{"url_path":"/sec/ineo/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 INFORMATION ON THE COMPANY**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1933951/0001493152-26-023663-index.html","accession_number":"0001493152-26-023663","cik":"0001933951","ticker":"INEO","issuer_name":"INNEOVA Holdings Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1933951/0001493152-26-023663-index.html","primary_entity_key":"0001933951","primary_entity_name":"INNEOVA Holdings Ltd"},"word_count":7402,"has_tables":true,"body_markdown":"**ITEM\n4. INFORMATION ON THE COMPANY**\n\n \n\n**CORPORATE\nHISTORY AND STRUCTURE**\n\n \n\n**Corporate\nStructure**\n\n \n\nOur\nCompany was incorporated in the Cayman Islands on February 14, 2022, under the Companies Act (as revised) as an exempted company\nwith limited liability. Prior to a group\nreorganization, INNEOVA Group was the holding company of our group of companies comprised of INNEOVA Industrial, INNEOVA Automotive,\nAutozone (S) and INNEOVA Malaysia.\n\n \n\nOn April 30, 2025, INNEOVA Group had\nacquired 100% stake of INNEOVA Engineering Pte Ltd. Currently, INNEOVA Group is a direct subsidiary of our Company, and INNEOVA\nIndustrial, INNEOVA Automotive, INNEOVA Engineering, Autozone (S) and INNEOVA Malaysia are indirect subsidiaries of our\nCompany.\n\n \n\n**Organization\nChart**\n\n \n\nThe\nchart below sets out our corporate structure as at the date of this Annual Report.\n\n \n\n \n\n17\n\n \n\n \n\n**Entities**\n\n \n\nAs\nof the date of this Annual Report, our Group comprises the Company and its subsidiaries: INNEOVA Group, INNEOVA Industrial, INNEOVA Automotive,\nINNEOVA Engineering, Autozone (S) and INNEOVA Malaysia. A description of our principal subsidiaries is set out below:\n\n \n\n**INNEOVA\nGroup**\n\n \n\nINNEOVA\nGroup is a company incorporated in the British Virgin Islands, which is the parent entity of INNEOVA Industrial, INNEOVA Automotive,\nINNEOVA Engineering and INNEOVA Malaysia.\n\n \n\n**INNEOVA\nIndustrial**\n\n \n\nINNEOVA\nIndustrial, a Singapore company wholly-owned by INNEOVA Group, mainly supplies a wide range of components and spare-parts for internal\ncombustion engines with strong focus on filtration products. The sectors served include marine, energy, mining, construction, agriculture,\nagriculture, and oil and gas industries. Our products are sourced from genuine OEM and global premium brands to suit the diverse needs\nof our customers.\n\n \n\n**INNEOVA\nAutomotive**\n\n \n\nINNEOVA\nAutomotive, a Singapore company wholly-owned by INNEOVA Group, which has taken over the retail business in Singapore from Autozone\n(S) and mainly supplies genuine OEM and aftermarket spare parts to customers through the Autozone (S) retail outlets located in\nSingapore and the distribution company in Malaysia. Our five (5) Autozone (S) retail outlets are conveniently located in vicinity of\nmajor automotive hubs in Singapore.\n\n \n\nWe\nsupply a wide range of automotive genuine and aftermarket spare parts for use in passenger and commercial on-highway vehicles. The automotive\ngenuine and aftermarket spare parts supplied by us bear either the manufacturer’s brands or our in-house brands.\n\n \n\n**INNEOVA\nEngineering**\n\n \n\nINNEOVA\nEngineering, a Singapore company wholly-owned by INNEOVA Group, s an engineering solutions provider offering system lifecycle analysis\nand turnkey solutions across transport, healthcare, defence, utilities, and facility management. The company delivers integrated services—including\ncooling systems, flow management, and fleet maintenance - all designed to maximise asset uptime and longevity through innovation, reliability,\nand sustainability across Asia. Committed to optimising total cost of ownership (TCO) and future-proofing essential infrastructure, INNEOVA\nEngineering ensures operations remain resilient from concept to maintenance.\n\n \n\n**Autozone\n(S)**\n\n \n\nAutozone\n(S) is a Singapore company and wholly-owned subsidiary of INNEOVA Automotive. The retail business of Autozone (S) has been taken over\nby INNEOVA Automotive. As such, our retail On Highway Business in Singapore is conducted through INNEOVA Automotive under the trademark\n“INNEOVA.”\n\n \n\n**INNEOVA\nMalaysia**\n\n \n\nINNEOVA\nMalaysia, a Malaysian company and a wholly-owned subsidiary of INNEOVA Group, is a modern automotive spare parts distribution company\nwith a wide selection of automotive spare parts and lubricants catering to the needs of our customers. INNEOVA Malaysia also distributes\nits own in-house brand products under the brand names of REV-1 and VETTO.\n\n \n\n**BUSINESS\nOPERATIONS**\n\n \n\n**Overview**\n\n \n\nWe\nare in the business of distributing automotive and industrial spare parts with operations primarily based in Singapore, and global sales\nprimarily generated from the Middle East and Malaysia. We have over 40 years of experience in supplying genuine and aftermarket spare\nparts to on-highway automotive applications. Over the years, we have extended our reach to supply our products to off-highway applications\nin the marine, energy, mining, construction, agriculture, and oil and gas industries.\n\n \n\nOur\nbusiness is comprised of On-Highway Business serving the automotive sector and Off-Highway Business primarily servicing the marine, energy,\nmining, construction, agriculture, and oil and gas sectors.\n\n \n\n18\n\n \n\n \n\nFor\nthe financial year ended December 31, 2025, our total revenue reached approximately $58.4 million and our On-Highway automotive, Off-Highway\nindustrial and Engineering services accounted for approximately 42.0%, 50.2% and 7.8% of our total revenue, respectively.\n\n \n\nFor\nthe financial year ended December 31, 2024, our total revenue reached approximately $62.7 million and our On-Highway automotive, Off-Highway\nindustrial and Engineering services accounted for approximately 41.2%, 51.8% and 7.0% of our total revenue, respectively.\n\n \n\n**On-Highway\nBusiness Segment**\n\n \n\nWe\nsupply genuine and aftermarket spare parts to customers through our Autozone retail outlets located in Singapore, as well as\nMalaysia. Our five (5) Autozone (S) retail outlets are conveniently located in vicinity of major automotive hubs in Singapore.\nSimilarly, our INNEOVA Malaysia distribution point is strategically located in Kuala Lumpur, Malaysia. Our Group is not affiliated\nwith the U.S. based Autozone, Inc. auto parts retailer.\n\n \n\nWe\nsupply a wide range of genuine and aftermarket parts for use in passenger and commercial vehicles. The genuine and aftermarket spare\nparts supplied by us bear either the manufacturer’s brands or our in-house brands.