Trikona Trinity CapitalPLC Trinity Trikona 2009 ended31March theyear For Accounts Report & 09 Report & Accounts 01 Annual Report & Accounts 2009 Contents Chairman’s Statement 2 Investment Portfolio Summary 5 Investment Manager’s Report 6 Development Project Update 10 Equity Holdings 20 Directors’ Report 26 Statement of Directors' Responsibilities 27 Corporate Governance Statement 28 Report of the Independent Auditors 29 Consolidated Income Statement 30 Consolidated Balance Sheet 31 Company Balance Sheet 32 Statements of Changes in Equity 33 Consolidated Cash Flow Statement 34 Notes to the Financial Statements 35 Valuation Letter 48 Company Information Back page Trikona Trinity Capital PLC 2 Chairman’s Statement Martin Adams Chairman of Trikona Trinity Capital PLC Dear Shareholder, The difficult conditions experienced in international financial markets in the past 18 months caused a sea change in shareholders’ perceptions of the prospects for Indian real estate, from which the Company was not immune. Shareholders adopted a new investment policy for the Company in March 2009, which led to significant changes in the Board to oversee its implementation. In line with the new investment policy, strategies relating to each of the investments held by Trikona Trinity Capital PLC (“TTC”) are currently under reconsideration and a comprehensive review of the Company’s structure and operations is being undertaken. Although dealing with these fundamental changes at the Company are challenging, we are making good progress. During the financial year to 31 March 2009, the If the Company's Ordinary Shares are trading at Company’s Net Asset Value (“NAV”) declined by a price below the NAV per Ordinary Share, the 25% from £1.51 to £1.13 per share. The Group Company shall immediately effect a return of incurred a loss per share of £0.24 (2008: profit of capital through a cash distribution to Shareholders. £0.27) after allowing for a fair value loss on the revaluation of investments of £163 million. The fall The Company shall continue to seek new investment in NAV was mitigated by the positive effects of an opportunities. If the Company's Ordinary Shares are 8% depreciation of UK sterling against the Indian trading at a price above the NAV per Ordinary Share, rupee during the year. As stated in the Company’s the Board will selectively determine, on a periodic Admission Document, TTC does not hedge currency basis, whether or not to make new investments.” risk exposures between UK sterling and the Indian rupee. The Company’s share price experienced a Implementation of the new Investment Policy has substantial drop during the last financial year, and required, with the assistance of the Manager, a at its lowest was £0.23 per share representing a detailed review of the performance and strategies discount to the last previously published NAV of 83%. with regard to each of the Company’s investments, with a view to accelerating realisation timetables At an Extraordinary General Meeting held on 24 without unduly comprising projected returns. March 2009 (“EGM”), shareholders approved the Inevitably, the time frames envisaged for realising following new Investment Policy for the Company: development properties remains longer than those projected for listed and unlisted equity investments. “The Company shall promptly but having due The recent buoyant Indian stock market conditions regard to all applicable legal, governmental and will, hopefully, permit the acceleration of realisations regulatory constraints and with a view to maximising of our non-project specific Indian investee companies shareholder value, dispose of all its assets in an and the Manager is currently focused particularly on orderly fashion. supporting these companies through to flotation. 3 Annual Report & Accounts 2009 Returns on the project development assets will be and cancel up to 70% of the Company's ordinary slower to generate and are crucially dependent on shares through a general share buy-back or our partners, licensing, marketing and construction. tender offer(s). The Board will consider the most New investments and follow-ons by TTC are, in appropriate methods of distributing cash taking into effect, on hold except where required to protect the account the views of shareholders. Company’s original investment and/or where legal obligations exist. New investment opportunities Remuneration of the Manager aside, the Company’s will, however, be considered as and when the operating costs of £2.6 million incurred in the financial Company’s share price exceeds NAV. year to 31 March 2009 were equivalent to 1.0% of period end NAV. Including payments to the Manager The Company is not conducting a fire sale of its and its related parties, operating costs amounted to assets and remains committed to maximising 7.5% of NAV. The Audit Committee is undertaking, shareholder value by selling investments only when with the assistance of the Administrator, a thorough it is appropriate to do so. TTC’s investments in review of all operating costs with a view to bringing