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Ordinary Ground...

Contents

01 Corporate Profi le 02 Business Model03 Group Structure04 Leading the Pack05 Financial Highlights06 Chairman’s Message08 Managing Director’s Review of Operations 12 A Class of Its Own14 Board of Directors16 Key Management17 Risk Factors and Management19 Corporate Governance Report27 Financial Statements81 Statistics of Shareholdings82 Notice of Annual General Meeting Proxy Form Corporate Information

This annual report has been prepared by the Company and its contents have been reviewed by the Company’s Sponsor, PrimePartners Corporate Finance Pte. Ltd., for compliance with the relevant rules of the SGX-ST.

PrimePartners Corporate Finance Pte. Ltd. has not independently verifi ed the contents of this annual report.

This annual report has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this annual report, including the correctness of any of the statements or opinions made or reports contained in this annual report.

The contact person for the Sponsor is Mr Mark Liew, Managing Director, Corporate Finance, at 1 Raffl es Place, #30-03 OUB Centre, Singapore 048616, telephone (65) 6229 8088

Tritech Group LimitedA n n u a l R e p o r t 2 0 0 9

Made Extraordinary by Tritech At the Forefront of Geotechnical, Ground and Structural Engineering

TRITECH GROUP LIMITED / 1 / Annual Report 2009

Corporate Profile

Tritech Group Limited (“Tritech”) and its subsidiaries (the “Group”) is a leading specialist in Geotechnical, Ground and Structural Engineering fi elds serving broad-based industry segments covering the oil and gas, infrastructure, integrated resorts, residential and commercial markets.

Supported by two complementary business divisions, the Group is one of the few local players in Singapore which provides services that span across the entire value chain using its sophisticated engineering know-how and technologies:

i) Specialist Engineering Division which provides services in geotechnical instrumentation and monitoring services, geotechnical and geological site explorations, analysis and testing. In addition, the Group provides design, consultancy and project management services in relation to infrastructure, environmental, geotechnical and civil engineering works and projects.

ii) Ground and Structural Engineering Division which provides services such as soil improvements by jet grouting, design and installation of soil nails, ground anchors and micropiles, as well as design and build services for retaining wall systems used in slope cutting and stabilisation and basement excavation projects.

With a strong track record, having completed many notable engineering projects including the MRT Circle and Downtown Lines and Refl ections @ Keppel Bay, Tritech has built a solid reputation in Singapore for its niche services. Today, it counts government statutory boards such as the JTC Corporation and the Land Transport Authority amongst its blue chip customer base. Its strong business relations with suppliers have also made the Group a trusted distributor of Geokon geotechnical instruments in Singapore and Malaysia since 2002.

Backed by strong in-house technical capabilities and led by a team of highly qualifi ed specialists including six PhD holders, the Group pioneered the use of the horizontal directional drilling (“HDD”) method in Singapore in geological and geophysical investigation for the construction of an underground oil storage rock cavern in Singapore. Additionally, Tritech is one of the leading companies to specialise in remote real-time monitoring (“eMonitoring”) in Singapore, which reduces human error in monitoring accuracy, speeds up the feedback of unsafe situations, and provides more reliable information for decision-making.

Tritech is ISO 9001:2000 and ISO 14001:2004-certifi ed for its quality products and services.


Business Model

Ground & Structural Engineering Service

SpecialistEngineering Service

Geotechnical Instruments

R&D inWater Treatment


Ground Engineering Services • Design and build services for retaining wall system for

projects of slope cutting and stabilisation and basement excavation projects

• Soil improvement, design and installation of ground anchors and micropiles

Structural Engineering Services

• Structural inspection and repair, design and build post-tension system for buildings and bridges

• High pressure jet grouting

Geotechnical Services

• Geotechnical instrumentation, installation and maintenance

• Monitoring services

• Geotechnical investigation, exploration, analysis and testing for construction

Design, Consultancy and Project Management Services

• Services range from initial feasibility study to planning, site investigation, design and construction control services

Provision of machine-to-machine (M2M) Products and Services

• Provision of products and related services deploying machine-to-machine services

Provision of Geotechnical Instruments • Supply and installation of Geokon range of geotechnical

instruments

Water Treatment Technologies

• Convert seawater or raw municipal water into potable water


Group Structure

Tritech Group Limited

Tritech-Geokon Singapore Pte Ltd (“Tritech-Geokon”)100%

Beijing Wisetec Technologies Co., Ltd (“Beijing Westec”)(2)70%

Tritech Consultants Pte Ltd (“Tritech Consultants”)100%

Tritech Engineering & Testing (Singapore) Pte Ltd(“Tritech Engineering & Testing”)

100%

Chengdu Wisetec Co., Ltd (“Chengdu Wisetec”)

49%

SysEng (Singapore) Pte Ltd (“SES”)(1)30%

Terra Tritech Engineering (M) Sdn Bhd (“Tritech Malaysia”)100%

Tritech Geotechnic Pte Ltd (“Tritech Geotechnic”) 100%

Presscrete Engineering Pte Ltd (“Presscrete Engineering”)100%

Tritech Water Technologies Pte Ltd (“Tritech Water”)100%

Specialist Engineering

Ground & Structural Engineering

Water Treatment

(as at 31 March 2009)

Note:

(1) The Group is in the process of acquiring the remaining 70% issued paid-up share capital of SES.

(2) The completion of the transfer is pending the obtaining of the relevant approvals and registrations required from the relevant PRC authorities.


Leading the Pack

SOME OF OUR NOTABLE PROJECTS

Specialist Engineering Projects The Jurong Rock Cavern MRT Circle and Downtown Lines Marina Bay Financial Centre Refl ections @ Keppel BayMarina Bay Sands Integrated Resort The Sail @ Marina Bay One Shenton Way Overseas Union House Sports City

Ground and Structural Engineering Projects MRT Circle LinePavilion Park @ Bukit BatokRefl ections @ Keppel BaySlope Stabilisation Works @ Bukit Panjang and Portsdown GateWidening of Commonwealth Drive and Tanglin Halt RoadUpgrading of Vehicular Bridges at fi ve locations

1. Refl ections @ Keppel Bay2. Overseas Union House

3. Marina Bay Financial Centre

The fi nancial year ended 31 March 2009 (“FY2009”) has seen Tritech further cementing its position as one of Singapore’s leading players in the Geotechnical, Ground and Structural Engineering Services.

The Group was awarded numerous projects, most notably the Marina Bay Financial Centre, Refl ections @ Keppel Bay, The Sail @ Marina Bay, One Shenton Way, Overseas Union House, MRT Circle & Downtown Lines, Sports City, and many more.

New projects in the pipeline

Marina Coastal ExpresswayJurong East MRT StationThe Downtown Line Stage 1 & 2Underground Rock Cavern StudyWest Quay Jetty

1.

2.

3.


Financial Highlights

2009 2008 Changes $’000 $’000 %

For the Year Revenue 41,330 31,293 32 Profi t before taxation 8,629 8,682 (1) Profi t attributable to equity holders 7,008 7,251 (3) At Balance Sheet Date Total Assets 38,045 27,489 38 Total Liabilities 11,710 13,835 (15) Shareholders’ Funds 26,275 13,570 94

Per Ordinary Share (cents) Earnings per share 4.04 240.46 (98) Financial Indicators Revenue growth (%) 32% 61% Return on shareholders’ funds (%) 27% 53% Return on total assets (%) 18% 26% Profi t before taxation margin 21% 28% Net profi t margin 17% 23%

Revenue by Business Activities (%)

Specialist Engineering Services

Ground and Structural Engineering Services

FY200950 FY2008 6139

Profi t by Business Activities (%)

FY200963

37

FY2008

70

30

50


Chairman’s Message

Moving ahead, our professional management team will remain squarely focused not just in further strengthening

Tritech’s market position in Singapore, but also expanding our footprint in the PRC and Malaysia.

Professor Yong Kwet Yew Chairman

Dear Shareholders,

Welcome to Tritech’s fi rst annual report since our successful listing on the Singapore Exchange on 21 August 2008. We took a bold decision to list Tritech last year amidst weak market sentiments, as we felt that the Group’s expansion plans should not hinge on the performance of the equity market.

After all, we have built a solid reputation as a leading specialist in geotechnical, ground and structural engineering fi elds in Singapore since our inception in 1999, and are well on our way to tap more opportunities for further growth.

Our business is highly technical and is a critical component of the construction and building process. Before any construction can begin, our specialist engineers must fi rst conduct the necessary ground and soil studies. We are proud to have achieved several breakthroughs including being the fi rst and only company to date to have done horizontal directional drilling (HDD) in Singapore; the fi rst and only to date company to have explored the quantity of distribution and ground resource as national reserves for the government of Singapore; and being a pioneer in geological and geophysical investigation for underground oil storage rock cavern construction in Singapore.

In Singapore, we are also proud to have developed a niche in real-time e-monitoring, as well as machine-to-machine communication technologies in Singapore, thanks to our strong in-house technical team which is able to anticipate market trends, and in turn develop innovative engineering solutions to address market needs. This has

allowed us to be on the cutting edge of the industry. Innovation is very much a part of our corporate culture, which continues to strengthen our competitive advantage.

Unlike many of our competitors which undertake just one or a few parts of engineering works, Tritech’s services span the entire value chain, from Specialist Engineering Services such as planning and budgeting, site investigation, feasibility study and design, project management and tender, to Ground and Structural Engineering Services such as instrumentation and monitoring, structural and ground work. Our ability to undertake engineering projects from the start to the end enables the Group to develop comprehensive, innovative and cost effective solutions for our customers.

The wide application of our engineering services ensures that Tritech is not reliant on any single market segment, thus cushioning the Group from the effects of a downturn in any specifi c industry. To date, the projects we have undertaken cover the oil and gas, infrastructure, residential as well as commercial markets.

We are heartened to know that the industry recognises our strength, evident from the strong customer base we have built over the years, which includes JTC Corporation and Land Transport Authority (LTA). Some of our notable Specialist Engineering projects include the LTA MRT Circle Line, Deep Tunnel Sewer System, Jurong Rock Cavern and Marina Bay Sands Integrated Resort, while our Ground and Structural Engineering projects include again the LTA MRT Circle Line and Refl ections @ Keppel Bay. We can also leverage on our broad customer base to cross-sell our wide array of services.


Growth Strategy

Having carved a solid reputation for the Group in the last several years, we are now ready for the next phase of growth. Moving ahead, our professional management team will remain squarely focused not just in further strengthening Tritech’s market position in Singapore, but also expanding our footprint in the People’s Republic of China (the “PRC”) and Malaysia.

Desalination and wastewater treatment

Opportunities abound in the desalination and wastewater treatment market due to the world’s increasing demand for alternative water resources. In fact, the market for desalination is expected to generate approximately US$95 billion from 2005 to 2015, of which around US$48 billion will be derived from expenditure on new desalination capacities1.

This business segment offers much prospects for our growth. Already, we have made much progress, having been granted patents for our proprietary desalination apparatus and method, and developed certain proprietary inventions and technologies which we intend to commercialise and roll out soon.

We are also working hard on the commercialisation of our water technologies. We have successfully completed our trial test on site of our small to medium size desalinator, which can be powered by multiple sources of power including solar energy and reduce the cost of desalination signifi cantly. We have kicked off the joint R&D work for our own reverse osmosis membrane with the National University of Singapore (NUS). With the support of our own expertise and technologies, we intended to produce our own brand of mineralised drinking water and dispensers. A production factory in Singapore at 8

Admiralty Street, will be set-up. Revenue contribution from the water business is expected to kick in in the fi nancial year ending 31 March 2010.

Growth through partnerships and acquisitions

We cannot rest on our laurels and be satisfi ed with our achievements. We envisage that for the Group to propel forward, we would also need to be open to joint venture opportunities and acquisitions. These would help in knowledge transfer to expand our R&D and engineering capabilities. In fact, we are in the process of acquiring the remaining 70% of SysEng (S) Pte Ltd, which is the leading local fi rm in machine-to-machine technologies. By doing so, we are combining the strengths of the Group to develop our own brand of instruments and monitoring system. This will further strengthen our positioning in the market and sharpen our competitive edge.

Acknowledgements

I would like to take this opportunity to express my sincere gratitude to my fellow directors on the Board, as well as management and staff for their hard work and commitment, particularly those who have worked so hard on the IPO exercise.

And to you, our new shareholders and investors, thank you for your confi dence in Tritech. Please be assured that we will do our best to enhance shareholder value and we will continue to work hard and make Tritech a company that you can be proud of.

Professor Yong Kwet YewChairman

1 Source: Desalination Markets 2005 – 2015, a report published by Media Analytics Ltd


Managing Director’s Review of Operations

Despite the global economic downturn, Tritech turned in a commendable set of results for FY2009, posting an

impressive 32.0% or S$10.0 million jump in total revenue to S$41.3 million.

Dr Wang Xiaoning, Jeffrey Managing Director

Despite the global economic downturn and subsequent softening of the property and construction sector, Tritech has turned in a commendable set of results for the fi nancial year ended 31 March 2009 (“FY2009”).

In FY2009, the Group posted an impressive 32.0% or S$10.0 million jump in total revenue, to S$41.3 million in FY2009 from S$31.3 million last year. Our gross profi t margin also increased marginally from 40.6% in the fi nancial year ended 31 March 2008 (“FY2008”) to 40.9% in FY2009.

However, net profi t attributable to shareholders declined 3.3% to S$7.0 million due to a combination of one-off items such as: (i) IPO expenses relating to our listing on the Singapore Exchange in August 2008 amounting to S$0.8 million, (ii) the underprovision of income tax for the fi nancial year ended 31 March 2005 (“FY2005”) of S$0.3 million, and (iii) a gain of S$1.3 million on the disposal of property in FY2008 by our subsidiary, Presscrete Engineering Pte Ltd. Excluding these items, Tritech would have reported a higher FY2009 net profi t attributable to shareholders as compared to FY2008.

As at 31 March 2009, our earnings per share stood at 4.04 cents, with a Return on Equity (RoE) of 26.7%.

Meanwhile, we are pleased to declare a fi nal dividend of 0.50 Singapore cents per share for FY2009.

Performance Review

Revenue

Tritech’s services are categorised into two key business segments as follows:

1. Specialist Engineering Services comprising:(i) the provision of geotechnical services, as well as geotechnical

and geological site explorations, analysis and testing; and(ii) the provision of design, consultancy and project management

services in relation to infrastructure, environmental, geotechnical and civil engineering works and projects.

2. Ground and Structural Engineering Services such as soil improvements, design and installation of soil nails, as well as design and build services for retaining wall systems.

In FY2009, revenue from Specialist Engineering Services amounted to S$20.6 million, contributing 49.9% of total revenue. Revenue from this segment grew 7.9% or S$1.5 million from S$19.1 million last year. Ground and Structural Engineering Services accounted for the remaining 50.1% of total revenue with S$20.7 million, a 69.7% or S$8.5 million surge from this segment’s FY2008’s contribution of S$12.2 million.

The increase in revenue from both segments was due to the continued demand for our engineering services. In FY2009, we generated signifi cant revenue from public infrastructure projects such as Downtown Line Phase 1 and Jurong Rock Cavern, as well as private developments which include Marina Bay Financial Centre Phases I and II, Pavilion Park and Refl ections @ Keppel Bay.

Since 2004, the Singapore Government has implemented new rules and regulations for the construction industry to enhance the safety of civil engineering projects. These rules and regulations require the involvement of more specialist engineering fi rms such as Tritech, hence increasing the demand for our services and expertise.


Cost of sales

Cost of sales comprises purchases, direct wages and sub-contractor costs. Purchases include materials used on site, consumable tools, transportation, rental of site equipment and machinery, while sub-contractor costs relate to the cost of outsourcing of specialised services, labour and equipment.

In FY2009, we incurred cost of sales of S$24.4 million, a 31.5% rise as compared to the fi nancial year before. This increase was in line with our revenue growth.

Gross profi t

Our gross profi t increased by 32.9% year-on-year, from S$12.7 million in FY2008 to S$16.9 million in the current fi nancial year. This rise corresponded to the increase in both revenue and cost of sales.

Gross profi t margin improved slightly, inching up from 40.6% in FY2008 to 40.9 % in FY2009. Typically, Specialist Engineering Services command higher margins as more specialist services and less raw materials are involved, reducing the costs required to purchase raw materials and to engage sub-contracting work. On the other hand, Ground and Structural Engineering Services require higher use of raw materials and sub-contractors, hence the margin from this segment is lower.

During the fi nancial year in review, our increase in overall gross margin was attributable to the higher profi t margin achieved by our Ground and Structural Engineering Services. Compared to FY2008, we had a lower percentage of revenue derived from traditional ground and structural engineering contracts, which do not enjoy high margins in FY2009. As such, our gross profi t margin improved this year.

Other operating income

Other operating income fell S$1.2 million from S$1.8 million in FY2008 to S$0.6 million in FY2009. This was due to the absence of the one-off gain of S$1.3 million on disposal of property by Presscrete Engineering in FY2008.

Operating expenses

Overall, operating expenses rose in tandem with the increase in sales.

Administrative expenses jumped S$2.0 million to S$5.6 million in FY2009, from S$3.6 million in FY2008. This 55.6% increase was largely due to a hike in hiring activities arising from the Group’s increased revenue and projects, as well as a one-time bonus paid to employees, in recognition of their contributions to the Group’s growth, and incentive bonus payable to our Executive Directors.

At Tritech, we pride on our team of highly experienced and qualifi ed

engineers. We believe our people are our assets as they are instrumental in our growth and key to achieving our goal of becoming a market leader in providing specialised engineering solutions.

Other operating expenses comprise mainly professional fees, depreciation of plant and machinery, staff salary, offi ce rental, travelling and entertainment expenses. In FY2009, other operating expenses surged 52.6% or S$1.0 million to S$2.9 million, from S$1.9 million in FY2008. This was largely due to the IPO expenses incurred in relation to our listing in August 2008, which amounted to S$0.8 million.

In addition, depreciation of property, plant and equipment climbed 31.3% or S$0.5 million to S$2.1 million, compared to S$1.6 million in FY2008. In FY2009, we purchased additional plant and equipment to support the increase in revenue and projects from both business segments.

Taxation

In the current year, we made an adjustment for an underprovision of income tax for FY2005, summing up to S$0.3 million. The underprovision arose as an earlier claim for relief by our Group has been rejected by the Inland Revenue Authority of Singapore. This resulted in our current year tax expense increasing by 21.4% to S$1.7 million from S$1.4 million the previous year.

Review of Financial Position

Non-current assets

As at 31 March 2009, our non-current assets amounted to S$9.9 million, up from S$8.3 million as at 31 March 2008. Plant and equipment made up the largest portion of our non-current assets, with S$9.4 million as at 31 March 2009 and S$7.8 million as at 31 March 2008. This increase of S$1.6 million, as with the rise in depreciation expenses, was due to additional plant and equipment purchased, in response to the increased projects and contract work we clinched during FY2009.

Current assets

Our current assets as at 31 March 2009 totalled S$28.1 million, an increase from S$19.2 million as at 31 March 2008, and comprised inventories, trade and other receivables, cash and cash equivalents, and amounts due from contract customers.

As at 31 March 2009, our Group recorded a healthy cash balance of S$10.6 million, a surge from S$4.5 million as at 31 March 2008. This increase in cash was generated from the Group’s operating activities, as well as the proceeds from the IPO.

Amounts due from contract customers, which amounted to S$13.8 million as at 31 March 2009, related to work-in-progress for contract customers which our Group has yet to bill. This balance saw an increase of S$2.3 million, corresponding to the increase in revenue.


Managing Director’s Review of Operations (cont’d)

Trade and other receivables rose S$0.4 million in FY2009 to S$3.3 million, from S$2.9 million as at 31 March 2008. Similarly, the increase was in line with the Group’s revenue growth.

