<PAGE>

================================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                   For the fiscal year ended June 30, 2000

                                      OR

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                        Commission File Number 0-13914

                            TRIO-TECH INTERNATIONAL
            (Exact name of Registrant as specified in its Charter)

                    California                                 95-2086631
         (State or other jurisdiction of                    (I.R.S. Employer
          incorporation or organization)                 Identification Number)

                355 Parkside Drive
             San Fernando, California                            91340
     (Address of principal executive offices)                  (Zip Code)

                  Registrant's Telephone Number: 818-365-9200

          Securities registered pursuant to Section 12(b) of the Act:

                                                Name of each exchange
             Title of each class                 On which registered
          Common Stock, no par value                    AMEX

         Securities registered pursuant to Section 12(g) of the Act:
                                     None

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed with the Commission by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X] No[_]

         Based on the closing sales price on September 20, 2000, the aggregate
market value of the voting stock held by nonaffiliates of the registrant was
$16,487,842. Number of shares of common stock outstanding as of September 20,
2000 is 2,836,618.

         Indicate by check mark if disclosure of delinquent filers pursuant to
item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in the definitive proxy statement
incorporated by reference in Part III of this Form 10-K. [_]

================================================================================
<PAGE>

================================================================================

                            TRIO-TECH INTERNATIONAL

 INDEX TO CONSOLIDATED FINANCIAL INFORMATION, OTHER INFORMATION AND SIGNATURE

<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>                                                                                                   <C>
FORM 10-K  COVER                                                                                         1

           INDEX                                                                                         2

Part I.                                                                                                  3
Item 1     Business                                                                                      3
Item 2     Properties                                                                                    9
Item 3     Legal Proceedings                                                                            10
Item 4     Submission of matters to a vote of security holders                                          10

Part II                                                                                                 11
Item 5     Market for registrant's common equity and related stockholder matters                        11
Item 6     Selected financial data                                                                      12
Item 7     Management's discussion and analysis of financial condition and results of operations        13
Item 7A    Quantitative and qualitative disclosures about market risk                                   15
Item 8     Financial statements and supplementary data                                                  15
Item 9     Changes in and disagreements with accountants on accounting and financial disclosure         15

Part III                                                                                                15

Part IV                                                                                                 15
Item 14    Exhibits, financial statement schedules and reports on Form 8-K                              15

Signature                                                                                               18

Exhibits

           Independent Auditors' Report                                                                 19

           Consolidated Balance Sheets as of June 30, 2000 and June 25, 1999                            20

           Consolidated Statements of Income and Comprehensive Income (Loss) for
           the Years Ended June 30, 2000, June 25, 1999 and June 26, 1998                               21

           Consolidated Statements of Shareholders' Equity for the Years Ended
           June 30, 2000, June 25, 1999 and June 26, 1998                                               22

           Consolidated Statements of Cash Flows for the Years Ended June 30, 2000, June 25, 1999 and
           June 26, 1998                                                                                23

           Notes to Consolidated Financial Statements                                                   25
</TABLE>

                                      -2-
<PAGE>

                  NOTE CONCERNING FORWARD-LOOKING STATEMENTS

The discussions of the Company's business and activities set forth in this 10-K
and in other past and future reports and announcements by the Company may
contain forward-looking statements and assumptions regarding future activities
and results of operations of the Company. In light of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995, the Company
hereby identifies the following factors which could cause actual results to
differ materially from those reflected in any forward-looking statement made by
or on behalf of the Company: market acceptance of Company products and services;
changing business conditions or technologies in the semiconductor industry,
which could affect demand for the Company's products and services; the impact of
competition; problems with technology; product development schedules; delivery
schedules; changes in military or commercial testing specifications which could
affect the market for the Company's products and services; difficulties in
profitably integrating acquired businesses, if any, into the Company; risks
associated with conducting business internationally and especially in Southeast
Asia, including currency fluctuations and devaluation, currency restrictions,
local laws and restrictions and possible social, political and economic
instability; and other economic, financial and regulatory factors beyond the
Company's control.

                                    PART I

ITEM 1 - BUSINESS
         ---------

General
-------

Trio-Tech International designs, manufactures and sells equipment and systems
used in the manufacture and testing of semiconductor devices and electronic
components. In addition, the Company operates test facilities in the United
States, Europe and Southeast Asia that provide semiconductor testing services to
component manufacturers and users.

The Company's wet process equipment and temperature controlled chucks are used
to manufacture and test semiconductor wafers and other microelectronic
substrates in the "front-end" of the manufacturing process. The Company's
centrifuges, leak detectors, HAST systems, burn-in systems and rate of turn
tables are used primarily at the "back-end" of the semiconductor manufacturing
process to test finished semiconductor devices and electronic components.

Trio-Tech operates seven test facilities, one in the United States, one in
Europe and five in Southeast Asia. These provide customers a comprehensive range
of testing services, such as burn-in and life testing, for finished or packaged
components. Many manufacturers of semiconductors find it cost effective to sub-
contract these services to third parties.

Trio-Tech operations in Europe and Southeast Asia have active distribution
operations. These provide sales and support for Trio-Tech's equipment in these
regions and also distribute and support additional products from other
manufacturers. These products are complementary with the Company's products and
are used by the semiconductor and electronics industries.

Trio-Tech is actively pursuing a strategic plan for growth which is designed to
increase the Company's addressable market by expanding its product offerings
with equipment and services for the front-end of the manufacturing process to
complement its traditional niche in the back-end. The Company may achieve this
goal through new product development and/or, although no agreements have been
executed, the acquisition of complementary products and companies. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operation - Liquidity and Capital Resources." The acquisition of Universal
Systems, a leader in the design and manufacture of wet process equipment, in
November 1997, was an important step in this direction. Another is the
continuing development of Trio-Tech's temperature controlled chucks and the
development of its COBIS-II burn-in systems.

The terms "Trio-Tech" and "the Company" refer to Trio-Tech International and/or
its subsidiaries.

Company History
---------------

1958     Incorporated in California

1976     The Company formed Trio-Tech International Pte Ltd (TTIPte) in
         Singapore.

1984     The Company formed the European Electronic Test Center (EETC), a Cayman
         Islands subsidiary, to operate a test facility in Dublin, Ireland.

1985     The Company's Singapore subsidiary entered into a joint-venture
         agreement, Trio-Tech Malaysia, to operate a test facility in Penang.

                                      -3-
<PAGE>

1986     Trio-Tech International listed on the NASDAQ Small Cap market under the
         symbol TRTC.

1988     The Company acquired the Rotating Test Equipment Product Line of
         Genisco Technology Corporation.

1990     Trio-Tech International acquired Express Test Corporation in
         California. Trio-Tech Malaysia opened a new facility in Kuala Lumpur.

1992     Trio-Tech Singapore opened Trio-Tech Bangkok, Thailand Trio-Tech
         Singapore achieved ISO 9002 certification.

1994     Trio-Tech Malaysia started a new testing operation in Batang Kali.

1995     Trio-Tech Singapore achieved ISO 9001 certification.

1997     In November 1997, the Company acquired Universal Systems of Campbell,
         California.

1998     In September 1998, the Company listed on AMEX under the symbol TRT.

2000     Trio-Tech Singapore achieved QS 9000 certification.

Analysis of Sales
-----------------

The following table sets forth the percentage of revenues derived from product
sales, testing services and industry segments during the last three fiscal years
and the breakdown of revenues derived from customers in the United States,
Southeast Asia and Europe. The amounts represented in product sales and service
include revenues derived from the test equipment distribution business in
Singapore. Approximately 57% of the Company's revenues are earned in Singapore,
Malaysia and Thailand. See Note 11 to Consolidated Financial Statements,
Business Segments, for a more detailed description.

<TABLE>
<CAPTION>
                                                                         Year Ended
                                            --------------------------------------------------------------------
                                                 June 30, 2000          June 25, 1999           June 26, 1998
                                                 -------------          -------------           -------------
                                                                 (Dollar amounts in thousands)
<S>                                         <C>             <C>      <C>           <C>      <C>             <C>
Product and service sales by region:
United States                               $  10,324         39%    $   4,690       22%    $   4,095         19%
Southeast Asia                                  9,744         36         8,615       41         8,309         38
Europe                                            284          1           637        3         1,011          5
                                            ---------       ----     ---------     ----     ---------       ----
Total                                       $  20,352         76%    $  13,942       66%    $  13,415         62%
                                            =========       ====     =========     ====     =========       ====

Testing services sales by region:
United States                               $     205          1%    $     249        1%    $     312          1%
Southeast Asia                                  5,716         21         6,430       30         7,586         35
Europe                                            670          2           560        3           539          2
                                            ---------       ----     ---------     ----     ---------       ----
Total                                       $   6,591         24%    $   7,239       34%    $   8,437         38%
                                            =========       ====     =========     ====     =========       ====

Net sales:
Manufacturing                               $  13,384         49%    $   6,853       32%    $   6,335         29%
Testing                                         7,723         29         7,239       34         8,437         39
Distribution                                    5,836         22         7,089       34         7,080         32
                                            ---------       ----     ---------     ----     ---------       ----
Total net sales                             $  26,943        100%    $  21,181      100%    $  21,852        100%
                                            =========       ====     =========     ====     =========       ====
</TABLE>

                                      -4-
<PAGE>

Background Technology
---------------------

Semiconductor devices are fundamental building blocks used in electronic
equipment and systems. Each semiconductor device consists of an integrated
circuit that performs electronic functions. Integrated circuits are manufactured
through a series of complex steps on a wafer substrate, which is usually made of
silicon and measures three to eight inches in diameter. A finished wafer
consists of many integrated circuits; each referred to as a "device" or "die",
the number depending on the area of the circuits and the size of the wafer.
Manufacturers have increasingly utilized larger diameter wafers, and the
transition to 300mm (12 inch) wafers is currently underway throughout the
industry.

Wafers are typically sent through a series of 100 to 300 process steps. At many
of the process steps the wafer is washed and dried using wet process stations.
The finished wafer is put through a series of tests where each device on the
wafer is tested for functionality. After testing, the wafer is diced and each
die is encapsulated in packaging material, usually plastic or ceramic, with lead
wires that allow mounting onto printed circuit boards. Finished devices are put
through a series of screening processes, such as burn-in and electrical testing,
to ensure they meet necessary performance and quality standards, before shipment
to the customer. In 1999, the worldwide market for semiconductor devises was
estimated at $149 billion.

In addition to the growing demand for semiconductors, integrated circuits are
continually becoming more complex, with greater capacity, versatility and
smaller size. In order to fabricate these semiconductors, manufacturers must
continually improve their fabrication, packaging and test facilities. In 1999,
the world market for semiconductor manufacturing equipment was estimated at $30
billion, and expected to grow to $42 billion in 2000.

The market for semiconductor manufacturing equipment can be divided into wafer
fabrication (front-end) and assembly, packaging and test (back-end). The Company
estimates that the front-end equipment market is approximately 70%, with back-
end 20% and facilities 10% of the total market.

Trio-Tech's products and services are applicable at several stages of the
manufacturing and test processes. Its wet process benches are used at many wafer
fabrication stages. Its Artic temperature chucks are used to test semiconductor
wafers at accurately controlled temperatures. Its component centrifuges, leak
detectors, HAST equipment and burn-in systems are all used to test and screen
finished semiconductor devices to ensure they meet the specifications required
by the manufacturers and customers.