Pipavav Shipyard Limited and IL&FS Transportation expenses down to more normal levels. Networks Limited are progressing towards IPOs in India and realisation opportunities will arise as One of the more significant challenges we face is the a consequence. On the other hand, as site realignment of the Manager’s interests with those of development has not commenced on either the the Company in the context of the new Investment Uppal IT Park – ‘Tech Oasis’ or Luxor Cyber City Policy. The existing investment management projects, realisation prospects are more distant. agreement is long term in nature and incentivises the Although TTC holds interests in 16 different Manager to invest and maximise returns over the companies/projects, the performance and longer term. It is not easy to switch investment strategy, realisation risk with respect to 8 of the investments particularly in relation to development properties. is concentrated on three independent developers: Nevertheless, the Manager has assured the Board SKIL, Rustomjee and the Dynamix Balwas group. that they will implement the new Investment Policy The development and performance risk with respect even without changes to the management agreement to 5 investments, comprising 26.8% of the portfolio and incentives. Since the EGM, the Manager has at current valuations, rests with Panthera renegotiated existing investment agreements and Developers, a company related to the Manager. released the Company from £12.9 million of previously Disposal proceeds from realised investments will contracted commitments. During our continuing be distributed periodically to shareholders after discussions, TTC will endeavour to clarify and simplify taking into consideration on going liabilities. If the multiple service relationships that exist with parties investment realisations are implemented as connected to the Manager and/or its principals. currently planned, the Board expects that the Company will be able to return to Shareholders Valuations of real estate assets in an emerging in the order of £100 million within the 24 month economy such as India’s remains a challenge, timescale announced in March 2009. particularly as all investments are held through complex corporate structures and comparables are few and can At 31 March 2009, the Company held £60 million be difficult. In valuing TTC’s investments, the Audit in cash. Of this amount, £13.2 million was held Committee is advised by CB Richard Ellis and Protiviti as a reserve against investment commitments Consulting. As required by the Company’s Admission and approvals. Since the end of March, the Document, property valuations have been carried out Company has distributed £12 million through the in accordance with the Valuation Standards (6th repurchase of 21,367,702 shares, equivalent to Edition) of the Royal Institute of Chartered 9.2% of TTC’s share capital before the buyback Surveyors. Although the Company had adopted a new commenced. The Board has authority to purchase Investment Policy prior to the end of the financial year, Trikona Trinity Capital PLC 4 Chairman’s Statement (cont.) there has been no material change to the valuation resigned. Steve Coe joined the board and heads methodology applied as compared with previous the Audit Committee. I was asked to assume years’ valuations. the Chairmanship. Of the four current directors, only Pradeep Verma is remunerated by a During the last two years, the Company has shareholder. As such, the Board is independent developed an important partnership with of the shareholders and we are acting in the SachsenFonds Asset Management GmbH interests of the Company and shareholders as (“SachsenFonds”), a leading German fund manager. a whole. The Board hopes to appoint one further In 2007 and 2008, SachsenFonds completed the independent director with Indian real estate launch of two India-focused closed end real estate experience in due course. funds in Germany which acquired significant inter- ests in TTC’s assets. During the last financial year, Being a Director of TTC has never been for the the second SachsenFonds vehicle acquired assets faint-hearted and has been a far more demanding for £54.3 million from TTC, crystallising a gain of role than many other AIM-listed investment £16.5 million over cost for the Company. Although the vehicles. As such, I should like to express the Company announced that it intended to sell further Board’s gratitude for the services and efforts of assets to a third fund launched by SachsenFonds, the Michael, Paul, Bill, Rak and Andrzej. vehicle failed to complete its capital raising and that new fund is, to all intents and purposes, dead. TTC Other material changes which occurred with respect had invested £26 million in companies in India to the operation of TTC during the last financial year (shorty after the collapse of Lehman Brothers) in include the appointment of a new Nominated anticipation of selling a significant portion of some of Adviser, Evolution Securities and new brokers, those assets to the third SachsenFonds vehicle.