferred to the customer. The deposits received in advance from customers were $1,377,535 and $1,567,270 as at March 31, 2025 and March 31, 2024, respectively.

● Lease

The Company assesses at contract inception whether a contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The lease term corresponds to the non-cancellable period of each contract.

Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet; the Company recognizes lease expense or income for these leases on a straight-line basis over the lease term.

The Company as a lessor

At the commencement date, the lease payments are fixed payments. Lease payments do not include variable lease payments that do not depend on an index or a rate.

Leases are classified at the lease commencement date as either a sales-type lease or an operating lease. The lessor shall classify a lease as a sales-type lease when the lease meets any of the following criteria:

a) the lease transfers ownership of the underlying asset to the lessee by the end of the lease term;

b) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise;

c) the lease term is for the major part of the remaining economic life of the underlying asset;

d) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset; or

e) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

Notwithstanding the above criteria, leases are classified as operating leases if they have variable lease payments that do not depend on an index or rate and if classifying the lease as a sales-type lease or a direct financing lease would result in the recognition of a selling loss.

For a sales-type lease, at the lease commencement, net investment in the lease is recognized by the sum of the lease receivable and the unguaranteed residual asset. Lease receivable is the present values of the sum of lease payments and the guaranteed residual asset. The Company recognizes all revenue and costs associated with the sales-type lease as revenue from leasing activities and cost of leasing activities upon delivery of the underlying asset to the customer. Interest income based on the implicit rate in the lease is recorded to finance income over time as customers are invoiced on a monthly basis.

F-12

All other leases are accounted for as operating leases wherein the Company recognizes, at the commencement date, the lease payments as income in profit or loss over the lease term on a straight-line basis and the Company recognizes variable lease payments as income in profit or loss in the period in which the changes in facts and circumstances on which the variable lease payment are based occur.

The Company suspend recognition of sales-type lease revenue and operating lease revenue and place the account on non-accrual status when management determines that collection of future income is not probable (generally after 60 days past due). The Company resume recognition of revenue, and recognize previously suspended income, when the Company consider collection of remaining amounts to be probable. The Company write off interest earned but uncollected prior to the receivables being placed on non-accrual status through allowance for doubtful accounts when, in the judgment of management, the Company consider it to be uncollectible.

The Company as a lessee

Leases are classified at the inception date as either a finance lease or an operating lease. As the lessee, a lease is a finance lease if any of the following conditions exist:

a) ownership is transferred to the lessee by the end of the lease term,

b) there is a bargain purchase option,

c) the lease term is at least 75% of the asset’s estimated remaining economic life,

d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased asset to the lessor at the inception date or

e) the leased asset is of such a specialized nature that it is expected to have no alternative use.

Finance lease assets are presented separately on the consolidated balance sheet as finance lease right-of-use assets, and current and non-current portion of finance lease liabilities.

All other leases are accounted for as operating leases wherein rental payments are expensed on a straight-line basis over the periods of their respective leases. Operating leases (with an initial term of more than 12 months) are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities (current), and operating lease liabilities (non-current) in the consolidated balance sheet. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company utilizes a market-based approach to estimate the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease prepayments, reduced by lease incentives and accrued rent. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

The accounting update also requires that for finance leases, a lessee recognize interest expense on the lease liability, separately from the amortization of the right-of-use asset in the statements of earnings, while for operating leases, such amounts should be recognized as a combined expense. In addition, this accounting update requires expanded disclosures about the nature and terms of lease agreements.

● Shipping and Handling costs

Shipping and handling costs are included in cost of revenue as it is part of the Company’s fulfilment activity to satisfy the performance obligation as specified in the sales contract.

F-13

● Sales and Marketing

Sales and marketing expenses include payroll, employee benefits and other headcount-related expenses associated with sales and marketing personnel, and the costs of advertising, promotions, seminars, and other programs. Advertising costs are expensed as incurred. Advertising expense was $65,841, $67,994 and $15,489 for the year ended March 31, 2025, 2024 and 2023, respectively.

● Government Grant

A government grant or subsidy is not recognized until there is reasonable assurance that: (a) the enterprise will comply with the conditions attached to the grant; and (b) the grant will be received. When the Company receives government grant or subsidies but the conditions attached to the grants have not been fulfilled, such government subsidies are deferred and recorded under other payables and accrued expenses, and other long-term liability. The classification of short-term or long-term liabilities is dependent on the management’s expectation of when the conditions attached to the grant can be fulfilled.

The government evaluates the Company’s eligibility for the grants on a consistent basis, and then makes the payment. Government grants are recognized when received and all the conditions for their receipt have been met and are recorded as part of Other Income. The grants received were $17,079, $19,436 and $52,970 for the years ended March 31, 2025, 2024 and 2023, respectively from the Singapore Government.