\n\n \n\nThe\nsupply of genuine and aftermarket parts for our On-Highway Business represented approximately 42.0% and 41.2% of our total revenue for\nthe financial years ended December 31, 2025 and 2024, respectively.\n\n \n\nFor\nfurther details, please refer to the paragraphs headed “Our Products” and “On-Highway Business – Automotive Spare\nParts” in this section.\n\n \n\n**Off-Highway\nBusiness Segment**\n\n \n\nWe\nsupply a wide range of components and spare parts for internal combustion engines with a strong focus on filtration products through\nINNEOVA Industrial. These industries include marine, energy, mining, construction, agriculture, and oil and gas industries. Our products\nare sourced from genuine and global premium brands to suit the diverse needs of our customers.\n\n \n\nThe\nrevenue from our Off-Highway Business accounted for approximately 50.2% and 51.8% of our total revenue for the financial years ended\nDecember 31, 2025 and 2024, respectively.\n\n \n\nFor\nfurther details, please refer to the paragraphs headed “Our Products” and “Off-Highway Business Industrial Spare Parts”\nin this section.\n\n \n\n**Engineering\nServices Segment**\n\n \n\nWe\nas an engineering solutions provider offering system lifecycle analysis and turnkey solutions across transport, healthcare, defence,\nutilities, and facility management.\n\n \n\nThe\nrevenue from our Engineering services accounted for approximately 7.8% and 7.0% of our total revenue for the financial years ended December\n31, 2025 and 2024, respectively.\n\n \n\nFor\nfurther details, please refer to the paragraphs headed “Our Products” and “Engineering Services” in this section.\n\n \n\n**OUR\nPRODUCTS**\n\n \n\n**On-Highway\nBusiness – Automotive Spare Parts**\n\n \n\nWe\nsupply a wide range of on-highway automotive spare parts to our customers, as detailed in the table below. We sell branded spare parts\nsupplied by our manufacturers, which includes both OEMs and manufacturers of third party “name brand” components, and also\nsell our own in-house brands for on-highway automotive spare parts. The revenue of our products generated from on-highway automotive\nspare parts represented approximately 42.0% and 41.2% of our total revenue for the financial years ended December 31, 2025 and 2024,\nrespectively.\n\n \n\n19\n\n \n\n \n\nThe\ndetails of the branded products we sell are as follows:\n\n \n\n**Categories**\n** **\n**Examples\nof parts and accessories**\n** **\n**Key\nbrands**\n\nGenuine\nOEM parts\n \nAll\ncomponents\n \nIsuzu,\nHino, UD Trucks, Fuso, Toyota, Honda, Mazda, Nissan, Mitsubishi, Hyundai, Kia\n\nEngine\nparts\n \nPistons,\npiston rings, piston liners, engine bearings, engine valves, and gaskets\n \nTeikin,\nNPR, NDC, Daido, N-Rocky, Fuji Oozx, Marusan\n\nChassis\nparts\n \nAir\ndryers, air masters, clutch boosters, brake pads and shoes, brake linings, disc rotors, king pin kits, clutch and brake cylinders,\nand universal joints\n \nBPW,\nBosch, FERODO, JFBK, REMSA, ROAD HOUSE, FIC, MRK, TBK, TOYO, GMB, WABCO\n\nWear\nand tear parts\n \nHorns,\nbulbs, brake fluids, spark plugs, coil beltings, wipers, water pumps, radiators and hoses\n \nFlosser,\nHI-LUX, KWM, DENSO, NWB, GATES, CHAMPION\n\nBody\nparts\n \nBumpers,\nfenders, grilles, panels, steps, lamps, and mirrors\n \nDOSSUN,\nDEPO, LY\n\n \n\nIn\naddition, we supply automotive spare parts and lubricants for use in passenger and commercial vehicles under our in-house brands. Examples\nof our key in-house brands are VETTO, REV-1, FILTEQ and ENERGEO.\n\n \n\n**Off-Highway\nBusiness – Industrial Spare Parts**\n\n \n\nWe\nspecialize in the supply of components, lubricants and industrial spare parts for internal combustion engines with a strong focus on\nfiltration products in various sectors such as the marine, energy, mining, construction, agricultural, and oil and gas industries.\n\n \n\nThe\ndetails of our products in relation to off-highway industrial spare parts are as follows:\n\n \n\n**Categories**\n** **\n**Examples\nof parts and accessories**\n** **\n**Key\nbrands**\n\nFilters\n \nAir\nfilters, oil filters, fuel filters, water filters, hydraulic filters, coolants, additives, air intake and exhaust products, filter\nhousings, and cold weather aids\n \nFleetguard,\nBaldwin, Donaldson, MANN-FILTER, Hengst, Racor, Griffin, Separ, VIC and FILTEQ\n\nLubricants\n \nEngine\noil, hydraulic oil, transmission oil, auto transmission fluids, brake fluids, greases, and coolants\n \nValvoline,\nMobil, Caltex, Castrol, Shell\n\nBatteries\n \nDry\ncharged, maintenance free, deep cycle, and traction batteries\n \nFujiya,\nENERGEO\n\nSpare\nparts\n \nEngine\nand peripheral parts, transmission and peripheral parts, power train parts, hydraulic parts, undercarriage parts, and ground engaging\ntools\n \nCummins,\nCaterpillar, Komatsu, Perkins, Detroit Diesel, MTU, Volvo, FP Diesel\n\n \n\nThe\nrevenue of our products generated from off-highway industrial spare parts represents approximately 50.2% and 51.8% of our total revenue\nfor the financial years ended December 31, 2025 and 2024, respectively.\n\n \n\n**Engineering**\n\n \n\nWe\nspecialize in engineering solutions provider offering system lifecycle analysis and turnkey solutions across transport, healthcare, defence,\nutilities, and facility management.\n\n \n\nThe\ndetails of our product in relation to engineering is as follows:\n\n \n\n**Categories**\n** **\n**Examples\nof parts and accessories**\n** **\n**Key\nbrands**\n\nLubricants\n \nTransmission\noil\n \nAllison\nTransmission\n\nGearbox\n \nTransmission\n\n \nAllison\nTransmission\n\nSpare\nparts\n \nTransmission\nparts\n \nAllison\nTransmission\n\n \n\nThe\nrevenue of our products generated from engineering services represents approximately 7.8% and 7.0% of our total revenue for the financial\nyears ended December 31, 2025 and 2024, respectively.\n\n \n\n**Product\nDevelopment**\n\n \n\nFor\nour in-house brand development, we work directly with manufacturers and strategic partners in developing our in-house products and obtaining\nInternational Organization for Standardization (the “ISO”) certification for our products. We also work with manufacturers\nto understand their product development in order to expand our offerings, such as expanding into the life science and environmental sector\nby carrying new products developed by our suppliers.\n\n \n\n**Our\nGroup’s Policy on the Quality Control of Our Products**\n\n \n\nWe\nemphasize the quality of our products, and we believe our Group has established a reputation of being a reliable supplier of excellent\nproducts at competitive prices.