Resources - Tritech Group Limited(Appointed since the financial year ended 31 March 2010) PRINCIPAL BANKERS Standard Chartered Bank Marina Bay Financial Centre (Tower 1) 8 Marina Boulevard,

TRITE

CH

GR

OU

P LIM

ITED

Annual R

eport 2012

Tritech Group Limited2 Kaki Bukit Place #07-00

Tritech Building, Singapore 416180Tel: (65) 6848 2567 Fax: (65) 6848 2568

www.tritech.com.sg

Tritech Group Limited

AnnuAl RepoRt 2012

Aligned for the Next Phase of Growth

Established in 1999, Tritech Group Limited (“Tritech” and its subsidiaries the “Group”) is a leading specialist engineering group with an excellent reputation as a provider of geotechnical, ground and structural engineering services to a broad range of industries, such as infrastructure, oil & gas, commercial and high-end residential property developments. Led by an experienced management team of highly qualified professionals that includes seven PhD holders, the Group is one of few engineering groups in Singapore with the technical expertise and capabilities to provide services that span across the entire value chain.

Over the years, the Group has established a strong foothold in projects for government statutory boards such as the Jurong Town Corporation, Land Transport Authority, Housing and Development Board and Public Utilities Board. It has a proven track record in a multitude of high profile public and private sector projects in Singapore, including the MRT Circle and Downtown Lines, the Jurong Rock Cavern in Jurong Island and Reflections @ Keppel Bay.

As part of the Group’s strategy to strengthen and diversify its income streams in the long term, Tritech is presently expanding into the water and waste water treatment systems businesses (“Water-related Business”) and the resources business.

Tritech was listed on SGX Catalist in Singapore on 21 August 2008.

engineers

Water

Resources

• Specialist Engineering Division

- Provision of geotechnical instrumentation and monitoring services, geotechnical & geological site explorations, investigations, analysis & testing for general and infrastructure construction

- Provision of design, consultancy and project management services for infrastructure, environmental, geotechnical, civil and rock engineering works

- Provision of products and related services that deploy Machine-to-Machine (M2M) technology

- Supply and installation of Tritech’s own brand of geotechnical instruments

• Ground and Structural Engineering Division

- Provision of ground engineering services such as soil improvement by jet grouting, design and installation of soil nails, ground anchors and micropiles, design and build of retaining wall systems for slope cutting and stabilisation, and basement evacuation projects

- Provision of structural engineering services such as structural inspection and repair, design and build of post-tension systems for buildings and bridges

• Manufacturing of membranes for water treatment and desalination systems, portable small-to-medium scale desalinators

• Production and sale of bottled drinking water and dispensers; and marketing of related technologies, systems and services

• Supply of water quality monitoring products and services

Engineering Business Water-Related Business

Corporate Information

BOARD OF DIRECTORSProfessor Yong Kwet Yew Non-Executive Chairman and Independent DirectorDr Wang Xiaoning (Jeffrey Wang) Managing DirectorDr Cai Jungang Executive DirectorDr Loh Chang Kaan Executive DirectorMr Lim Yeok Hua Independent DirectorMr Aw Eng Hai Independent Director

NOMINATING COMMITTEEProfessor Yong Kwet Yew ChairmanMr Lim Yeok HuaMr Aw Eng HaiDr Wang Xiaoning (Jeffrey Wang)

AUDIT COMMITTEEMr Lim Yeok Hua ChairmanProfessor Yong Kwet YewMr Aw Eng Hai

REMUNERATION COMMITTEEProfessor Yong Kwet Yew ChairmanMr Lim Yeok HuaMr Aw Eng Hai

COMPANY SECRETARYLee Pih Peng, MBA, LLB

REGISTERED OFFICE2 Kaki Bukit Place #07-00Tritech BuildingSingapore 416180Tel: (65) 6848 2567Fax: (65) 6848 2568

SHARE REGISTRAR AND SHARE TRANSFER OFFICEBoardroom Corporate & Advisory Services Pte. Ltd.50 Raffles Place #32-01Singapore Land TowerSingapore 048623

AUDITORS AND INDEPENDENT AUDITORSBDO LLPPublic Accountants and Certified Public Accountants21 Merchants Road #05-01Royal Merukh S.E.A. BuildingSingapore 058267Partner-in-charge: Leong Hon Mun Peter(Appointed since the financial year ended 31 March 2010)

PRINCIPAL BANKERSStandard Chartered BankMarina Bay Financial Centre (Tower 1)8 Marina Boulevard, Level 24Singapore 018981

DBS Bank12 Marina Boulevard #43-04DBS Asia Central @ MBFC Tower 3Singapore 018982

Oversea-Chinese Banking Corporation Limited65 Chulia Street #29-00OCBC CentreSingapore 049513

TRITECH GROUP LIMITED • Annual Report 2012 1

Resources

Corporate Profile

Business Model 2

Group Structure 3

Chairman’s Message 4

Managing Director’s Message 6

Board of Directors 12

Key Management of the Group 14

Milestones 20

Group Financial Highlights 24

Corporate Governance Report 25

Report of the Directors 37

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., (the “Sponsor”) for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (“SGX-ST”).

The Sponsor has not independently verified 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 20 Cecil Street, #21-02 Equity Plaza, Singapore 049705, telephone (65) 6229 8088.

Contents

Statement by Directors 43

Independent Auditors’ Report 44

Statements of Financial Position 46

Consolidated Statement of Comprehensive Income 47

Statements of Changes in Equity 48

Consolidated Statement of Cash Flows 52

Notes to the Financial Statements 54

Statistics of Ordinary Shareholdings 117

Statistics of Warrantholdings 119

Notice of Annual General Meeting 120

Proxy Form

• Quarrying,extraction,productionandsaleofdimensionstonesandothermarble-relatedproducts

2 TRITECH GROUP LIMITED • Annual Report 2012

Ground & Structural Engineering Services•Designandbuildservicesforretainingwallsystemforprojectsofslopecuttingandstabilisationandbasementexcavationprojects

•Soilimprovement,designandinstallationofgroundanchorsandmicropiles

•Structuralinspectionandrepair,designandbuildpost-tensionsystemforbuildingsandbridges

•Highpressurejetgrouting

Water Treatment Technologies•Convertseawaterorrawmunicipalwaterintopotablewater

•BottleddrinkingwaterandWaterDispensers(noelectricityneeded).Goodforremotevillageswhereelectricityisnotavailable

•Membranemanufacturingandsupplyforwastewater,seawaterdesalination,andpotablewaterplantsforexistingindustriesandresidents

•Provisionofreal-timewaterqualitymonitoringservices(TritechisprovidingthisservicetotheSingaporeGovernment)

•Supplyofmobilewaterpurificationunitstoanyremotevillagesorcoastalsettlements

•Turnkeycontractorfordesalinationplants

Limestone Business•Quarrying,extractionandproductionofdimensionstonesandothermarble-relatedproducts

Geotechnical Services; Design, Consultancy and Project Management Services; Provision of Machine-to-Machine (M2M) Products and Services; and provision of Geotechical Instruments.•Geotechnicalinstrumentation,installationandmaintenance

•Monitoringservices•Geotechnicalinvestigation,exploration,analysisandtestingforconstruction

•Servicesrangefrominitialfeasibilitystudytoplanning,siteinvestigation,designandconstructioncontrolservices

•Provisionofproductsandrelatedservices deployingmachine-to-machinetechnology•SupplyandinstallationofTritech's ownbrandofgeotechnicalproducts

Business Model


SpecialistEngineering Service

Ground & StructuralEngineering Services

Water-relatedBusiness Resources


Group Structure


Specialist Engineering

Ground & StructuralEngineering

Water Treatment Resources

Tritech Engineering

& Testing (Singapore)

Pte Ltd(“Tritech

Engineering & Testing”)

Tritech Water Technologies

Pte. Ltd. (“Tritech Water”)

Tritech Instruments

Pte. Ltd. (“Tritech

Instruments”)

Presscrete Engineering

Pte Ltd (“Presscrete

Engineering”)

Terra Tritech Engineering (M) Sdn Bhd

(“Tritech Malaysia”)

Tritech Consultants

Pte. Ltd. (“Tritech

Consultants”)

SysEng (S) Pte Ltd (“SES”)

Tritech Geotechnic

Pte Ltd (“Tritech

Geotechnic”)

100% 100% 100% 100%

100% 100% 100%

100% 100%

100%

100%

100%

Tritech (Qingdao) Membrane

Industry Co., Ltd. (“Tritech

Qingdao”)

Terratech Resources Pte. Ltd.

(“Terratech”)

CEP Resources Entity Sdn Bhd

(“CEP”)

Beijing Wisetec Technologies

Co., Ltd. (“Beijing Wisetec”)


Chairman’s Message

DearShareholders,

On behalf of the Board of Directors (“the Board”), it ismy pleasure to present the Annual Report of TritechGroupLimited(“Tritech”,ortogetherwith itssubsidiaries,“theGroup”) for thefinancial yearended31March2012(“FY2012”).

FY2012wasa challenging year and theoverall businessclimatewasuncertain.During theyear, theeffectsof thesluggishUSeconomyandtheEurozonecrisis,aggravatedby uncertain demand and generally high inflation rates,reverberatedacrossglobalmarketsresultinginweakglobaleconomicgrowth.ThesovereigndebtcrisishoveringoverWestern economies and a series of political upheavalshaveaffectedconsumerconfidenceanddemandaroundtheworld.

Against the backdrop of these challenging economicconditions,IampleasedtoreportthattheGrouphasturnedinacredibleperformancefortheyearandhascontinuedtoremainprofitable.UndertheastutevisionandleadershipofourManagementteam,theGrouphascontinuedtopushahead with its strategies to enhance and strengthen itscorebusinessandtocreatenewandsustainablerevenuestreams.

Review of PerformanceGrouprevenueincreasedby$4.7million,10%from$46.9million in FY2011 to $51.6million in FY2012, contributedmainly by the Specialist Engineering as well as GroundandStructuralEngineeringbusinesses.Thougharelativelyyoungentranttotheindustry,theWaterTreatmentbusinesscontinued to contribute positively to Group revenue inFY2012 with a modest but steady increase over theprecedingyear.

Group revenue increased by $4.7 million,

10% from $46.9 million in FY2011 to $51.6 million

in FY2012, contributed mainly by the Specialist Engineering as well as

Ground and Structural Engineering businesses.


GrossprofitachievedbytheGroupincreasedby$0.2millionfrom $17.7million in FY2011 to $17.9million in FY2012.An increase indirect costsandpricingpressuresplayedan instrumental role in hindering the increase in grossprofit. Correspondingly, gross profit margin decreasedmarginally, mainly due to the expenses incurred for theGroup’sResourcebusiness.

During the financial year under review, our venture intothe limestone quarrying business (“Resource Business”)continuedtobeakeypriorityaswearekeenlyawarethatitisknowledge-based,resource-drivenandmostimportantly,instrumental in transforming Tritech from a principallyservice-orientedgroup intoaproduct-cum-servicegroup.As the newest of our three pillars of diversified incomestreams expected to support the Group’s future growth,effortshavebeenrampedupinthedevelopmentofthisareaofbusiness.Whilethereweresomeinitialdelays,progresshasexpeditedandthelimestonequarryingcommencedinJanuary2012.

DividendWhile retaining the financial flexibility to pursue strategicbusinessopportunitiesforfuturegrowth,theGroupaimstooffer regularandsustainable returns toourshareholders,inappreciationofyourconfidenceandtrust.InviewoftheperformanceoftheGroupinFY2012,backedbytheGroup’scashpositionwhichgeneratednetcashof$4.3millionfromoperating activities,my fellowBoardmembers and I arepleasedtorecommendaone-tiertax-exemptfinaldividendof0.25centsperordinaryshareforthefinancialyearended31March 2012, subject to shareholders’ approval at theupcomingAnnualGeneralMeeting.

ProspectsThe Board is cautiously optimistic that the performanceof theGroup for thenext12monthswill remainpositive.While there is increased competition and an increase indirect costs thatwill lead topressuresonprofitmargins,theManagementisstillconfidentandoptimisticonthelongtermperformanceandprospectsoftheGroup.TheGrouphasanorderbookof approximatelyS$86.0million as at30April2012andcontinuestoworktowardssecuringnewcontractsfornewlylaunchedpublicinfrastructureprojectsandprivatedevelopmentprojects.

For the Group’s Resource Business, concrete stepshavebeen taken tobuildaggregatesandpowderplantsto enhance the value of the extracted resources. A slabcuttingplant,currentlybeingbuilt,willallowtheGrouptocut extracted stones into slabs for sale in the SoutheastAsia region. Despite the initial delays, progress in theResourceBusinesshasbeenencouragingandisexpectedtocontributetoGrouprevenueinFY2013.

For the Group’sWater Treatment business, constructionof the factory for the manufacture of water treatmentmembranes in Qingdao, China is progressing smoothlyandhasbeensubstantiallycompleted.TheGrouptargetstocommenceproductionofthewatertreatmentmembranesby the end of 2012. Meanwhile, the Group is workingtowardsdeveloping itswater qualitymonitoringbusinessinboththePeople’sRepublicofChina(“China”or“PRC”)andIndia.

Asmarketsentimentsremainweakinthecurrentyear,theGroupwillfocusonprudenceandwillstrivetomaintainastrongbalancesheet.

Barring unforeseen circumstances, the Managementis cautiously optimistic that with the Group’s stableEngineering businesses, supported by potentialcontributions from the Water Treatment business andResourceBusiness,theGroupshouldcontinuetoremainprofitableforFY2013.

In AppreciationOnbehalfoftheGroup,IwouldliketoexpressmyheartfeltappreciationtotheBoardfortheirguidanceandcounsel.I would also like to thank the Management and staff ofthe Group for their hard work and commitment. To ourcustomers,businesspartnersandshareholders,mysinceregratitudeforyourunstintingsupport.Welookforwardtotheyearaheadwithconfidencethatwewillcontinuetodeliversustainablegrowthandvaluetoallourstakeholders.

Professor Yong Kwet YewChairman


Managing Director’s Message

DearShareholders,

For the financial year ended 31March 2012 (“FY2012”),Tritech Group Limited (“Tritech”, or together with itssubsidiaries, “the Group”) was primarily engaged inthree business segments, namely Specialist EngineeringServices,GroundandStructuralEngineeringServicesandWaterTreatment.

The Specialist Engineering Services segment comprisesspecialistgeotechnicalservices,geotechnicalinstruments,design,consultancyandprojectmanagementservicesandMachine-to-Machine(“M2M”)productsandservices.

TheGroundandStructuralEngineeringServicessegmentcomprisesmicropiling, soil nail, retainingwall system,aswell as design and build structural works including posttension,inspection,demolitionandrepair.

TheWaterTreatmentsegmentcompriseswatertreatmentconsultancy,manufactureofwater treatmentmembranesandwaterqualitymonitoring.

As theResourcesegmenthasyet tocontribute toGrouprevenue in FY2012, it will only be deemed as a corebusinesssegmentinFY2013.Inadditiontobecomingoneof our threepillars to support theGroup’s futuregrowth,alongside theEngineeringandWater-relatedbusinesses,theResourcebusinesswillplayapivotalroleintransformingTritech from a principally service-oriented group into aproduct-cumservicegroup.

An Eventful YearFY2012 was challenging and eventful. During the year,theGroupcontinuedtomakesteadyprogress in itscoreEngineering and Water-related businesses. While thereweresomeinitialdelaysinthedevelopmentofthelimestonequarryingbusiness,progresshasspedupandlimestonequarryingcommencedinJanuary2012.

The Group generated positive cash flows from operating

activities for both FY2011 and FY2012. For FY2012,

the Group generated net cash of $4.3 million from

operating activities, as compared to net cash of $2.1 million from operating activities

in FY2011


SpecialistEngineeringServicesOn6June2011,TritechEngineering&Testing(Singapore)Pte Ltd (“Tritech Engineering”) was awarded a S$2.745million contract by the Land Transport Authority (“LTA”)toprovideinstrumentationandmonitoringservicesfortheDowntownLineStage3(“DTL3”).DTL3isthefinalstretchof the42kmDowntownLinecomprising16stationswitha21kmundergroundtunnelbetweenRiverValleystationand Expo Interchange station. Tritech Engineering wasinter alia, engaged to supply and install geotechnicalinstruments,andtomonitorgroundmovementswithinthesurroundingexcavationandconstructionareaforaportionofDTL3’sPackageC,whichcomprisessixstationsandatunnel lengthof about 9.5 km. The six stationsareExpoInterchange, Upper Changi, Tampines East, TampinesCentral,TampinesWestandBedokReservoir.Thedurationofthecontractisfrom6June2011to30December2016.

Inaddition,on8June2011,TritechEngineeringwasalsoawarded a S$3.648 million contract for the final part ofDTL3’s PackageCby LTA to provide a similar scope ofinstrumentation andmonitoring services. The duration ofthiscontractisfrom1July2011to30December2016.

Similarly, Tritech Engineering was once again awardeda S$2.249 million contract on 12 August 2011 by LTA,to provide instrumentation and monitoring services, tosupplyandinstallgeotechnicalinstrumentsandtomonitorgroundmovementswithinthesurroundingexcavationandconstructionareainrelationtoaportionofDTL3’sPackageA which comprises the construction and completion ofJalan Besar Station, cut-and-cover cross-over box andtwinboredtunnelsbetweenSungeiRoadStationandJalanBesar Station, and between Kallang Bahru Station andJalanBesarStation.ThisportionofDTL’sPackageAalsoincludes the construction and completion of two escapeshafts connected to the main bored tunnels at AllenbyRoadandbytheKallangRiver.Thedurationofthiscontractisfrom26August2011to30December2016.

On26August2011,TritechConsultantsPte.Ltd.(“TritechConsultants”)wasawardedaS$9.2millioncontractbyLTAtoprovideQualifiedPerson(Supervision)services,throughthe endorsement and inspection of all civil, geotechnicaland structuralworks (the “Works”) andensuring that theWorksarecarriedout according to the relevant statutoryandcontractual requirements forpartofDTL3’sPackageA.Thedurationofthiscontractisfrom26August2011to30December2016.

In November 2011, Tritech Engineering entered into aconsortiumagreementwithChinaRailwayTunnelSurvey&DesignInstituteCo.Ltd(the“Institute”)tojointlyestablishacentreknownastheChinaRailwayTunnel–TritechRemoteRealTimeMonitoringCentre for InfrastructureSafety (the“MonitoringCentre”)inTianjing,China.

Separately and in the same month, Tritech ConsultantsalsoenteredintoaconsortiumagreementwiththeInstituteto jointly establish a consortium known as the Tritech –China Railway Tunnel Design Consortium (the “DesignConsortium”)inSingapore.

Theobjectiveof theMonitoringCentre istoapplyremotereal-timemonitoring technologiesof theTritechGroup inSingapore to the China market. The Monitoring Centrewill focus on providing remote real time monitoring forthe construction of China’s railway projects, as well asthemonitoring of infrastructure and operational safety ofsuch railwayprojects.The Institute,which isasubsidiaryofChinaRailwayGroupCo.Ltd,istheleadmemberoftheconsortiuminrespectoftheestablishmentoftheMonitoringCentre.

TheobjectiveoftheDesignConsortiumistostrengthenthedesigncapabilitiesofTritechConsultantsinSingaporebytappingonthevastexperienceoftheInstituteinthedesignof various Mass Rapid Transit (“MRT”) and high speedrailwayprojectsinChina.TheDesignConsortiumwillfocusontheconsultinganddesignofMRTandotherundergroundspaceprojectsinSingapore.TritechConsultantsistheleadmemberoftheDesignConsortium.

On17January2012,TritechConsultantswasawardedaS$6.34millioncontractbytheLTAtoprovideprofessionalengineeringsupervisionservicestoensurethattherelevantauthorities’approvedplansandrequirementscomplywiththerelevantstatutoryandcontractualrequirementsandtoprovideaqualifiedsupervisionteamtosupportthedutiesofaQualifiedPerson(Supervision)fortheconstructionandcompletion of two elevated MRT stations, EW32 abovePioneerRoadandEW33alongsideTuasWestDrive,andapproximately2.2kmofelevatedMRTviaduct.Thedurationof the Contract is approximately 56 calendar months,commencingfrom18January2012.

GroundandStructuralEngineeringServicesOn12April2011,theCompany’swholly-ownedsubsidiary,Presscrete Engineering Pte Ltd (“PEPL”), was awardeda S$6.948 million contract by the Public Utilities Board(“PUB”) for the sewerage scheme to serve Jurong LakeDistrict.PEPLwasengagedtosupplyandlayapproximately1,215mand1,335mof500mmand900mmdiametersofsewersrespectivelyatYuanChingRoadandYungHoRoadby pipe jackingmethod. The contract encompasses theconstructionandcompletionofmanholes,anytemporarydiversions, the design and construction of temporary aswellaspermanentstructuressuchasaccessandworkingshafts and all ancillary and incidental work specified inthe contract. The duration of the contract is 24 calendarmonths,commencingfrom20April2011.


Managing Director’s Message

WaterTreatmentOn2September2011,TritechWaterTechnologiesPte.Ltd.(“TritechWater”)enteredintoanexclusivelicenseagreement(the “LicenseAgreement”)with theNationalUniversityofSingapore(“NUS”)forthelicenseoftechnology(“LicensedTechnology”)relatingtothemakingofthinfilmcompositeforwardosmosismembranes.Forward osmosis (“FO”) is a natural phenomenon thatallowswatermoleculestodiffusefromasolutionoflowerconcentration across a tight membrane to a solution ofhigherconcentration.TheFOprocesscanbeusedfortherecyclingofwaterandseawaterdesalinationincombinationwithotherprocesses.IntheFOprocess,theFOmembraneplaysacrucialroleinensuringhighwaterfluxandrejectionofsalt.

TheLicensedTechnologyrelatestoathinfilmcompositemembranethathashighfluxandisusefulfortheapplicationofFO,alsoknownasosmosisanddirectosmosis, suchaspressure-retardedosmosis, lowpressure-driven liquidfiltration and more particularly to a forward osmosismembrane having a salt rejection rate of 99% or higherwhichcomprisesanasymmetricporoussupportmembranewith a thin skin layer. The Licensed Technology can beused inavarietyofapplications includingosmotic-drivenwater purification and filtration, desalination of seawater,purification and filtration of contaminated aqueouswaste streams and pressure-related osmosis for powergeneration.

On 3 November 2011, the PUB accepted the tenderby the Company’s wholly-owned subsidiary, SysEng(S) Pte Ltd (“SysEng”), to provide Hydrometric andHydrometeorologicalservicesforStormwaterManagementin Singapore, with a tender sum of S$3.404 million (the“Contract”).

In Singapore, themain source of rawwater comes fromrainfall. The rainfall-runoff is collected and conveyedthrough a complex network of drains, canals and riverswithmostofitenteringthereservoirs.Itiscriticaltomonitortheflowvolumeofrawwateranditswaterqualitiesaswellasthepollutantsenteringthereservoir.Withanintegratedreal-time hydrometric flow monitoring system in thedrainagenetwork,anyflowanomaliesleadingtoapossibleflood-riskcanbedetectedearly.Therealtimeinformationobtainedwillalsoserveasreferenceforeffectivedrainageplanningandmanagementmovingforward,tokeeppacewithchangingglobalclimaticconditions.

Under the Contract, SysEng was appointed to provideM2MAutomaticRealTimeMonitoringandAlertServices,which includesone-stopprofessional services todesign,build,operateandmaintainahydrometric(flow)monitoringsystem for thedurationof theContract;newhydrometric(flow)instrumentsandsupportingequipments;M2Mweb-based monitoring services and analysis for hydrometric(flow) instruments; and engineering support services.ThedurationoftheContractisapproximately48calendarmonthsstartingfrom21November2011.

