Agentes oxidantes

You should read the following discussion of our financial condition and results of operations together with our audited restated financial statements prepared in accordance with paragraph B of Part II of Schedule II to the Companies Act and SEBI Guidelines, including the schedules, annexure and notes thereto and the reports thereon, which appear beginning on page [
] of this DRHP. You are also advised to read the Section titled ‘Risk Factors’ beginning on page [
] of this DRHP, which discusses a number of factors and contingencies that could impact our financial condition and results of operations and cash flows. Unless otherwise stated, the financial information used in this section is derived from our audited restated financial statements. Our financial year ends on March 31 of each year. Accordingly, all references to a particular financial year are to the twelve-month period ended March 31 of that year except where the figures are discussed for the 9-month period ended December 31, 2007.

Overview

We are a real estate developer with primary focus on the National Capital Region of India and Tier II and Tier III cities in the adjoining states of Haryana and Uttar Pradesh. We have a diversified portfolio of real estate developments including residential and commercial projects. Our operations span across all aspects of real estate development, from the identification and acquisition of land, to the planning, execution and marketing of our projects.

We commenced our business operations from the city of Agra in the year 2001 and since the year 2005 we have shifted our primary focus on the NCR and been engaged in developing various projects in and around the NCR. As of April 21, 2008 we have developed 7 projects delivering approximately 5.28 million square feet of both residential and commercial developed areas. These developments include 2 premium residential apartment projects, 1 farm housing project, 2 housing villa project and 2 commercial showrooms.

As of April 21, 2008, we have 6 ongoing projects on which we have made considerable progress and have incurred almost 50% of the requisite project cost towards the planned developments. The ongoing projects translate in development of approximately 8.55 million square feet of both residential and commercial projects including 4 group housing projects, 1 housing villa project and 1 club and hotel project. These projects are being developed over an area of approximately 121.61 acres of land located in towns of Faridabad, Agra, (Vrindavan) Mathura and Ghaziabad in the state of Uttar Pradesh. Further, our 22 forthcoming projects are again a mix of both residential and commercial developments. Of these 22 projects, there are 16 projects for which we have already acquired the required portions of land to the tune of approximately 197.18 acres for our 7 residential developments and approximately 24.85 acres for our 9 commercial developments. Thus, as on April 21, 2008, we hold approximately 343.64 acres of land including development rights on which we are at various stages of development process. Apart from these we have 6 projects (2 residential and 4 commercial) which are proposed to be developed in Gurgaon, Haryana.

Of these 16 planned projects for which land is acquired and are under various stages of approval for development we have 7 projects in the residential segment and 9 projects in the commercial segment. The residential developments include 4 group housing projects, 1 integrated township and 2 developed plots. The group housing projects are being developed in Faridabad, Rewari and Dharuhera in the state of Haryana, the integrated township is being developed in Faridabad and developed plots in Ghaziabad and Agra both in Uttar Pradesh. Of our planned commercial developments 6 projects are being developed in strategic sectors i.e. 3 each in Sector-78 and Sector-89 of Faridabad, 1 in Agra and 1 in Greater NOIDA. We believe that we are well poised to benefit from the unprecedented growth being witnessed in the real estate sector in the country. The satellite towns around Delhi have been witnessing a spectacular growth in terms of infrastructure and employment, propelled by MNCs which have set up state-of-the-art offices here, thus bringing in a cosmopolitan culture. Over a period of time we have been moving to newer locations where we believe to have potential and strategic business interests to our company. We are also gradually diversifying our offerings by developing commercial complexes and IT Parks. Today, we have evolved as one of the key player in real estate development in the fastest growing regions in and around NCR.

As of April 21, 2008, we have land reserves including development rights of approximately 343.64 acres, of which approximately 121.61 acres represents ongoing projects which are currently under development and on which almost 50% of the development is complete and approximately 222.03 acres for the planned projects which are under various stages of approval for development.

Additionally, there are 6 projects – 2 residential and 4 commercial for which we have not acquired any land though have made arrangements. However, we have identified the requisite land parcels and have also entered into arrangements /

agreements for the procurement of the same. Besides acquiring land for these projects, we are in the process of acquiring further lands to expand our business activities. Although land prices have increased substantially in recent years, we recognize that our business growth is dependent on replenishing our land reserves, and so we are currently engaged in an extensive land acquisition program.

Factors Affecting Our Results of Operations

Variation in realisable price for the properties developed by us

The prices of our properties are determined principally by market forces of supply and demand. We price our sale of properties by reference to market rates for similar types of properties in the same locality and on the prevailing market supply and demand conditions of similar properties (similar in terms of usage whether residential or commercial, the quality of construction and other attributes like amenities, etc.) at the time we complete development of our real estate projects. Supply and demand conditions in the real estate market in the areas in which we operate, and hence the prices we may charge for our properties, are affected by various factors outside our control, including prevailing local economic, income and demographic conditions, interest rates available to purchasers requiring financing, the availability of comparable properties completed or under development, changes in governmental policies relating to zoning and land use, changes in applicable regulatory schemes, and competition from other real estate development firms.