● Comprehensive Income (Loss)

ASC Topic 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying statement of shareholder’s equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

● Income Taxes

Income taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their consolidated financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the consolidated financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

The Company is subject to tax in its local jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the local tax authorities. As such, the current and deferred tax were assessed based on each subsidiary’s local tax jurisdiction.

As of March 31, 2025 and March 31, 2024, the Company has no significant unrecognized deferred tax assets and liabilities.

F-14

Goods and services tax (“GST”)

Revenues, expenses and assets are recognised net of the amount of GST except:

- Where the GST incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

- Receivables and payables that are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position. 

For the year ended March 31, 2025, 2024 and 2023, the Company did not have any interest and penalties associated with tax positions. As of March 31, 2025 and March 31, 2024, the Company did not have any significant unrecognized uncertain tax positions.

● Retirement Plan Costs

Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service are provided. The Company is required to make contribution to their employees under a government-mandated multi-employer defined contribution pension scheme for its eligible full-times employees in Singapore. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level. The contributions made for the year ended March 31, 2025, 2024 and 2023 were $248,842, $181,512 and $143,970 respectively.

● Segment Reporting

FASB ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments.

Operating segments are defined as components of an enterprise which engage in business activities from which they may earn revenues and incur expenses, and about which separate financial information is available that is evaluated regularly by the chief operating decision-maker, who is the Company’s Chief Executive Officer, in deciding how to allocate resources and in assessing performance. Reportable segments are defined as an operating segment that either (a) exceeds 10% of revenue, or (b) reported profit or loss in absolute amount exceeds 10% of profit of all operating segments that did not report a loss or (c) exceeds 10% of the combined assets of all operating segments.

The Group has two operating segments, namely Satellite connectivity solution and Digitalization and other solution (refer to Note 2 of Revenue recognition for further details). The internal reports have been prepared based on these operating segments for decision making and performance assessment. It is, therefore, used as the source for reportable segments of the Company.

● Related Parties

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include: (a) affiliates of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

F-15

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 ● Commitments and Contingencies

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

● Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist of cash equivalents, restricted cash, accounts receivable. Cash equivalents are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management. The Singapore Deposit Protection Board pays compensation up to a limit of S$100,000 (approximately $74,395) if the bank with which an individual/a company hold its eligible deposit fails. As of March 31, 2025, cash balances of $0.4 million, held at financial institutions in Singapore, were subject to credit risk. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

For accounts receivable, the Company determines, on a continuing basis, the allowance for doubtful accounts are based on the estimated realizable value. The Company identifies credit risk on a customer by customer basis. The information is monitored regularly by management. Concentration of credit risk arises when a group of customers having similar characteristics such that their ability to meet their obligations is expected to be affected similarly by changes in economic conditions.

● Exchange Rate Risk

The reporting currency of the Company is US$, to date the majority of the Company’s revenues and costs are denominated in US$ and S$, a majority of the Company’s assets are denominated in US$ and S$ and a significant portion of the Company’s liabilities are denominated in S$. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$ and S$. If S$ depreciates against US$, the value of S$ revenues, costs and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial instruments that expose to substantial market risk.

F-16

● Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.

● Fair Value Measurement

The Company follows the guidance of the ASC Topic 820-10, Fair Value Measurements and Disclosure (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

	●	Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;
	●	Level 2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and
	●	Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

The carrying value of the Company’s financial instruments: cash and cash equivalents, restricted cash, accounts receivable, loans receivable, accounts payable, income tax payable, amount due to a related party, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of note payable approximate the carrying amount. The Company accounts for loans receivable at cost, subject to impairment testing. The Company obtains a third-party valuation based upon loan level data including note rate, type and term of the underlying loans.

The Company’s non-marketable equity securities are investments in privately held companies, which are without readily determinable market values and are classified as Level 3, due to the absence of quoted market prices, the inherent lack of liquidity and the fact that inputs used to measure fair value are unobservable and require management’s judgment.

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

● Recently Issued Accounting Pronouncements

In June 2023, the FASB issued Accounting Standards Update (ASU) No. 2022-03 Fair Value Measurements (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. This guidance is effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after October 15, 2023. Early adoption is permitted. The Company has assessed ASU 2023-03 and early adopted the guidance during the second quarter of 2023. The adoption did not have a material impact on the Company’s consolidated financial statements.

