Group 1 - INEO Tech Corp. announces the resignation of Kerem Akbas and David Eaton from its Board of Directors, effective immediately [1] - Both directors were representatives of Coenda Investments Holdings Corp., which invested in INEO in three tranches between August 2024 and January 2025 [1] - INEO will begin a search for new board members to complement its management team and governance structure [2] Group 2 - The company remains committed to innovation, operational excellence, and value creation for stakeholders [2] - The Board of Directors and management team will continue to execute the company's strategy, focusing on technology licensing deals and market expansion [2] - INEO operates the INEO Media Network and INEO Retail Media, providing digital advertising and analytics solutions for retailers [3]

Company Overview - INNEOVA Holdings Limited is a leading Singapore-based provider of high-quality Original Equipment Manufacturer (OEM), third-party branded, and in-house branded replacement parts for motor vehicles and non-vehicle combustion engines, as well as system lifecycle analysis and engineering services for infrastructure and mobility platforms [5]. Automotive Division - The Automotive Division offers an extensive range of genuine OEM and aftermarket parts for passenger vehicles, trucks, and buses, including parts from manufacturers' brands, trusted third-party labels, and in-house brands [6]. Industrial Division - The Industrial Division caters to industries such as construction, marine, power generation, mining, and transportation, providing specialized spare parts focusing on filtration systems, lubricants, batteries, and internal combustion engine components [6]. Engineering Division - The Engineering Division provides system lifecycle analysis and engineering services for infrastructure and mobility platforms, aiming to generate innovative and sustainable solutions for maximum uptime and optimal total cost of ownership for customers [7]. Commitment to Quality - The company emphasizes its commitment to quality, ensuring customers experience maximum uptime, enhanced performance, and reduced total cost of ownership throughout the lifecycle of their machines [8]. Annual General Meeting - INNEOVA Holdings will hold its 2025 Annual General Meeting of Shareholders on August 25, 2025, at 10 a.m. Singapore Time [1]. - Holders of the Company's ordinary shares listed in the register of members at the close of business on July 31, 2025, are entitled to receive notice of and vote at the AGM [2]. Financial Reporting - The company has filed its annual report on Form 20-F, including audited financial statements for the financial year ended December 31, 2024, with the U.S. Securities and Exchange Commission (SEC) [4]. - The Form 20-F and additional financial reports are accessible on the company's website and the SEC's website [4].

PART I [Key Information](index=5&type=section&id=Item%203.%20Key%20Information) The company faces significant business risks from supplier dependency and debt, alongside securities risks from controlling shareholders and potential delisting - The company is highly dependent on key executives, including CEO Jimmy Neo, Deputy CEO Edward Neo, and COO CK Neo[29](index=29&type=chunk) - Sales decreased by approximately **$1.2 million (2.0%)** in FY2024 compared to FY2023, primarily due to a drop in local demand in Singapore[33](index=33&type=chunk)[42](index=42&type=chunk) - The company has significant customer concentration, with the top five customers accounting for **24.1% of revenue** in FY2024[36](index=36&type=chunk)[185](index=185&type=chunk) - As of December 31, 2024, the company had a substantial amount of debt, with approximately **$19.9 million** in aggregate principal outstanding[47](index=47&type=chunk) - The company plans to develop an e-commerce platform, but faces risks related to cost, profitability, and competition[44](index=44&type=chunk) - The company's controlling shareholders collectively own **80.1%** of the outstanding Ordinary Shares, giving