\n\n \n\nWe\nhave strict protocols in place to help ensure that our products only originate from reliable and quality sources, such as conducting\nbackground reviews on our manufacturers and partners, confirming the ISO certifications of Original Equipment Manufacturer(s) (“OEM”),\nand customer back-to-back production order agreements, whereby the products are made on demand upon submission of a customer order. In\naddition, we regularly visit and inspect the contract manufacturers of our in-house brands to make certain the quality of the same.\n\n \n\n20\n\n \n\n \n\nFurther,\nonce our ordered products are delivered by our suppliers or contracted manufacturers to our warehouses and stores, we conduct inspections.\nAny product which fails the inspection is rejected and returned to our suppliers or contracted manufacturers for replacement or rectification.\nIn the event any rejected product is not returned due to shipping costs or any other reason, our suppliers or contracted manufacturers\ncompensate us through the provision of discount or credit notes for our future orders.\n\n \n\nPrior\nto the packing and delivery of our products to our customers, we perform another round of quality control inspection to ensure that our\nproducts comply with the required specifications and quantities ordered.\n\n \n\n**OUR\nCUSTOMERS**\n\n \n\nOur\ncustomers comprise mainly resellers such as distributors and dealers of automotive or industrial spare parts, workshops, shipyards, end-users\nand fleet owners. These resellers consist mainly of wholesalers who subsequently sell our products to retailers, other resellers, end-users\nor workshops. They purchase genuine spare parts, OEM and/or aftermarket spare parts from us.\n\n \n\nWe\ndo not typically enter into long term agreements with our customers and instead seek to retain existing customers by providing a quality\nproduct at a fair price with responsive customer service. We actively maintain close relationships with our existing customers, while\nconstantly sourcing for potential new customers. While in the past we have had higher customer concentration, we believe that our future\nbusiness and profitability are not dependent on any single customer or any particular industrial, commercial or financial contract with\nany customer. Our customers are independent and none of our Directors or shareholders have any pecuniary or related party interest in\nsuch customers.\n\n \n\nThe\nrevenue attributable to our five (5) largest customers, which can vary from year-to-year, collectively accounted for approximately\n21.3% and 22.4% of our revenue for the financial years ended December 31, 2025 and 2024 respectively. For the financial years ended\nDecember 31, 2025 and 2024, we had one (1) largest customer that accounted for approximately 7.3% and 5.5% of our total revenue.\nOur customer orders fluctuate and we do not anticipate that this or any single customer will necessarily account for more than 10.0%\nof our revenues going forward.\n\n \n\nOur\ndomestic revenue totaled approximately $27.1 million and $26.2 million or approximately 46.4% and 41.8% of our total revenue\nfor the financial years ended December 31, 2025 and 2024, respectively. Meanwhile, our export revenue totaled approximately $31.3 million\nand $36.5 million, or approximately 53.6% and 58.2% of our total revenue for the financial years ended December 31, 2025\nand 2024, respectively.\n\n \n\n**Customer\nInquiries**\n\n \n\nWe\nhave a highly systematic sales process where our sales, customer service and warehouse staff work in close concert to provide seamless\nservice to our customers. The sales process and specific methods of interactions with customers is described in below in “Sales\nand Marketing – Sales Workflow.”\n\n \n\n21\n\n \n\n \n\n**REAL\nPROPERTY**\n\n \n\nA\ndescription of our leased real properties is below:\n\n \n\nLocation \nUsage \nLease period end  \nMonthly Rent \n\n**Area**\n\n**(est. sq. ft.)**\n \n\n  \n  \n   \n  \n  \n\n37 Defu Lane 10,\n#01-77, Defu\nIndustrial Estate,\nSingapore 539214 \nSorting and repacking of automotive spare parts \n December 15, 2026  \nS$\n\nYear 1: 2,045.29\n\nYear 2: 2,231.22\n\nYear 3: 2,322.65\n  \n 1,103.30 \n\n37 Defu Lane 10\n#02-77, Defu\nIndustrial Estate,\nSingapore 539214 \nSorting and repacking of automotive spare parts \n February 15, 2027  \nS$\n\nYear 1: 1,492.81\n\nYear 2: 1,628.52\n\nYear 3: 1,851.15\n  \n 1,103.30 \n\n37 Defu Lane 10\n#01-79, Defu\nIndustrial Estate,\nSingapore 539214 \nAssembling, packing and distribution of automotive spare parts and min storage of lubricant and engine oil \n August 29, 2028  \nS$\n2,576.85  \n 1,103.30 \n\nUnit #02-08/09\nCarros Centre, 60\nJalan Lam Huat,\nSingapore 737869 \nStorage of automotive-related parts and automotive workshop services \n February 29, 2028  \nS$\n4,924.83  \n 2,949.00 \n\n#01-228 Block 127\nBT Merah Lane 1,\nSingapore 150127 \nSale of motor spare parts and accessories \n February 29, 2028  \nS$\n2,800.00  \n 646.91 \n\n8 Defu South Street\n1 JTC Defu\nIndustrial City\n#03-27,\nSingapore 533758 \nManufacture and repair of separation/mixing equipment (e.g., filters, separators, mixers) \n January 3, 2029  \nS$\n\nYear 1: 31,888.60\n\nYear 2: 34,120.80\n\nYear 3: 36,509.26\n  \n 17,555.83 \n\n35 Loyang Way\n\nSingapore 508733 \nRepairing, servicing and testing of gearbox only \n October 31, 2050  \nS$\n37,905.03  \n 16,076.03 \n\n459 Punggol Road\n\nSingapore 546668 \nStaff accommodation \n December 31, 2026  \nS$\n\nYear 1: 3,800\n\nYear 2: 4,000\n  \n - \n\nNo. 76 Jalan SBC 8,\nTaman Sri Batu\nCaves 68100 Batu\nCaves Selangor,\nMalaysia \nSorting and repacking of automotive spare parts \n December 31, 2027  \nMYR\n10,000  \n 3,003.00 \n\n \n\n**Licenses\nand Permits**\n\n \n\nThe\nfollowing license and permit are material for our Group’s operations:\n\n \n\n**Description**\n** **\n**Issuing\nAuthority**\n** **\n**License/Permit\nNo.**\n** **\n**Commencement\nDate**\n** **\n**Expiry\nDate**\n** **\n**Issued\nto**\n\n \n \n \n \n \n \n \n \n \n \n \n\nPermit\nto store and use hazardous substances issued under the Environmental Protection and Management Act of Singapore\n \nNational\nEnvironment Agency of Singapore\n \nF0231P200218\n \nMarch\n2026\n \nMarch\n2031\n \nJimmy\nNeo, director of INNEOVA Industrial\n\nBusiness\nlicense for business office;\n\nmotor vehicle spare parts, accessories or machinery;\n\nnon-lighted advertisement board\n \nSelayang\nMunicipal Council of Malaysia\n \n202200008411\n \nJanuary\n2025\n \nDecember\n2026\n \nINNEOVA\nMalaysia\n\n \n\nWe\nintend to apply for the renewal of the above relevant license and permit prior to their respective expiry dates and based on past experience,\nour Directors do not foresee any commercial difficulties in renewing the licenses and permits of our Group.