Trio-Tech's test services are concentrated on the back-end screening and test of
semiconductor devices. With the high concentration of semiconductor assembly and
packaging facilities in Southeast Asia, a large demand exists for third party
test services in this region. Customers use third party test services especially
to accommodate fluctuations in output or to benefit from economies that can be
offered by third party service providers.

Products
--------

The Company designs and manufactures equipment for the manufacture and test of
semiconductor wafers, devices and other electronic components.

Wet Process Stations

Wet process benches are used for cleaning, rinsing and drying semiconductor
wafers, magnetic disks, flat panel displays and other microelectronic
substrates. The wet process bench product line, which is manufactured by the
Company's subsidiary Universal Systems, includes manual and automated wet
process stations, and features radial and linear robots, state-of-the-art PC
touch-screen controllers and sophisticated scheduling and control software.

Artic Temperature Controlled Wafer Chucks

The Artic Temperature Controlled Chucks are used for test, characterization and
failure analysis of semiconductor wafers and other components at accurately
controlled hot and cold temperatures. Several models are available with
temperature ranges from -65(Degrees)C to +400(Degrees)C and in diameters from 4
to 12 inch. These systems provide excellent performance to meet the most
demanding customer applications. Several unique mechanical design features, for
which patents are pending, provide excellent mechanical stability under high
probing forces and across the temperature ranges.

Autoclaves and HAST (Highly Accelerated Stress Test) Equipment

Trio-Tech manufactures a range of autoclaves and HAST systems and specialized
test fixtures. Autoclaves provide pressurized, saturated vapor (100% relative
humidity) test environments for fast and easy monitoring of integrated circuit
manufacturing

                                      -5-
<PAGE>

processes. HAST equipment, which provides a pressurized high temperature
environment with variable humidity, is used to determine the moisture resistance
of plastic encapsulated devices. HAST provides a fast and cost-effective
alternative to conventional non-pressurized temperature and humidity testing.

Burn-in Equipment and Boards

Trio-Tech manufactures burn-in systems, burn-in boards and burn-in board test
systems. Burn-in equipment is used to subject semiconductor devices to elevated
temperatures while testing them electrically to identify early product failures
("infant mortalities") as well as to assure long-term reliability. Burn-in
testing approximates, in a compressed time frame, the electrical and thermal
conditions to which the device would be subjected during its normal life.

During 1998, the Company developed and launched its new COBIS-II burn-in system
that offers state-of-the-art dynamic burn-in capabilities and a Windows-based
operating system with full data logging and networking features. The Company
also offers burn-in boards for its COBIS burn-in systems and other brands of
burn-in systems. Burn-in boards are used to mount devices during high
temperature environmental stressing.

Component Centrifuges and Leak Detection Equipment

Component centrifuges and leak detection equipment are used to test the
mechanical integrity of ceramic and other hermetically sealed semiconductor
devices and electronic parts for high reliability and aerospace applications.
The Company's centrifuges are used to identify mechanical weaknesses of devices
by spinning them at a specified acceleration, creating a pressure of up to
30,000 g's (900,000 pounds per square inch). The Company's leak detection
equipment is designed to detect leaks in hermetic packaging by first
pressurizing the devices in a tracer gas or fluid and then visually scanning for
bubble trails emanating from defective devices.

Rate of Turn Tables

The Company manufactures a range of rate-of turn tables that are used to subject
test parts to accurately controlled angular velocities and g-forces. The systems
are typically used to test accelerometers, gyroscopes, turn and bank indicators,
inertial platforms and other motion sensors. Applications include automotive and
aerospace markets.

Product Development
-------------------

The Company incurred research and development costs of $205,000 in fiscal year
2000, $347,000 in fiscal 1999 and $158,000 in fiscal 1998.

Artic Temperature Controlled Wafer Chucks

Trio-Tech is continuing to develop its range of Artic temperature controlled
wafer chucks. In July 1999, the Company introduced its new range of TC3800
chucks for production wafer probing applications. These new chucks offer high
levels of mechanical stability under high probing loads. A triaxial guarding
option is available which enables very precise electrical measurements on the
wafer. During fiscal year 2000, the Company expanded the range of chucks for use
in all major production wafer probers and for new applications such as high
power device testing. The Company has also applied this new technology to 12
inch chucks with the development of the TC31200 temperature chuck for the
emerging 12 inch or 300mm wafers.

Wet Process Stations

The Company's subsidiary, Universal Systems, is actively developing its line of
wet process equipment. During fiscal year 2000, Universal has developed and
refined its SMARTware software products that allow increasingly complex
automated operations in its wet process equipment.

In addition, the Company also produced several new systems that utilize ozone
injection systems for organic cleaning of silicon wafers. Use of ozone injection
eliminates the need for toxic chemicals.

Testing Services
----------------

Trio-Tech owns and operates facilities that provide testing services for
semiconductor devices and other electronic components to meet the requirements
of military, aerospace, industrial and commercial applications.

                                      -6-
<PAGE>

The Company uses its own proprietary equipment for certain burn-in, centrifugal
and leak tests, and commercially available equipment for various other
environmental tests. The Company conducts the majority of its testing operations
in Southeast Asia with facilities in Singapore, Malaysia and Thailand. The
facilities in Penang and Bangkok have ISO 9002 certification whereas in
Singapore, the facilities are ISO 9001 certified. In addition, recently the
above facilities are QS 9000 certified. The Company also operates test
facilities in San Fernando, California and Dublin, Ireland.

The testing services are used by manufacturers and purchasers of semiconductors
and other components who either do not have testing capabilities or whose in-
house screening facilities are not sufficient to test devices to military or
certain commercial specifications. In addition, Trio-Tech provides overflow
testing and independent verification for companies with in-house capabilities.

Trio-Tech's laboratories perform a variety of tests, including stabilization
bake, thermal shock, temperature cycling, mechanical shock, constant
acceleration, gross and fine leak tests, electrical testing, static and dynamic
burn-in tests, and vibration testing. The laboratories also perform
qualification testing, consisting of intense tests conducted on small samples of
output from manufacturers who require qualification of their processes and
devices.

During fiscal year 2000, the Company leased with an option to purchase two burn-
in board loader/unloaders. The model LUBIB Series is an automated loading and
unloading system designed to offer burn-in boards applications precise placement
with high speed handling of various varieties of packages processed in trays. It
is available in dual or multi-heads configuration, which handles most Open Top
sockets. The LUBIB also has a simple conversion kit which allows the Company to
re-configure the equipment for different types of sockets and packages
combinations.

Distribution Activities
-----------------------

The Company's Singapore subsidiary continues to develop its international
distribution division. The distribution operation markets, sells and supports
Trio-Tech's products in Southeast Asia. In addition to Trio-Tech's own products,
this operation also distributes other complementary products from other
manufacturers in the United States, Europe and Japan, including environmental
chambers, shakers and vibration systems, solderability testers and other
manufacturing and test products.

Marketing, Distribution and Services
------------------------------------

The Company markets its products and services worldwide, both directly and
through independent sales representatives. There are approximately 12
independent representatives that operate within the United States and
approximately 7 in various foreign countries. The Company's marketing efforts in
the United States are coordinated from its headquarters in San Fernando, and its
Southeast Asia and European marketing efforts are assigned to its subsidiaries
in Singapore and Ireland, respectively. The Company advertises in trade journals
and participates in trade shows.

The Company's products and services are purchased by independent testing
laboratories and by users and manufacturers of semiconductor devices, including
well known corporations. During the year ended June 30, 2000, the Company had
sales of $4,132,000 and $3,417,000 to Catalyst Semiconductor and AMD,
respectively.

Backlog

The following table sets forth the Company's backlog at the dates indicated
(amounts in thousands):

<TABLE>
<CAPTION>
                                            June 30, 2000      June 25, 1999
                                           ---------------    ---------------
          <S>                              <C>                <C>
          Manufacturing backlog             $        6,455    $         2,333

          Testing service backlog                    3,920              2,979

          Distribution backlog                         845              1,858
                                           ---------------    ---------------
                                            $       11,220    $         7,170
                                           ===============    ===============
</TABLE>

Based upon past experience, the Company does not anticipate any significant
cancellations. The purchase orders for manufacturing, testing and distribution
require delivery within the next 12 months. The Company does not anticipate any
difficulties in meeting delivery schedules.

                                      -7-
<PAGE>

Manufacturing and Supply
------------------------

The Company's products are designed by its engineers and are assembled and
tested at its facilities in San Fernando and San Jose, California, Singapore and
Ireland. All parts and certain components are purchased from outside sources for
assembly by the Company.

Trio-Tech uses Fluorinert, a special indicator fluid sold by the 3M Company, in
its gross leak equipment. The Company has not experienced any difficulty in
obtaining Fluorinert to date. There can be no assurance that the Trio-Tech will
not experience difficulties or delays in obtaining Fluorinert in the future. In
December 1998, the Company discontinued its Tracer-Flo product line which
required Krypton 85 gas. The Company does not believe that it will have any
future requirement for Krypton 85 gas.

Competition
-----------

The semiconductor equipment industry is highly competitive. The principal
competitive factors in the industry are product performance, reliability,
service and technical support, product improvements, price, established
relationships with customers and product familiarity. The Company has
competitors for its various products. However, the Company believes its products
compete favorably with respect to each of these factors in the markets in which
it operates. There can be no assurance that competition will not increase or
that the Company's technological advantages may not be reduced or lost as a
result of technological advances by competitors or changes in semiconductor
processing technology.

There are numerous testing laboratories in the areas in which the Company
operates that perform a range of testing services similar to those offered by
the Company. Since the Company has sold and will continue to sell its products
to competing laboratories and other test products are available from other
manufacturers, the Company's competitors can offer the same testing
capabilities. This equipment is also available to semiconductor manufacturers
and users who might otherwise use outside testing laboratories, including the
Company, to perform environmental testing. The existence of competing
laboratories and the purchase of testing equipment by semiconductor
manufacturers and users are potential threats to the Company's future revenues
and earnings from testing.

Patents
-------

Trio-Tech holds a United States Patent granted in 1987 in relation to its
pressurization humidity testing equipment. The Company also holds a United
States Patent granted in 1994 on certain aspects of its Artic temperature test
systems. In fiscal year 2000, the Company filed a new United States patent
application for several aspects of its new range of Artic temperature chucks.

Government Regulation
---------------------

Up until December 1998, the Company supported the Tracer-Flo product line. The
Tracer-Flo process uses Krypton 85, an inert radioactive gas, the supply and
handling of which are subject to regulation by the United States Nuclear
Regulatory Commission (NRC) and the California Department of Health Physics. The
Company was obliged, therefore, to train the Tracer-Flo operators, which are
licensed by the State of California, and maintain records and control its
supplies of Krypton 85. The California agency conducts periodic site
inspections, and the NRC monitors interstate shipments and can inspect the
Company's shipping records. No security clearance is required to handle the gas,
which has a low level of radioactivity. This product line experienced declining
sales for several years. The Company discontinued manufacture and support of
this product line in December 1998.

Employees
---------

As of June 30, 2000, the Company had approximately 53 employees in the United
States, 286 in Singapore, 112 in Malaysia, 32 in Bangkok, and 17 in Ireland for
a total of approximately 500 employees. None of the Company's employees is
represented by a labor union.

