1. We have obtained all the information and explanation, which to the best of our knowledge and belief were necessary for the purpose of our audit.

Transcription

1 Auditors Report To The Members, GMR Corporate Affairs Private Limited We have audited the attached Balance Sheet of GMR Corporate Affairs Private Limited as at 31 st March, 2010 and the Profit and Loss Account of the company for the year ended on that date and annexed thereto. These financial statements are the responsibility of the Company s management. Our responsibility is to express our opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditor's Report) (Amendment) Order, 2004 (CARO) issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable. Further to our comments in the annexure referred to above, we report that: 1. We have obtained all the information and explanation, which to the best of our knowledge and belief were necessary for the purpose of our audit. 2. In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. 3. The Balance Sheet and profit and loss account dealt with by this report is in agreement with the books of account. 4. In our opinion, the balance sheet dealt with in this report comply with the accounting Standards referred to in SubSection (3C) of Section 211 of the Companies Act, On the basis of the written representations received from the directors as on 31 st March, 2010 and taken on record by the board of directors, we report that none of the directors are disqualified as on 31 st March, 2010 from being appointed as director under clause (g) of subsection (1) of section 274 of the Companies Act, 1956;

2 6. In our opinion, and to the best of our information and according to the explanations given to us, the said accounts give the information as required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010, and (ii) in the case of Profit and Loss Account, the Loss for the year ending on that date. (iii) in the case of cash flow statement, of the cash flows for the year ended on that date. for GURU & JANA Chartered Accountants Sd/ M.Surendra Reddy Partner Membership No: Firm Registration No: S Place: Bangalore Date: May 18, 2010

3 Annexure to Auditors Report The annexure refereed in the auditor s report for the year ended 31 st March We report that : i) The Company does not have any fixed assets thereof this clause is not applicable iv) The Company is in the business of providing corporate services & hence this clause not applicable to the Company. v) The Company has neither given nor taken any unsecured loan from or to companies listed in the registers maintained u/s 301 of the Companies Act, vi) In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business sale of services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control. vii) According to the information and explanations given to us, we are of the opinion that the transactions, that needed to be entered into the Register in pursuance of section 301 of Companies Act, 1956 have been so entered. viii) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under. ix) At present the Company has internal audit system. x) According to the information and explanations given to us the Central Government has not prescribed the maintenance of cost records as prescribed under clause (d) of subsection (1) of section 209 of the Companies Act in respect of the services carried out by the Company. xi) According to the information and explanations given to us and on the basis of our examination of books of accounts, undisputed statutory dues, income tax and cess have been regularly deposited with the appropriate authorities. According to the information and explanations given to us and on the basis of our examination of books of accounts, no undisputed statutory dues were outstanding as on 31 st March 2010 for a period of more than six month from the date they become payable. According to the information and explanations given to us and on the basis of our examination of books of accounts, no undisputed statutory dues including income tax and excise duty were outstanding on 31 st March xii) In our opinion, and according to the information and explanations given to us the company has defaulted in repayment of dues to the banks.

4 xiii) xiv) xv) xvi) xvii) xviii) xix) xx) xxi) xxii) The Company has not granted loans and advances on the basis of security by way of pledge of shares and other securities. Accordingly, clause 4 (xii) of the order is not applicable. The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly clause 4 (xiii) of the order is not applicable. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4 (xiv) of the order is not applicable. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 4(xv) of the order is not applicable. The Company does not have any term loans during the year. Hence, this clause is not applicable. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on shortterm basis have been used for longterm investment. No longterm funds have been used to finance shortterm assets. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. Accordingly, clause 4(xviii) of the order is not applicable. The Company has not issued any debentures. Accordingly, clause 4(xix) of the order is not applicable. The Company has not raised any money by public issues during the year. Accordingly, clause 4 (xx) of the order is not applicable. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reports during the year. for GURU & JANA Chartered Accountants Sd/ M.Surendra Reddy Partner Membership No: Firm Registration No: S Place: Bangalore Date: May 18, 2010

