To,

The Members,

Trio Mercantile & Trading Ltd.

The Directors have pleasure in presenting their 16th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.

1. FINANCIAL RESULTS

(Rupees in Lakhs)

2. Brief description of the Company’s working during the year/State of Company’s affair

During the year income from operations was Rs. 3031.86 lakhs compared to income from operations of Rs. 2601.85 lakhs during the previous financial year. The Profit was Rs. 60.37 Lakhs as compared to profit of Rs. 10.13 Lakhs during the previous financial year.

3. Dividend

The Directors do not recommend any Dividend for the Financial Year 2017-18.

4. Reserves

Company does not propose to transfer any amount to the General Reserve. An Amount of Rs. 45,61,532 Is proposed to be retained in the statement of Profit & Loss Account.

5. Share Capital

The paid up capital of the Company as on 31st March, 2018 was Rs. 11,64,62,750. During the year under review, the Company has not issued shares with differential voting rights, sweat equity shares and shares under Employees Stock Option Scheme.

6. Directors and Key Managerial Personnel

Mr. Bhadresh Shah, Mr. Nehul Chedda and Ms. Divya Poriya(Woman Director) were appointed as an Additional Director of the Company w.e.f. December 14,2017, February 14, 2018 and May 30, 2018 respectively not liable to retire by rotation. In accordance with the provisions of section 149 and other applicable provisions of the Companies Act, 2013, your Company is seeking appointment of Mr. Bhadresh Shah, Mr. Nehul Chedda and Ms. Divya Poriya (Woman Director) as an Independent Director for five consecutive years not liable to retire by rotation.

Mr. Deepak Mehta was appointed as an Additional Director of the Company w.e.f. 12th February, 2018 In accordance with the provisions of section 149 and other applicable provisions of the Companies Act, 2013, your Company is seeking appointment of Mr. Deepak Mehta as an Wholetime Director for five consecutive years not liable to retire by rotation.

The Company has received declarations from the Independent Directors of the Company confirming that they meet criteria of independence as prescribed both under the act and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

7. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report is annexed as (Annexure-I)

None of the employee was drawing remuneration in excess of the limits set out in the In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company at the registered office of the Company and the same will be furnished on request.

8. Meetings

During the year Six Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

9. Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of Audit, Nomination & Remuneration Committees.

The manner in which the evaluation has been carried out is explained as follows:-

The Independent Directors of the Company, at their meeting (without the attendance of NonIndependent Directors and members of management), reviewed the performance of the Board as a whole and the Board Committee and also evaluated the performance of Non-Independent Directors and the Board of the Company taking into account the views of Executive Directors and Non-Executive Directors and based on attendance record and intensity of participation at meetings, quality of interventions, special contributions and interpersonal relationships with other Directors and management.

10. Remuneration Policy:

The policy of the Company on directors’ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of section 178 of the Companies Act,2013, is available on our website, at http://www.triomercantile.com/download/Remmuneration%20Policy.pdf. There has been no change in the policy since last fiscal. We affirm that the remuneration paid to the directors is as per the terms laid out in the Remuneration Policy of the Company.

11. Auditors:

Mr.Shrawan Kumar Roy, Partner of SDA & Associates, Chartered Accountants, Firm Registration No.120759W, appointed as Statutory Auditor of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on 29th September, 2017.

12. Auditors’ Report:

The auditor’s Report does not contain any qualification. Notes to accounts Auditors remarks in their report are self-explanatory and do not call for any further comments.

13. Secretarial Audit Report :

In terms of Section 204 of the Act and Rules made there under, M/s. H.P. Sanghavi & Co Company Secretaries, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory.

14. Vigil Mechanism/Whistler Bowler Policy :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Agreement a Vigil Mechanism/ Whistler Bowler Policy for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy/Whistler Bowler Policy has been uploaded on the website of the Company at http://www.tricomercantile.com/download%5CWhistle%20Blower%20Policy.pdf

15. Risk management policy

The Company has framed a Risk Management Policy to identify and access the key business risk areas and a risk mitigation process.

A detailed excise is being carried out that the organization faces such as strategic, financial, credit, market, liquidity, legal, regulatory and other risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

16. Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is available on the website http://www.triomercantile.com

17. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There is no material changes and commitments, affecting the financial position of the Company which have occurred between the end of Financial Year of the Company to which the Financial Statements relate the date of the report.

18. Adequacy of Internal Financial Controls :

The Company has adequate internal financial controls in place with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required. The internal control systems are supplemented by internal audit carried out by an Internal Auditor and Statutory Auditor and periodical review by management. The Audit Committee of the Board addresses issues if any, raised by both, the Internal Auditors and the Statutory Auditors.

19. Deposits

Your Company has neither accepted nor renewed any deposit within the meaning of Section 73 and other applicable provisions, if any, of the Companies Act, 2013 and the necessary rules made there under during the year ended 31st March, 2018.

20. Particulars of loans, guarantees or investments under section 186:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

21. Particulars of contracts or arrangements with related parties:

All related party transactions done by the Company during the financial year were at arm’s length and in ordinary course of business. All related party transactions were placed in the meetings of Audit Committee and the Board of Directors for their necessary review and approval. During the financial year your Company has not entered into any material transaction (as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015) with any of its related parties which may have potential conflict with the interest of the Company at large. Disclosure pursuant to Accounting Standards on related party transactions have been made in the notes to the Financial Statements. To identify and monitor significant related party transactions Company has also framed a policy on the related party transactions and the same is available on the Company’s website http://www.triomercantile.com/download%5CRelated%20Party%20Transactions%20Policy.pdf

22. Corporate Governance Certificate:

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in SEBI (Listing obligation and Disclosure Requirements) Regulation, 2015 annexed with the report.

23. Management Discussion and Analysis:

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2018.

24. Disclosures:

Audit Committee:

During the year Audit Committee comprises of Three Directors, two of whom are Non Executive and Independent Directors and one Director who is Promoter and Executive Director. All the Directors possess knowledge of corporate finance, accounts and company law. An Independent, Non Executive Director acts as Chairman of the Committee Meetings.

25. conservation of energy, technology absorption and foreign exchange earnings and outgo

The information as prescribed under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is as follows:

A. Conservation Of Energy:

The operations of your Company are not energy-intensive. However, adequate measures have been taken to ensure that there is optimum utilization of energy with no wastage, as far as possible.

B. Technology Absorption And Research & Development:

Your Company takes efforts to adapt latest technology and techniques, which helps it to be in competition.

C. Foreign exchange earnings and outgo - Nil

26. Human Resources

Your Company treats its “human resources” as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide for the motivation of the employees.

27. Directors’ Responsibility Statement

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

By Order of the Board

HIREN KOTHARI DEEPAK MEHTA

MANAGING DIRECTOR DIRECTOR

Registered Office:

613/B, Mangal Aarambh,

Kora Kendra Road, Borivali (West),

Mumbai - 400 092.

CIN : L51909MH2002PLC136975

Place : Mumbai

Date : 31.08.2018