                                      -8-
<PAGE>

ITEM 2 - PROPERTIES
-------------------

The following table sets forth information as to the location and general
character of the principal manufacturing and testing facilities of the
Registrant:

<TABLE>
<CAPTION>
                                                                                                Owned (O)
                                                                         Approx.              or Leased (L)
                                                                         Sq. Ft.               Expiration
         Location                          Principal Use                Occupied                  Date
-----------------------------         ------------------------      -----------------    -----------------------
<S>                                   <C>                           <C>                  <C>
355 Parkside Dr.                      Headquarters/                            21,000    (L) Jan. 2001 *4
San Fernando, CA 9l340                Manufacturing/
                                      Testing

6951-A Via Del Oro                    Manufacturing                            15,000    (L) Feb. 2004
San Jose, CA 95119

Abbey Road                            Testing/Manufac-                         18,400    (O) *1
Deansgrange Co.                       Turing
Dublin, Ireland

1004, Toa Payoh North, Singapore
HEX 07-01/07,                         Testing                                   6,833    (L) November 2000 *4
HEX 03-01/03                          Testing/Manufacturing                     2,959    (L) November 2000 *4
HEX 03-16/17                          Testing                                   1,983    (L) July 2002
HEX 01-08/15                          Manufacturing/Testing                     6,865    (L) January 2003

1008, Toa Payoh North, Singapore
HEX 03-01/06                          Testing                                   7,345    (L) March 2003
HEX 03-09/15                          Logistics                                 4,435    (L) January 2003
HEX 03-16/18                          Distribution                              5,130    (L) January 2003
HEX 01-08                             Power Substation                            603    (L) January 2003

Plot 1A, Phase 1                      Testing                                  49,924    (L) Aug. 2004
Bayan Lepas Free Trade Zone
11900 Penang, Malaysia

327, Chalongkrung Road,               Testing                                  11,300    (O) *2
Lamplathew, Lat Krabang,
Bangkok 10520, Thailand

Lot No. B7, Kawasan MIEL              Manufacturing                            24,142    (O) *3
Batang Kali, Phase II,
43300 Batang Kali
Selangor Darul Ehsan, Malaysia

45, Jalan Tpp 1/1                     Testing                                   8,420    (L) Feb. 2001 *4
Taman Perindustrian Puchong
47100 Kuala Lumpur, Malaysia

2 Moldes Apartment,                   Distribution                                538    (L) April 2001
Las Vegas Street, Putatan
Muntinlupa City, Phillipines
</TABLE>

                                      -9-
<PAGE>

1*   Purchased for 270,000 Irish Pounds, equivalent to approximately
     U.S. $261,000 based on the exchange rate as of June 28, 1985, of which
     approximately 30% was recovered by the Company as part of the grant monies
     received from the Industrial Development Authority of the Republic of
     Ireland.

2*   Purchased for Thai Baht 13,500,000, equivalent to approximately
     U.S. $533,000 based on the exchange rate as of June 25, 1993.

3*   Purchased for Malaysia Ringgit 1,000,000, equivalent to U.S. $387,000 based
     on the exchange rate as at June 24, 1994. Accordingly, the term for this
     land lease will expire in October 2052.

4*   The above four leases are not long-term and therefore arrangements will
     have to be made to extend same or move to other quarters. The Company
     anticipates that similar terms will be offered and does not believe that
     material expenses will be incurred.

ITEM 3 - LEGAL PROCEEDINGS
--------------------------

On August 24, 1995, the Company was served in a civil action brought by HM
Holdings, Inc. (HM) against 106 defendants, including the Company. HM has
paid $3,750,000 to the Federal Environmental Protection Agency to settle a
proceeding alleging that HM's predecessor company caused soil and groundwater
contamination of the North Hollywood (California) Superfund Site and may have
additional liabilities. HM alleges that the 106 defendants caused or contributed
to the contamination. An additional legal matter may arise in part out of a
related suit by Lockheed Martin Corporation against HM and other defendants,
possibly including the Company (which has not been served in this related suit),
involving the nearby Burbank Superfund Site, which HM is seeking to settle and
to assign its claim against the 106 defendants to Lockheed Martin. The Company
vacated its Burbank location in 1987. The Company believes its liability
insurance should cover this claim, but its insurers have not yet made a decision
regarding this matter. Management, based on its present information, believes
that the outcome of this litigation will not materially affect the Company's
consolidated financial position or results of operations.

The Company is, from time to time, the subject of litigation claims and
assessments arising out of matters occurring in its normal business operations.
In the opinion of management, resolution of these matters will not have a
material adverse effect on the Company's financial statements.

There are no material proceedings to which any director, officer or affiliate of
the Registrant, any beneficial owner of more than five percent of the
Registrant's common stock or any associate of such person is a party that is
adverse to the Registrant or its properties.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

None.

                                      -10-
<PAGE>

                                    PART II

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
------------------------------------------------------------------------------

The Registrant's common stock is traded on the American Stock Exchange under the
symbol "TRT". The following table sets forth, for the periods indicated, the
range of high and low sales prices of Trio-Tech International's Common Stock as
quoted by AMEX. These prices do not include retail mark-ups, markdowns or
commissions:

<TABLE>
<CAPTION>
         Quarter Ended                High      Low
     ----------------------          ------    -----
     <S>                             <C>       <C>
     Fiscal 1999
     ----------------------
        September 25, 1998            4.75      2.63
        December 25, 1998             3.25      2.13
        March 26, 1999                3.69      2.63
        June 25, 1999                 3.67      2.75

     Fiscal 2000
     ----------------------
        September 24, 1999            4.88      2.75
        December 31, 1999             4.25      3.00
        March 31, 2000                7.00      3.63
        June 30, 2000                 8.00      3.63

     ----------------------
     Fiscal 2001
     ----------------------
        June 30, 2000 to              6.94      5.50
        September 20, 2000
</TABLE>

The Registrant's common stock is held by approximately 625 shareholders of
record as of September 20, 2000. Approximately 1,945,235 shares are held by Cede
and Co., a clearinghouse that holds stock certificates in "street" name for an
unknown number of shareholders.

The Company has never declared any cash dividends on its common stock. Any
future determinations as to cash dividends will depend upon the earnings and
financial position of the Company at that time and such other factors as the
Board of Directors may deem appropriate. It is anticipated that no dividends
will be paid to holders of common stock in the foreseeable future.

In December 1999 the Company repriced certain outstanding warrants and options
covering an aggregate of 529,480 shares of the Companies common stock, the
exercise price under which exceeded $5.00 per share, to $5.00 per share.

In March 2000, the Company amended its outstanding redeemable Warrants covering
349,600 shares of Common Stock that were issued in 1997, are to expire in
November 2000 and are exercisable in full at $5.00 per share. That amendment
provided that, for each two Warrants exercised on or before May 10, 2000, the
Company would issue to the holder thereof a new redeemable warrant to purchase
one share of the Common Stock of this Corporation. In response to that
amendment, persons holding Warrants covering an aggregate of 73,740 shares of
Common Stock exercised their Warrants and received in connection with that
exercise new warrants covering a total of 36,870 shares of Common Stock. The new
warrants expire on May 6, 2002, have an exercise price of $8.00 per share and
may only be amended or modified by a written instrument signed by the holder or
the Company against whom enforcement of the amendment or modification is sought.

                                      -11-
<PAGE>

ITEM 6 - SELECTED FINANCIAL DATA
(In thousands except share and per share data)

<TABLE>
<CAPTION>
                                       June 30,          June 25,        June 26,        June 27,        June 30,
                                         2000              1999            1998            1997            1996
                                      ---------         ---------       ---------       ---------       ---------
<S>                                  <C>               <C>             <C>             <C>             <C>
Statement of Operations

Net sales                            $   26,943        $   21,181      $   21,852      $   21,548      $   23,185

Income (loss) from Operations               501              (207)            969           3,057           2,712

Net Income                                1,034               195             831           1,002             806

Net income per share:
  Basic                              $     0.37        $     0.07      $     0.34      $     0.54      $     0.45
  Diluted                            $     0.36        $     0.07      $     0.33      $     0.54      $     0.45

Weighted average common
  shares outstanding
  Basic                               2,759,000         2,745,000       2,413,000       1,850,000       1,793,000
  Diluted                             2,895,000         2,757,000       2,484,000       1,961,000       1,926,000

Balance Sheet

Current assets                       $   17,279        $   12,723      $   14,036      $   13,843      $   11,760
Current liabilities                       8,349             5,934           7,439           7,039           8,169
Working capital                           8,930             6,789           6,597           6,804           3,591

Total assets                             22,712            18,932          19,331          18,528          17,416

Long-term debt and
  capitalized leases                        586               962             426             723             688
Shareholders' equity                 $   10,448        $    9,051      $    8,763      $    6,463      $    5,207
</TABLE>

                                      -12-
<PAGE>

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS
-------------
The following discussion should be read in conjunction with the Company's
Financial Statements, including the related notes thereto, and other financial
information included herein. The information in this 10-K includes
forward-looking statements. In addition, past operating results are not
necessarily indicative of the results to be expected in future periods. See
"Note Concerning Forward-Looking Statements" prior to "Part I - Item 1 -
Business" on page 3.

Year Ended June 30, 2000 ("2000") Compared to Year Ended June 25, 1999 ("1999")
-------------------------------------------------------------------------------

Net sales increased by $5,762,000 or 27.2% from $21,181,000 in 1999 to
$26,943,000 in 2000 due to the world wide upturn in the semiconductor industry.
The increased in sales mostly derived from United States. Net sales for the
Southeast Asia operations increased $415,000 or 2.8% from $15,045,000 in 1999 to
$15,460,000 in 2000 due mainly to higher manufacturing volume in Singapore and
testing volume in Malaysia.

Cost of sales increased $4,343,000 or 28% from $15,504,000 in 1999 to
$19,847,000 in 2000. As a percentage of sales, it increased 0.5% from 73.2% in
1999 to 73.7% in 2000. The cost as a percentage of sales remained rather
constant despite the significant increase in sales.

Operating expenses increased by $711,000 or 12.1% from $5,884,000 in 1999
to $6,595,000 in 2000 in order to cope with the increased demand in sales and
provision for the downsizing of facility in Kuala Lumpur. In addition, the
Company's subsidiary, Universal Systems moved to a new facility in February
1999.

Research and development expenses decreased by $142,000 to $205,000 in 2000
from $347,000 in 1999 due to the maturity in the development of a range of Artic
Temperature Controlled Chucks.

Interest expense decreased in 2000 by $16,000 or 14.8%, from $108,000 in 1999
to $92,000 in 2000, due to decreases in lines of credit and mostly capitalized
leases.

Other income has decreased by $377,000 or 47.3% from $797,000 in 1999 to
$420,000 in 2000 primarily due to costs in 2000 associated with the closure of
the Company's Kuala Lumpur, Malaysia facility. The gain on sale of building
relates to one of the Company's Singapore facilities.

Year Ended June 25, 1999 ("1999") Compared to Year Ended June 26, 1998 ("1998")
-------------------------------------------------------------------------------

Net sales decreased by $671,000 or 3.1% from $21,852,000 in 1998 to $21,181,000
in 1999 due to the general slowdown in the semiconductor industry and the poor
economic conditions in Southeast Asia. Net sales for the Southeast Asia
operations decreased $850,000 or 5.3% from $15,895,000 in 1998 to $15,045,000 in
1999 due mainly to lower testing volume in Malaysia and Singapore.

Cost of sales increased $1,484,000 or 10.6% from $14,020,000 in 1998 to
$15,504,000 in 1999. As a percentage of sales, it increased 9.0% from 64.2% in
1998 to 73.2% in 1999. This increase is primarily due to a shift in relative
sales from high margin test services to lower margin distribution sales.

Operating expenses decreased by $979,000 or 14.3% from $6,863,000 in 1998
to $5,884,000 in 1999 as a result of a series of implemented cost controls.

