Annual Report

MANAGING DIRECTOR'S STATEMENT Dear Shareholders, It is my privilege to present to you the 17th Annual Report of SAAG RR Infra Ltd ( the Company, SAAG RR ). Current Scenario The Company's focus has been to ensure timely execution of projects and to achieve turnaround by restructuring its business and finance. Your Company successfully progressed by completing construction of the 29 storied residential building for Hiranandani Realtors (P) Ltd and has earned accolades in the industry. During the year the Company has also completed construction of residential apartment for ETA Star Techcity (P) Ltd. In a highly competitive market it has secured Rs 20 Crore order from M/s Cordon Bleu Properties and Infrastructure (P) Ltd for construction of residential blocks in Coimbatore. The Company's turnover increased to Rs 15.3 Crores during the financial year April 1, 2011 to March 31, 2012 as against Rs 13 Crores in the previous year. Due to finance charges and higher provisions made the Company incurred a net loss of Rs 25.31 Crores during the financial year 2011-12 as compared to Rs.8.72 Crores in the previous year. As a step towards turnaround of its operations, the Company is exiting the workover rigs segment and plans to focus its attention on the infrastructure business. The Company is looking to augument long term funds through private placement of securities and utilise the funds for restructuring of its existing borrowings and for working capital. This would alleviate Company slowly into growth track. Status of International projects Earlier in December 2010, SAAG RR's subsidiary OGS Asiapac Ltd had secured an EPCC contract worth USD78 million from Mrails Tram (Melaka) Sdn. Bhd. and is awaiting clearance pursuant to a public hearing. SAAG RR in December 2010 had received a letter of award from Garisan Etika Bangladesh Pvt. Ltd. wherein SAAG RR was selected as the nominated subcontractor for civil, preliminaries and mobilization work for the 2x36 MW combined Cycle Power Plant at Adamjee Export Processing Zone, Bangladesh. This project is positioning to achieve full financial closure and the project is expected to be completed by end of 2014. Future Outlook Your Company has extensive experience in the construction field. The Company is looking to concentrate and focus on its core competence area - infrastructure. Prospects for world economy in 2012 are seen to be challenging due to the Euro zone crisis and uncertainties in global economic growth. However, Government of India is keen in development of infrastructure in India with the estimated investment of $1 trillion during 2012-17 and it is expected that 1

nearly half of this investment would be channelized into construction projects. This has opened up several opportunities for industries in infrastructure and construction sector. The Company is looking to bid aggressively and enhance its cashflows in the years to come. Changes in subsidiaries The Company as on 31st March, 2012 had three subsidiaries viz, SAAG Energy Limited, Workover Rigs (India) Limited (formerly known as QEDi Proteus Energy Limited) and OGS Asiapac Ltd. However, Workover Rigs (India) Limited ceased to be a subsidiary of the Company with effect from June 5, 2012. On behalf of SAAG RR Team, I would like to place on record our heartfelt appreciation to all our stakeholders for their support and confidence in SAAG RR. I also thank our Bankers, suppliers, clients and other financial institutions for their continuous and extended support. Finally, I appreciate and value the contributions made by all our employees and their families and thank them for their support during these difficult times. With Warm wishes, R.Sriram Managing Director 2

NOTICE Notice is hereby given that the Seventeenth Annual General Meeting of the Members of the Company will be held at 10.00 A.M on Tuesday, September 25, 2012 at SIRC of ICSI, ICSI-SIRC House, New No.9 Wheat Crofts Road, Nungambakkam, Chennai 600 034 to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2012 and the Profit and Loss account for the year ended as on that date, together with the Reports of Directors and the Auditors thereon. 2. To appoint a Director in the place of Mr. Makhtar Bin Mohamed, who retires by rotation and being eligible, offers himself for re-appointment. 3. To appoint Auditors of the Company and authorize the Board to fix the remuneration. SPECIAL BUSINESS : 4. Issuance of Non-Cumulative Compulsorily Convertible Preference Shares (CCPs): To consider and if thought fit, to pass with or without modification the following resolution as a SPECIAL RESOLUTION: "RESOLVED THAT pursuant to the provisions of Section 81(1A) and all other applicable provisions, if any of the Companies Act, 1956 (the Act ) (including any statutory modifications or re-enactment thereof, for the time being in force), the Memorandum and Articles of Association of the Company, Listing Agreement entered into by the Company with the Bombay Stock Exchange Limited (herein after referred to as BSE ) and the Madras Stock Exchange Limited (hereinafter referred to as MSE ), where the shares of the Company are listed, the guidelines, regulations, circulars and clarifications issued by the Government of India (GOI), Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI) and any other statutory or regulatory authorities and subject to all necessary approvals, consents, permissions and/or sanctions as may be necessary and subject to any such conditions and modifications as may be prescribed or imposed by any one or more of them while granting any such approvals, consents, permissions or sanctions agreed to by the Board of Directors of the Company (the Board which term shall be deemed to include any Committee(s) constituted/ to be constituted by the Board to exercise its powers including the powers conferred by this Resolution) and in accordance with chapter VII of the SEBI (Issue of Capital and Disclosure Requirement) Regulation, 2009 as amended from time to time ( SEBI ICDR Regulations ), the consent of the Company be and is hereby accorded to the Board to create, issue, offer and allot upto a maximum of 11,40,326 Non-Cumulative Compulsorily Convertible Preference Shares (CCPs) of Rs.10 each at par, to the persons mentioned below, and referred to as CCP holder on a Preferential basis: 3

