Trio Mercantile & Trading Ltd Directors Report

To,

The Members,

Trio Mercantile & Trading Ltd.

Your Directors have pleasure in presenting their 24th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2026.

1. FINANCIAL RESULTS

(Rupees in Hundred)

Particulars	For the year ended March 31, 2026	For the year ended March 31, 2025
Total Income from Operations	353462.46	236898.55
Finance Cost	4154.79	900.00
Depreciation	337.73	256.76
Profit before Taxation	8554.82	(5368.11)
Tax pertaining to earlier years	3873.12	-
Provisions for Taxes	115.24	64.01
Exceptional Items	9930.00	-
Profit after Taxes	(5363.54)	(5432.11)
Balance brought forward	(205316.48)	(193598.87)
Prior Period	-	-
Earlier Year Taxes	-	-
Profit carried to Balance Sheet	(210680.02)	(205316.48)
Earnings per share	(0.0080)	(0.0080)

2. Brief description of the Companys working during the year/State of Companys affair

During the year income from operations was Rs. 353462.46 hundred compared to income from operations of Rs. 236898.55 Hundred during the previous financial year. The Profit / (Loss) was Rs. 8554.82 Hundred as compared to loss of Rs. 5368.11 Hundred during the previous financial year.

3. Dividend

The Directors do not recommend any Dividend for the Financial Year 2025-26.

4. Reserves

Company does not propose to transfer any amount to the General Reserve.

5. Share Capital

The paid-up capital of the Company as on 31st March, 2026 was Rs. 13,58,732.08 hundred. 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:

In accordance with the provisions of the Act and the Articles of Association of the Company Mr. Kaushik Jagannath Joshi (DIN: 00410595), Director of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

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.

Changes occurring after 31 March 2026 but before the date of the Directors Report

There were no changes in the Board of Directors of the Company during the financial year 2025-26.

However, subsequent to the closure of the financial year, the Board of Directors, at its meetings held on July 14, 2026 and July 22, 2026, approved various changes in the composition of the Board and Key Managerial Personnel of the Company, as set out below:

A. Appointments July 14, 2026: a. Appointment of Mr. Kaushik Jagannath Joshi (DIN: 00410595) as an Additional

Executive Director of the Company. b. Appointment of Ms. Radhika Kaushik Joshi (DIN: 08206100) as an Additional

Executive Director of the Company. c. Appointment of Mr. Jignesh Shailesh Tank (DIN: 11819899) as an Additional Non-Executive, Non-Independent Director of the Company.

B. Resignations July 22, 2026 a. Mr. Bhadresh Shah (DIN: 08028036) resigned from the position of Non-Executive

Independent Director and Chairperson of the Board, with effect from July 22, 2026. The Board placed on record its sincere appreciation for the valuable services rendered by Mr. Shah during his tenure and wished him the best for his future endeavors. b. Mr. Deepak Ratilal Mehta (DIN: 00046696) resigned from the position of Managing

Director, Executive Director and Director of the Company, with effect from July 22, 2026. The Board placed on record its sincere appreciation for the valuable services rendered by Mr. Mehta during his tenure and wished him the best for his future endeavors. c. Mr. Nehul Azad Chheda (DIN: 08075432) resigned from the position of Non-Executive Independent Director and Director of the Company, with effect from July 22, 2026. The Board placed on record its sincere appreciation for the valuable services rendered by Mr. Chheda during his tenure and wished him the best for his future endeavors. d. Ms. Divya Girish Poriya (DIN: 08160358) resigned from the position of Non-Executive

Independent Director and Director of the Company, with effect from July 22, 2026. The Board placed on record its sincere appreciation for the valuable services rendered by Ms. Poriya during her tenure and wished her the best for her future endeavors. e. Mr. Hiren Shantilal Kothari resigned from the position of Chief Financial Officer of the Company, with effect from July 22, 2026. The Board placed on record its sincere appreciation for the valuable services rendered by Mr. Kothari during his tenure and wished him the best for his future endeavors. f. Mr. Chetan Bohra resigned from the position of Company Secretary and Compliance

Officer of the Company, with effect from July 22, 2026. The Board placed on record its sincere appreciation for the valuable services rendered by Mr. Bohra during his tenure and wished him the best for his future endeavors.

C. Change in Designations July 22, 2026: a. The Board approved the change in designation of Mr. Kaushik Jagannath Joshi (DIN:

00410595) from Additional Executive Director to Additional Director designated as Chairman and Managing Director of the Company for a period of three (3) years commencing from July 22, 2026 to July 21, 2029, subject to the approval of the shareholders at the ensuing General Meeting of the Company.

b. The Board approved the change in designation of Ms. Radhika Kaushik Joshi (DIN:

08206100) from Additional Executive Director to Additional Executive Director and Chief Financial Officer of the Company, subject to the approval of the shareholders at the ensuing General Meeting of the Company.