\n\n \n\n22\n\n \n\n \n\n**CERTIFICATIONS**\n\n \n\nWe\ncurrently hold the following certifications:\n\n \n\n**Relevant\nauthority/organization**\n** **\n**Recipient**\n** **\n**Relevant\nlist/category**\n** **\n**Qualification/\nLicense/Grading**\n** **\n**Date\nof grant/registration**\n** **\n**Date\nof expiry**\n\n \n \n \n \n \n \n \n \n \n \n \n\nWorkplace\nSafety and Health Council of Singapore\n \nINNEOVA\nAutomotive\n \nbizSAFE\n \nLevel\n3\n \nDecember\n18, 2024\n \nDecember\n17, 2027\n\nWorkplace\nSafety and Health Council of Singapore\n \nINNEOVA\nIndustrial\n \nbizSAFE\n \nLevel\n3\n \nJanuary\n2, 2025\n \nJanuary\n1, 2028\n\nSOCOTEC\nCertification International Singapore\n \nINNEOVA\nAutomotive\n \nQuality\nmanagement system\n \nISO\n9001:2015\n \nMay\n15, 2025\n \nMay\n14, 2028\n\n \n\nWe\nintend to apply for the renewal of the above relevant certifications prior to their respective expiry dates and based on past experience,\nwe do not foresee any material difficulties in renewing the certifications of our Group.\n\n \n\n**AWARDS**\n\n \n\nINNEOVA\nIndustrial was recently recognized with the following award in recognition of our performance and quality products and services.\n\n \n\n**Year**\n** **\n**Award**\n** **\n**Organized/Granted\nBy**\n** **\n**Recipient**\n\n \n \n \n \n \n \n \n\n2021\n \n2021\nEnterprise 50 Awards\n \nThe\nBusiness Times and KPMG\n \nINNEOVA\nIndustrial\n\n \n\n**COMPETITIVE\nSTRENGTHS**\n\n \n\n**We\nhave a wide range of products from reputable brands.**\n\n \n\nOur\nextensive range of products includes approximately 40,000 items of on-highway and off-highway products from reputable Japanese, European,\nKorean and American brands. Our customers are able to source a variety of products from us, typically shortening and facilitating their\nprocurement process. In addition, having an extensive range of products provides a platform for continuous growth in our business, allowing\nus to broaden our product range further. We believe that it would be difficult for a new entrant in the industry to easily replicate\nour product offerings as that would require substantial time, effort and working capital.\n\n \n\n**We\nbelieve we have an established track record and reputation of more than 40 years.**\n\n \n\nWe\nhave been committed to providing quality products and a high level of customer service to meet our customers’ needs. For the past\n40 years, we believe we have developed a reputation for providing consistent and reliable products and services to our customers.\n\n \n\n**We\nhave strong business relationships with our customers and suppliers.**\n\n \n\nWe\nview our customers as our long-term business partners and continuously strive to maintain close working relationships with each of them.\nWe have also built strong relationships with our suppliers, enabling us to provide a comprehensive range of products and services, which\nin turns allows us to fulfil our customers’ needs promptly.\n\n \n\n**We\nhave an experienced and committed management team.**\n\n \n\nOur\nmanagement team possesses extensive experience, substantial technical expertise and valuable and resourceful business relationships in\nthe industry of automotive and industrial spare parts. Our Executive Directors have more than 30 years of combined experience in the\non-highway automotive and off-highway industrial businesses and have been instrumental and the key to our success. Jimmy Neo, our Chief\nExecutive Officer, Edward Neo, our Deputy Chief Executive Officer, and CK Neo, our Chief Operating Officer, have been overseeing our\nGroup’s operations and business development and managing the relationships with our partners since they joined our Group over 25\nyears ago. We are ably supported by an experienced and dedicated management team and knowledgeable staff members who have been carefully\nselected due to their individual expertise in the industry or trained by our existing staff. In addition, our Executive Directors and\nExecutive Officers are actively involved in the day-to-day management and operational matters of the Group. Our executive teams typically\nmake prompt key management decisions, which enables us to respond to our customers’ requirements swiftly and efficiently.\n\n \n\n23\n\n \n\n \n\n**BUSINESS\nSTRATEGIES**\n\n \n\n**Market\nPenetration**\n\n \n\nIn\norder to deepen our presence in Asia Pacific, we plan to continue (i) developing and expanding our sales, whether by brick-and-mortar\nstores or e-commerce or strategic partner alliance, (ii) diversifying the range of products that we offer, and (iii) increasing the scope\nand the availability of our products.\n\n \n\nWe\nwork with strategic partners that have established warehouses or distribution centers in the markets that they operate in order to reduce\nthe lead times for our supply chains and improve the lead times for our deliveries and the availability of our products, which we believe\ngives us an edge over many of our competitors.\n\n \n\nWe\nseek like-minded strategic business partners to create business collaborations, joint ventures, or strategic business partnerships to\nbreak into new geographical markets or to expand our presence in the current markets.\n\n \n\n**Product\nLine Expansion & Diversification**\n\n \n\nWe\nwork closely with our partners in order to offer a wider range of products to meet the needs of our customers. Further, by developing\na strong relationship with our partners, we have been exposed to and engaged in new projects that have enabled us to branch out and diversify\ninto different industries.\n\n \n\n**Enhancement\nand Innovation of Digital Capability**\n\n \n\nWe\nare building and innovating our digital capabilities to drive this growth strategy in the following ways:\n\n \n\n \n●\nDigitize\nand streamline the work process by building an on-line platform, which is 24/7 platform that will allow customers to check availability\nand generate product orders completely online.\n\n \n●\nIntegrate\n3rd party platforms, such as a warehouse management system, and a fleet management system, to ensure the goods are delivered\non time by creating more efficient internal inventory control and delivery systems.