5 GMR CORPORATE AFFAIRS PRIVATE LIMITED No.25/1, Skip House, Museum Road, Bangalore BALANCE SHEET AS AT MARCH 31, 2010 (Amount in Rupees) Particulars Sch No. As at March 31, 2010 As at March 31, 2009 SOURCES OF FUNDS Share Holders Funds Share Capital 1 50,000, ,000 Share Application Money 110,266,139 Reserve & Surplus 2 4,672, ,178 Total 164,938, ,178 APPLICATION OF FUNDS Deffered Tax Asset 157,551 Current Assets, Loans & Advances Cash & Bank Balances 3 7,929,843 2,536,494 Sundry Debtors 4 27,063,249 53,499,498 Loans & Advances 5 189,571,444 1,140, ,564,536, 57,176,856, Less : Current Liabilities & Provisions 6 Current Liabilities 58,564,046 56,731,678 Provisions 1,219,381 Net Current Assets 164,781, ,178 Total 164,938, ,178 Significant accounting policies and notes to accounts 12 As Per our Report of even date for GURU & JANA Chartered Accountants Firm Registration No :006826S For and on behalf of the Board of Directors Sd/ Sd/ Sd/ M Surendra Reddy A Subba Rao A.S.Cherukupalli Partner Director Director M.No Place: Bangalore Date: 18th May 2010

6 GMR CORPORATE AFFAIRS PRIVATE LIMITED No.25, Skip House, Museum Road, Bangalore PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2010 (Amount in Rupees) Particulars Sch No. Year Ended March 31, 2010 Year Ended March 31, 2009 Income Operating Income 7 151,756,192 Other Income 8 22, ,779,074 Expenditure Expenditure incurred under various expense heads in terms of cost sharing arrangement 106,078,902 Operations & Maintenance Expenditure 9 97,235,622 Personnel Expenses 10 44,540,652 Interest and Finance charges 11 2,160, ,937, ,078,902 Less: Amount shares/ recovered from Group Companies in terms of cost sharing arrangement 106,078,902 Profit before tax 7,841,810 Provision for Tax Current Tax 3,714, Earlier Years (42,468) Deffered Tax (157,551) Net Profit / (loss) for the year 4,327,343 Surplus brought forward from the previous year 345, ,178 Balance Carried to Balance Sheet 4,672, ,178 Earnings Per Share (Per Share of Rs.10/ each) Basic Diluted 0.27 Significant accounting policies and notes to accounts 12 As Per our Report of even date for GURU & JANA Chartered Accountants Firm Registration No :006826S For and on behalf of the Board of Directors Sd/ Sd/ Sd/ M Surendra Reddy A Subba Rao A.S.Cherukupalli Partner Director Director M.No Place: Bangalore Date: 18th May 2010

7 GMR CORPORATE AFFAIRS PRIVATE LIMITED No.25/1, SKIP House, Museum Road, Bangalore SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2010 (Amount in Rupees) Particulars SCHEDULE 1 SHARE CAPITAL Authorised Capital Equity As at March 31, 2010 As at March 31, ,00,000(Previous year 10,000) Equity Shares of Rs.10/ each 50,000, , ,00,000(Previous year Nil) Preference Shares of Rs.10/ each 150,000, ,000, ,000 Issued, Subscribed & Paid Up 50,00,000 (Pervious year 10,000) Fully Paid up Equity Shares of Rs. 10/ each ((Out of the above 49,99,900 held by GMR Infrastructure Ltd) (Previous year 9,900 shares held by GMR Holdings Pvt Ltd)) 50,000, ,000 50,000, ,000 SCHEDULE 2 RESERVES AND SURPLUS Profit & Loss Account Opening Balance 345, ,178 Add: Net Profit ( Loss) during the Year 4,327,343 4,672, ,178 SCHEDULE 3 CASH & BANK BALANCES Balances With Sch Banks Current Accounts 7,929,843 2,536,494 7,929,843 2,536,494 SCHEDULE 4 SUNDRY DEBTORS Debts outstanding for a period exceeding six months Others Debts (Receivable from group companies) 27,063,249 53,499,498 27,063,249 53,499,498