Financial ReviewInFY2012,Grouprevenue increasedby$4.7millionfrom$46.9millioninFY2011to$51.6millioninFY2012.Revenuefrom the Specialist Engineering Services segmentdecreased marginally by $0.3 million from $34.8 millioninFY2011to$34.5millioninFY2012.However,therewasan increase of $4.4 million in revenue from the GroundandStructural Engineering Services segment from $11.0millioninFY2011to$15.4millioninFY2012.Theincreasein revenue from Ground and Structural Engineeringservicesisaresultoftheincreaseinthenumberofprivatedevelopmentprojectsoverthefinancialyearunderreview.For the Group’s Water Treatment segment, there wasan increaseof$0.5million in the revenue from thewatermonitoring services from $1.1 million in FY2011 to $1.6millioninFY2012,mainlyarisingfromanincreaseinwatermonitoringservicesundertakenbytheGroupinFY2012.

The Group’s gross profit increased by $0.2 million from$17.7 million in FY2011 to $17.9 million in FY2012. Theslightincreaseingrossprofitwasaresultofanincreaseindirectcostsandpricingpressures.

However, gross profit margin decreased from 37.8% inFY2011to34.7%inFY2012.Thedecreaseingrossprofitmarginwasmainly due to the expenses incurred for theGroup’sResourcebusinesswhichhadyettogenerateanyrevenueforFY2012.

TheGroup’s other operating income increased by $0.05millioninFY2012.Theincreaseismainlyfromtheinsuranceclaim proceeds of Presscrete Engineering Pte Ltd andinterestincomefromTritech(Qingdao)MembraneIndustryCo., Ltd. (“Tritech Qingdao”), both of which are wholly-ownedsubsidiariesoftheCompany.


TheGroup’sadministrativecostsincreasedby$1.1millionfrom$7.5millioninFY2011to$8.6millioninFY2012.Theincrease in administrative costs was mainly due to therecognitionof shareoptionexpenses in relation to shareoptionsgrantedon7July2011tocertainemployeesundertheTritechGroupEmployeeShareOptionScheme;andanincrease inrental,property taxandprofessional feesandtheincreasewaspartiallyoffsetbyadecreaseindirectors’remunerationandbonus.Distributioncosts increasedby$0.1millionfrom$0.4millionto$0.5millionduetoincreaseintheexpensesincurredfortheupkeepofmotorvehicles.

TheGroup’sotherexpenses increasedby$2.2million to$5.7 million in FY2012 from $3.5 million in FY2011. Theincrease wasmainly due to the increase in amortisationof intangible assets, depreciation, and staff salary andbonus.

TheincreaseinamortisationofintangibleassetsinFY2012wasmainlyduetotheamortisationofminingrights,whichwereacquiredbytheCompanypursuanttotheacquisitionofTerratechResourcesPte.Ltd.inFY2011.

AsaresultofanincreaseinbankborrowingsinFY2012,theGroup’sfinancecostsincreasedby$0.4millionfrom$0.5millioninFY2011to$0.9millioninFY2012.

Asaresultoftheabove,theGroup’snetprofitattributabletoownersoftheparentdecreasedby$3.6millionfrom$5.7millioninFY2011to$2.1millioninFY2012.

FinancialPositionNon-currentassetsoftheGroupamountedto$49.5millionas at 31 March 2012, an increase of $15.5 million from$34.0millionasat31March2011.Theincreasewasmainlyduetotherecognitionofthevalueofthefactoryandlandin Qingdao, China as the factory has been substantiallycompletedinFY2012;andthepurchaseofnewequipmentfortheResourcebusiness,inanticipationofanincreaseinquarryingactivities.

Current assets, which comprises inventories, trade andother receivables, prepayments, amounts due fromcontractcustomers,aswellascashandcashequivalents,amountedto$52.0millionasat31March2012,representingadecreaseof$2.2millionfrom$54.2millionasat31March2011. The decrease was mainly due to the decrease incashandcashequivalents,whichwaspartiallyoffsetbyanincreaseinamountduefromcontractcustomers,whichisinlinewiththeincreaseinrevenue.

Current liabilities, which comprises trade and otherpayables, amount due to contract customers, bankborrowings, finance lease payables and tax payable,amounted$24.3millionasat31March2012,anincreaseof$5millionfrom$19.3millionasat31March2011.Theincreasewasmainlyduetoanincreaseintradeandotherpayablesof$2.9millionarisingfromanincreaseinmaterialsandsubcontractorcosts,anincreaseinbankborrowingsof

$0.7millionandan increase infinance leasepayablesof$1.7million.

Non-current liabilitiesamounted to$13.5millionasat 31March2012,an increaseof$4.5million from$9.0millionasat31March2011,mainlydue toan increase inbankborrowings of $2.4million to fund theGroup’s purchaseof property, plant and equipment, an amount due toshareholder of $2.0 million; and an increase in financeleasepayablesof$0.2million.

TheGrouphasapositiveworkingcapitalof$27.7millionasat31March2012ascomparedwith$35.0millionasat31March2011.CashbalanceoftheGroupasat31March2012was$13.2million.

CashFlowTheGroupgeneratedpositive cash flows fromoperatingactivities for both FY2011 and FY2012. For FY2012, theGroupgeneratednetcashof$4.3million fromoperatingactivities, as compared to net cash of $2.4 million fromoperating activities in FY2011,mainly due a decrease intradeandotherreceivables.

Netcashof$16.0millionwasused in investingactivitiesin FY2012, mainly for the purchase of property, plantand equipment for Tritech Qingdao’s Water Treatmentbusiness.

Net cash of $1.5 million from financing activities wasmainlygeneratedfromthe$7.3millionproceedsfrombankborrowings,the$2.0millionproceedsfromashareholderloanandthe$1.0millionproceedsfromtheconversionofwarrants into ordinary shares, which were partially offsetbytherepaymentsofbankborrowingsandfinance leaseobligationsamountingtoatotalof$5.4million.

Dr Jeffrey WangManaging Director


In addition to becoming one of our threepillarstosupporttheGroup’sfuturegrowth,alongside the Engineering and Water-relatedbusinesses,theResourcebusinesswillplayapivotalroleintransformingTritechfrom a principally service-oriented groupintoaproduct-cum-servicegroup.



Board of Directors

Standing (from left to right)

Dr Cai Jungang, Dr Loh Chang Kaan, Mr Lim Yeok Hua,

Mr Aw Eng Hai

Seated (from left to right)

Dr Jeffrey Wang, Professor Yong Kwet Yew


Professor Yong Kwet YewNon-Executive Chairman and Independent Director

Professor Yong Kwet Yew is our Non-Executive Chairman and IndependentDirectorappointedasaDirectoron9June2008.ProfessorYongisahighlyregardedgeotechnical specialist in Singapore andSoutheast Asia. He holds a PhD fromthe University of Sheffield, UK and hasdelivered 25 keynote and guest lecturesatinternationalconferencesandpublishedmore than 200 technical papers. He hasalso served as consultant to over 100major constructionprojects in the region.Professor Yong was President of theSoutheast Asian Geotechnical Societyand chairs several government advisorycommittee and professional committees.He has received many awards includingthePublicAdministrationMedal,thePublicServiceMedal and Public Service Star in2000, 2004 and 2008 respectively. He isa Fellow of the Institution of Engineers,Singapore, an Accredited Adjudicatorand a member of Singapore Institute ofDirectors. He is a registered ProfessionalEngineerinSingapore.

As our Group’s businesses are largelyrelated to geotechnical engineering andground engineering, Professor Yong,through his expertise in the geotechnicalfield,wouldbeable toprovideourGroupwith invaluable guidance and strategicbusinessdirection.ProfessorYongwouldbe able to share his experience andprofessionalism in the geotechnical fieldwith our Group which will help to ensurethat ourGroup continues to provide highquality professional geotechnical servicesasa reputable specialist engineering firmin Singapore and the region. In addition,given Professor Yong’s past experienceand established business network as aconsultant inmajor constructionprojects,thiswillbeusefultoourGroup’sfutureplanstoexpandourbusinessintheregion.

Professor Yong is currently also a Non-Executive Chairman and an independentdirector of BBR Holdings (S) Ltd and aboard and executive committee memberoftheLandTransportAuthority.

Dr Jeffrey WangManaging Director

DrJeffreyWangisourManagingDirectorappointedasaDirectoron incorporation.He is in charge of overall operation andbusiness development of our Group.BeforethecommencementofourGroup’sbusinessin2000,hewasaseniorengineerin an engineering consultancy firm from1991 to1996, andachief engineer inan

engineeringcompanylistedontheSGX-STfrom1996to2000.Duringhisemploymentin these companies, Dr Wang was incharge of the design and supervision ofmanyinfrastructuralprojectsinSingapore.Dr Wang has more than 20 years ofexperience in geotechnical engineering.Hehaspublishedmany technical papersin geotechnical engineering. Dr Wangis a Fellow member of the CharteredManagement Institution (CMI), UK andis a registered professional engineer. Heholds a PhD from the Chinese Academyof Sciences (where he was awarded theMinister Award of Chinese Academy ofSciencesinrecognitionofhisoutstandingperformance)andaPhDfromtheNationalUniversity of Singapore. In September2007, Dr Wang was awarded the BestEntrepreneur Award for Faculty ofEngineering by the National University ofSingapore.

Dr Cai JungangExecutive Director

DrCai Jungang is our ExecutiveDirectorappointed as aDirector on 9 June 2008.He is in charge of supervision of ourSpecialistEngineeringServices.Beforehewas employed by ourGroup in 2003, hewasaresearchscholarandthenresearchfellow in the Nanyang TechnologicalUniversity. Dr Cai has 15 years of R&Dand engineering experience, publishedmorethan100technicalbooksandpapersin scientific journals and conferenceproceeding,andhasbeeninvolvedinmanyundergroundfacilityprojectsinSingapore.DrCai isaseniormemberof the Instituteof Engineers, Singapore (MIES). He hadbeen the secretary general of SingaporeNationalGroupofInternationalSocietyforRockMechanicsfrom2000to2005,andiscurrentlythecommitteememberofSocietyfor Rock Mechanics and EngineeringGeology(Singapore).DrCaiholdsaMEngandPhDfromtheNanyangTechnologicalUniversityofSingapore.He is thespouseofMsBiXiling,ourExecutiveOfficer.

Dr Loh Chang KaanExecutive Director

Dr Loh Chang Kaan is our ExecutiveDirector appointed as a Directoron 9 June 2008. He is in charge ofsupervisionofourGroundandStructuralEngineeringServicesDivision.BeforehejoinedourGroupin2000asaDirector,Dr Loh was a research engineer withthe National University of Singaporefrom 1994 to 1999. Following that,he was an executive engineer with aspecialist ground engineering firm incharge of geotechnical engineering

projects. Dr Loh has also conductedseminars and courses on geotechnicalinstrumentation. He is a registeredprofessional engineer inSingapore.HeisalsoaregisteredprofessionalengineerinMalaysia,whereheisamemberoftheInstituteofEngineers,Malaysia.DrLohholdsaMEngandPhDfromtheNationalUniversityofSingapore.

Mr Lim Yeok HuaIndependent Director

Mr Lim Yeok Hua is our IndependentDirectorappointedasaDirectoron9June2008.MrLimhasextensiveexperienceinaudit,tax,mergerandacquisitionandfinancialmanagementandconsultancy,having spent more than 17 yearswith the Inland Revenue Authority ofSingapore and three international andlocal accounting firms before runninghisownpublicaccountingpracticefrom1992to1999.MrLimpresentlyrunshisownmanagementconsultancyfirmandiscurrentlyalsoanindependentdirectorofManufacturingIntegrationTechnologyLtd(“MIT”)andJKTechHoldingLimited,bothofwhicharelistedonSGX-ST.

Between1999to2005,MrLimwasthechairmanoftheauditandremunerationcommitteeofMITandheiscurrentlythechairmanofitsnominatingcommittee.MrLimisafellowmemberoftheAssociationofCharteredCertifiedAccountants,UK,a member of the Singapore Instituteof Certified Public Accountants and amember of the Singapore Institute ofDirectors.

Mr Aw Eng HaiIndependent Director

MrAwEngHaiisourIndependentDirectorappointedasaDirectoron4September2009.MrAwisapublicaccountantandapartnerofFooKonTanGrantThorntonLLPwhereheisinchargeofthevariousdepartments providing specialistadvisoryservices.Hehasmorethan11yearsofexperienceprovidingbusinessadvisory services to companies. Priortojoiningthecommercialsector,MrAwwas an investigator in the CommercialAffairs Department (CAD) where hewas involved in complex commercialfraudinvestigation.MrAwisapracticingmemberoftheInstituteofCertifiedPublicAccountants of Singapore (ICPAS), aFellow of the Association of CharteredCertifiedAccountants (ACCA),aFellowof Insolvency Practitioners Associationof Singapore (IPAS) and a member ofINSOLInternational.


Key Management of the Group

Dr Lim Ken ChaiExecutive DirectorTritech Consultants Pte Ltd

DrLimKenChaiisanExecutiveDirectorofoursubsidiary,TritechConsultantsPteLtd and is responsible for its businessoperations, including marketing, R&D,design work and master planning.A registered professional engineerin Singapore, Dr Lim has extensiveexperienceindeepexcavation,tunneling,groundmovementanalysis,soilstructurenumerical analysis, instrumentationinterpretation, environmental baselinereporting and impact assessment. Hehas done advanced research in thearea of iterative solvers for large scalepredictiveanalysis,atechnologythat iscurrentlybeingdevelopedbyourGroupforcommercialpurposes.PriortojoiningourGroupin2004,DrLimwasaseniorengineeratJurongConsultantsPteLtd.

Dr Lim holds a PhD from the NationalUniversity of Singapore. He is acommittee member of the Institute ofEngineers Singapore (GeotechnicalandTransportationDivision),atechnicalcommittee member for SingaporeLaboratory Accreditation Schemeand amember of the South East AsiaGeotechnical Society. Dr Lim wasnominated to represent Singapore atthe Prestigious 3rd Young InternationalGeotechnicalconferenceheldinOsakain2005.

Ms Wu LingBusiness Representative in PRC & Deputy General ManagerTritech (Qingdao) Membrane Industry Co., Ltd.

Ms Wu Ling has been a businessrepresentativeforourGroupinthePRCsince 2007. As the Deputy GeneralManagerofTritech(Qingdao)MembraneIndustry Co., Ltd. (“Tritech Qingdao”),sheisalsoresponsiblefortheplanningand construction of factories related toour Group’s water treatment businessin the PRC. Ms Wu has extensivemanagement experience in companiesinvolved in themining,hoteland resortbusinesses. She holds a Master ofBusiness Administration from BeihangUniversityinthePRC.

Dr Hong Sze HanAssociateTritech Consultants Pte Ltd

DrHongSzeHanisanAssociateofoursubsidiary,TritechConsultantsPteLtd-SpecialGeotechnicalDivision.Hejoinedour Group in 2005 and is presentlyworking as a geotechnical consultantcarrying out a comprehensive study ofslopesandconductinglargescalethreedimensionalfiniteelementanalyses.

DrHongholdsaPhDfromtheNationalUniversity of Singapore. He hasexperience in the specialised field ofrocktunnelconstructionandparticipatedin the design of large undergroundammunition facilities in rock from 2001toearly2005.

Dr Guan Lingwei, WillDirector of Marketing & SalesTritech Group Limited

DrWillGuanistheDirectorofMarketing& Sales of Tritech Group Limited,and is responsible for developing,managingandsupervisingthebusinessofmarketing and sales of both TritechWaterTechnologiesPteLtdandTritech(Qingdao) Membrane Industry Co.Ltd.Prior to joiningourGroup in2011,Dr Guan served in Mapei Group andNanyang Technological Universityfor more than 20 years as GeneralManager,DirectorofTechnicalService,and Senior Lecturer. Dr Guan holdsPhDandMScdegrees inMechanics&MaterialSciencefromRutgersUniversityofUSA,andMEngandBEngdegreesinCivilEngineeringfromNorthernJiaotongUniversityofPRC.

Standing (from left to right) Dr Lim Ken Chai, Ms Wu Ling, Dr Hong Sze Han, Dr Guan Lingwei, Dr Zhou Han BinSeated (from left to right) Ms Priscilla Mui Siew Yun, Ms Bi Xiling, Er Liang Foo Jee


Dr Zhou Han BinTechnical DirectorTritech Consultants Pte Ltd

Dr Zhou Han Bin is a TechnicalDirector of our subsidiary, TritechConsultantsPte Ltd and is responsiblefor the infrastructure and geotechnicalengineeringworks.

Dr Zhou is a registered ProfessionalEngineer in Singapore. He hasbeen working extensively in civil andgeotechnical engineering for morethan 25 years, mainly with consultantsand contractors. He has designed,supervised, managed, constructed,and completed a number of megaprojectsofbuildings,bridges,viaducts,and infrastructures including MRTunderground stations and tunnels. HisprojectsarenotonlybasedinSingaporebut also in overseas markets such asHongKong,China,Thailand,SriLanka,etc.Hehasextensiveexperienceindeepexcavation, tunnelling, instrumentationmonitoring interpretation, constructionimpact assessment, and valueengineering.

Ms Priscilla Mui Siew Yun Financial Controller Tritech Group Limited

MsPriscillaMuiSiewYunwasappointedthe Financial Controller of our Groupwith effect from 1 July 2011. She isresponsibleforthefinance,accounting,taxationandcompliancemattersrelatingto our Group’s operations. She joinedour Group in 2005. Prior to that, shewas an Accounts Controller at a civilengineeringcompanylistedontheSGX-ST.Shehasover22yearsofexperienceinthefieldsofaccountancyandfinancialmanagement. She is a FellowmemberoftheAssociationofCharteredCertifiedAccountants.

Ms Bi XilingTechnical DirectorTritech Consultants Pte Ltd

Ms Bi Xiling is a technical director ofour subsidiary, Tritech Consultants PteLtdand is responsible for the technicalaspects of its specialist engineeringworks. She joined our Group in 2006.Prior to that, she was civil/structuralengineerwithvariousfirmsinSingapore,and a lecturer and consultant in thecivil/structural engineering departmentat the Northern Jiaotong University inthePRC.MsBiholdsaMastersinCivil

EngineeringfromtheNorthernJiaotongUniversityinthePRC.SheisthespouseofDrCaiJungang,ExecutiveDirectorofTritechGroup.

Er Liang Foo JeeDirectorTritech Consultants Pte Ltd

Er Liang Foo Jee is a Director of oursubsidiary, Tritech Consultants Pte Ltdandisresponsiblefortheexecutionofitsprofessionalengineeringworks.PriortojoiningourGroupin2000,hepracticedasaprofessionalengineeringconsultantfortwoyearsandwasthePrincipalCivilEngineerwiththeHousingDevelopmentBoardforapproximately30years,wherehe was widely involved in design andconstructionofinfrastructuresaswellassuperstructures.ErLiangholdsaMasterof Science (Construction) in 1977 fromtheUniversityofSingaporeandhasbeena registered Professional Engineer inSingaporesince1973.HewasawardedthePublicAdministrationMedalin1985and the Long Service Medal by thePresidentofSingaporeinrecognitionofhiscontributions.ErLiangisamemberof the Institution of Civil Engineer andCharteredEngineerinEngland.

Standing (from left to right) Mr Poh Ye Kong, Dr Duan Wei, Mr Kuan Keng Mun, Mr Choo Chun Keong, Mr Gao JianshengSeated (from left to right) Dr Huang Mingzhi, Dr Tan Guan Hong, Mr Scott Cheng


Key Management of the Group

Mr Poh Ye KongTechnical DirectorBeijing Wisetec Technologies Co. Ltd.Tritech Engineering & Testing (S) Pte LtdMr Poh Ye Kong is the technicaldirector of our subsidiary,Beijing Wisetec Technologies Co. Ltdand Tritech Engineering & Testing(S)PteLtd.

Mr Poh has 19 years of industrialexperience and he was the person incharge of the business developmentfor the Real Time Monitoring and AlertSystems (RTMAS)which is used duringtheconstructionperiodoftunnels,bridgesandbuildingsunderconstructionperiod,andlongtermStructuralHealthMonitoringSystem (SHMS) for all critical buildings.He is responsible for the environmentalmonitoringbusiness in thePRC.MrPohholdsaBachelorDegreeinElectronicandElectricalEngineering from theNanyangTechnologyUniversity and is aMemberofGeotechnicalSocietySingapore.

Dr Duan WeiPrincipal EngineerTritech Water Technologies Pte Ltd, Tritech Water Institute

DrDuanWeiisaPrincipalEngineerofoursubsidiary, Tritech Water TechnologiesPteLtdandTritechWaterInstitute.HeisresponsibleforthemembraneresearchanddevelopmentofourMembraneandWaterDivision.

DrDuanholdsaPhDinMaterialScienceand Engineering from Tongji UniversityinthePRC.PriortojoiningourGroup,heengagedinpost-doctoralresearchattheNationalUniversityofSingapore.Hehasexperience inmembrane research anddevelopment,andmembraneapplicationin water/waste water treatment. He iscurrentlyamemberoftheEnvironmentalEngineeringSocietySingapore.

Mr Kuan Keng MunGeneral ManagerTritech Instruments Pte Ltd

Mr Kuan Keng Mun is the GeneralManagerofTritech InstrumentsPteLtd(“Tritech Instruments”). He graduatedwith Master of Science (Control Eng.and IT) from University of Manchester,UK (UMIST) in 1994. With his vastexperience in electronic engineering,embedded system, factory automationand automated measurement system,he is responsible for product creationanddevelopmentofmembrane related

products and automated processplants. Others duties include thesetting up of an accredited calibrationlaboratoryforTritechInstruments’rangeofsensorproductsanddevelopmentofautomatedtestsystemsforcustomersintheautomotiveindustry.

Mr Choo Chun KeongHead of Environmental Monitoring Business Unit, Tritech Group Limited &General Manager, SysEng (S) Pte Ltd

Mr Choo Chun Keong is responsiblefor the business operations of theEnvironmental Monitoring BusinessUnit in theTritechGroupLtdand is in-charge of SysEng (S) Pte Ltd (“SES”)operations. He joined SES in 2004to manage the local test engineeringbusiness and establish a test supportofficeinShenzhen,China.Hestartedandgrew theM2Menvironmentalbusiness.Today,SEShasbuiltupextensivetrackrecordsinenvironmentalmonitoringwithgovernmentagenciessuchasPUBandHDB.PriortojoiningtheGroup,hewasaResearch&Developmentengineer inDSONationalLaboratories.

Mr Gao JianshengTechnical DirectorTritech Engineering & Testing (S) Pte Ltd

Mr Gao Jiansheng is the TechnicalDirector of our subsidiary, TritechEngineering&Testing(S)PteLtd.

HegraduatedwithMasterofEngineeringfrom Tsinghua University, China in1988.Hehas24 yearsofgeotechnicalexperienceandheiscurrentlythepersonin charge of the technical aspects ofsite investigation, instrumentation andmonitoringworks.

Dr Huang MingzhiDirectorTritech Engineering & Testing (S) Pte Ltd

Dr Huang Mingzhi is a Director of oursubsidiary, Tritech Engineering andTesting (S) Pte Ltd. He is responsiblefor the management of our SurveyDivision. Dr Huang graduated fromTongji University andWuhan TechnicalUniversityofSurveyingandMapping inthe PRC, majoring in Land SurveyingandGeographicalInformationSystems.A Registered Surveyor Singapore, heis currently a member of the RoyalInstitutionofCharteredSurveyors(RICS,UK) and the Singapore Institute ofSurveyorsandValuers.