\n\n \n●\nDevelop\nan e-commerce marketplace that includes detailed product descriptions including technical specifications where all of our customers\ncan view and buy our products. The products will then be delivered to through collaboration with local distribution services such\nas Lalamove, Ninja Van, and similar last mile delivery service providers that can help expand the reach and efficiency in distributing\nour products in a cost-effective manner.\n\n \n\n**Develop\nWarranty and Service Suite Offerings**\n\n \n\nWe\nare exploring the creation of a new arm of business, where we provide warranty and after-sales services, and/or maintenance, and expand\nour repair and overhaul services, which would complement our current business segments that are primarily focused on the sale of products.\nAt this time, we are seeking to develop this capability within our Company using existing personnel and resources, and will hire additional\nqualified employees, as needed, to provide the service work as this business expands. There are currently no ongoing negotiations with\npotential customers in these areas or any contracts that have been signed to date with potential business partners who would assist in\nthe provision of these services. We have been awarded service contracts in the LSE sector to provide ongoing service and maintenance\nof hospital equipment. We believe that there is more opportunity in this space to provide direct services that will capitalize on our\nexisting customer base, and allow us to capture more customers on the service end.\n\n \n\n24\n\n \n\n \n\n**COMPETITION**\n\n \n\nThe\nOn-Highway Business and Off-Highway Business sectors are highly competitive, and there are many companies already serving these automotive\nand industrial sectors. However, we believe that the barrier to entry into these industries is relatively high due to heavy investment\ncosts, large inventory requirements and the need for a competitor to develop extensive customer and supplier networks. We believe we\nstand out from and are able to compete against the competition because of our established reputation as a reliable supplier of on-highway\nautomotive and off-highway industrial spare parts, the consistent quality of our products and services, our competitive pricing, and\nour strong relationships with our existing customers.\n\n \n\nWe\nbelieve that the following companies are our main competitors in the Singapore market:\n\n \n\n**Competitors**\n** **\n**Industry**\n\n \n \n \n\nKee\nBeng Filters (S) Pte Ltd\n \nIndustrial\n\nTye\nSoon Limited*\n \nAutomotive\n\nSPK\nSingapore Pte Ltd\n \nAutomotive\n\nGolden\nSpring Export Pte Ltd\n \nAutomotive\n\n \n\n*\nlisted\non the Mainboard of the Singapore Exchange Securities Trading Limited\n\n \n\nWe\nbelieve that these companies are our competitors as they provide a similar range of products and services and compete with us for the\nsame pool of customers. Because of the size and diversity of our industries, it is not possible to obtain independent statistics on the\nmarket shares captured by these individual companies in our industries. There is also no published or reliable statistics that can be\nused to accurately measure our market share.\n\n \n\nOur\nability to compete effectively depends on the selection and availability of our products to our customers, the location of our outlets,\nand our ability to deliver quality products and services at competitive prices to our customers in a timely manner. There is no assurance\nthat we will be able to compete effectively with existing industry players or new entrants. If our competitors are able to provide comparable\nproducts and services at more competitive prices or products with better quality and services than us, we may lose our customers to our\ncompetitors. In addition, our competitors may have, among other things, significantly higher service levels, more competitive pricing,\nlarger teams of professional staff, greater financial and technical resources, and/or better marketing strategies.\n\n \n\n**SALES\nAND MARKETING**\n\n \n\n**Our\nsales and marketing team**\n\n \n\nOur\nGroup’s sales and marketing activities are spearheaded by Jimmy Neo, our Chief Executive Officer, for the Off-Highway Business,\nand Edward Neo, our Deputy Chief Executive Officer, for the On-Highway Business. Both Jimmy Neo and Edward Neo are responsible for the\nformulation and planning of sales and marketing strategies and activities for their respective business segments and for the general\nbusiness development activities of our Group as a whole.\n\n \n\nAdditionally,\nour sales managers visit and teleconference with our existing and potential customers periodically (in person and remotely) to understand\ntheir needs for new orders, obtain their feedback regarding our products, as well as to familiarize ourselves with current market trends\nand consumer preferences. The sales managers are in turn supported by customer service staff. Our products and services are marketed\nand sold through our retail outlets, wholesale, and e-commerce websites (such as Lazada, Carousell, and Qoo10).\n\n \n\n25\n\n \n\n \n\nThe\nsales and marketing teams are actively involved in the marketing and retail of our products and services to existing and new customers.\nIn particular, our sales and marketing teams apprise our customers of any promotion or launch of a new product range by our partners\nor by our Group. Additionally, the sales and marketing teams are responsible for generating new customer accounts, managing relationships\nwith existing customers, and generating and concluding sales and contracts. They also attend to customers’ inquiries and submit\ntimely sales estimates according to their specifications and requirements. In order to understand our customers’ needs, we communicate\nand follow up to ensure smooth and timely delivery.\n\n \n\n**Our\nsales and marketing activities**\n\n \n\nWe\ncarry out specific marketing activities to acquire new customers and to promote our products to existing customers, as follows:\n\n \n\n \n●\nDirect\nsales and marketing\n\n \n\nOur\ndirect sales and marketing activities involve maintaining regular contact with our customers through meetings and site visits with both\nnew and existing customers. During these meetings and site visits, our sales teams conduct direct marketing pitches and provide updates\nto our customers on our new products and the industry trends and technology. As such, we obtain feedback about our products and services,\nfamiliarize ourselves with market trends in order to meet the needs of our customers and further develop our product design and development\nteams. Additionally, an integral part of our after-sales service and customer support is following up with our customers. We believe\nthat maintaining communication is key to allowing us to be better understand our customers’ needs.