Research and development expenses increased by $189,000 to $347,000 in 1999
from $158,000 in 1998 due to the Company's commitment to the development of a
range of Artic Temperature Controlled Chucks.

Interest expense decreased in 1999 by $60,000 or 35.7%, from $168,000 in 1998
to $108,000 in 1999, due to decreases in lines of credit and mostly capitalized
leases.

Other income has increased by $293,000 or 58.1% from $504,000 in 1998 to
$797,000 in 1999 primarily due to disposal of marketable securities in Malaysia,
interest income earned on certificates of deposit, reduced provision of doubtful
debts in Thailand and service income earned by providing installation services
to a customer in Thailand.

                                      -13-
<PAGE>

Liquidity and Capital Resources
-------------------------------
Net cash generated by operating activities during the year ended June 30, 2000
was $801,000 compared to $49,000 generated by operating activities during the
year ended June 25, 1999. The positive cash flow from operating activities in
2000 was comprised of $1,034,000 from net income, an increase in accounts
payable and accrued expenses of $2,437,000, an increase in income taxes payable
of $171,000, an increase in deferred income taxes of $138,000, an increase in
minority interest of $210,000 and $1,523,000 of non-cash depreciation and
amortization. These amounts were partially offset by positive cash flow
comprised of $809,000 of gain on sale of property and equipment, an increase in
accounts receivable of $1,643,000, an increase in other receivables of $563,000,
an increase in inventories of $957,000, prepaid expenses of $377,000 and other
assets of $363,000.

Net cash used by investing activities during 2000 was $186,000 compared
to $1,209,000 used by investing activities in the 1999 year. The net cash used
by investing activities was a result of increase in capital expenditures of
$1,327,000, an increase in cash deposits of $653,000 offset by proceeds from
sale of property and equipment of $1,794,000.

Net cash used by financing activities during 2000 was $138,000 compared
to $629,000 used by financing activities in the 1999 year. The cash outflow from
financing acitivities include $677,000 of payments on lines of credit, long term
obligations and capitalized leases, which was offset by a cash inflow of
$126,000 from additional borrowing under lines of credit and the issuance of
common stock in the Company of $413,000.

The Company's subsidiary, TTI Pte, has a secured credit agreement with a bank
that provides for a total line of credit of $4,052,000. Borrowings under the
line were $241,000 and $214,000 at the end of fiscal 2000 and 1999,
respectively. The interest rate on borrowings is at the bank's prime rate (6.25%
at June 30, 2000) plus 1.25%. Prior to year-end, borrowings under this agreement
were collateralized on substantially all of TTI Pte's assets. Subsquent to year
end, the line was increased to $5,789,000 is collateralized by cash in the
amount of $1,158,000. The agreement contains certain debt covenants including
maintaining a minimum net worth of $3,473,000 at TTI Pte. This line of credit
has no expiration date. The Company was in compliance with all debt covenants at
June 30, 2000.

The Company's subsidiary, TTM, has a secured credit agreement with a bank that
provides for a total line of credit of $40,000. At June 30, 2000, there were no
borrowings outstanding. The line of credit bears interest at the bank's
reference rate (6.8% at June 30, 2000) plus 2.5%. This line of credit has no
expiration date.

The Company's subsidiary, TTKL, has a secured credit agreement with a bank that
provides for a total line of credit of $132,000. At June 30, 2000, there were no
borrowings outstanding. The line of credit bears interest at the bank's
reference rate (6.8% at June 30, 2000) plus 2.5%. This line of credit has no
expiration date.

The Company's subsidiary, TTBK, has a line of credit that provides for
borrowings of approximately $51,000. Interest on the line is at the bank's
reference rate (8.5% at June 30, 2000) plus 1%. At June 30, 2000, there were no
borrowings outstanding. This line of credit does not have an expiration date.

The Company's subsidiary, TT Ireland, has a credit agreement that provides for a
mortgage loan of $394,000. Borrowings under the mortgage loan amounted to
$220,000 as of June 30, 2000. Interest is at the bank's prime rate (4.4% at June
30, 2000) plus 3.2%.

The Company had a revolving line of credit of $150,000 from a bank bearing
interest at 1.8% above the bank's reference rate (8.5% at June 30, 2000). The
Company has repaid the borrowing under the line of credit of $150,000 during the
year.

In March 2000, the Company executed a letter of intent to acquire all of the
issued and outstanding capital stock of Thermo Voltek Corp. (doing business as
KeyTek), an indirect, wholly owned subsidiary of Thermo Electron Corporation.
KeyTek is a leading supplier of test equipment used to certify that electronic
products meet ULL and CE standards for electromagnetic compatibility, as well as
equipment to test semiconductor devices and wafers for electrostatic discharge,
electrical overstress, electrical fast transients and related phenomena. The
proposed purchase price for the capital stock is $6,040,000 in cash, subject to
a post-closing adjustment based on net book value. Although the letter of intent
expired by its terms on August 31, 2000 and no definitive agreement has been
executed, the parties have not, as of the date hereof, determined to abandon the
proposed transaction.

The Company intends to finance the entire purchase price for the capital stock
of KeyTek. As previously disclosed, the Company initially intended to raise the
funds for the acquisition of KeyTek through the sale of certain convertible
notes and the issuance of warrants. However, management of the Company
subsequently determined that the proposed terms thereof were unfavorable to the
Company and its shareholders and determined not to proceed with such financing.
The Company is currently seeking other financing for the acquisition, which
financing may be in the form of third-party loans, convertible debt, a
promissory note to the stockholder of KeyTek or other forms of financing or a
combination of the foregoing. Unless and until a

                                      -14-
<PAGE>

commitment for sufficient financing on terms satisfactory to the Company has
been obtained, it is not anticipated that a definitive agreement for the
acquisition of KeyTek will be executed.

Any definitive agreement that may be signed will provide that the closing will
be subject to customary conditions (including due diligence, Board approvals and
the like) and the Company's receipt of satisfactory assurances that the key
employees of KeyTek will remain employees after the closing.

The foregoing information regarding the proposed KeyTek acquisition constitutes
forward looking information and is subject to the provisions of the Note
Concerning Forward-Looking Statements on page 3 of this Form 10-K. Additionally,
various other factors may affect the ability of the Company to consummate the
proposed transaction, many of which are beyond the control of the Company. There
is no assurance that the Company will be able to obtain any financing for the
proposed acquisition or financing on terms satisfactory to it. Even if
satisfactory financing is obtainable, until the financing is actually funded,
there is no assurance that the terms thereof will not be revised or the
financing terminated. Additionally, there is no assurance that the stockholder
of KeyTek will enter into a definitive agreement for the sale of KeyTek even if
satisfactory funding is obtainable. Even if a definitive agreement is executed,
there is no assurance that the conditions to closing will be able to be
satisfied or that the transaction will be consummated.

On September 1, 1998, the government of Malaysia announced its intention to
limit the movement of certain cash balances denominated in Malaysian currency.


ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
--------------------------------------------------------------------

Not applicable.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
----------------------------------------------------

The information called for by this item is included in the Company's
consolidated financial statements beginning on page 19 of this Annual Report on
Form 10-K.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
------------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------

None

                                   PART III

The information required by Items 10 through 13 of Part III of this Form 10-K is
hereby incorporated by reference from the Company's Proxy Statement to be filed
with the Securities and Exchange Commission within 120 days after the end of
fiscal 2000.

                                    PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
-------------------------------------------------------------------------

(a) (1 and 2) FINANCIAL STATEMENTS AND SCHEDULES:

              The following financial statements, including notes thereto and
              the independent auditors' report with respect thereto, are filed
              as part of this Annual Report on Form 10-K, starting on page 18
              hereof:

              1.  Independent Auditors' Report
              2.  Consolidated Balance Sheets
              3.  Consolidated Statements of Income and Comprehensive Income
                  (Loss)
              4.  Consolidated Statements of Shareholders' Equity
              5.  Consolidated Statements of Cash Flows
              6.  Notes to Consolidated Financial Statements

                                      -15-
<PAGE>

(b)  REPORTS ON FORM 8-K:

     The Company did not file any reports on Form 8-K during the quarter ended
June 30, 2000.

(c)  EXHIBITS:

<TABLE>
<CAPTION>
Number                             Description                                  Page Number
------                             -----------                                  -----------
<S>         <C>                                                                 <C>
3.1         Articles of Incorporation, as currently in effect.
            [Previously filed as Exhibit 3.1 to the Annual
            Report on Form 10-K for June 24, 1988.]                                 --

3.2         Bylaws, as currently in effect. [Previously filed
            as Exhibit 3.2 to the Annual Report on Form 10-K
            for June 24, 1988.]                                                     --

4.1         Form of Redeemable Warrants to Purchase Common Stock
            Issued in May 2000.                                                     --

10.2        Real Estate Lease, dated September 29, 1987,
            between Stierlin Industrial Center and Registrant.
            [Previously filed as Exhibit 10.5 to the
            Registration Statement on Form S-1 (No. 2-87606).]                      --

10.3        Tenancy of Flatted Factory Unit, dated December 2,
            1982, between Jurong Town Corporation and
            Registrant. [Previously filed as Exhibit 10.8
            to the Registration Statement on Form S-1
            (No. 2-87606).]                                                         --

10.4        Tenancy of Flatted Factory Unit, dated September 10,
            1982, between Jurong Town Corporation and
            Registrant. [Previously filed as Exhibit 10.9
            to the Registration Statement on Form S-1
            (No. 2-8766).]                                                          --

10.5        Real Estate Lease, dated December 15, 1986, between San
            Fernando Associates and Registrant. [Previously filed
            as Exhibit 10.17 to the Annual Report on Form 10-K
            for June 28, 1987.]                                                     --

10.9        Credit Facility Letter dated November 2, 1993,
            between Trio-Tech International Pte. Ltd. and
            Standard Chartered Bank.                                                --

10.10       1998 Stock Option Plan. [Previously filed
            as Exhibit 1 to the Company's proxy statement filed under
            regulation 14A on October 27, 1997].

10.11       Directors Stock Option Plan. [Previously filed
            as Exhibit 2 to the Company's proxy statement filed under
            regulation 14A on October 27, 1997]. **

21.1        Subsidiaries of the Registrant (100% owned by the
            Registrant except as otherwise stated):

            Trio-Tech International Pte. Ltd., a Singapore Corporation

            Trio-Tech Test Services Pte. Ltd., a Singapore Corporation
</TABLE>

                                      -16-
<PAGE>

        Trio-Tech Reliability Services, a California Corporation

        Express Test Corporation, A California Corporation

        European Electronic Test Center, Ltd., A Cayman Islands
         Corporation

        Trio-Tech Malaysia, a Malaysia Corporation
        (55% owned by the Registrant)

        Trio-Tech Kuala Lumpur, a Malaysia Corporation
        (100% owned by Trio-Tech Malaysia)

        Trio-Tech Bangkok, a Thailand Corporation

        Prestal Enterprise Sdn Bhd, a Malaysia Corporation
        (76% owned by the Registrant)

        KTS Incorporated, doing business as Universal Systems, a California
        Corporation

23.1    Independent Auditors' Consent *

27.1    Financial Data Schedule *

--------------------------------------------------------------------------------
 * Filed electronically herewith

** Indicates a management contract or compensatory plan or arrangement required
   to be filed as an exhibit to this Form 10-K.