Dr. Tan Guan HongBusiness Development, Tritech Group Limited & Executive Director, SysEng (S) Pte Ltd

Dr Tan Guan Hong is the TritechGroup Limited’s Director for BusinessDevelopment and Executive Directorof our subsidiary, SysEng (S) Pte Ltd(“SES”) which he founded in 1994 todevelop Automated MeasurementSystems for various industries. SESexpanded into the Civil Engineeringmonitoring sector in 2000 andEnvironmentalmonitoring in2008.PriortostartingSES,DrTanworkedatPhilipsElectronics Singapore, where he wasresponsible for Product Development,Quality Management and EngineeringManagement from 1980 to 1993 withlocal and international responsibilitieshandling multi-disciplinary and multi-culturalmanagementroles.

Dr Tan obtained his PhD in 1979. Hehas published numerous technicalpapersonautomatedremotemonitoringsystems and presented at internationalprofessional conferences to share hisexperiences of Machine-to-Machinetechnologies. Dr Tan is the Presidentof Singapore Industrial AutomationAssociation (SIAA), an Advisory Boardmember of Singapore Institute ofMaterials Management (SIMM) andProgram Advisory member for SIMUniversity.

Mr Scott ChengDeputy General ManagerTritech Engineering & Testing (S) Pte Ltd

Mr Cheng is the Deputy GeneralManagerofTritechEngineering&Testing(S)PteLtdandhas22yearsofindustrialexperience. With his experience, heis in charge of the daily operationsof the subsidiary’s core business inInstrumentation and Soil InvestigationWorks. He is also involved in themanagingofprojectsandoverseesthesafetyaspectsoftheprojects.MrChenghas passed his Specialist Diploma inWorkplaceSafetyandHealthin2010.


Standing (from left to right) Mr Chow Weng Cheong, Ms Zhao Huan, Mr Luo Zhuobiao, Mr Gong Zhao, Mr Kelvin Zhang, Dr Tan Chien HsiangSeated (from left to right) Ms Serene Ng, Ms Elsie Wee, Mr Adrian Lai

Standing (from left to right) Ms Mariana, Mr Li Xiaoming, Mr Ang Wee Boon, Mr Wang YulongSeated (from left to right) Mr Albert Lee, Ms Yong Swee Yoon, Mr Tom Mao



Duringtheyear,theGroupcontinuedtomakesteadyprogressinitscoreEngineeringandWater-relatedbusinesses.Whilethereweresome initial delays in the development ofthelimestonequarryingbusiness,progresshas sped up and limestone quarryingcommencedinJanuary2012.

Gathering of top management of Tritech (Qingdao) Membrane Industry Co., Ltd.


Milestones

2001

15 Dec 1999RegistrationofTritechEngineering&Testing(Singapore)PteLtdtoprovideengineeringservicesincluding

instrumentationandsiteexploration

1 Aug 2000TritechMalaysia

registered,toexpandtheGroup’soperations

intoMalaysia

4 April 2002 TritechGeokon

registered,adistributorofGeokonIncinSingapore

2 Dec 2002

TritechConsultantsbecameTritech

ConsultantsPte.Ltd.,tostartprovidinggroundimprovementservices

November2002-July2003(SARSPandemic)

Jan 2004TritechenteredintovariousOil&Gascontracts,asaleadingconsultantforundergroundoil

storage

4 Feb 2004RegistrationofTritechWaterTechnologies

Jan 2005 TritechawardedacontractforprovidinginstrumentationandmonitoringservicesforMRTCircleLine

project,thefirstcontractforinstrumentationandmonitoringworksawardedbyLTAtoamaincontractorin

Singapore

4 Jan 2005RegistrationofBeijingWistec,toexpandtheGroup’soperationsinto

China

26 Nov 2005Acquired30%ofSysEng(S)PteLtdtoenableourGrouptotapintoandleverageonthemachine-to-machine

monitoringtechnologies,whichenabledTritechtobetheleadingplayerin

thisarea

1999

2000

21 Jan 2001TritechConsultantsregisteredtoenableTritechtobecomealeadinggeotechnicalconsultantsinSingapore.

20 Feb 2001

TritechGeotechnicPteLtdregistered,tostartprovidinggroundimprovementservices

2001 2002 2003

20052004



Feb 2006Acquired100%ofPresscrete

Nov 2006TritechEngineeringawardedEnterprise50award,andwasranked13outof50Companies

Nov 2007Tritech

Engineeringawarded

Enterprise50award,andwasranked26outof50Companies

21 Aug 2008 TritechsuccessfullycompleteditsIPO

30 Mar 2011AcquiredTerratech

ResourcesPte.Ltd.andCEPResourcesEntitySdnBhdandenteredthelimestonequarrying

business18 Jan 2010 RegistrationofTritechQingdao

27 Aug 2010RegistrationofTritechWaterInstitute

22 Jul 2009 Acquiredthe

remaining70%ofSysEng(S)

2006 2007

2009

2008

2010

2011

2012Early2008-mid2009GlobalFinancialCrisis

Tritech Group Ltd was awarded the Singapore Brands

2012 (新加坡品牌2012).



Tritech (Qingdao) Membrane Industry

Co.Ltd



三泰(青岛)

膜工业有限公司鸟瞰图


Group Financial Highlights

Consolidated Revenue(S$’000)

Consolidated Gross Profit(S$’000)

Consolidated Profitbefore income tax

(S$’000)

FY 2012 Revenue byBusiness Segments %

Water Treatment Ground & Structural

Engineering Services

Specialist Engineering Services

FY10 16,083

FY11 17,730

FY12

FY11

FY10 42,321

46,937

51,565

FY12

FY11

FY10 7,737

3,096

6,805

FY12 17,889

2012 2011 2010 $'000 $'000 $'000

At Balance Sheet DateTotalAssets 101,558 88,241 52,019TotalLiabilities 37,848 28,233 12,457Shareholders'Funds 63,711 60,009 39,561

Per Ordinary Share (cents)Earningspershare 0.85 2.34 2.97

Financial IndicatorsRevenuegrowth(%) 9.9% 10.9% 2.4%Returnonshareholders'funds(%) 3.4% 9.5% 16.2%Returnontotalassets(%) 2.1% 6.4% 12.3%Profitbeforeincometaxmargin 6.0% 14.5% 18.3%Netprofitmargin 4.1% 12.1% 15.1%


67%

30%3%


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 Company believes that it is important to establish good corporate governance within the Group 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, for the financial year ended 31 March 2012 (“FY2012”).

BOARD MATTERS

Board’s Conduct of its Affairs

The Board’s role is to:

provide entrepreneurial leadership, set strategic objectives, and ensure that the necessary financial and human resources • are in place for the Company to meet its objectives;

establish a framework of prudent and effective controls which enables risks to be assessed and managed, including • safeguarding of shareholders’ interests and the Company’s assets;

review Management performance;•

identify the key stakeholder groups and recognise that their perceptions affect the Company’s reputation; •

set the Company’s values and standards (including ethical standards), and ensure that obligations to shareholders and • other stakeholders are understood and met; and

consider sustainability issues, e.g. environmental and social factors, as part of its strategic formulation.•

All our Directors are tasked to objectively discharge their duties and responsibilities at all times as fiduciaries in the interests of the Company.

The Board assumes responsibility for the Company’s compliance with the guidelines on corporate governance. In accordance with the Code, the Board has, without abdicating its responsibility, established Board Committees to assist the Board in discharging its responsibilities and to enhance the Group’s corporate governance framework. The Board Committees include the Audit Committee (“AC”), Nominating Committee (“NC”) and Remuneration Committee (“RC”). 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 effectiveness of each Board Committee is also constantly reviewed by the Board.

Matters which require the Board’s approval include material acquisitions and disposal of assets, corporate or financial restructuring, shares issuances and dividend payments, and financial results and corporate strategies.

The Board meets on a regular basis to review the Group’s internal policies and procedures, investments and divestments, 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 where required. The Board also holds meetings when warranted by particular circumstances, as deemed appropriate by Board members. Non-executive Directors are encouraged to meet regularly without the Management’s presence.

Corporate GovernanCe report


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 financial 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 2011 to 31 March 2012

Board / Board Committees Board Audit Committee

NominatingCommittee

Remuneration Committee

No. of meetings held 3 3 1 1

Name of DirectorDr Wang Xiaoning 3 3* 1 1*Dr Cai Jungang 3 3* 1* 1*Dr Loh Chang Kaan 3 3* 1* 1*Professor Yong Kwet Yew 3 3 1 1Mr Lim Yeok Hua 3 3 1 1Mr Aw Eng Hai 3 3 1 1

* By Invitation

The Board has adopted internal guidelines setting the following matters which are specifically reserved to the Board for approval:

material acquisitions and disposal of assets; •

corporate or financial restructuring; •

share issuances (including stock options or other equity awards), dividends and other capital transactions and returns to • shareholders;

approval of annual audited financial statements for the Group and the Directors’ Report thereto; •

any public reports or press releases reporting the results of operations and/or financial statements; and •

matters involving a conflict or potential conflict of interest involving a substantial shareholder or a Director. •

Clear directions have also been given to the Management that such matters must be approved by the Board.

Upon the appointment of a new Director, the Company will provide him with a formal letter, setting out his duties and obligations. The Board ensures that all incoming Directors will receive comprehensive and tailored induction on joining the Board, including briefing on his duties as a Director and how to discharge those duties, and an orientation program to ensure that they are familiar with the Company’s business and governance practices. The Company also provides training for any new first-time Director (who has no prior experience as a director in a listed company) in any industry-specific knowledge as appropriate. All new first-time Directors (who have no prior experience as a director in a listed company) are also required to attend appropriate SGX-SID Listed Company Director (LCD) Programmes offered by the Singapore Institute of Directors.

All Board members are encouraged to receive regular training, particularly on relevant new laws, regulations and changing commercial risks, from time to time. The Company will be responsible for arranging and funding the training of Directors.

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



Board Composition and Guidance

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 (6) members, three (3) Executive Directors, namely Dr Wang Xiaoning, Dr Cai Jungang and Dr Loh Chang Kaan, and three (3) Independent Directors, namely Professor Yong Kwet Yew, Mr Lim Yeok Hua and Mr Aw Eng Hai, 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, and upon notification by a Director of a change in circumstances, by the NC based on the criteria of independence defined in the Code. The NC will recommend to the Board as to whether the Director is considered independent. No individual or small group of individuals dominates the Board’s decision making.

The NC is satisfied as to the independence of Professor Yong Kwet Yew, Mr Lim Yeok Hua and Mr Aw Eng Hai, all of whom have confirmed that they have no 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 interests of the Company.

The Board will constantly examine its size and, with a view to determining the impact of the number upon effectiveness, decide what is considered an appropriate size for the Board in order to facilitate effective decision-making. 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.

Non-executive Directors constructively challenge and help develop proposals on strategy and review the performance of Management in meeting agreed goals and objectives and monitor the reporting of performance.

The Board also considers that its Directors possess the necessary competencies to lead and govern the Company effectively. The NC is also of the view that the current Board comprises persons who as a group, provide capabilities required for the Board to be effective. Profiles of the Directors are set out in page 13 of this Report.

Chairman and Chief Executive Officer

There is a clear division of responsibilities between the Chairman and the Managing Director, which ensures that there is a balance of power and authority, and that accountability and independent decision-making are not compromised.

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 decision-making. Professor Yong Kwet Yew is the Non-Executive Chairman and Dr Wang Xiaoning is the Managing Director of the Company.

The role of the Chairman includes:

leading the Board to ensure its effectiveness on all aspects of its role; •

setting the agenda and ensure that adequate time is available for discussion of all agenda items, in particular strategic • issues;

promoting a culture of openness and debate at the Board;•

ensuring that the Directors receive complete, adequate and timely information; •

ensuring effective communication with shareholders; •

encouraging constructive relations within the Board and between the Board and the Management; •

facilitating the effective contribution of Non-executive Directors in particular; and •

promoting high standards of corporate governance.•



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 strategies 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. The Chairman is also an independent director who is not part of the management team. The Board is of the view that there are sufficient safeguards and checks; and that the process of decision making by the Board is independent and based on collective decisions, without any individual or groups of individuals exercising any considerable concentration of power or influence.

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 NC comprises four (4) Directors, namely, Professor Yong Kwet Yew, Chairman of the NC, Mr Lim Yeok Hua, Mr Aw Eng Hai and Dr Wang Xiaoning, the majority of whom, including the Chairman, are Independent Directors. The NC Chairman is an Independent Non-executive Director who is not directly associated with any substantial shareholder of the Company. The NC is guided by its terms of reference, which sets out its functions and responsibilities. Its principal functions are to review and recommend to the Board 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. The NC also makes recommendations to the Board on relevant matters relating to the review of board succession plans for Directors, the development of a process for evaluation of the Board and the review of training and professional development programs for the Board.

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

The NC considers the appropriate characteristics, skills and experience of 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. In the selection and nomination for new Directors, the NC identifies the key attributes that an incoming Director should have, based on attributes of the existing Board and the requirements of the Company. Important issues to be considered as part of the process for the selection, appointment and re-appointment of directors include composition and progressive renewal of the Board and each director’s competencies, commitment, contribution and performance (i.e. attendance, preparedness, participation and candour) including, if applicable, as an independent director. Upon the review and recommendation of the NC to the Board, new Directors will be appointed by way of passing a board resolution.

All Directors are subject to re-nomination and re-election at regular intervals of at least once every three (3) years. At each Annual General Meeting (the “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 of Singapore (the “Companies Act”) to retire and offer themselves for re-appointment by shareholders at every AGM.

The NC has recommended to the Board that Professor Yong Kwet Yew and Dr Wang Xiaoning be re-elected for the forthcoming AGM. The Board has accepted the NC’s recommendation. Professor Yong Kwet Yew will, upon re-election as a Director of the Company, remain as the Non-Executive Chairman, Chairman of the NC and the RC and member of the AC. Dr Wang Xiaoning will, upon re-election as a Director of the Company, remain as the Managing Director and member of the NC.

In making the recommendation, the NC had considered the Directors’ overall contribution and performance.



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 26 of this Report.

Key information regarding the Directors’ profiles, including directorships or chairmanships both present and those held over the preceding three years in other listed companies, and other principal commitments, are set out on page 13 of this Report. The interests of the Directors in the Company are set out in the Report of the Directors on page 37 and 38 of this Report .

Board Performance

The Board has implemented a process to be carried out by the NC to assess the performance and effectiveness of the Board as a whole. The Board, together with the NC 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 Board’s performance evaluation has not included a benchmark index of its industry peers and its share price performance over a 5-year period. However, the NC has recommended to the Board and the Board has adopted other 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 Board Committee meetings, the effectiveness of discussions at such meetings and the discharge of the Directors’ duties in relation to the affairs of the Group.

Each member of the NC will abstain from making any recommendations and/or participating in any deliberation of the NC and from voting on any resolutions in respect of the assessment of his own performance or re-election as a Director.

In addition, the NC will assess if a Director has devoted adequate time and attention to the Company, in the case of Directors with multiple board representations. Although some of the Directors have other board representations, the NC 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 NC has assessed the Board’s performance to-date and is of the view that the performance of the Board as a whole was satisfactory. The Chairman of the NC, in consultation with the NC, 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.

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 so as to enable the Board to make informed decisions to discharge their duties and responsibilities. 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 board papers and related materials, background or explanatory information relating to matters to be brought before the Board; and 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 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. Directors are entitled to request additional information from Management and should be provided with such additional information as needed to make informed decisions. Management shall provide the same in a timely manner.



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 or its representatives attends all Board and Board Committee meetings and ensures that all Board procedures are followed. The Company Secretary also advises the Company on compliance with the requirements of the Companies Act, Listing Manual Section B: Rules of Catalist of the SGX-ST (“Rules of Catalist”) 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 Management and Non-executive Directors.

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 RC comprises three (3) Directors, all of whom are Independent Non-executive Directors. The RC members are Professor Yong Kwet Yew, Chairman of the RC, Mr Lim Yeok Hua and Mr Aw Eng Hai.

The RC is guided by its terms of reference, which sets out its functions and responsibilities. It is the RC’s responsibility to recommend to the Board a general framework of remuneration and the specific remuneration packages for the Directors as well as for key management personnel. The RC’s recommendations are submitted for endorsement by the entire Board. The RC covers all aspects of remuneration, including but not limited to directors’ fees, salaries, allowances, bonuses, options, share based incentives and awards, and benefits in kind.

If necessary, the Remuneration Committee will seek expert advice inside and/or outside the Company on the remuneration of the Directors.

In setting remuneration packages, the RC takes into account what is appropriate to attract, retain and motivate the Directors to provide good stewardship of the Company and the key management to successfully manage the Company, the performance of the Group, as well as individual Directors and key management, aligning their interest with those of shareholders and promote the long-term success of the Company. In its deliberations, the RC takes into account the risk policies of the Company, symmetry with risk outcomes and time horizon of risks as well as industry benchmarks 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 RC and approved 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 five-year service agreements with each of 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.

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.



The level and mix of the Directors’ remuneration in remuneration bands of S$250,000 for FY2012 are set out below:

Directors’ Fee (%)

Fixed Salary (%)

Bonus (%)

Benefits* (%)

Total (%)

Executive DirectorsS$250,000 to S$499,999Dr Wang Xiaoning - 81.4 12.7 5.9 100Dr Cai Jungang - 80.5 12.0 7.5 100Dr Loh Chang Kaan - 81.7 12.1 6.2 100Non-Executive DirectorsBelow S$250,000Professor Yong Kwet Yew 100 - - - 100Mr Lim Yeok Hua 100 - - - 100Mr Aw Eng Hai 100 - - - 100

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

Annual remuneration of the top five key executives who are not Directors in remuneration bands of S$250,000 for FY2012 are set out below:

Fee (%)

Fixed Salary (%)

Bonus (%)

Benefits (%)

Total (%)

Below S$250,000Dr Lim Ken Chai - 75.5 13.3 11.2 100Dr Tan Guan Hong - 97.4 - 2.6 100Dr Huang Mingzhi - 51.2 38.3 10.5 100Dr Hong Sze Han - 80.3 11.2 8.5 100Priscilla Mui Siew Yun - 81.2 10.3 8.5 100

No employee of the Company and its subsidiaries, whose remuneration exceeded S$50,000 during the financial year ended 31 March 2012, 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 has adopted an employee share option scheme named the “Tritech Group Employee Share Option Scheme” (the “Scheme”) and an employee share award scheme known as the “Tritech Group Performance Share Plan” (the “Plan”), approved by shareholders at the extraordinary general meeting held on 28 July 2010. The Scheme and the Plan are administered by a committee comprising of Directors who are members of the RC and duly authorised by the Board to administer the Scheme and the Plan. As at the date of this Report, 5,880,000 options have been granted to the participants of the Scheme. There was no grant of share awards pursuant to the Plan as at the date of this Report. Further information on the Scheme and the Plan, as well as the respective terms, are set out in the circular to shareholders dated 13 July 2010.

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).

The Board has also taken adequate steps to ensure compliance with legislative and regulatory requirements, including requirements under the Rules of Catalist, by establishing written policies where appropriate.

In presenting the 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, performance and prospects.



The Management currently provides the Board with management accounts of the Group and such explanation and information to enable the Board to make a balanced and informed assessment of the Company’s performance, position and prospects on a timely basis.

Audit Committee

The AC comprises three (3) Directors, all of whom are Independent Non-executive Directors. The AC members are Mr Lim Yeok Hua, Chairman of the AC, Professor Yong Kwet Yew and Mr Aw Eng Hai.

The Board is of the view that the members of the AC have sufficient accounting and financial management expertise and experience to discharge the AC’s functions.

The Board has approved the written terms of reference of the AC. Its functions are as follows:

assist the Board in fulfilling its responsibilities in respect of the Company’s accounting policies, internal controls and (a) financial reporting practices to safeguard shareholder’s investments and Group’s assets;

monitor Management’s commitment to the establishment and maintenance of a satisfactory control environment and an (b) effective system on internal control (including any arrangements for internal audit);

maintain a channel of communication between the Board, the Management and the internal and external auditors on (c) matters arising out of the internal and external audits and to consider the adequacy of arrangements for audit;

monitor and review the scope and results of external audit and its cost effectiveness and the independence and (d) objectivity of the external auditors;

review with the external auditors the audit plan, their evaluation of the system of internal accounting controls, their letter (e) to Management and the Management’s response;

review the half-year and annual financial statements and half-year and full-year results announcements before submission (f) to the Board for approval, focusing in particular on changes in accounting policies and practices, major financial risk areas, significant adjustments resulting from the audit, compliance with accounting standards and compliance with the Rules of Catalist and any other relevant statutory or regulatory requirements;

discuss problems and concerns, if any, arising from audits, and any matters which the auditors may wish to discuss (g) without the presence of Management;

review and discuss with the external auditors any suspected fraud or irregularity, or suspected infringement of any (h) relevant laws, rules of regulations, which has or is likely to have a material impact on the Group’s operating results or financial position, and the Management’s response;

consider and recommend the appointment or re-appointment and matters relating to the resignation or dismissal of the (i) external auditors, and approving the remuneration and terms of engagement of the external auditors;

review interested persons transactions falling within the scope of Chapter 9 of the Rules of Catalist;(j)

review potential conflict of interests;(k)

review and evaluate the Group’s administrative, operating and internal accounting controls and procedures; and(l)

generally undertake such other functions and duties as may be required by statute or the Rules of Catalist, or by such (m) amendments as may be made thereto from time to time.



The AC is empowered to investigate any matters within its terms of reference and has full access to, and the co-operation of the Management. In addition, the AC has independent access to the external auditors. The AC meets with the external and internal auditors without the presence of Management at least once a year to review matters that might be raised privately. The AC has reasonable resources to enable it to discharge its function properly and full discretion to invite any Director or executive officer to attend its meetings. The minutes of the AC meetings are regularly submitted to the Board. Each member of the AC will abstain from voting in respect of matters in which he has an interest.

The AC has reviewed the volume and nature of non-audit services to the Group by the external auditors (details on page 34), and being satisfied that the nature and extent of such services will not prejudice the independence and objectivity of the external auditors, is pleased to recommend the re-appointment of BDO LLP as external auditors.

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 AC. The objective of such arrangement is to ensure independent investigation of such matters and for the appropriate follow-up action(s) and resolution.

Risk Management and Internal Controls

The Company does not have a Risk Management Committee. However, the Management frequently reviews the Group’s business and operational activities to identify areas of significant business risks as well as appropriate measures to control and mitigate these risks as defined within the Group’s policies and strategies. The significant risk management policies are as disclosed in the notes to the audited financial statements.

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 such risks.

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 the Management and committee levels to facilitate operational efficiency.

During the financial year under review, the Company’s external auditors conducted the annual review of the effectiveness of the Company’s material internal controls, including financial, operational and compliance controls as well as risk management policy. The AC has 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 work done and review undertaken by the external and internal auditors on the various controls put in place by the Management, the Board (with the concurrence of the AC) is of the view that, there are adequate internal controls addressing financial, operational and compliance risks given the nature and size of the Group’s operations and business.

Internal Audit

The Company is aware of the need to establish an effective internal audit function that is adequately resourced and independent of the activities it audits.

The internal audit function has been outsourced to Robert Tan & Co. a corporate member of the Institute of Internal Auditors Singapore.

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.-



The internal auditor primary line of reporting is to the AC Chairman on audit matters and to the Managing Director on administrative matters.

The AC has reviewed with the internal auditor their audit plan for the financial year ended 31 March 2012. The AC is satisfied that the internal audit function is adequately resourced, staffed with persons with the relevant qualification and experience, and has appropriate standing within the Group. The AC will review annually the adequacy and effectiveness of the internal audit function.