Ability to construct and sell the properties developed by us

For the properties we intend to sell, we follow the percentage of completion method of revenue recognition. Under this method, our revenue from sales depends upon the volume of bookings we are able to obtain for our developments as well as the rate of progress of construction of our projects. Our bookings depend upon our ability to identify suitable types of developments that will meet customer preferences and market trends, and to market and pre-sell our projects; and the willingness of customers to pay for developments or enter into sale agreements well in advance of receiving possession of the properties. Construction progress depends on various factors, including the availability of labour and raw materials, the prompt receipt of regulatory clearances, access to utilities such as electricity and water, and the absence of contingencies such as litigation and adverse weather conditions.

Cost and availability of land for our proposed projects

The profitability of our business is dependent on our land acquisition costs and the availability of land for our projects. Our growth is linked to the availability of land in areas where we intend to develop projects. Any government regulations that restrict the acquisition of land or increased competition for land may therefore adversely affect our operations. In addition, excess supply of land will lower the cost of the land and therefore potentially lower the market value of our projects. The cost of acquisition of land, which includes the amounts paid for freehold rights, leasehold rights, cost of registration and stamp duty, represents a substantial part of our project cost.

We acquire land from the government and governmental authorities and private parties. The lands we acquire from governmental or development authorities are generally through a tender process, wherein the highest bidder is selected for allotment of land, which are in some cases subject to qualification under technical or financial parameters. In certain cases, the governmental authorities fix a reserve price for the land and all bids below this price are rejected. We are typically required to enter into a deed of conveyance or a lease deed transferring title or leasehold rights in our favour. The registration charges and stamp duty are also typically payable by us. We also acquire the right to develop properties through collaboration with other entities, which own the land. The other party is typically given the option, as consideration, to either share the sale proceeds in a pre-determined proportion depending upon the nature of the project and the location of the land or to receive a pre-determined percentage of the developed area which such party may market at its expense.

Costs related to construction of our projects

Construction costs include the cost of raw materials such as steel, cement, wood, flooring materials and other accessories, as well as payments to construction contractors. Raw material prices, particularly those of cement and steel, can be volatile and are subject to factors affecting the Indian and international commodity markets. The timing and quality of construction of the projects we develop depends on the availability and skill of these contractors and consultants, as well as contingencies affecting them, including labour and raw material shortages.

Interest rate fluctuations affecting our costs and demand for our developed projects

Our results of operations, and the purchasing power of our real estate customers, are substantially affected by prevailing interest rates and the availability of credit in the Indian economy. Our ability to borrow funds for the development of our real estate projects is affected in part by the prevailing interest rates available to us from lenders. Changes in prevailing interest rates also affect our interest expense in respect of our borrowings, and our interest income in respect of our interest

on short-term deposits with banks and loans to associates. Significantly, the interest rate at which we may borrow funds, and the availability of capital to us for development purposes, affects our results of operations by limiting or facilitating the number of projects we may undertake and determining the return which we must obtain from our projects to meet our obligations under our borrowings.

Changes in interest rates also affect the ability and willingness of our prospective real estate customers, particularly the customers for our residential properties, to obtain financing for their purchases of units in our developments. The interest rate at which our real estate customers may borrow funds for the purchase of our properties affects the affordability and purchasing power of, and hence the market-demand for, our real estate developments.

Tax benefits in India with regard to real estate development

Based on current Indian tax laws and regulations, upon completion of our projects we expect to become eligible for certain special tax benefits. These include:

- Section 80-IB of the Income Tax Act which provides for tax benefits applicable to housing projects, upon the satisfaction of certain conditions;

- Section 80-ID of the Income Tax Act applicable to profits from the hotel business; and - Section 80-IAB, Section 115-JB and Section 115-O relating to SEZ developments.

These special and other tax benefits are described in the section titled “Statement of Tax Benefits” beginning on page [
] of this Draft Red Herring Prospectus.

In the event such tax benefits are not available to us due to any change in law or a change in the nature of our projects whereby we are not eligible to avail the benefits of various provisions of the Income Tax Act, the effective tax rates payable by us may increase and consequently our financial condition may be affected. Indian tax policies also affect the affordability of our properties to our residential real estate customers, as principal payments (subject to a maximum amount) and interest payments on mortgages for residential properties are deductible up to certain amounts from personal income taxes in India. The continuation of these tax benefits cannot be assured, and their non-renewal or elimination may adversely affect our business.