8 SCHEDULE 5 LOANS AND ADVANCES Particulars As at March 31, 2010 As at March 31, 2009 Advance tax(net of provisions) 6,267, ,626 Loans to Employees 8,837,260 Deposit 2,121, ,000 Other Receivables Group Companies 157,761,578 1,685 Other Advances 14,584, , ,571,444 1,140,864 SCHEDULE 6 CURRENT LIABILITIES Sundry Creditors for Expenses 44,480,446 1,431,678 Statutory Liabilities 14,083,600 Other Liabilities ( Group companies) 55,300,000 58,564,046 56,731,678 PROVISIONS ProvisionsOthersGratuity 83,112 ProvisionsOthersSuperannuation 672,748 Provision Leave Encashment 463,521 1,219,381

9 GMR CORPORATE AFFAIRS PRIVATE LIMITED No.25/1, SKIP House, Museum Road, Bangalore SCHEDULES TO PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED MAR 31, 2010 (Amount in Rupees) Particulars Year Ended Year Ended March 31, 2010 March 31, 2009 SCHEDULE 7 Operating Income Income from services 151,756,192 Total 151,756,192 SCHEDULE 8 Other Income 22,882 Total 22,882 SCHEDULE 9 Operations & Maintenance Expenditure Professional and Consultancy Charges 23,136,049 Travelling Expenses 28,496,003 Communication Expenses 6,463,987 Repairs & Maintenance 2,229,681 Printing & Stationary 1,629,441 Auditors Remuneration Audit Fees 25,000 Certification Charges 58,548 Rates & Taxes 1,922,812 Donation 3,200,000 Training Expenses 29,686 Rent 944,708 House Keeping Expenses 1,556,192 Office Maintenance 2,014,185 Security Expenses 578,833 Vehicle Running & Maintenance Expenses 905,493 Courier Expenses 178,139 Transit House Expenses 1,184,259 Business Promotion Expenses 19,785,962 Meetings & Seminars 365,518 Foreign Exchange Loss 1,539,021 Partner 992,105 Total 97,235,622 SCHEDULE 10 Personnel Expenses Salaries & Other Benefits 42,223,200 Staff Welfare & Amenities 2,317,452 Total 44,540,652 SCHEDULE 11 INTREST AND FINANCE CHARGES Interest to Bank 2,102,339 Bank charges 58,651 Total 2,160,990

10 GMR CORPORATE AFFAIRS PVT LTD 25/1, Skip House, Museum Road, Bangalore Schedule M Nature of Business The company formed to provide corporate services to corporate and other clients. In the current interim period, the business of the company has been expanded to provide services to Group Companies situated outside India. In view of the above, the nature of services provided by the company in the current interim period is relation to Business Promotion, International Travel etc., as compared to services provided by the company in the Financial Year which was mainly in relation to providing common facilities to Group Companies. The company has provided the corporate services to its group s domestic companies on actual cost basis (i.e. no Profit no Loss). However the company is providing services with a profit margin to group s international companies. Significant Accounting Policies and Notes to Accounts I. Significant Accounting Policies A. Basis of Accounting The Financial Statements are prepared in accordance with the historical cost convention and to comply in all material aspects with the applicable accounting principles in India, the accounting standards notified under Subsection (3C) of section 211 of the Companies Act, 1956 of India (the Act) and other relevant provisions of the Act. The significant accounting policies are as follows. B. Revenue Recognition Income from management and technical services is recognized as per the terms of the agreement and on the basis of services rendered. C. Foreign Exchange Fluctuations All foreign currency transactions are accounted for at the exchange rates prevailing on the date of such transactions. Monetary assets and liabilities are translated at the exchange rate prevailing on the balance sheet date and the resultant gain /loss is recognized in the financial statements

