{"url_path":"/sec/iotr/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 FINANCIAL INFORMATION**","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":374,"has_tables":true,"body_markdown":"** **\n\n**ITEM 8. FINANCIAL INFORMATION**\n\n \n\n**8.A. Consolidated Statements and Other Financial Information**\n\n \n\n**Financial Statements**\n\n \n\nSee “Item *18. Financial\nStatements*,” which contains our consolidated financial statements prepared in accordance with U.S. GAAP.\n\n \n\n**Legal Proceedings**\n\n \n\nWe may from time to time\nbecome involved in legal proceedings or be subject to claims arising in the ordinary course of our business. Litigation or any other legal\nor administrative proceeding, regardless of the outcome, is likely to result in substantial costs and diversion of our resources, including\nour management’s time and attention. As of the date of this Annual Report, we are not aware of any such legal proceedings or claims\nthat in the opinion of our management will have a material adverse effect on our business, financial condition or operating results. Although\nthe results of litigation and claims cannot be predicted with certainty, we believe that the final outcome of ordinary course matters\nwill not have a material adverse effect on our business, operating results, financial condition or cash flows. \n\n \n\n**Policy on Dividend Distributions**\n\n \n\nWe currently intend to retain\nall of our future earnings, if any, for the operations and expansion of our business and do not anticipate declaring or paying any further\ndividends.\n\n \n\nThe declaration and payment\nof future dividends to holders of our Ordinary Shares will be at the discretion of our board of directors and will depend upon many factors,\nincluding our financial condition, earnings, legal requirements, restrictions in our debt agreements and other factors deemed relevant\nby our board of directors. In addition, as a holding company, our ability to pay dividends depends on our receipt of cash dividends from\nour operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their respective jurisdictions\nof organization, agreements of our subsidiaries or covenants under future indebtedness that we or they may incur. See “*Item 3.D.\nRisk Factors — Risks Related to Ownership of Our Securities —*** ***Because we do not expect to\npay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return on your investment*.”\n\n \n\n**8.B. Significant Changes**\n\n \n\nNo significant change has\noccurred since the date of our consolidated financial statements filed as part of this Annual Report.\n\n \n\n73"}