\n\n \n\n \n●\nTrade\nfairs and exhibitions\n\n \n\nThese\nevents serve as a platform for us to network, provide an opportunity for us to enhance sales, and raise brand awareness by marketing\nour products and services as well as to gather industry knowledge on the products and services of our competitors. Further, these events\nprovide a valuable opportunity for us to reconnect with existing customers and meet prospective customers. We also participate, as one\nof the exhibitors, by showcasing the products that we supply in overseas trade fairs and exhibitions.\n\n \n\n \n●\nSponsorship\nof events\n\n \n\nWe\nsponsor events such as car racing in Thailand to increase awareness of our in-house brands such as REV-1 and VETTO, in which the sponsored\nracing cars display posters of our in-house products. Additionally, we organize marketing campaigns in which our commercial vehicles\nare used for deliveries, for example, that display posters of our in-house products to increase brand and product awareness.\n\n \n\nWe\nalso participate in community projects and charity events, through donations and sponsorships such as the UOB Heartbeat Programme, as\npart of our marketing activities. We believe that through event sponsorships, we can leverage the power of collective credibility and\ncreate brand visibility to a larger audience. Further, as these events cater to niche audiences or member organizations, they provide\nanother valuable opportunity for us to engage with our target markets.\n\n \n\n \n●\nAdvertisements\nand media publicity\n\n \n\nWe\nconduct, through our Group’s websites, promotion campaigns for our products and services for each business segment and for our\nin-house brands. Our customers are able to browse our webpages to view the range of products offered by us and contact us directly for\ntheir needs.\n\n \n\n26\n\n \n\n \n\n**Sales\nWorkflow**\n\n \n\nGenerally,\npotential customers will approach us either through our customer service staff contact line or by patronizing our retail outlets to inquire\nabout the price and availability of our products. We have a strict sales order policy to ensure that the sales orders that have been\nquoted and agreed to by the potential customer are complete and consistently prepared to our standards. The sales staff will prepare\nan estimate that takes into account, among other things, the product item, the brand of the product, the price of the product, credit\nand payment terms, and the mode of shipment. We facilitate the delivery of the products that are purchased locally, and for products\nthat require export shipment, the quotation will reflect the appropriate shipping terms used for that purchase. At times, we do provide\na discount ranging from 1% to 5% of the estimate if deemed necessary to stay competitive and to attract new and retain returning customers.\n\n \n\nOur\nwarehouse staff then packs and prepares the products for local delivery or export shipment. Our warehouse staff will also conduct stringent\nreview and inspection of these products checking for quality, specifications, and any defect, in accordance with the requirements as\nstated in our relevant purchase contracts. Upon receiving confirmation of the mode of payment (that is either by cash on delivery or\nadvance payment by the customer), our customer service staff will coordinate the delivery of the products with our internal delivery\nstaff or with the courier service provider for products that are to be delivered locally, or with the appointed freight forwarder for\nexport shipment. Thereafter, our customer service staff will forward the relevant shipping documents including commercial invoices, packing\nlists and bills of lading and/or airway bills to our customers by way of an email.\n\n \n\n**CREDIT\nPOLICIES**\n\n \n\nOur\nGroup adopts several credit policies, accompanied by a rigorous review system, to ensure consistent application of credit policies are\napplied, which are as follows:\n\n \n\n**Credit\nEvaluation Policy for Our Group’s Potential Customers**\n\n \n\nWe\nhave protocols in place for evaluating the credit of any of our Group’s potential customers (the “Potential Customer”).\nThe Potential Customer first makes a request to a sales manager, whether in writing or otherwise, for a credit term and credit limit.\nThe sales manager proposes a credit term, credit limit and shipment mode for the Potential Customer (the “Evaluation Proposal”)\nafter a thorough assessment and evaluation of the Potential Customer’s risk profile, which includes a review of the Potential Customer’s\nbusiness profile, track and payment record, creditworthiness, financial strengths, secured orders, and corporate and management structures.\nThereafter, the Evaluation Proposal is evaluated by the sales manager’s immediate supervisor or the head of the sales department.\nIf the Evaluation Proposal is approved, whether on any additional term and condition or otherwise, the relevant sales manager and/or\ncustomer service support personnel ensures adherence to the agreed upon terms, monitors for compliance to said terms, and seeks to rectify\nany breaches of the agreed upon terms.\n\n \n\nAt\nthe end of each of our Group’s financial year, our Group’s respective accounts departments produce a list of our customer\nprofiles and their respective credit terms, credit limits, history of sales and payments received for review by the relevant immediate\nsupervisors and/or the heads of the respective accounts departments. This review helps ensure that the criteria used for analyzing creditworthiness\nare typically effective and allows for any necessary amendments and/or adjustments to credit terms granted.\n\n \n\n**Credit\nRequest Policy for our Group’s vendors**\n\n \n\nFor\nour vendors (the “Vendors”), our Group’s purchaser (the “Purchaser”) similarly evaluates and must get approval\nfrom an immediate supervisor or head of department, regarding credit proposals to Vendors setting forth credit term, credit limit, and\nmode of purchase (the “Request Proposal”). Request Proposals are compiled by reviewing business profiles, prior purchasing\nand payment records, creditworthiness, financial strengths, secured orders, and corporate and management. Should the Request Proposal\nbe approved by the Vendor, whether as is or modified, the Purchaser ensures that the terms of the Request Proposal are followed, and\nregularly monitors for compliance.