11 D. Retirement Benefits: a. Defined Contribution Plan : Contributions paid/payable to defined contribution plans comprising of provident fund and pension fund are charged on accrual basis. The company also has a defined contribution to superannuation plan (under a scheme of Life Insurance Corporation of India) covering all its employees and contribution in respect of such scheme are charged on accrual basis in Profit and Loss Account. The company makes monthly contribution and has no further obligation under the plan beyond its contribution. b. Defined benefit Plan: Gratuity for employee is covered under a scheme of Life Insurance Corporation of India and contributions in respect of such scheme are recognized in Profit and Loss Account. The liability as at the Balance Sheet date is provided for based on the accrual valuation in accordance with the requirements of AS 15 as at the end of the year. c. Other Long Term Employee Benefits: Other long term employee benefits comprise of leave encashment which is provided for based on the accrual valuation carried out in accordance with Revised AS 15 as at the end of year. d. Short Term Employee Benefits: Short term employee benefits including accumulated compensated absences as at the Balance Sheet date are recognized as an expense as per company s schemes based on the expected obligation on an undiscounted basis. E. Earnings per Share (EPS) The earnings considered in ascertaining the company s Earnings per Share (EPS) comprise the net profit after tax less dividend (Including dividend distribution tax) on preference shares. The number of shares used for computing the basic EPS is the weighted average number of shares outstanding during the year. F. Taxes on Income Income taxes are computed and recognized, on accrual basis in the same period the related revenue and expenses arise. A provision is made for income tax annually, based on the tax liability computed, after considering tax allowance and exemptions. Provisions are recorded when it is estimated that a liability due to disallowances or other matters is probable.

12 II Notes to Accounts 1. Related Party Transactions: a. Name of Related Parties and description of relationship: Description of Relationship Enterprises that control the Company Enterprises where significant influence exists / Fellow Subsidiaries Name of the Related party GMR Infrastructure Limited (GIL) [Holding Company] GMR Holdings Private Limited (GHPL) [Ultimate Holding company] GMR Energy Limited GMR Power Corporation Limited GMR Vemagiri Power Generation Limited GMR (Badrinath) Hydro Power Generation Private Limited Badrinath Hydro Power Generation Private Limited GMR Mining and Energy Private Limited GMR Kamalanga Energy Limited Himtal Hydro Power Company Pvt. Limited, Nepal GMR Energy (Mauritius) Limited GMR Lion Energy Limited, Mauritius GMR Upper Karnali Hydro Power Public Limited, Nepal GMR Energy Trading Limited GMR Consulting Services Private Limited GMR Coastal Energy Private Limited GMR Bajoli Holi Hydropower Private Limited GMR Londa Hydropower Private Limited Londa Hydro Power Private Limited GMR Chhattisgarh Energy Private Limited GMR Energy (Cyprus) Limited, Cyprus GMR Energy (Netherlands) BV, Netherlands PT Dwikarya Sejati Utma PT Duta Sarana Internusa PT Barasentosa Lestari Lion Energy Tuas PTE Limited GMR Rajahmundry Energy Limited SJK Powergen Limited PT Unsoco EMCO Energy Limited Homeland Energy Group Limited GMR TambaramTindivanam Expressways Private Limited GMR Tuni Anakapalli Expressways Private Limited GMR Ambala Chandigarh Expressways Private Limited GMR Jadcherla Expressways Private Limited GMR Pochanpalli Expressways Limited GMR Ulundurpet Expressways Private Limited GMR Highways Limited