Economic, income and demographic conditions in India having impact on demand for our offerings

We currently perform all of our real estate development activities in India and all of our projects are located in India. As a consequence, our results of operations are significantly affected by factors influencing the Indian real estate development industry and the Indian economy generally. Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy, could adversely impact our business and financial performance. For example, our management believes that demand for our real estate developments may be substantially affected by future growth in key sectors of the Indian economy, such as information technology, biotechnology research and development, call centre support and outsourcing. If growth is sustained in these sectors, our management believes that such growth may drive demand for new commercial real estate projects to accommodate business expansion and hotel projects to accommodate business travel, and that any resulting increase in the number of and disposable incomes of employees of such businesses may drive demand for new residential, retail and hotel properties to cater to the housing, shopping and travel needs of persons employed by such businesses.

For more information on these and other factors/developments which have or may affect us, please refer to section “Risk Factors”, “Our Industry” and “Our Business” on pages [
],[
] and [
] respectively.

Discussion on Results of Operations

Income

Our income from operations of real estate developments have grown from Rs.157 million in Fiscal 2005 to Rs.2314 million in Fiscal 2007. For the nine months ended December 31, 2007 our income from operations were Rs.3214 million. Our consolidated results have affected our income from operations only for the Fiscal 2007 which was Rs.3387 million for that year.

In the past, we have obtained our revenues from the sale of both developed and ongoing residential projects including premium apartments, farmhouses, housing villas and group housing either through our company or through the partnership firm bought out by us. Since the year in which we commenced our business we have developed approximately 5.3 million square feet of which almost all of these developments have been sold over the years. Besides, there are ongoing projects with developable area of approximately 8.6 million square feet which are developed to the tune of almost 50% of our planned construction. We have followed ‘Percentage of Completion Method’ of accounting to recognize revenues for sale of some of these ongoing projects.

The major source of our future revenues would be our ongoing and forthcoming projects, which are described in the sections titled “Our Business” on page [
] and “Objects of the Issue” on page [
] of this DRHP.

Expenditure

We account for all expenses incurred for a specific project as “Project Related Costs” for such project. All operating expenses which are not specific to a particular project are accounted for separately as employee cost, administrative, selling and other expenses. Depreciation and finance cost are not included in Project Related Cost. Our total expenditure comprises of project related cost, employee cost, administrative and selling cost, finance cost and depreciation.

Project Related Costs

Project Related Costs consists of the cost of acquisition of land and the cost of acquisition of development rights, cost of building materials, cost of construction, project financing cost directly attributable to the projects and other cost which includes direct advertisement costs, commission and statutory costs and allocated expenses.

Employee Costs

Our employee cost comprises of salaries, wages, allowances and bonuses paid to employees, and other staff welfare expenses. Remuneration paid to Directors is also included under this head.

Administrative and Selling Costs

Our administrative cost relates to expenses incurred for general administration that are not assignable to any specific project. These include, amongst other things, repairs and maintenance not attributable to a project, electricity charges, travel expenses and the costs of maintaining vehicles, legal and auditor fees and other miscellaneous expenses that are not specified for a particular project.

Our selling cost relates to the cost of business promotion and the costs of advertisement and publicity that are not attributable to any specific project.

Finance Cost

The finance charges incurred by us include interest charges payable by us on term loans, interest charges on loans for purchase of certain vehicles and equipments and financial charges like processing fees for loans, bank guarantees not attributable to a specific project.

Depreciation

This includes depreciation of building, plant and machinery, furniture, fixtures, motor vehicles and computers. Depreciation on fixed assets is provided on written down value method in the manner and rates prescribed in Schedule XIV to the Companies Act, 1956 except in the case of steel shuttering and scaffolding material, which is treated as part of plant and machinery, where the estimated useful life, based on technical evaluation has been determined as five years and three years for wooden shuttering.

Taxation

Income taxes are accounted for in accordance with AS-22 issued by the ICAI on “Accounting for Taxes on Income”. Taxes comprise current tax, deferred tax and fringe benefit tax.

Provision for current taxes is made at current tax rates after taking into consideration the benefits admissible under the provisions of the Income Tax Act, 1961. For details of the tax benefits available to us, see, the section titled “Statement of Tax Benefits” on page [●].

Deferred taxes arise from timing differences between our book profits and our taxable profits that originate during an accounting period and which can be reversed in subsequent periods. Deferred taxes are measured using the tax rates and laws that have been enacted as of the date of financial statements in which they are recorded. We provide for deferred tax liability/assets on such timing differences subject to prudent considerations. The timing difference in recording depreciation under Indian GAAP and under the Income Tax Act, 1961 is the only source of deferred tax liabilities and assets for us. Comparision of Results of Operations

The following table sets forth for the years / period indicated, certain items derived from our restated standalone financial statements, in each case stated in absolute terms and as a percentage of income from operations. Amounts have been rounded to ensure percentages total to 100% as appropriate.

Our company ‘Triveni Infrastructure Development Company Limited’ was incorporated on February 3, 2006 with the main