Inventories, comprising raw materials and fi nished goods, inched up from S$0.3 million last year to S$0.4 million as at 31 March 2009. This marginal rise was due to the increase in revenue contribution from Ground and Structural Engineering Services this year, which required the Group to purchase more raw materials and hold a slightly higher level of inventory.

Current liabilities

Our current liabilities comprised mainly trade and other payables, amounts due to contract customers, fi nance lease payables (current) and current income tax payable, and summed up to S$9.5 million as at 31 March 2009, versus S$12.0 million as at 31 March 2008.

The decrease in current liabilities was largely due to the drop in trade and other payables, which fell S$3.1 million to S$6.5 million as at 31 March 2009. This was partially offset by an increase in fi nance lease payables of S$0.4 million, from S$0.8 million as at 31 March 2008 to S$1.2 million as at 31 March 2009. Amounts due to contract customers also rose S$0.2 million as at 31 March 2009, in line with our higher revenue.

Current income tax payable increased from S$1.1 million as at 31 March 2008 to S$1.5 million as at 31 March 2009 as our one-time IPO expenses were non-deductible expenses. In addition, in FY2008, the one-off gain of S$1.3 million on disposal of property by Presscrete Engineering Pte Ltd was a non-taxable income, further decreasing the income tax payable in the prior year.

Non-current liabilities

Our non-current liabilities related to fi nance lease payables (non-current) and deferred tax liabilities. Finance lease payables increased S$0.5 million to S$1.6 million as at 31 March 2009 as we leased more machinery and equipment to meet our growing business needs. Deferred tax payable, meanwhile, decreased marginally from S$0.7

million to S$0.6 million as at 31 March 2009 due to a write-back of overprovision for deferred tax in the prior year.

Capital and reserves

As at 31 March 2009, the Group’s capital and reserves amounted to S$26.3 million, a signifi cant jump from last year’s S$13.6 million due to the increase in our share capital arising from the IPO.

Cash fl ow summary

As at 31 March 2009, the Group is in a net cash position of S$10.6 million, with a summary of our cash fl ows as follows:

We generated a net cash infl ow of S$4.4 million from operating activities, comprising operating profi t before changes in working capital of S$10.8 million and working capital outfl ow of S$6.4 million. Changes in working capital were largely due to the increase in trade and other receivables of S$2.7 million, decrease in trade and other payables of S$2.0 million, and income taxes paid of S$1.4 million.

This fi nancial year, we had a net cash outfl ow from investing activities amounting to S$1.6 million, as compared to a net cash infl ow from investing activities in FY2008 of S$4.2 million. The net cash generated from investing activities in FY2008 was largely related to the sales proceeds from the disposal of property by Presscrete Engineering Pte Ltd.

We registered a net cash infl ow from fi nancing activities of S$3.2 million in the current year mainly due to the proceeds from the IPO.

FY2009 (S$‘m) Net cash from operating activities 4.4 Net cash (used in) investing activities (1.6) Net cash from fi nancing activities 3.2 Net increase in cash and cash equivalents 6.0 Cash and cash equivalents at beginning of year 3.2 Cash and cash equivalents at end of year 9.2 Add: Fixed deposits pledged 1.4 Cash and cash equivalents as per balance sheet 10.6


Looking ahead

In view of the economic downturn, competition within the industry is expected to be more intense in the next six to 12 months. To fend off competition, many players are lowering their profi t margins to secure projects. With the signifi cant slowdown in private property development, more players are also now competing for projects in the public infrastructure space. Against this backdrop, we envisage a downward pressure on our profi t margins going forward.

Notwithstanding this, the management remains optimistic about the Group’s future performance. The Singapore government is initiating many infrastructure projects, such as MRT Downtown Lines 2 and 3, North-South Line Extension, Jurong East Connection, International Cruise Terminal etc. The Building and Construction Authority projected that the construction demand in 2009 will be between S$22 billion and S$28 billion, which is at the higher end of construction demand in the last 15 years1.

For our Specialist Engineering Services sector, we are working aggressively to secure more government projects. As at 2 July 2009, benefi tting from the government’s Downtown Line projects, our subsidiary Tritech Consultants has an order book of about S$30 million to provide professional consultancy and project management services. Meanwhile, our subsidiary Tritech Engineering & Testing also benefi ts from infrastructure projects for instrumentation and site investigation works.

We are in the process of acquiring the remaining 70% of SysEng (S) Pte Ltd, which is the leading local fi rm in machine-to-machine technologies. By doing so, we are combining the strengths of the Group to develop our own brand of instruments and monitoring system, which is expected to strengthen our positioning in the market and sharpen our competitive edge.

For our Ground and Structural Engineering sector, the effect of the current economic condition is more signifi cant. Some of the projects have been deferred. However, we intend to mitigate the adverse effect by extending and diversifying the scope of our services, as

well as enhancing the qualifi cation of tender capacity to government sectors.

We are also working hard on the commercialisation of our water technologies. We have successfully completed our trial test on site of our small to medium size desalinator, which can be powered by multiple sources of power including solar energy that would reduce the cost of desalination signifi cantly. We have kicked off the joint R&D work for our own reverse osmosis membrane with the National University of Singapore (NUS). With the support of our own expertise and technologies, we intend to produce our own brand of mineralised drinking water and dispensers. A production factory will be set-up at the Food Exchange @ Admiralty, in Singapore. Revenue from the water business is expected to start contributing to our Group in FY2010.

Currently, the management and staff of Tritech are doing our utmost to ensure that the Group remains in good shape, albeit with keener competition and lower profi t margins. With the continuous efforts of our management and staff, we are happy to record an order book in excess of S$60 million as at 2 July 2009, of which S$55 million are from government projects.

Appreciations

The management and staff of Tritech would like to express our deepest appreciation to our shareholders, business partners, professionals and consultants for their valuable support and services.

Dr Jeffrey WangManaging Director

1 Source: Singapore Construction Prospects 2009, William Tan, Director, BCA, Construction & Property Prospects 2009 Seminar, 14 Jan 2009.


In a Class of Its Own


Led by an experienced and qualifi ed

management team, Tritech’s success

is driven by a team of aspiring

engineers and professionals who

strive to deliver customer-centric

engineering solutions to clients, which

include government statutory board,

contractors and property developers.

Today, Tritech has more than 184 staff

in Singapore, Malaysia and China.


Board of Directors

Professor Yong Kwet Yew Non-Executive Chairman and Independent Director

Professor Yong Kwet Yew is our Non-Executive Chairman and Independent Director appointed as a Director on 9 June 2008. Professor Yong Kwet Yew is a highly regarded geotechnical specialist in Singapore and Southeast Asia. He holds a PhD from University of Sheffi eld, UK and has delivered over 25 keynote and guest lectures at international conferences and published more than 200 technical papers. He has also served as consultant to over 100 major construction projects in the region. Professor Yong was President of the Southeast Asian Geotechnical Society and chairs several government advisory committees and professional committees. He has received many awards including the Public Administration Medal, the Public Service Medal and the Public Service Star in 2000, 2004 and 2008 respectively. He is a Fellow of the Institution of Engineers, Singapore, an Accredited Adjudicator and a member of Singapore Institute of Directors. He is a registered Professional Engineer in Singapore.

As our Group’s businesses are largely related to geotechnical engineering and ground engineering, Professor Yong, through his expertise in the geotechnical fi eld, would be able to provide our Group with invaluable guidance and strategic business direction. Professor Yong would be able to share his experience and professionalism in the geotechnical fi eld with our Group which will help to ensure that our Group continues to provide high quality professional geotechnical services as a reputable specialist engineering fi rm in Singapore and the region. In addition, given Professor Yong’s past experience and established business network as a consultant in major construction projects in the region, this will be useful to our Group’s future plans to expand our businesses in the region.

Professor Yong is currently also a Non-Executive Chairman and an independent director of BBR Holdings (S) Ltd and a board and executive committee member of the Land Transport Authority.

Dr Jeffrey Wang Managing Director

Dr Jeffrey Wang is our Managing Director appointed as a Director on incorporation. He is in charge of overall operation and business development of the Group. Before the commencement of our Group’s business in 2000, he was a senior engineer in an engineering consultancy fi rm from 1991 to 1996, and a chief engineer in an engineering company listed on the SGXST from 1996 to 2000. During his employment in these companies, Dr Jeffrey Wang was in charge of the design and supervision of many infrastructural projects in Singapore. Dr Jeffrey Wang has more than 19 years of experience in geotechnical engineering. He has published many technical papers in geotechnical engineering. Dr Jeffrey Wang is a Fellow member of the Chartered Management Institution (CMI), UK and is a registered professional engineer. He holds a PhD from the Chinese Academy of Sciences (where he was awarded the Minister Award of Chinese Academy of Sciences in recognition of his outstanding performance) and a PhD from the National University of Singapore. In September 2007, Dr Jeffrey Wang was awarded the Best Entrepreneur Award for Faculty of Engineering by the National University of Singapore.

Dr Cai Jungang Executive Director

Dr Cai Jungang is our Executive Director appointed as a Director on 9 June 2008. He is in charge of supervision of our Specialist Engineering Services. Before he was employed by our Group in 2003, he was a research scholar and then research fellow in the Nanyang Technological University. Dr Cai has 15 years of R&D and engineering experience, published more than 100 technical books and papers in scientifi c journals and conference proceedings, and has been involved in many underground facility projects in Singapore. Dr Cai is a senior member of the Institute of Engineers, Singapore (MIES). He had been the secretary general of Singapore National Group of International Society for Rock Mechanics from 2000 to 2005, and is currently the treasurer of Society for Rock Mechanics and Engineering Geology (Singapore). Dr Cai holds a MEng and PhD from the Nanyang Technological University of Singapore. He is the spouse of Ms Bi Xiling, our Executive Offi cer.


Dr Loh Chang KaanExecutive Director

Dr Loh Chang Kaan is our Executive Director appointed as a Director on 9 June 2008. He is in charge of supervision of our ground and structural engineering services. Before he joined our Group in 2000 as a Director, Dr Loh was a research engineer with the National University of Singapore from 1994 to 1999. Following that, he was an executive engineer with a specialist ground engineering fi rm in charge of geotechnical engineering projects, and a project manager for various foundation projects. Dr Loh has also conducted seminars and courses on geotechnical instrumentation. He is a registered professional engineer in Singapore. He is also a registered professional engineer in Malaysia, where he is a member of the Institute of Engineers, Malaysia. Dr Loh holds a MEng and PhD from the National University of Singapore.

Mr Lim Yeok Hua Independent Director

Mr Lim Yeok Hua is our Independent Director appointed as a Director on 9 June 2008. Mr Lim has extensive experience in audit, tax, merger and acquisition and fi nancial management and consultancy, having spent more than seventeen years with the Inland Revenue Authority of Singapore and three international and local accounting fi rms before running his own public accounting practice from 1992 to 1999. Mr Lim presently runs his own management consultancy fi rm and is currently also an independent director of Manufacturing Integration Technology Ltd (“MIT”) which is listed on the main board of the SGXST.

Between 1999 to 2005, Mr Lim was the chairman of the audit and remuneration committee of MIT and he is currently the chairman of its nominating committee. Mr Lim is a fellow member of the Association of Chartered Certifi ed Accountants, UK, a member of the Singapore Institute of Certifi ed Public Accountants and a member of the Singapore Institute of Directors.

Mr Ang Chee Kwang Andrew Independent Director

Mr Ang Chee Kwang Andrew is our Independent Director appointed as a Director on 7 July 2008. Mr Ang was called to the Singapore bar as an Advocate and Solicitor in 1994 and is a barrister-at-law (Middle Temple) with a bachelor’s degree in law from the University of Kent, Canterbury. Mr Ang is currently a director of the litigation department of PK Wong & Associates LLC. Prior to joining PK Wong & Associates on 1 March 2004, he was a partner at Rajah & Tann, one of the larger law fi rms in Singapore. Mr Ang has fourteen years of experience in civil and commercial litigation matters and has acted for and advised institutions and corporations in some of the larger and more complex insolvency matters and corporate restructuring in the High Court including advising the Judicial Managers of Neocorp. He has also been involved in international and domestic arbitrations. His litigation experience relates to construction contractual claims, banking matters, employment disputes and insolvency related matters. He is also a member of the Law Society of Singapore.


Key Management

Ms Priscilla Mui Siew YunFinance Manager

Ms Priscilla Mui Siew Yun is our Finance Manager. She is responsible for the fi nance, accounting, taxation and compliance matters relating to our Group’s operations. She joined the Group in 2005. Prior to that, she was accounts controller at a civil engineering company listed on the SGX-ST. She has over 20 years of experience in relation to accountancy and fi nancial management. She is a member of the Association of Chartered Certifi ed Accountants.

Dr Lim Ken ChaiExecutive Director

Dr Lim Ken Chai is an Executive Director of Tritech Consultants. He is responsible for the business operations of Tritech Consultants. He joined the Group in 2004. Prior to joining the Group, he was a senior engineer at Jurong Consultants Pte. Ltd., an engineering consultancy fi rm. Dr Lim holds a PhD from the National University of Singapore. He is a member of the Institute of Engineers Singapore, where he is a member of the geotechnical committee, and he is also a member of the technical committee of the Singapore Accreditation Council-Singapore Laboratory Accreditation Scheme. Dr Lim is a registered professional engineer in Singapore.

Dr How You ChuanDeputy General Manager

Dr How You Chuan is deputy general manager of Tritech Malaysia. He joined the Group in 2006. He is responsible for the operations of Tritech Malaysia including marketing, contracting, research and development and design of geotechnical solutions. Prior to joining the Group, Dr How was a senior geotechnical engineer at Keller (M) Sdn. Bhd., an engineering fi rm. Dr How holds a PhD from the National University of Singapore. Dr How is a registered professional enginner in Malaysia.

Mr Liang Foo Jee @ Long Foo YiDirector

Mr Liang Foo Jee @ Long Foo Yi is a director of Tritech Consultants. He is responsible for the execution of professional engineering works carried out by Tritech Consultants. Mr Liang joined our Group in 2001.Prior to that, Mr Liang practised as a professional engineering consultant for two years, and he was principal civil engineer at the HDB for approximately 30 years. Mr Liang holds a Master of Science(Construction) from the National University of Singapore. Mr Liang is a registered professional engineer and is a member of the Institute of Engineers, Singapore (MIES).

Ms Bi XilingTechnical Director

Ms Bi Xiling is a technical director of Tritech Consultants. She is responsible for the technical aspects of the specialist engineering works carried out by Tritech Consultants. She joined our Group in 2006. Prior to that, she was working as a civil / structural engineer at various fi rms in Singapore, and she was a lecturer and consultant in the civil / structural engineering department at the Northern Jiaotong University in the PRC. Ms Bi Xiling holds a Masters in civil engineering from the Northern Jiaotong University in the PRC. She is the spouse of Mr Cai Jungang, our Executive Director.

TriTech Group LimiTed / 17 / Annual Report 2009

The Group’s operations are influenced by a myriad number of risk factors. Some of these may not only affect our businesses but other industries as well. These risks vary widely and some are not within the control of our Board and the Group’s management.

Economic RisksWe are exposed to the cyclical fluctuations of the economies where the Group operates in, namely Singapore, Malaysia and the PRC. A downturn in these economies may dampen general sentiments in the property and infrastructure markets and reduce construction demand, which may invariably have a material adverse effect on our business.

Industry RiskAs the products and services which we provide relate to building safety and design standards in connection to construction of buildings and infrastructural projects, we are subject to the relevant regulations, laws and policies in the markets we operate in. Any changes to applicable government policies may affect our business.

The Group’s provision of specialist engineering services in Singapore is subject to licensing requirements, in particular the Professional Engineers Act (“PE Act”) which governs the corporations which supply professional engineering services in Singapore. Our ability to obtain and remain licensed under the PE Act depends on our capacity to attract and retain sufficient qualified, registered professional engineers. As such, we are also dependant on our key management team and pool of professional and skilled employees for our continued success and growth.

Our Group’s ability to tender for public projects in Singapore is also dependent on our ability to obtain the required certifications and grading from the Expenditure and Procurement Policies Unit (“EPPU“) of the Ministry of Finance and the Building and Construction Authority. Nevertheless, our Group believes that our focus on providing clients with high quality services that meet their requirements and applicable regulations, via our quality management systems which are developed and carried out based on the respective ISO and Occupational Health & Safety Advisory Services (“OHSAS”) international standards, will help to ensure that the Group continues to obtain such required certifications.

Project RiskThe projects that we are involved in may be delayed or prematurely terminated by some of our customers due to unforeseen circumstances, changes in their business plans or insufficient funding. To mitigate this risk, our contracts for Ground & Structural Engineering Services usually include a provision for compensation payable to us in the event of such premature terminations. This usually provides for us to be compensated for the costs of demobilisation arising from the premature termination.

We may also encounter disputes with our customers in relation to non-compliance with contract specifications, defects in workmanship and materials used, which may result in additional costs. However, our Group has not encountered significant disputes with our customers historically, thanks to our quality products and services. We believe that our ability to provide such quality products and services due to our stringent quality control procedures throughout various stages will minimise this risk.

Our Group may also be exposed to project cost overruns due to unforeseen circumstances such as unanticipated price fluctuations in the cost of equipment and manpower. To reduce this risk, our projects managers are required to carefully evaluate the scope of work, estimated labour and material costs, and all related costs including suppliers and sub-contractors before determining the contract value to be quoted on the tender submission for projects.

In addition, due to the tight labour supply in Singapore, foreign workers account for approximately 51% of our total number of employees in Singapore. Any change in government policies which restrict the employment of foreign workers in Singapore and/or increase the levies on the employment of foreign workers may adversely affect our operations.

Competitive RiskOur Group faces competition in the businesses which we operate in, namely the Specialist Engineering Services and Ground & Structural Engineering Services. Our success depends on our ability to compete effectively against our existing and potential competitors by maintaining and generating customer patronage and loyalty by consistently delivering quality and value-added services within the scheduled time frame. We believe we have the technical capabilities and know-how, qualified management team, established track record and strong business relationships to tackle these risks and continue with our success.

Risk Factors and Management


Liability RiskDue to the nature of our operations, there is a risk of injury or death occurring either to our employees or third parties, or resulting in loss or damage to properties. These may occur as a result of worksite accidents, mishaps or negligence.

In our supply of Specialist Engineering and Ground & Structural Engineering products and services, there may be claims, demands or proceedings brought or alleged against us for negligence of advice or services rendered, defective products or faulty designs.

Our Group may also be exposed to fines, penalties or other sanctions due to negligence or non-compliant with workplace safety or regulatory requirements which result in injury, death, loss or damage to properties.

We have insurance policies to cover us from claims arising from general risks, property damage, third party liability, professional indemnity, workmen compensation, and other relevant insurance policies. Our Directors believe that these insurance policies are adequate for our business and operations and will review our coverage annually.

Foreign Exchange RiskOur revenue and purchases are denominated mainly in S$, which is also our reporting currency. However, due to the expansion of our operations in Malaysia and the PRC, we may need to increasingly transact in other currencies such as RM and RMB in the future. Nevertheless, in FY2009, 99.2% and 99.3% of our revenue and purchases, respectively, were denominated in S$.

We currently employ natural hedging resulting by matching the currency of our revenue to our purchases and costs as far as practicable. The need for a fixed hedging policy will be reviewed regularly, taking into consideration the volume of our foreign currency denominated transactions.

Credit RiskCredit risk is managed through the assessment of the prospective customer’s financial background or prospective project’s payment schedule, as well as setting of credit limits, appropriate terms of payments and monitoring procedures.

For public sector projects, the relevant government bodies set the payment terms and progress payment schedule. Our Group will assess the payment terms and progress payment schedule and ensure they are appropriate for our business operations before we submit our bid for such projects.