F-17

In March 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842) – Common-Control Arrangements. This guidance amends the accounting for leasehold improvements in common-control arrangements by requiring a lessee in a common-control arrangement to amortize leasehold improvements that it owns over the improvements’ useful life to the common-control group, regardless of the lease term, if the lessee continues to control the use of the underlying asset through a lease. The new standard will become effective for the Company beginning in fiscal year 2025. The adoption did not have a material impact on the Company’s consolidated financial statements.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which incorporates certain SEC disclosure requirements into the FASB Accounting Standards Codification. This update will improve disclosure and presentation requirements of a variety of topics and align the requirements in the FASB codification with the SEC’s regulations. The adoption did not have a material impact on the Company’s consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280)” (“ASU 2023-07”). The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision useful financial analyses. Topic 280 requires a public entity to report a measure of segment profit or loss that the chief operating decision maker (CODM) uses to assess segment performance and make decisions about allocating resources. Topic 280 also requires other specified segment items and amounts, such as depreciation, amortization, and depletion expense, to be disclosed under certain circumstances. The amendments in ASU 202307 do not change or remove those disclosure requirements. The amendments in ASU 2023-07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, adopted retrospectively. Management considers that the guidance does not have a significant impact on the disclosures set out in these consolidated financial statements.

In December 2023, FASB issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740)” (“ASU 2023-09”). The amendments in ASU 2023-09 address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. One of the amendments in ASU 2023-09 includes disclosure of, on an annual basis, a tabular rate reconciliation of (i) the reported income tax expense (or benefit) from continuing operations, to (ii) the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal income tax rate of the jurisdiction of domicile using specific categories, including separate disclosure for any reconciling items within certain categories that are equal to or greater than a specified quantitative threshold of 5%. ASU 2023-09 also requires disclosure of, on an annual basis, the year to date amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign jurisdictions, including additional disaggregated information on income taxes paid (net of refunds received) to an individual jurisdiction equal to or greater than 5% of total income taxes paid (net of refunds received). The amendments in ASU2023-09 are effective for annual periods beginning after December 15, 2024, and should be applied prospectively. The adoption did not have a material impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires the disaggregation of certain expenses in the financial statements notes, to provide enhanced transparency into the expense captions presented on the face of the consolidated statement of operations. ASU 2024-03 is effective for annual reporting periods beginning January 1, 2027 and interim periods beginning January 1, 2028 and may be applied either prospectively or retrospectively. The Company is currently evaluating the impact that ASU 2024-03 will have on its related disclosures, and the transition method.

Except for the above-mentioned pronouncements, there are no new recently issued accounting standards that will have a material impact on the consolidated financial statements.

F-18

NOTE － 3 BUSINESS SEGMENT AND DISAGGREGATION OF REVENUE (RESTATEMENT)

The Company has disaggregated its revenue from contracts with customers into categories based on the business segment and nature of the revenue in the following table:

		Years ended March 31,
		2025																2024																2023
		Satellite connectivity solution				Digitalization and other solution				Unallocated				Total				Satellite connectivity solution				Digitalization and other solution				Unallocated				Total				Satellite connectivity solution				Digitalization and other solution				Unallocated				Total
Revenue
Subscription		$	4,408,157				503,586				—				4,911,743			$	3,678,354				369,179				—				4,047,533			$	3,605,177				84,770				—				3,689,947
Equipment, device and services			2,250,024				3,316,783				—				5,566,807				1,933,744				2,588,793				—				4,522,537				1,381,085				2,416,532				—				3,797,617
			6,658,181				3,820,369				—				10,478,550				5,612,098				2,957,972				—				8,570,070				4,986,262				2,501,302				—				7,487,564
Cost of revenue
Subscription		$	(2,920,327	)			(532,030	)			—				(3,452,357	)		$	(2,018,989	)			(363,207	)			—				(2,382,196	)		$	(2,222,496	)			(133,400	)			—				(2,355,896	)
Equipment, device and services			(2,036,887	)			(3,125,072	)			—				(5,161,959	)			(1,931,319	)			(2,410,964	)			—				(4,342,283	)			(1,176,274	)			(1,699,666	)			—				(2,875,940	)
			(4,957,214	)			(3,657,102	)			—				(8,614,316	)			(3,950,308	)			(2,774,171	)			—				(6,724,479	)			(3,398,770	)			(1,833,066	)			—				(5,231,836	)
Gross profit / (loss)
Subscription		$	1,487,830				(28,444	)			—				1,459,386			$	1,659,365				5,972				—				1,665,337			$	1,382,681				(48,630	)			—				1,334,051
Equipment, device and services			213,137				191,711								404,848				2,425				177,829				—				180,254				204,811				716,866				—				921,677
			1,700,967				163,267				-				1,864,234				1,661,790				183,801				—				1,845,591				1,587,492				668,236				—				2,255,728
Operating expenses		$	(124,265	)			—				(1,942,623	)			(2,066,888	)		$	(74,844	)			—				(1,803,896	)			(1,878,740	)		$	(59,253	)			—				(1,147,101	)			(1,206,354	)
Income/(loss) from operations			1,576,702				163,267				(1,942,623	)			(202,654	)			1,586,946				183,801				(1,803,896	)			(33,149	)			1,528,239				668,236				(1,147,101	)			1,049,374	)
Finance income			23,671				—				—				23,671				20,743				—				—				20,743				14,110				—				—				14,110
Finance cost			(29,015	)			—				(5,687	)			(34,702	)			(29,370	)			—				(6,460	)			(35,830	)			(15,874	)			—				(8,077	)			(23,951	)
Income/ (loss) before income taxes			1,571,358				163,267				(1,948,310	)			(213,685	)			1,578,319				183,801				(1,810,356	)			(48,236	)			1,526,475				668,236				(1,155,178	)			1,039,533	)