Interested Person Transactions

The Company has established procedures to ensure that all transactions with interested persons are reported in a timely manner to the AC and that the transactions are conducted on an arm’s length basis and are not prejudicial to the interests of shareholders. All interested person transactions are subject to review by the AC 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)As at 31 March 2012

S$’000As at 31 March 2012

S$’000

Tritech International Holdings Pte. Ltd. (“Tritech International”)

314,262(1) NA(2) (3)

The aggregate value of interested person transactions entered into between Tritech International and the Company for FY2012 referred to (1) herein relates to the rental proceeds paid to Tritech International.

Pursuant to the acquisition of Terratech Resources Pte. Ltd., the parties have agreed on a profit incentive scheme, amounting to (2) S$3,016,045.80 (20% of the Limestone Valuation of S$16,215,300) (the “Contingent Consideration”). For the purpose of the disclosure above, the Contingent Consideration was not included as it is conditional upon profit targets being met for the financial years ending 31 March 2012 and 31 March 2013. The profit target for the financial year ended 31 March 2012 has not been met and as such, there were no issuance of additional convertible preference shares during FY2012.

The Group does not have a general mandate for recurrent interested person transactions.(3)

Audit and Non-audit fees

The audit fees and the nature of non-audit services that were rendered by our auditors, BDO LLP, to the Group and their related fees for the financial year ended 31 March 2012 are as follows:

Audit Fees S$160,000Non-audit Fees S$32,600

The Company is in compliance with Rules 712 and 715 of the Rules of Catalist in relation to its external auditors.

Non-sponsorship fees

No non-sponsor fees were paid to the Company’s sponsor, PrimePartners Corporate Finance Pte. Ltd., in FY2012.



Material Contracts

Save for the service agreements between the Executive Directors and the Company and the employment contract between the Managing Director and the Company, there were no material contracts or loans entered into by or taken up by the Group involving the interests of any Director or controlling shareholder which are either still subsisting as at 31 March 2012 or if not then subsisting, entered into since the end of the previous financial year.

Use of Proceeds

The proceeds raised from the exercise of warrants by certain warrantholders during the financial year under review have been utilised according to their intended use as follows:

Allocated $'000 Utilised $'000

Exercise of warrants

Expansion of the Group's water-related business in the PRC 1,000 1,000

SHAREHOLDER RIGHTS & RESPONSBILITIES

Shareholders’ Rights and Conduct of Shareholder Meetings

The Board is aware of its obligations to shareholders in providing information on changes in the Company or its business which would be likely to materially affect the price or value of the Company’s shares.

The Company seeks to ensure that shareholders have the opportunity to participate effectively in and vote at general meetings of shareholders.

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, the Management and the Company’s external auditors are normally present to address shareholders’ questions.

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

Communication with Shareholders

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

The Company does not practise selective disclosure of 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.



DEALINGS IN SECURITIES

The Company has adopted policies in line with the requirements of Rule 1204(19) of the Rules of Catalist on dealings in the Company’s securities.

The Company prohibits its Directors, the Management and 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 results and ending on the date of announcement of such results.

Directors, the Management and officers of the Group are expected to observe insider trading laws at all times even when dealing with securities within the permitted trading periods.



report oF tHe DIreCtorS

Page 1

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES 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 2012 and the statement of financial position of the Company as at 31 March 2012 and the statement of changes in equity of the Company for financial year ended 31 March 2012. 1. Directors

The Directors of the Company in office at the date of this report are: Dr Wang Xiaoning Professor Yong Kwet Yew Dr Cai Jungang Dr Loh Chang Kaan Mr Lim Yeok Hua Mr Aw Eng Hai

2. Arrangements to enable Directors to acquire shares or debentures Neither at the end of nor at any time during the financial year 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, Chapter 50 (the “Act”), none of the Directors of the Company who held office at the end of the financial year 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 at 1.4.2011

Balance at 31.3.2012

Balance at 1.4.2011


Number of ordinary shares The Company Dr Wang Xiaoning(1) - - 160,006,000 192,320,777 Dr Cai Jungang(2) - - 44,000 44,000 Professor Yong Kwet Yew 500,000 500,000 - - Mr Lim Yeok Hua 500,000 500,000 - - Mr Aw Eng Hai 50,000 50,000 - - Notes: (1) Pursuant to Section 7 of the Act, Dr Wang Xiaoning is deemed to have an interest in the

192,320,777 shares of the Company held by Tritech International Holdings Pte Ltd by virtue of his shareholding interest of 30.2% in Tritech International Holdings Pte Ltd.

(2) Pursuant to the Act, Dr Cai Jungang is deemed to have an interest in the 44,000 shares of the

Company held by his spouse, Ms Bi Xiling, at the beginning and end of the financial year.



Page 2

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES REPORT OF THE DIRECTORS (Continued) 3. Directors’ interests in shares or debentures (Continued)



Balance at 1.4.2011


Balance at 1.4.2011


Number of warrants to subscribe for ordinary shares The Company Dr Wang Xiaoning(1) 11,500,000 - 1,500 11,501,500 Dr Cai Jungang(2) - - 11,000 11,000 Mr Lim Yeok Hua 125,000 125,000 - - Mr Aw Eng Hai 12,500 12,500 - - Notes: (1) Pursuant to Section 7 of the Act, Dr Wang Xiaoning is deemed to have an interest in 11,501,500

warrants of the Company by virtue of his shareholding interest of 30.2% in Tritech International Holdings Pte Ltd.

(2) Pursuant to the Act, Dr Cai Jungang is deemed to have an interest in the 11,000 warrants of the

Company held by his spouse, Ms Bi Xiling. 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 2012 in the shares and warrants of the Company have not changed from those disclosed as at 31 March 2012.



Balance at 1.4.2011


Balance at 1.4.2011


Number of ordinary shares Ultimate holding company Tritech International Holdings Pte Ltd Dr Wang Xiaoning 1,671,146 1,671,146 - - Dr Cai Jungang 859,446 859,446 - - Dr Loh Chang Kaan 572,964 572,964 - -



Page 3

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES REPORT OF THE DIRECTORS (Continued) 4. Directors’ contractual benefits

Since the end of the previous financial year, 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.

5. Share options At an Extraordinary General Meeting of the Company held on 28 July 2010, the shareholders approved the Tritech Group Employee Share Option Scheme (the “Scheme”). The Scheme is administered by the Company’s Remuneration Committee, comprising Professor Yong Kwet Yew, Mr Lim Yeok Hua and Mr Aw Eng Hai (“Committee”). Other information relating to the Scheme is set out below: - The exercise price of the options can be set at a price equal to the market price or at a

discount to the market price not exceeding 20% of the market price; - The market price is determined based on the average of the last dealt prices of the ordinary

shares of the Company on the Singapore Exchange Securities Trading Limited (“SGX-ST”) over the five consecutive market days immediately preceding the date of grant(rounded to the nearest cent);

- The options can be exercised after 1 year from the date of grant but before 10 years from the

date of grant and before 5 years from the date of grant in respect of options granted to Group Non-Executive Directors (except for options with the exercise price set at a discount to market price, where the options can be exercised after 2 years from the date of grant); and

- All options are settled by physical delivery of shares. The aggregate number of shares over which the Committee may grant options on any date, when added to the number of shares issued or issuable and/or transferred or transferable in respect of all options granted under the Scheme and any other share schemes of the Company, shall not exceed 15% of the issued shares (excluding treasury shares) of the Company on the date immediately preceding the grant of an option (or such other limit as the SGX-ST may determine from time to time). At the end of the financial year, details of the options granted under the Scheme are as follows(1):

Name of participant

Date of grant Exercise period

Exercise price

Balance at 1.4.2011

Granted during

financial year

Options exercised

Options not

accepted/ forfeited


$

Directors Professor Yong

Kwet Yew 7 July 2011 8 July 2012 to

6 July 2016 0.30 - 160,000 - - 160,000

7 July 2011 8 July 2013 to 6 July 2016

0.24 - 160,000 - - 160,000

Mr Lim Yeok Hua 7 July 2011 8 July 2012 to 6 July 2016

0.30 - 160,000 - - 160,000

7 July 2011 8 July 2013 to 6 July 2016

0.24 - 160,000 - - 160,000

Mr Aw Eng Hai 7 July 2011 8 July 2012 to 6 July 2016

0.30 - 160,000 - - 160,000

7 July 2011 8 July 2013 to 6 July 2016

0.24 - 160,000 - - 160,000



Page 4

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES REPORT OF THE DIRECTORS (Continued) 5. Share options (Continued)

Name of participant

Date of grant Exercise period

Exercise price

Balance at 1.4.2011

Granted during

financial year

Options exercised

Options not

accepted/ forfeited


$

Directors Dr Wang Xiaoning 7 July 2011 8 July 2012 to

6 July 2021 0.30 - 160,000 - - 160,000

7 July 2011 8 July 2013 to 6 July 2021

0.24 - 160,000 - - 160,000

Dr Cai Jungang 7 July 2011 8 July 2012 to 6 July 2021

0.30 - 160,000 - - 160,000

7 July 2011 8 July 2013 to 6 July 2021

0.24 - 160,000 - - 160,000

Dr Loh Chang Kaan 7 July 2011 8 July 2012 to 6 July 2021

0.30 - 160,000 - - 160,000

7 July 2011 8 July 2013 to 6 July 2021

0.24 - 160,000 - - 160,000

Employees 7 July 2011 8 July 2012 to 6 July 2021

0.30 - 1,980,000 - (60,000) 1,920,000

7 July 2011 8 July 2013 to 6 July 2021

0.24 - 1,980,000 - (60,000) 1,920,000

- 5,880,000 - (120,000) 5,760,000

Notes: (1) An aggregate of 5,880,000 options were granted in the financial year, out of which: (i) 2,940,000

options were granted at the market price of $0.30 per share; and (ii) 2,940,000 options were granted at a 20% discount to the market price, being $0.24 per share, as detailed in the Company’s announcement dated 7 July 2011.

Save as disclosed above, there were no unissued shares of the Company or its subsidiaries under options granted by the Company or its subsidiaries as at the end of the financial year. Dr Wang Xiaoning is a controlling shareholder of the Company as he holds directly or indirectly not less than 15% of the total number of issued shares in the Company. Since the commencement of the Scheme, save for options granted to Dr Wang Xiaoning, Dr Cai Jungang, Dr Loh Chang Kaan, Professor Yong Kwet Yew, Mr Lim Yeok Hua and Mr Aw Eng Hai as disclosed above, no options have been granted to the Directors and the controlling shareholders of the Company or their associates and no participant under the Scheme has been granted 5% or more of the total number of options available under the Scheme. The options granted by the Company do not entitle the holders of the options, by virtue of such holding, to any rights to participate in any share issue of any other company. During the financial year, there were 1,920,000 options granted to the Directors of the Company.

6. Performance shares Apart from the Scheme, the Company has also implemented an employee share award scheme known as the “Tritech Group Performance Share Plan” (“Share Plan”), whereby eligible participants are granted awards by the Company conferring rights to be issued or transferred shares (“Awards”). The Share Plan was approved and adopted by the shareholders at an Extraordinary General Meeting of the Company held on 28 July 2010.



Page 5

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES REPORT OF THE DIRECTORS (Continued)

6. Performance shares (Continued) The Share Plan is administered by the Company’s Remuneration Committee comprising Professor Yong Kwet Yew, Mr Lim Yeok Hua and Mr Aw Eng Hai. The Share Plan applies to group employees, group executive directors and group non-executive directors (including Independent Directors). There was no Awards granted by the Company or its subsidiaries under the Share Plan during the financial year.

7. Warrants On 12 April 2010, the Company issued 59,145,755 warrants at an issue price of $0.01 for each warrant, each warrant carrying the right to subscribe for one new ordinary share in the share capital of the Company at an exercise price of $0.25 for each new ordinary share, on the basis of one warrant for every four existing ordinary shares held by shareholders of the Company. The movements of warrants during the financial year are as follows:

Date of issue Balance at 1.4.2011

Exercised during the

financial year Balance at 31.3.2012

Exercise price

Exercisable period

12.4.2010 54,613,755 4,000,000 50,613,755 $0.25 12.4.2010 to

12.4.2013

8. 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 year and at the date of this report are: Lim Yeok Hua (Chairman) Professor Yong Kwet Yew Aw Eng Hai The Audit Committee carried out its 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 assistance provided by the Company’s officers to the external auditors and the financial statements of the Group for the financial year ended 31 March 2012 and the statement of financial position of the Company as at 31 March 2012 and statement of changes in equity of the Company for the financial year ended 31 March 2012 as well as the Independent Auditors’ Report thereon prior to their submission to the Board of Directors of the Company for adoption. The Audit Committee has recommended to the Board of Directors the nomination of BDO LLP for re-appointment as external auditors of the Company at the forthcoming Annual General Meeting.

9. Auditors The auditors, BDO LLP, have expressed their willingness to accept re-appointment.



Page 6

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES REPORT OF THE DIRECTORS (Continued)

10. Additional disclosure requirements of the Listing Manual of the Singapore Exchange Securities Trading Limited The auditors of the subsidiaries of the Company are disclosed in Note 5 to the financial statements. In the opinion of the Board of Directors and Audit Committee, Rule 715 of the Listing Manual of the Singapore Exchange Securities Trading Limited has been complied with.

On behalf of the Board of Directors Dr Wang Xiaoning Dr Cai Jungang Director Director Singapore 2 July 2012


StateMent BY DIreCtorS

Page 7

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES STATEMENT BY DIRECTORS In the opinion of the Board of Directors, (a) the accompanying financial statements comprising the statements of financial position of the

Group and of the Company as at 31 March 2012, the statement of comprehensive income, statement of changes in equity and statement of cash flows of the Group and statement of changes in equity of the Company together with the notes thereon are properly drawn up in accordance with the provisions of the Singapore Companies Act, Chapter 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 2012 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 Dr Wang Xiaoning Dr Cai Jungang Director Director Singapore 2 July 2012


InDepenDent aUDItorS’ report TO THE MEMBERS OF TRITECH GROUP LIMITED

Page 8

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF TRITECH GROUP LIMITED Report on the financial statements We have audited the accompanying financial statements of Tritech Group Limited (the “Company”) and its subsidiaries (the “Group”) set out on pages 46 to 116, which comprise the statements of financial position of the Group and of the Company as at 31 March 2012, the consolidated statement of comprehensive income, statements of changes in equity of the Group and of the Company and consolidated statement of cash flows for the financial year then ended, and a summary of significant accounting policies and other explanatory information. Management’s responsibility for the financial statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act, Chapter 50 (the “Act”) and Singapore Financial Reporting Standards, and for 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 profit and loss accounts and balance sheets and to maintain accountability of assets. 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 about 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 of financial statements that give a true and fair view 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.


InDepenDent aUDItorS’ report TO THE MEMBERS OF TRITECH GROUP LIMITED

Page 9

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF TRITECH GROUP LIMITED (Continued) Report on the financial statements (Continued) Opinion In our opinion, the accompanying financial statements of the Group and the statement of financial position 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 2012 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. Report on other legal and regulatory requirements In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated in Singapore of which we are the auditors, have been properly kept in accordance with the provisions of the Act. BDO LLP Public Accountants and Certified Public Accountants Singapore 2 July 2012


StateMentS oF FInanCIaL poSItIon AS AT 31 MARCH 2012

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

The accompanying notes form an integral part of these financial statements. Page 10

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES STATEMENTS OF FINANCIAL POSITION AS AT 31 MARCH 2012 Group Company Note 2012 2011 2012 2011 $ $ $ $ Restated Note 33 Non-current assets Property, plant and equipment 4 29,373,552 14,275,384 583,529 595,686 Investments in subsidiaries 5 - - 59,496,676 52,680,677 Land use right 6 2,658,793 2,074,849 - - Mining rights 7 15,723,927 16,215,300 - - Intangible assets 8 1,769,059 1,435,340 - - 49,525,331 34,000,873 60,080,205 53,276,363

Current assets Inventories 9 686,866 835,807 - - Trade and other receivables 10 5,916,724 5,623,127 7,433,182 4,250,267 Prepayments 545,757 554,280 49,940 31,427 Amounts due from contract customers 11 31,722,454 26,031,597 - - Cash and cash equivalents 12 13,161,225 21,195,627 3,897,878 6,701,679 52,033,026 54,240,438 11,381,000 10,983,373 Less: Current liabilities Trade and other payables 13 13,742,980 11,020,687 7,471,544 7,276,903 Amounts due to contract customers 11 592,527 446,580 - - Bank borrowings 14 6,119,257 5,290,031 3,059,185 2,278,577 Finance lease payables 15 2,639,498 1,008,813 - - Current income tax payable 1,288,039 1,489,931 - - 24,382,301 19,256,042 10,530,729 9,555,480 Net current assets 27,650,725 34,984,396 850,271 1,427,893

Non-current liabilities Bank borrowings 14 (5,911,304) (3,450,527) (5,911,304) (3,450,527) Finance lease payables 15 (1,814,263) (1,616,703) - - Loan from a shareholder 16 (2,000,000) - (2,000,000) - Deferred tax liabilities 17 (3,739,819) (3,909,228) - -

(13,465,386) (8,976,458) (7,911,304) (3,450,527) Net assets 63,710,670 60,008,811 53,019,172 51,253,729

Equity Share capital 18 41,967,325 40,937,725 41,967,325 40,937,725 Reserves 19 21,743,345 19,071,086 . 11,051,847 10,316,004 Total equity attributable to owners

of the parent 63,710,670 60,008,811 53,019,172 51,253,729


ConSoLIDateD StateMent oF CoMpreHenSIve InCoMe

FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012



TRITECH GROUP LIMITED AND ITS SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 Note 2012 2011 $ $ Restated Note 33 Revenue 20 51,565,980 46,937,255 Cost of sales (33,676,582) (29,207,037) Gross profit 17,889,398 17,730,218 Other items of income Gain on bargain purchase of a subsidiary 5 - 375,353 Interest income 201,126 59,796 Other income 21 765,766 483,733 Other items of expenses Distribution expenses (505,351) (372,063) Administrative expenses (8,589,170) (7,491,549) Other expenses (5,741,012) (3,506,372) Finance costs 22 (924,290) (473,801) Profit before income tax 23 3,096,467 6,805,315 Income tax expense 24 (961,140) (1,114,825) Profit for the financial year 2,135,327 5,690,490 Other comprehensive income Exchange differences arising from translation of foreign

operations 649,269 (725,743) Income tax relating to components of other comprehensive

income - -

Other comprehensive income for the financial year, net of tax 649,269 (725,743) Total comprehensive income for the financial year 2,784,596 4,964,747

Profit attributable to owners of the parent 2,135,327 5,690,490

Total comprehensive income attributable to owners of the parent 2,784,596 4,964,747

Earnings per share (cents) 25 Basic 0.85 2.34 Diluted 0.70 1.71


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ConSoLIDateD StateMent oF CaSH FLoWSFOR THE FINANCIAL YEAR ENDED 31 MARCH 2012



TRITECH GROUP LIMITED AND ITS SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 2012 2011 $ $ Restated Note 33 Operating activities Profit before income tax 3,096,467 6,805,315 Adjustments for:

Amortisation of intangible assets 152,029 135,455 Amortisation of mining rights 491,373 - Amortisation of land use right 66,206 47,238 Allowance for doubtful trade receivables 50,264 - Gain on bargain purchase of subsidiary - (375,353) Depreciation of plant and equipment 3,182,689 2,971,958 Gain on disposal of property, plant and equipment (683) (167,549) Interest income (201,126) (59,796) Interest expense 847,773 277,045 Property, plant and equipment written off 104,796 2,480 Employee share option expenses 550,601 -

Operating cash flows before working capital changes 8,340,389 . 9,636,793 Working capital changes: Inventories 150,255 (259,622) Trade and other receivables (5,945,391) (9,295,118) Prepayments 8,523 (46,279) Trade and other payables 2,885,078 2,912,335

Cash generated from operations 5,438,854 2,948,109 Income taxes paid (1,332,441) (635,727) Interest received 201,126 59,796

Net cash from operating activities 4,307,539 2,372,178 Investing activities Purchase of property, plant and equipment (15,056,152) (4,464,463) Purchase of land use right (578,798) (2,124,800) Addition of intangible assets (460,823) (723,394) Proceeds from disposal of property, plant and equipment 57,039 . 279,700 Acquisition of subsidiary, net of cash acquired - 27,119 Currency translation differences - 7,763

Net cash used in investing activities (16,038,734) (6,998,075)


ConSoLIDateD StateMent oF CaSH FLoWSFOR THE FINANCIAL YEAR ENDED 31 MARCH 2012



TRITECH GROUP LIMITED AND ITS SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 2012 2011 $ $ Restated Note 33 Financing activities Increase in fixed deposit pledged (1,946,779) (1,343,925)

Proceeds from bank borrowings 7,250,000 8,850,000 Proceeds from issuance of warrants, net of expenses - 403,294 Repayments of bank borrowings (3,998,779) (802,308) Repayments of finance lease obligations (1,401,520) (971,878) Dividends paid (633,338) (1,183,074) Loan from a shareholder 2,000,000 - Proceeds from issuance of shares - 2,219,400 Proceeds from exercise of warrants 1,000,000 1,178,320 Share issue expenses - (107,268) Interest paid (796,106) (277,045) Net cash from financing activities 1,473,478 . 7,965,516 Net change in cash and cash equivalents (10,257,717) 3,339,619 Cash and cash equivalents at beginning of financial year 18,098,972 15,485,096 Currency translation differences 237,754 (725,743) Cash and cash equivalents at end of financial year (Note 12) 8,079,009 18,098,972


noteS to tHe FInanCIaL StateMentSFOR THE FINANCIAL YEAR ENDED 31 MARCH 2012

Page 18

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 These notes form an integral part of and should be read in conjunction with the financial statements. 1. General corporate information

Tritech Group 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 is listed on the Catalist board of the Singapore Exchange Securities Trading Limited. The Company’s immediate and ultimate holding company is Tritech International Holdings Pte Ltd, a company incorporated in 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. The statement of financial position and statement of changes in equity of the Company and the consolidated financial statements of the Company and its subsidiaries (the “Group”) for the financial year ended 31 March 2012 were authorised for issue in accordance with a Directors’ resolution dated 2 July 2012.

2. Summary of significant accounting policies 2.1 Basis of preparation of financial statements

The financial statements are prepared in accordance with the provisions of the Singapore Companies Act, Chapter 50 and Singapore Financial Reporting Standards (“FRS”) and are 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 disclosure of contingent assets and liabilities at the end of the reporting period, 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 differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. 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. 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 and has no material effect on the amounts reported for the current and prior financial years except as disclosed below.



Page 19

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 2. Summary of significant accounting policies (Continued)

2.1 Basis of preparation of financial statements (Continued)

FRS 24 (Revised) Related Party Disclosures FRS 24 (Revised) has been adopted beginning 1 April 2011 and has been applied retrospectively. The revised standard clarified the definition of a related party and does not have any impact on the amounts reported for the current or prior financial years. FRS and INT FRS issued but not yet effective As at the date of authorisation of these financial statements, 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 : Amendments to FRS 1 – Presentation of Items of Other

Comprehensive Income 1 July 2012

FRS 12 : Amendments to FRS 12 – Deferred Tax: Recovery of Underlying Assets

1 January 2012

FRS 19 : Employee Benefits 1 January 2013 FRS 27 : Separate Financial Statements 1 January 2013 FRS 28 : Investments in Associates and Joint Ventures 1 January 2013 FRS 32 : Amendments to FRS 32 – Offsetting of Financial Assets and

Financial Liabilities 1 January 2014

FRS 101 : Amendments to FRS 101 - Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters

1 July 2011

FRS 107 : Amendments to FRS 107 Disclosures – Transfers of Financial Assets

1 July 2011

: Amendments to FRS 107 Disclosures – Offsetting of Financial Assets and Financial Liabilities

1 January 2013

FRS 110 : Consolidated Financial Statements 1 January 2013 FRS 111 : Joint Arrangements 1 January 2013 FRS 112 : Disclosure of Interests in Other Entities 1 January 2013 FRS 113 : Fair Value Measurements 1 January 2013 INT FRS 120 : Stripping Costs in the Production Phase of a Surface Mine 1 January 2013 Consequential amendments were also made to various standards as a result of these new or revised standards. The Group and the Company expect that the adoption of the above FRS and INT FRS, if applicable, will have no material impact on the financial statements in the period of initial adoption, except as discussed below. Amendments to FRS 1 Presentation of Items of Other Comprehensive Income The amendments to FRS 1 changes the grouping of items presented in other comprehensive income. Items that could be reclassified to profit or loss at a future point in time would be presented separately from items which will never be reclassified. As the amendments only affect the presentation of items that are already recognised in other comprehensive income, the Group does not expect any impact on its financial position or performance upon adoption of this standard.



