{"url_path":"/sec/iotr/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**","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":5812,"has_tables":true,"body_markdown":"** **\n\n**ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n** **\n\n**6.A. Directors and Senior Management**\n\n \n\nThe following table sets\nforth certain information regarding our directors and executive officers as of the date of this Annual Report.\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\nEng Chye Koh\n \n50\n \nChief Executive Officer, Chairman\n\nFui Chu Lo\n \n54\n \nChief Financial Officer\n\nJoanna Hui Cheng Soh\n \n46\n \nChief Commercial Officer\n\nWei Meng See\n \n51\n \nChief Technology Officer\n\nWai Man Raymond Cheung\n \n49\n \nIndependent director\n\nSer Chiang Ng\n \n59\n \nIndependent director\n\nYuanting Zhang\n \n47\n \nIndependent director\n\nYufei Li\n \n43\n \nIndependent director\n\nYangan Ou\n39\n \n\nDirector\n\n \n\n**Executive Officers and Non-Independent Directors**\n\n** **\n\n**Eng Chye Koh**\nis our founder and has served as our Chairman and Chief Executive Officer since inception in August 2023. Mr. Koh founded iO3 Singapore,\nthe operating subsidiary of the Company in February 2019 and continues to serve as the Chief Executive Officer of iO3 Singapore since\nFebruary 2019. As our founder, Chief Executive Officer, and Chairman, Mr. Koh is responsible for leading the development of our short\nand long-term strategies. From June 2009 to January 2019, Mr. Koh served as the managing director of IEC Telecom Singapore\nPte. Ltd., an international satellite service operator. From August 2004 to May 2009, Mr. Koh served as the business development\nmanager of Devor Technologies Pte. Ltd., a telecommunications company. From June 2002 to July 2004, Mr. Koh was a sales\nengineer at W.H. Brennan & Co. Pte Ltd., a marine supply provider. Mr. Koh received his diploma in electronics from\nTemasek Polytechnic in Singapore.\n\n** **\n\n**Fui Chu Lo**has\nserved as our Chief Financial Officer since October 2023. Ms. Lo has been serving as the finance director of iO3 Singapore, the operating\nsubsidiary of the Company since July 2023. Since September 2019, Ms. Lo has been an independent director and chairman of the audit\ncommittee of HealthBank Holdings Ltd. (SGX:40B), a Singapore-based investment holding company focused on property investment and facilities\nmanagement services. Since July 1997, Ms. Lo has also been a director of Irasaba. Sdn. Bhd., an oil palm plantation management company.\nMs. Lo joined the training for executive/CEO coaching in July 2023 and worked as a Chair/CEO Coach for Vistage Malaysia, a CEO membership\norganization focused on professional training and executive coaching. From June 2017 to October 2020, Ms. Lo served as a director of Bright\nChemicals Pte. Ltd., a pharmaceutical product trading company. From April 2007 to March 2016, Ms. Lo served as the Chief Financial Officer\nand member of the board of directors at Sinotel Technologies Ltd., a wireless communications company. Ms. Lo completed her Association\nof Chartered Certified Accountants (“ACCA”) study in Systematic Business Training Centre in June 1992 and became a member\nof the ACCA in September 1998.\n\n \n\n**Joanna Hui Cheng Soh**has served as our Chief Commercial Officer since October 2023 and served as our director from October 2023 to January 20, 2026.\nMs. Soh has been serving as the Chief Commercial Officer of iO3 Singapore, the operating subsidiary of the Company since March 2021.\nFrom July 2017 to March 2021, Ms. Soh served as the sales director of the Maritime Division of Speedcast Singapore Pte. Ltd.\n(ASX:SDA), a satellite communication company. From June 2013 to June 2017, she served as a key account manager of Marlink Pte.\nLtd., a satellite communication company. From January 2012 to May 2013, she was a sales manager at Inmarsat Solutions Pte.\nLtd. (LON:ISAT). From March 2006 to December 2011, she was employed as a marketing communication manager at Stratos Pte. Ltd.,\na remote communications service provider. Ms. Soh holds a bachelor’s degree in business (management) from RMIT University\nin Melbourne, Australia.\n\n** **\n\n**Wei Meng See**\nhas served as our Chief Technology Officer since October 2023. Mr. See has been serving as the Chief Technology Officer of iO3 Singapore,\nthe operating company of the Company since April 2022. From July 2019 to March 2022, Mr. See was a senior technical service\nmanager at Survitec Group (Singapore) Pte. Ltd., a survival technology company. From June 2003 to June 2019, Mr. See served\nas a technical sales and service manager at W.H. Brennan & Co. Pte. Ltd., a marine supply provider. From January 1999\nto May 2003, he was employed as a service engineer at Associated Technical Services Pte. Ltd., a telecommunications company. Mr. See\nreceived his bachelor’s degree in business from the Singapore University of Social Sciences.