{"url_path":"/sec/iotr/10-k/2026/item-16g","section_key":"item-16g","section_title":"Item 16G CORPORATE GOVERNANCE**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-07","source_url":"https://www.sec.gov/Archives/edgar/data/1997637/0001213900-26-075976-index.html","accession_number":"0001213900-26-075976","cik":"0001997637","ticker":"IOTR","issuer_name":"iOThree Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1997637/0001213900-26-075976-index.html","primary_entity_key":"0001997637","primary_entity_name":"iOThree Ltd"},"word_count":502,"has_tables":true,"body_markdown":"**ITEM 16G. CORPORATE GOVERNANCE**\n\n \n\nWe are incorporated in the Cayman Islands and\nour corporate governance practices are governed by applicable laws of Cayman Islands and our memorandum and articles of association. In\naddition, since the Ordinary Shares are listed on Nasdaq, we are subject to Nasdaq’s corporate governance requirements.\n\n \n\nAs of the date of this Annual Report, we are a\n“controlled company” within the meaning of the Nasdaq Listing Rules because approximately 96.89% of the voting power of our\nsecurities for the election of directors is held by our founder, Chairman and Chief Executive Officer, Mr. Eng Chye Koh, through his beneficial\nownership of Class A shares and Ordinary Shares. As a result, we qualify for exemptions from certain Nasdaq corporate governance requirements,\nincluding, without limitation (i) the requirement that the board of directors is comprised of a majority of independent directors; (ii)\nthe requirement that the compensation of our officers be determined or recommended to our board of directors by a compensation committee\nthat is comprised solely of independent directors, and (iii) the requirement that director nominees be selected or recommended to the\nboard of directors by a majority of independent directors or a nominating and corporate governance committee comprised solely of independent\ndirectors. We have not relied on any of these “controlled company” exemptions.\n\n** **\n\n82\n\n \n\n** **\n\nIn addition, as a foreign private issuer, Nasdaq\nListing Rule 5615(a)(3) permits us to follow home country practices in lieu of certain requirements of Listing Rule 5600, provided that\nwe disclose in our annual report filed with the SEC each requirement of Rule 5600 that we do not follow and describe the home country\npractice followed in lieu of such requirement.\n\n \n\nWe are currently following some Cayman corporate\ngovernance practices in lieu of Nasdaq corporate governance listing standards as follows:\n\n \n\n \n●\nWe are not required to seek shareholders’ approval of any issuance of securities in connection with a transaction other than a public offering where such transaction involves the issuance of securities representing more than 20% of or more of the voting power outstanding before the issuance at a price lower than the “Minimum Price”, in lieu of the corporate governance requirements of Nasdaq Listing Rule 5635(d) with respect to shareholder approval.\n\n \n\n \n●\nWe are not required to seek shareholders’ approval for the establishment of or any material amendments to our equity compensation plans in lieu of the corporate governance requirements of Nasdaq Listing Rule 5635(c) with respect to shareholder approval.\n\n \n\n \n●\nWe are not required to seek shareholders’ approval for the issuance of securities to external consultants, in lieu of the corporate governance requirements of Nasdaq Listing Rule 5635(c) with respect to shareholder approval.\n\n \n\n \n●\nWe are not required to hold annual shareholders’ meetings.\n\n \n\nOur Cayman counsel has provided relevant letters\nto Nasdaq certifying that under Cayman law, we are not required to seek shareholders’ approval in the above circumstances. In the\nfiscal year ended March 31, 2026, we followed the home country practice and did not hold an annual meeting of shareholders.\n\n \n\n83"}