F-19

		March 31, 2025																March 31, 2024
		Satellite connectivity solution				Digitalization and other solution				Unallocated				Total				Satellite connectivity solution				Digitalization and other solution				Unallocated				Total
Segment assets		$	2,496,724				1,119,209				2,050,572				5,666,505			$	2,952,219				1,022,426				1,878,306				5,852,951
Segment liabilities			2,225,732				802,457				892,835				3,921,024				415,372				228,261				3,233,322				3,876,955

The following table presents revenues earned from external customers:

		Year ended March 31,
		2025				2024				2023
Subscription income from satellite connection service		$	4,408,157			$	3,678,354			$	3,605,177
Sales and lease of satellite network equipment and device			2,250,024				1,933,744				1,381,085
Subscription income from Jarviss			503,586				369,179				84,770
Revenue from IT support services			3,194,055				2,418,470				2,133,923
Revenue from shipboard support services			122,728				170,323				282,609
		$	10,478,550			$	8,570,070			$	7,487,564

The major customers (refer to Note 16(a) for further details) contributed for $2,424,451 (2024: $869,824 and 2023: $1,021,886) of the Company’s total revenue.

Included in the revenue from sales and lease of equipment, device and services of satellite connectivity solution of $2,250,024 (2024: $1,933,744 and 2023: $1,381,085), the lease income from sales-type lease and operating lease are as below:

		Year ended March 31,
		2025				2024				2023
Sales-type lease income		$	147,707			$	409,931			$	369,439
Operating lease income			226,500				116,150				24,000
		$	374,207			$	526,081			$	393,439

The following table presents revenues by geographic area based on the countries in which the customer is located:

		Year ended March 31,
		2025				2024				2023
Singapore		$	5,228,044			$	3,407,171			$	3,486,682
Israel			1,316,832				869,824				752,121
Malaysia			1,126,294				1,130,439				1,178,936
Vietnam			675,186				534,472				294,146
Republic of Marshall Islands			428,251				376,457				265,403
Thailand			295,814				625,178				576,644
Indonesia			398,979				816,023				566,769
Republic of China			239,124				56,500				134,238
Others			770,026				754,006				232,625
		$	10,478,550			$	8,570,070			$	7,487,564

NOTE－ 4 FINANCE INCOME

Finance income consisted of interest income from sales-type lease as a lessor.

F-20

NOTE－ 5 FINANCE COSTS

Finance costs consisted of the following:

		Year ended March 31,
		2025				2024				2023
Interest expense in relating to finance lease		$	29,015			$	29,370			$	15,874
Interest expense in relating to bank borrowing			5,687				6,460				8,077
		$	34,702			$	35,830			$	23,951

NOTE－ 6 ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consisted of the following:

		March 31, 2025				March 31, 2024
Accounts receivable, net		$	1,325,186			$	954,917

The Company generally conducts its business with creditworthy third parties. The Company determines, on a continuing basis, the probable losses and an allowance for doubtful accounts, based on several factors including internal risk ratings, customer credit quality, payment history, historical bad debt/write-off experience and forecasted economic and market conditions. For the year ended March 31, 2025, 2024 and 2023, the Company made no allowance for doubtful accounts.

Accounts receivable are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible. In addition, receivable balances are monitored on an ongoing basis and its exposure to bad debts is not significant. There was no bad debt write-offs for the year ended March 31, 2025 (2024: $1,435 and 2023: $7,025).

At March 31, 2025 and March 31, 2024, the analysis of the accounts receivable aging at the reporting date was as follows.

		March 31, 2025				March 31, 2024
Less than 30 days		$	1,103,381			$	444,526
31-60 days			83,925				382,775
61-90 days			35,735				57,250
More than 90 days			102,145				70,366
		$	1,325,186			$	954,917

The unsatisfied performance obligation resulting from long term satellite connectivity and digitalization contracts were expected to be recognized as revenue over the periods as specified below:

		March 31, 2025				March 31, 2024
Less than 1 year		$	2,270,362			$	1,343,215
From 1 to 2 years			1,061,866				762,783
From 2 to 3 years			585,489				348,496
From 3 to 4 years			129,652				209,356
From 4 to 5 years			10,715				90,498
Total		$	4,058,084			$	2,754,348

F-21

NOTE－ 7 INVENTORIES

The Company’s inventories consisted of the following:-

		March 31, 2025				March 31, 2024
Satellite network and information technology equipment, at cost		$	690,521			$	912,432

No reserve for obsolete inventories as of March 31, 2025 and March 31, 2024. 