\n\n \n\n64\n\n \n\n ** **\n\n**Yangan Ou** has\nserved as our director since January 20, 2026. Mr. Ou has over 15 years of experience in international shipping, dry bulk trading, and\nvessel management, with a focus on Handy/Handymax bulk carrier operations and logistics for commodities including nickel ore. His expertise\nincludes bulk carrier operations, charter party negotiation, vessel asset management, and end-to-end execution across business development,\nteam leadership, and asset operations. Since March 2020, he has served as Shipping Department General Manager at Vanhui Shipping Co.,\nLimited, overseeing owned-vessel operations and leading route planning, cost control, and risk management to improve fleet efficiency.\nFrom July 2016 to February 2020, he was Shipping Department General Manager at Shanghai Wanhui Minerals Co., Ltd., managing bulk-commodity\nshipping logistics, leading chartering, and participating in overseas mining acquisition projects to integrate supply-chain resources\nand support trading expansion. Mr. Ou obtained his Bachelor of Transport Management degree from Shanghai Maritime University in 2009.\n\n** **\n\n**Independent Directors**\n\n** **\n\n**Wai Man Raymond Cheung**\nhas served as our independent director since December 31, 2024. Mr. Cheung has been appointed as the chief executive officer of Basel\nMedical Group, a medical service provider with operations in Singapore, since July 2023. Mr. Cheung is the founder and has been the chief\nexecutive officer of CER Consultancy Pte. Ltd., a ESG consultancy company, since its inception in March 2023, where he is responsible\nfor providing end-to-end solutions and advisory services for ESG and green projects in Asia. Mr. Cheung has also served as a portfolio\nmanager at Lucerne Asset Management Pte. Ltd., a financial services company since June 2022, and the managing director of Alpha Consultancy\nPte. Ltd., a financial services company since March 2021. Mr. Cheung is also the founder and has been the chief executive officer of Alpha\nMillenia Technology Pte. Ltd., a fintech company since its inception in September 2020. Mr. Cheung’s directorship experience with\npublic companies includes serving as an independent director and chairman of the risk management committee as well as a member of the\naudit committee, remuneration committee and nominating committee for Beverly JCG Ltd. (SGX: VFP) from March 2019 to April 2024 and SDAI\nLimited (SGX: 5TI; previously known as Kitchen Culture Holdings Ltd.) from July 2023 to date, both of which are listed on the Singapore\nStock Exchange. From January 2019 to August 2020, Mr. Cheung was the chief executive officer of Allcars Pte. Ltd., an e-motor platform\ntechnology company which he co-founded in January 2019. From February 2018 to December 2018, Mr. Cheung was the chief strategy officer\nof Symbo Platform Holdings Pte. Ltd., a digital insurance brokerage. From April 2016 to February 2018, Mr. Cheung was the regional head\nof insurance of Grab Holdings Inc (Nasdaq: GRAB), a multinational e-ride hailing company. From December 2013 to June 2014, Mr. Cheung\nwas the chief risk officer and group head of compliance of Asia Capital Reinsurance Group Pte. Ltd., a reinsurance company. Mr. Cheung\nreceived his bachelor’s degree in business with a major in actuarial science from Nanyang Technological University in 2001. He is\nalso an associate member of the Institute & Faculty of Actuaries in the United Kingdom and the Singapore Actuarial Society.\n\n** **\n\n**Ser Chiang Ng**\nhas served as our independent director since December 31, 2024. Mr. Ng has been employed as a partner of Elitaire Law LLP, an advocates\nand solicitors firm in Singapore since August 2010. Mr. Ng is also an independent director and chairman of the nominating committee and\nremuneration committee of HGH Holdings Limited, previously known as AA Group Holdings Limited, a company listed on the Singapore Stock\nExchange (SGX: 5GZ) since June 2016. From February 2002 to July 2004, Mr. Ng was a managing partner of Hameed & Company, a law firm,\nand from July 2004 to August 2010, Mr. Ng was the sole proprietor of the same firm. Mr. Ng received his bachelor’s degree in law\nfrom the University of Wolverhampton in the United Kingdom and was admitted as an advocate and solicitor of the Supreme Court of Singapore\nin 2000.