For private sector projects, our Group will assess the prospective customer’s financial background and the size of the project to determine the appropriate terms of payment. Our Group may require our private sector customers to provide letters of credit to guarantee a major portion of the contract value when our Group undertakes projects for them.

In the last three financial years, a substantial portion of our projects involved progressive billing according to the stages of project completion, pursuant to the terms of the contract. We extend credit terms of between 30 and 60 days to our customers for projects which involve progressive billing.

Liquidity RiskThe objective of liquidity management is to ensure that the Group has sufficient funds to meet our contractual and financial obligations. To manage liquidity risk, our Group monitors our net operating cash flow and maintains a level of cash and cash equivalents deemed adequate by management for working capital purposes. Where need be, we may obtain additional financing by tapping the debt or equity capital markets to fund future capital expenditure.

Risk Factors and Management (Continued)


This Corporate Governance Report encompasses the reports of the Audit Committee, the Nominating Committee and the Remuneration Committee of Tritech Group Limited (“Board Committees”). The reports of the Board Committees would be reviewed and considered by each committee at their respective meetings prior to the Board Meeting.

The Group believes that it is important to establish good corporate governance as this provides the foundation for a well-managed and efficient organisation that can in turn focus on sustaining good business performance and safeguarding the interests of its shareholders. The Directors are committed to developing and upholding high standards of corporate governance, guided by the principles and guidelines of the Singapore Code of Corporate Governance 2005 (the “Code”) issued by the Singapore Council on Corporate Disclosure and Governance. In this Report, we set out the principles, policies and practices of corporate governance which the Group has adopted in line with the principles and guidelines of the Code.

BOARD MATTERS

Board’s Conduct of its Affairs

Our Board is responsible for the overall strategic management of our Company and is collectively responsible for the success of the Company. Profiles of the Directors are set out on pages 14 to 15.

All Directors objectively take decisions in the interests of the Company. Apart from statutory responsibilities, the Board’s role is to, among other things, provide entrepreneurial leadership, set strategic aims and ensure that the necessary financial and human resources are in place for the Company to meet its objectives, establish a framework of controls for risk-assessment and risk-management, review management performance, set the company’s values and standards, and ensure that obligations to shareholders and others are understood and met, reviewing the financial performance of the Group and reviewing and approving major commitments relating to the Group’s operations and major corporate policies.

The Board assumes responsibility for the Company’s compliance with the guidelines on corporate governance. To assist the Board in the execution of its responsibilities, the Board delegates specific responsibilities to the Audit Committee, Nominating Committee and Remuneration Committee (“Board Committees”). Each Board Committee has its own terms of references to address their respective areas of focus and reports its activities regularly to the Board. Specific descriptions of these Board Committees are set out in this Report.

The Board meets on a regular basis to review the Group’s internal policies and procedures, investments and divestments and the performance of the business, consider corporate governance matters, approve the release of the half and full year results and deliberate on other transactions and matters. The Board also holds meetings when warranted by particular circumstances, as deemed appropriate by Board members.

The Company’s Articles of Association are sufficiently flexible and allow Board meetings to be conducted by way of telephone or video conference.

During the year under review, the number of Board and Board Committee meetings held and the attendance of each Board member at the meetings were as follows:

Period from 1 April 2008 to 31 March 2009

Board / Board Committees Board Audit Committee

NominatingCommittee

Remuneration Committee

No. of meetings held 2 3 1 1

Name of DirectorWang Xiaoning 2 – 1 –Cai Jungang 2 – – –Loh Chang Kaan 2 – – –Yong Kwet Yew 2 3 1 1Lim Yeok Hua 2 3 1 1Andrew Ang Chee Kwang 2 3 1 1

All the aforesaid Directors were appointed prior to the listing and initial public offering of shares of the Company on 21 August 2008. The Company will put in place an orientation program for all newly appointed Directors to assimilate them into their new roles. Upon appointment of a new Director, the Company will provide him with a formal letter, setting out his duties and obligations. Appropriate external training will be arranged where necessary.

The Board is updated regularly on risk management, corporate governance and key changes in the relevant regulatory requirements and financial reporting standards.

Corporate Governance Report


BOARD MATTERS (Continued)

Board Composition and Balance

In line with the Code, the policy of the Group is to have an appropriate mix of executive and independent Directors to maintain the independence of the Board.

The Board consists of six members, three of whom are executive Directors, namely Dr Wang Xiaoning, Dr Cai Jungang and Dr Loh Chang Kaan, and three of whom are independent Directors, namely Professor Yong Kwet Yew, Mr Lim Yeok Hua and Mr Andrew Ang Chee Kwang, thereby fulfilling the Code’s recommendations that independent Directors make up at least one-third of the Board.

The independence of each Director is reviewed annually by the Nominating Committee based on the definition of independence as written in the Code. The Nominating Committee is satisfied as to the independence of Professor Yong Kwet Yew, Mr Lim Yeok Hua and Mr Andrew Ang Chee Kwang, all of whom do not have any relationship with the Company, its related companies or its officers that could interfere, or be reasonably perceived to interfere with the exercise of their independent business judgement with a view to the best interest of the Company.

The Board considers its current size appropriate based on the Company’s present circumstances and taking into account the nature and scope of the Group’s businesses and operations. The Board also considers that its Directors possess the necessary competencies to lead and govern the Company effectively.

Chairman and Managing Director

There is a clear division of responsibilities between the Chairman and Executive Directors, which ensures there is a balance of power and authority at the top of the Group. The Group’s policy is to have a separate Chairman and Managing Director in order to provide an appropriate balance of power, increased accountability and greater capacity of the Board for independent decisions making. Professor Yong Kwet Yew is the Non-Executive Chairman and Mr Wang Xiaoning is the Managing Director.

There are clear demarcations of responsibility and authority between the Chairman and the Managing Director which ensure an appropriate balance of power, increased accountability and greater capacity of the Board for independent decision-making.

The Chairman is responsible for the management of the Board and leads the Board in its oversight of Management. He plays an important role in encouraging constructive relations between the Board and Management and between the executive directors and non-executive directors. He also assumes the formal role of an independent leader that chairs all Board meetings and ensures effective communication by the Board and Management with shareholders at shareholders’ meetings. In consultation with the Managing Director, the Chairman approves meeting schedules of the Board, agenda for Board meetings and is advised of the meetings of the Board Committees. The Chairman is also responsible for promoting high standards of corporate governance for the Group.

The Managing Director has full executive responsibilities in the business directions and operational efficiency of the Group. He oversees execution of the Group’s corporate and business strategy and is responsible for the day-to-day running of the business.

Both the Chairman and the Managing Director are not related to each other.

Corporate Governance Report (Continued)


BOARD COMMITTEES

To assist the Board in the execution of its duties, the Board has delegated specific functions to the following committees:

Nominating Committee

Board Membership

The Nominating Committee comprises four Directors, namely, Professor Yong Kwet Yew, Chairman of the Nominating Committee, Mr Lim Yeok Hua, Mr Andrew Ang Chee Kwang and Dr Wang Xiaoning, the majority of whom are independent. The Chairman of the Nominating Committee is an independent non-executive Director and is not associated with any substantial shareholder. The Nominating Committee is guided by its Terms of Reference, which sets out its functions and responsibilities. Its principal functions are to review and make recommendations to the Board on all appointments, re-appointment and re-election of Directors, to evaluate the effectiveness and performance of the Board and to review the independence of each Director annually.

In evaluating the effectiveness and performance of the Board as a whole, the performance criteria which the Nominating Committee has used include performance criteria and evaluation procedures as elaborated in the section below on “Board Performance”.

The Nominating Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole as well as its individual members. The search and nomination process for new Directors, if any, will be through contacts and recommendations that go through the normal selection process to cast its net as wide as possible for the right candidate. Upon the review and recommendation of the Nominating Committee to the Board, new Directors will be appointed by way of board resolution.

All Directors are subject to re-nomination and re-election at regular intervals of at least once every three years. At each Annual General Meeting (“AGM”), at least one-third of the Directors are required to retire and to submit themselves for re-election. The Company’s Articles of Association also provides that a newly appointed Director must retire and submit himself for re-election at the next AGM following his appointment. In addition, Directors above the age of 70 are required under the Companies Act, Chapter 50 (the “Companies Act”) to retire and offer themselves for re-appointment by shareholders at every AGM.

Internal guidelines have been established to address the competing time commitments faced by Directors due to multiple board representations, as elaborated below. The Directors’ attendance at Board and Board Committee meetings are set out on page 19.

Board Performance

The Board has implemented a process to be carried out by the Nominating Committee to assess the performance and effectiveness of the Board as a whole. The Board together with the Nominating Committee has decided that, due to the relatively small size of the Board and given the background, experience and expertise of each Director, it would not be necessary to evaluate the individual performance of each Director.

The Nominating Committee has recommended to the Board and the Board has adopted performance criteria and evaluation procedures for evaluation and assessment of the effectiveness of the Board, including any recommendation in respect of the re-nomination of Directors (if applicable). The evaluation parameters include evaluation of the size and composition of the Board, the Board’s access to information and the Board’s processes and accountability. The Board will also be evaluated on the attendance of Directors at Board and Committee meetings and the effectiveness of discussions at such meetings and the discharge of the Directors’ duties in relation to the affairs of the Group.

The Board is of the opinion that the financial indicators or performance criteria such as return on equity or return on assets as set out in the Code are less appropriate for assessment of non-executive Directors and the Board’s performance as a whole.

In addition, the Nominating Committee will have regard to whether a Director has adequate time and attention to devote to the Company, in the case of Directors with multiple board representations. Although some of the Directors have other board representations, the Nominating Committee is satisfied that each Director is able to devote adequate time and attention to the affairs of the Company to fulfil his duties as a Director of the Company.

The performance criteria will not be changed from year to year but where circumstances deem it necessary for any of the criteria to be changed, the Board will justify such decision.

On an annual basis, each Director will assess the effectiveness and performance of the Board as a whole based on the performance criteria and evaluation parameters adopted by the Board. The Chairman of the Company, in consultation with the Nominating Committee, would evaluate and act on the results of the assessment and where appropriate, propose new Directors to be appointed to the Board or seek the resignation of Directors.


Board Performance (Continued) Access To Information

The Company fully recognises the importance of providing the Board with complete, adequate and timely information prior to its meetings and as and when there are affairs and issues that require the Board’s decision. As a general rule, Board and Board Committee papers are distributed a week in advance of each meeting to the Directors.

In order to ensure that the Board is able to fulfill its responsibilities, the Management provides the Board with background or explanatory information relating to matters to be brought before the Board, copies of disclosure documents, budgets, forecasts and monthly internal financial statements. In respect of budgets, any material variance between the projections and actual results are also disclosed and explained. The Board has separate and independent access to the Company’s senior management and the Company Secretary at all times. The members of the management team and the personnel of the Group shall be obliged to attend meetings of the Board and to provide assistance and access to information when the Board so requests.

In the furtherance of its duties, the Board may obtain independent professional advice. The Company Secretary will, upon direction by the Board, appoint a professional advisor to render the advice, with costs to be borne by the Company.

The Company Secretary attends all Board and Board Committee meetings and is responsible to ensure that Board procedures are followed and advises the Board and the Management on the Company’s compliance with the regulations of the Companies Act, Rules of Catalist of the SGX-ST and all other rules, regulations and governance matters which are applicable to the Group.

Under the direction of the Chairman, the Company Secretary ensures good information flows within the Board and its Board Committees and between them and senior management.

The appointment and removal of the Company Secretary is a matter for consideration by the Board as a whole.

REMUNERATION MATTERS

Remuneration Committee

Procedures for Developing Remuneration PoliciesLevel and Mix of RemunerationDisclosure on Remuneration

The Remuneration Committee comprises three Directors, all of whom are independent non-executive Directors. The Remuneration Committee members are Professor Yong Kwet Yew, Chairman of the Remuneration Committee, Mr Lim Yeok Hua and Mr Andrew Ang Chee Kwang.

The Remuneration Committee is guided by its Terms of Reference, which sets out its functions and responsibilities. It is the Remuneration Committee’s responsibility to recommend to the Board a framework of remuneration and the specific remuneration packages for Directors. The Remuneration Committee’s recommendations are submitted for endorsement by the entire Board. The Remuneration Committee covers all aspects of remuneration, including but not limited to directors’ fees, salaries, allowances, bonuses, options and benefits in kind. The Remuneration Committee will also review the remuneration of senior management.

In setting remuneration packages, the Remuneration Committee takes into account what is appropriate to attract, retain and motivate the Directors to run the Company successfully, the performance of the Group, as well as individual Directors and key executives, aligning their interests with those of shareholders and linking rewards to corporate and individual performance. In its deliberations, the Remuneration Committee takes into account industry practices and norms in compensation.

The Independent Directors do not have service agreements with the Company. They are paid fixed directors’ fees, which are determined by the Board, appropriate to their level of contribution, taking into account factors such as effort and time spent, and their responsibilities.

The Company had entered into service agreements with the three Executive Directors, Dr Wang Xiaoning, Dr Cai Jungang and Dr Loh Chang Kaan on 9 June 2008 governing the terms and conditions of their employment by the Company.

If necessary, the Remuneration Committee will seek expert advice inside and/or outside the Company on remuneration on Directors. All Directors’ fees are approved by shareholders at the AGM of the Company before they are paid. No Director is involved in deciding his own remuneration.



REMUNERATION MATTERS (Continued)

Remuneration Committee (Continued)

The level and mix of the Directors’ remuneration in remuneration bands of S$250,000 for the financial year ended 31 March 2009 are set out below:

Directors’ Fee (%) Fixed Salary (%) Bonus (%) Benefits* (%) Total (%)

Executive Directors

S$500,001 to S$750,000

Dr Wang Xiaoning – 46.6 47.2 6.2 100

S$250,000 to S$500,000

Dr Cai Jungang – 46.8 45.6 7.6 100

Dr Loh Chang Kaan – 47.8 46.4 5.8 100

Non-Executive Directors

Below S$250,000

Professor Yong Kwet Yew 100 – – – 100

Mr Lim Yeok Hua 100 – – – 100

Mr Andrew Ang Chee Kwang 100 – – – 100

* Includes mainly employers’ contributions to the Central Provident Fund and transport allowances.

Annual remuneration of the top 5 key executives who are not Directors in remuneration bands of S$250,000 for the financial year ended 31 March 2009 are set out below:

Fee (%) Fixed Salary (%) Bonus (%) Benefits (%) Total (%)

Below S$250,000

Priscilla Mui Siew Yun – 71.7 17.9 10.4 100

Dr Lim Ken Chai – 69.0 18.5 12.5 100

Dr How You Chuan – 57.6 20.7 21.7 100

Liang Foo Jee @ Long Foo Yi 100.0 – – – 100

Bi Xiling – 73.0 16.8 10.2 100

No employee of the Company and its subsidiaries, whose remuneration exceeded S$150,000 during the financial year ended 31 March 2009, was an immediate family member of a Director or the Managing Director. “Immediate family” means the spouse, child, adopted child, step-child, brother, sister and parent.

The Company does not have any employee share option scheme or other long-term employee incentive scheme.

As the matters that are required for disclosure have been disclosed in this Report, the Board is of the opinion that a separate annual remuneration report is not necessary.

ACCOUNTABILITY AND AUDIT

Accountability

The Board is responsible for providing a balanced and understandable assessment of the Company’s performance, position and prospects. This responsibility extends to interim and other price-sensitive public reports, and reports to regulators (if required).

In presenting our half and full year financial results to shareholders, the Board aims to provide shareholders with a balanced and clear assessment of the Company’s financial position and prospects.

Management provides the Board with a continual flow of relevant information on a timely basis in order that it may effectively discharge its duties. On a monthly basis, Board members are provided with management accounts which present a balanced and understandable assessment of the Company’s performance, position and prospects.


ACCOUNTABILITY AND AUDIT (Continued)

Audit Committee

The Audit Committee comprises three Directors, all of whom are independent non-executive Directors. The Audit Committee members are Mr Lim Yeok Hua, Chairman of the Audit Committee, Professor Yong Kwet Yew and Mr Andrew Ang Chee Kwang.

Members of the Audit Committee possess the requisite accounting or related expertise or experience to discharge the Audit Committee’s responsibilities. The Audit Committee is guided by its Terms of Reference, which clearly sets out its authority and duties.

Management is responsible for ensuring that the Group maintains a sound system of internal control to safeguard shareholders’ investments and assets of the Group and the financial reporting processes. The Audit Committee reviews the adequacy of such controls, including financial, operational and compliance controls, risk management policies and systems established by Management.

In performing its functions, the Audit Committee meets with the external auditors and the internal auditors to discuss and evaluate the internal controls of the Group and review the overall scope of both internal and external audit. At least once a year and on an as and when required basis, the Audit Committee meets with the external auditors and internal auditors, without the presence of Management, to review any matters that might be raised privately.

The external auditors are responsible for performing an independent audit of the Group’s financial statements in accordance with the financial reporting standards, and for issuing a report thereon. The Audit Committee’s responsibility is to monitor these processes.

The other functions of the Audit Committee includes reviewing the significant financial reporting issues, the half and full year financial statements, reviewing with the external auditors the audit plan and evaluation of the adequacy of the system of accounting controls, reviewing with the internal auditors the effectiveness of the internal audit function and evaluation of major internal controls, Management’s follow-up with the internal auditors and reviewing the results of external and internal audits. The Audit Committee also reviews legal and regulatory changes that may have a material impact on the financial statements and all interested person transactions, if any.

The Audit Committee has reviewed the volume and nature of non-audit services provided by the external auditors during the year under review (details of which are provided on page 25) and is satisfied that their independence and objectivity has not been impaired by the provision of those services. The Audit Committee recommends to the Board, the re-appointment of BDO Raffles as external auditors.

The Audit Committee is empowered to investigate any matters within its Terms of Reference and has full access to, and the co-operation of Management. It has resources to enable it to discharge its function properly and full discretion to invite any Director or executive to attend its meetings. The minutes of the Audit Committee are regularly submitted to the Board.

The Company has in place a Whistleblowing Policy which serves to encourage and provide a channel to employees to report in good faith and in confidence, without fear of reprisals, concerns about possible improprieties in financial reporting or other matters to the Chairman of the Audit Committee. The objective of such arrangement is to ensure independent investigation of such matters and for appropriate follow-up action.

Internal Controls

The Company has instituted a system of internal controls for the Group. While no system can provide absolute assurance against material loss or financial misstatement, the Group’s internal financial controls are designed to provide reasonable assurance that assets are safeguarded, that proper accounting records are maintained, and that financial information used within the business and for publication is reliable. In designing these controls, Management has had regard to the risks to which the business is exposed, the likelihood of such risks occurring and the costs of protecting against them.

The Board has in place a set of internal controls which sets out approval limits for expenditure, investments and divestments and cheque signatory arrangements. Approval sub-limits are also provided at management and committee levels to facilitate operational efficiency.

During the year under review, the Company’s external and internal auditors conducted annual review of the effectiveness of the Company’s material internal controls, including financial, operational and compliance controls and these are reported to the Audit Committee. The Audit Committee, on behalf of the Board, also reviewed the effectiveness of the Group’s system of internal controls in light of key business and financial risks affecting its business. Based on the reports submitted by the external and internal auditors and the various controls put in place by Management, the Board is satisfied that there are adequate internal controls and risk management processes for the nature and size of the Group’s operations and business.

Internal Audit

The Audit Committee is aware of the need to establish a system of internal controls within the Group to safeguard the shareholders’ interests and the Group’s assets, and to manage risks. The system is intended to provide reasonable but not absolute assurance against material misstatements or loss, and to safeguard assets and ensure maintenance of proper accounting records, reliability of financial information, compliance with appropriate legislation, regulation and best practices, and the identification and containment of business risks.