13 GMR Hyderabad Vijayawada Expressways Private Limited GMR Chennai Outer Ring Road Private Limited GMR OSE Hungund Hospet Highways Private Limited GMR Hyderabad International Airport Limited Gateways For India Airports Private Limited Hyderabad Menzies Air Cargo Private Limited Hyderabad Airport Security Services Limited GMR Hyderabad Airport Resource Management Limited GMR Hyderabad Aerotropolis Private Limited GMR Hyderabad Aviation SEZ Limited GMR Hyderabad Multiproduct SEZ Limited GMR Hotels and Resorts Limited MAS GMR Aerospace Engineering Company Limited Delhi International Airport Private Limited Delhi Aerotropolis Private Limited DIAL Cargo Private Limited East Delhi Waste Processing Company Private Limited Travel Food Services (Delhi T3) Private Limited Devyani Food Street Private Limited Delhi Select Services Hospitality Private Limited Delhi Duty Free Services Private Limited Delhi Aviation Fuel Facility Private Limited Celebi Delhi Cargo Terminal Management India Private Limited Delhi Cargo Service Centre Private Limited Wipro Airport IT Services Private Limited Delhi Airport Parking Services Private Limited GMR Airports Holding Limited GMR Aviation Private Limited Advika Properties Private Limited Aklima Properties Private Limited Amartya Properties Private Limited Baruni Properties Private Limited Camelia Properties Private Limited Eila Properties Private Limited Gerbera Properties Private Limited Lakshmi Priya Properties Private Limited Honeysuckle Properties Private Limited Idika Properties Private Limited Krishnapriya Properties Private Limited Nadira Properties Private Limited Prakalpa Properties Private Limited Purnachandra Properties Private Limited Shreyadita Properties Private Limited Sreepa Properties Private Limited Bougainvillea Properties Private Limited GMR SEZ and Port Holdings Private Limited GMR Campus Private Limited GMR Headquarters Private Limited GMR Corporate Affairs Private Limited Dhruvi Securities Private Limited GMR Krishnagiri SEZ Limited

14 Key Management Personnel and their relatives GMR Infrastructure (Mauritius) Limited GMR Infrastructure Overseas Sociedad Limitada, Spain GMR Infrastructure (Cyprus ) Limited GMR Infrastructure (UK) Limited GMR Infrastructure (Global) Limited, Isle of Man GMR Energy (Global) Limited, Isle of Man GMR Infrastructure ( Singapore) PTE Limited GMR International (Malta) Limited Island Power Intermediary Pte. Ltd. Island Power Company Pte. Ltd. Island Power Supply Pte. Ltd. İstanbul Sabiha Gökçen Uluslararası Havalimanı Yatırım Yapım ve İşletme A.Ş. (Sabiha Gokcen International Airport, Istanbul) İstanbul Sabiha Gökçen Uluslararası Havalimanı Yer Hizmetleri A.Ş., ( Ground Handling Company ) Turkey Construction JV LGM Havalimani Isletmeleri Ticaret Ve Turizm Anonim Sirketi Mr.A.Subba Rao Mr.A.S.Cherukupalli A. Summary of transactions with the above related parties is as follows: Nature of Transaction March 31, 2010 March 31, 2009 Outstanding Payables Delhi International Airport Pvt Ltd Raxa Security Service Ltd GMR Aviation Pvt Ltd GMR Corporate Center Ltd 2,57,56,699 77,835 5,87,100 3,000 Advances Received GMR INFRASTRUCTURE Ltd GMR Pochanpalli Expressways Pvt Ltd Outstanding Receivables: GMR Infrastructure Ltd GMR Infrastructure Overseas Sociedad Limitada (Spain) GMR HYDERABAD VIJAYAWADA Expressways Pvt Ltd GMR Airports Holding Pvt Ltd. GMR Infrastructure Singapore Ltd GMR Tambaram Tindivanam Expressways Pvt Ltd GMR Infra Uk Limited East Delhi Waste Processing Company Pvt Ltd GMR Tuni Anakapalli Expressway Pvt Ltd GMR Chhattisgarh Energy Pvt Ltd GMR Corporate Center Ltd EMCO Energy Ltd GMR Rajahmundhry Energy Ltd GMR Chennai Outer Ring Road Pvt. Ltd. 3,15,96,682 2,93,58,862 2,67,64,918 1,95,42,499 1,37,24,688 1,36,54,050 1,33,38,561 99,27,000 74,54,050 64,28,221 51,00,000 31,29,975 31,29,972 10,08,219 4,78,00,000 75,00,000 73,63,651