\n\n** **\n\n**Yuanting Zhang**has\nserved as our independent director since December 31, 2024. Mr. Zhang has been the assistant finance manager of CCL Design (Singapore)\nPte. Ltd., a company engaged in the design and manufacture of printed, functional and decorative products for electronics, automotives\nand industrial sectors, since February 2019, where he is responsible for managing the day-to-day financial operations and conducting external\nand internal audit for the company. From March 2014 to February 2019, Mr. Zhang served as an accountant cum operation manager at AsiaPhos\nLtd, a company engaged in the trading of phosphate chemical products and commodity products with its shares listed on the Singapore Stock\nExchange (SGX: 5WV). From August 2012 to February 2014, Mr. Zhang was a senior audit associate of Verity Partners, a professional services\nfirm, where he was responsible for performing audit assignments in various industries and preparing group consolidated accounts with subsidiaries\noverseas. Mr. Zhang received his diploma in petrochemical technologies from Lanzhou Petrochemical School, Sinopec Corp of China in the\nPeople’s Republic of China in 1998, and his bachelor’s degree in applied accounting from Oxford Brookes University in the\nUnited Kingdom in 2009. Mr. Zhang is also a member of the Institute of Singapore Chartered Accountants (ISCA) and a fellow member of the\nAssociation of Chartered Certified Accountants (ACCA).\n\n \n\n**Yufei Li** has\nserved as our independent director since January 20, 2026. Mr. Li has over a decade of experience in cross-border trade operations, shipping\nfinance, and audit advisory across Greater China and the Asia-Pacific, with expertise in shipping and freight operations, trade finance,\nimport/export documentation, project-finance support, and audit and risk procedures. Since December 2019, he has served as Vice President\nof Vanhui Holdings Group Ltd., coordinating pre-IPO capital activities, developing financial and valuation models, streamlining intercompany\nreconciliations, and managing investor and banker due diligence. From January 2014 to October 2019, he was a Director at SIIC Development\n(Hong Kong) Ltd., overseeing shipment cycles for infrastructure imports into China, preparing and verifying trade documentation, and compiling\nLC compliance files for project-finance drawdowns. Mr. Li received his Bachelor of Business Administration degree in 2006 and his MBA\ndegree in 2009, both from the University of Macau.\n\n** **\n\n65\n\n \n\n \n\n**Family Relationships**\n\n \n\nNone of our directors or\nexecutive officers has a family relationship as defined in Item 401 of Regulation S-K.\n\n \n\n**6.B. Compensation**\n\n \n\nFor the year ended March\n31, 2026, the Company paid an aggregate of approximately $858,001 in cash to our directors and executive officers as their compensation\nand benefits, including salaries, bonus and employer’s contribution to the Central Provident Fund, a mandatory social security scheme\nin Singapore funded by contributions from employers and employees. This total does not include any amounts we paid to reimburse any of\nsuch persons for expenses incurred during the course of their performance, if any. We are not required to disclose the compensation, on\nan individual basis, of our executive officers and directors under Cayman Islands law. We have not disclosed such information publicly\neither.**  **\n\n** **\n\nOther than as disclosed above,\nfor the year ended March 31, 2026, we did not set aside or accrued any amount to provide pension, retirement or other similar benefits\nto our directors and executive officers.\n\n \n\nNone of our directors or\nexecutive officers received any equity awards, including options, restricted shares or other equity incentives during the year ended March\n31, 2026. \n\n* *\n\n*Employment Agreements*\n\n \n\niO3 Cayman has entered into\nan employment agreement with each of our executive officers that are governed by the laws of Singapore. A copy of the form of such agreements\nhas been filed as an exhibit to this Annual Report. The duration of such agreements is specified in a separate employment contract between\nthe officer and iO3 Singapore (the “Singapore Agreement”), which provides that the Singapore Agreement will remain in force\nuntil terminated by either the Company or the officer in accordance with its terms. Unless otherwise provided in the Singapore Agreement,\nthe employment may be terminated by iO3 Cayman at any time with or without cause, or by the officer, with one month’s prior written\nnotice. Unless otherwise provided in the Singapore Agreement, iO3 Cayman shall pay to the officer (or his or her beneficiary in the event\nof his or her death) any base salary or other compensation earned but not paid to the officer prior to the effective date of such termination.