ACCOUNTABILITY AND AUDIT (Continued)

Internal Audit (Continued)

The size of the operations of the Group does not warrant the Group having an in-house internal audit function. The Group has therefore appointed a professional firm, Robert Tan & Co., to undertake the functions of an internal auditor.

The scope of the internal audit is:• to review the effectiveness of the Group’s material internal controls;• to provide assurance that key business and operational risks are identified and managed;• to determine that internal controls are in place and functioning as intended; and• to evaluate that operations are conducted in an effective and efficient manner.

Interested Person Transactions

The Company has established procedures to ensure that all transactions with interested persons are reported in a timely manner to the Audit Committee and that the transactions are on an arm’s length basis. All interested person transactions are subject to review by the Audit Committee to ensure compliance with established procedures.

The aggregate value of interested person transactions entered into during the financial year under review is as follows:

Aggregate value of all interested person transactions during the financial year under

review (excluding transactions less than S$100,000 and transactions conducted under shareholders’ mandate pursuant to Rule 920)

Aggregate value of all interested person transactions conducted under shareholders’

mandate pursuant to Rule 920 (excluding transactions less than S$100,000)

2009S$’000

2009S$’000

Rental proceeds paid to holding company (1) 144 NA (3)

Loans and/or advances made to Presscrete Engineering Pte. Ltd. (2) by holding company (1) 200 NA (3)

(1) The holding company of the Company is Tritech International Holdings Pte. Ltd., which holds 160,006,000 ordinary shares in the capital of the Company, representing approximately 81.63% of the issued and paid up capital of the Company.

(2) Presscrete Engineering Pte. Ltd. is a wholly-owned subsidiary of the Company.(3) The Group does not have any shareholders mandate pursuant to Rule 920.

During the financial year under review, there were also guarantees provided by the holding company, Directors and their associates in relation to credit facilities and hire purchase agreements or facilities entered into by the Company, its subsidiaries and associated companies, of which certain guarantees that were previously given by the holding company and an associate of a Director to secure banking facilities of the Group have been released and replaced with corporate guarantees of the Company.

Non-audit fees

The nature of these non-audit services that were rendered by our auditors, BDO Raffles, to the Group and their related fees for the financial year ended 31 March 2009 are as follows:

Non-audit services rendered in connection with the Company’s initial public offering $121,200

Others $22,300

Non-sponsorship fees

The nature of those non-sponsorship services that were rendered by our Sponsor, PrimePartners Corporate Finance Pte. Ltd., to the Group and their related fees for the financial year ended 31 March 2009 are as follows:

Fees to act as issue manager and sponsor to the Company’s initial public offering S$400,000

Material Contracts

There were no material contracts or loans entered into by or taken up by the Company and its subsidiaries for the benefit of the Managing Director, other than his employment contract, or any Director or controlling shareholder, either still subsisting or entered into since the end of the previous financial year.


Material Contracts (Continued)

Risk Management

Management frequently reviews the Company’s business and operational activities to identify areas of significant business risks as well as appropriate measures to control and mitigate these risks within the Company’s policies and strategies. The significant risk management policies are as disclosed in the audited financial statements.

Use of Proceeds

Pursuant to its initial public offering (“IPO”), the Company issued 30,000,000 new ordinary shares at S$0.20 each. Of the total net proceeds of S$4.4 million raised from the IPO, a total of S$2.398 million has been utilised as follows:

Use of IPO proceeds Amount allocated Amount used as at 18 June 2009

S$’000 S$’000

Commercialisation of water treatment technologies 900 429

Acquisition and upgrading of machinery and equipment 1,250 794

Overseas expansion plans 1,000 Nil

Working capital for the Group 1,250 1,175

Total 4,400 2,398

COMMUNICATION WITH SHAREHOLDERS

In line with continuous disclosure obligations of the Company pursuant to the Rules of Catalist of the SGX-ST and the Companies Act, the Board’s policy is that shareholders be informed promptly of all major developments that impact the Group.

The Company does not practise selective disclosure of material information. Information is communicated to shareholders on a timely basis through SGXNET. Communication is also made through annual reports that are issued to all shareholders within the mandatory period, half and full year financial statements, notice of and explanatory memoranda for annual general meetings and extraordinary general meetings and announcements through SGXNET.

The Company maintains a corporate website at www.tritech.com.sg through which shareholders are able to access up-to-date information on the Group. The website provides corporate announcements, annual reports, and profiles of the Group, the Board and Board Committees.

The Articles of Association of the Company allows a shareholder of the Company to appoint up to two proxies to attend and vote in his/her stead at general meetings. The Company has not amended its Articles of Association to provide for absentia voting methods. Voting in absentia and by electronic mail may only be possible following careful study to ensure that integrity of the information and authentication of the identity of shareholders through the web is not compromised.

General meetings of the Company represent the principal forum for dialogue and interaction with all shareholders. At each AGM, the Board presents the progress and performance of the Group’s businesses and invites shareholders to participate in the questions and answers session. The Directors, chairpersons of the Board Committees and the Company’s external auditors are normally present to address shareholders’ questions.

The Articles of Association of the Company allow members of the Company to appoint proxies to attend and vote on their behalf.

Separate resolutions are passed at every general meeting on each distinct issue. All minutes of general meetings are available to shareholders for inspection upon requests.

DEALINGS IN SECURITIES

The Company has adopted policies in line with the requirements of the Rules of Catalist of the SGX-ST on dealings in the Company’s securities.

The Company prohibits its officers from dealing in the Company’s shares on short-term considerations or when they are in possession of unpublished price-sensitive information. They are not allowed to deal in the Company’s shares during the period commencing one month before the announcement of the Company’s half year and full year financial statements.



Financial Statements

28 Report of the Directors31 Statement by Directors32 Independent Auditors’ Report33 Balance Sheets34 Consolidated Income Statement35 Statements of Changes in Equity37 Consolidated Cash Flow Statement39 Notes to the Financial Statements


Report of The Directors

The Directors of the Company present their report to the members together with the audited financial statements of the Group for the financial year ended 31 March 2009 and the balance sheet of the Company as at 31 March 2009 and the statement of changes in equity of the Company for financial period from 13 May 2008 (date of incorporation) to 31 March 2009.

1. Directors

The Directors of the Company in office at the date of this report are:

Dr Wang Xiaoning (Appointed on 13 May 2008) Professor Yong Kwet Yew (Appointed on 9 June 2008) Dr Cai Jungang (Appointed on 9 June 2008) Dr Loh Chang Kaan (Appointed on 9 June 2008) Lim Yeok Hua (Appointed on 9 June 2008) Ang Chee Kwang Andrew (Appointed on 7 July 2008) 2. Arrangements to enable Directors to acquire shares or debentures

Neither at the end of nor at any time during the financial period was the Company a party to any arrangement whose object is to enable the Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

3. Directors’ interests in shares or debentures

According to the register of Directors’ shareholdings kept by the Company for the purposes of Section 164 of the Singapore Companies Act, Cap. 50 (the “Act”), none of the Directors of the Company who held office at the end of the financial period had any interests in the shares or debentures of the Company or its related corporations except as detailed below:

Shareholdings registered in the name of Directors

Shareholdings in which Directors are deemed to have an interest

Balance at13.5.2008 or later date

of appointmentBalance at31.3.2009

Balance at13.5.2008 or later date

of appointmentBalance at31.3.2009

Number of ordinary shares

Company

Dr Wang Xiaoning (1) – – 1 160,006,000

Professor Yong Kwet Yew – 500,000 – –

Lim Yeok Hua – 500,000 – –

(1) By virtue of Section 7 of the Act, Dr Wang Xiaoning is deemed to have an interest in 160,006,000 shares of the Company as at the beginning and end of the financial period by virtue of his shareholding of 30.2% of the issued shares in the capital of Tritech International Holdings Pte Ltd.


3. Directors’ interests in shares or debentures (Continued)

In accordance with the continuing listing requirements of the Singapore Exchange Securities Trading Limited, the Directors of the Company state that, according to the register of Directors’ shareholdings, the Directors’ interests as at 21 April 2009 in the shares of the Company have not changed from those disclosed as at 31 March 2009.

4. Directors’ contractual benefits

Since the date of incorporation, no Director of the Company has received or become entitled to receive a benefit which is disclosed under Section 201(8) of the Act, by reason of a contract made by the Company or a related corporation with the Director or with a firm of which he is a member, or with a company in which he has a substantial financial interest, except for salaries, bonuses and other benefits as disclosed, in the financial statements. Certain Directors received remuneration from related corporations in their capacity as Directors and/or executives of those related corporations as disclosed in Note 27 of the accompanying financial statements.

5. Share options

There were no share options granted by the Company or its subsidiaries during the financial period.

There were no shares issued during the financial period by virtue of the exercise of options to take up unissued shares of the Company or its subsidiaries.

There were no unissued shares of the Company or of its subsidiaries under options as at the end of the financial period.

6. Audit committee

The Audit Committee comprises the following members, who are all non-executive and Independent Directors. The members of the Audit Committee during the financial period and at the date of this report are:

Lim Yeok Hua (Chairman) (Appointed on 9 June 2008) Professor Yong Kwet Yew (Appointed on 9 June 2008) Ang Chee Kwang Andrew (Appointed on 7 July 2008)

The Audit Committee performs the functions specified in Section 201B (5) of the Act. In performing those functions, the Audit Committee reviewed the audit plans and the overall scope of examination by the external auditors of the Group and of the Company. The Audit Committee also reviewed the independence of the external auditors of the Company and the nature and extent of the non-audit services provided by the external auditors.

The Audit Committee also reviewed the assistance provided by the Company’s officers to the external auditors and the consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the Company as well as the Independent Auditors’ Report thereon prior to their submission to the Directors of the Company for adoption and reviewed the interested person transactions as defined in Chapter 9 of the Listing Manual – Rules of Catalist of the Singapore Exchange Securities Trading Limited.


6. Audit committee (Continued)

The Audit Committee has full access to and has the co-operation of the management and has been given the resources required for it to discharge its function properly. It has also full discretion to invite any Director and executive officer to attend its meetings. The external auditors have unrestricted access to the Audit Committee.

The Audit Committee has recommended to the Board of Directors the nomination of BDO Raffles, for re-appointment as external auditors of the Company at the forthcoming Annual General Meeting. The Audit Committee has carried out an annual review of non-audit services provided by the external auditors to satisfy itself that the nature and extent of such services will not prejudice the independence and objectivity of the external auditors prior to recommending their recommendation.

7. Auditors

The auditors, BDO Raffles, have expressed their willingness to accept re-appointment.

8. Additional disclosure requirements of the Listing Manual of the Singapore Exchange Securities Trading Limited

The auditors of the subsidiary and associates of the Company are disclosed in Note 5 and 6 at the pages 55 to 57 of the Annual Report. In the opinion of the Board of Directors and Audit Committee, Rule 716 of the Listing Manual of the Singapore Exchange Securities Trading Limited has been complied with.

On behalf of the Board of Directors

Wang Xiaoning Cai Jungang Director Director

Singapore18 June 2009

Report of The Directors (Continued)


In the opinion of the Board of Directors,

(a) the accompanying financial statements comprising the balance sheets, consolidated income statement, statements of changes in equity and consolidated cash flow statement together with the notes thereon are properly drawn up in accordance with the provisions of the Singapore Companies Act, Cap. 50 and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 March 2009 and of the results, changes in equity and cash flows of the Group and changes in equity of the Company for the financial year ended on that date; and

(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.

On behalf of the Board of Directors

Wang Xiaoning Cai Jungang Director Director


Statement by Directors


We have audited the accompanying financial statements of Tritech Group Limited (the “Company”) and its subsidiaries (the “Group”) as set out on pages 33 to 80, which comprise the balance sheets of the Group and of the Company as at 31 March 2009, the consolidated income statement, consolidated statement of changes in equity and consolidated cash flow statement of the Group and the statement of changes in equity of the Company for the financial year then ended, and a summary of significant accounting policies and other explanatory notes.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with the provisions of the Singapore Companies Act, Cap. 50 (the “Act”) and Singapore Financial Reporting Standards. This responsibility includes:

(a) devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair income statements and balance sheets and to maintain accountability of assets;

(b) selecting and applying appropriate accounting policies; and

(c) making accounting estimates that are reasonable in the circumstances.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion,

(a) the consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 March 2009 and of the results, changes in equity and cash flows of the Group and the statement of changes in equity of the Company for the financial year ended on that date; and

(b) the accounting and other records required by the Act to be kept by the Company and by the subsidiaries incorporated in Singapore of which we are the auditors, have been properly kept in accordance with the provisions of the Act.

BDO Raffles Public Accountants and Certified Public Accountants


Independent Auditors’ Report To The Members Of Tritech Group Limited


Group CompanyNote 2009 2008 2009

$ $ $Non-current assets Plant and equipment 4 9,443,027 7,775,287 –Investments in subsidiaries 5 – – 14,013,315Investments in associates 6 452,633 487,945 398,047Intangible asset 7 21,000 – –

9,916,660 8,263,232 14,411,362

Current assets Inventories 8 428,045 278,844 –Trade and other receivables 9 3,344,405 2,939,346 5,211,158Amounts due from contract customers 10 13,781,653 11,487,314 –Cash and cash equivalents 11 10,574,324 4,520,238 4,975,903

28,128,427 19,225,742 10,187,061

Less:Current liabilities Trade and other payables 12 6,321,282 9,564,730 613,645Amounts due to contract customers 10 423,193 3,496 –Bank borrowings 13 – 466,175 –Finance lease payables 14 1,199,156 805,140 –Current income tax payable 1,539,928 1,115,393 –

9,483,559 11,954,934 613,645Net current assets 18,644,868 7,270,808 9,573,416

Non-current liabilitiesFinance lease payables 14 (1,649,423) (1,136,777) –Deferred tax liabilities 15 (577,284) (743,190) –

(2,226,707) (1,879,967) –Net assets 26,334,821 13,654,073 23,984,778

Capital and reservesShare capital 16 19,914,229 3,015,268 19,914,229Foreign currency translation reserve/(account) 17 15,066 (11,273) –Accumulated profits 6,345,502 10,566,356 4,070,549Equity attributable to equity holders of the Company 26,274,797 13,570,351 23,984,778Minority interests 60,024 83,722 –Total equity 26,334,821 13,654,073 23,984,778

as at 31 March 2009

Balance Sheets

The accompanying notes form an integral part of these financial statements.


Note 2009 2008$ $

Revenue 18 41,329,612 31,292,694Cost of sales (24,437,655) (18,582,873)Gross profit 16,891,957 12,709,821Other income 19 623,871 1,809,793Distribution expenses (270,770) (205,498)Administrative expenses (5,633,174) (3,574,466)Other operating expenses (2,867,623) (1,884,550)Finance costs 20 (228,107) (260,514)Shares of results of associates 112,342 87,335Profit before income tax 21 8,628,496 8,681,921Income tax expense 22 (1,653,009) (1,415,270)Profit after income tax 6,975,487 7,266,651

Attributable to:Equity holders of the Company 7,008,423 7,250,590Minority interests (32,936) 16,061

6,975,487 7,266,651Earnings per share (cents) 23Basic and diluted 4.04 240.46

for the financial year ended 31 March 2009

Consolidated Income Statement



Attributable to equity holders of the Company Minority interests Total

NoteShare

capitalAccumulated

profitsMerger reserve

Foreign currency

translation reserve/

(account) Total

$ $ $ $ $ $ $

Group

Balance at 1.4.2008 3,015,268 10,566,356 – (11,273) 13,570,351 83,722 13,654,073

Net profit for the financial year – 7,008,423 – – 7,008,423 (32,936) 6,975,487

Currency translation differences, representing net income recognised directly in equity – – – 15,066 15,066 9,238 24,304

Total income and expense recognised for the financial year – 7,008,423 – 15,066 7,023,489 (23,698) 6,999,791

Restructuring exercise (3,015,268) – (10,739,262) 11,273 (13,743,257) – (13,743,257)

Transfer of merger reserve to accumulated profits – (10,739,262) 10,739,262 – – – –

Issuance of shares at date of incorporation 1 – – – 1 – 1

Issuance of shares for restructuring exercise 16 14,385,630 – – – 14,385,630 – 14,385,630

Issuance of shares in connection with the Company’s initial public offering 16 6,000,000 – – – 6,000,000 – 6,000,000

Share issue expenses 16 (471,402) – – – (471,402) – (471,402)

Dividends 24 – (490,015) – – (490,015) – (490,015)

Balance at 31.3.2009 19,914,229 6,345,502 – 15,066 26,274,797 60,024 26,334,821


Statements of Changes in Equity



Attributable to equity holders of the Company Minority interests Total

NoteShare

capitalAccumulated

profits

Foreign currency translation

reserve/ (account) Total

$ $ $ $ $ $

Group

Balance at 1.4.2007 3,015,268 4,515,766 (11,747) 7,519,287 67,403 7,586,690

Net profit for the financial year – 7,250,590 – 7,250,590 16,061 7,266,651

Currency translation differences, representing net income recognised directly in equity – – 474 474 258 732

Total income and expense recognised for the financial year – 7,250,590 474 7,251,064 16,319 7,267,383

Dividends 24 – (1,200,000) – (1,200,000) – (1,200,000)

Balance at 31.3.2008 3,015,268 10,566,356 (11,273) 13,570,351 83,722 13,654,073

NoteShare

capitalAccumulated

profits Total

$ $ $

Company

Balance at 13.5.2008 1 – 1

Net profit for the financial period, representing total income and expense recognised for the financial period – 4,560,564 4,560,564

Issuance of shares for restructuring exercise 16 14,385,630 – 14,385,630

Issuance of shares in connection with the Company’s initial public offering 16 6,000,000 – 6,000,000

Share issue expenses 16 (471,402) – (471,402)

Dividends 24 – (490,015) (490,015)

Balance at 31.3.2009 19,914,229 4,070,549 23,984,778

for the financial year ended 31 March 2009 (Continued)

Statements of Changes in Equity



Note 2009 2008

$ $

Cash flows from operating activities

Profit before income tax 8,628,496 8,681,921

Adjustments for:

Allowance for impairment in value of trade receivables written back (4,689) (47,244)

Allowance for impairment in value of trade receivables 7,974 32,711

Bad trade receivables written off – 40,005

Depreciation of plant and equipment 2,051,785 1,602,185

Loss on disposal of property, plant and equipment 4,942 (1,332,631)

Interest income (26,095) (34,830)

Interest expense 196,845 221,872

Plant and equipment written off 12,818 11,019

Impairment in value of plant and equipment 39,191 –

Share of results of associates (112,342) (87,335)

Operating cash flows before working capital changes 10,798,925 9,087,673

Working capital changes:

Inventories (149,201) 10,710

Trade and other receivables (2,702,683) (6,509,034)

Trade and other payables (2,027,476) 2,186,948

Cash generated from operations 5,919,565 4,776,297

Income taxes paid (1,394,496) (596,516)

Interest received 26,095 34,830

Interest paid (196,845) (221,872)

Currency translation differences 116 –

Net cash from operating activities 4,354,435 3,992,739

Cash flows from investing activities

Purchase of plant and equipment (1,576,202) (1,516,313)

Purchase of club membership (21,000) –

Proceeds from disposal of property, plant and equipment 25,888 5,801,563

Acquisition of associates – (48,339)

Currency translation differences (116) (3,386)

Net cash (used in)/from investing activities (1,571,430) 4,233,525


Consolidated Cash Flow Statement



Note 2009 2008

$ $

Cash flows from financing activities

Increased in fixed deposit pledged (519,873) (423,955)

Repayments of bank borrowings – (5,140,999)

Repayments of finance lease obligations (1,316,393) (526,243)

Dividend paid (490,015) –

Proceeds from issue of shares 6,000,000 –

Share issue expenses (471,402) –

Net cash from/(used) in financing activities 3,202,317 (6,091,197)

Net change in cash and cash equivalents 5,985,322 2,135,067

Cash and cash equivalents at beginning of financial year 3,230,108 1,094,567

Currency translation differences 15,066 474

Cash and cash equivalents at end of financial year 11 9,230,496 3,230,108


Consolidated Cash Flow Statement



These notes form an integral part of and should be read in conjunction with the financial statements.