Sl No. Name of the Allottee Categories Residential Status No. of Shares % of preference share capital after preferential issue 1. SAAG (Mauritius) Ltd. Promoter Foreign 1140326 100 Body Corporate RESOLVED FURTHER THAT the terms and conditions of the said allotment are as follows: i) the proposed date of allotment of CCP's is October 10, 2012 subject to any changes as may be determined by the Board of Directors of the company and/or statutory approvals pending if any; ii) iii) the CCPs shall be Non-Cumulative Compulsorily Convertible Preference Shares and shall carry rate of dividend; the conversion of CCPs into equity shares shall be such that the CCPs are converted prior to completion of 18 months from the date of allotment. The date of Conversion for 1140326 CCPs (Tranche IV) shall be April 9, 2014 iv) the relevant date for determining the ratio of conversion of CCPs into equity shares shall be August 26, 2012, i.e., 30 days prior to the date of the meeting of the shareholders, which is in accordance with Regulation 76(1) of the SEBI (ICDR) Regulations, 2009; and the conversion ratio shall be 1:1 (i.e. one ordinary equity share for every CCP); v) the equity shares to be so allotted by the Board as per terms of this issue, shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall be pari passu in all respect including entitlement for dividend with the then existing equity shares of the Company; vi) the CCPs allotted on preferential basis, to the promoter/promoter group of the issuer shall be locked-in for a period of 3 years from the date of allotment; vii) the Board be and is hereby authorized to decide and approve the other terms and conditions of the issue subject to the agreement with the proposed allottee and is also entitled to vary, modify or alter any of the terms and conditions, as it may deem expedient, subject however to the compliance with the applicable guidelines, notification, rules and regulation; viii) the Board of Directors can, after obtaining consent from the preference holders or on request of request from preference shareholders, change the date of conversion, subject to the provisions of SEBI (ICDR) Regulations, 2009; ix) the Board be and is hereby authorised to accept any amendments, modifications, variations and alterations as the GOI/RBI/SEBI or any other regulatory authority may stipulate in that behalf; and x) the Board be and is hereby authorized to delegate all or any of its powers to any Director or Committee of Directors or employee or officer of the Company (as it may consider appropriate) to give effect to the aforesaid resolution; 4