Page 20


2.1 Basis of preparation of financial statements (Continued)

FRS and INT FRS issued but not yet effective (Continued) FRS 110 Consolidated Financial Statements and FRS 27 Separate Financial Statements FRS 110 replaces the control assessment criteria and consolidation requirements currently in FRS 27 and INT FRS 12 Consolidation -Special Purpose Entities. FRS 110 defines the principle of control and establishes control as the basis for determining which entities are consolidated in the consolidated financial statements. It also provides more extensive application guidance on assessing control based on voting rights or other contractual rights. Under FRS 110, control assessment will be based on whether an investor has (i) power over the investee; (ii) exposure, or rights, to variable returns from its involvement with the investee; and (iii) the ability to use its power over the investee to affect the amount of the returns. FRS 27 remains as a standard applicable only to separate financial statements. FRS 110 will take effect from financial years beginning on or after 1 April 2013, with full retrospective application. When the Group adopts FRS 110, entities it currently consolidates may not qualify for consolidation, and entities it currently does not consolidate may qualify for consolidation. The Group is currently estimating the effects of FRS 110 on its investments in the period of initial adoption. FRS 112 Disclosure of Interests in Other Entities FRS 112 is a new and comprehensive standard on disclosure requirements for all forms of interest in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. FRS 112 requires an entity to disclose information that helps users of its financial statements to evaluate the nature and risks associated with its interests in other entities and the effects of those interests on its financial statements. The Group is currently determining the impact of the disclosure requirements. As this is a disclosure standard, it will have no impact to the financial position and financial performance of the Group when implemented. FRS 113 Fair Value Measurements FRS113 provides guidance on how to measure fair values including those for both financial and non-financial items and introduces significantly enhanced disclosure about fair values. It does not address or change the requirements on when fair values should be used. When measuring fair value, an entity is required to use valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs. It establishes a fair value hierarchy for doing this. This FRS is to be applied for annual periods beginning on or after 1 April 2013. The Group will determine the impact of this standard when it becomes effective.

2.2 Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries made up to the end of the reporting period. The financial statements of the subsidiaries are prepared for the same reporting date as the parent company.



Page 21


2.2 Basis of consolidation (Continued)

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 share capital 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 profit or loss in the period of the acquisition. Subsidiaries are consolidated from the date on which control is transferred to the Group to the date on which that control ceases. In preparing the consolidated financial statements, inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment loss of the asset transferred. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group. Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein. Non-controlling interests in the acquiree may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance. Non-controlling interests are presented in the statement of financial position of the Group within equity, separately from the Company’s owners, and are separately disclosed in the statement of comprehensive income of the Group.



Page 22


2.3 Business combinations

Business combinations from 1 January 2010 The acquisition of subsidiaries is accounted for using the acquisition method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under FRS 103 are recognised at their fair values at the acquisition date, except for non-current assets (or disposal groups) that are classified as held-for-sale in accordance with FRS 105 Non-Current Assets Held for Sale and Discontinued Operations, which are recognised and measured at the lower of cost and fair value less costs to sell. Where a business combination is achieved in stages, the Group’s previously held interests in the acquired entity are remeasured to fair value at the acquisition date (i.e. the date the Group attains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss, where such treatment would be appropriate if that interest were disposed of. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under FRS 103 are recognised at their fair value at the acquisition date, except that: deferred tax assets or liabilities and liabilities or assets related to employee benefit

arrangements are recognised and measured in accordance with FRS 12 Income Taxes and FRS 19 Employee Benefits respectively;

liabilities or equity instruments related to the replacement by the Group of an

acquiree’s share-based payment awards are measured in accordance with FRS 102 Share-based Payment; and

assets (or disposal groups) that are classified as held for sale in accordance with FRS 105

Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see below), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date. The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts and circumstances that existed as of the acquisition date, and is subject to a maximum of one year.



Page 23


2.3 Business combinations (Continued)

Business combinations from 1 January 2010 (Continued) Goodwill arising on acquisition is recognised as an asset at the acquisition date and initially measured at cost, being the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer previously held equity interest (if any) in the entity over net acquisition-date fair value amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the Group’s interest in the net fair value of the acquiree’s identifiable net assets exceeds the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer’s previously held equity interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain. Business combinations before 1 January 2010 In comparison to the above mentioned requirements, the following differences applied: Business combinations are accounted for by applying the purchase method. Transaction costs directly attributable to the acquisition formed part of the acquisition costs. The non-controlling interest (formerly known as minority interest) was measured at the proportionate share of the acquiree's identifiable net assets. Business combinations achieved in stages were accounted for as separate steps. Adjustments to those fair values relating to previously held interests are treated as a revaluation and recognised in equity. When the Group acquired a business, embedded derivatives separated from the host contract by the acquiree are not reassessed on acquisition unless the business combination results in a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required under the contract. Contingent consideration was recognised if, and only if, the Group had a present obligation, the economic outflow was probable and a reliable estimate was determinable. Subsequent measurements to the contingent consideration affected goodwill.

2.4 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 statement of financial position less accumulated impairment losses, if any.

2.5 Intangible assets Intangible assets acquired separately are measured initially at cost. The cost of intangible assets acquired in a business combination is their fair values as at date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses.



Page 24


2.5 Intangible assets (Continued)

The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortised on a straight-line basis over the estimated economic useful lives and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each financial year-end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expenses on intangible assets with finite useful lives is recognised in profit or loss through the ‘amortisation of intangible assets’ line term. Intangible assets with indefinite useful lives or not yet available for use are tested for impairment annually or more frequently if the events or changes in circumstances indicate that the carrying amount may be impaired either individual or at the cash-generating unit level. Such intangible assets are not amortised. The useful life of an intangible asset with an indefinite useful life is reviewed annually to determine whether the useful life assessment continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis. Gain or losses arising from derecognition of an intangible asset are measured at the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in profit and loss when the asset is derecognised. Transferable club membership Transferable individual club membership is initially recognised at cost and is subsequently measured at cost less accumulated impairment losses, if any. Intangible assets acquired separately Intangible assets acquired separately are measured initially at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets acquired separately are measured at cost less accumulated amortisation and accumulated impairment losses, if any. Intangible assets acquired separately relate to development expenditure, customer relationship and patent with finite useful life and are amortised on a straight-line method over their estimated useful lives as follows:

Years Development expenditure 3 - 20 Customer relationship 10 Patent 20 Intangible assets are assessed for impairment whenever there is an indication that the intangible asset may be impaired. The estimated useful lives and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis recognised at cost and is subsequently measured at cost less accumulated impairment losses, if any.



Page 25


2.6 Property, plant and equipment

Property, plant and equipment are initially recorded at cost. Subsequent to initial recognition, property, plant and equipment other than contract in progress are stated at cost less accumulated depreciation and impairment losses, 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. 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. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in profit or loss in the financial year the asset is derecognised. Depreciation is calculated using the straight-line method to allocate the depreciable amounts of the property, plant and equipment over their estimated useful lives as follows:

Years Leasehold property 51 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 the end of each reporting period 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. Construction in progress represents items of property, plant and equipment under construction, which is stated at cost less any impairment losses, and is not depreciated. Cost comprises the direct costs of construction during the period of construction. Construction in progress is reclassified to the appropriate category of property, plant and equipment when it is completed and ready for use.

2.7 Land use right Land use right is initially measured at cost. Following initial recognition, land use right is measured at cost less accumulated amortisation. The land use right is amortised on a straight-line basis over the lease term of 50 years.



Page 26


2.8 Mining rights

Mining rights are initially measured at cost. Following initial recognition, mining rights are measured at cost less accumulated amortisation. Mining rights include the cost of sub-lease of the limestone quarry. The mining rights are amortised on a straight-line basis over the lease term of 33 years.

2.9 Impairment of non-financial assets The carrying amounts of non-financial assets are reviewed at the end of each reporting period to determine whether there is any indication of impairment loss 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 loss 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 loss is recognised in profit or loss, 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. An assessment is made at the end of each reporting period as to whether there is any indication that an impairment loss 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 loss 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 loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. An impairment loss 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 or amortisation, if no impairment loss has been recognised. Reversals of impairment losses are recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal in excess of impairment loss recognised in profit or loss in prior periods is treated as a revaluation increase. After such a reversal, the depreciation or amortisation 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.

2.10 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.



Page 27


2.10 Inventories (Continued)

Net realisable value is the estimated selling price at which inventories can be realised in the ordinary course of business less estimated cost of completion and costs incurred in marketing and distribution. When necessary, allowance is made for obsolete, slow-moving and defective inventories to adjust the carrying values of those inventories to the lower of cost and net realisable value.

2.11 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 end of the reporting period, 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 statements of financial position.

Recognition and derecognition Financial assets are recognised on the statements of financial position 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 derecognition of a financial asset, the difference between the carrying amount and the net consideration proceeds is recognised in profit or loss. Initial and subsequent measurement Financial assets are initially recognised at fair value plus, in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs. After initial recognition, loans and receivables are carried at amortised cost using the effective interest method, less accumulated impairment losses, 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”. Impairment The Group and the Company assess at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired.



Page 28


2.11 Financial assets (Continued)

Impairment (Continued) (i) Loans and receivables

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

2.12 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 consolidated statement of cash flows, cash and cash equivalents comprise fixed deposits, cash and bank balances net of bank overdraft and fixed deposits pledged.

2.13 Financial liabilities Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities. Financial liabilities are classified as at fair value through profit or loss if the financial liability is either held for trading or it is designated as such upon initial recognition. The accounting policies adopted for other 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 profit or loss 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 recognised to profit or loss over the period of the borrowings using the effective interest method.



Page 29


2.13 Financial liabilities (Continued)

(ii) Bank borrowings (Continued)

Borrowings which are due to be settled within 12 months after the end of the reporting period 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 end of the reporting period and before the financial statements are authorised for issue. Other borrowings due to be settled more than 12 months after the end of the reporting period are presented as non-current borrowings in the statements of financial position.

Recognition and derecognition Financial liabilities are recognised on the statements of financial position 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 profit or loss. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts are recognised in profit or loss.

2.14 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 end of the reporting period (percentage-of-completion method). When the 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 end of the reporting period, 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 “amounts due from contract customers” as current assets in the statements of financial position. Where progress billings exceed costs incurred plus recognised profits (less recognised losses), the balance is presented as “amounts due to contract customers” as current liabilities in the statements of financial position. Progress billings not yet paid by customers and retentions are included within “trade and other receivables”.



Page 30


2.15 Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. (i) Ordinary shares

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

(ii) Convertible preference shares Preference shares which are mandatory convertible into ordinary shares of the Company at the conversion ratio after a specified period of time or an occurrence of a defined event.

2.16 Revenue recognition Revenue is measured at the fair value of the consideration received or receivable and is recognised for the sale of goods and services rendered in the ordinary course of business. Revenue is recognised to the extent that it is probable that the economic benefits associated with the transaction will flow to the entity and the revenue can be measured reliably. Revenue is presented net of sales taxes and discounts. (i) Sales of goods

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

(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 end of the reporting period 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 profit or loss 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.



Page 31


2.17 Grants

Grants are recognised at the fair value where there is reasonable assurance that the grant will be received and all attaching conditions will be complied with. Where the grants relate to expenditures, which are not capitalised, the fair value of grants are credited to profit or loss as and when the underlying expenses are included and recognised in profit or loss to match such related expenditures. Government grant – Jobs credit scheme The Singapore government introduced a cash grant known as the Jobs Credit Scheme in its Budget for 2009 in a bid to help businesses preserve jobs in the economic downturn. The amount received for jobs credit are paid to eligible employers in instalments and the amount an employer can receive would depend on the fulfillment of the conditions as stated in the Scheme. The Group and the Company recognise the amounts received for jobs credit at their fair values as other income in the month of receipt of these grants from the government.

2.18 Leases When the Group is the lessee 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 profit or loss 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 profit or loss 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 profit or loss 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.



Page 32


2.19 Employee benefits

Employees of the Group receive remuneration in the form of share options and share awards as consideration for service rendered. The Company has in place the Tritech Group Employee Share Option Plan for granting of share options to senior executive and all other employees. The exercise price approximated the market value of the shares at the date of grant. The Company has also implemented the Performance Share Plan for awarding of full paid ordinary shares to key senior management and senior executives, when and after pre-determined performance or service conditions are accomplished. Equity-settled transactions The cost of equity-settled transactions with employees is measured by reference to the fair value at the date on which the share options or awards are granted. In valuing the share options, no account is taken of any performance conditions, other than conditions linked to the price of the shares of the Company. The cost is recognised in profit or loss as share-based compensation expenses, with a corresponding increase in the share-based compensation reserve, over the vesting period in which the service condition are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“the vesting date”). Non-market vesting conditions are included in the estimation of the number of shares under options that are expected to become exercisable on the vesting date. At the end of each reporting period, the Group revises its estimates of the number of shares under options that are expected to become exercisable on the share based compensation reserve over the remaining vesting period. No expense is recognised for options or awards that do not ultimately vest, except for options or awards where vesting is conditional upon a market condition, which are treated as vested irrespective of whether or not the market condition is satisfied, provided that all other performance and/or service conditions are satisfied. The share-based compensation reserve is transferred to general reserve upon cancellation or expiry of the vested options or awards. When the options are exercised or awards are released, the share-based compensation reserve is transferred to share capital if new shares are issued. Defined contribution plan Contributions to defined contribution plans are recognised as an expense in profit or loss 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 end of the reporting period.



Page 33


2.20 Borrowing costs

Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised as an expense in profit or loss in the financial year in which they are incurred. Borrowing costs are recognised on a time-proportion basis in profit or loss using the effective interest method.

2.21 Income tax Income tax expense for the financial year comprises current and deferred taxes. Income tax expense is recognised in profit or loss except to the extent that it relates to a business combination or items recognised directly in equity or in other comprehensive income. Current income tax expense is the expected tax payable on the taxable income for the financial year, using tax rates enacted or substantively enacted by the end of the reporting period, 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 end of the reporting period 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 end of the reporting period. 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 the end of each reporting period 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 the end of each reporting period 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 income tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity and deferred tax arising from a business combination is adjusted against goodwill on acquisition. 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. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.



Page 34


2.22 Foreign currencies

Items included in the individual financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The consolidated financial statements of the Group and the statement of financial position 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 the end of each reporting period, monetary items denominated in foreign currencies are re-translated at the rates prevailing at the end of the reporting period. 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 settlements of monetary items and on re-translating of monetary items are recognised in profit or loss for the financial year. Exchange differences arising on the re-translation of non-monetary items carried at fair value are recognised in profit or loss 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 other comprehensive income. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in other comprehensive income. 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 are translated at the closing exchange rate at the end of the

reporting period; (ii) income and expenses 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 foreign currency exchange differences are recognised in other

comprehensive income and presented in the foreign currency translation account in equity.

2.23 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.



Page 35


2.24 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the group of executive directors and the chief executive officer who make strategic decisions.

2.25 Contingencies A contingent liability is: (a) A possible obligation that arises from past events and whose existence will be

confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the company; or

(b) A present obligation that arises from past events but is not recognised because:

(i) It is not probable that an outflow of resources embodying economic benefits will

be required to settle the obligation; or (ii) The amount of the obligation cannot be measured with sufficient reliability.

A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. Contingencies are not recognised on the statement of financial position of the Group.

3. Critical accounting judgements and key sources of estimation uncertainty 3.1 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 financial assets

The Group and the Company follow the guidance of FRS 36 and FRS 39 in 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 flows.



Page 36

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 3. Critical accounting judgements and key sources of estimation uncertainty (Continued)

3.1 Critical judgements in applying the accounting policies (Continued)

(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.

(iii) Employee share options The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumption about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 19.1 to the financial statements.

3.2 Key sources of estimation uncertainty The key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, 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 51 years. The carrying amounts of the Group’s and the Company’s property, plant and equipment as at 31 March 2012 were $29,373,552 (2011: $14,275,384) and $583,529 (2011: $595,686) respectively. 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) Impairment losses of intangible assets The management determines whether the intangible assets have suffered impairment loss on an annual basis and as and when there is an indication of impairment. The recoverable amounts of the cash-generating unit (“CGU”) are determined based on the value in use method, which requires the use of estimates. In estimating the value in use, the management exercises judgement in estimating the expected future cash flows from the CGUs and using suitable discount rate in order to calculate the present value of those cash flows. The carrying amount of the Group’s intangible assets as at 31 March 2012 was $1,769,059 (2011: $1,435,340).



Page 37

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 3. Critical accounting judgements and key sources of estimation uncertainty (Continued)

3.2 Key sources of estimation uncertainty (Continued)

(iii) Allowance for impairment losses of receivables

The management establishes allowance for impairment losses of 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 2012 were $5,916,724 (2011: $5,623,127) and $7,433,182 (2011: $4,250,267) respectively.

(iv) 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 amounts of the Group’s current income tax payable and deferred tax liabilities as at 31 March 2012 were $1,288,039 (2011: $1,489,931) and $3,739,819 (2011: $3,909,228) respectively. As at 31 March 2012, the Group had unutilised tax losses of approximately $734,000 (2011: $396,000) available for set-off against future taxable profits subject to the agreement by the relevant tax authority and provisions of the tax legislations of the respective countries in which the Group operates. The deferred tax assets have not been recognised due to unpredictability of future revenue streams. Accordingly, the deferred tax assets have not been recognised in the financial statements in accordance with the accounting policy in Note 2.21 to the financial statements.


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Page 40

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 4. Property, plant and equipment (Continued)

Leasehold property 2012 2011 $ $ Company Cost

Balance at beginning and end of financial year 620,000 620,000

Accumulated depreciation Balance at beginning of financial year 24,314 12,157 Depreciation for the financial year 12,157 12,157 Balance at end of financial year 36,471 24,314

Carrying amount Balance at end of financial year 583,529 595,686 As at the end of the reporting period, the carrying amounts of plant and equipment which were acquired under finance lease arrangements were as follows:

Group 2012 2011 $ $ Office equipment 8,373 - Motor vehicles 596,049 637,565 Machinery, instrumentation and tools 6,089,503 3,348,675 6,693,925 3,986,240 Finance leased assets are pledged as a security for the related finance lease payables (Note 15). As at the end of the reporting period, the leasehold property of the Group and the Company with carrying amount of $583,529 (2011: $595,686) has been pledged to secure bank borrowings as referred to in Note 14 to the financial statements. For the purpose of consolidated statement of cash flows, the Group’s additions to property, plant and equipment were financed as follows:

Group 2012 2011 $ $ Additions of property, plant and equipment 18,286,007 6,157,958 Acquired under finance lease arrangements (3,229,855) (1,693,495)

Cash payments to acquire property, plant and equipment 15,056,152 4,464,463 As at 31 March 2012, the Group’s and the Company’s leasehold property was as follows:

Location Description Tenure

Approximate site area (sq. m.)

8A Admiralty Street #06-28 Food Xchange Singapore 757437

Factory building, office and warehouse

60 years lease from 2000

355



Page 41

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 5. Investments in subsidiaries

Company 2012 2011 $ $ Unquoted equity shares in corporations, at cost 59,583,286 52,767,287 Allowance for impairment losses (86,610) (86,610)

59,496,676 52,680,677 Movement in allowance for impairment losses during the financial year was as follows:

Company 2012 2011 $ $ Balance at beginning and end of financial year 86,610 86,610 During the current financial year, the Company carried out a review of the investments in the subsidiaries, having regard for indicators of impairment on investments in subsidiaries based on the existing performance of the relevant subsidiaries. There was no additional impairment loss resulted from the review. The particulars of the subsidiaries are as follows:

Name of company Country of

incorporation Principal activities Effective equity

interest held 2012 2011 % % Tritech Engineering &

Testing (Singapore) Pte Ltd (1)

Singapore Soil investigation, treatment and stabilisation (including grouting and grunting)

100 100

Tritech Consultants Pte.

Ltd. (1) Singapore Architectural, engineering

and land surveying; professional consultancy services

100 100

Tritech Geotechnic Pte

Ltd (1) Singapore Soil investigation, treatment

and stabilisation (including grouting and grunting)

100 100

Tritech Instruments Pte.

Ltd. (1) Singapore Supply, installation and

monitoring of all kinds of engineering instruments

100 100

Presscrete Engineering Pte

Ltd (1) Singapore Civil and structural

engineering contractors 100 100

Tritech Water Technologies

Pte. Ltd. (1) Singapore Manufacture of water and

waste treatment 100 100

SysEng (S) Pte Ltd (1) Singapore Design and development of

automation and engineering system

100 100



Page 42

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 5. Investments in subsidiaries (Continued)

Name of company Country of

incorporation Principal activities Effective equity

interest held 2012 2011 % % Terra Tritech Engineering

(M) Sdn Bhd (3) Malaysia Providing civil engineering

services 100 100

Beijing Wisetec Technologies

Co., Ltd. (4) People’s Republic

of China Business of designing,

developing, services and sale of electronic products

100 100

Tritech (Qingdao) Membrane

Industry Co., Ltd. (4) People’s Republic

of China Production of membranes for

use in waste treatment systems and water treatment system

100 100

Terratech Resources Pte

Ltd (1) Singapore General wholesale trade

(including general importers and exporters)

100 100

Held by Terratech

Resources Pte Ltd

CEP Resources Entity Sdn

Bhd (2) Malaysia Quarrying, extraction and

production of dimension stones and other marble-related products

100 100

(1) Audited by BDO LLP, Singapore (2) Audited by BDO, Malaysia (3) Audited by SE Lai Associates, Chartered Accountants, Malaysia. Not considered as significant

subsidiary under Rule 718 of the Listing manual – Section B, Rules of Catalist of the Singapore Exchange Securities Trading Limited

(4) Audited by BDO China Shu Lun Pan Certified Public Accountants LLP, People’s Republic of China Additional investments in subsidiaries During the current financial year, the Company: - increased its capital contribution in Tritech (Qingdao) Membrane Industry Co., Ltd. by $335,963

by way of injection of the intangible assets. - increased its capital contribution in Tritech (Qingdao) Membrane Industry Co., Ltd. by $6,100,000

by way of cash. - increased its investments in certain subsidiaries amounted to $380,036 pursuant to the

employee’s share options scheme granted to the certain employees of the subsidiaries. In previous financial year, the Company: - increased its paid-up capital in Tritech Water Technologies Pte. Ltd. by $4,100,000 by way of

cash. - increased its paid up capital in Tritech Engineering & Testing (Singapore) Pte Ltd by $800,000 by

way of capitalisation of the retained earnings. - increased its capital contribution in Tritech (Qingdao) Membrane Industry Co., Ltd. by $6,641,500

by way of cash.