them substantial influence over corporate governance[73](index=73&type=chunk) - The company does not expect to pay dividends in the foreseeable future, meaning investors must rely on share price appreciation for returns[64](index=64&type=chunk) - As a Cayman Islands company, it is permitted to follow home country corporate governance practices that may differ from Nasdaq standards[75](index=75&type=chunk)[77](index=77&type=chunk) - The company is an "Emerging Growth Company" and has elected to use the extended transition period for complying with new accounting standards[84](index=84&type=chunk)[85](index=85&type=chunk) [Information on the Company](index=18&type=section&id=Item%204.%20Information%20on%20the%20Company) The company distributes automotive and industrial parts in Singapore and Malaysia, with strategies for APAC expansion and digital growth - The company operates through two main business segments: On-Highway (automotive) and Off-Highway (industrial)[103](index=103&type=chunk) - In FY2024, domestic (Singapore) revenue was approximately **$21.8 million (37.4% of total)**, while export revenue was approximately **$36.5 million (62.6% of total)**[123](index=123&type=chunk) - Key business strategies include market penetration in Asia Pacific, expanding product lines, and enhancing digital capabilities with an e-commerce platform[135](index=135&type=chunk)[139](index=139&type=chunk)[140](index=140&type=chunk)[141](index=141&type=chunk) - Completed its initial public offering (IPO) on October 22, 2024, raising net proceeds of approximately **$4.9 million**[20](index=20&type=chunk) - Changed its name from SAG Holdings Limited to INNEOVA Holdings Limited, effective April 28, 2025, and began trading under the ticker "INEO"[20](index=20&type=chunk) - Acquired a 100% stake in INNEOVA Engineering Pte Ltd on May 1, 2025, from its controlling shareholder[19](index=19&type=chunk) - The Group's operating subsidiaries include INNEOVA Industrial, INNEOVA Automotive, Autozone (S), and INNEOVA Malaysia[21](index=21&type=chunk)[97](index=97&type=chunk) - The company develops and supplies products under its own in-house brands, including VETTO, REV-1, NUTEQ, GENTEQ, and FILTEQ[101](index=101&type=chunk)[112](index=112&type=chunk) Revenue Breakdown by Business Segment (FY2024 vs. FY2023) | Business Segment | FY2024 Revenue (%) | FY2023 Revenue (%) | | :--- | :--- | :--- | | On-Highway | 44.1% | 45.1% | | Off-Highway | 55.7% | 54.8% | | Services | 0.2% | 0.1% | On-Highway Business Products | Category | Examples | Key Brands | | :--- | :--- | :--- | | Genuine OEM parts | All components | Isuzu, Hino, Toyota, Honda, etc. | | Engine parts | Pistons, rings, bearings | Teikin, NPR, NDC, Daido | | Chassis parts | Brake pads, rotors, clutch | BPW, Bosch, FERODO, WABCO | | Wear and tear parts | Wipers, water pumps, radiators | Flosser, DENSO, GATES, CHAMPION | | Body parts | Lamps, mirrors, bumpers | DOSSUN, DEPO, LY | Off-Highway Business Products | Category | Examples | Key Brands | | :--- | :--- | :--- | | Filters | Air, oil, fuel, hydraulic filters | Fleetguard, Baldwin, Donaldson, MANN-FILTER | | Lubricants | Engine oil, hydraulic oil | Valvoline, Mobil, Caltex, Castrol, Shell | | Batteries | Dry charged, deep cycle | Fujiya, ENERGEO | | Spare parts | Engine, transmission, hydraulic parts | Cummins, Caterpillar, Komatsu, Perkins | [Operating and Financial Review and Prospects (MD&A)](index=31&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) FY2024 revenue fell 2.0% to $58.3 million, and higher expenses caused net income to drop to $8,000 from $1.6 million in FY2023 - The decrease in FY2024 revenue was mainly due to a **$4.1 million drop** in Singapore, driven by lower local demand[188](index=188&type=chunk)[195](index=195&type=chunk) - As of Dec 31, 2024, the company had total bank borrowings of **$19.9 million**, up from $16.8 million in 2023[266](index=266&type=chunk) - Gross profit margin slightly increased from 18.3% in FY2023 to **18.7% in FY2024**[206](index=206&type=chunk) - Administrative