\nAll other benefits due to the officer following his or her termination of employment shall be determined in accordance with the plans,\npolicies and practices of iO3 Cayman.\n\n \n\nThe officer agrees to dedicate\nsubstantially all of the officer’s working time and best efforts to the officer’s role with iO3 Cayman and to assign any intellectual\nproperty created (i) within the scope of the officer’s employment during the officer’s tenure, (ii) within 12 months after\ntermination of employment if the intellectual property relates to the officer’s employment scope, and (iii) by using resources of\niO3 Cayman during the officer’s tenure, to iO3 Cayman. The agreements also contain customary non-competition, non-solicitation,\nand confidentiality clauses. Each executive officer also represented to iO3 Cayman that when the employment agreement was executed, he\nor she was not in an employment relationship with any other entity or corporation and he or she had not executed any other non-competition\nagreement.\n\n \n\niO3 Cayman has entered into\nindemnification agreements with the directors and executive officers, pursuant to which it agreed to indemnify the directors and executive\nofficers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such\na director or officer. A copy of the form of the indemnification agreements has been filed as an exhibit to this Annual Report.\n\n \n\n**Equity Incentive Plan**\n\n \n\nOn July 29, 2025, our board\nof directors approved the iOThree Limited 2025 Equity Incentive Plan, or the 2025 Plan, pursuant to which the Company is authorized to\nissue up to 641,250 Ordinary Shares, par value $0.0625 per share (on a post-split basis reflecting the reverse share split effected on\nNovember 10, 2025), in the form of incentive share options, non-statutory share options, restricted shares, restricted share units and\nshare appreciation rights to employees, directors, and consultants of the Company or any affiliates of the Company. The 2025 Plan will\nexpire ten years from the date of approval. There were no outstanding equity awards to our directors or executive officers as of March\n31, 2026.\n\n \n\nThe following summary describes\nthe material terms of the 2025 Plan and is qualified in its entirety by reference to the full text of the 2025 Plan, a copy of which is\nfiled as an exhibit to this report.\n\n \n\n*Purposes of the 2025 Plan*\n\n \n\nThe 2025 Plan is designed\nto promote the Company’s long-term success by encouraging employees, directors and consultants to focus on the Company’s performance,\nattracting and retaining talent and aligning participants’ interests with shareholders through increased share ownership. It permits\ngrants of award types including incentive share options (“ISOs”), non-statutory share options (“NSOs”), restricted\nshares, restricted share units (“RSUs”) and share appreciation rights (“SARs”).\n\n \n\n66\n\n \n\n \n\n*Administration*\n\n \n\nUnless otherwise determined\nby the Company’s board of directors, the 2025 Plan is administered by its compensation committee. The committee has broad powers\nto determine fair market value, select participants, set the number and terms of awards, interpret the 2025 Plan and accelerate vesting\nor exercisability, among other discretionary authorities.\n\n \n\n*Authorized Shares*\n\n \n\nSubject to the adjustment provisions contained\nin the 2025 Plan, a total of 641,250 Ordinary Shares are reserved for issuance pursuant to the 2025 Plan. If restricted shares or shares\nissued upon the exercise of options under the 2025 Plan are forfeited or repurchased, then such shares shall again become available for\nawards under the 2025 Plan. If RSUs, options or SARs under the 2025 Plan are forfeited or terminated for any other reason before being\nexercised or settled, then the corresponding Ordinary Shares shall again become available for awards under the 2025 Plan.\n\n \n\n*Share Options (ISOs and NSOs)*\n\n \n\nShare options may be granted under the 2025 Plan.