15 GMR Sports Pvt Ltd GMR Hyderabad International Airports Ltd GMR Kamalanga Energy Ltd GMR Bajoli Holi Hydropower Pvt Ltd GMR Pochanpalli Expressways Pvt Ltd GMR Amabala Chandigarh Expressways Pvt. Ltd. GMR Jadcharla Expressways Pvt. Ltd GMR Ullandurpet Expressways Pvt Ltd Share Application Money Received: Less: Allotted during the year Balance outstanding: 1,33,723 16,01,66,139 4,99,00,000 11,02,66,139 8,82,400 1,46,44,210 20,85,890 1,03,39,710 7,00,638 55,97,193 1,18, A. The following expenditure incurred on behalf of group companies and recovered Particulars March 31, 2010 March 31, 2009 Professional and Consultancy Charges 6,48,97,542 6,01,18,667 Travelling Expenses 6,05,75,296 8,92,402 Communication Expenses 31,49,772 3,95,845 Repairs & Maintenance 41,45,078 40,92,575 Printing & Stationary 3,70,499 15,71,096 Auditors Remuneration Audit Fees 11,030 Certification Fee 7,709 65,275 Rates & Taxes 11,542 2,808 Training Expenses 1,07,91,318 43,12,749 Rent 1,42,37,140 52,44,893 House Keeping Expenses 2,51,539 87,17,258 Office Maintenance 67,93,854 3,47,132 Security Expenses 1,08,306 1,84,26,458 Vehicle Running & Maintenance Expenses 1,475 Courier Expenses 9,47,041 Transit House Expenses 2,42,067 3,86,568 Business Promotion Expenses 21,59,252 Meetings & Seminars 16,16,128 Foreign Exchange Loss 36,34,908 Other Administrative expenses 86,06,033 1,27,574 Bank Charges Personnel Expenses 64,75,492 Staff Welfare 9,92,330 Event Management Expenses 4,19,250 Total Amount 18,90,68,232 10,60,78,902

16 B. Details of Group companies from whom the recoveries made towards reimbursement of expenses. Name of the Company March 31, 2010 March 31, 2009 GMR Kamalanga Energy Ltd 4,89,74,960 East Delhi Waste Processing Pvt Ltd 1,00,00,000 EMCO Energy Limited 31,60,390 GMR Airports Holding Ltd 1,77,17,587 GMR Infrastructure Overseas Sociedad Limitada 7,10,80,884 (Spain) Turkey Branch GMR Infrastructure Limited 3,00,93,115 GMR Rajahmundhry Energy Ltd 31,60,390 GMR Tambaram Tinidivanam Expressways Pvt Ltd 1,25,18,181 GMR Tuni Anakapalli Expressways Pvt Ltd 68,97,148 GMR Chattisgarh Energy Pvt Ltd 64,75,492 2,46,24,191 GMR Chennai Outer Ring Road Pvt Ltd 10,09,469 GMR Hyderabad Vijayawada Expressways Pvt Ltd 2,69,55,576 GMR Bajoli Holi Hydropower Pvt Ltd 69,72,880 GMR Ambala Chandigarh Expressways Pvt Ltd 6,23,565 GMR Jadcherla Expressways Pvt Ltd 49,92,419 GMR Pochanpalli Expressways Pvt Ltd 92,53,572 GMR Ulunderpet Expressways Pvt Ltd 1,06,37,315 Total 18,90,68,232 10,60,78, Earnings Per Share: Particulars March, 2010 March, 2009 BASIC Profit attributable to the shareholders A 43,27,343 Number of Equity of shares at the B 10,000 beginning of the year Number of Equity of shares at the end of C 50,00,000 the year Weighted average of Equity shares D 23,671 Nominal value of Equity shares 10 Basic earnings per share A/D DILUTED Profit attributable to the shareholders A 43,27,343 Shares at the end of the year B 50,00,000 Potential equity shares on dilution of C share application money 1,10,26,614 Diluted Shares at the end of the year D 1,60,26,614 Diluted earnings per share A/D 0.27