expenses increased by **$1.6 million (22.2%)**, driven by higher miscellaneous expenses (+$0.8M) and staff costs (+$0.2M)[209](index=209&type=chunk)[210](index=210&type=chunk)[213](index=213&type=chunk) - Net income for FY2024 was approximately **$8,000**, a sharp decline from $1.6 million in FY2023[218](index=218&type=chunk)[184](index=184&type=chunk) - The revenue increase in FY2023 was mainly attributable to a **$9.0 million increase** in demand from customers in Singapore and other countries[219](index=219&type=chunk) - Net accounts receivable decreased slightly to **$14.3 million** as of Dec 31, 2024, from $14.6 million in 2023[257](index=257&type=chunk)[258](index=258&type=chunk) Key Financial Performance (FY2024 vs. FY2023) | Metric | FY 2024 ($'000) | FY 2023 ($'000) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 58,333 | 59,521 | -2.0% | | Gross Profit | 10,925 | 10,910 | +0.1% | | Administrative Expenses | 8,509 | 6,959 | +22.2% | | Net Income | 8 | 1,629 | -99.5% | Key Financial Performance (FY2023 vs. FY2022) | Metric | FY 2023 ($'000) | FY 2022 ($'000) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 59,521 | 51,445 | +15.7% | | Gross Profit | 10,910 | 9,280 | +17.6% | | Net Income | 1,629 | 1,527 | +6.7% | Summary of Cash Flows (FY2024 vs. FY2023) | Cash Flow Activity | 2024 ($'000) | 2023 ($'000) | | :--- | :--- | :--- | | Net cash provided by operating activities | 2,667 | 3,965 | | Net cash used in investing activities | (774) | (455) | | Net cash used in financing activities | (568) | (3,898) | | **Net change in cash** | **1,057** | **(300)** | Bank Indebtedness as of Dec 31, 2024 | Type | Amount ($'000) | Interest Rate | | :--- | :--- | :--- | | Term loans | 3,019 | 2.00-3.75% | | Trust receipts | 16,172 | 1.65-7.25% | | Revolving loan | 664 | 2.50% | | **Total** | **19,855** | | [Directors, Officers and Senior Management](index=57&type=section&id=Item%206.%20Directors%2C%20Officers%20and%20Senior%20Management) The company is led by the Neo family, with a board including three independent directors chairing key committees - The executive team is led by Jimmy Neo (CEO), Edward Neo (Deputy CEO), CK Neo (COO), and Li Hoon Lee (CFO)[313](index=313&type=chunk) - The Board has three independent directors who chair the Audit Committee (Yee Yen Han), Compensation Committee (Gang Wong), and Nomination Committee (Chin Chye Koh)[333](index=333&type=chunk)[334](index=334&type=chunk)[335](index=335&type=chunk) - As a foreign private issuer, the company follows certain Cayman Islands home country governance practices instead of Nasdaq rules, such as not having a majority-independent board[338](index=338&type=chunk)[342](index=342&type=chunk) Executive Compensation for FY2024 (in S$) | Name | Position | Salary/Fees | Bonus | | :--- | :--- | :--- | :--- | | Jimmy Neo | CEO | 180,000 | 15,000 | | Edward Neo | Deputy CEO | 165,000 | 13,750 | | CK Neo | COO | 144,000 | 12,000 | | Ivy Lee | CFO | 132,000 | 24,200 | [Major Shareholders and Related Party Transactions](index=64&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) Ownership is concentrated with the Neo family (80.1%), and the company engages in extensive related party transactions - As of the report date, CE Neo, Jimmy Neo, Edward Neo, and CK Neo collectively beneficially own **80.1%** of the company's shares through their ownership of Soon Aik Global Pte Ltd[353](index=353&type=chunk) - The company has numerous transactions with related parties, including sales of **$1.18M** to INNEOVA Engineering and purchases of **$1.33M** from PT Heavy Machindo Diesel in FY2024[360](index=360&type=chunk) - The company has logistics service agreements with EU Group Pte Ltd, an entity in which CEO Jimmy Neo has a 50% equity stake, for office space and warehouse services[356](index=356&type=chunk) - On May 1, 2025, the company acquired 100% of INNEOVA Engineering Pte Ltd from its controlling shareholder, Soon Aik Global Pte Ltd, in exchange for over 6.2 million ordinary shares[34](index=34&type=chunk)[594](index=594&type=chunk) [Financial Information](index=63&type=section&id=Item%208.