                                      -17-
<PAGE>

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                        TRIO-TECH INTERNATIONAL

                                        By: /s/ Victor H.M. Ting
                                           --------------------------
                                           VICTOR H.M. TING
                                           Vice President and
                                           Chief Financial Officer
                                           Date: September 26, 2000

Pursuant to the requirement of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

          /s/ A. Charles Wilson                              September 26, 2000
          ------------------------------------
          A. Charles Wilson, Director
          Chairman of the Board

          /s/ S. W. Yong                                     September 26, 2000
          ------------------------------------
          S. W. Yong, Director
          President and Chief Executive
          Officer

          /s/ Victor H.M. Ting                               September 26, 2000
          ------------------------------------
          Victor H.M. Ting
          Vice President, Chief Financial Officer
          and Principal Accounting Officer

          /s/ Jason T. Adelman                               September 26, 2000
          ------------------------------------
          Jason T. Adelman, Director

          /s/ Richard M. Horowitz                            September 26, 2000
          ------------------------------------
          Richard M. Horowitz, Director

          /s/ F.D. (Chuck) Rogers                            September 26, 2000
          ------------------------------------
          F.D. (Chuck) Rogers, Director

          /s/ William L. Slover                              September 26, 2000
          ------------------------------------
          William L. Slover, Director

                                      -18-
<PAGE>

INDEPENDENT AUDITORS' REPORT


Board of Directors
Trio-Tech International
San Fernando, California:

We have audited the accompanying consolidated balance sheets of Trio-Tech
International and subsidiaries (the "Company") as of June 30, 2000 and June 25,
1999, and the related consolidated statements of income and comprehensive income
(loss), shareholders' equity, and cash flows for each of the three years in the
period ended June 30, 2000. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Trio-Tech International and
subsidiaries as of June 30, 2000 and June 25, 1999, and the results of their
operations and their cash flows for each of the three years in the period ended
June 30, 2000 in conformity with accounting principles generally accepted in the
United States of America.

DELOITTE & TOUCHE LLP

/s/ DELOITTE & TOUCHE LLP

Los Angeles, California
September 20, 2000

                                      -19-
<PAGE>

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                 June 30,            June 25,
ASSETS                                             Notes          2000                1999
                                                  -------     -------------      ---------------
<S>                                               <C>         <C>                <C>
CURRENT ASSETS:
  Cash                                                        $  1,956,000       $   1,593,000
  Cash deposits                                                  5,152,000           4,499,000
  Trade accounts receivable, less
    allowance for doubtful
    accounts of $221,000 in
    2000 and $219,000 in 1999                                    6,103,000           4,460,000
  Other receivables                                                845,000             282,000
  Inventories                                       2            2,756,000           1,799,000
  Prepaid expenses and other
    current assets                                                 467,000              90,000
                                                              ------------       -------------
      Total current assets                          5           17,279,000          12,723,000

PROPERTY AND EQUIPMENT, Net                         3,5,7        4,497,000           5,538,000
OTHER ASSETS, Net                                   4              936,000             671,000
                                                              ------------       -------------
TOTAL ASSETS                                                  $ 22,712,000       $  18,932,000
                                                              ============       =============

LIABILITIES AND
SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Lines of credit                                   5         $    241,000       $     364,000
  Accounts payable                                               4,128,000           1,989,000
  Accrued expenses                                  6            3,303,000           3,005,000
  Income taxes payable                                             242,000              71,000
  Current portion of long-term debt
    and capitalized leases                          7,9            435,000             505,000
                                                              ------------       -------------
      Total current liabilities                                  8,349,000           5,934,000
                                                              ------------       -------------
LONG-TERM DEBT AND
CAPITALIZED LEASES,
    Net of current portion                          7,9            586,000             962,000
                                                              ------------       -------------
DEFERRED INCOME TAXES                               8              720,000             582,000
                                                              ------------       -------------
MINORITY INTEREST                                                2,609,000           2,403,000
                                                              ------------       -------------
COMMITMENTS AND CONTINGENCIES                       9
SHAREHOLDERS' EQUITY:                               10
  Common stock; authorized,
    15,000,000 shares; issued and
    outstanding, 2,836,618 shares
    (2000) and 2,741,334 shares
    (1999) stated at                                             9,067,000           8,654,000
  Retained earnings                                              1,726,000             692,000
  Accumulated other comprehensive loss                            (345,000)           (295,000)
                                                              ------------       -------------
      Total shareholders' equity                                10,448,000           9,051,000
                                                              ------------       -------------
TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                                        $ 22,712,000       $  18,932,000
                                                              ============       =============
</TABLE>

                                 See notes to consolidated financial statements.

                                      -20-
<PAGE>

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                              Year Ended
                                                        ----------------------------------------------------
                                                           June 30,           June 25,            June 26,
                                             Notes           2000               1999               1998
                                            -------     --------------     --------------     --------------
<S>                                         <C>         <C>                <C>                <C>
NET SALES                                      11       $   26,943,000     $   21,181,000     $   21,852,000
COST OF SALES                                               19,847,000         15,504,000         14,020,000
                                                        --------------     --------------     --------------
GROSS PROFIT                                                 7,096,000          5,677,000          7,832,000

OPERATING EXPENSES:
   General and administrative                                4,570,000          3,877,000          4,853,000
   Selling                                                   1,820,000          1,660,000          1,852,000
   Research and development costs                              205,000            347,000            158,000
                                                        --------------     --------------     --------------
     Total                                                   6,595,000          5,884,000          6,863,000
                                                        --------------     --------------     --------------

INCOME (LOSS) FROM OPERATIONS                  11              501,000           (207,000)           969,000

OTHER INCOME (EXPENSES)
   Interest expense                            5,7             (92,000)          (108,000)          (168,000)
   Other income                                                420,000            797,000            504,000
   Gain on sale of building                                    696,000
                                                        --------------     --------------     --------------
     Total                                                   1,024,000            689,000            336,000
                                                        --------------     --------------     --------------
INCOME BEFORE INCOME TAXES AND
   MINORITY INTEREST                                         1,525,000            482,000          1,305,000

INCOME TAXES                                   8             (106,000)            (45,000)          (455,000)
                                                        --------------     --------------     --------------

INCOME BEFORE MINORITY INTEREST                              1,419,000            437,000            850,000

MINORITY INTEREST                                             (385,000)          (242,000)           (19,000)
                                                        --------------     --------------     --------------

NET INCOME                                                   1,034,000            195,000            831,000

OTHER COMPREHENSIVE INCOME (LOSS):
   Foreign currency translation adjustment                     (50,000)           147,000         (2,164,000)
                                                        --------------     --------------     --------------

COMPREHENSIVE INCOME (LOSS)                             $      984,000     $      342,000     $   (1,333,000)
                                                        ==============     ==============     ==============

EARNINGS PER SHARE:
   Basic                                                $         0.37     $         0.07     $         0.34
                                                        ==============     ==============     ==============

   Diluted                                              $         0.36     $         0.07     $         0.33
                                                        ==============     ==============     ==============

WEIGHTED AVERAGE NUMBER OF COMMON AND
   COMMON POTENTIAL SHARES OUTSTANDING
     Basic                                                   2,759,000          2,745,000          2,413,000
     Diluted                                                 2,895,000          2,757,000          2,484,000
</TABLE>

                                 See notes to consolidated financial statements.

                                      -21-
<PAGE>

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                              Common Stock                   Retained           Accumulated
                                            --------------------------
                                                                             Earnings              Other
                                              Number of                    (Accumulated         Comprensive
                                               Shares          Amount        Deficit)          Income (loss)         Total
                                            ------------  ------------    --------------      --------------      -----------
<S>                                         <C>           <C>             <C>                 <C>                 <C>
Balance, June 27, 1997                         1,936,596  $  5,075,000    $     (334,000)     $    1,722,000      $ 6,463,000

Net income                                                                       831,000                              831,000

Issuance of common stock                         721,153     3,488,000                                              3,488,000

Exercise of stock options (Note 10)               89,837       145,000                                                145,000

Foreign currency translation adjustment                                                           (2,164,000)      (2,164,000)
                                            ------------  ------------    --------------      --------------      -----------
Balance, June 26, 1998                         2,747,586     8,708,000           497,000            (442,000)       8,763,000

Net income                                                                       195,000                              195,000

Exercise of stock options (Note 10)                7,500        12,000                                                 12,000

Repurchase of common stock                       (13,752)      (66,000)                                               (66,000)

Foreign currency translation adjustment                                                              147,000          147,000
                                            ------------  ------------    --------------      --------------      -----------
Balance, June 25, 1999                         2,741,334     8,654,000           692,000            (295,000)       9,051,000

Net income                                                                     1,034,000                            1,034,000

Exercise of stock options (Note 10)               20,625        45,000                                                 45,000

Issuance of common stock                          74,659       368,000                                                368,000

Foreign currency translation adjustment                                                              (50,000)         (50,000)
                                            ------------  ------------    --------------      --------------      -----------
Balance, June 30, 2000                         2,836,618  $  9,067,000    $    1,726,000      $     (345,000)     $10,448,000
                                            ============  ============    ==============      ==============      ===========
</TABLE>

                                 See notes to consolidated financial statements.

                                      -22-
<PAGE>

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                          Year Ended
                                                                      --------------------------------------------------
                                                                        June 30,           June 25,           June 26,
                                                                          2000               1999               1998
                                                                      ------------      -------------       ------------
<S>                                                                   <C>               <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                          $  1,034,000      $     195,000       $    831,000
  Adjustments to reconcile net income to
     net cash provided by operations:
  Depreciation and amortization                                          1,523,000          1,222,000            944,000
  (Gain)/loss on sale of property and equipment                           (809,000)             7,000            (10,000)
  Deferred income taxes                                                    138,000              1,000           (195,000)
  Minority interest                                                        210,000            149,000           (109,000)
  Changes in assets and liabilities:
     Accounts receivable                                                (1,643,000)          (336,000)          (394,000)
     Other receivables                                                    (563,000)            17,000           (114,000)
     Inventories                                                          (957,000)           257,000           (224,000)
     Prepaid expenses and other current assets                            (377,000)           215,000            (21,000)
     Other assets                                                         (363,000)          (123,000)          (428,000)
     Accounts payable and accrued expenses                               2,437,000           (936,000)         1,217,000
     Income taxes payable                                                  171,000           (619,000)        (1,275,000)
                                                                      ------------      -------------       ------------
       Net cash provided by operating activities                           801,000             49,000            222,000
                                                                      ------------      -------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Cash deposits                                                           (653,000)          (552,000)         3,157,000
  Capital expenditures                                                  (1,327,000)          (703,000)        (2,574,000)
  Proceeds from sale of property and equipment                           1,794,000             46,000            104,000
                                                                      ------------      -------------       ------------
       Net cash (used in) provided by investing activities                (186,000)        (1,209,000)           687,000
                                                                      ------------      -------------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on lines of credit                                             (246,000)          (481,000)
  Borrowings under lines of credit                                         126,000            214,000            501,000
  Principal payments of long-term obligations
     and capitalized leases                                               (431,000)          (308,000)          (327,000)
  Issuance of common stock                                                 413,000                             3,669,000
  Repurchase of common stock                                                                  (54,000)           (36,000)
                                                                      ------------      -------------       ------------
       Net cash (used in) provided by financing activities                (138,000)          (629,000)         3,807,000
                                                                      ------------      -------------       ------------

EFFECT OF EXCHANGE RATE ON CASH                                           (114,000)            77,000         (2,279,000)
                                                                      ------------      -------------       ------------

NET INCREASE/(DECREASE) IN CASH                                            363,000         (1,712,000)         2,437,000
CASH, BEGINNING OF PERIOD                                                1,593,000          3,305,000            868,000
                                                                      ------------      -------------       ------------
CASH, END OF PERIOD                                                   $  1,956,000      $   1,593,000       $  3,305,000
                                                                      ============      =============       ============
</TABLE>
                                                                       Continued

                                 See notes to consolidated financial statements.