Page 43


Acquisition of a subsidiary Acquisition of Terratech Resources Pte Ltd On 30 March 2011, the Company acquired the entire issued and paid-up capital of Terratech Resources Pte Ltd (“Terratech”) from Tritech International Holdings Pte Ltd and Mr. Chua Eng Pu (collectively, the “Vendors”). Following the acquisition, Terratech became a wholly-owned subsidiary of the Company. Terratech owns the entire issued share capital of CEP Resources Entity Sdn. Bhd., which in turn has been granted a sub-lease by the Kelantan State Economic Development Corporation in respect of a stone quarry located in Kelantan, Malaysia (the “Sub-Lease”). The Sub-Lease came with exclusive rights to explore, develop, quarry, extract, remove and sell marble and/or other stones for commercial sale or consumption for a period of thirty-three (33) years from the date of registration of the Sub-Lease (the “Limestone Business”). The purchase consideration of the acquisition was equivalent to 60% of the Limestone Valuation as determined by the independent valuer, which was satisfied by issuance of convertible preference shares. In addition, the Company will pay to the Vendors an amount equal to five percent (5%) and fifteen percent (15%) of the Limestone Valuation should Terratech achieves a consolidated audited net profit after tax of $1.0 million and $3.0 million and above for the financial year ended 31 March 2012 and financial year ending 31 March 2013, respectively (“Profit Incentives”). As at 31 March 2011, the management has obtained and received the projected profits and cashflows of Terratech for the next 10 years. Based on the projected profits, Terratech will meet the Profit Incentives. Hence, the Company will have to pay additional consideration of $3,243,060 which will be satisfied by issuance of additional convertible preference shares. As at the end of the reporting period, there has been no change to amounts recognised arising from changes in range of outcomes or valuation techniques applied. The fair values of the identifiable assets and liabilities of Terratech were finalised during the financial year based on a purchase price allocation undertaken by a professional independent valuer and the provisional gain on purchase recognised in 2011 was adjusted as follows:

Fair value recognised

on acquisition

Provisional fair value at date of

acquisition Difference $ $ $ Mining rights 16,215,300 16,215,300 - Plant and equipment 497,844 497,844 - Trade and other receivables 404,258 404,258 - Cash and cash equivalents 27,119 27,119 - Trade and other payables (1,124,944) (1,120,944) (4,000) Current income tax payable (18) (18) - Deferred tax liabilities (2,671,967) - (2,671,967) Net identified assets acquired 13,347,592 16,023,559 (2,675,967) Gain in bargain purchase* (375,353) (3,051,320) 2,675,967

Purchase consideration^ 12,972,239 12,972,239 -



Page 44


Acquisition of a subsidiary (Continued) Acquisition of Terratech Resources Pte Ltd (Continued) * Gain in bargain purchase arising on consolidation decreased to $375,353 due to additional

liabilities recognised for trade and other payables and deferred tax liabilities based on the purchase price allocation assessment that was finalised during the financial year ended 31 March 2012.

The adjustments of the provisional values of Terratech at acquisition date resulted in the

restatement of the comparative figures of statements of financial position. The details of restatement are disclosed in Note 33 of the financial statements.

2011 $ ^ Purchase consideration includes: - Issuance of 34,747,072 convertible preference shares at an issue price of $0.28 9,729,180 - Contingent consideration 3,243,060

12,972,240 From the date of acquisition, there was no contribution from Terratech to the Group’s profit for the financial year, as the acquisition was completed on 30 March 2011. If the combination has taken place at the beginning of the financial year, the Group’s profit for the financial year would have been $5,678,138 (restated) and there would be no impact on revenue for the financial year as Terratech has not generated any revenue. Acquisition-related costs amounting to $140,316 have been excluded from the consideration and have been recognised as an expense in the period, within the “Administrative expenses” line item in the consolidated statement of comprehensive income. The effects of acquisition of a subsidiary on cash flows are as follows:

2011 $ Purchase consideration 12,972,240 Less: Contingent consideration (3,243,060) 9,729,180 Satisfied by: Consideration satisfied by issuance of convertible preference shares (9,729,180) - Cash and cash equivalents acquired 27,119

Net cash inflow for acquisition of a subsidiary 27,119



Page 45

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 6. Land use right

Group 2012 2011 $ $ Cost Balance at beginning of financial year 2,120,800 - Additions 578,798 2,124,800 Currency translation differences 73,773 (4,000) Balance at end of financial year 2,773,371 2,120,800 Accumulated amortisation Balance at beginning of financial year 45,951 - Amortisation for the financial year 66,206 47,238 Currency translation differences 2,421 (1,287) Balance at end of financial year 114,578 45,951 Carrying amount Balance at end of financial year 2,658,793 2,074,849 Amount to be amortised: - Not later than one financial year 67,221 42,416 - Later than one financial year but not later than five financial

years 268,883 169,664 - Later than five financial years 2,322,689 1,862,769 The Group has land use right over 110 acres of land in the People’s Republic of China (“PRC”) where the Group’s manufacturing and production of membranes for use in waste treatment systems and water treatment system. The land use right has a remaining tenure of 49 years (2011: 50 years).

7. Mining rights

Group 2012 2011 $ $ Cost Balance at beginning of financial year 16,215,300 - Acquisition of a subsidiary (Note 5) - 16,215,300

Balance at end of financial year 16,215,300 16,215,300

Accumulated amortisation Amortisation for the financial year 491,373 -

Carrying amount Balance at end of financial year 15,723,927 16,215,300



Page 46

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 7. Mining rights (Continued)

The Group has mining rights which pertains to sub-lease of a piece of land known as Lot 1781, PN 4112, Mukim Ulu Nenggiri, Jajahan Gua Musang, Kelantan, measuring approximately 25.94 hectares which is owned by Kelantan State Economic Development Corporation. The mining rights have a remaining tenure of 32 years (2011: 33 years). There was no amortisation in the previous financial year as the acquisition of a subsidiary was completed on 30 March 2011.

8. Intangible assets

Group

Transferable club

membership Patent Development expenditure

Customer relationship Total

$ $ $ $ $ Cost

Balance at 1.4.2011 76,500 192,800 640,365 768,873 1,678,538

Additions - - 460,823 - 460,823 Currency translation

differences - 5,900 19,407 - 25,307

Balance at 31.3.2012 76,500 198,700 1,120,595 768,873 2,164,668 Accumulated amortisation

Balance at 1.4.2011 - - 115,053 128,145 243,198 Amortisation for the

financial year - 24,924 50,218 76,887 152,029 Currency translation

differences - 382 - - 382

Balance at 31.3.2012 - 25,306 165,271 205,032 395,609 Carrying amount

Balance at 31.3.2012 76,500 173,394 955,324 563,841 1,769,059

Cost

Balance at 1.4.2010 21,000 - 165,271 768,873 955,144

Additions 55,500 192,800 475,094 - 723,394

Balance at 31.3.2011 76,500 192,800 640,365 768,873 1,678,538 Accumulated amortisation

Balance at 1.4.2010 - - 56,485 51,258 107,743

Amortisation for the financial year - - 58,568 76,887 135,455

Balance at 31.3.2011 - - 115,053 128,145 243,198 Carrying amount

Balance at 31.3.2011 76,500 192,800 525,312 640,728 1,435,340 As at the end of the reporting period, the transferable club membership rights are held in trust by a Director of the Company.



Page 47

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 9. Inventories

Group 2012 2011 $ $ Construction materials 491,100 622,226 Finished goods 60,511 99,178 Raw materials 135,255 114,403

686,866 835,807 The cost of inventories recognised as an expense and included in “cost of sales” line item in profit or loss was $7,661,946 (2011: $5,975,204).

10. Trade and other receivables

Group Company 2012 2011 2012 2011 $ $ $ $ Trade receivables - third parties 4,596,980 2,614,002 - - - subsidiaries - - 943,575 911,671

4,596,980 2,614,002 943,575 911,671 Allowance for impairment

losses (50,264) - - - 4,546,716 2,614,002 943,575 911,671 Unbilled revenue - 64,815 - - Other receivables - third parties 941,089 2,586,847 - - - subsidiaries - - 4,602,716 851,496 Staff loan 29,194 42,552 - - Dividend receivable from

subsidiaries - -. 1,885,891 2,383,000 Deposits 399,725 314,911 1,000 104,100

5,916,724 5,623,127 7,433,182 4,250,267 Trade receivables are non-interest bearing and generally on 30 to 60 (2011: 30 to 60) days’ credit terms. The non-trade amounts due from subsidiaries are unsecured, non-interest bearing and repayable on demand. Unbilled revenue pertains to the works completed which have not been billed to the customers.



Page 48

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 10. Trade and other receivables (Continued)

Movements in allowance for impairment losses of trade receivables during the financial year were as follows:

Group 2012 2011 $ $ Balance at beginning of financial year - 31,712 Bad trade receivables written off against allowance - (31,712) Allowance made during the financial year 50,264 - Balance at end of financial year 50,264 - Impairment losses of trade receivables arose mainly from customers who have difficulty in settling the amount due. Trade and other receivables are denominated in the following currencies:

Group Company 2012 2011 2012 2011 $ $ $ $ Singapore dollar 4,897,629 2,857,579 7,433,182 4,250,267 Ringgit Malaysia 114,319 240,555 - - Chinese renminbi 904,776 2,524,993 - - 5,916,724 5,623,127 7,433,182 4,250,267

11. Amounts due from/(to) contract customers

Group 2012 2011 $ $ Costs incurred to date 105,429,843 76,667,996 Add: Recognised profits 63,031,218 49,650,597 Work in progress 168,461,061 126,318,593 Less: Progress billings received and receivable (137,331,134) (100,733,576) 31,129,927 25,585,017

Comprising: Amounts due from contract customers 31,722,454 26,031,597 Amounts due to contract customers (592,527) (446,580) 31,129,927 25,585,017



Page 49

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued)

12. Cash and cash equivalents

Group Company 2012 2011 2012 2011 $ $ $ $ Fixed deposits with bank 4,905,849 3,453,092 2,537,812 1,261,800 Cash and bank balances 8,255,376 17,742,535 1,360,066 5,439,879

Cash and cash equivalents on statements of financial position 13,161,225 21,195,627 3,897,878 6,701,679

Bank overdrafts (Note 14) (247,684) (208,902) Fixed deposits pledged (4,834,532) (2,887,753)

Cash and cash equivalents on consolidated statement of cash flows 8,079,009 18,098,972

Fixed deposits mature on varying periods between 1 to 16 (2011: 1 to 12) months from the end of the reporting period. The effective interest rates on the fixed deposits range from 0.05% to 1.05% (2011: 0.1% to 0.45%) per annum. The fixed deposits of the Group and the Company amounting to $4,834,532 (2011: $2,887,753) and $2,537,812 (2011: $1,261,800) respectively are pledged to banks for bankers’ guarantee and facilities granted to the Group and the Company. Cash and cash equivalents on the statements of financial position are denominated in the following currencies:

Group Company 2012 2011 2012 2011 $ $ $ $ Singapore dollar 7,477,201 9,647,844 1,360,066 5,439,879 Ringgit Malaysia 139,406 158,726 - - Indian rupee 290 290 - - United States dollar 2,559,297 1,267,263 2,537,812 1,261,800 Chinese renminbi 2,985,031 10,121,504 - - 13,161,225 21,195,627 3,897,878 6,701,679



Page 50


13. Trade and other payables

Group Company 2012 2011 2012 2011 $ $ $ $ Restated Trade payables - third parties 5,739,232 5,016,028 - - - goods and services tax payable 646,251 513,634 67,392 15,803 Accrued operating expenses 1,429,703 917,736 92,665 1,083 Accruals for Directors’ fees 216,000 180,000 216,000 180,000 Directors’ incentive bonus 719,215 588,357 719,215 588,357 Deposits received 37,516 28,836 - - Other payables - third parties 3,835,311 3,073,996 10,376 48,828 - subsidiaries - - 6,365,896 6,442,832 - ultimate holding company 1,119,752 702,100 - - 13,742,980 11,020,687 7,471,544 7,276,903 Trade payables are non-interest bearing and are normally settled between 30 to 60 (2011: 30 to 60) days. Amounts due to ultimate holding company and subsidiaries which are non-trade in nature, are unsecured and repayable on demand. Amounts due to ultimate holding company and subsidiaries are non-interest bearing except for an amount of $2,524,479 (2011: $2,040,085) due to subsidiaries which bears interest at 4.92% (2011: 4.92%) per annum. Trade and other payables are denominated in the following currencies:

Group Company 2012 2011 2012 2011 $ $ $ $ Restated Singapore dollar 10,720,494 7,772,056 7,471,544 7,276,903 United States dollar 84,942 196,223 - - British pound sterling 2,608 6,981 - - Ringgit Malaysia 172,926 615,289 - - Chinese renminbi 2,747,696 2,421,975 - - Others 14,314 8,163 - - 13,742,980 11,020,687 7,471,544 7,276,903



Page 51


14. Bank borrowings

Group Company 2012 2011 2012 2011 $ $ $ $ Current liabilities Secured

Term loan I 39,288 37,923 39,288 37,923 Term loan II 3,019,897 2,240,654 3,019,897 2,240,654

Fixed advanced facility loan (“FAFY”) 2,000,000 - - -

5,059,185 2,278,577 3,059,185 2,278,577 Unsecured Trust receipt 157,152 329,923 - - Bridging loans

- Portion of bridging loan due for repayment within one financial year which are subject to a repayment on demand clause - Bridging loan I 174,826 505,202 - - - Bridging loan II 349,653 1,010,404 - - - Bridging loan III 130,757 301,787 - -

- Portion of bridging loan due for repayment later than one financial year which are subject to a repayment on demand clause - Bridging loan I - 174,826 - - - Bridging loan II - 349,653 - - - Bridging loan III - 130,757 - -

Bank overdrafts 247,684 208,902 - - 1,060,072 3,011,454 - - 6,119,257 5,290,031 3,059,185 2,278,577

Non-current liabilities Secured Term loan I 411,304 428,915 411,304 428,915 Term loan II 5,500,000 3,021,612 5,500,000 3,021,612

5,911,304 3,450,527 5,911,304 3,450,527 12,030,561 8,740,558 8,970,489 5,729,104



Page 52

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 14. Bank borrowings (Continued)

Group Company 2012 2011 2012 2011 $ $ $ $ Current liabilities Not later than one financial year 6,119,257 5,290,031 3,059,185 2,278,577

Non-current liabilities Later than one financial year but

not later than five financial years 5,911,304 3,178,764 5,578,520 3,178,764

Later than five financial years - 271,763 332,784 271,763 5,911,304 3,450,527 5,911,304 3,450,527

12,030,561 8,740,558 8,970,489 5,729,104 The average effective interest rates per annum of the bank borrowings are as follows:

Group Company 2012 2011 2012 2011 % % % % Bank overdraft 5.00 – 9.88 5.50 – 9.88 - - Trust receipt 6.25 6.25 - - Term loan I 2.98 2.98 2.98 2.98 Term loan II 5.33 5.33 5.33 5.33 Bridging loan I 4.9 4.9 - - Bridging loan II 4.9 4.9 - - Bridging loan III 5.0 5.0 - - FAFY 4.9 - - - Secured Term loan I from a financial institution is repayable over 240 months commencing from 1 August 2009. Term loan I is secured by the first legal mortgage over the leasehold property of the Group (Note 4) and assignment of all rights and benefits over the rental income from the leasehold property. Term loan II from a financial institution is repayable over 36 months commencing from 16 March 2011. Term loan II is secured by fixed deposit, all fresh monies guarantee by certain subsidiaries, and corporate guarantee by certain subsidiaries. FAFY from a financial institution is repayable over 24 months commencing from 28 September 2011. FAFY is secured by fixed deposits charged to the financial institution. Unsecured Trust receipt has a maturity period of 4 (2011: 4) months due on 27 June 2012 (2011: 15 June 2011). Bridging loan I from a financial institution is repayable over 24 monthly instalments commencing from 20 August 2010.



Page 53

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 14. Bank borrowings (Continued)

Unsecured (Continued) Bridging loan II from a financial institution is repayable over 24 monthly instalments commencing from 20 August 2010. Bridging loan III from a financial institution is repayable over 24 monthly instalments commencing from 19 September 2010. Bank overdrafts, trust receipt, bridging loan I,II and III are secured by the corporate guarantees from the Company. The fair values of non-current bank borrowings as at 31 March 2012 approximate their carrying amount. Bank borrowings are denominated in Singapore dollar. As at the end of the reporting period, the Group and the Company have banking facilities as follows:

Group Company 2012 2011 2012 2011 $ $ $ $ Facilities granted 21,846,000 16,146,000 12,996,000 10,996,000 Facilities utilised 17,000,837 9,884,825 10,996,000 5,746,000

15. Finance lease payables

Minimum lease

payments

Future finance charges

Present value of minimum

lease payments $ $ $ Group 2012 Current liabilities Not later than one financial year 2,870,203 (230,705) 2,639,498 Non-current liabilities Later than one financial year but not later

than five financial years 1,893,879 (84,692) 1,809,187 Later than five years 5,148 (72) 5,076 1,899,027 (84,764) 1,814,263 4,769,230 (315,469) 4,453,761 2011 Current liabilities Not later than one financial year 1,123,319 (114,506) 1,008,813 Non-current liabilities Later than one financial year but not later

than five financial years 1,703,496 (103,661) 1,599,835 Later than five years 17,604 (736) 16,868 1,721,100 (104,397) 1,616,703 2,844,419 (218,903) 2,625,516



Page 54

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 15. Finance lease payables (Continued)

The effective interest rates charged during the financial year ranged between 2.90% to 10.86% (2011: 2.73% to 6.67%) per annum. The finance leases term range from between 1 to 7 years (2011: 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 secured by the corporate guarantees from the Company. The finance lease payables are denominated in Singapore dollar. As of 31 March 2012, a subsidiary has not conformed with a bank’s financial covenant for the facility granted. The bank is contractually entitled to request for immediate repayment of the outstanding loan amount in the event of breach of covenant. Accordingly, the non-current portion of the loan amounting to $786,789 of the Group has been classified as current liability in the consolidated statement of financial position. Subsequent to 31 March 2012, the management has negotiated with the bank and the bank granted waiver in respect of non-compliance on covenants as at 31 March 2012. As at the end of the reporting period, the Group and the Company have finance lease facilities as follows:

Group Company 2012 2011 2012 2011 $ $ $ $ Facilities granted 6,617,508 2,274,728 500,000 - Facilities utilised 3,558,573 1,347,588 - -

16. Loan from a shareholder Loan from a shareholder is non-trade in nature, unsecured and repayable after 24 months from 3 November 2011. Loan from a shareholder bears interest at 6.2% (2011: Nil%) per annum. The loan is stated at cost although it should have been stated at fair value at inception with the subsequent measurement of the loan at amortised cost using the effective interest rate method. This is because the fair value at the inception approximates its fair value as at 31 March 2012. The loan from a shareholder is denominated in Singapore dollar.



Page 55


17. Deferred tax liabilities

The deferred tax is represented after appropriate offsetting as follows:

Group 2012 2011 $ $ Restated Deferred tax assets (85,118) (83,546) Deferred tax liabilities 3,824,937 3,992,774 3,739,819 3,909,228 Movements in deferred tax assets and liabilities during the financial year were as follows: Deferred tax assets

Provision for unutilised

leave

Unabsorbed capital

allowance Total $ $ $ Group Balance at 1.4.2010 9,886 - 9,886 Credited to profit or loss 28,167 45,493 73,660 Balance at 31.3.2011 38,053 45,493 83,546 (Charged)/Credited to profit or loss (18,991) 20,563 1,572 Balance at 31.3.2012 19,062 66,056 85,118 Deferred tax liabilities

Mining rights

Property, plant and

equipment

Fair value of intangible

assets

Total $ $ $ $ Group Balance at 1.4.2010 - 903,932 140,967 1,044,899 Acquisition of a subsidiary - As previously reported - - - - - Restatement 2,671,967 - - 2,671,967 - As restated 2,671,967 - - 2,671,967 Charged to profit or loss - 275,908 - 275,908 Balance at 31.3.2011, as restated 2,671,967 1,179,840 140,967 3,992,774 Credited to profit or loss (83,533) (39,190) (45,114) (167,837) Balance at 31.3.2012 2,588,434 1,140,650 95,853 3,824,937

18. Share capital

Group and Company 2012 2011 $ $ Ordinary shares 41,967,325 31,208,545 Convertible preference shares - 9,729,180 41,967,325 40,937,725



Page 56


18. Share capital (Continued) 18.1 Ordinary shares

Group and Company 2012 2011 $ $ Issued and fully-paid 249,335,021 (2011: 236,583,021) ordinary shares

at beginning of financial year 31,208,545 27,918,093 Issuance of Nil (2011: 8,220,000) ordinary shares

pursuant to placement - 2,219,400 Issuance of 4,000,000 (2011: 4,532,000) ordinary shares

from conversion of warrants 1,029,600 1,178,320 Issuance of 34,747,072 (2011: Nil) ordinary shares upon

conversion of convertible preference shares 9,729,180 - Share issue expenses - (107,268) 288,082,093 (2011: 249,335,021) ordinary shares

at end of financial year 41,967,325 31,208,545 The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares, which have no par value, carry one vote per share without restriction. On 1 October 2010, the Company issued 8,220,000 placement shares at $0.27 per share for cash. The proceeds from the issuance of placement shares will be used for general business capital purposes and business development. As at 31 March 2012, there were 50,613,755 (2011: 54,613,755) outstanding warrants to subscribe for ordinary shares of the Company at an exercise price of $0.25 per share. There was no share options granted under the “Tritech Group Performance Share Plan” by the Company during the financial year.

18.2 Convertible preference shares As at 30 March 2011, there were 34,747,072 convertible preference shares (“CPS”) issued and allotted to the Vendors for acquisition of a subsidiary, Terratech. The CPS was issued at an issue price of $0.28 each and are mandatory convertible into conversion shares at the conversion ratio. The CPS is not entitled to dividends and the shareholders have no voting rights. During the financial year, all CPS were converted into ordinary shares of the Company. Under the Profit Incentives, a contingent consideration of $3,243,060 was recognised at fair value at the acquisition date as part of the purchase consideration which will be satisfied by issuance additional CPS. Contingent consideration was classified as “other reserve” as discussed in Note 19.4 to the financial statements.



Page 57

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 19. Reserves

Reserves comprise the following:

Group Company 2012 2011 2012 2011 $ $ $ $ Restated Other reserve 3,243,060 3,243,060 3,243,060 3,243,060 Employee share option reserve 550,601 - 550,601 - Warrants reserve 373,694 403,294 373,694 403,294 Foreign currency translation account (171,375) (820,644) - - Retained earnings 17,747,365 16,245,376 6,884,492 6,669,650 21,743,345 19,071,086 11,051,847 10,316,004

19.1 Employee share option reserve

The Company has a share option scheme for all employees of the Group under the Tritech Group Employee Share Option Scheme (the “Scheme”). The Scheme is administered by the Remuneration Committee. Market price is based on the average of the last done prices for the shares of the Company on the Singapore Exchange Securities Trading Limited for the five market days preceding the date of grant. The Remuneration Committee may at its discretion fix the exercise price at a discount not exceeding 20% to the above price. Options are forfeited if the employee leaves the Group before the options vested.