\nExcept with respect to substitute awards granted in connection with certain corporate transactions, the per share exercise price of options\ngranted under the 2025 Plan must be equal to at least 100% of the fair market value of an Ordinary Share of the Company on the date of\ngrant. The term of an option may not exceed ten years. With respect to any participant who owns more than 10% of the voting power of all\nclasses of the Company’s (or any of its parents’ or subsidiaries’) outstanding shares, the term of an incentive share\noption granted to such participant must not exceed five years and the per share exercise price must equal at least 110% of the fair market\nvalue of an Ordinary Share on the grant date. The administrator will determine the methods of payment of the exercise price of an option,\nwhich shall be cash or cash equivalents, or, if the administrator permits, by share surrender or other methods. After the cessation of\nservice of an employee, director or consultant, he or she may exercise his or her option for the period of time stated in his or her option\nagreement. In the absence of a specified time in an award agreement, if such cessation is due to termination of service for cause, the\noption will terminate upon such cessation of services. If such cessation is due to death or disability, the vested portion of the option\nwill remain exercisable for twelve (12) months. In all other cases, in the absence of a specified time in an award agreement, the vested\nportion of the option will remain exercisable for three (3) month following the cessation of service. An option, however, may not be exercised\nlater than the expiration of its term. Subject to the provisions of the 2025 Plan, the administrator determines the terms of options.\nUntil the Ordinary Shares are issued (as evidenced by the appropriate entry in the Register of Members of the Company), the participant\nwill not have any right to vote or receive dividends or have any other rights as a shareholder with respect to such shares, and no adjustment\nwill be made for a dividend or other right for which the record date is before the date such shares are issued, except as otherwise provided\nin the 2025 Plan.\n\n \n\n*Restricted Shares*\n\n \n\nEach award of restricted shares will be evidenced\nby an award agreement. The award agreement sets the number of shares, period of restriction, purchase price (if any), vesting criteria\nand transfer restrictions. The Company may hold certificates until restrictions lapse. During the restriction period, restricted shares\nare subject to forfeiture if vesting conditions are not met; the administrator may waive any vesting conditions or shorten the restriction\nperiod. Restricted shares may be sold for any form of consideration (cash, property, promissory notes, past or future services) and may\nbe issued in exchange for cancelled options or SARs. Holders of restricted shares have voting rights and receive dividends during the\nrestriction period, but any share dividends are subject to the same vesting and forfeiture conditions. Restricted shares generally cannot\nbe transferred until vesting conditions are satisfied; restrictions are removed once vesting is achieved.\n\n* *\n\n*Restricted Share Units (RSUs)*\n\n \n\nThe administrator may grant RSUs, each generally\nrepresenting the right to receive one share (or cash equal to the fair market value of one share) at or following vesting, as set forth\nin the award agreement. RSUs may be settled in cash, shares, or a combination thereof, as determined by the administrator and the award\nagreement. Prior to settlement in shares, a holder of RSUs does not have voting or dividend rights as a shareholder with respect to the\nunderlying shares.\n\n \n\n*Share Appreciation Rights (SARs)*\n\n \n\nSARs may be granted under the 2025 Plan. SARs\nallow the recipient to receive the appreciation in the fair market value of the Company’s Ordinary Shares between the exercise date\nand the date of grant. The exercise price may not be less than the fair market value of a share on the grant date, and no SAR may be exercised\nafter the tenth anniversary of the grant date. Payment upon exercise may be made in cash, shares or a combination, as the administrator\ndecides.\n\n \n\n67\n\n \n\n \n\n*Adjustments, Corporate Transactions and Change-in-Control*\n\n \n\nThe administrator may adjust the number and type\nof shares and other terms of outstanding awards to reflect dividends, share splits or similar events. In a dissolution or liquidation,\nawards terminate immediately before the transaction. Upon a change in control, the administrator may (i) accelerate vesting; (ii) have\nawards assumed by the acquirer; (iii) substitute with awards of the surviving entity; (iv) make awards fully exercisable and require exercise\nbefore the closing; or (v) cancel options and SARs in exchange for cash equal to the excess of fair market value over exercise price and\ncancel RSUs for cash equal to fair market value of the underlying shares.