                                      -23-
<PAGE>

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

<TABLE>
<S>                                           <C>           <C>          <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
  Cash paid during the period for:

     Interest                                 $   126,000   $  104,000   $    254,000
     Income taxes                             $   161,000   $  786,000   $  1,190,000
</TABLE>

NON-CASH INVESTING AND FINANCING ACTIVITIES

During the year ended June 25, 1999, the Company financed acquisitions of
equipment amounting to $1,161,000 under capital lease arrangements.

The fair value of the net assets acquired in connection with the purchase of
Universal Systems during fiscal year 1998 is summarized as follows:

<TABLE>
<S>                                                                      <C>
Net assets                                                               $    500,000
Acquisition costs                                                              24,000
                                                                         ------------
Purchase price                                                           $    524,000
                                                                         ============
</TABLE>

                                                                       Concluded

                                 See notes to consolidated financial statements.

                                      -24-
<PAGE>

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2000, JUNE 25, 1999, AND JUNE 26, 1998
--------------------------------------------------------------------------------

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Principles of Consolidation - Trio-Tech International and subsidiaries (the
     "Company" or "TTI") is a designer and manufacturer of equipment used to
     test the structural integrity of semiconductor devices that must meet high-
     reliability specifications. The Company also owns and operates testing
     facilities that perform structural and electronic testing of semiconductor
     devices and acts as a distributor of electronic testing equipment in
     Singapore and other Southeast Asian countries. The consolidated financial
     statements include the accounts of the Company and its principal
     subsidiaries: Trio-Tech International Pte Ltd (TTI Pte), Trio-Tech Test
     Services Pte Ltd (TTTS Pte), Express Test, European Electronic Test Centre
     (EETC), Trio-Tech Bangkok (TTBk), Trio-Tech Malaysia (TTM) (a 55% owned
     subsidiary of TTI Pte), Prestal Enterprise Sdn Bhd (PESB) (a 76% owned
     subsidiary of TTI Pte) and Universal Systems. All material intercompany
     transactions, profits and balances have been eliminated.

     Use of Estimates - The preparation of financial statements in conformity
     with generally accepted accounting principles requires management to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the financial statements and the reported amounts of revenues and
     expenses during the reporting period. Actual results could differ from
     those estimates.

     Accounting Period - The Company's fiscal reporting period coincides with
     the 52-53 week period ending on the last Friday in June. Fiscal 2000 is a
     53 week reporting period.

     Cash and Cash Deposits - Cash and cash deposits consists of bank balances
     and amounts invested in interest earning instruments having a maturity of
     12 months or less. Approximately $2,800,000 of cash is held in the
     Company's 55% owned Malaysian subsidiary. $2,200,000 of this cash is
     denominated in the currency of Malaysia. On September 1, 1998, the
     government of Malaysia announced its intention to limit the movement of
     certain cash balances denominated in Malaysian currency.

     Inventories - Inventories are stated at the lower of cost, using the first-
     in, first-out (FIFO) method, or market.

     Property and Equipment - Property and equipment are stated at cost, less
     accumulated depreciation and amortization. Depreciation and amortization
     are provided over the estimated useful lives of the assets or the terms of
     the leases, whichever are shorter, using the straight-line method.
     Estimated useful lives range from 3 to 45 years. Capital grants from the
     Industrial Development Authority in Ireland are accounted for when claimed
     by reducing the cost of the related assets. The grants are amortized over
     the depreciable lives of those assets.

     Foreign Currency Translation - All assets and liabilities of operations
     outside the United States have been translated at the foreign exchange
     rates in effect at year-end. Revenues and expenses for the year are
     translated at average exchange rates in effect during the year. Unrealized
     translation gains and losses are not included in determining net income but
     are accumulated and reported as a separate component of shareholders'
     equity entitled accumulated other comprehensive loss. Net realized gains
     and losses resulting from foreign currency transactions are credited or
     charged to income.

     Other Assets - The excess of cost over net assets acquired is included in
     other assets and is being amortized over 5-10 years. The Company reviews
     the carrying value of all intangible assets on a regular basis, and if
     future cash flows are believed insufficient to recover the remaining
     carrying value of an intangible asset, the carrying value is written down
     in the period the impairment is identified to its estimated fair value.

     Taxes on Income - Deferred income taxes are computed annually for
     differences between the financial statement basis and tax basis of assets
     and liabilities that will result in taxable or deductible amounts in the
     future. Such deferred income tax asset and liability computations are based
     on enacted tax laws and rates applicable to periods in which the
     differences are expected to reverse. Valuation allowances are established
     when necessary to reduce deferred income tax assets to the amount expected
     to be realized.

     Retained earnings - It is the intention of the Company to reinvest earnings
     of its foreign subsidiaries in the operations of those subsidiaries.
     Accordingly, no provision has been made for U.S. income and foreign
     withholding taxes that would

                                      -25-
<PAGE>

     result if such earnings were repatriated. The amount of earnings retained
     in foreign subsidiaries is $6,419,000 at June 30, 2000.

     Revenue recognition - The Company recognizes revenue when products are
     shipped to customers or upon the completion of services.

     Research and Development Costs - The Company incurred research and
     development costs of $205,000 in 2000, $347,000 in 1999 and $158,000 in
     1998 that were charged to operating expenses as incurred.

     Stock Based Compensation - In October 1995, the Financial Accounting
     Standards Board (FASB) issued Statement of Financial Accounting Standards
     (SFAS) No. 123, Accounting for Stock-Based Compensation. The Company has
     determined that it will not change to the fair value method and will
     continue to use Accounting Principles Board Opinion No. 25 for measurement
     and recognition of employee stock-based transactions.

     Earnings per Share - The Company adopted SFAS No. 128, Earnings per Share.
     SFAS 128 replaces the presentation of primary and fully diluted earnings
     per share ("EPS") with a presentation of basic EPS based upon the weighted-
     average number of common shares and also requires dual presentation of
     basic and diluted EPS for companies with "complex capital structures." EPS
     for the current and prior periods has been presented in conformity with the
     provisions of SFAS 128. The following table is a reconciliation of the
     weighted-average shares used in the computation of basic and diluted EPS
     for the years presented herein:

<TABLE>
<CAPTION>
                                                               June 30,        June 25,         June 26,
                                                                 2000            1999             1998
                                                            -------------    ------------     ------------
          <S>                                               <C>              <C>              <C>
          Net income used to compute basic
            and diluted earnings per share                  $   1,034,000    $    195,000     $    831,000
                                                            -------------    ------------     ------------

          Weighted average number of common
            shares outstanding - basic                          2,759,000       2,745,000        2,413,000

          Dilutive effect of stock options and warrants           136,000          12,000           71,000
                                                            -------------    ------------     ------------
          Number of shares used to compute
            diluted earnings per share                          2,895,000       2,757,000        2,484,000
                                                            =============    ============     ============
</TABLE>

Stock options and warrants that are antidilutive amounted to approximately
36,870, 697,105 and 571,980 for the years ended June 30, 2000, June 25, 1999 and
June 26, 1998, respectively.

Recently Issued Accounting Pronouncements - In June 1998, the FASB issued SFAS
No. 133,Accounting for Derivative Instruments and Hedging Activities. This
statement requires all derivatives to be recorded on the balance sheet at fair
value and establishes accounting standards for hedging activities. In June 1999,
the FASB issued SFAS No. 137, which amends SFAS No. 133 by deferring its
effective date one year to fiscal years beginning after June 15, 2000. In June
2000, FASB issued SFAS No. 138, which amends certain accounting and reporting
standards of SFAS No. 133. The Company believes that the effects of SFAS No. 133
will not have a material impact on its consolidated financial position or
results of operations.

Reclassification - Certain reclassifications have been made to the previous
year's financial statements to conform to current year presentation.

Fair Values of Financial Instruments - The carrying value of trade accounts
receivable and accounts payable approximate the fair value due to their
short-term maturities. The carrying values of the Company's lines of credit are
considered to approximate their fair value because the interest rates are based
on variable reference rates. The amount of long-term debt is not significant.

Concentration of credit risk - Financial instruments that subject the Company to
credit risk consists primarily of accounts receivable. Concentration of credit
risk with respect to accounts receivable is generally diversified due to the
number of entities composing the Company's customer base and their geographic
dispersion. The Company had two major

                                      -26-
<PAGE>

customers who accounted for 15% and 13% of the Company's sales during fiscal
year 2000; these customers represented 18% and 8% of account receivable at June
30, 2000. Two major customers who accounted for 15% and 14% of the Company's net
sales during fiscal year 1999 and represented 19% and 8% of accounts receivable
at June 25, 1999. One major customer who accounted for 16% of the Company's net
sales during fiscal year 1998. The Company performs ongoing credit evaluations
of its customers and maintains an allowance for potential credit losses. The
allowance for doubtful accounts is composed of:

<TABLE>
<CAPTION>
                                          June 30,         June 25,           June 26,
                                            2000             1999               1998
                                        ------------     ------------      ------------
          <S>                           <C>              <C>               <C>
          Beginning                     $    219,000     $   468,000       $    404,000
          Additions charged to
            cost and expenses                 34,000           55,000            90,000
          Recovered                          (32,000)        (229,000)               --
          Actual write-offs                       --          (75,000)          (26,000)
                                        ------------     ------------      ------------
          Ending                        $    221,000     $    219,000      $    468,000
                                        ============     ============      ============
</TABLE>


2.   INVENTORIES

     Inventories consist of the following:

<TABLE>
<CAPTION>
                                          June 30,         June 25,
                                            2000             1999
                                        ------------     ------------
          <S>                           <C>              <C>
          Raw materials                 $  1,251,000     $    839,000
          Work in progress                 1,160,000          383,000
          Finished goods                     345,000          577,000
                                        ------------     ------------
                                        $  2,756,000     $  1,799,000
                                        ============     ============
</TABLE>

3.   PROPERTY AND EQUIPMENT

     Property and equipment consist of the following:

<TABLE>
<CAPTION>
                                                          June 30,         June 25,
                                                            2000             1999
                                                        ------------     ------------
          <S>                                           <C>              <C>
          Building and improvements                     $    999,000     $  1,634,000
          Leasehold improvements                           1,177,000        1,040,000
          Machinery and equipment                          5,033,000        5,351,000
          Furniture and fixtures                             793,000          753,000
          Equipment under capital leases                   1,666,000        1,736,000
                                                        ------------     ------------
                                                           9,668,000       10,514,000

          Less:
             Accumulated depreciation and
               amortization                                4,204,000        4,135,000
             Accumulated amortization on
               equipment under capital leases                967,000          841,000
                                                        ------------     ------------
                   Net property and equipment           $  4,497,000     $  5,538,000
                                                        ============     ============
</TABLE>

                                      -27-
<PAGE>

4.   OTHER ASSETS
     Other assets consist of the following:

<TABLE>
<CAPTION>
                                                  June 30,         June 25,
                                                    2000             1999
                                                ------------     ------------
          <S>                                   <C>              <C>
          Cost in excess of net assets
            acquired, net of accumulated
            amortization of $734,000 (2000)
            and $603,000 (1999)                 $    571,000     $    606,000
          Other                                      365,000           65,000
                                                ------------     ------------
          Total                                 $    936,000     $    671,000
                                                ============     ============
</TABLE>

5.   LINES OF CREDIT

     The Company's subsidiary, TTI Pte, has a secured credit agreement with a
     bank that provides for a total line of credit of $4,052,000. Borrowings
     under the line were $241,000 and $214,000 at the end of fiscal 2000 and
     1999, respectively. The interest rate on borrowings is at the bank's prime
     rate (6.25% at June 30, 2000) plus 1.25%. Prior to year-end, borrowings
     under this agreement were collateralized on substantially all of TTI Pte's
     assets. Subsquent to year end, the line was increased to $5,789,000 and is
     collateralized by cash deposits in the amount of $1,158,000. The agreement
     contains certain debt covenants including maintaining a minimum net worth.
     This line of credit has no expiration date. The Company was in compliance
     with all debt covenants at June 30, 2000.