1. General corporate information

The balance sheet and statement of changes in equity of Tritech Group Limited (the “Company”) and the consolidated financial statements of the Company and its subsidiaries (the “Group”) for the financial year ended 31 March 2009 were authorised for issue in accordance with a Directors’ resolution dated 18 June 2009.

The Company was incorporated in Singapore on 13 May 2008 as a private limited company under the name of Tritech Group Private Limited. On 28 May 2008, the Company was converted to a public limited company and changed its name to Tritech Group Limited.

The Company was admitted to the official list of Catalist under the Singapore Exchange Securities Trading Limited.

The Company is a public limited company, incorporated and domiciled in Singapore with its registered office and principal place of business at 2 Kaki Bukit Place, #07-00 Tritech Building, Singapore 416180. The Company’s registration number is 200809330R.

The Company’s ultimate holding company is Tritech International Holdings Pte Ltd, a company incorporated in the Singapore.

The principal activity of the Company is that of an investment holding company.

The principal activities of the subsidiaries are set out in Note 5 to the financial statements.

2. Summary of significant accounting policies

(a) Basis of preparation of financial statements The restructuring exercise involved Companies which are under common control. The consolidated financial statements of the Group for the financial year ended 31 March 2008 have been prepared in a manner similar to the “pooling-of-interest” method. Such manner of presentation reflects the economic substance of the combining companies as a single economic enterprise, although the legal parent-subsidiary relationship was not established until after the balance sheet date.

The financial statements have been prepared in accordance with the provisions of the Singapore Companies Act, Cap. 50 and Singapore Financial Reporting Standards (“FRS”). The financial statements have been prepared under the historical cost convention, except as disclosed in the accounting policies below.

The preparation of financial statements in conformity with FRS requires the management to exercise judgement in the process of applying the Group’s and the Company’s accounting policies and requires the use of accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the balance sheet date, and the reported amounts of revenue and expenses during the financial year. Although these estimates are based on the management’s best knowledge of historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances, actual results may ultimately differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the financial year in which the estimate is revised if the revision affects only that financial year, or in the financial year of the revision and future financial years if the revision affects both current and future financial years.

Critical accounting judgements and key sources of estimation uncertainty used that are significant to the financial statements are disclosed in Note 3 to the financial statements.


Notes to The Financial Statements




2. Summary of significant accounting policies (Continued)

(a) Basis of preparation of financial statements (Continued)

During the financial year, the Group and the Company adopted the new or revised FRS and Interpretations of FRS (“INT FRS”) that are relevant to their operations and effective for the current financial year. Changes to the Group’s and the Company’s accounting policies have been made as required, in accordance with the relevant transitional provisions in the respective FRS and INT FRS. The adoption of the new or revised FRS and INT FRS did not result in any substantial changes to the Group’s and the Company’s accounting policies except as indicated below.

FRS 107, Financial Instruments: Disclosures and amendment to FRS 1 (revised), Presentation of Financial Statements (Capital Disclosures)

FRS 107 introduces new disclosures about financial instruments. It requires the disclosure of qualitative and quantitative information about exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk and market risk, including sensitivity analysis to market risk. The amendment to FRS 1 (revised) requires the Group and the Company to make new disclosures to enable users of the financial statements to evaluate the Group’s and the Company’s objectives, policies and processes for managing capital.

FRS and INT FRS issued but not yet effective

The Group and the Company have not adopted the following FRS and INT FRS that have been issued but not yet effective:

Effective date (annual periods

beginning on or after)

FRS 1 : Presentation of Financial Statements (Revised) 1.1.2009

: Amendments to FRS 32 Financial Instruments: Presentation and FRS 1 Presentation of Financial Statements – Puttable of Financial Instruments and Obligations Arising on Liquidation

1.1.2009

FRS 23 : Borrowing Costs (Revised) 1.1.2009

FRS 27 &FRS 101

: Amendments to FRS 101 First-time Adoption of Financial Reporting Standards and FRS 27 Consolidated and Separate Financial Statements – Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate

1.1.2009

FRS 32 : Amendments to FRS 32 Financial Instruments: Presentation and FRS 1 Presentation of Financial Statements – Puttable of Financial Instruments and Obligations Arising on Liquidation

1.1.2009

FRS 39 : Amendments to FRS 39 Financial Instruments: Recognition and Measurement – Eligible Hedged Items

1.7.2009

FRS 102 : Amendments Relating to Vesting Conditions and Cancellations 1.1.2009





(a) Basis of preparation of financial statements (Continued)

FRS and INT FRS issued but not yet effective (Continued)

Effective date (annual periods

beginning on or after)

FRS 107 : Amendments to FRS 107 Financial Instruments: Disclosures – Improving Disclosures about Financial Instruments 1.1.2009

FRS 108 : Operating Segments 1.1.2009

INT FRS 112 : Service Concession Arrangements (Revised) 1.1.2009

INT FRS 113 : Customer Loyalty Programmes 1.7.2008

INT FRS 116 : Hedges of a Net Investment in a Foreign Operation 1.10.2008

INT FRS 117 : Distributions of Non-cash Assets to Owners 1.7.2009

INT FRS 118 : Transfer of Assets from Customers 1.7.2009

Consequential amendments were also made to various standards as a result of these new/revised standards.

The management anticipates that the adoption of the above FRS and INT FRS in future periods will not have a material impact on the financial statements of the Group in the period of their initial adoption, except as disclosed below.

FRS 1 – Presentation of Financial Statements (Revised) FRS 1 (Revised) requires an entity to present, in a statement of changes in equity, all owner changes in equity. All non-owner changes in equity (i.e. comprehensive income) are required to be presented in one statement of comprehensive income or in two statements (a separate income statement and a statement of comprehensive income). Components of comprehensive income are not permitted to be presented in the statement of changes in equity. In addition, a statement of financial position is required at the beginning of the earliest comparative period following a retrospective application of an accounting policy, a retrospective restatement of items in its financial statements or a reclassification of items in the financial statements. FRS 1 (Revised) does not have any impact on the Group’s financial position or results. The Group will apply FRS 1 (Revised) from financial period beginning 1 April 2009.

FRS 108 – Operating Segments

FRS 108 requires an entity to adopt a “management perspective approach” in reporting financial and descriptive information about its reportable segment. Financial information is required to be reported on the basis that it is used internally for evaluation operating segment performance and deciding how to allocate resources to operating segments. FRS 108 introduces additional segment disclosures to be made to improve the information about operating segments. The Group will apply FRS 108 from financial period beginning 1 April 2009.





(b) Basis of consolidation

Acquisition under common control

Business combination arising from transfers of interest in entities that are under common control are accounted for as if the acquisition had occurred at the beginning of the earliest comparative period presented or, if later, at the date that common control was established. For this purpose, comparatives are restated. The assets and liabilities acquired are recognised at the carrying amounts recognised previously in the Group’s controlling shareholders’ financial statements. The components of equity of the acquired entities are added to the same components within the Group equity. Any difference between the cash paid for the acquisition and net assets acquired (“merger reserve”) is recognised directly to equity. Acquisition under purchase method

The purchase method of accounting is used to account for the acquisitions of subsidiaries and businesses. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values on the date of acquisition, irrespective of the extent of any minority interest.

The excess of the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition is credited to the income statements in the period of the acquisition.

Transaction eliminated on combination

Intra-group balances and any unrealised income or expenses arising from intra-group transactions are eliminated in preparing the financial statements.

Minority interest

Minority interest represents the portion of profit or loss and net assets in subsidiary not held by the Group. Minority interest is presented in the balance sheets within equity, separately from the equity holders, and is separately disclosed in the income statement of the Group.

(c) Subsidiaries

Subsidiaries are entities (including special purpose entities) over which the Group has power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.

Investments in subsidiaries are stated at cost on the Company’s balance sheet less accumulated impairment in value, if any.





(d) Associates

Associates are entities, not being subsidiaries or a joint ventures, in which the Group have significant influence. This generally coincides with the Group having not less than 20% or more than 50% of the voting power and has board representation.

The Group’s investments in associates are accounted for using the equity method. Under the equity method, the investments in associates is carried in the Group’s balance sheet at cost plus post-acquisition changes in the Group’s share of net assets of the associates. The Group’s share of the profit or loss of the associates is recognised in the income statement. Where there has been a change recognised directly in the equity of the associates, the Group recognises its share of such changes. After application of the equity method, the Group determines whether it is necessary to recognise any additional impairment in value with respect to the Group’s net investments in the associates. The associates are equity accounted for from the date the Group obtains significant influence until the date the Group ceases to have significant influence over the associates.

Any excess of the Group’s share of the net fair value of the associate’s identifiable assets, liabilities and contingent liabilities over the cost of the investment is excluded from the carrying amount of the investment and is instead included as income in the determination of the Group’s share of the associate’s results in the period in which the investment is acquired.

When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

The most recent available audited financial statements of an associate is used by the Group in applying the equity method. Where the dates of the audited financial statements used are not co-terminous with those of the Group, the share of results is arrived at from the unaudited management financial statements to the end of the accounting period. Consistent accounting policies are applied for like transactions and events in similar circumstances.

Investments in associates are stated at cost on the Company’s balance sheet less accumulated impairment in value, if any.

(e) Intangible asset

Intangible asset relates to transferable individual club membership and is initially recognised at cost and is subsequently measured at cost less accumulated impairment in value, if any.

(f) Property, plant and equipment

Property, plant and equipment are initially recorded at cost. Subsequent to initial recognition, property, plant and equipment are stated at cost less accumulated depreciation and impairment in value, if any.

The cost of property, plant and equipment includes expenditure that is directly attributable to the acquisition of the items. Dismantlement, removal or restoration costs are included as part of the cost of property, plant and equipment if the obligation for dismantlement, removal or restoration is incurred as a consequence of acquiring or using the property, plant and equipment.





(f) Property, plant and equipment (Continued)

Subsequent expenditure relating to the property, plant and equipment that has already been recognised is added to the carrying amount of the property, plant and equipment when it is probable that the future economic benefits, in excess of the standard of performance of the property, plant and equipment before the expenditure was made, will flow to the Group and the Company, and the cost can be reliably measured.

Other subsequent expenditure is recognised as an expense during the financial year in which it is incurred.

On disposal of an item of property, plant and equipment, the difference between the net disposal proceeds and its carrying amount is taken to the income statement.

Depreciation is calculated on the straight-line method so as to write off the depreciable amount of the property, plant and equipment over their estimated useful lives as follows:

Years

Leasehold building 60

Motor vehicles 6

Furniture, fittings and fixtures 5 – 10

Machinery, instrumentation and tools 10

Office equipment 3 – 10

Renovation 10

The residual values, estimated useful life and depreciation method are reviewed at each financial year-end to ensure that the residual values, period of depreciation and depreciation method are consistent with previous estimates and expected pattern of consumption of the future economic benefits embodied in the items of the property, plant and equipment.

(g) Impairment of non-financial assets

The carrying amounts of non-financial assets are reviewed at each balance sheet date to determine whether there is any indication of impairment in value and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If any such indication exists, or when annual impairment testing for an asset is required, the asset’s recoverable amount is estimated.

An impairment in value is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. A cash-generating unit is the smallest identifiable asset group that generates cash flows that largely are independent from other assets and groups of assets. Impairment in value is recognised in the income statement, unless it reverses a previous revaluation, credited to equity, in which case it is charged to equity.

The recoverable amount of an asset or cash-generating unit is the higher of its fair value less costs to sell and its value in use. Recoverable amount is determined for individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. If this is the case, the recoverable amount is determined for the cash-generating unit to which the assets belong. The fair value less costs to sell is the amount obtainable from the sale of an asset or cash-generating unit in an arm’s length transaction between knowledgeable, willing parties, less costs of disposal. Value in use is the present value of estimated future cash flows expected to be derived from the continuing use of an asset and from its disposal at the end of its useful life, discounted at pre-tax rate that reflects current market assessment of the time value of money and the risks specific to the asset or cash-generating unit for which the future cash flow estimates have not been adjusted.





(g) Impairment of non-financial assets (Continued)

An assessment is made at each balance sheet date as to whether there is any indication that an impairment in value recognised in prior periods for an asset may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. An impairment in value recognised in prior periods is reversed only if there has been a change in the estimates used to determine the recoverable amount since the last impairment in value was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. An impairment in value is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation, if no impairment in value has been recognised. Reversals of impairment in value are recognised in the income statement unless the asset is carried at revalued amount, in which case the reversal in excess of impairment in value recognised in the income statement in prior periods is treated as a revaluation increase. After such a reversal, the depreciation is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

(h) Inventories

Inventories are stated at the lower of cost and net realisable value.

Cost is determined on a “first-in, first-out” basis and includes all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

Net realisable value is the estimated selling price at which inventories can be realised in the ordinary course of business after allowing for the costs of realisation. Allowance is made for obsolete, slow-moving and defective inventories.

(i) Financial assets

The Group and the Company classify their financial assets as loans and receivables. The classification depends on the purpose for which the assets were acquired. The management determines the classification of the financial assets at initial recognition and re-evaluates this designation at the balance sheet date, where allowed and appropriate.

(i) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are classified within “trade and other receivables” and “cash and cash equivalents” on the balance sheets.

Recognition and derecognition

Financial assets are recognised on the balance sheets when, and only when, the Group and the Company become parties to the contractual provisions of the financial instrument.

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group and the Company have transferred substantially all risks and rewards of ownership.

On sale of a financial asset, the difference between the carrying amount and the net sale proceeds is recognised in the income statement.

Initial and subsequent measurement

Financial assets are initially recognised at fair value plus transaction costs.

After initial recognition, loans and receivables are carried at amortised cost using the effective interest method, less impairment in value, if any.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial instrument and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments through the expected life of the financial instrument, or where appropriate, a shorter period. Income and expense are recognised on an effective interest basis for debt instruments other than those financial instruments “at fair value through profit or loss”.





(i) Financial assets (Continued)

Impairment

The Group and the Company assess at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired.

(i) Loans and receivables

An allowance for impairment in value of loans and receivables is recognised when there is objective evidence that the Group and the Company will not be able to collect all amounts due according to the original terms of the receivables. The amount of allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account. The amount of the loss is recognised in the income statement.

If, in a subsequent period, the amount of the impairment in value decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment in value is reversed either directly or by adjusting an allowance account. Any subsequent reversal of an impairment in value is recognised in the income statement, to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date.

(j) Cash and cash equivalents

Cash and cash equivalents which include cash and bank balances and fixed deposits are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value. For purposes of the cash flow statement, cash and cash equivalents comprise fixed deposits, cash and bank balances net of bank overdrafts and fixed deposit pledged.

(k) Financial liabilities

The accounting policies adopted for specific financial liabilities are set out below.

(i) Trade and other payables

Trade and other payables are recognised initially at cost which represents the fair value of the consideration to be paid in the future, less transaction cost, for goods received or services rendered, whether or not billed to the Group and the Company, and are subsequently measured at amortised cost using the effective interest method.

Gains or losses are recognised in the income statement when the liabilities are derecognised as well as through the amortisation process.

(ii) Bank borrowings

Borrowings are initially recognised at the fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is taken to the income statement over the period of the borrowings using the effective interest method.





(k) Financial liabilities (Continued)

(ii) Bank borrowings (Continued)

Borrowings which are due to be settled within 12 months after the balance sheet date are presented as current borrowings even though the original term was for a period longer than 12 months and an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the balance sheet date and before the financial statements are authorised for issue. Other borrowings due to be settled more than 12 months after the balance sheet date are presented as non-current borrowings in the balance sheets.

Recognition and derecognition

Financial liabilities are recognised on the balance sheets when, and only when, the Group and the Company become parties to the contractual provisions of the financial instrument.

Financial liabilities are derecognised when the contractual obligation has been discharged or cancelled or expired.

On derecognition of a financial liability, the difference between the carrying amount and the consideration paid is recognised in the income statement.

(l) Contract work-in-progress

Contract costs are recognised as and when it is incurred.

When the outcome of a contract can be estimated reliably, contract revenue and costs are recognised as revenue and expenses respectively by reference to the stage of completion of the contract activity at the balance sheet date (percentage-of-completion method). When outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred that are likely to be recoverable. When it is probable that the total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

Contract revenue comprises the initial amount of revenue agreed in the contract and variations in the contract work and claims that can be measured reliably.  A variation or a claim is only included in contract revenue when it is probable that the customer will approve the variation or negotiations have reached an advanced stage such that it is probable that the customer will accept the claim.

At the balance sheet date, the aggregated costs incurred plus recognised profit (less recognised loss) on each contract is compared against the progress billings.  Where costs incurred plus the recognised profits (less recognised losses) exceed progress billings, the balance is presented as “amount due from contract customers” as current asset in the balance sheets.  Where progress billings exceed costs incurred plus recognised profits (less recognised losses), the balance is presented as “amount due to contract customers” as current liabilities in the balance sheets.

Progress billings not yet paid by customers and retentions are included within “trade and other receivables”.





(m) Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group and the Company after deducting all of their liabilities.

Ordinary shares are classified as equity and recognised at the fair value of the consideration received by the Group and the Company. Incremental costs directly attributable to the issuance of new equity instruments are shown in the equity as a deduction from the proceeds.

(n) Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and is recognised when it is probable that the economic benefits associated with the transaction will flow to the Group and the amount of the revenue can be measured reliably.

(i) Sales of goods

Revenue is recognised upon delivery of products and customer acceptance, if any, or performance of services, net of sales taxes and discounts.

(ii) Construction contracts

Revenue from work done on construction contracts is recognised based on the “percentage of completion” method. The stage of completion is determined based on the proportion of contract costs incurred for work performed up to the balance sheet dates over the estimated total contract costs.

When the outcome of a construction contract cannot be estimated reliably, contract revenue shall be recognised only to the extent of contract costs incurred that is probable to be recoverable and contract costs are recognised as an expense in the period in which they are incurred.

When it is probable that total contract costs will exceed total contract revenue, the foreseeable loss is recognised as an expense immediately.

(iii) Rental income

Rental income under operating leases is recognised in the income statements on a straight-line basis over the term of the lease.

(iv) Interest income

Interest income is recognised on a time-proportion basis using the effective interest method.





(o) Leases

When the Group is the lessor of finance leases

Leases in which the Group assumes substantially the risks and rewards of ownership are classified as finance leases.

Upon initial recognition, plant and equipment acquired through finance leases are capitalised at the lower of its fair value and the present value of the minimum lease payment. Any initial direct costs are also added to the amount capitalised.

When the Group is the lessor of an operating lease

Assets leased out under operating leases are included in the plant and equipment.

Rental income from operating leases (net of any incentives given to lessees) is recognised in the income statement on a straight-line basis over the lease term.

Initial direct costs incurred by the Group in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised as an expense in the income statement over the lease term on the same basis as the lease income.

When the Group is the lessee of an operating lease

Leases of assets in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under the lease (net of any incentives received from the lessor) are recognised in the income statement on a straight-line basis over the period of the lease.

When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the financial year in which termination takes place.

(p) Employee benefits

Defined contribution plan

Contributions to defined contribution plans are recognised as an expense in the income statement in the same financial year as the employment that gives rise to the contributions.

Employee leave entitlement

Employee entitlements to annual leave are recognised when they accrue to employees. An accrual is made for estimated liability for unutilised annual leave as a result of services rendered by employees up to the balance sheet date.