\n\n \n\n*Non-Transferability of Awards*\n\n \n\nAwards granted under the 2025 Plan are generally\nnon-transferable and may be exercised during the participant’s lifetime only by the participant. Any shares issued pursuant to an\naward will be registered in the participant’s name and remain subject to the terms of the applicable award agreement. Limited exceptions\npermit transfers, upon notice to the administrator, to certain family members (as defined under SEC Rule 701) by gift, to a trust established\nsolely for tax planning purposes, or pursuant to a qualified domestic relations order.\n\n  \n\n*Clawback Policy*\n\n \n\nAwards granted under the 2025 Plan, and any proceeds\nreceived in respect of such awards, are subject to the Company’s clawback policy, as may be adopted or amended from time to time,\nin order to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, applicable stock exchange listing\nstandards, and other applicable laws and regulations. The clawback may include, where permitted by law, the recoupment of compensation\nthrough future deductions from salary, bonuses or other compensation. Acceptance of an award constitutes the participant’s agreement\nto these clawback provisions as a condition of the award.\n\n \n\n*Amendment or Termination*\n\n \n\nThe 2025 Plan became effective as of July 29,\n2025. The 2025 Plan will expire on, and no award may be granted pursuant to the 2025 Plan after, the tenth (10th) anniversary of July\n29, 2025. Any awards that are outstanding on the tenth (10th) anniversary of July 29, 2025 shall remain in force according to the terms\nof the 2025 Plan and the applicable award agreement.\n\n** **\n\n**6.C. Board Practices**\n\n** **\n\n**Composition of Board of Directors**\n\n \n\nOur board of directors consists\nof six directors, comprising two non-independent directors and four independent directors. A director is not required to hold any shares\nin our Company to qualify to serve as a director. Subject to making appropriate disclosures to the board of directors in accordance with\nour Second Amended and Restated Memorandum and Articles of Association, a director may vote with respect to any contract, proposed contract,\nor arrangement in which he or she is interested, in voting in respect of any such matter, such director should take into account his or\nher director’s duties. A director may exercise all the powers of our Company to borrow money, mortgage its business, property and\nuncalled capital, and issue debentures or other securities whenever money is borrowed or as security for any obligation of our Company\nor of any third party.\n\n \n\nOur board of directors has\ndetermined that none of our independent directors, Wai Man Raymond Cheung, Ser Chiang Ng, Yuanting Zhang and Yufei Li, has a relationship\nthat would interfere with the exercise of independent judgment in carrying out the responsibilities of director and that each of these\ndirectors is “independent” as that term is defined under the rules of Nasdaq.\n\n** **\n\n**Status as a Controlled Company and Foreign\nPrivate Issuer**\n\n \n\nAs a “controlled company,”\nwe are not required to comply with certain corporate governance requirements. Additionally, as a “foreign private issuer,”\nas defined by the SEC, we are permitted to follow home country corporate governance practices, instead of certain corporate governance\npractices required by Nasdaq for domestic issuers. While we may voluntarily follow many of the corporate governance listing requirements\nof Nasdaq, we intend to follow certain home country corporate governance practices in lieu of the corporate governance standards of Nasdaq\napplicable to U.S. domestic companies. We may in the future decide to use other foreign private issuer exemptions with respect to\nsome or all of the other Nasdaq Listing Rules. Following our home country governance practices may provide less protection than is accorded\nto investors under Nasdaq Listing Rules applicable to domestic issuers.\n\n \n\nSpecifically, the Company\nhas followed or intends to follow the provisions of the laws of the Cayman Islands and its Second Amended and Restated Memorandum and\nArticles of Association in lieu of certain corporate governance requirements under the Nasdaq Listing Rules:\n\n \n\n \n●\nRule 5635(a), pursuant to which shareholder approval is required in certain circumstances prior to an issuance of securities in connection with the acquisition of the stock or assets of another company.\n\n \n\n \n●\nRule 5635(b), pursuant to which shareholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the company.\n\n \n\n68\n\n \n\n  \n\n \n●\nRule 5635(c), pursuant to which shareholder approval is required for the establishment of or any material amendments to our equity compensation arrangements for officers, directors, employees or consultants.