\n\n \n\nAt\nthe end of the financial year, our Group’s respective accounts departments produce a list of Vendor profiles and respective Vendors’\ncredit terms, credit limits, history of sales and payments remitted for review by the relevant immediate supervisors and/or the heads\nof the respective accounts departments. If any amendments or adjustments seem necessary, the Purchaser shall seek to modify the terms\ndirectly with the Vendor.\n\n \n\n27\n\n \n\n \n\n**Credit\nNote Policy**\n\n \n\nIn\nthe event that Potential Customers are deemed to be eligible to receive credit notes, the relevant accounts and/or customer service support\npersonnel to submit an application for a credit note, together with the relevant supporting documents, to his or her immediate supervisor\nor head of department for review and approval (the “Application”). Should the Application be approved, whether as submitted\nor amended, the relevant accounts personnel issues the credit note to the Potential Customer, and, together with the customer service\nsupport personnel seek to seamlessly ensure that the Potential Customer adheres to the credit note terms in accordance with our Group’s\npolicy on debts collection management, and oversee the accounts receivable of the Potential Customer for any outstanding debts and/or\namounts owed by the Potential Customer.\n\n \n\n**INTELLECTUAL\nPROPERTY**\n\n \n\nOur\nintellectual property rights are important to our business. As of the date of this Annual Report, we have registered 23 trademarks in\nSingapore and one (1) trademark under the Madrid Protocol in Australia.\n\n \n\nAlthough\nour intellectual property is important to business operations and is a valuable asset, we do not believe that any single trademark is\ncritical to the success of our business as a whole.\n\n \n\nAs\nof the date of this Annual Report, we are not involved in any intellectual property proceedings, and we have not received notice of any\nclaim of infringement of any intellectual property right that may be threatened or pending, in which we may be involved either as a claimant\nor respondent.\n\n \n\n**EMPLOYEES**\n\n \n\nAs\nof December 31, 2025, we employed a total of 162 persons (of which 146 were located in Singapore and 16 were located in Malaysia). Our\nemployees are not covered by collective bargaining agreements. We believe that we implement fair labor practices and generally maintain\ngood employee relations and have not experienced high employee turnover historically.\n\n \n\n**INSURANCE**\n\n \n\nWe\nmaintain property insurance policies covering our equipment and facilities in accordance with customary industry practice. We carry occupational\nwork injury, and medical insurance for our employees in compliance with applicable regulations. We also take out product liability insurance\ncovering our in-house brand REV-1 products, and business liability insurance covering our business in general. In addition, we carry\n“key person” insurance for Jimmy Neo, Edward Neo and CK Neo through Soon Aik Global Pte Ltd. We will continue to review and\nassess our risk portfolio and make necessary and appropriate adjustments to our insurance practices to align with our needs and with\nindustry practice in Singapore, in Malaysia and in the markets in which we operate.\n\n \n\n**LITIGATION\nAND OTHER LEGAL PROCEEDINGS**\n\n \n\nAs\nof the date hereof, we are not a party to any significant proceedings.\n\n \n\n**REGULATORY\nENVIRONMENT**\n\n \n\nAs\na company with operations primarily in Singapore, we are subject to extensive regulatory and legal requirements applicable to running\nour business. This overview is provided as general information only and is not intended to be a substitute for professional advice. You\nshould consult your own advisers regarding the implication of the laws and regulations of Singapore on our business and operations. Violations\nof the laws and regulations typically result in the imposition of substantial monetary fines, in addition to the cost of remediation,\nsubsequent fines for failure to promptly remediate such failure, and in some cases, imprisonment. We are also subject to regulations\non our operations in Malaysia that are typical for a business with employees, including but not limited to employment law and taxes.\n\n \n\n28\n\n \n\n \n\n**Laws\nand regulations relating to our business in Singapore**\n\n \n\nOur\nbusiness operations are not subject to any special legislation or regulatory controls other than those generally applicable to companies\nand businesses incorporated and/or operating in Singapore. Below is an overview of the regulations that impact our business.\n\n \n\n**Environmental\nPublic Health Act 1987**\n\n \n\nThe\nEnvironmental Public Health Act 1987 of Singapore (the “EPHA”) is administered by the National Environment Agency (the “NEA”)\nand regulates, among other things, health requirements for buildings and public nuisances. Examples of matters covered by the EPHA are\nany factory or workplace deemed unclean, conditions relating to the breeding of flies or mosquitoes, and any premises or part of the\npremises of such construction or in such a state as to be dangerous.\n\n \n\n**Environmental\nProtection and Management Act 1999**\n\n \n\nRegulations\nrelating to pollution control in Singapore through the regulation of the possession, control, storage, use and disposal of hazardous\nsubstances. Further, detailed records regarding the quantity, use and other information must be provided and updated, and persons authorized\nto store hazardous substances must ensure that agents and employees have received instruction and training to enable them to understand\nthe nature of the dangers of all hazardous substances being stored, and the emergency action plan to be implemented in the event of any\naccident involving any such substances.\n\n \n\nINNEOVA\nIndustrial has a permit granted by the NEA to store and use one hazardous substance in the prescribed quantity and for the specific purpose.\n\n \n\n**Workplace\nSafety and Health Act 2006**\n\n \n\nRegulations\nto ensure that every employer has the duty to take practicable measures to ensure the safety and health of its employees at work, which\nmeasures include providing and maintaining a safe work environment, safety protocols, developing and implementing procedures for dealing\nwith emergencies and ensuring that the employees have adequate instruction, information, training and supervision. The relevant regulatory\nbody is the Ministry of Manpower (the “MOM”).