(q) Borrowing costs

Borrowing costs are recognised as an expense in the income statement in the financial year in which they are incurred. Borrowing costs are recognised on a time-proportion basis in the income statement using the effective interest method.





(r) Income tax expense

Income tax expense for the financial year comprises current and deferred taxes. Income tax expense is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case such income tax is recognised in equity.

Current income tax is the expected tax payable on the taxable income for the financial year, using tax rates enacted or substantively enacted by the balance sheet date, and any adjustment to income tax payable in respect of previous financial years.

Deferred tax is provided, using the liability method, for temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax is measured using the tax rates expected to be applied to the temporary differences when they are realised or settled, based on tax rates enacted or substantively enacted by the balance sheet date.

Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Deferred tax assets are reviewed at each balance sheet date and reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Unrecognised deferred tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profits will be available against which the temporary differences can be utilised.

Deferred tax assets and liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same tax authority and there is intention to settle the current tax assets and liabilities on a net basis.

(s) Foreign currencies

The individual financial statements of each entity in the Group are presented in the currency of the primary economic environment in which the entity operates (“functional currency”).

The consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the Company are presented in Singapore dollar, which is the functional currency of the Company and the presentation currency for the consolidated financial statements.

In preparing the financial statements, transactions in currencies other than the entity’s functional currency (“foreign currencies”) are recorded at the rates of exchange prevailing on the date of the transaction. At each balance sheet date, monetary items denominated in foreign currencies are re-translated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are re-translated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not re-translated.

Exchange differences arising on the settlement of monetary items and on re-translating of monetary items are included in the income statement for the financial year. Exchange differences arising on the re-translation of non-monetary items carried at fair value are included in the income statement for the financial year except for differences arising on the re-translation of non-monetary items in respect of which gains and losses are recognised directly in equity. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in equity.

For the purpose of presenting consolidated financial statements of the Group, the results and financial positions of the Group’s entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

(i) assets and liabilities for the balance sheet presented are translated at the closing exchange rate at the date of the balance sheet;

(ii) income and expenses for the income statement are translated at average exchange rate for the financial year (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the dates of the transactions); and

(iii) the resulting exchange differences are recognised in the foreign currency translation reserve within equity.

(t) Dividends

Equity dividends are recognised when they become legally payable. Interim dividends are recorded in the financial year in which they are declared payable. Final dividends are recognised as a liability in the financial year in which the dividends are approved by the shareholders.




3. Critical accounting judgements and key sources of estimation uncertainty

(a) Critical judgements in applying the accounting policies

In the process of applying the Group’s and the Company’s accounting policies, the management is of the opinion that there are no critical judgements involved that have a significant effect on the amounts recognised in the financial statements except as discussed below. (i) Impairment of investments in subsidiaries and associates and financial assets

The Group and the Company follow the guidance of FRS 36 and FRS 39 on determining whether an investment or a financial asset is impaired. This determination requires significant judgement. The Group and the Company evaluate, among other factors, the duration and extent to which the fair value of an investment or a financial asset is less than its cost and the financial health of and near-term business outlook for the investment or financial asset, including factors such as industry and sector performance, changes in technology and operational and financing cash flow.

(ii) Contract revenue

The Group recognises certain contract revenue to the extent of contract costs incurred where it is probable that those costs will be recoverable and based on the stage of completion method. The stage of completion is measured by reference to the contract costs incurred to date to the estimated total costs for the contract.

Significant judgement is required in determining the stage of completion, the extent of the contract cost incurred, the estimated total contract revenue and contract cost, as well as the recoverability of the contracts. In making the judgement, the Group evaluates by relying on past experience and the work of specialists.

(b) Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities and reported amounts of revenue and expenses within the next financial year, are discussed below.

(i) Depreciation of property, plant and equipment

Property, plant and equipment are depreciated on a straight-line method over their estimated useful lives. The management estimates the useful lives of property, plant and equipment to be within 3 to 60 years. The carrying amount of the Group’s plant and equipment as at 31 March 2009 was $9,443,027 (2008: $7,775,287). Changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised.

(ii) Allowance for doubtful receivables

The management establishes allowance for doubtful receivables on a case-by-case basis when they believe that payment of amounts owed is unlikely to occur. In establishing these allowances, the management considers its historical experience and changes to its customers’ financial position. If the financial conditions of receivables were to deteriorate, resulting in impairment of their ability to make the required payments, additional allowances may be required. The carrying amounts of the Group’s and the Company’s trade and other receivables as at 31 March 2009 were $3,344,405 (2008: $2,939,346) and $5,211,158 respectively.

(iii) Income taxes

Significant judgements are involved in determining the provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters differs from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the financial year in which such determination is made. The carrying amount of the Group’s current income tax payable as at 31 March 2009 was $1,539,928 (2008: $1,115,393). The carrying amount of the Group’s deferred tax liabilities as at 31 March 2009 was $577,284 (2008: $743,190).




4. Plant and equipment

GroupMotor

vehicles

Furnitures, fittings and

fixtures

Machinery, instrumentation

and toolsOffice

equipment Renovation Total

$ $ $ $ $ $

Cost

Balance at 1.4.2008 376,912 101,780 10,461,300 517,066 261,430 11,718,488

Additions 759,244 77,563 2,671,886 154,007 136,557 3,799,257

Disposals (70,654) – (6,905) (3,060) – (80,619)

Written off – – (23,089) (658) – (23,747)

Currency translation differences – – – 5,142 – 5,142

Balance at 31.3.2009 1,065,502 179,343 13,103,192 672,497 397,987 15,418,521

Accumulated depreciation

Balance at 1.4.2008 159,434 32,287 3,464,170 209,415 77,895 3,943,201

Depreciation for the financial year 157,630 18,960 1,725,113 110,283 39,799 2,051,785

Disposals (47,927) – (1,072) (790) – (49,789)

Written off – – (10,715) (214) – (10,929)

Currency translation differences – – – 2,035 – 2,035

Balance at 31.3.2009 269,137 51,247 5,177,496 320,729 117,694 5,936,303

Allowance for impairment in value

Balance at 1.4.2008 – – – – – –

Impairment for the financial year – – – 39,191 – 39,191

Balance at 31.3.2009 – – – 39,191 – 39,191

Net book value

Balance at 31.3.2009 796,365 128,096 7,925,696 312,577 280,293 9,443,027




4. Plant and equipment (Continued)

Group Leasehold

buildingMotor

vehicles

Furnitures, fittings and

fixtures

Machinery, instrumentation

and toolsOffice

equipment Renovation Total

$ $ $ $ $ $ $

Cost

Balance at 1.4.2007 4,600,000 335,112 92,113 7,744,007 345,928 259,340 13,376,500

Additions 3,775 41,800 10,248 2,785,247 176,983 2,090 3,020,143

Disposals (4,603,775) – (581) (53,465) – – (4,657,821)

Written off – – – (14,489) (5,170) – (19,659)

Currency translation differences – – – – (675) – (675)

Balance at 31.3.2008 – 376,912 101,780 10,461,300 517,066 261,430 11,718,488

Accumulated depreciation

Balance at 1.4.2007 92,929 88,678 22,148 2,155,033 128,613 51,752 2,539,153

Depreciation for the financial year 47,423 70,756 10,717 1,361,657 85,489 26,143 1,602,185

Disposals (140,352) – (578) (47,959) – – (188,889)

Written off – – – (4,561) (4,079) – (8,640)

Currency translation differences – – – – (608) – (608)

Balance at 31.3.2008 – 159,434 32,287 3,464,170 209,415 77,895 3,943,201

Net book value

Balance at 31.3.2008 – 217,478 69,493 6,997,130 307,651 183,535 7,775,287




4. Plant and equipment (Continued)

Management had performed a review of the recoverable amount of the Group’s plant and equipment as at 31 March 2009. The review led to the recognition of an impairment in value of $39,191 (2008: $Nil) recognised in “other operating expenses” line item of the income statement for the financial year ended 31 March 2009.

As at the balance sheet date, the net book values of plant and equipment which were acquired under finance lease agreements were as follows:

Group

2009 2008

$ $

Motor vehicles 764,197 215,145

Machinery, instrumentation and tools 3,423,537 1,986,617

Renovation – 167,335

4,187,734 2,369,097 Finance leased asset is pledged as a security for the related finance lease payables (Note 14).

For the purpose of consolidated cash flow statement, the Group’s additions to plant and equipment were financed as follows:

Group

2009 2008

$ $

Additions of plant and equipment 3,799,257 3,020,143

Acquired under finance lease agreements (2,223,055) (1,503,830)

Cash payments to acquire plant and equipment 1,576,202 1,516,313




5. Investments in subsidiaries

Company

2009

$

Unquoted equity shares in corporations, at cost 14,099,925

Allowance for impairment in value (86,610)

14,013,315

Movement in allowance for impairment in value during the financial period was as follows:

Company

2009

$

Balance at beginning of financial period –

Impairment for the financial period 86,610

Balance at end of financial period 86,610 As at the balance sheet date, the management carried out a review on the recoverable amount of its investments in subsidiaries. The review led

to the recognition of an impairment in value of $86,610 (2008: $Nil) recognised in “other operating expenses” line item of the income statement of the Company.

The particulars of the subsidiaries are as follows:

Name of company

Country of incorporation and operations Principal activities

Effective equity interest held

2009 2008

% %

* Tritech Engineering & Testing (Singapore) Pte Ltd Singapore Soil investigation, treatment and stabilisation (including grouting and guniting)

100 100

* Tritech Consultants Pte Ltd Singapore Architectural, engineering and land surveying; professional consultancy services

100 100

* Tritech Geotechnic Pte Ltd Singapore Soil investigation, treatment and stabilisation (including grouting and guniting)

100 100




5. Investments in subsidiaries (Continued)

Name of companyCountry of incorporation and operations Principal activities


2009 2008

% %

* Tritech-Geokon Singapore Pte Ltd Singapore Supply, installation and monitoring of all kinds of engineering instruments etc

100 100

* Presscrete Engineering Pte Ltd Singapore Civil and structural engineering contractors 100 100

* Tritech Water Technologies Pte Ltd Singapore Manufacture of water and waste treatment 100 100

^ Terra Tritech Engineering (M) Sdn Bhd Malaysia Providing civil engineering services 100 100

^ Beijing Wisetec Technologies Co., Ltd People’s Republic of China

Business of designing, developing, services and sale of electronic products

70 70

* Audited by BDO Raffles, Singapore^ Not considered as significant subsidiaries under Rule 718 of the Listing manual – Section B, Rules of Catalist of the Singapore Exchange

Securities Trading Limited

6. Investments in associates

Group Company

2009 2008 2009

$ $ $

Unquoted shares, at cost 340,291 248,339 285,705

Share of results of associates 112,342 239,606 112,342

452,633 487,945 398,047




6. Investments in associates (Continued)

The particulars of the associates are as follows:

Name of companyCountry of incorporation and operations Principal activities


2009 2008

% %

* SysEng (S) Pte Ltd Singapore Design and development of automation and engineering system

30 30

* Chengdu Wisetec Co., Ltd (“Chengdu Wisetec”)

People’s Republic of China

Specialist engineering services 34.3 34.3

* Not considered as significant associates under Rule 718 of the Listing manual – Section B, Rules of Catalist of the Singapore Exchange Securities Trading Limited

The financial statements of SysEng (S) Pte Ltd are made up to 31 March, each year.

The financial statements of Chengdu Wisetec Co., Ltd are made up to 31 December, each year. For the purpose of applying the equity method of accounting, the financial statements of Chengdu Wisetec for the financial year ended 31 December 2008 have been used and appropriate adjustments have been made for the effects of significant transactions between that date and 31 March 2009.

The summarised financial information of the associates are as follows:

2009 2008

$ $

Assets 1,824,483 1,170,005

Liabilities (372,437) (217,640)

1,452,046 952,365

Revenue 2,313,232 2,470,630

Net profit after income tax 374,475 291,116

7. Intangible asset

Group

2009 2008

$ $

Transferable club membership, at cost 21,000 –

As at the balance sheet date, the membership right is held in trust by a Director of the Company.




8. Inventories

Group

2009 2008

$ $

Construction materials 411,900 273,222

Finished goods 16,145 5,622

428,045 278,844

9. Trade and other receivables

Group Company

2009 2008 2009

$ $ $

Trade receivables

– third parties 2,848,808 2,051,851 –

– related parties – 950 –

– subsidiaries – – 191,502

2,848,808 2,052,801 191,502

Allowance for impairment in value of trade receivables (262,178) (286,915) –

2,586,630 1,765,886 191,502

Unbilled revenue – third parties 27,954 312,156 –

Retention sum – third parties – 223,420 –

Other receivables

– third parties 115,026 97,181 –

– subsidiaries – – 316,000

Staff loan 1,690 4,500 –

Dividend receivable – – 4,650,000

Deposits 272,195 81,543 –

Goods and services tax recoverable 56,857 387 32,356

Prepayments 284,053 454,273 21,300

3,344,405 2,939,346 5,211,158

Trade receivables are non-interest bearing and generally on 30 to 60 days’ credit terms.

Amounts due from subsidiaries and related parties which are non-trade in nature are unsecured, interest free and repayable on demand.




9. Trade and other receivables (Continued)

Movements in allowance for impairment in value of trade receivables were as follows:

Group

2009 2008

$ $

Balance at beginning of financial year 286,915 761,241

Allowance made during the financial year 7,974 32,711

Allowance written back during the financial year (4,689) (47,244)

Bad trade receivables written off against allowance (28,022) (459,793)

Balance at end of financial year 262,178 286,915

Impairment in value of trade receivables arose mainly from customers who have difficulty in settling the amount due.

Allowance for doubtful trade receivables of $7,974 (2008: $32,711) was recognised in the income statement subsequent to a debt recovery assessment performed on trade receivables.

The write back of allowance for trade receivables amounting to $4,689 (2008: $47,244) was recognised in the income statement when the related trade receivables were recorded from the customers during the financial year ended 31 March 2009.

Trade and other receivables are denominated in the following currencies:

Group Company

2009 2008 2009

$ $ $

Singapore dollar 3,032,353 2,599,963 5,211,158

Malaysian ringgit 195,709 322,074 –

Chinese renminbi 116,343 17,309 –

3,344,405 2,939,346 5,211,158

10. Amounts due from/(to) contract customers

Group

2009 2008

$ $

Costs incurred to date 42,104,107 15,538,958

Add: Attributable profits 27,750,328 12,554,722

Work in progress 69,854,435 28,093,680

Less: Progress billings received and receivable (56,495,975) (16,609,862)

13,358,460 11,483,818

Comprising:

Amounts due from contract customers 13,781,653 11,487,314

Amounts due to contract customers (423,193) (3,496)

13,358,460 11,483,818




11. Cash and cash equivalents

Group Company

2009 2008 2009

$ $ $

Fixed deposits with bank 3,196,219 3,563,267 –

Cash and bank balances 7,378,105 956,971 4,975,903

Cash and cash equivalents on balance sheets 10,574,324 4,520,238 4,975,903

Bank overdrafts – (466,175)

Fixed deposits pledged (1,343,828) (823,955)

Cash and cash equivalents on the consolidated cash flow statement 9,230,496 3,230,108

Fixed deposits mature on varying dates between 1 to 12 months from the balance sheet date. The effective interest rates on the fixed deposits range from 0.25% to 1.8% (2008: 0.18% to 2.2%) per annum. The fixed deposits of the Group amounting to $1,343,828 (2008: $823,955) are pledged to banks for banker’s guarantee and facilities issued on behalf of the Group.

Cash and cash equivalents are denominated in the following currencies:

Group Company

2009 2008 2009

$ $ $

Singapore dollar 10,379,100 4,252,834 4,975,903



10,574,324 4,520,238 4,975,903




12. Trade and other payables

Group Company

2009 2008 2009

$ $ $

Trade payables

– third parties 3,283,076 4,949,254 –

– related parties 61,036 12,831 –

Accrued operating expenses 628,558 1,070,594 110,770

Dividend payable – 1,200,000 –

Directors’ incentive bonus 492,054 – 492,054

Good and services tax payable 589,399 224,736 –

Deposits received

– third parties 370,395 – –

– related parties 2,080 – –

Loan from ultimate holding company – 144,474 –

Other payables

– third parties 850,431 1,151,779 10,821

– ultimate holding company 44,253 810,188 –

– related parties – 874 –

6,321,282 9,564,730 613,645

Trade payables are non-interest bearing and are normally settled between 30 to 60 days.

Loan from ultimate holding company bears interest rate at 4.75% (2008: 4.75%) per annum. These loans are non-trade in nature, unsecured and repayable on demand.

Amounts due to ultimate holding company and related parties which are non-trade in nature, are unsecured, interest-free and repayable on demand.

Trade and other payables are denominated in the following currencies:

Group Company

2009 2008 2009

$ $ $

Singapore dollar 5,975,354 9,062,048 613,645

United States dollar 38,660 284,438 –



6,321,282 9,564,730 613,645




13. Bank borrowings The bank overdraft was secured against fixed deposit amounting to $100,000 and joint guarantee of the Directors of the subsidiary.

The Group had fully repaid all the bank loans in the previous financial year.

The average effective interest rates are as follows:

2009 2008

% %

Bank overdrafts 5.50 – 9.88 7.00 – 9.88

Bank loans – 5.75 – 10.92

Bank borrowings were denominated in Singapore dollar.

As at the balance sheet date, the Group has banking facilities as follows:

Group

2009 2008

$ $

Facilities granted 4,120,003 2,897,909

Facilities utilised 1,466,522 1,510,592

14. Finance lease payables

Minimum lease payments

Finance charges

Present value of minimum lease

payments

$ $ $

2009

Current liabilities

Not later than one financial year 1,336,008 (136,852) 1,199,156


Later than one financial year but not later than five financial years 1,752,804 (111,777) 1,641,027

Later than five financial years 8,625 (229) 8,396

1,761,429 (112,006) 1,649,423

3,097,437 (248,858) 2,848,579

2008

Current liabilities

Not later than one financial year 901,333 (96,193) 805,140


Later than one financial year but not later than five financial years 1,211,826 (75,049) 1,136,777

2,113,159 (171,242) 1,941,917




14. Finance lease payables (Continued)

The effective interest rates charged during the financial year range between 2.49% to 6.66% (2008: 3.10% to 7.55%) per annum.

The finance leases term range from between 3 to 7 years.

Interest rates are fixed at the contract date, and thus expose the Group to fair value interest rate risk. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

The Group’s obligations under finance leases are secured by the lessors’ title to the leased assets, which will revert to the lessors in the event of default by the Group.

The finance lease payables are denominated in Singapore dollar.

15. Deferred tax liabilities

Group

2009 2008

$ $

Balance at beginning of financial year 743,190 564,412

Transferred (to)/from income statement (165,906) 178,778

Balance at end of financial year 577,284 743,190

Deferred tax liabilities arise as a result of temporary differences between the tax written down values and the net book value of plant and equipment computed at statutory tax rate of 17% (2008: 18%).

16. Share capital

Group and Company

2009 2008

$ $

Issued and fully-paid

1 (2008: 3,015,268) ordinary shares at date of incorporation/beginning of financial year 1 3,015,268

Issuance of 166,005,999 ordinary shares pursuant to the restructuring exercise 14,385,630 –

Issuance of 30,000,000 ordinary shares pursuant to initial public offering exercise 6,000,000 –

Share issue expenses (471,402) –

196,006,000 (2008: 3,015,268) ordinary shares at end of financial period/year 19,914,229 3,015,268

The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per share without restriction.

On 9 June 2008, the Company issued of 166,005,999 ordinary shares pursuant to the restructuring exercise for the acquisition of subsidiaries and associates of $14,385,630.