NOTE－ 8 DEFERRED OFFERING COSTS

Included in the deposits, prepayments and other receivables, the deferred offering costs as of March 31, 2025 and March 31, 2024 were as follows:

		March 31, 2025				March 31, 2024
Deferred offering costs		$	1,021,405			$	836,288

NOTE－ 9 PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following:

		March 31, 2025				March 31, 2024
At cost:
Right-of-use assets		$	580,401			$	423,333
Equipment			1,221,925				780,009
Computer equipment			157,754				54,267
Furniture, fixtures and fittings			9,199				5,862
Motor vehicles			7,179				7,179
			1,976,458				1,270,650
Less: accumulated depreciation			(1,102,196	)			(626,736	)
Property and equipment, net		$	874,262			$	643,914

Property and equipment under finance leasing arrangements classified under equipment as of March 31, 2025 and March 31, 2024 amounted to $622,075 and $469,617, respectively. Details of such leased assets are disclosed in Note 10.

Right-of-use assets under operating leasing arrangements as of March 31, 2025 and March 31, 2024 amounted to $126,372 and $125,735 respectively. Details of such leased assets are disclosed in Note 10.

Depreciation expense for the year ended March 31, 2025, 2024 and 2023 were included in cost of revenue and general and administrative expenses as below:-

		Year ended March 31,
		2025				2024				2023
Cost of revenue:
Depreciation on equipment under finance lease		$	255,189			$	139,020			$	101,854
General and administrative expenses
Depreciation on rights of use assets under operating lease			156,432				140,239				59,290
Depreciation on other assets			63,839				31,125				25,785
		$	475,460			$	310,384			$	186,929

F-22

NOTE－ 10 LEASES

Company as a lessee

The Company has entered into finance lease agreements to purchase the equipment used in its operations. The lease terms are 3 years. The right-of-use of the equipment are included under property and equipment.

The Company has also entered into operating lease agreements for office and warehouse. The remaining lives of the leases were less than 1 years. The Company adopts 4.33% as weighted average incremental borrowing rate to determine the present value of the lease payments.

The table below presents the lease-related assets and liabilities recorded on the consolidated balance sheet.

		March 31, 2025				March 31, 2024
Assets
Finance lease, right-of-use assets, net		$	622,075			$	469,617
Operating lease, right-of-use assets, net			126,372				125,735
Total right-of-use asset		$	748,447			$	595,352
Liabilities
Current:
Finance lease liabilities		$	308,125			$	317,057
Operating lease liabilities			115,945				112,392
			424,070				429,449
Non-current:
Finance lease liabilities			216,430				283,878
Operating lease liabilities			-				5,692
			216,430				289,570
Total lease liabilities		$	640,500			$	719,019

		Year ended March 31,
		2025				2024				2023
Finance lease cost:
Interest on lease liabilities (per ASC 842)		$	25,559			$	21,868			$	15,874
Operating lease cost:
Operating lease expense (per ASC 842)			159,889				147,741				63,953
Total lease expense		$	185,448			$	169,609			$	79,827

The Company excludes short-term leases (those with lease terms of less than one year at inception) from the measurement of lease liabilities or right-of-use assets. There were no short-term leases for years ended March 31, 2025, March 31, 2024 and March 31, 2023.

Components of Lease Expense

The Company recognize lease expense on a straight-line basis over the term of the operating leases, as reported within “general and administrative” expense on the accompanying consolidated statement of operations.

F-23

Future Contractual Lease Payments

Finance lease

As of March 31, 2025 and March 31, 2024, the maturities of finance lease liabilities (excluding short-term leases) were as follows:

		March 31, 2025				March 31, 2024
Less than 1 year		$	322,296			$	334,230
More than 1 year			221,097				291,225
Total undiscounted lease payments			543,393				625,455
Less: Interest			(18,838	)			(24,520	)
		$	524,555			$	600,935
Representing:-
Current liabilities		$	308,125			$	317,057
Non-current liabilities			216,430				283,878
			524,555				600,935

Operating lease

As of March 31, 2025 and March 31, 2024, the maturities of operating lease liabilities (excluding short-term leases) were as follows:

		March 31, 2025				March 31, 2024
Less than 1 year (current liabilities)		$	115,945			$	112,392
From 1 to 2 years (non-current liabilities)			-				5,692
		$	115,945			$	118,084