     The Company's subsidiary, TTM, has a secured credit agreement with a bank
     that provides for a total line of credit of $40,000. At June 30, 2000 and
     June 25, 1999, there were no borrowings outstanding. The line of credit
     bears interest at the bank's reference rate (6.8% at June 30, 2000) plus
     2.5%. This line of credit has no expiration date.

     The Company's subsidiary, TTKL, has a secured credit agreement with a bank
     that provides for a total line of credit of $132,000. At June 30, 2000 and
     June 25, 1999, there were no borrowings outstanding. The line of credit
     bears interest at the bank's reference rate (6.8% at June 30, 2000) plus
     2.5%. This line of credit has no expiration date.

     The Company's subsidiary, TTBK, has a line of credit that provides for
     borrowings of approximately $51,000. Interest on the line is at the bank's
     reference rate (8.5% at June 30, 2000) plus 1%. At June 30, 2000 and June
     25, 1999, there were no borrowings outstanding. This line of credit has no
     expiration date.

6.   ACCRUED EXPENSES

     Accrued expenses consist of the following:

<TABLE>
<CAPTION>
                                          June 30,         June 25,
                                            2000             1999
                                        ------------     ------------
          <S>                           <C>              <C>
          Payroll and related           $    912,000     $  1,236,000
          Other                            2,391,000        1,769,000
                                        ------------     ------------
                                        $  3,303,000     $  3,005,000
                                        ============     ============
</TABLE>

                                      -28-
<PAGE>

7.   LONG-TERM DEBT AND CAPITALIZED LEASES

     Long-term debt and capitalized leases consist of the following:

<TABLE>
<CAPTION>
                                                                                June 30,                    June 25,
                                                                                 2000                        1999
                                                                              ------------                ------------
          <S>                                                                 <C>                         <C>
          Capitalized lease obligations, due in
            various installments through 2004 bearing
            interest at rates ranging from 3.5% to 9.00%,
            collateralized by leased assets (see Note 9)                      $    801,000                $  1,204,000

          Mortgage loan, due in monthly
            installments through 2002, bearing
            interest at 7.6%, collateralized by land and building                  220,000                     263,000
                                                                              ------------                ------------
                                                                                 1,021,000                   1,467,000
          Less current portion                                                     435,000                     505,000
                                                                              ------------                ------------
                                                                              $    586,000                $    962,000
                                                                              ============                ============
</TABLE>

Maturities of long-term debt as of June 30, 2000 are as follows (exclusive of
capitalized lease obligations):

<TABLE>
<CAPTION>
           Fiscal
            Year
          --------
          <S>                                                                 <C>
            2001                                                              $     87,000
            2002                                                                    86,000
            2003                                                                    47,000
                                                                              ------------
                                                                              $    220,000
                                                                              ============
</TABLE>

8.   TAXES ON INCOME

     The provision (benefit) for income taxes consist of the following:

<TABLE>
<CAPTION>
                                                               Year Ended
                                              ---------------------------------------------
                                                June 30,         June 25,         June 26,
                                                 2000              1999             1998
                                              -----------      -----------      -----------
          <S>                                 <C>              <C>              <C>
          Current:
            Domestic                          $    73,000      $    --          $    24,000
            Foreign                              (105,000)          44,000          235,000
                                              -----------      -----------      -----------
                                                  (32,000)          44,000          259,000
                                              -----------      -----------      -----------
          Deferred:
            Domestic                                 --             --               --
            Foreign                               138,000            1,000          196,000
                                              -----------      -----------      -----------
                                              $   106,000      $    45,000      $   455,000
                                              ===========      ===========      ===========
</TABLE>

The pre-tax income (loss) before minority interest related to domestic and
foreign operations is as follows:

<TABLE>
<CAPTION>
                                                               Year Ended
                                              ---------------------------------------------
                                                June 30,         June 25,         June 26,
                                                 2000              1999             1998
                                              -----------      -----------      -----------
          <S>                                 <C>              <C>              <C>
          Domestic                            $   271,000      $  (500,000)     $   (18,000)
          Foreign                               1,254,000          982,000        1,323,000
                                              -----------      -----------      -----------
                                              $ 1,525,000      $   482,000      $ 1,305,000
                                              ===========      ===========      ===========
</TABLE>

                                      -29-
<PAGE>

The reconciliation between the U.S. federal statutory tax rate and the effective
income tax rate is as follows:

<TABLE>
<CAPTION>
                                                                   Year Ended
                                                  ---------------------------------------------
                                                    June 30,         June 25,         June 26,
                                                     2000              1999             1998
                                                  -----------      -----------      -----------
          <S>                                     <C>              <C>              <C>
          Statutory federal tax rate                   35 %             35 %             35 %
          Foreign income taxed at lower rates         (37)%            (56)%            (11)%
          Deferred income tax asset valuation
            allowance                                                   36 %              8 %
          Net operating loss utilization               (6)%
          Other                                        15 %             (6)%              3 %
                                                  -----------      -----------      -----------
          Effective rate                                7 %              9 %             35 %
                                                  ===========      ===========      ===========
</TABLE>

The Company files income tax returns in several countries. Income in one country
is not offset by losses in another country. Accordingly, no benefit is provided
for losses in countries except where the loss can be carried back against income
recognized in previous years. Income taxes are provided in those countries where
income is earned. The effect of providing tax against profits while not
providing benefit for losses results in an effective tax rate that differs from
the federal statutory rate.

The components of deferred income tax assets (liabilities) are as follows:

<TABLE>
<CAPTION>
                                                    June 30,         June 25,
                                                     2000              1999
                                                  -----------      -----------
          <S>                                     <C>              <C>
          Deferred income tax assets:
            Net operating loss carry forward      $ 1,353,000      $ 1,515,000
            Provision for local tax                    79,000          173,000
            Provision for bad debts                    66,000          170,000
            Reserve for obsolescence                   78,000           78,000
            Other                                      30,000           38,000
                                                  -----------      -----------
            Total deferred income tax assets        1,606,000        1,974,000

          Deferred income tax liabilities:
            Depreciation                              216,000          127,000
            Other                                     504,000          455,000
                                                  -----------      -----------
            Total deferred income tax liabilities     720,000          582,000
                                                  -----------      -----------
              Subtotal                                886,000        1,392,000
          Valuation allowance                      (1,606,000)      (1,974,000)
                                                  -----------      -----------
          Net deferred income tax liability       $  (720,000)     $  (582,000)
                                                  ===========      ===========
</TABLE>

At June 30, 2000, the Company has net operating loss carryforwards of
approximately$3,025,000 available to offset future U.S. federal taxes, which
expire as follows:$1,767,000 in 2004,$151,000 in 2005,$170,000 in 2006
and$937,000 in 2014.

                                      -30-
<PAGE>

9.   COMMITMENTS AND CONTINGENCIES

     The Company leases certain of its facilities and equipment under long-term
     agreements expiring at various dates through 2004. Certain of these leases
     require the Company to pay real estate taxes and insurance and provide for
     escalation of lease costs based on certain indices. Future minimum payments
     under capital leases and noncancellable operating leases as of June 30,
     2000 are as follows:

<TABLE>
<CAPTION>
                                                                        Capital         Rental
       Fiscal Year                                                      Leases        Commitment
     ------------------------------------------------------------     -----------    -----------
     <S>                                                              <C>            <C>
       2001                                                           $   398,000    $   770,000
       2002                                                               346,000        523,000
       2003                                                                93,000        414,000
       2004                                                                69,000         48,000
       2005                                                                 2,000
                                                                      -----------    -----------
       Total future minimum lease payments                                908,000    $ 1,755,000
                                                                                     ===========
       Less amount representing interest                                 (107,000)
                                                                      -----------
       Present value of net minimum lease payments                        801,000
       Less current portion of capitalized lease obligations             (348,000)
                                                                      -----------
       Long-term obligations under capital leases                     $   453,000
                                                                      ===========
</TABLE>

     Total rental expense on all operating leases, both cancelable and
     noncancelable, amounted to$543,000 in 2000,$415,000 in 1999 and$407,000 in
     1998. Total rental income under sublease was$169,000 in 2000,$59,000 in
     1999 and$70,000 in 1998.

     On August 24, 1995, the Company was named in a civil action brought against
     106 defendants alleging that they may have caused or contributed to soil
     and groundwater contamination that required the plaintiff to pay$3,750,000
     to the Federal Environmental Protection Agency to settle. The Company
     believes its liability insurance should cover this claim, but its insurers
     have not yet made a decision regarding this matter. Management, based on
     its present information, believes that the outcome of this litigation will
     not materially affect the Company's consolidated financial position or
     results of operations.

     The Company is, from time to time, the subject of litigation claims and
     assessments arising out of matters occurring in its normal business
     operations. In the opinion of management, resolution of these matters will
     not have a material adverse effect on the Company's financial statements.

     In March 2000, the Company signed a letter of intent to acquire the
     business of a U.S. semiconductor test equipment manufacturer for
     approximately$6 million, subject to adjustment for actual net assets at
     closing. This letter of intent has expired. The Company continues to pursue
     this prospective acquisition which would be financed by newly issued debt
     and will be accounted for using the purchase method.

10.  STOCK OPTIONS

     The Company has three stock option plans under which officers, directors
     and employees are eligible to receive options to purchase shares of the
     Company's common stock. One of these plans, adopted in 1988, has been
     terminated except for outstanding options, which are still exercisable, to
     purchase an aggregate of 65,813 shares. Additionally, the Board of
     Directors issues non-qualified options at their discretion at a price not
     less than fair market value at the date of grant.

     On December 8, 1997, the Company's shareholders approved the Company's 1998
     Stock Option Plan (the "1998 Plan") under which employees, officers,
     directors and consultants receive options to purchase the Company's common
     stock at a price that is not less than 100 percent of the fair market value
     at the date of grant. There are 300,000 shares authorized for grant under
     the 1998 Plan.

     On December 8, 1997, the Company's shareholders approved the Directors
     Stock Option Plan (the "Directors Plan") under which duly elected non-
     employee Directors and the President (if he or she is a director of the
     Company) of the Company (currently seven individuals) receive options to
     purchase the Company's common stock at a price of 85% of the fair market
     value of the underlying shares on the date of grant. The shares are
     nonqualified and there are 150,000 shares authorized for grant under the
     Directors Plan.