\n\n \n\n \n●\nRule 5635(d), pursuant to which shareholder approval is required prior to the issuance of securities in connection with a transaction other than a public offering where such transaction involves the issuance of securities representing 20% or more of our Ordinary Shares outstanding before the issuance at a price lower than the “Minimum Price.”\n\n \n\n \n●\nRule 5620(a), pursuant to which holding annual shareholders’ meetings is required.\n\n \n\nAlthough we may rely on certain\nhome country corporate governance practices, we must comply with Nasdaq’s notification of non-compliance requirement (Nasdaq\nRule 5625). Further, we must have a written charter for our audit committee specifying the authority and responsibilities required\nby Exchange Act Rule 10A-3 and requiring that the audit committee consist of members who meet the independence requirements\nof Nasdaq Rule 5605(c)(2)(A)(ii).\n\n \n\nWe intend to take all actions\nnecessary for us to maintain compliance as a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley\nAct, the rules adopted by the SEC and the Nasdaq Listing Rules.\n\n \n\nBecause we are a foreign\nprivate issuer, our directors and officers are not subject to the Section 16(b) short-swing profit recovery provisions and the Section\n16(c) short-sale restrictions under the Exchange Act. Effective March 18, 2026, they are, however, subject to Section 16(a) beneficial\nownership reporting and must file the applicable reports with the SEC. Any director or officer who becomes a more-than-5% beneficial owner\nalso have reporting obligations under Section 13(d) of the Exchange Act and the related rules.\n\n** **\n\n**Duties of Directors**\n\n \n\nAs a matter of Cayman Islands\nlaw, directors of a Cayman Islands company owe fiduciary duties to the company and separately a duty of care, diligence and skill to the\ncompany. Under Cayman Islands law, directors and officers owe the following fiduciary duties: (i) duty to act in good faith in what\nthe director or officer believes to be in the best interests of the company and the shareholders as a whole; (ii) duty to exercise\npowers for the purposes for which those powers were conferred and not for a collateral purpose; (iii) directors should not fetter\nthe exercise of future discretion; (iv) duty of trusteeship of the company’s assets; (v) duty to exercise independent\njudgment; (vi) duty not to make secret profits from the office of director; (vii) duty to avoid putting themselves in a position\nin which there is a conflict between their duty to the company and their personal interests; and (viii) duty to disclose personal\ninterest in contracts involving the company. In connection with this last obligation, our Second Amended and Restated Memorandum and Articles\nof Association provide that a director must disclose the nature and extent of their interest in any contract or arrangement, and following\nsuch disclosure and subject to any separate requirement under applicable law or the Nasdaq Listing Rules, such director may vote in respect\nof any transaction or arrangement in which they are interested and may be counted in the quorum at the meeting, provided that such interest\ndoes not affect the ability of the interested director(s) to act bona fide in the best interests of the company. A director of a\nCayman Islands company also owes the company duties to exercise independent judgment in carrying out his functions and to exercise reasonable\nskill, care and diligence, which has both objective and subjective elements. Recent English and Commonwealth courts have moved toward\nan objective standard and have confirmed that directors must exercise the care, skill and diligence that would be exercised by a reasonably\ndiligent person having the general knowledge, skill and experience reasonably to be expected of a person acting as a director and these\nauthorities are likely to be followed in the Cayman Islands. Additionally, a director must exercise the knowledge, skill and experience\nwhich they actually possess.\n\n** **\n\n**Board Diversity**\n\n \n\nWe seek to achieve board\ndiversity through the consideration of a number of factors when selecting the candidates to our board of directors, including but not\nlimited to gender, skills, age, professional experience, knowledge, cultural, education background, ethnicity and length of service. The\nultimate decision of the appointment will be based on merit and the contribution which the selected candidates will bring to our board\nof directors.