Company as a lessor

Sales-type lease receivables

The Company has entered into sales-type lease agreements with customers for sales of equipment. The lease terms are 3-5 years. Net investment in sales-type leases, which is the sum of the present value of the future contractual lease payments from customers. Lease receivables relating to sales-type leases are presented on the consolidated balance sheet as follows:

		March 31, 2025				March 31, 2024
Gross lease receivables		$	794,126			$	867,751
Received cash			(267,877	)			(236,225	)
Unearned interest income			(28,369	)			(36,663	)
		$	497,880			$	594,863
Reported as:
Current net investment in sales-type lease			203,381				230,209
Non-current net investment in sales-type lease			294,499				364,654
		$	497,880			$	594,863

F-24

As of March 31, 2025 and March 31, 2024, undiscounted cash flows of our sales-type lease receivables from customers for the next five years and thereafter were as follows:

		March 31, 2025				March 31, 2024
Less than 1 year		$	203,381			$	230,209
From 1 to 2 years			145,450				173,386
From 2 to 3 years			91,868				106,094
From 3 to 4 years			50,887				61,081
From 4 to 5 years			6,294				24,093
Total		$	497,880			$	594,863

Lease income in operating lease

The Company has entered into lease agreements with customers for rental of equipment. The leases are fixed payment and the lease terms are 3 years. The Company recognized the lease payments as revenue in profit or loss over the lease term on a straight-line basis as below:

		Year ended March 31,
		2025				2024				2023
Lease income relating to operating lease		$	226,500			$	116,150			$	24,000

The operating lease term is 3 years. As of March 31, 2025 and March 31, 2024, undiscounted cash flows of our operating lease receivables from customers for the next three years and thereafter were as follows:

		March 31, 2025				March 31, 2024
Less than 1 year		$	235,200			$	177,000
From 1 to 2 years			143,050				154,200
From 2 to 3 years			34,200				62,050
		$	412,450			$	393,250

NOTE－ 11 INTANGIBLE ASSETS

		March 31, 2025				March 31, 2024
Intangible assets:
Software license		$	528,031			$	420,021
Software under development			32,311				108,010
			560,342				528,031
Less: accumulated amortization			(192,403	)			(118,256	)
Intangible assets, net		$	367,939			$	409,775

The amortization expense, included in the cost of revenue, for year ended March 31, 2025, 2024 and 2023 was $74,147, $60,003 and $58,253 respectively.

F-25

As of March 31, 2025, the estimated future amortization of finite-lived intangible assets for the next five years and thereafter was as follows:

Year ended March 31, 2026		$	75,433
Year ended March 31, 2027			75,433
Year ended March 31, 2028			75,433
Year ended March 31, 2029			75,433
Thereafter			33,896
Total		$	335,628

NOTE－ 12 BANK BORROWING

Bank borrowing consisted of the following:

		Term of repayments		Annual interest rate				March 31, 2025				March 31, 2024
Term loan		5 years			4.25	%		$	83,552			$	126,287
Representing :-
Within 12 months								$	46,983			$	44,488
Over 1 year									36,569				81,799
								$	83,552			$	126,287

As of March 31, 2025 and March 31, 2024, bank borrowing was obtained from a financial institution in Singapore, which bear annual interest at a fixed rate from 4.25% and are repayable in 5 years.

The Company’s bank borrowing is guaranteed under personal guarantees from the directors, Eng Chye Koh and Joanna Hui Cheng Soh, and a third party.

NOTE － 13 SHAREHOLDERS’ EQUITY (RESTATEMENT)

Ordinary Shares

iO3 Cayman was established under the laws of Cayman Islands on August 21, 2023. After the reorganization exercise (see Note 1), iO3 Cayman has an authorized share of 50,000,000 Ordinary Shares of par value US$0.01 each and 15,000,000 Ordinary Shares outstanding.

On August 22, 2024, the Company conducted forward share consolidation and share split as follow:

(a) Share consolidated at the ratio of 1:5, i.e. every 5 ordinary shares were consolidated to 1 ordinary share; and

(b) Share split at the ratio of 8:1, i.e. every 1 ordinary share was subdivided into 8 ordinary shares.

Subsequent to the above exercise, the Company has an authorised share of 80,000,000 ordinary shares of par value US$0.00625 each and 24,000,000 ordinary shares outstanding. All share and per share data prior to August 22, 2024 have been retroactively adjusted to reflect the forward share consolidation and share split throughout these consolidated financial statements.

iO3 Cayman is authorized to issue one class of Ordinary Share.

The holders of iO3 Cayman’s Ordinary Share are entitled to the following rights:

Voting Rights: Each share of iO3 Cayman’s Ordinary Share entitles its holder to one vote per share on all matters to be voted or consented upon by the shareholders. Holders of iO3 Cayman’s Ordinary Shares are not entitled to cumulative voting rights with respect to the election of directors.

