UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark one)

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

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

For the fiscal year ended March 31, 2025

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

For the transition period from __________ to _________

☐ 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

Annual Report on Form 20-F

Year Ended March 31, 2025

TABLE OF CONTENTS

			Page
		PART I

Item 1.		Identity of Directors, Senior Management and Advisers	1
Item 2.		Offer Statistics and Expected Timetable	1
Item 3.		Key Information	1
	3.A.	[Reserved]	1
	3.B.	Capitalization and Indebtedness	1
	3.C.	Reasons for the Offer and Use of Proceeds	1
	3.D.	Risk Factors	1
Item 4.		Information on the Company	24
	4.A.	History and Development of the Company	24
	4.B.	Business Overview	25
	4.C.	Organizational Structure	49
	4.D.	Property, Plants and Equipment	49
Item 4A.		Unresolved Staff Comments	49
Item 5.		Operating and Financial Review and Prospects	49
	5.A.	Operating Results	49
	5.B.	Liquidity and Capital Resources	57
	5.C.	Research and Development, Patents and Licenses, etc.	60
	5.D.	Trend Information	60
	5.E.	Critical Accounting Estimates	60
Item 6.		Directors, Senior Management and Employees	65
	6.A.	Directors and Senior Management	65
	6.B.	Compensation	67
	6.C.	Board Practices	68
	6.D.	Employees	71
	6.E.	Share Ownership	71
	6.F.	Disclosure of a registrant’s action to recover erroneously awarded compensation	71
Item 7.		Major Shareholders and Related Party Transactions	71
	7.A.	Major Shareholders	71
	7.B.	Related Party Transactions	72
	7.C.	Interests of Experts and Counsel	73
Item 8.		Financial Information	73
	8.A.	Consolidated Statements and Other Financial Information	73
	8.B.	Significant Changes	73
Item 9.		The Offer and Listing	74
	9.A.	Offer and Listing Details	74
	9.B.	Plan of Distribution	74
	9.C.	Markets	74
	9.D.	Selling Shareholders	74
	9.E.	Dilution	74
	9.F.	Expenses of the Issue	74
Item 10.		Additional Information	74
	10.A.	Share Capital	74
	10.B.	Memorandum and Articles of Association	74
	10.C.	Material Contracts	74
	10.D.	Exchange Controls	74
	10.E.	Taxation	75
	10.F.	Dividends and Paying Agents	75
	10.G.	Statements by Experts	75
	10.H.	Documents on Display	75
	10.I.	Subsidiary Information	75
	10.J.	Annual Report to Security Holders	75
Item 11.		Quantitative and Qualitative Disclosures About Market Risk	76
Item 12.		Description of Securities Other Than Equity Securities	77
	12.A.

SEC Form 20-F filed by iOThree Limited