                                      -31-
<PAGE>

The Company applies Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations in accounting for its
Plan. Accordingly, no compensation expense has been recognized. Had compensation
cost for the Company's Plan been determined based upon the fair value at the
grant date for awards under this Plan consistent with the methodology prescribed
under SFAS No. 123, the Company's net income and earnings per share would have
been reduced to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                     Year Ended       Year Ended       Year Ended
                                    June 30, 2000    June 25, 1999    June 26, 1998
                                    -------------    -------------    -------------
     <S>                            <C>              <C>              <C>
     Net Income:
        Reported                    $   1,034,000    $     195,000    $     831,000
        Pro forma                   $     699,000    $    (204,000)   $     (25,000)

     Basic Earnings per Share:
       As Reported                  $        0.37    $        0.07    $        0.34
       Pro forma                    $        0.25    $       (0.07)   $       (0.01)
</TABLE>

The fair value of the options granted during fiscal 2000, 1999 and 1998 was
$5.38,$3.85 and $7.19, respectively, on the date of grant using the Black
Scholes option-pricing model with the assumptions listed below:

<TABLE>
<CAPTION>
                                     Year Ended       Year Ended       Year Ended
                                    June 30, 2000    June 25, 1999    June 26, 1998
                                    -------------    -------------    -------------
     <S>                            <C>              <C>              <C>
     Volatility                              52.6 %           42.1 %           49.3%
     Risk free interest rate                 6.18 %           5.91 %           5.69%
     Expected life (years)                   2.93             2.65             3.90
</TABLE>

The following tables summarize information concerning outstanding and
exercisable options at June 30, 2000:

<TABLE>
<CAPTION>
                                       Year Ended June 30, 2000
     ------------------------------------------------------------------------------------------
                Options and Warrants Outstanding              Options and Warrants Exercisable
     ------------------------------------------------------  ----------------------------------
          Number       Weighted Average       Weighted           Number           Weighted
       Outstanding        Remaining            Average         Exercisable         Average
      June 30, 2000    Contractual Life     Exercise Price    June 30, 2000     Exercise Price
     ---------------  ------------------  -----------------  ---------------  -----------------
     <S>              <C>                 <C>                <C>              <C>
              37,688                0.30               3.00           37,688               3.00
              28,125                1.45               3.67           28,125               3.67
              30,000                1.56               4.67           30,000               4.67
              22,500                1.56               5.00           22,500               5.00
              30,000                2.25               5.00           30,000               5.00
              45,000                2.25               5.00           45,000               5.00
              75,000                2.34               5.00           56,250               5.00
             275,860                2.35               5.00          275,860               5.00
              69,920                2.35               5.00           69,920               5.00
              34,960                0.35               5.00           34,960               5.00
               5,000                2.44               5.00            3,750               5.00
              45,000                3.02               3.69           45,000               3.69
              14,500                3.02               4.34           10,875               4.34
              45,000                4.04               2.81           45,000               2.81
              89,000                4.74               6.00           22,250               6.00
              36,870                1.86               8.00           36,870               8.00
     ---------------  ------------------  -----------------  ---------------  -----------------
     $       884,423                1.90  $            4.90          794,048  $            4.81
</TABLE>

Included in the total options and warrants outstanding at June 30, 2000 were
500,110 warrants issued in fiscal 1997, 1998 and 2000 that permit purchase of
common stock of the Company at an average price of $5.20.

                                      -32-
<PAGE>

The following table summarizes the stock option activity for the three years
ended June 30, 2000:

<TABLE>
<CAPTION>
                                                                                 Number of
                                 Stock Options                                    Shares
     -------------------------------------------------------------------------  ----------
     <S>                                                                        <C>
     Balance at June 27, 1997 (weighted average price of 2.06 per share)          192,962
       Granted at a weighted average price of 7.19 per share                       87,500
       Exercised at a weighted average price of 1.66 per share                    (87,774)
                                                                                ----------

     Balance at June 26, 1998 (weighted average price of 4.77 per share)          192,688
       Granted at a weighted average price of 3.85 per share                       59,500
       Exercised at a weighted average price of 1.60 per share                     (7,500)
       Canceled at a weighted average price of 1.60 per share                      (7,500)
                                                                                ----------

     Balance at June 25, 1999 (weighted average price of 4.77 per share)          237,188
       Granted at a weighted average price of 4.95 per share                      167,750
       Exercised at a weighted average price of 2.17 per share                    (20,625)

                                                                                ----------
     Balance at June 30, 2000 (weighted average price of 5.89 per share)          384,313
                                                                                ==========
                                                                                ----------
     Options exercisable at June 30, 2000                                         293,398
                                                                                ==========
</TABLE>

                                      -33-
<PAGE>

11.  BUSINESS SEGMENTS

     The Company operates principally in three industry segments, the designing
     and manufacturing of equipment (that tests the structural integrity of
     integrated circuits and other products which measure the rate of turn), the
     testing service industry (that performs structural and electronic tests of
     semiconductor devices) and the distribution of various products from other
     manufacturers in Singapore and Southeast Asia.

     The allocation of the cost of equipment, the current year investment in new
     equipment and depreciation expense have been made on the basis of the
     primary purpose for which the equipment was acquired.

     The Company's wholly owned subsidiary, TTI Pte. in Singapore (including TTI
     Pte.'s wholly owned subsidiaries, TTTS Pte and TTBk, 55% owned joint
     venture of Trio-Tech Malaysia, another subsidiary wholly owned by Trio-Tech
     Malaysia and 76% owned Prestal Enterprise Sdn Bhd) operates in the
     manufacturing, the testing service and the distribution industry segments.

     All intersegment sales are sales from the manufacturing segment to the
     testing and distribution segment. Corporate assets mainly consist of cash
     and prepaid expenses. Corporate expenses mainly consist of salaries,
     insurance, professional expenses and directors' fees.

<TABLE>
<CAPTION>
                                                               2000             1999            1998
                                                         ---------------  ---------------  ---------------
     <S>                                                 <C>              <C>              <C>
     Revenues:
       Manufacturing                                     $    13,864,000  $     7,923,000  $     7,669,000
       Testing                                                 7,723,000        7,239,000        8,437,000
       Distribution                                            5,859,000        7,111,000        6,661,000
                                                         ---------------  ---------------  ---------------
       Total Revenues from reportable segments                27,446,000       22,273,000       22,767,000
       Elimination of intersegment revenue                      (503,000)      (1,092,000)        (915,000)
                                                         ---------------  ---------------  ---------------
          Total consolidated revenues                    $    26,943,000  $    21,181,000  $    21,852,000
                                                         ===============  ===============  ===============

     Operating profit (loss):
       Manufacturing                                     $       118,000  $    (1,474,000) $      (443,000)
       Testing                                                   394,000          886,000          712,000
       Distribution                                             (322,000)           4,000          643,000
                                                         ---------------  ---------------  ---------------
          Total operating profit                                 190,000         (584,000)         912,000
                                                         ---------------  ---------------  ---------------
       Corporate income                                          311,000          377,000           57,000
                                                         ---------------  ---------------  ---------------
          Total operating profit (loss)                  $       501,000  $      (207,000) $       969,000
                                                         ===============  ===============  ===============

     Depreciation and amortization:
       Manufacturing                                     $       450,000  $       425,000  $       301,000
       Testing                                                   924,000          731,000          585,000
       Distribution                                              149,000           66,000           58,000
                                                         ---------------  ---------------  ---------------
          Total depreciation and amortization            $     1,523,000  $     1,222,000  $       944,000
                                                         ===============  ===============  ===============

     Capital expenditures:
       Manufacturing                                     $       436,000  $       657,000  $       804,000
       Testing                                                   654,000        1,052,000        1,741,000
       Distribution                                              237,000          154,000           29,000
                                                         ---------------  ---------------  ---------------
          Total capital expenditures                     $     1,327,000  $     1,863,000  $     2,574,000
                                                         ===============  ===============  ===============

     Identifiable assets:
       Manufacturing                                     $     9,020,000  $     7,156,000  $     7,345,000
       Testing                                                11,553,000        9,131,000        6,589,000
       Distribution                                            2,081,000        2,605,000        5,171,000
       Corporate                                                  58,000           40,000          226,000
                                                         ---------------  ---------------  ---------------
          Total assets                                   $    22,712,000  $    18,932,000  $    19,331,000
                                                         ===============  ===============  ===============
</TABLE>

                                      -34-
<PAGE>

<TABLE>
     <S>                                                 <C>              <C>              <C>
     Net sales into countries:
       United States                                     $    13,951,000  $     7,482,000  $     5,143,000
       Singapore                                               6,807,000        6,934,000        6,955,000
       Malaysia                                                2,682,000        2,412,000        3,909,000
       Thailand                                                  632,000        2,156,000        3,280,000
       Other foreign countries                                 2,871,000        2,197,000        2,565,000
                                                         ---------------  ---------------  ---------------
          Total net sales into countries                 $    26,943,000  $    21,181,000  $    21,852,000
                                                         ===============  ===============  ===============

Revenues are attributed to countries based on location of the customer.

     Long-lived assets:
       United States                                     $     1,588,000  $     1,437,000  $     1,127,000
       Singapore                                               1,552,000        2,826,000        2,473,000
       Malaysia                                                1,350,000          688,000          380,000
       Thailand                                                  684,000          959,000          995,000
       Ireland                                                   259,000          299,000          320,000
                                                         ---------------  ---------------  ---------------
          Total long-lived assets                        $     5,433,000  $     6,209,000  $     5,295,000
                                                         ===============  ===============  ===============
</TABLE>

                                      -35-
<PAGE>

12.  QUARTERLY FINANCIAL DATA (UNAUDITED)
      The Company's summarized quarterly financial data are as follows:

<TABLE>
<CAPTION>
Year ended June 25, 1999                        SEP. 25,         DEC. 25,        MAR. 26,        JUN. 25,
                                             -------------    -------------   -------------   -------------
<S>                                          <C>              <C>             <C>             <C>
Revenues                                     $   5,186,000    $   4,983,000   $   4,950,000   $   6,062,000
Expenses                                         5,015,000        4,814,000       4,848,000       6,022,000
                                             -------------    -------------   -------------   -------------

Income before income taxes and
        minority interest                          171,000          169,000         102,000          40,000
Income taxes                                       (80,000)        (104,000)        (83,000)        222,000
                                             -------------    -------------   -------------   -------------
Income before minority interest                     91,000           65,000          19,000         262.000
Minority interest                                   10,000          (36,000)              0        (216,000)
                                             -------------    -------------   -------------   -------------
Net income                                   $     101,000    $      29,000   $      19,000   $      46,000
                                             =============    =============   =============   =============

Net income per share:
                                             -------------    -------------   -------------   -------------
Basic                                        $        0.04    $        0.01   $        0.01   $        0.02
                                             =============    =============   =============   =============
Fully diluted                                $        0.04    $        0.01   $        0.01   $        0.02
                                             =============    =============   =============   =============

Year ended June 30, 2000                        SEP. 24,         DEC. 31,        MAR. 31,        JUN. 30,
                                             -------------    -------------   -------------   -------------
Revenues                                     $   5,556,000    $   6,787,000   $   5,925,000   $   8,675,000
Expenses                                         5,493,000        6,189,000       5,719,000       8,017,000
                                             -------------    -------------   -------------   -------------
Income before income taxes and
        minority interest                           63,000          598,000         206,000         658,000
Income taxes                                        47,000         (111,000)        (65,000)         23,000
                                             -------------    -------------   -------------   -------------
Income before minority interest                    110,000          487,000         141,000         681,000
Minority interest                                  (66,000)          18,000         (27,000)       (310,000)
                                             -------------    -------------   -------------   -------------
Net income                                   $      44,000    $     505,000   $     114,000   $     371,000
                                             =============    =============   =============   =============
Net income per share:
                                             -------------    -------------   -------------   -------------
Basic                                        $        0.02    $        0.18   $        0.04   $        0.13
                                             =============    =============   =============   =============
Fully diluted                                $        0.02    $        0.18   $        0.04   $        0.12
                                             =============    =============   =============   =============
</TABLE>

                                      -36-