17 4. Additional information pursuant to paragraph 3,4,4B,4C and 4D of part II of Schedule VI of the Companies Act, A. Remuneration to Auditors: Particulars March 31, 2010 March 31, 2009 Audit Fee 25,000 11,030 Certification Fee 58,548 59,760 B. Expenditure in Foreign Currency Particulars Travelling Expenses 33,39,375 Consultancy Charges 41,55,727 Others 11,79,600 C. Earnings in Foreign Exchange Particulars Export of Services and reimbursement of expenses 22,28,37, The previous year figures have been regrouped where ever necessary to match with the Current Year s figures 6. Deferred Taxes as per the Accounting Standard (As22) on Accounting for Taxes on Income issued by the Institute of Chartered Accountants of India has not been recognized as there is no reasonable certainty of future taxable income will be available against which such deferred tax assets can be realized. 7. There are no dues to Undertakings which falls under the preview of MSMED Act. 8. The figures have been rounded off to nearest rupee. For GURU & JANA Chartered Accountants For and on behalf of the Board of Directors Sd/ Sd/ Sd/ M Surendra Reddy A Subba Rao A S Cherukupalli Partner Director Director M. No Place: Bangalore Date : May 18, 2010

18 GMR CORPORATE AFFAIRS PRIVATE LIMITED No.25/1, Skip House, Museum Road, Bangalore Cash Flow Statement for the Year ended March 31,2010 (Amount in Rupees) Particulars March 31, 2010 Mar 31, 2009 A.CASH FLOW FROM OPERATING ACTIVITIES Net Profit Before Tax and Extraordinary Items 7,841,810 Operating Flow Before Working Capital Changes 7,841,810 Adjustments for : (Increase)/Decrease in Trade and other Receivables (162,941,350) (54,489,203) Increase /(Decrease )in Trade and other payables 3,051,749 56,715,948 Cash generated from operations (152,047,790) 2,226,745 Income tax paid 2,725,000 Net Cash Flow from/(used in) Operating Activities (154,772,790) 2,226,745 B.Cash Flow from / (used in) Investing Activities (Purchase)/Sale of Fixed Assets Net Cash Flow from/(used in)investing Activities C.Cash Flow from Financing Activities Share capital money received from GIL 49,900,000 Share application money from holding Company 110,266,139 Net Cash from/(used in) Financing Activities 160,166,139 Net Increase/(decrease) in Cash and Cash Equivalents 5,393,349 2,226,745 Cash and Cash Equivalents at the beginning of the year 2,536, ,749 Cash and Cash Equivalents at the end of the year 7,929,843 2,536,494 As Per our Report of even date for GURU & JANA Charterered Accountants Firm Registration No :006826S For and on behalf of the Board of Directors Sd/ Sd/ Sd/ M Surendra Reddy A.S.Cherukupalli A Subba Rao Partner Director Director M.No Place: Bangalore Date: May 18, 2010

19 GMR CORPORATE AFFAIRS PRIVATE LIMITED 25/1, SKIP House, Museum Road, Bangalore BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE 1 Registration Details Registration No State Code 08 Balance Sheet Date 31Mar10 2 Capital Raised during the year (Amount in Rs. Thousands) Public Issue Nil Rights Issue Nil Bonus Issue Nil Private Placement 49,900 3 Position of Mobilisation and Development of Funds ( Amount in Rs. Thousands) Total Liabilities 224,722 Total assets 224,565 Sources of Funds Paid Up Capital 50,000 Current Liabilities 59,783 Unsecured Loans Reserves & Surplus 4,673 Deferred Tax Liability Share Application Money 110,266 Application of Funds Net Fixed Assets Investments Current Assets 224,565 Accumulated Losses Miscellaneous Expenditure 4 Performance of company ( Amount in Rs. Thousands) Gross Income 151,779 Total Expenditure 143,937 + / Profit / Loss Before Tax 7,842 + / Profit / Loss After Tax 4,327 Earning Per Share in Rs Dividend Rate % Nil 5 Generic Names of Three Principal Products / Services of Company (as per monetary terms) Item Code No. : N.A Product Description N.A As Per our Report of even date for GURU & JANA Charterered Accountants Firm Registration No :006826S For and on behalf of the Board of Directors Sd/ Sd/ Sd/ M Surendra Reddy A Subba Rao A.S. Cherukupalli Partner M.No Director Director Place: Bangalore Date: May 18, 2010