Balance at

beginning of

financial year

Granted during

the financial

year

Not accepted/ forfeited

during the financial

year

Balance at

end of financial

year Remaining

life Exercise

price Fair

value Vesting period

$ $

At 31 March 2012 Exercisable at market price - 2,460,000 (60,000) 2,400,000 9 years 0.30 414,524 1 year

- 480,000 - 480,000 4 years 0.30 64,991 1 year

- 2,940,000 (60,000) 2,880,000 Exercisable at 20% discount of market price - 2,460,000 (60,000) 2,400,000 9 years 0.24 460,111 2 years

- 480,000 - 480,000 4 years 0.24 74,919 2 years

- 2,940,000 (60,000) 2,880,000

Total - 5,880,000 (120,000) 5,760,000

Weighted average exercise

price

Number of

options $ Options granted 0.27 5,760,000

Outstanding as at 31 March 2012 0.27 5,760,000



Page 58

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 19. Reserves (Continued)

19.1 Employee share option reserve (Continued)

The fair value of options granted on 7 July 2011, determined using the Binomial pricing model amounted to $1,014,545. The significant inputs into the model were as follows:

Share options

Other than the Group

Non-Executive Director Group Non-Executive

Director Exercise price ($) 0.30 0.24 0.30 0.24 Share price at the date of grant ($) 0.295 0.295 0.295 0.295 Exercise price ($) 0.300 0.240 0.300 0.240 Expected volatility (%) 77.66 79.37 76.45 74.35 Expected option life (years) 5.5 6.0 3.0 3.5 Annual risk-free interest rate (%) 1.21 1.41 0.50 0.61 Expected dividend yield (%) 1.86 1.86 1.86 1.86 Expected volatility was determined by calculating the historical volatility of the comparable companies. The expected option life used in the model was adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

19.2 Warrants reserve In the previous financial year, the Company issued 59,145,755 warrants at an issue price of $0.01 for each warrant. Each warrant carries the right to subscribe for one new ordinary share in the capital of the company at an exercise price of $0.25 for each new share, on the basis of one warrant for every four existing ordinary shares held by the shareholders of the Company. Movements in this reserve are set out in statements of changes in equity. The assigned fair value of the warrants is capitalised as warrants reserve. The value of warrants, when exercised by the holder, is capitalised as share capital. At the expiry of the warrants, if the warrants are not exercised, the balance of the warrants reserve account in respect of the warrants not exercised will become a distributable reserve.

19.3 Foreign currency translation account The foreign currency translation 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. Movement in this account is set out in statements of changes in equity.

19.4 Other reserve Other reserve represents the amount set aside as contingent consideration recognised at fair value at the acquisition date as part of the purchase consideration for the acquisition of Terratech. Contingent consideration will not be remeasured and its subsequent settlement will be accounted for within equity.



Page 59

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 20. Revenue

Group 2012 2011 $ $ Sales of goods 532,486 504,882 Services rendered 81,706 3,837,675 Revenue from construction contracts 50,951,788 42,594,698

51,565,980 46,937,255

21. Other income

Group 2012 2011 $ $ Gain on disposal of plant and equipment 683 167,549 Rental income 175,553 185,172 Compensation claim 284,113 16,997 Government grants – Job credit 20 36,256 Government grants - others 153,782 - Sundry income 151,615 77,759 765,766 483,733

22. Finance costs

Group 2012 2011 $ $ Bank charges 76,517 196,756 Interest on: - Bank overdraft 30,084 5,099 - Finance leases 179,199 124,515 - Term loans 499,265 29,879 - Bridging loans 87,558 117,552 - Shareholder’s loan 51,667 -

924,290 473,801



Page 60

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 23. Profit before income tax

In addition to the charges and credits disclosed elsewhere where in the notes to the financial statements, the above includes the following charges:

Group 2012 2011 $ $ Cost of sales Cost of inventories 7,661,946 5,975,204 Depreciation of plant and equipment 1,963,892 2,132,181

Distribution expenses Depreciation of plant and equipment 126,729 121,669

Administrative expenses Depreciation of property, plant and equipment 429,650 436,267 Operating leases expenses 577,033 559,117

Other expenses Amortisation of intangible assets 152,029 135,455 Amortisation of land use right 66,206 47,238 Amortisation of mining rights 491,373 - Depreciation of property, plant and equipment 662,418 281,841 Foreign exchange loss, net 34,486 33,212 Plant and equipment written off 104,796 2,480 Operating leases expenses 474,054 404,223 Allowance for doubtful trade receivables – third parties 50,264 - Audit fees paid to auditors - auditors of the Company 160,000 144,000 - other auditors 25,100 19,451 Non-audit fees paid to auditors - auditors of the Company 32,600 32,600 - other auditors 720 1,945 The profit before income tax also includes:

Group 2012 2011 $ $ Employee benefits expense - salaries, bonuses and other benefits 20,577,215 16,736,014 - contributions to the defined contribution plan 2,501,611 1,852,444 - employee share option scheme 550,601 -

23,629,427 18,588,458



Page 61

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 23. Profit before income tax (Continued)

The employee benefits expense is recognised in the following line items of profit or loss:

Group 2012 2011 $ $ Cost of sales 16,713,420 13,731,629 Administrative expenses 4,513,131 3,121,208 Other expenses 2,402,876 1,735,621 23,629,427 18,588,458 The above includes the amounts shown as Directors’ remuneration in Note 29 to the financial statements.

24. Income tax expense

Group 2012 2011 $ $ Current income tax - current financial year 1,257,913 1,340,626 - over provision in prior financial years (127,364) (428,049) 1,130,549 912,577 Deferred tax - current financial year (98,409) 89,609 - (over)/under provision in prior financial years (71,000) 112,639 (169,409) 202,248 Total income tax expense recognised in profit or loss 961,140 1,114,825 Reconciliation of effective income tax rate

Group 2012 2011 $ $ Restated Profit before income tax 3,096,467 6,805,315 Income tax calculated at statutory tax rate of 17% 526,399 1,156,904 Effect of different tax rates in other countries (149,409) (35,697) Tax effect of expenses not deductible for income tax purposes 902,301 458,248 Tax effect of income tax exemption (86,968) (97,047) Tax effect of income not subject for tax purposes (2,698) (122,457) Deferred tax assets not recognised in profit or loss 118,345 64,204 Utilisation of deferred tax assets previously not recognised (9,474) - Tax incentive under Productivity and Innovation Credit (177,275) - Others 38,283 6,080 Over provision of current income tax in prior financial years (127,364) (428,049) (Over)/Under provision of deferred tax in prior financial years (71,000) 112,639 961,140 1,114,825



Page 62

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 24. Income tax expense (Continued)

The movements of unrecognised deferred tax assets are as follows:

Group 2012 2011 $ $ Balance at beginning of financial year 77,983 13,779 Amount not recognised during financial year 118,345 64,204 Amount utilised during the financial year (9,474) - Balance at end of financial year 186,854 77,983 The unrecognised deferred tax assets arise from the following temporary differences:

Group 2012 2011 $ $ Property, plant and equipment 60,130 10,651 Unutilised tax losses 124,828 67,332 Other 1,896 - 186,854 77,983 As at 31 March 2012, the Group has unutilised tax losses of approximately $734,000 (2011: $396,000) which is available for set-off against future taxable profits subject to the agreement by the relevant tax authorities and provisions of the relevant tax legislations of the respective countries in which the Group operates. 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 2.21 to the financial statements.

25. Earnings per share Basic earnings per share is calculated by dividing the profit for the financial year attributable to owners of the parent by the weighted average number of ordinary shares in issue during the financial year as follows:

Group 2012 2011 Restated Profit for the financial year attributable to owners of the

parent ($) 2,135,327 5,690,490 Weighted average number of ordinary shares in issue during

the financial year applicable to basic earnings per share 251,530,895 243,156,543 Basic earnings per share (in cents) 0.85 2.34 For the purpose of calculating diluted earnings per share, the Group’s net profit attributable to equity holders and the weighted average number of ordinary shares in issue are adjusted for the effects of all dilutive potential ordinary shares.



Page 63

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 25. Earnings per share (Continued)

Diluted earnings per share amounts are calculated by dividing the profit attributable to owners of the parent by the weighted average number of ordinary shares outstanding during the financial year plus the weighted average number of ordinary shares that would be issued on the conversion of all dilutive potential ordinary shares into ordinary shares.

Group 2012 2011 Restated The calculation of the diluted earnings per share is based on: Profit for the financial year attributable to owners of the

parent ($) 2,135,327 5,690,490 Weighted average number of ordinary shares in issue during

the financial year applicable to basic earnings per share 251,530,895 243,156,543 Effect of dilution

- Convertible preference shares - 34,747,072

- Warrants 50,613,755 54,613,755

- Employee share option scheme 2,016,602 - Weighted average number of ordinary shares adjusted for

effect of dilution 304,161,252 332,517,370 Diluted earnings per share (in cents) 0.70 1.71

26. Dividends

Group and Company 2012 2011 $ $ Interim tax-exempt dividends paid of $0.0025 per share in

respect of financial year ended 31 March 2012 633,338 - Final tax-exempt dividends paid of $0.005 per share in respect

of financial year ended 31 March 2010 - 1,183,074 The Directors of Company recommend a final tax-exempt dividend of $0.0025 (2011: $Nil) per share amounting to approximately $720,205 (2011: $Nil) be paid in respect of current financial year. This final dividend has not been recognised as a liability as at the end of the reporting period as it is subject to approval by shareholders at the Annual General Meeting of the Company.



Page 64

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 27. Operating lease commitments

Group as lessee As at the end of the reporting period, there were operating leases for rental payable for premises in subsequent accounting periods as follows:

Group 2012 2011 $ $ Future minimum lease payments - Not later than one financial year 1,089,357 855,242 - Later than one financial year but not later than five financial

years 2,607,733 2,162,322 - Later than five financial years 171,386 685,545 3,868,476 3,703,109 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. There were no renewal options or arrangements entered for contingent rent payments. Group as lessor As at the end of the reporting period, future minimum rentals receivable for premises under non-cancellable operating leases at the end of the reporting period are as follows:

Group 2012 2011 $ $ Future minimum lease receivables - Not later than one financial year 63,045 166,681 - Later than one financial year but not later than five financial

years 1,040 26,975

64,085 193,656 All leases include a clause to enable upward revision of the rental charge of an annual basis based on prevailing market conditions. There were no renewal options or arrangements entered for contingent rent payments.

28. Capital commitments As at the end of the reporting period, the Group had the following capital commitments:

2012 2011 $ $ Purchase of plant and equipment contracted but not provided

for 264,965 408,060



Page 65

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 29. Significant related party transactions

A related party is defined as follows: (a) A person or a close member of that person’s family is related to the Group and the Company

if that person: (i) Has control or joint control over the Company; (ii) Has significant influence over the Company; or (iii) Is a member of the key management personnel of the Group or the Company or of a

parent of the Company.

(b) An entity is related to the Group and the Company if any of the following conditions applies: (i) The entity and the Company are members of the same group (which means that each

parent, subsidiary and fellow subsidiary is related to the others). (ii) One entity is an associate or joint venture of the other entity (or an associate or joint

venture of a member of a group of which the other entity is a member). (iii) Both entities are joint ventures of the same third party. (iv) One entity is a joint ventures of a third entity and the other entity is an associate of

the third entity. (v) The entity is a post-employment benefit plan for the benefit of employees of either

the Company is itself such a plan, the sponsoring employers are also related to the Company.

(vi) The entity is controlled or jointly controlled by a person identified in (a). (vii) A person identified in (a)(i) has significant influence over the entity or is a member of

the key management personnel of the entity (or of a parent of the entity). Associates are related parties and include those that are associates of the holding and/or related companies. The Group’s and the Company’s transactions and arrangements are with related parties and the effect of these on the basis determined between the parties is reflected in these financial statements. During the financial year, in addition to these disclosed elsewhere in these financial statements, the Group entities and the Company entered into the following transactions with related parties:

Group Company 2012 2011 2012 2011 $ $ $ $ With ultimate holding company Rental charged by ultimate

holding company 314,262 221,400 - - Utilities charged by ultimate

holding company 118,626 88,249 - - Leasing of copier charged by

ultimate holding company - 193 - - Printing and stationery charged

by ultimate holding company - 1,085 - - Parking fee charged by ultimate

holding company 840 840 - - Staff secondment charged to

ultimate holding company - 21,654 - - Accounting fee charged to

ultimate holding company 15,680 9,600 - - Rental deposit charged by

ultimate holding company 27,556 12,000 - -



Page 66


29. Significant related party transactions (Continued)

Group Company 2012 2011 2012 2011 $ $ $ $ With subsidiaries Loan from subsidiaries - - 2,635,000 6,800,000 Loan to a subsidiary 2,511,748 1,200,000 Management fee income - - 1,781,915 1,247,312 Dividend income - - 1,800,000 1,000,000 Loan interest charged by

subsidiaries - - 90,050 98,389 Loan interest charged to

subsidiaries - - 7,979 - Accounting fee charged by

subsidiary 29,600 - Recharge of expenses by

subsidiaries - - 1,046 23,220 Recharge of expenses to

subsidiaries - - 47,881 46,122 Settlement of liabilities on

behalf by subsidiaries - - 916,654 915,072 Settlement of liabilities on

behalf of subsidiaries - - 2,342,929 27,053 With related parties Accounting fee charged to

related parties 3,250 - - - Purchase of motor vehicle - 15,000 - - Rental of office equipment 79,920 - - - Rental of vehicle expenses - 6,350 - - Recharge of expenses to related

parties 19,774 3,677 - - 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 2012 2011 2012 2011 $ $ $ $ Directors’ fees 216,000 180,000 216,000 180,000 Short-term benefits 2,752,222 2,585,324 1,046,110 1,370,985 Post-employment benefits 142,912 101,484 27,270 24,039 Employee share option scheme 313,028 - 170,514 - 3,424,162 2,866,808 1,459,894 1,575,024



Page 67


29. Significant related party transactions (Continued)

Compensation of key management personnel (Continued) The above includes the following remuneration to the Directors of the Company and directors of a subsidiary:

Group Company 2012 2011 2012 2011 $ $ $ $ Directors of the Company Directors’ fees 216,000 180,000 216,000 180,000 Short-term benefits 1,362,242 1,968,011 1,046,110 1,370,985 Post-employment benefits 36,360 46,396 27,270 24,039 Employee share option scheme 170,514 - 170,514 -

1,785,116 2,194,407 1,459,894 1,575,024 Directors of a subsidiary Short-term benefits 371,351 555,668 - - Post-employment benefits 12,815 22,357 - - Employee share option scheme 19,794 - - - 403,960 578,025 - - 2,189,076 2,772,432 1,459,894 1,575,024

30. Segment reporting Management has determined the operating segments based on the reports reviewed by the chief operating decision maker. A segment is a distinguishable component of the Group that is engaged either in 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. Management monitors the operating results of the segments separately for the purposes of making decisions about resources to be allocated and of assessing performance. Segment performance is evaluated based on operation profit or loss which is similar to the accounting profit or loss. Income taxes are managed by the management of respective entities within the Group. The accounting policies of the operating segments are the same of those described in the summary of significant accounting policies. There is no asymmetrical allocation to reportable segments. Management evaluates performance on the basis of profit or loss from operation before tax expense not including non-recurring gains and losses and foreign exchange gains or losses. There is no change from prior periods in the measurement methods used to determine reported segment profit or loss. The Group accounts for intersegment sales and transfer if the sales or transfers were to third parties, which approximate market prices. These intersegment transactions are eliminated on consolidation. Inter-segment pricing is determined on an arm’s length basis.



Page 68

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 30. Segment reporting (Continued)

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise corporate assets, liabilities and expenses. Segment assets consist primarily of property, plant and equipment, inventories, receivables and cash and cash equivalents. Segment liabilities comprise operating liabilities and exclude tax liabilities. 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 three 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.

c) Water treatment which comprises water treatment consultancy, manufacture of water

treatment membranes and water quality monitoring.


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Page 73

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 30. Segment reporting (Continued)

The Group’s business segments operate in three main geographical areas. The non-current assets are based on the location of those assets. Location of non-current assets

Singapore

People’s Republic of

China Malaysia Total $ $ $ $ 2012 Non-current assets 16,763,322 16,156,353 16,605,656 49,525,331

2011 Non-current assets 12,187,661 5,097,924 16,715,288 34,000,873 Non-current assets consist of property, plant and equipment, land use right, mining rights and intangible assets as presented in the statements of financial position of the Group.

31. Financial instruments, financial risks 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 from 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. 31.1 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 approximately 72% (2011: 44%) of the total trade receivables amount as at 31 March 2012. The Company has no significant concentration of credit risk except for amounts due from subsidiaries in the Company’s statement of financial position. As at the end of the reporting period, the Group’s and the Company’s maximum exposure to credit risk are represented by the carrying amounts of the financial assets on the statements of financial position. The Group’s and Company’s major classes of financial assets are cash and cash equivalents, and trade and other receivables.



Page 74

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 31. Financial instruments, financial risks and capital management (Continued)

31.1 Credit risk (Continued)

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 credit terms. The age analysis of trade receivables that are past due is as follows:

Gross

receivables Impairment Gross

receivables Impairment 2012 2012 2011 2011 $ $ $ $ Group Past due 1 to 30 days 532,758 - 286,699 - Past due 30 to 60 days 64,418 - 38,296 - Past due 60 to 90 days 160,506 - 6,672 - Past due over 90 days 200,800 (50,264) 239,617 -

Company Past due 1 to 30 days 90,987 - 109,424 - Past due 30 to 60 days 67,196 - 79,291 - Past due 60 to 90 days 67,196 - 79,291 - Past due over 90 days 556,675 - 531,515 - The impaired trade receivables arose mainly from sales to customers who have difficulty in settling the amount due.

31.2 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, Ringgit Malaysia, Chinese renminbi and British pound sterling. Exposure to foreign currency risk is monitored on an on-going basis to ensure that the net exposure is at an acceptable level. As at the end of the reporting period, 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 Group and the Company transact business mainly in Singapore dollar, Ringgit Malaysia, United States dollar, Chinese renminbi and British pound sterling.



Page 75


31.2 Market risk (Continued)

(i) Foreign currency risk (Continued)

The following table details the Group’s and the Company’s sensitivity to a 5% change in Singapore dollar against the Ringgit Malaysia, United States dollar, Chinese renminbi and British pound sterling. The sensitivity analysis assumes an instantaneous 5% change in the foreign currency exchange rates from the end of the reporting period, 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 Ringgit Malaysia, United States dollar, Chinese renminbi and British pound sterling are included in the analysis.

Increase/(Decrease) Profit or Loss 2012 2011 $ $ Group Ringgit Malaysia Strengthened against Singapore dollar 66,576 (10,800) Weakened against Singapore dollar (66,576) 10,800 United States dollar Strengthened against Singapore dollar 127,146 - Weakened against Singapore dollar (127,146) - Chinese renminbi Strengthened against Singapore dollar (185,786) - Weakened against Singapore dollar 185,786 - British pound sterling Strengthened against Singapore dollar (716) (349) Weakened against Singapore dollar 716 349 Ringgit Malaysia Strengthened against Chinese renminbi 11,972 - Weakened against Chinese renminbi (11,972) - Company United States dollar Strengthened against Singapore dollar 126,891 63,090 Weakened against Singapore dollar (126,891) (63,090) The potential impact of foreign exchange rate fluctuation on profit or loss of the Group as described in the sensitivity analysis above is attributable mainly to foreign exchange rate fluctuations the Group’s exposure on non-reporting currency receivables and payables as at the end of the reporting period.



Page 76


31.2 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 as at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the end of the reporting period was outstanding for the whole year. The sensitivity analysis assumes an instantaneous 5% (2011: 5%) change in the interest rates from the end of the reporting period, with all variables held constant. If the interest rate increases/decreases by 5% (2011: 5%), the profit before income tax of the Group will increase/(decrease) by $29,709 (2011: $23,941).

31.3 Liquidity risk Liquidity risks refer to the risks in which the Group and the Company encounter 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 maintain 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 are expected to receive or pay.



Page 77


31.3 Liquidity risk (Continued)

Within one financial

year

Later than one financial

year but within

five financial years

Later than five financial

years Total $ $ $ $ Group 2012 Financial assets Non-interest bearing 5,916,724 - - 5,916,724 Interest bearing 13,161,225 - - 13,161,225

19,077,949 - - 19,077,949

Financial liabilities Non-interest bearing 13,742,980 - - 13,742,980 Interest bearing 9,555,783 9,922,377 476,338 19,954,498

23,298,763 9,922,377 476,338 33,697,478

2011 Financial assets Non-interest bearing 5,623,127 - - 5,623,127 Interest bearing 21,195,627 - - 21,195,627 26,818,754 - - 26,818,754

Financial liabilities Non-interest bearing 11,020,687 - - 11,020,687

Interest bearing 3,650,365 4,155,690 4,684,712 12,490,767 14,671,052 4,155,690 4,684,712 23,511,454



Page 78


31.3 Liquidity risk (Continued)

Within one financial

year

Later than one financial

year but within five

financial years

Later than five financial

years Total $ $ $ $ Company 2012 Financial assets Non-interest bearing 7,433,182 - - 7,433,182 Interest bearing 3,897,878 - - 3,897,878 11,331,060 - - 11,331,060


11,148,021 8,051,908 391,197 19,591,126

2011 Financial assets Non-interest bearing 4,250,267 - - 4,250,267 Interest bearing 6,701,679 - - 6,701,679 10,951,946 - - 10,951,946


9,803,949 3,494,682 510,478 13,809,109

31.4 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. 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 2011. 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.



Page 79


31.4 Capital management policies and objectives (Continued)

Group Company 2012 2011 2012 2011 $ $ $ $ Total debt 32,227,302 22,386,761 18,442,033 13,006,007 Less: Cash and cash

equivalents (13,161,225) (21,195,627) (3,897,878) (6,701,679) Net debt 19,066,077 1,191,134 14,544,155 6,304,328 Total equity 63,710,670 60,008,811 53,019,172 51,253,729 Total capital 82,776,747 61,199,945 67,563,327 57,558,057

Gearing ratio 23.0% 1.9% 21.5% 11.0% The Group and the Company are in compliance with all externally imposed capital requirements for the financial years ended 31 March 2012 and 2011.

31.5 Fair value of financial assets and financial liabilities The carrying amounts of the Group’s and the Company’s cash and cash equivalents, trade and other current receivables and payables approximate their respective fair values due to the relative short term maturity of these financial instruments. The fair values of non-current liabilities in relation to finance lease payables, bank borrowings and loan from a shareholder are disclosed in Notes 14, 15 and 16 to the financial statements. The fair values of financial assets and liabilities are determined as follows: ● the fair value of financial assets and financial liabilities with standard terms and

conditions and traded on active liquid markets are determined with reference to quoted market prices; and

● the fair value of other financial assets and financial liabilities (excluding derivative

instruments) are determined in accordance with generally accepted pricing models based on discounted cash flow analysis.

The management considers that the carrying amounts of the financial assets and financial liabilities recorded at amortised cost in the financial statements approximate their fair values. The Group and the Company classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels: ● Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities; ● Level 2 - inputs other than quoted prices included within Level 1 that are observable for

the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

● Level 3 - inputs for the asset or liability that are not based on observable market data

(unobservable inputs).



Page 80

TRITECH GROUP LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 (Continued) 32. Contingent liabilities

Company As at the end of the reporting period, there were contingent liabilities in respect of corporate guarantee given by the Company for finance lease payables and credit facilities granted to subsidiaries amounted to $4,276,721 (2011: $2,844,419) and $960,072 (2011: $5,150,000) respectively. As at the end of the reporting period, the Directors are of the opinion that no losses are expected to arise from the above guarantees.

33. Restatements and comparative figures

In the previous financial year, provisional gain on bargain purchase arising from the acquisition of Terratech was recognised on a provisional basis. During the financial year, the Group finalised the fair values for the acquisition of Terratech with the additional allocation of fair values to deferred tax liabilities and trade and other payables. The gain on bargain purchase and the allocations to each CGU are disclosed in Note 5. The effects of restatement on 2011 comparative figures are summarised as follows:

As previously

reported Restatement As restated $ $ $ Group Statements of financial position As at 31 March 2011 Deferred tax liabilities (1,237,261) (2,671,967) (3,909,228) Trade and other payables (11,016,687) (4,000) (11,020,687) Reserves 21,747,053 (2,675,967) 19,071,086

Consolidated statement of comprehensive income For the financial year ended 31 March 2011 Gain on bargain purchase of a subsidiary 3,051,320 (2,675,967) 375,353

Consolidated statement of cash flows For the financial year ended 31 March 2011 Profit before income tax 9,481,282 (2,675,967) 6,805,315 Gain on bargain purchase of a subsidiary (3,051,320) 2,675,967 (375,353)

The above has no impact on the Group’s statement of financial position as at 1 April 2010.