\n\n** **\n\n**Committees of the Board of Directors**\n\n \n\nOur board of directors has\nestablished an audit committee, a compensation committee and a nominating and corporate governance committee. We have adopted a charter\nfor each of the three committees. Each committee’s members and functions are described below.\n\n* *\n\n69\n\n \n\n \n\n*Audit Committee*\n\n \n\nOur audit committee consists\nof Ser Chiang Ng, Wai Man Raymond Cheung and Yuanting Zhang, and is chaired by Yuanting Zhang. We have determined that each of these three\ndirectors satisfies the “independence” requirements of the Nasdaq Listing Rules and meets the independence standards under\nRule 10A-3 of the Exchange Act. We have determined that Yuanting Zhang qualifies as an “audit committee financial expert.”\nThe audit committee oversees our accounting and financial reporting processes and the audits of our financial statements.\n\n \n\nThe audit committee has the\nresponsibility to, among other things:\n\n \n\n \n●\nselect the independent registered public accounting firm and pre-approve all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm;\n\n \n\n \n●\nreview with the independent registered public accounting firm any audit problems or difficulties and management’s responses;\n\n \n\n \n●\nreview and approve all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;\n\n \n\n \n●\ndiscuss the annual audited financial statements with management and the independent registered public accounting firm;\n\n \n\n \n●\nreview the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures;\n\n \n\n \n●\nannually review and reassess the adequacy of our audit committee charter;\n\n \n\n \n●\nmeet separately and periodically with management and the independent registered public accounting firm;\n\n \n\n \n●\nmonitor compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; and\n\n \n\n \n●\nreport regularly to the board.\n\n* *\n\n*Compensation Committee*\n\n \n\nOur compensation committee\nconsists of three independent directors, namely Ser Chiang Ng, Wai Man Raymond Cheung and Yuanting Zhang, and is chaired by Wai Man Raymond\nCheung. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation,\nrelating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which\nhis compensation is deliberated. The compensation committee is responsible for, among other things:\n\n \n\n \n●\nreviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers;\n\n \n\n \n●\nreviewing and recommending to the board for determination with respect to the compensation of our non-employee directors;\n\n \n\n \n●\nreviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and\n\n \n\n \n●\nselecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.\n\n* *\n\n*Nominating and Corporate Governance Committee*\n\n \n\nOur nominating and corporate\ngovernance committee consists of three directors, namely Ser Chiang Ng, Wai Man Raymond Cheung and Yuanting Zhang, and is chaired by Ser\nChiang Ng. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become\nour directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is\nresponsible for, among other things:\n\n \n\n \n●\nselecting and recommending to the board nominees for election by the shareholders or appointment by the board;\n\n \n\n \n●\nreviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity;\n\n \n\n70\n\n \n\n  \n\n \n●\nmaking recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and\n\n \n\n \n●\nadvising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.\n\n \n\n**6.D. Employees**\n\n \n\nAs of March 31, 2024, 2025\nand 2026, we had 27, 36 and 40 full-time employees, all based in Singapore. Additionally, we had approximately 15 IT contractors in Malaysia\nduring the year ended March 31, 2026.\n\n \n\nThe following table sets\nforth the number of employees by function as of March 31, 2026:\n\n \n\nDepartment/Function \nEmployees \n\nManagement \n                   4 \n\nSales and Marketing \n 5 \n\nFinance \n 3 \n\nLogistic \n 2 \n\nOperations \n 26 \n\nIT Contractors (part-time) \n 15 \n\nTOTALS \n 55 \n\n \n\niO3 Singapore enters into\nemployment contracts with its full-time employees which contain standard confidentiality provisions. In addition, the employment contracts\nwith our sales and marketing employees contain non-compete provisions. As of March 31, 2026, neither the Company nor its other subsidiary\nhad any full or part time employees.\n\n \n\nWe have not experienced any\nmaterial labor disputes in the past, and we consider our relations with our employees to be good. None of our employees are represented\nby a labor union.\n\n \n\n**6.E. Share Ownership**\n\n \n\nSee “*Item 7. Major Shareholders and Related\nParty Transactions—A. Major Shareholders*.” \n\n \n\n**6.F. Disclosure of a Registrant’s Action to Recover Erroneously\nAwarded Compensation**\n\n \n\nNone."}