\n\n \n\nPursuant\nto the Workplace Safety and Health (Noise) Regulations 2011 of Singapore, the occupier of a workplace must take reasonably practicable\nmeasures to reduce or control or limit the exposure of time to noise from any machinery or equipment used or from any process, operation\nor work carried out in the workplace, so that no person at work in the workplace is exposed or likely to be exposed to excessive noise.\n\n \n\n**Work\nInjury Compensation Act**\n\n \n\nThe\nWork Injury Compensation Act 2019 of Singapore (the “WICA”), which is administered by the MOM, applies to all employees who\nare engaged under a contract of service or apprenticeship with an employer regardless of their level of earnings, and certain subcontractors,\nand provides medical expense coverage and other compensation for work related accidents or deaths. Under the WICA, every employer is\nrequired to insure and maintain insurance under approved policies unless specifically exempted, and is required to maintain work injury\ncompensation insurance for all employees engaged in manual work.\n\n \n\n**Employment\nAct**\n\n \n\nThe\nEmployment Act 1968 of Singapore (the “Employment Act”) governs matters such as public holiday and sick leave entitlements,\nminimum days of annual leave, payment of salary and allowable deductions and release for wrongful dismissal, and also governs, among\nother things, working hours, overtime, rest days, holidays, payment of retrenchment benefit, priority of retirement benefit, annual wage\nsupplements and other conditions of work or service.\n\n \n\n29\n\n \n\n \n\n**Employment\nof Foreign Manpower Act**\n\n \n\nThe\nemployment of foreign employees in Singapore is governed by the Employment of Foreign Manpower Act 1990 of Singapore (the “EFMA”)\nand is regulated by the MOM. The EFMA prescribes the responsibilities and obligations of employers of foreign employees in Singapore.\nThe EFMA provides that no person shall employ a foreign employee unless the foreign employee has obtained a valid work pass from the\nMOM.\n\n \n\nIn\nSingapore, the type of work pass to be issued to a foreigner is contingent on, among other things, the type of work and salary being\nreceived by the foreigner in question, and their education level, professional qualifications and any special or technical skills they\nmay possess. In addition, the employment of foreign workers is also subject to sector-specific rules regulated by the MOM through the\nfollowing policy instruments: (a) business activity; (b) approved source countries; (c) the imposition of security bonds and levies;\nand (d) quota (or dependency ratio ceilings) based on the ratio of local to foreign workers.\n\n \n\n**Business\nactivity**\n\n \n\nTo\nbe considered to be under the services sector, a company must register that its principal business activity falls under one of the categories\nof business activities under the services sector provided by the MOM such as commerce (retail and wholesale trade). Separately, to be\nconsidered to be under the manufacturing sector, a company must meet certain requirements as provided by the MOM, such as having a valid\nfactory registration operating in a designated industrial setting, and ensure that the company continues to meet the requirements:\n\n \n\n**Approved\nsource countries**\n\n \n\nThe\napproved source countries for foreign workers in the services sector are Malaysia, the People’s Republic of China (the “PRC”),\nand North Asian sources (the “NAS”) countries. The minimum age for all non-domestic foreign workers is 18 and Malaysian foreign\nworkers must be under 58 years of age and non-Malaysian foreign workers must be under 50 years of age in order to apply for a work permit.\nIn respect of the manufacturing sector, all workers can only work up to 60 years of age.\n\n \n\nThere\nis a list of requirements that we must abide by when hiring foreign workers, depending on the age, experience and country of origin of\nthe foreign worker, and there are caps on the maximum number of years that various categories of foreign employees can be employed in\nSingapore, thus limiting the number of foreign workers we can use to run our business.\n\n \n\n**Required\nsafety courses**\n\n \n\nFor\nthe manufacturing sector, foreign workers who handle metals and machinery in the metalworking industry, such as certain of our foreign\nworkers, must take a Metalworking Safety Orientation Course or an Apply Workplace Safety and Health in Metal Work course before their\nwork permits can be issued, and such courses may be conducted by either the Occupational Safety and Health Training and Promotion Centre\nor other training institutions approved by the Chief Inspector appointed by the MOM.\n\n \n\n**Central\nProvident Fund Act**\n\n \n\nThe\nCentral Provident Fund (the “CPF”) system is a mandatory social security savings scheme funded by contributions from employers\nand employees, pursuant to which an employer is obliged to make CPF contributions for all employees who are Singapore citizens or permanent\nresidents who are employed in Singapore by an employer, with limited exemptions.\n\n \n\n**Customs\nregulations**\n\n \n\nGoods\nexported from Singapore are regulated under the Customs Act 1960 of Singapore (the “Customs Act”). To export goods from Singapore,\nthe exporter is required to declare the goods to Singapore Customs, a department under the Ministry of Finance, which is the lead agency\nfor trade facilitation and revenue enforcement. The Singapore Goods and Services Tax (the “GST”) is not levied on goods exported\nfrom Singapore. A Customs export permit is required for, among other things, the export of locally manufactured goods or local GST paid\ngoods, the export of goods from free trade zones, dutiable goods from licensed warehouses and non-dutiable goods from a zero-rated warehouse.\n\n \n\n30\n\n \n\n \n\n**Intellectual\nproperty rights**\n\n \n\nThe\nprotection of industrial designs is provided for under the Registered Designs Act 2000 of Singapore. Inventions are protected in\nSingapore under the Patents Act 1994 of Singapore and may be registered either through a domestic application filed with the\nRegistry of Patents within the Intellectual Property Office of Singapore (the “IPOS”) or an international application\nfiled in accordance with the Patent Cooperation Treaty, with the Registry of Patents acting as the receiving office for the\napplication. Trademarks may be protected both under the Trade Marks Act 1998 of Singapore (the “TMA”) and under common\nlaw. These two (2) systems are independent of each other. Protection under the TMA is conditional upon registration of the trademark\nwith the Registry of Trade Marks within the IPOS."}