%20Financial%20Information) This section presents the company's audited U.S. GAAP consolidated financial statements for FY2022-2024 - The financial statements were audited by Audit Alliance LLP, which issued an unqualified opinion[459](index=459&type=chunk)[463](index=463&type=chunk) - The financial statements for FY2022 and FY2023 were restated to reclassify non-controlling interests to equity holders of the company following a group reorganization[592](index=592&type=chunk)[593](index=593&type=chunk) Consolidated Balance Sheet Summary (as of Dec 31) | Metric | 2024 ($'000) | 2023 ($'000) | | :--- | :--- | :--- | | **Total Assets** | **39,592** | **39,056** | | Total Current Assets | 36,781 | 37,598 | | Total Non-Current Assets | 2,811 | 1,458 | | **Total Liabilities** | **30,717** | **36,005** | | Total Current Liabilities | 28,612 | 34,450 | | Total Long-Term Liabilities | 2,105 | 1,555 | | **Total Shareholders' Equity** | **8,875** | **3,051** | Consolidated Statement of Operations Summary | Metric | 2024 ($'000) | 2023 ($'000) | 2022 ($'000) | | :--- | :--- | :--- | :--- | | Revenues, net | 58,333 | 59,521 | 51,445 | | Gross Profit | 10,925 | 10,910 | 9,280 | | Profit from Operations | 784 | 2,528 | 1,610 | | **Net Income** | **8** | **1,629** | **1,527** | | Basic and Diluted EPS ($) | 0.0008 | 0.18 | 0.16 | Consolidated Statement of Cash Flows Summary | Metric | 2024 ($'000) | 2023 ($'000) | 2022 ($'000) | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | 2,667 | 1,614 | (2,056) | | Net cash used in investing activity | (774) | (455) | (283) | | Net cash (used in) provided by financing activities | (568) | (1,547) | 2,139 | | **Net change in cash** | **1,057** | **(300)** | **(170)** | PART II [Controls and Procedures](index=78&type=section&id=Item%2015.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective, and no material weaknesses in internal control were found - Management concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the annual report[439](index=439&type=chunk) - In its assessment as of December 31, 2024, management determined there were no control deficiencies that constituted material weaknesses in internal control over financial reporting[442](index=442&type=chunk) - As an emerging growth company, INNEOVA is exempt from the auditor attestation requirement regarding internal control over financial reporting[440](index=440&type=chunk) [Corporate Governance and Other Matters](index=79&type=section&id=Item%2016.%20Corporate%20Governance%20and%20Other%20Matters) The company has an audit committee financial expert, a code of ethics, and policies for cybersecurity and compensation recovery - The Board of Directors has designated Mr Han Yee Yan as the "audit committee financial expert"[444](index=444&type=chunk) - The company has adopted a cybersecurity policy, with the Audit Committee responsible for oversight; no material cybersecurity breaches occurred during the year ended December 31, 2024[452](index=452&type=chunk)[453](index=453&type=chunk)[454](index=454&type=chunk) - The company has adopted a compensation recovery (Clawback) policy as required by Nasdaq rules[348](index=348&type=chunk) Principal Accountant Fees | Fee Category | FY 2024 ($'000) | FY 2023 ($'000) | | :--- | :--- | :--- | | Audit Fees | 103 | 98 | | Audit Related Fees | - | - | | Tax Fees | - | - | | All Other Fees | - | - | | **Total** | **103** | **98** | PART III [Financial Statements](index=81&type=section&id=Item%2018.%20Financial%20Statements) This section contains the full audited U.S. GAAP consolidated financial statements for FY2022-2024 - The financial statements are prepared in accordance with U.S. GAAP and audited by Audit Alliance LLP[459](index=459&type=chunk)[483](index=483&type=chunk) - A significant subsequent event was the acquisition of 100% of INNEOVA Engineering Pte Ltd on May 1, 2025, from the company's controlling shareholder in exchange for 6,295,624 ordinary shares[594](index=594&type=chunk)