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in regard to the offer/issue and allotment of CCPs or conversion/allotment in to fresh equity shares as per terms of this issue, to effect any modification, to the foregoing in the best interest of the Company and its shareholders, as the Board may think fit, and further to do all such acts, deeds, matters and things and to finalise and execute all documents, papers, agreements, deeds and writings as may be necessary, desirable or expedient as it may deem fit. RESOLVED FURTHER THAT the Board be and is hereby authorized to accept such terms and conditions as SEBI and/or Bombay Stock Exchange may stipulate in this behalf. RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers conferred on it by or under this Resolution to any Committee of the Directors of the Company or to any Director of the Company or to any other officer(s) or employee(s) of the Company as it may consider appropriate in order to give effect to this resolution. 5. Issuance of Equity Shares on Preferential basis: To consider and if thought fit, to pass with or without modification the following resolution as a SPECIAL RESOLUTION: RESOLVED THAT pursuant to the provisions of Section 81(1A) and all other applicable provisions of the Companies Act, 1956 (including any statutory modifications or re-enactment thereof for the time being in force), provisions of the Memorandum of Association and Articles of Association of the Company, the Listing Agreement entered into by the Company with the Bombay Stock Exchange Limited (herein after referred to as BSE ) and the Madras Stock Exchange Limited (hereinafter referred to as MSE ), where the shares of the Company are listed, the guidelines, regulations, circulars and clarifications issued by the Government of India (GOI), Reserve Bank of India (RBI), Securities and Exchange Board of India SEBI) and any other statutory or regulatory authorities and subject to all necessary approvals, consents, permissions and/or sanctions as may be necessary and subject to any such conditions and modifications as may be prescribed or imposed by any one or more of them while granting any such approvals, consents, permissions or sanctions agreed by the Board of Directors of the Company (the Board which term shall be deemed to include any Committee(s) constituted by the Board to exercise its power including the power conferred by this Resolution and in accordance with chapter VII of the SEBI(Issue of Capital and Disclosure Requirement) Regulation, 2009 as amended from time to time ( SEBI ICDR Regulations ), the consent of the Board be and is hereby accorded to the Company to create, offer, issue and allot upto a maximum of 374050 fully paid up equity share of Rs.10 each at a premium of Rs.15.20 each to the persons mentioned below on a Preferential basis Sl.No. Name of the Allottee Category Residential Status Maximum no. of Shares to be allotted % of equity capital after preferential issue 1. Miatru Agro Marketing Private Ltd 2. Sudhir Golecha Non Promoter Non Promoter A company incorporated in India 322066 1.58 Resident 51984 0.25 5

RESOLVED FURTHER THAT the 'Relevant Date' shall be determined in terms of Regulation 71 of Chapter VII of the SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009( SEBI (ICDR) Regulations ), which is August 26, 2012. RESOLVED FURTHER THAT the above issue of Equity shares shall be subject to the following terms and conditions: 1. The proposed date of allotment of shares is October 10, 2012 subject to any changes as may be determined by the Board of Directors of the Company and/or statutory approval pending if any; 2. The aforesaid new Equity Shares shall be issued subject to the Memorandum of Association and Articles of Association of the Company and shall rank pari passu in all respects with the existing fully paid up Equity Shares in the share capital of the Company. 3. Such new Equity Shares are to be listed on BSE and MSE where the present Equity Shares of the Company are listed, subject to the terms and conditions that may be imposed by those Stock Exchanges. 4. The new Equity Shares shall be allotted not later than 15 days from the date of passing of this special resolution; provided that where the allotment of the new Equity Shares are pending on account of any approval for such allotment by any regulatory authority or the Central Government, the allotment shall be completed not later than 15 days from the date of such approval or such extended period as may be permitted under the applicable SEBI (ICDR) Regulations. 5. The Board shall be entitled to vary, modify or alter any of the terms and conditions including size of issue as it may deem expedient, subject however to the compliance with the applicable guidelines, notification, rules and regulation; 6. The Board be and is hereby authorized to accept any amendments, modifications, variations and alterations as the GOI/RBI/SEBI or any other regulatory authority may stipulate in that behalf; and 7. The Board is and be hereby authorized to delegate all or any of its powers to any Director or Committee of directors or employee or officer of the Company (as it may consider appropriate) to give effect to the aforesaid resolution; RESOLVED FURTHER THAT pursuant to the provisions of Chapter VII of SEBI (ICDR) Regulations, 2009 the fresh equity shares to be allotted to promoter/promoter group shall be locked in from the date of allotment for a period of three years and the equity shares to be allotted to non-promoter shall be locked in from the date of allotment for a period of one year or such other period as prescribed under SEBI (ICDR) Regulations, 2009 and that the equity shares shall not be sold, transferred, hypothecated or encumbered in any manner during the period of lock-in except to the extent and in the manner permitted there under. RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and is hereby authorized on behalf of the company to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in regard to the offer/issue and allotment of equity shares as per terms of this issue, to effect any modification, to the foregoing in the best interest of the Company 6