Statistics of ordinary ShareholdingsAs at 18 June 2012

SHARE CAPITAL

Issued and Fully Paid-up Ordinary Share Capital Class of Ordinary Shares Number of Ordinary Shares Voting Rights

::::

S$43,331,649.42 Ordinary Shares 292,082,093 1 vote per Ordinary Share

DISTRIBUTION OF SHAREHOLDINGS

SIZE OF SHAREHOLDINGSNO. OF

SHAREHOLDERS %NO. OF

SHARES %

1 -999 300 38.41 4,654 0.00

1,000 -10,000 241 30.86 893,068 0.31

10,001 -1,000,000 218 27.91 24,624,012 8.43

1,000,001 AND ABOVE 22 2.82 266,560,359 91.26

TOTAL 781 100.00 292,082,093 100.00

TWENTY LARGEST SHAREHOLDERS

NO. NAME NO. OF SHARES %

1 TRITECH INTERNATIONAL HOLDINGS PTE LTD 196,320,777 67.21

2 UOB KAY HIAN PTE LTD 11,120,016 3.81

3 OCBC SECURITIES PRIVATE LTD 10,990,108 3.76

4 HONG LEONG FINANCE NOMINEES PTE LTD 6,706,000 2.30

5 TAN GUAN HONG 4,913,063 1.68

6 LEE SUI HEE 4,000,000 1.37

7 MAYBAN NOMINEES (S) PTE LTD 3,624,000 1.24

8 CITIBANK NOMINEES SINGAPORE PTE LTD 3,557,000 1.22

9 CHUA ENG PU 3,299,295 1.13

10 MAYBANK KIM ENG SECURITIES PTE LTD 2,991,008 1.02

11 LIM KEN CHAI 2,180,000 0.75

12 SEAH KEE KHOO 2,000,000 0.68

13 SIA LING SING 2,000,000 0.68

14 YONG KAH TECK 2,000,000 0.68

15 LEONG CHOON ONN 1,800,000 0.62

16 TAN LEE WAH 1,600,000 0.55

17 CHONG WENG HOE 1,500,000 0.51

18 HSBC (SINGAPORE) NOMINEES PTE LTD 1,434,000 0.49

19 BANK OF SINGAPORE NOMINEES PTE LTD 1,200,000 0.41

20 ACE PACIFIC CAPITAL PTE LTD 1,185,000 0.41

TOTAL 264,420,267 90.52


Statistics of ordinary ShareholdingsAs at 18 June 2012

SUBSTANTIAL SHAREHOLDERS

NO. NAME OF SUBSTANTIAL SHAREHOLDER DIRECT INTEREST % DEEMED INTEREST %

1 Tritech International Holdings Pte Ltd (1) 196,320,777 67.21 7,501,500 2.572 Wang Xiaoning (2) - - 203,822,277 69.78

Notes:

(1) Tritech International Holdings Pte Ltd’s deemed interest as reflected in the table above is held by virtue of the 7,501,500 Warrants held by it. On 29 March 2012, 32,314,777 convertible preference shares which were issued and allotted to Tritech International Holdings Pte Ltd on 30 March 2011 were automatically converted into new ordinary shares allotted and issued to Tritech International Holdings Pte Ltd.

(2) Dr Wang Xiaoning is deemed interested in the 196,320,777 Shares and 7,501,500 Warrants held by Tritech International Holdings Pte Ltd by virtue of his 30.2% shareholding interest in Tritech International Holdings Pte Ltd.

Based on the information available to the Company as at 18 June 2012, approximately 32.41% of the ordinary issued shares of the Company are held by the public. Accordingly, Rule 723 of the Listing Manual (Section B: Rules of Catalist) of the Singapore Exchange Securities Trading Limited has been complied with.


StatIStICS oF WarrantHoLDInGSAs at 18 June 2012

DISTRIBUTION OF WARRANTHOLDINGS

SIZE OF WARRANTHOLDINGSNO. OF

WARRANTHOLDERS %NO. OF

WARRANTS %

1 - 999 7 3.41 3,050 0.00

1,000 - 10,000 97 47.32 296,750 0.64

10,001 - 1,000,000 91 44.39 11,452,700 24.57

1,000,001 AND ABOVE 10 4.88 34,861,255 74.79

TOTAL 205 100.00 46,613,755 100.00

TWENTY LARGEST WARRANTHOLDERS

NO. NAME NO. OF WARRANTS %

1 MAYBAN NOMINEES (S) PTE LTD 10,218,255 21.92

2 TRITECH INTERNATIONAL HOLDINGS PTE LTD 7,501,500 16.09

3 LEE SUI HEE 6,000,000 12.87

4 UNITED OVERSEAS BANK NOMINEES PTE LTD 2,885,000 6.19

5 DBSN SERVICES PTE LTD 1,853,000 3.98

6 UOB KAY HIAN PTE LTD 1,569,500 3.37

7 LEONG CHOON ONN 1,500,000 3.22

8 MAYBANK KIM ENG SECURITIES PTE LTD 1,232,000 2.64

9 TAN GUAN HONG 1,052,000 2.26

10 SEAH KEE KHOO 1,050,000 2.25

11 PHILLIP SECURITIES PTE LTD 991,700 2.13

12 RAFFLES NOMINEES (PTE) LTD 945,000 2.03

13 SIA LING SING 850,000 1.82

14 YONG KAH TECK 500,000 1.07

15 DBS VICKERS SECURITIES (S) PTE LTD 496,000 1.06

16 CHENG WA SING 469,000 1.01

17 TAN YUNG TJIEN 400,000 0.86

18 CHEE PEK KHAN 356,000 0.76

19 YAP WEE KHEONG 350,000 0.75

20 MAO CHANGJIANG 340,000 0.73

TOTAL 40,558,955 87.01


NOTICE IS HEREBY GIVEN that the 4th Annual General Meeting of the Company will be held at 31 Changi South Avenue 2 Singapore 486478 on Friday, 27 July 2012 at 9.00 a.m. to transact the following business:

As Ordinary Business

1. To receive and adopt the Directors’ Report and the Audited Accounts for the financial year ended 31 March 2012 together with the Auditors’ Report thereon. Resolution 1

2. To approve a final dividend of 0.25 Singapore cents one-tier tax exempt dividend per share for the financial year ended 31 March 2012. Resolution 2

3. To approve the payment of Directors’ fees of S$216,000 for the financial year ended 31 March 2012. Resolution 3

4. To re-elect Professor Yong Kwet Yew retiring pursuant to Article 99 of the Articles of Association of the Company. (See Explanatory Notes) Resolution 4

5. To re-elect Dr Wang Xiaoning retiring pursuant to Article 99 of the Articles of Association of the Company. (See Explanatory Notes) Resolution 5

6. To re-appoint BDO LLP as Auditors of the Company 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:

General Authority to Allot and Issue Shares

7. That, pursuant to Section 161 of the Companies Act, Chapter 50 (“Companies Act”) and Rule 806(2) of the Listing Manual Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited (the “SGX-ST”) (“Rules of Catalist”), authority be and is hereby given to the Directors to:

(a) (i) allot and 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;

at any time and upon such terms and conditions and for such purposes and to such persons as the Directors shall in their absolute discretion deem fit, and

(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors while this Resolution was in force,

provided always that:

1) the aggregate number of Shares to be issued pursuant to this Resolution (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed one hundred per cent. (100%) of the total number of issued Shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), provided that 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 this Resolution) does not exceed fifty per cent. (50%) of the total number of issued Shares (excluding treasury shares) in the capital of the Company;

notICe oF annUaL GeneraL MeetInG


2) (subject to such manner of calculation as may be prescribed by the Rules of Catalist), for the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph (1) above, the percentage of total issued Shares shall be based on the total number of issued Shares (excluding treasury shares) in the capital of the Company at the time of passing of this Resolution, after adjusting for:

(a) new Shares arising from the conversion or exercise of any convertible securities outstanding at the time this authority is given;

(b) (where applicable) new Shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time of passing of this Resolution, provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the Rules of Catalist; and

(c) any subsequent bonus issue, consolidation or subdivision of Shares;

3) in exercising the authority conferred by this Resolution, the Directors shall comply with the Rules of Catalist for the time being in force (unless such compliance has been waived by the SGX-ST), all applicable legal requirements under the Companies Act, and otherwise, and the Memorandum and Articles of Association for the time being of the Company; and

4) (unless revoked or varied by the Company in general meeting), the authority conferred by this Resolution 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 earlier.

(See Explanatory Notes) Resolution 7

8. The Proposed Renewal of the Share Buy Back Mandate

That:

(a) the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire Shares not exceeding in aggregate the Maximum Limit (as hereinafter defined), at such price(s) as may be determined by the Directors of the Company from time to time up to the Maximum Price (as hereinafter defined), whether by way of:

(i) market purchase(s) (each a “Market Purchase”) on the SGX-ST; and/or

(ii) off-market purchase(s) (each an “Off-Market Purchase”) effected otherwise than on the SGX-ST in accordance with any equal access scheme(s) as may be determined or formulated by the Directors of the Company as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Listing Manual of the SGX-ST (“Listing Manual”),

and otherwise in accordance with all other laws and regulations, including but not limited to, the provisions of the Companies Act, the Memorandum and Articles of Association of the Company and the listing rules of the SGX-ST as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the “Share Buy Back Mandate”);

(b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Buy Back Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the passing of this Resolution and expiring on the earliest of:

(i) the conclusion of the next Annual General Meeting of the Company is held or date by which such Annual General Meeting is required to be held;

(ii) the date on which the Share buy-backs are carried out to the full extent mandated; or

(iii) the date on which the authority contained in the Share Buy Back Mandate is varied or revoked;



(c) for purposes of this Resolution:

“Maximum Limit” means ten per cent. (10%) of the total issued ordinary shares of the Company as at the date of the passing of this Resolution, unless the Company has effected a reduction of the share capital of the Company (other than a reduction by virtue of a share buy-back) in accordance with the applicable provisions of the Companies Act, at any time during the Relevant Period (as hereinafter defined) in which event the issued ordinary shares of the Company shall be taken to be the total number of the issued ordinary shares of the Company as altered by such capital reduction (the total number of ordinary shares shall exclude any ordinary shares that may be held as treasury shares by the Company from time to time);

“Relevant Period” means the period commencing from the date of the passing of this Resolution and expiring on the date the next Annual General Meeting of the Company is held or is required by law to be held, whichever is the earlier, after the date of this Resolution;

“Maximum Price”, in relation to a Share to be purchased or acquired, means the purchase price (excluding brokerage, stamp duties, commission, applicable goods and services tax and other related expenses) which shall not exceed:

(i) in the case of a Market Purchase, five per cent. (5%) above the average of the closing market prices of the Shares over the five (5) Market Days on which transactions in the Shares were recorded before the day on which the Market Purchase was made by the Company and deemed to be adjusted for any corporate action that occurs after the relevant five (5)-day period; and

(ii) in the case of an Off-Market Purchase pursuant to an equal access scheme, fifteen per cent. (15%) above the average of the closing market prices of the Shares over the five (5) Market Days on which transactions in the Shares were recorded before the day on which the Company makes an announcement of an offer under the Off-Market Purchase scheme stating the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase, and deemed to be adjusted for any corporate action that occurs after the relevant five (5)-day period; and

“Market Day” means a day on which the SGX-ST is open for trading in securities;

(d) the number of Shares which may in aggregate be purchased or acquired by the Company during any one financial year of the Company shall be subject to the Maximum Limit;

(e) the Directors of the Company and/or any of them be and are hereby authorised to deal with the Shares purchased by the Company, pursuant to the Share Buy Back Mandate in any manner as they think fit, which is permitted under the Companies Act; and

(f) the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including without limitation, to execute all such documents as may be required and to approve any amendments, alterations or modifications to any documents), as they and/or he may consider desirable, expedient or necessary to give effect to the transactions contemplated by this Resolution. (See Explanatory Notes)

Resolution 8

9. Authority to Issue Shares under the Tritech Group Employee Share Option Scheme

That pursuant to Section 161 of the Companies Act, the Directors of the Company be authorised and empowered to offer and grant options under the Tritech Group Employee Share Option Scheme (the “Scheme”) and to issue from time to time such number of Shares in the capital of the Company as may be required to be issued pursuant to the exercise of options granted by the Company under the Scheme, whether granted during the subsistence of this authority or otherwise, provided always that the aggregate number of additional ordinary Shares to be issued pursuant to the Scheme and the Plan (as defined below) collectively shall not exceed fifteen per cent. (15%) of the total number of issued Shares (excluding treasury shares) in the capital of the Company from time to time and that such authority shall, unless revoked or varied by the Company in a general meeting, 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 earlier. (See Explanatory Notes) Resolution 9



10. Authority to Issue Shares under the Tritech Group Performance Share Plan

That pursuant to Section 161 of the Companies Act, the Directors of the Company be authorised and empowered to offer and grant awards under the Tritech Group Performance Share Plan (the “Plan”) and to issue from time to time such number of Shares in the capital of the Company as may be required to be issued pursuant to the exercise of awards granted by the Company under the Plan, whether granted during the subsistence of this authority or otherwise, provided always that the aggregate number of additional ordinary Shares to be issued pursuant to the Scheme and the Plan collectively shall not exceed fifteen per cent. (15%) of the total number of issued Shares (excluding treasury shares) in the capital of the Company from time to time and that such authority shall, unless revoked or varied by the Company in a general meeting, 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 earlier.

(See Explanatory Notes) Resolution 10

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

By Order of the Board

Lee Pih PengCompany Secretary Singapore, 12 July 2012

Notes:

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

Where a member appoints two proxies, he shall specify the proportion of his shareholding to be represented by each proxy 2. in the instrument appointing the proxies.

A member of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote on its 3. 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 forty-eight (48) hours before the time for holding the forthcoming Annual General Meeting of the Company.

Explanatory Notes on Ordinary Business to be transacted:

Resolution 4

Professor Yong Kwet Yew will, upon re-appointment as a Director of the Company, remain as Non-Executive Chairman and Independent Director, Chairman of the Nominating Committee and Remuneration Committee and a member of the Audit Committee. Professor Yong Kwet Yew is considered by the Board of Directors to be independent for the purpose of Rule 704(7) of the Rules of Catalist.

Resolution 5

Dr Wang Xiaoning will, upon re-appointment as a Director of the Company, remain as the Managing Director and a member of the Nominating Committee.



Explanatory Note on Special Business to be transacted:

Resolution 7

The Ordinary Resolution 7 proposed in item 7 above, if passed, will empower the Directors of the Company, from the date of the forthcoming Annual General Meeting of the Company until the next Annual General Meeting of the Company, to allot and issue Shares and convertible securities in the Company, without seeking any further approval from Shareholders in a general meeting but within the limitation imposed by Ordinary Resolution 7, 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 Ordinary Resolution 7 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 Ordinary Resolution 7. 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 fifty 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 Ordinary Resolution 7.

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 Ordinary Resolution 6, 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 above, if passed, renews the Share Buy Back Mandate and will authorise the Directors, from time to time, to purchase shares subject to and in accordance with the Rules of Catalist and such other laws and regulations as may for the time being be applicable.

The rationale for, the authority and limitation on, the source of funds to be used for the purchase or acquisition including the amount of financing and an illustration on the financial impact of a purchase or acquisition of shares by the Company pursuant to the Share Buy Back Mandate on the audited accounts of the Group and the Company for the financial year ended 31 March 2012 are set out in greater detail in the Addendum to this report.

Resolution 9

The Ordinary Resolution 9 proposed in item 9 above, if passed, will empower the Directors of the Company, from the date of the forthcoming Annual General Meeting of the Company until 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 such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to issue Shares in the Company pursuant to the exercise of options granted or to be granted under the Scheme (when added with Shares issued by the Company pursuant to the exercise of awards granted or to be granted under the Plan) up to a number not exceeding in total (for the entire duration of the Scheme) fifteen per cent. (15%) of the total number of issued Shares (excluding treasury shares) in the capital of the Company from time to time.

Resolution 10

The Ordinary Resolution 10 proposed in item 10 above, if passed, will empower the Directors of the Company, from the date of the forthcoming Annual General Meeting of the Company until 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 such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to issue Shares issued by the Company pursuant to the exercise of awards granted or to be granted under the Plan (when added with Shares issued by the Company pursuant to the exercise of options granted or to be granted under the Scheme) up to a number not exceeding in total (for the entire duration of the Plan) fifteen per cent. (15%) of the total number of issued Shares (excluding treasury shares) in the capital of the Company from time to time.


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

proXY ForMANNUAL GENERAL MEETING(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 (“AGM”) to be held at 31 Changi South Avenue 2 Singapore 486478 on Friday, 27 July 2012 at 9.00 a.m. I/We* direct my/our proxy/proxies* to vote for or against the Resolutions to be proposed at the AGM as indicated hereunder. 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 AGM.

No. Ordinary Resolutions relating to

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 Directors’ Report, Audited Financial Statements and Auditors’ Report for the financial year ended 31 March 2012

Resolution 2 To approve a final dividend of 0.25 Singapore cents one-tier tax exempt dividend per share for the financial year ended 31 March 2012

Resolution 3 Directors’ fees for the financial year ended 31 March 2012Resolution 4 Re-election of Professor Yong Kwet Yew as Director of the

CompanyResolution 5 Re-election of Dr Wang Xiaoning as Director of the

CompanyResolution 6 Re-appointment of BDO LLP as Auditors of the CompanyResolution 7 General authority to allot and issue SharesResolution 8 The proposed renewal of the Share Buy Back MandateResolution 9 Authority to issue Shares under the Tritech Group

Employee Share Option SchemeResolution 10 Authority to issue Shares under the Tritech Group

Performance Share PlanNotes:* Please delete accordingly.** Please indicate your vote “For” or “Against” with an “x” within the box provided.*** 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____________ 2012

Total No. of Shares No. of Shares

In CDP Register

In Register of Members_________________________________________Signature(s) of Member(s)/Common Seal

IMPORTANT:

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

This Proxy Form is not valid for use by CPF investors and shall be ineffective 1. for all intents and purposes if used or purported to be used by them.

CPF investors who wish to attend the Annual General Meeting as an observer 2. 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:

Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository 1. 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 entire number of ordinary Shares in the Company registered in your name(s).

A member entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and 2. vote instead of him. A proxy need not be a member of the Company.

Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his/her 3. shareholdings (expressed as a percentage of the whole) to be represented by each proxy.

The instrument appointing a proxy or proxies, together with the power of attorney (if any) under which it is signed or a 4. 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 forty-eight (48) hours before the time appointed for holding the AGM.

The instrument appointing a proxy or proxies shall be in writing under the hand of the appointor or of his attorney duly 5. 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.

A corporation which is a member may authorise by resolution of its directors or other governing body such person as it 6. thinks fit to act as its representative at the AGM, in accordance with Section 179 of the Companies Act, Chapter 50.

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 forty-eight (48) hours before the time appointed for holding the AGM, as certified by The Central Depository (Pte) Limited to the Company.

• Specialist Engineering Division

- Provision of geotechnical instrumentation and monitoring services, geotechnical & geological site explorations, investigations, analysis & testing for general and infrastructure construction

- Provision of design, consultancy and project management services for infrastructure, environmental, geotechnical, civil and rock engineering works

- Provision of products and related services that deploy Machine-to-Machine (M2M) technology

- Supply and installation of Tritech’s own brand of geotechnical instruments

• Ground and Structural Engineering Division

- Provision of ground engineering services such as soil improvement by jet grouting, design and installation of soil nails, ground anchors and micropiles, design and build of retaining wall systems for slope cutting and stabilisation, and basement evacuation projects

- Provision of structural engineering services such as structural inspection and repair, design and build of post-tension systems for buildings and bridges

• Manufacturing of membranes for water treatment and desalination systems, portable small-to-medium scale desalinators

• Production and sale of bottled drinking water and dispensers; and marketing of related technologies, systems and services

• Supply of water quality monitoring products and services

Engineering Business Water-Related Business

Corporate Information

BOARD OF DIRECTORSProfessor Yong Kwet Yew Non-Executive Chairman and Independent DirectorDr Wang Xiaoning (Jeffrey Wang) Managing DirectorDr Cai Jungang Executive DirectorDr Loh Chang Kaan Executive DirectorMr Lim Yeok Hua Independent DirectorMr Aw Eng Hai Independent Director

NOMINATING COMMITTEEProfessor Yong Kwet Yew ChairmanMr Lim Yeok HuaMr Aw Eng HaiDr Wang Xiaoning (Jeffrey Wang)

AUDIT COMMITTEEMr Lim Yeok Hua ChairmanProfessor Yong Kwet YewMr Aw Eng Hai

REMUNERATION COMMITTEEProfessor Yong Kwet Yew ChairmanMr Lim Yeok HuaMr Aw Eng Hai

COMPANY SECRETARYLee Pih Peng, MBA, LLB

REGISTERED OFFICE2 Kaki Bukit Place #07-00Tritech BuildingSingapore 416180Tel: (65) 6848 2567Fax: (65) 6848 2568

SHARE REGISTRAR AND SHARE TRANSFER OFFICEBoardroom Corporate & Advisory Services Pte. Ltd.50 Raffles Place #32-01Singapore Land TowerSingapore 048623

AUDITORS AND INDEPENDENT AUDITORSBDO LLPPublic Accountants and Certified Public Accountants21 Merchants Road #05-01Royal Merukh S.E.A. BuildingSingapore 058267Partner-in-charge: Leong Hon Mun Peter(Appointed since the financial year ended 31 March 2010)

PRINCIPAL BANKERSStandard Chartered BankMarina Bay Financial Centre (Tower 1)8 Marina Boulevard, Level 24Singapore 018981

DBS Bank12 Marina Boulevard #43-04DBS Asia Central @ MBFC Tower 3Singapore 018982

Oversea-Chinese Banking Corporation Limited65 Chulia Street #29-00OCBC CentreSingapore 049513

TRITE

CH

GR

OU

P LIM

ITED

Annual R

eport 2012

Tritech Group Limited2 Kaki Bukit Place #07-00

Tritech Building, Singapore 416180Tel: (65) 6848 2567 Fax: (65) 6848 2568

www.tritech.com.sg


AnnuAl RepoRt 2012

Aligned for the Next Phase of Growth

Established in 1999, Tritech Group Limited (“Tritech” and its subsidiaries the “Group”) is a leading specialist engineering group with an excellent reputation as a provider of geotechnical, ground and structural engineering services to a broad range of industries, such as infrastructure, oil & gas, commercial and high-end residential property developments. Led by an experienced management team of highly qualified professionals that includes seven PhD holders, the Group is one of few engineering groups in Singapore with the technical expertise and capabilities to provide services that span across the entire value chain.

Over the years, the Group has established a strong foothold in projects for government statutory boards such as the Jurong Town Corporation, Land Transport Authority, Housing and Development Board and Public Utilities Board. It has a proven track record in a multitude of high profile public and private sector projects in Singapore, including the MRT Circle and Downtown Lines, the Jurong Rock Cavern in Jurong Island and Reflections @ Keppel Bay.

As part of the Group’s strategy to strengthen and diversify its income streams in the long term, Tritech is presently expanding into the water and waste water treatment systems businesses (“Water-related Business”) and the resources business.

Tritech was listed on SGX Catalist in Singapore on 21 August 2008.

engineers

Water

Resources

Documents

Resources - Tritech Group Limited(Appointed since the financial year ended 31 March 2010) PRINCIPAL BANKERS Standard Chartered Bank Marina Bay Financial Centre (Tower 1) 8 Marina Boulevard,