On 13 August 2008, the Company issued 30,000,000 ordinary shares at $0.20 per share for cash pursuant to the Company’s initial public offering. The proceeds from the initial public offering will be used for commercialisation of water treatment technologies, acquisition and upgrading of machinery and equipment, overseas expansion and working capital for the Group.

Included in the share issue expenses were professional fees paid to the auditors of the Company amounting to $121,200 in respect of the professional services rendered in connection with the Company’s initial public offering.




17. Foreign currency translation reserve/(account)

The foreign currency translation reserve/(account) comprises all foreign exchange differences arising from the translation of the financial statements of the entities from non-Singapore dollar to the presentation currency Singapore dollar and is non-distributable. Movements in the foreign currency translation reserve/(account) are shown in the statements of changes in equity.

18. Revenue

Group

2009 2008

$ $

Sales of goods 349,318 971,804

Services rendered 40,980,294 30,320,890

41,329,612 31,292,694

19. Other income

Group

2009 2008

$ $

Allowance for impairment in value of trade receivables written back 4,689 47,244

Foreign exchange gain – 16,200

Gain on disposal of property, plant and equipment – 1,332,631

Interest income from fixed deposits 26,095 34,830

Rental income 192,623 231,791

Sales of scrap 55,133 126,333

Compensation claim 169,251 –

Job credit scheme 118,006 –

Sundry income 58,074 20,764

623,871 1,809,793




20. Finance costs

Group

2009 2008

$ $

Bank charges 31,262 38,642

Bank overdraft interest 15,110 44,767

Finance lease interest 181,084 78,379

Loan interest charged by ultimate holding company 651 3,628

Bank loan interest – 95,098

228,107 260,514

21. Profit before income tax The above is arrived at after charging:

Group

2009 2008

$ $

Cost of sales

Depreciation of plant and equipment 1,555,990 1,172,424

Distribution expenses

Depreciation of plant and equipment 76,619 56,522

Administrative expenses

Depreciation of property, plant and equipment 129,243 121,075

Operating leases expenses 568,050 398,949




21. Profit before income tax (Continued) The above is arrived at after charging:

Group

2009 2008

$ $

Other operating expenses

Allowance for impairment in value of trade receivables 7,974 32,711

Bad trade receivables written off – 40,005

Depreciation of plant and equipment 289,933 252,164

Exchange loss 19,229 –

Impairment in value of plant and equipment 39,191 –

Initial public offering expenses 839,949 –

Non-audit fees paid to auditors of the Company 22,300 7,688

Plant and equipment written off 12,818 11,019

Loss on disposal of plant and equipment 4,942 –

Operating leases expenses 385,856 207,936

The profit before income tax also includes:

Group

2009 2008

$ $

Employee benefits expenses

– salaries, bonuses and other benefits 10,103,372 6,681,437

– contributions to the defined contribution plan 979,499 541,818

11,082,871 7,223,255

The employee benefits expenses are recognised in the following line items of the income statement:

Group

2009 2008

$ $

Cost of sales 6,844,636 4,404,114

Administrative expenses 3,206,010 1,923,119

Other operating expenses 1,032,225 896,022

11,082,871 7,223,255

The above includes the amounts shown as Directors’ remuneration in Note 27 to the financial statements.




22. Income tax expense

Group2009 2008

$ $Current income tax– current financial year 1,541,410 1,237,455– under/(over) provision in prior financial years 277,505 (963)

1,818,915 1,236,492

Deferred tax– current financial year 185,864 263,153– over provision in prior financial years (351,770) (84,375)

(165,906) 178,7781,653,009 1,415,270

Reconciliation of effective income tax rate

Group2009 2008

$ $Profit before income tax 8,628,496 8,681,921

Income tax calculated at statutory tax rate of 17% (2008: 18%) 1,466,844 1,562,746Effect of different tax rates in other countries 22,348 (8,342)Effect of change in statutory income tax rate (22,189) (105)Tax effect of expenses not deductible for income tax purposes 237,595 21,670Income tax exemption (84,088) (112,365)Under/(over) provision of current income tax in prior financial years 277,505 (963)Over provision of deferred tax in prior financial years (351,770) (84,375)Transfer of group relief from ultimate holding company – (28,935)Deferred tax assets not recognised in the income statement 86,167 –Others 20,597 65,939

1,653,009 1,415,270

Unrecognised deferred tax assets

Group2009 2008

$ $Plant and equipment 5,950 –Unabsorbed tax losses 80,217 –

86,167 –

Deferred tax assets relating to certain subsidiaries have not been recognised as there is no certainty that there will be sufficient future taxable profits to realise these future benefits. Accordingly, the deferred tax assets have not been recognised in the financial statements in accordance with the accounting policy in Note 2(r) to the financial statements.

As at balance sheet date, the Group has unabsorbed tax losses of approximately $472,000 (2008: $Nil) which are available for set-off against future taxable profits subject to the agreement by the tax authority and provisions of the tax legislations of the respective countries in which the Group operates.

The unabsorbed tax losses are available for set-off against any future taxable profits provided that, in accordance with the provisions of the Singapore Income Tax Act, there is no substantial change in the composition of the shareholders and their respective shareholdings in the Group at the relevant dates when these losses are utilised.




23. Earnings per share

The calculations for earnings per share are based on:

Group

2009 2008

$ $

Net profit after income tax attributable to equity holders of the Company 7,008,423 7,250,590

Weighted average number of ordinary shares in issue during the financial year applicable to basic and diluted earnings per share 173,471,354 3,015,267

Basic and diluted earnings per share (in cents) 4.04 240.46

Basic earnings per share is calculated by dividing the profit after income tax attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the financial year. As the Group has no dilutive potential ordinary shares, the diluted earnings per share are equivalent to basic earnings per share.

24. Dividends

Group and Company

2009 2008

$ $

Interim tax-exempt dividends paid of $0.0025 per share in respect of the current financial year 490,015 – The Directors of Company recommend a final tax-exempt dividend of $0.005 (2008: $Nil) per share amounting to $980,030 (2008: $Nil) be paid in respect

of current financial year. This final dividend has not been recognised as a liability as at the balance sheet date as it is subject to approval at the Annual General Meeting of the Company.




25. Operating lease commitments

Group as lessees

As at the balance sheet date, there were operating leases for rental payable for premises in subsequent accounting periods as follows:

Group

2009 2008

$ $

Future minimum lease payments

– Not later than one financial year 691,280 608,410

– Later than one financial year but not later than five financial years 2,393,721 2,419,856

– Later than five financial years 1,191,543 1,681,218

4,276,544 4,709,484

The above operating lease commitments are based on existing rental rates. The operating lease agreements provide for periodic revision of such rates in the future.

Group as lessors

As at balance sheet date, future minimum rentals receivable for premises under non-cancellable operating leases at the balance sheet date are as follows:

Group

2009 2008

$ $

Future minimum lease receivables

– Not later than one financial year 127,758 129,944

– Later than one financial year but not later than five financial years 40,611 21,378

168,369 151,322

All leases include a clause to enable upward revision of the rental charge of an annual basis based on prevailing market conditions.

26. Capital commitments

As at the balance sheet date, the Group had the following capital commitments:

2009 2008

$ $

Purchase of plant and equipment contracted but not provided for 348,754 –




27. Significant related party transactions

For the purpose of these financial statements, parties are considered to be related to the Group and the Company if the Group and the Company has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

In addition to the information disclosed elsewhere in the financial statements, the following were significant related party transactions at rates and terms agreed between the parties:

Group Company

2009 2008 2009

$ $ $

With ultimate holding company

Loan from ultimate holding company 200,000 160,000 –

Rental charged by ultimate holding company 144,000 172,282 –

Interest charged by ultimate holding company 651 3,628 –

Utilities charged to ultimate holding company 6,528 – –

Utilities charged by ultimate holding company 64,911 – –

Settlement of liabilities on behalf by ultimate holding company 963 16,140 1,024,083

Settlement of liabilities on behalf of ultimate holding company 294,731 18,091 1,176,557

With subsidiaries

Loan from a subsidiary – – 200,000

Loan to a subsidiary – – 794,179

Management fee received – – 651,120

Dividend income received – – 5,850,000

Settlement of liabilities on behalf by subsidiaries – – 547,988

With related parties

Sales 25,844 54,405 –

Services rendered – 28,203 –

Sub-contract charges 359,697 336,651 –

Rental of office premises received – 49,350 –

Rental of vehicle expenses 8,255 – –

Accounting fee received 7,200 – –

Purchase of assets from related parties – 60,752 –

Settlement of liabilities on behalf of related parties 286 215 –




27. Significant related party transactions (Continued)

Compensation of key management personnel

The remuneration of key management personnel of the Group and of the Company during the financial year are as follows:

Group Company

2009 2008 2009

$ $ $

Directors’ fee 110,770 – 110,770

Short-term benefits 1,761,233 667,617 888,759

Post-employment benefits 55,364 33,601 14,416

1,927,367 701,218 1,013,945

The above includes the following remuneration to the Directors of the Company and Directors of a subsidiary:

Group Company

2009 2008 2009

$ $ $

Directors of the Company

Directors’ fee 110,770 – 110,770

Short-term benefits 1,347,183 555,617 888,759

Post-employment benefits 20,813 25,969 14,416

1,478,766 581,586 1,013,945

Directors of a subsidiary

Short-term benefits 187,500 112,000 –

Post-employment benefits 7,904 7,632 –

195,404 119,632 –

1,674,170 701,218 1,013,945




28. Segment reporting

Business segments

A segment is a distinguishable component of the Group that is engaged in either providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments.

Segment information is presented in respect of the Group’s business and geographical segments. The primary format, business segments, is based on the Group’s management and internal reporting structure.

Intra-segment pricing is determined on an arm’s length basis.

Segments results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

Segment capital expenditure is the total cost incurred during the financial year to acquire segment assets that are expected to be used for more than one financial year.

The Group is primarily engaged in two business segments, namely:

a) Specialist Engineering Services which comprise specialist geotechnical services, geotechnical instruments, design, consultancy and project management services and M2M products and services.

b) Ground and Structural Engineering Services which comprise micropiling, soil nail, retaining wall system, as well as design and build structural works including post tension, inspection, demolition and repair.

The Group adopts these two business segments for its primary segment information.




28. Segment reporting (Continued)

Business segments (Continued)

2009

Specialist engineering

services

Ground and structural

engineering services Unallocated Elimination Consolidated

$ $ $ $ $

Revenue

External revenue 20,606,543 20,723,069 – – 41,329,612

Inter-segment revenue 760,593 118,533 6,501,120 (7,380,246) –

21,367,136 20,841,602 6,501,120 (7,380,246) 41,329,612

Results

Segment results 6,378,029 3,922,459 4,448,222 (6,004,449) 8,744,261

Finance costs (72,952) (169,163) – 14,008 (228,107)

Share of results of associates – – 112,342 – 112,342

Profit before income tax 6,305,077 3,753,296 4,560,564 (5,990,441) 8,628,496

Income tax expense (1,653,009)

Profit after income tax 6,975,487

Capital expenditure

Plant and equipment 1,111,520 2,876,258 – (188,521) 3,799,257

Intangible asset 21,000 – – – 21,000

Significant non-cash items

Depreciation expenses 771,907 1,241,846 – 38,032 2,051,785

Assets and liabilities

Segment assets 19,856,759 14,721,104 10,187,061 (7,172,470) 37,592,454

Investments in associates 452,633 – – – 452,633

Total assets 20,309,392 14,721,104 10,187,061 (7,172,470) 38,045,087

Liabilities 9,160,287 6,662,867 613,645 (6,843,745) 9,593,054




28. Segment reporting (Continued)

Business segments (Continued)

2008

Specialist engineering

services

Ground and structural

engineering services Elimination Consolidated

$ $ $ $

Revenue

External revenue 19,086,748 12,205,946 – 31,292,694

Inter-segment revenue 454,876 1,468,836 (1,923,712) –

19,541,624 13,674,782 (1,923,712) 31,292,694

Results

Segment results 6,039,712 3,208,381 (392,993) 8,855,100

Finance costs (88,893) (172,148) 527 (260,514)

Share of results of associates 87,335 – – 87,335

Profit before income tax 6,038,154 3,036,233 (392,466) 8,681,921

Income tax expense (1,415,270)

Profit after income tax 7,266,651

Capital expenditure

Plant and equipment 1,477,670 1,542,473 – 3,020,143

Significant non-cash items

Depreciation expenses 650,000 952,185 – 1,602,185

Assets and liabilities

Segment assets 15,785,065 12,814,660 (1,598,696) 27,001,029

Investments in associates 487,945 – – 487,945

Total assets 16,273,010 12,814,660 (1,598,696) 27,488,974

Liabilities 5,231,213 7,442,111 (697,006) 11,976,318

Geographical segments

The Group’s business segments operate mainly in Singapore and therefore, no geographical segment information is presented.




29. Financial instruments, financial risk and capital management

The Group’s and the Company’s activities expose them to financial risks (including credit risk, foreign currency risk, interest rate risk and liquidity risk) arising in the normal course of business. The Group’s and the Company’s overall risk management strategy seeks to minimise adverse effects from the volatility of financial markets on the Group’s and the Company’s financial performance.

The management is responsible for setting the objectives and underlying principles of financial risk management for the Group and the Company. The management continually monitors the Group’s and the Company’s financial risk management process to ensure that an appropriate balance between risk and control is achieved.

There has been no change to the Group’s and the Company’s exposure to these financial risks or the manner in which it manages and measures the risk. The Group and the Company do not hold or issue derivative financial instruments for trading purposes.

(a) Credit risk

The Group and the Company have a credit policy in place and the exposure to credit risk is monitored on an on-going basis. The Group and the Company do not require collateral in respect of financial assets. Cash and cash equivalents are placed with banks and financial institutions which are regulated.

The Group has significant concentration of credit risk. The top 5 customers accounted for more than 57% (2008: 70%) of the total trade receivables amount. The Company has no significant concentration of credit risk except for amounts due from subsidiaries in the Company’s balance sheet.

As at the balance sheet date, the Group’s and the Company’s maximum exposure to credit risk are represented by the carrying amount of the financial assets on the balance sheets.

The Group’s and Company’s major classes of financial assets are cash and cash equivalents, trade and other receivables and amount due from contract customers.

Trade receivables that are neither past due nor impaired are substantially companies with good collection track record with the Group and the Company. The Group’s and the Company’s historical experience in the collection of receivables falls within the recorded allowances.

The age analysis of trade receivables is as follows:

Gross receivables Impairment


2009 2009 2008 2008$ $ $ $

GroupNot past due 1,954,985 – 1,332,007 –Past due 0 to 1 months 261,331 – 227,843 –Past due 1 to 2 months 180 – 45,377 –Past due 2 to 3 months 13,098 – 25,036 –Past due over 3 months 619,214 (262,178) 422,538 (286,915)

2,848,808 (262,178) 2,052,801 (286,915)


2009 2009$ $

CompanyNot past due 191,502 –

The impaired trade receivables arise mainly from sales to customers who have difficulty in settling the amount due.




29. Financial instruments, financial risk and capital management (Continued)

(b) Market risk

(i) Foreign currency risk

The Group and the Company incur foreign currency risk on transactions and balances that are denominated in currencies other than the entity’s functional currency. The currencies giving rise to this risk are primarily United States dollar, Chinese renminbi and Malaysian ringgit. Exposure to foreign currency risk is monitored on an on-going basis to ensure that the net exposure is at an acceptable level.

At the balance sheet date, the carrying amounts of monetary assets and monetary liabilities denominated in currencies other than the respective entity’s functional currency are disclosed in the respective notes to the financial statements. The Group and the Company have not entered into any currency forward exchange contracts during the financial year.

The Company does not have significant exposure to market risk for changes in foreign currency.

Foreign currency sensitivity analysis

The Group transacts business mainly in Singapore dollar, Malaysian ringgit, United States dollar and Chinese renminbi.

The following table details the Group’s sensitivity to a 5% change in Singapore dollar against the Malaysian ringgit, United States dollar and Chinese renminbi. The sensitivity analysis assumes an instantaneous 5% change in the foreign currency exchange rates from the balance sheet date, with all other variables held constant. The results of the model are also constrained by the fact that only monetary items, which are denominated in Malaysian ringgit, United States dollar and Chinese renminbi are included in the analysis.

Income statement Equity

2009 2008 2009 2008

$ $ $ $

Group

Malaysian ringgit

Strengthened against Singapore dollar (812) 3,269 4,331 5,908

Weakened against Singapore dollar 812 (3,269) (4,331) (5,908)

United States dollar

Strengthened against Singapore dollar (1,933) (14,222) – –

Weakened against Singapore dollar 1,933 14,222 – –

Chinese renminbi

Strengthened against Singapore dollar – – 4,832 10,216

Weakened against Singapore dollar – – (4,832) (10,216)

The potential impact of foreign exchange rate fluctuation on the income statement of the Group as described in the sensitivity analysis above is attributable mainly to foreign exchange rate fluctuations the Group’s foreign exchange exposure on non-reporting currency receivables and payables at the balance sheet date.

Foreign exchange risk has negligible impact on the income statement of the Company as the Company has insignificant foreign currency denominated receivables and payables at the balance sheet date.




29. Financial instruments, financial risk and capital management (Continued) (b) Market risk (Continued)

(ii) Interest rate risk

The Group’s exposure to market risk for changes in interest rates relates primarily to fixed deposits, bank borrowings and finance lease obligations with financial institutions. The Group maintains an efficient and optimal interest cost structure using a combination of fixed and variable rate debts, and long and short term borrowings.

The Company has no exposure to market risk for changes in interest rates.

Interest rate sensitivity analysis

The sensitivity analysis below has been determined based on the exposure to interest rate risks for financial liabilities at the balance sheet date. For floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the balance sheet date was outstanding for the whole year. The sensitivity analysis assumes an instantaneous 5% (2008: 5%) change in the interest rates from the balance sheet date, with all variables held constant.

If the interest rate increases/decreases by 5% (2008: 5%), profit before income tax of the Group, will (decrease)/increase by:

Group2009 2008

$ $Bank overdrafts – 23,309Finance lease payables 154,872 105,658

154,872 128,967

(c) Liquidity risk

Liquidity risks refer to the risks in which the Group and the Company encounters difficulties in meeting short-term obligations. Liquidity risks are managed by matching the payment and receipt cycle.

The Group and the Company manage their debt maturity profile, operating cash flows and the availability of funding so as to ensure that all repayment and funding needs are met. As part of the overall prudent liquidity management, the Group and the Company maintains sufficient levels of cash and cash equivalents to meet their working capital requirements.

The following table details the Group’s and Company’s remaining contractual maturity for its non-derivative financial instruments. The table has been drawn up based on undiscounted cash flows of financial instruments based on the earlier of the contractual date or when the Group and the Company is expected to receive or (pay).

GroupWithin one

financial year

After one financial year but within

five financial yearsMore than five financial years Total

$ $ $ $2009Financial assets

Non-interest bearing 16,842,005 – – 16,842,005Fixed interest bearing 10,574,324 – – 10,574,324

27,416,329 – – 27,416,329

Financial liabilities

Non-interest bearing 6,115,917 – – 6,115,917Fixed interest bearing 1,336,008 1,752,804 8,625 3,097,437

7,451,925 1,752,804 8,625 9,213,354





(c) Liquidity risk (Continued)

GroupWithin one

financial year

After one financial year but within

five financial years

More than five financial years Total

$ $ $ $

2008

Financial assets

Non-interest bearing 13,972,387 – – 13,972,387

Fixed interest bearing 4,520,238 – – 4,520,238

18,492,625 – – 18,492,625



Fixed interest bearing 1,367,508 1,211,826 – 2,579,334

9,815,421 1,211,826 – 11,027,247

Company

2009

Financial assets


Fixed interest bearing 4,975,903 – – 4,975,903

10,165,761 – – 10,165,761


Non-interest bearing 502,875 – – 502,875





(d) Capital management policies and objectives

The Group and the Company manage their capital to ensure that the Group and the Company are able to continue as a going concern and maintains an optimal capital structure so as to maximise shareholders’ values.