and its shareholders, as the Board may think fit, and further to do all such acts, deeds, matters and things and to finalise and execute all documents, papers, agreements, deeds and writings as may be necessary, desirable or expedient as it may deem fit. RESOLVED FURTHER THAT the Board be and is hereby authorize to accept such terms and conditions as SEBI and/or Bombay Stock Exchange may stipulate in this behalf. RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers conferred on it by or under this Resolution to any Committee of the Directors of the Company or to any Director of the Company or to any other officer(s) or employee(s) of the Company as it may consider appropriate in order to give effect to this resolution. RESOLVED FURTHER THAT such of these Securities to be issued as are not subscribed may be disposed of by the Board to such persons in such manner and on such terms as the Board in its absolute discretion thinks fit, in the best interests of the Company and as is permissible in law. 6. To consider and if thought fit, to pass with or without modification the following resolution as a SPECIAL RESOLUTION: "RESOLVED THAT pursuant to the provisions of Section 81 and other applicable provisions, if any, of the Companies Act, 1956 (the Act ) (including any amendment thereto or re-enactment thereof), and in accordance with the provisions of the Memorandum and Articles of Association of the Company and the Listing Agreements entered into with the Stock Exchanges where the Equity Shares of the Company are listed (the Stock Exchanges ), Foreign Exchange Management Act, 2000 ( FEMA ), Foreign Exchange Management (Transfer or issue of security by a person resident outside India) Regulations, 2000 and Issue of Foreign Currency Convertible Bonds ( FCCB ) and Equity Shares (through Depositary Receipt Mechanism) Scheme, 1993 and the regulations/ guidelines, if any, prescribed by the Securities and Exchange Board of India, Reserve bank of India, the Stock Exchanges, the Government of India or any other statutory authority from time to time, to the extent applicable and subject to such approvals, consents, permission and sanctions as might be required and subject to such conditions as may be prescribed while granting such approvals, consents, permissions, and sanctions, which the Board of Directors, of the Company (hereinafter referred to as the Board which term shall be deemed to include any Committee(s) constituted/ to be constituted by the Board to exercise its powers including the powers conferred by this Resolution) is hereby authorized to accept, the Board be and is hereby authorized on behalf of the Company to create, issue, offer and allot, (including with provision for reservation on firm and/ or competitive basis, Preferential allotment, allotment on rights basis, of such part of issue and for such categories of persons as may be permitted), in the course of one or more public or private offerings in domestic and/ or one or more international market(s), Equity Shares and / or Equity Shares through depository receipts and/ or convertible bonds and/ or other securities convertible into Ordinary Shares at the option of the Company and/ or the holder(s) of such securities, and/ or securities linked to Equity Shares and/ or securities including Non-Convertible Debentures with Warrants or other securities with or without Warrants, which may either be detachable or linked, and which Warrant has a right exercisable by the Warrant holder to subscribe for the Equity Shares and/ or Warrants with an option exercisable by the Warrant-holder to subscribe for Equity Shares and/ or any instruments or securities representing either Equity Shares and/ or convertible securities linked to Equity 7

Shares, (all of which are hereinafter collectively referred to as 'Securities ) to eligible investors under applicable laws, regulations and guidelines (whether residents and/ or non-residents and/ or Institutions/ Banks and/ or incorporated bodies, mutual funds, venture capital funds and Indian and/ or multi-lateral financial institutions and/ or individuals and/ or trustees and/ or private Equity firms or other wise and whether or nor such investors are members or the Company), through prospectus and/ or letter of offer or circular and/ or on public and/ or private/ Preferential placement basis, such issue and allotment to be made at such time/ times, in one or more tranches, for cash, at such price or prices, in such manner and where necessary, in consultation with the Book Running Lead Managers and/ or other Advisors or otherwise, on such terms and conditions as the Board, may, in its absolute discretion, decide at the time of issue of Securities provided that the total amount raised through the issuance of such securities does not exceed Rs.100 Crores or its equivalent in one or more currencies, including premium, if any, as may be decided by the Board, to all or any category of investors as mentioned above. RESOLVED FURTHER THAT without prejudice to the generality of the above, the aforesaid issue of the Securities may have all or any terms or conditions or combination of terms in accordance with applicable regulations, prevalent market practices, including but not limited to terms or conditions or combination of terms in accordance with applicable regulations, prevalent market practices, including but not limited to terms and conditions relating to payment of dividend, interest, premium on redemption at the option of the Company and/ or holders of any Securities or for variation of the price or period of conversion of Securities into Equity Shares or issue of Equity Shares during the period of the securities or terms pertaining to voting rights or option(s) for early redemption of Securities. RESOLVED FURTHER THAT the Board be and is hereby authorized to issue and allot such number of Equity Shares as may be required to be issued and allotted, including issue and allotment of Equity Shares upon conversion of any Securities referred to above or as may be necessary in accordance with the terms of the offer, subject to the provisions of the Memorandum and Articles of Association of the Company all such Shares shall rank pari passu in all respects with the existing Equity Shares of the Company, including dividend. RESOLVED FURTHER THAT for the purpose of giving effect to any offer, issue or allotment of Equity Shares or securities or instruments representing the same, as described above, the Board be and is hereby authorized on behalf of the Company, to do all such acts, deeds, maters and things as it may, in its absolute discretion, deem necessary or desirable for such purpose, including without limitation, entering into arrangements for appointment of agencies for managing, underwriting, marketing, listing, trading of Securities issued, such as the depository, custodian, registrar, stabilizing agent, paying and conversions agent, trustee, underwriters, and to issue any offer documents(s), including but not limited to the preliminary and final offering documents and sign all deeds, documents and writings and to pay any fees, commissions, remuneration, expenses relating thereto and with power on behalf of the Company to settle all questions, difficulties or doubts that may arise in regard to such issue(s) or allotments(s) as it may, in its absolute discretion, deem fit. RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred, to any Committee of Directors or any one or more Directors of the 8