D. Appointments July 22, 2026 a. Appointment of Mr. Vikram Navin Vador (DIN: 11828723) as an Independent

Director (Non-Executive) of the Company for a period of five (5) years commencing from July 22, 2026 to July 21, 2031, subject to the approval of the shareholders at the ensuing General Meeting of the Company.

b. Appointment of Mr. Dhruv Suresh Bhanushali (DIN: 11831631) as an Independent

Director (Non-Executive) of the Company for a period of five (5) years commencing from July 22, 2026 to July 21, 2031, subject to the approval of the shareholders at the ensuing General Meeting of the Company.

c. Appointment of Ms. Kiran Ramchandra Shelke (DIN: 11828692) as an Additional

Independent Woman Director (Non-Executive) of the Company for a period of five (5) years commencing from July 22, 2026 to July 21, 2031, subject to the approval of the shareholders at the ensuing General Meeting of the Company.

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 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

The details of Board Meetings and Committee Meetings 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.

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:- Pursuant to the provisions of the Act and the SEBI Listing Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

The following were the Evaluation Criteria: a) For Independent Directors: Knowledge and Skills Professional Conduct Duties, Role and Functions

Fulfillment of the Independence Criteria and their independence from the management

b) For Executive Directors:

Performance as Team Leader/Member

Evaluating Business Opportunity and analysis of Risk Reward Scenarios Set Key Goals and Achievements Professional Conduct and Integrity Sharing of Information with the Board The Directors expressed their satisfaction with the evaluation process.

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/Policy_Code.aspx/remuneration%20policy

There has been a changes in the policy in this period under review. We affirm that the remuneration paid to the directors is as per the terms laid out in the Remuneration Policy of the Company.

11. AUDITOR AND AUDITORS REPORT :-STATUTORY AUDITORS

M/s Bilimoria Mehta & Co., Chartered Accountants (FRN 101490W) appointed as Auditor of the Company, for a term of 5 (five) consecutive years, at the 23rd Annual General Meeting held on 30th September, 2025 till the 28th Annual General Meeting.

Auditors Report:

The auditors 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.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made there under, the Board has appointed M/s. Meenakshi Manish Jain & Associates (Firm Registration No. 145031W) as Internal Auditors.

Secretarial Audit Report:

In terms of Section 204 of the Act and Rules made there under, Shreya Shah, 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 and our replies to comments are as follows:

Sr. No.	Qualification in Secretarial Audit Report	Management Comments
1	Delay in filing following e-Forms after payment of additional fees:
	i. e-Form MGT-14 vide SRN AC5520313 dated 27th August 2026 for registering the Board Resolution passed for approval of financial statements for the FY 24-25; and	In adversely the form was not filed within time. However, the form is filed vide SRN AC5520313 dated 27th August 2026.
	ii. e-Form MGT-14 vide SRN AB4455845 dated 7th June 2026 registering the Board Resolution passed for appointment of Internal Auditor for FY 25-26 Non-filing of following e-Forms:	In adversely the form was not filed within time. However, the form is filed vide SRN AB4455845 dated 7th June 2026.
i.	e-Form MGT-14 for registering the Special Resolution passed at the 23rd AGM held on 30th September 2025;	The Company is in the Process of the same.
ii.	e-Form MGT-14 for registering the Board Resolution for revision in remuneration payable to Mr. Deepak Mehta, Managing Director of the Company; and	The Company is in the Process of the same.
iii.	e-Form MGT-14 for registering the Board Resolution for appointment of Secretarial Auditors of the Company from FY 25-26 to FY 29-30	The Company is in the Process of the same.

Ms. Shreya Shah, Practicing Company Secretary resigned as Secretarial Auditor w.e.f. 31st August 2026 due to her preoccupation in other assignments.

Further, in compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting, based on recommendation of the Audit Committee, has approved the appointment of M/s. Bharat Prajapati & Co., (ICSI Firm Registration Number: S2012GJ176800, Peer Review No.: 2367/2022), Practising Company Secretaries, a peer reviewed firm as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2026-27 till FY 2030-31, subject to approval of the Members at the ensuing AGM.

12. 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 http://www.tricomercantile.com/download%5CWhistle%20Blower%20Policy.pdf

13. 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.

14. Extract of Annual Return:

The Annual Return as required under Section 92 and section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at www.triomercantile.com

15. 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.

16. 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.

17. 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, 2026.

18. 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.

19. Particulars of contracts or arrangements with related parties:

All related party transactions done by the Company during the financial year were at arms 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 Companys websitehttp://http:// www.triomercantile.com/Policy_Code.aspx

20. 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.

21. Management Discussion and Analysis:

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2026.

22. 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.

23. 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

24. 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.

25. 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.

26. Obligation of Company under The Sexual Harassment of women at workplace

(Prevention, Prohibition and redressal) Act, 2013

There is no requirement of Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (Act) and Rules made there under as employees are below the threshold limit.

27. Acknowledgements

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

	For, Trio Mercantile & Trading Limited
Registered Office:	Mr. Kaushik Joshi	Ms. Radhika Joshi
	Managing Director	Director
613/B, Mangal Aarambh,	(DIN: 00410595)	(DIN: 08206100)
Kora Kendra Road, Borivali
(West),
Mumbai - 400 092.
CIN :
L51909MH2002PLC136975
Place : Mumbai
Date : 31.08.2026