The management monitors capital based on gearing ratio. The gearing ratio is calculated as net debt divided by total capital. Net debt is calculated as borrowings plus trade and other payables less cash and cash equivalents. Total capital is calculated as equity plus net debt.

Management constantly reviews the capital structure to ensure the Group and the Company are able to service any debt obligations (include principal repayment and interests) based on its operating cash flows. The Group’s overall strategy remains unchanged from 2008.

Group Company

2009 2008 2009

$ $ $

Net (cash)/debt (1,188,181) 7,452,584 (4,362,258)

Total equity 26,334,821 13,654,073 23,984,778

Total capital 25,146,640 21,106,657 19,622,520

Gearing ratio 0% 35% 0%

The Group and the Company are in compliance with all externally imposed capital requirements for the financial years ended 31 March 2009 and 2008.

(e) Fair value of financial assets and financial liabilities

The carrying amounts of the Group’s and the Company’s current financial assets and financial liabilities approximate their respective fair values as at balance sheet date due to the relatively short-term maturity of these financial instruments. The fair values of other classes of financial assets and liabilities are disclosed in the respective notes to the financial statements.

30. Contingent liabilities

Company

As at the balance sheet date, there was a contingent liability in respect of the banker’s guarantee given as securities for finance lease payables and credit facilities granted to subsidiaries provided by the Company approximately $199,114 (2008: $Nil) and $2,489,747 (2008: $Nil) respectively.

As at the balance sheet date, the Directors are of the opinion that no losses are expected to arise from the above guarantees.

Group

On 27 March 2009, Tritech Consultant Pte Ltd (“Tritech Consultant”) received a claim of approximately $2,200,000 by one of its main contractor that Tritech Consultant had failed in its duty as consultant to design and supervise certain works of a particular project undertaken by Tritech Consultant that occurred on or about 30 September 2007.

Under Tritech Consultant’s professional indemnity insurance, Tritech Consultant is indemnified by its insurer for beach of professional duty as engineers for a maximum of $2,000,000, subject to a deductible of $30,000 of any one claim.

The management is of the view that the damage was not due to design errors and the claim is currently being reviewed and assessed by Tritech Consultant’s insurer and loss adjustors.

In the event that the claim is successful, Tritech Consultant may be able to claim indemnity from the insurer for substantially all or part of the claim, up to the maximum insured limit.




30. Contingent liabilities (Continued)

Group (Continued)

Although the result of the claim cannot be predicted with certainty, the management believes that the final outcome of such matter will not have an adverse material effect on the Group’s financial position and will not render the Group unable to meet its obligations as and when they fall due.

The outcome of the claim is still pending as at balance sheet date and the management considers the provision in the financial statement to be adequate.

31. Comparative figures

As described in Note 2 (a) to the consolidated financial statements, the comparative figures of the Group for the preceding financial year have been presented under pooling-of-interest manner. The effective date of the pooling-of-interest for accounting purposes predates 1 April 2007, the beginning of the financial year for which the comparative figure are presented, as the Group have been under common control prior to 1 April 2007.

There are no comparative figures for the Company as it was incorporated on 13 May 2008.




as at 15 June 2009

Statistics of Shareholdings

Share Capital

Issued and Fully Paid-up Capital : $19,914,229Class of Shares : Ordinary sharesNumber of Shares : 196,006,000

Distribution of Shareholdings

Size of Shareholdings No. of Shareholders % No. of Shares %1 – 999 0 0.00 0 0.001,000 – 10,000 220 55.84 546,000 0.2810,001 – 1,000,000 167 42.38 16,623,000 8.481,000,001 AND ABOVE 7 1.78 178,837,000 91.24TOTAL 394 100.00 196,006,000 100.00

Twenty Largest Shareholders

No. Name No. of Shares %1 TRITECH INTERNATIONAL HOLDINGS PTE LTD 160,006,000 81.632 SEAH KEE KHOO 4,574,000 2.333 VIBRANT CAPITAL PTE LTD 4,500,000 2.304 LEONG CHOON ONN 3,050,000 1.565 CHUA ENG PU 2,527,000 1.296 LIM KEN CHAI 2,180,000 1.117 YONG KAH TECK 2,000,000 1.028 ENG LI LI PANMELINE 1,000,000 0.519 KAROLINA LESTIADI 1,000,000 0.5110 ONG BOON CHYE 525,000 0.2711 CHOO HOO ANDREW 500,000 0.2612 LEONG SOW HON 500,000 0.2613 LIM YEOK HUA 500,000 0.2614 WONG NYUK TOH 500,000 0.2615 YONG KWET YEW 500,000 0.2616 LOW SWEE SEH 490,000 0.2517 LIM HOCK HUAT PAUL 388,000 0.2018 ENG LI HIANG 350,000 0.1819 YANG XI CLEMENT 350,000 0.1820 CHEW TIONG KHENG 280,000 0.14

TOTAL 185,720,000 94.78

Substantial Shareholders

No. Name of Substantial Shareholder Direct Interest % Deemed Interest %1 Tritech International Holdings Pte Ltd 160,006,000 81.63 – –2 Dr Wang Xiaoning (1) – – 160,006,000 81.63

(1) Dr Wang Xiaoning is deemed interested in the 160,006,000 shares held by Tritech International Holdings Pte Ltd by virtue of his 30.2% shareholding interest in Tritech International Holdings Pte Ltd.

Approximately 17.83% of the issued ordinary shares of the Company are held by the public and therefore, Rule 723 of the Listing Manual issued by Singapore Exchange Securities Trading Limited has been complied with.


NOTICE IS HEREBY GIVEN that the 1st Annual General Meeting of the Company will be held at 31 Changi South Avenue 2 Singapore 486478 on Tuesday, 28 July 2009 at 9.30 a.m. to transact the following business:

As Ordinary Business

1. To receive and adopt the Financial Statements, the Directors’ Report and the Auditors’ Report for the financial period ended 31 March 2009. Resolution 1

2. To approve a final dividend of 0.50 cents one-tier tax exempt dividend per share for the financial period ended 31 March 2009. Resolution 2

3. To approve the payment of Directors’ fees of S$110,770.00 for the financial period ended 31 March 2009. Resolution 3

4. To re-elect Dr Wang Xiaoning retiring pursuant to Article 99 of the Articles of Association of the Company. (See Explanatory Notes) Resolution 4

5. To re-elect Mr Lim Yeok Hua retiring pursuant to Article 99 of the Articles of Association of the Company. (See Explanatory Notes) Resolution 5

6. To re-appoint BDO Raffles as Auditors and to authorise the Directors to fix their remuneration. Resolution 6

As Special Business

To consider and, if thought fit, to pass the following Ordinary Resolutions, with or without modifications:

7. That authority be and is hereby given to the Directors of the Company to:

(A) (i) issue shares in the capital of the Company (“Shares”) whether by way of rights, bonus or otherwise; and/or

(ii) make or grant offers, agreements or options (collectively “Instruments”) that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures, convertible securities or other instruments convertible into Shares; and/or

(iii) notwithstanding that such authority may have ceased to be in force at the time the Instruments are to be issued, issue additional Instruments arising from adjustments made to the number of Instruments previously issued in the event of rights, bonus or other capitalisation issues,

at any time and upon such terms and conditions and for such purposes and to such person as the Directors may in their absolute discretion deem fit; and

(B) issue Shares in pursuance of any Instrument made or granted by our Directors pursuant to (A)(ii) and/or (A)(iii) above, notwithstanding that such authority may have ceased to be in force at the time the Shares are to be issued,

provided that:

(i) the aggregate number of Shares to be issued pursuant to such authority (including Shares to be issued in pursuance of Instruments made or granted pursuant to such authority), does not exceed one hundred per cent. (100%) of the total number of issued Shares in the capital of the Company excluding treasury shares (as calculated in accordance with sub-paragraph (ii) below), of which the aggregate number of Shares to be issued other than on a pro-rata basis to shareholders of the Company (including Shares to be issued in pursuance of Instruments made or granted pursuant to such authority) does not exceed fifty per cent. (50%) of the total number of issued Shares in the capital of the Company excluding treasury shares (as calculated in accordance with sub-paragraph (ii) below);

(ii) the total number of issued Shares in the capital of the Company excluding treasury shares shall be based on the Company’s total number of issued Shares excluding treasury shares, after adjusting for any subsequent bonus issue, consolidation or subdivision of Shares;

(iii) in exercising such authority, the Company shall comply with any or all of the rules in Section B of the Listing Manual of the SGX-ST (“Rules of Catalist”) for the time being in force (unless such compliance has been waived by the Singapore Exchange Securities Trading Limited (“SGX-ST”) or the Sponsor) and the Articles of Association for the time being of the Company; and

(iv) unless revoked or varied by the Company in general meeting by ordinary resolution, such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, or the expiration of such other period as may be prescribed by the Companies Act, Cap. 50, and every other legislation for the time being in force concerning companies and affecting the Company (whichever is the earliest). (See Explanatory Notes) Resolution 7

Notice of Annual General Meeting


As Special Business (Continued)

8. That without prejudice to the generality of, and pursuant and subject to the share issue mandate set out in Ordinary Resolution 7 being obtained, authority be and is hereby given to the Directors of the Company to issue Shares other than on a pro rata basis to shareholders of the Company, at a discount to the weighted average price of the Shares for trades done on the Catalist for the full market day on which the placement or subscription agreement is signed (or if not available, the weighted average price based on the trades done on the preceding market day), exceeding ten per cent. (10%) but not more than twenty per cent. (20%), at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit, provided that:

(a) in exercising the authority conferred by this Ordinary Resolution 8, the Company shall comply with the requirements imposed by the SGX-ST from time to time and the provisions of the Rules of Catalist for the time being in force (in each case, unless such compliance has been waived by the SGX-ST or the Sponsor), all applicable legal requirements under the Companies Act, Cap. 50 and otherwise, and the Articles of Association for the time being of the Company; and

(b) (unless revoked or varied by the Company in general meeting) the authority conferred by this Ordinary Resolution 8 shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier. (See Explanatory Notes) Resolution 8

9. To transact any other business that may be transacted at an Annual General Meeting.

By Order of the Board

Lee Pih PengCompany Secretary

Singapore, 13 July 2009


Notes:

1. A Member of the Company entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend and vote in his stead. A proxy need not be a Member of the Company.

2. Where a Member appoints two proxies, he shall specify the percentage of shares to be represented by each proxy.

3. A Member of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf. The appointment of proxy must be executed under seal or under the hand of its duly authorised officer or attorney.

4. The instrument appointing a proxy must be deposited at the registered office of the Company at 2 Kaki Bukit Place #07-00 Tritech Building Singapore 416180 not less than 48 hours before the time appointed for the Meeting.

Explanatory Notes on Ordinary Business to be transacted:

Resolution 4

Mr Wang Xiaoning, if re-appointed as Director of the Company, will remain as Managing Director and a member of the Nominating Committee.

Resolution 5

Mr Lim Yeok Hua, if re-appointed as Director of the Company, will remain as the Chairman of the Audit Committee and as a member of the Nominating Committee and the Remuneration Committee. Mr Lim Yeok Hua is considered by the Board of Directors to be independent and non-executive.

Explanatory Note on Special Business to be transacted:

Resolution 7

The Ordinary Resolution 7 proposed above, if passed, will empower the Directors of the Company, from the date of the above Meeting until the next Annual General Meeting, to allot and issue shares and convertible securities in the Company, without seeking any further approval from shareholders in general meeting but within the limitation imposed by this Resolution, for such purposes as the Directors may consider would be in the best interests of the Company. The number of shares and convertible securities that the Directors may allot and issue under this Resolution would not exceed one hundred per cent. (100%) of the total number of issued shares in the capital of the Company excluding treasury shares at the time of the passing of this Resolution. For issue of shares and convertible securities other than on a pro rata basis to all shareholders, the aggregate number of shares and convertible securities to be issued shall not exceed fify per cent. (50%) of the total number of issued shares in the capital of the Company excluding treasury shares at the time of the passing of this Resolution.

The one hundred per cent. (100%) limit and the fifty per cent. (50%) limit will be calculated based on the Company’s issued share capital at the time of the passing of this Resolution, after adjusting for:

(i) new shares arising from the conversion or exercise of convertible securities; and

(ii) any subsequent bonus issue, consolidation or subdivision of shares.

Resolution 8

The Ordinary Resolution 8 in item 8 above, if passed, will empower the Directors of the Company to issue shares in the capital of the Company by way of placement at an issue price at not more than twenty per cent. (20%) discount to the weighted average price for trades done on Catalist. In exercising the authority conferred by Ordinary Resolution 8, the Company shall comply with the requirements of the SGX-ST (unless waived by the SGX-ST or the Sponsor), all applicable legal requirements and the Company’s Articles of Association. Rule 811(1) of the Rules of Catalist presently provides that an issue of shares must not be priced at more than ten per cent. (10%) discount to the weighted average price for trades done on the Catalist for the full market day on which the placement or subscription agreement is signed (or if not available, the weighted average price based on the trades done on the preceding market day). On 19 February 2009, the SGX-ST released a press release of new measures effective on 20 February 2009 (the “Press Release”); the new measures include allowing issuers to undertake placements of new shares using the general mandate to issue shares, priced at discounts of up to twenty per cent. (20%), subject to the conditions that the issuer seeks shareholders’ approval in a separate resolution at a general meeting to issue new shares on a non pro rata basis at a discount exceeding ten per cent. (10%) but not more than twenty per cent. (20%), and the general share issue mandate resolution is not conditional on this resolution. Ordinary Resolution 8 has been included following this new measure. The Press Release states that this new measure will also be in effect until 31 December 2010 when it will be reviewed by the SGX-ST.

Notice of Annual General Meeting (Continued)

(Please see notes overleaf before completing this Form)

I/We,

of

being a member/members of Tritech Group Limited (the “Company”), hereby appoint:-

Name NRIC/Passport Number Proportion of my/our Shareholding (%)

No. of shares %

Address

and/or (delete as appropriate)

Name NRIC/Passport Number Proportion of my/our Shareholding (%)

No. of shares %

Address

as my/our* proxy/proxies to vote for me/us* on my/our* behalf and, if necessary, to demand a poll, at the Annual General Meeting of the Company to be held at 31 Changi South Avenue 2 Singapore 486478 on Tuesday, 28 July 2009 at 9.30 a.m.. I/We* direct my/our proxy/proxies* to vote in the manner indicated below. If no specific directions as to voting are given, the proxy/proxies* will vote or abstain from voting at his/their* discretion, as he/they* will on any other matters arising at the Annual General Meeting.

No. Ordinary Resolutions

To be used on a show of hands

To be used in the event of a poll

For** Against**No. of Votes

For***No. of Votes Against***

Resolution 1 Financial Statements, Directors’ Report & Auditors’ Report

Resolution 2 Final dividend

Resolution 3 Directors’ fees

Resolution 4 Re-election (Wang Xiaoning)

Resolution 5 Re-election (Lim Yeok Hua)

Resolution 6 Re-appointment (BDO Raffles)

Resolution 7 Authority to issue ordinary shares

Resolution 8 Authority to issue shares at a greater discount

Notes:1. * Please delete accordingly.2. ** Please indicate your vote “For” or “Against” with an “X” within the box provided.3. *** If you wish to exercise all your votes “For” or “Against”, please indicate with an “X” within the box provided.

Alternatively, please indicate the number of votes as appropriate.

Dated this day of 2009

Signature(s) of Member(s)/Common Seal

TRITECH GROUP LIMITED (Company Registration No. 200809330R)(Incorporated In the Republic of Singapore)

Proxy FormAnnual General Meeting

Total Number of Shares held

IMPORTANT:

1. For investors who have used their CPF monies to buy TRITECH GROUP LIMITED’s shares, this Report is forwarded to them at the request of the CPF Approved Nominees and is sent solely FOR INFORMATION ONLY.

2. This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them.

3. CPF investors who wish to attend the Meeting as an observer must submit their requests through their CPF Approved Nominees within the time frame specified. If they also wish to vote, they must submit their voting instructions to the CPF Approved Nominees within the time frame specified to enable them to vote on their behalf.

Notes:-

1. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number of shares. If you have shares registered in your name in the Register of Members, you should insert that number of shares. If you have shares entered against your name in the Depository Register and shares registered in your name in the Register of Members, you should insert the aggregate number of shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, this proxy form will be deemed to relate to the entire number of ordinary shares in the Company registered in your name(s).

2. A member entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and vote instead of him. A proxy need not be a member of the Company.

3. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his shareholdings (expressed as a percentage of the whole) to be represented by each proxy.

4. The instrument appointing a proxy or proxies, together with the power of attorney (if any) under which it is signed or a notarially certified or office copy thereof, shall be deposited at the Registered Office of the Company at 2 Kaki Bukit Place #07-00 Tritech Building Singapore 416180, not later than 48 hours before the time appointed for holding the Annual General Meeting.

5. The instrument appointing a proxy or proxies shall be in writing under the hand of the appointor or of his attorney duly authorised in writing; or if such appointor is a corporation under its common seal, if any, and; if none, then under the hand of some officer duly authorised in that behalf. An instrument appointing a proxy to vote at a meeting shall be deemed to include the power to demand or concur in demanding a poll on behalf of the appointor.

6. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the meeting, in accordance with Section 179 of the Companies Act, Chapter 50 of Singapore.

General

The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or when the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of Members whose shares are entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the Annual General Meeting, as certified by The Central Depository (Pte) Limited to the Company.

BOARD OF DIRECTORSProfessor Yong Kwet Yew (Non-Executive Chairman and Independent Director)

Dr Wang Xiaoning (Jeffrey Wang) (Managing Director)

Dr Cai Jungang (Executive Director)

Dr Loh Chang Kaan (Executive Director)

Mr Lim Yeok Hua (Independent Director)

Mr Ang Chee Kwang Andrew (Independent Director)

NOMINATING COMMITTEEProfessor Yong Kwet Yew (Chairman)Mr Lim Yeok HuaMr Ang Chee Kwang AndrewDr Wang Xiaoning (Jeffrey Wang)

AUDIT COMMITTEEMr Lim Yeok Hua (Chairman)Professor Yong Kwet YewMr Lim Yeok HuaMr Ang Chee Kwang Andrew

Corporate Information

REMUNERATION COMMITTEEProfessor Yong Kwet Yew (Chairman)Mr Lim Yeok HuaMr Ang Chee Kwang Andrew

COMPANY SECRETARYLee Pih Peng, MBA, LLB

REGISTERED OFFICE2 Kaki Bukit Place #07-00Tritech BuildingSingapore 416180Tel: (65) 6848 2567Fax: (65) 6848 2528

SHARE REGISTRAR AND SHARE TRANSFER OFFICEBoardroom Corporate & Advisory Services Pte. Ltd.3 Church Street #08-01Samsung HubSingapore 049483

AUDITORS AND INDEPENDENT AUDITORSBDO Raffl esCertifi ed Public Accountants19 Keppel Road#02-01 Jit Poh BuildingSingapore 089058

Partner-in-charge: Lee Joo Hai(Appointed since the fi nancial year ended 31 March 2007)

PRINCIPAL BANKERSOversea-Chinese Banking Corporation Limited65 Chulia Street #29-00OCBC CentreSingapore 049513

United Overseas Bank Limited80 Raffl es PlaceUOB PlazaSingapore 048624

Tritech Group Limited2 Kaki Bukit Place #07-00, Tritech building, Singapore 416180Tel: (65) 6848 2567 Fax: (65) 6848 2528www.tritech.com.sg

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