F-26

Dividend Right: Subject to limitations under Cayman law and preferences that may apply to any shares of preferred share that iO3 Cayman may decide to issue in the future, holders of iO3 Cayman’s Ordinary Share are entitled to receive ratably such dividends or other distributions, if any, as may be declared by the Board of iO3 Cayman out of funds legally available therefor.

Liquidation Right: In the event of the liquidation, dissolution or winding up of our business, the holders of iO3 Cayman’s Ordinary Share are entitled to share ratably in the assets available for distribution after the payment of all of the debts and other liabilities of iO3 Cayman, subject to the prior rights of the holders of iO3 Cayman’s preferred share.

Other Matters: The holders of iO3 Cayman’s Ordinary Share have no subscription, redemption or conversion privileges. iO3 Cayman’s Ordinary Share does not entitle its holders to preemptive rights. All of the outstanding shares of iO3 Cayman’s Ordinary Share are fully paid and non-assessable. The rights, preferences and privileges of the holders of iO3 Cayman’s Ordinary Share are subject to the rights of the holders of shares of any series of preferred share which iO3 Cayman may issue in the future. 

Dividend Distribution

		March 31, 2025				March 31, 2024
Declared and paid during the financial year ended
Dividends on ordinary shares:
- Interim exempt (one-tier) dividends of Nil (March 31, 2024: $1.98 cents) per share		$	-			$	292,500

NOTE－ 14 INCOME TAXES

The provision for income taxes consisted of the following:

		Year ended March 31,
		2025				2024				2023
Current income tax expense		$	-			$	-			$	115,373
Under / (over) provision for income taxes in prior financial years			16,830				(43,790	)			-
		$	16,830			$	(43,790	)		$	115,373

The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company’s subsidiaries are subject to taxes in the jurisdiction in which they operate, as follows:

BVI

iOThree Maritime Technologies Limited is considered to be an exempted British Virgin Islands Company and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States.

Singapore

iO3 Pte. Ltd’s operations are primarily conducted in Singapore and are therefore subject to Singaporean tax law at the corporate tax rate at 17% on the Company’s assessable income arising in Singapore during its tax year.

F-27

The reconciliation of income tax rate to the effective income tax rate based on income before income taxes for the year ended March 31, 2025, 2024 and 2023 are as follows:

		Year ended March 31,
		2025				2024				2023
(Loss) / profit before income taxes		$	(213,685	)		$	(48,236	)		$	1,039,533
Statutory income tax rate			17	%			17	%			17	%
Income tax expense at statutory rate			(36,326	)			(8,200	)			176,721
Tax incentives			-				(28,995	)			(33,747	)
Tax effect of deductible contractual lease payment			(26,863	)			(25,738	)			(11,978	)
Tax effect of non-deductible items			102,667				72,042				51,345
Tax exemptions in relating to newly incorporated company			-				(13,072	)			(13,072	)
Utilization of capital allowance			(39,478	)			(37,962	)			(19,668	)
Under / (over) provision of income taxes in prior financial years, net			16,830				(43,790	)			(22,917	)
Others			-				41,925				(11,311	)
		$	16,830			$	(43,790	)		$	115,373

Uncertain tax positions

The Company evaluates the uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of March 31, 2025 and March 31, 2024, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income tax expenses for the year ended March 31, 2025, 2024 and 2023 and also did not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from March 31, 2025.

NOTE－ 15 RELATED PARTY TRANSACTIONS

Apart from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the years presented.

NOTE－ 16 CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

For the year ended March 31, 2025, 2024 and 2023, the customers who accounted for 10% or more of the Company’s revenue are as below:

		2025								2024								2023
		Percentage of revenue				Accounts receivable				Percentage of revenue				Accounts receivable				Percentage of revenue				Accounts receivable
Customer A (Digitalization and other solution segment)			12.6	%		$	2,212				10.2	%		$	-				10.0	%		$	-
Customer B (Connectivity segment)			10.6	%			142,058

F-28

(b) Major vendors

For the year ended March 31, 2025, 2024 and 2023, the vendor who accounted for 10% or more of the Company’s purchases and its outstanding payable balances as at year end date, is presented as follows:

		2025								2024								2023
		Percentage of purchases				Accounts payable				Percentage of purchases				Accounts payable				Percentage of purchases				Accounts payable
Vendor A			14.1	%		$	214,605				18.50	%		$	352,444				22.5	%		$	143,696
Vendor B			13.3	%			111,668

(c) Credit risk

Financial instruments that potentially subject the Company to credit risk consist of cash equivalents, restricted cash, accounts and financing receivable. Cash equivalents are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management. The Singapore Deposit Protection Board pays compensation up to a limit of S$100,000 (approximately $74,395) if the bank with which an individual/a company hold its eligible deposit fails. As of March 31, 2025, cash balances of $0.4 million, held at financial institutions in Singapore, were subject to credit risk. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

For accounts receivable, the Company determines, on a continuing basis, the probable losses and sets up an allowance for doubtful accounts based on the estimated realizable value.

The Company has adopted a policy of only dealing with creditworthy counterparties. The Company performs ongoing credit evaluation of its counterparties’ financial condition and generally do not require a collateral. The Company also considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period.

The Company has determined the default event on a financial asset to be when internal and/or external information indicates that the financial asset is unlikely to be received, which could include default of contractual payments due for more than 90 days or there is significant difficulty of the counterparty.

To minimize credit risk, the Company has developed and maintained its credit risk grading to categorize exposures according to their degree of risk of default. The credit rating information is supplied by publicly available financial information and the Company’s own trading records to rate its major customers and other debtors. The Company considers available reasonable and supportive forward-looking information which includes the following indicators:

	●	Actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the debtor’s ability to meet its obligations
	●	Internal credit rating
	●	External credit rating and when necessary

Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more than 60 days past due in making contractual payment.

As of March 31, 2025, 23.5% (2024: 22.1%) of accounts receivable and sale-type lease investments were collectively owed by two customers (2024: two customers). The ageing for aforementioned receivables were less than 90 days except for $14,574 (2024: $Nil) which was more than 60 days overdue.

F-29

(d) Interest rate risk

As the Company has no significant interest-bearing assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates.

The Company’s interest-rate risk arises from bank borrowings. The Company manages interest rate risk by managing the mixture of fixed and variable rate debt, the issuance and maturity dates of debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest rates. As of March 31, 2025 and March 31, 2024, the borrowings were at fixed interest rates.

(e) Economic and political risk

The Company’s major operations are conducted in Asia. Accordingly, the political, economic, and legal environments in Asia, as well as the general state of Asia’s economy may influence the Company’s business, financial condition, and results of operations.

(f) Exchange rate risk

The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of S$ converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

(g) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.

NOTE－ 17 COMMITMENTS AND CONTINGENCIES

Litigation — From time to time, the Company may be involved in various legal proceedings and claims in the ordinary course of business. The Company currently is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on its business, financial condition, operating results, or cash flows.

As of March 31, 2025 and March 31, 2024, the Company has no material commitments or contingencies.

NOTE－ 18 OFF-BALANCE SHEET TRANSACTIONS

As of March 31, 2025, the Company has not entered into any material off-balance sheet transactions or arrangements.

The Company has not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, the Company has not entered into any derivative contracts that are indexed to our own shares and classified as shareholders’ equity, or that are not reflected in our consolidated financial statements. Furthermore, the Company do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, the Company do not have any variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

F-30

NOTE－ 19 SUBSEQUENT EVENTS

On 23 April 2025, the Group incorporated a new wholly owned subsidiary, iO3 Sdn Bhd, in Malaysia. iO3 Sdn. Bhd is wholly owned by the Group’s Singapore-based subsidiary, iO3 Pte Ltd. and it is mainly engaged in the business of satellite communications and software. 

On July 29, 2025, the Board has approved the Equity Incentive Plan (the “Plan”), pursuant to which the Company is authorized to issue up to 6,412,500 ordinary shares, of par value of $0.00625 each in the form of incentive share options, nonstatutory share options, restricted shares, restricted share units and share appreciation rights to employees, directors, and consultants of the Company or any affiliates of the Company. The Plan will expire ten years from the date of approval.

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before condensed consolidated financial statements are issued, the Company has evaluated the impact of all events or transactions that occurred after March 31, 2025, up through the date the Company issued the audited consolidated financial statements. Apart from the transactions disclosed elsewhere in these accompanying consolidated financial statements, the Company did not have any material subsequent events other than disclosed above.

F-31

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FAQ

Why did iOThree (IOTR) file a Form 20-F/A?

To include FY 2023 consolidated financial statements that were inadvertently left out of the original 20-F filed on 30 Jun 2025; no other figures were revised.

How did iOThree’s FY 2025 revenue compare to FY 2024?

Revenue increased 22% to US$10.48 m, led by both satellite connectivity and digitalisation segments.

Is the company profitable?

No. FY 2025 recorded a net loss of US$0.23 m versus a small loss in FY 2024 and a US$0.92 m profit in FY 2023.

What is iOThree’s cash position and debt?

Cash and equivalents total US$0.44 m; bank borrowings are US$0.08 m and lease liabilities US$0.64 m.

Did the auditor raise any concerns?

Audit Alliance LLP issued an unqualified opinion; internal control over financial reporting was not audited due to EGC status.

How many shares are outstanding?

There are 24 million ordinary shares with par value US$0.00625 each.