Company with power to delegate to any Officers of the Company including filing of offer document with authorities as required, affixing the Common Seal of the Company on agreements/ documents, arranging delivery and execution of contracts, deeds, agreements and instruments and opening bank accounts and demat accounts. 7. To consider and if thought fit, to pass with or without modification the following resolution as a SPECIAL RESOLUTION: RESOLVED THAT subject to the provisions of Section 269 read with Schedule XIII and any other applicable provisions of the Companies Act, 1956 and pursuant to Article 35 of the Articles of Association of the Company, Mr. R. Sriram, Managing Director be and is hereby re-appointed as the Managing Director of the Company for a period of one year commencing from December 3, 2012. RESOLVED FURTHER THAT under Section 198, 269, 209, 310, 311, 314 and any other applicable provisions of the Companies Act, 1956, Mr. R. Sriram be paid a remuneration of Rs.2,00,000 per month for his services as Managing Director with effect from December 3, 2012. RESOLVED FURTHER THAT in the event of there being loss or inadequacy of profit for any financial year, the aforesaid remuneration payable to Mr. R. Sriram, Managing Director of the Company shall be the minimum remuneration payable to him in terms of the provisions of Schedule XIII to the Companies Act, 1956 subject to the approval of the Central Government required, if any, from time to time. 8. To consider and if thought fit, to pass with or without modification the following resolution as a SPECIAL RESOLUTION : Notes: RESOLVED THAT, pursuant to provisions of Sections 198, 269, 302, 309, 310 and 311 read with Schedule XIII of the Companies Act, 1956 and other applicable provisions, if any, of the Companies Act, 1956, Mr. G.V. Satish Narayana be and is hereby re- appointed as Executive Director of the Company to hold office for a period of one year with effect from September 27, 2012 at a remuneration of Rs.1,35,000 per month RESOLVED FURTHER THAT in the event of there being loss or inadequacy of profit for any financial year, the aforesaid remuneration payable to Mr. G. V. Satish Narayana, Executive Director shall be the minimum remuneration payable to him in terms of the provisions of Schedule XIII to the Companies Act, 1956 subject to the approval of the Central Government required, if any, from time to time. 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. 2. Instruments of Proxy in order to be effective, must be received by the Company not less than 48 hours before the meeting. 3. The Register of Members and the share transfer books shall remain closed from September 22, 2012 to September 25, 2012 (both days inclusive). 9

4. As per the provisions of the Companies Act, 1956, facility for making nominations is now available to individuals holding Shares in the Company. The nomination Form-2B prescribed by the Government can be obtained from the Share Transfer Agent or may be downloaded from the website of the Department of Company affairs. 5. All documents referred to in the accompanying notice and the explanatory statement are open for inspection at the Registered Office of the Company on all working days, except Saturday, between 11.00 a.m. and 1.00 p.m. up to the date of the Annual General Meeting. 6. Members desirous of obtaining any information concerning accounts and operations of the Company are requested to address their questions in writing to the Company at least seven days before the date of the meeting so that the information required shall be made available at the meeting. 7. Members are requested to intimate their change of address and email id immediately: i) To their Depository Participants (DPs) in respect of their electronic share accounts; and ii) To the Company or its Share Transfer Agent, M/S Cameo Corporate Services Ltd, in respect of their physical share folios, if any. 8. Members are requested to mention their Folio. No. and shareholding in all their correspondence to the Company. Members are also requested to mention their E-mail Id and Telephone Number in all their correspondence to enable us act immediately. 9. Members are requested to dematerialize the shares held by them in physical form, if any. 10. In compliance with Clause 49 of the Listing Agreement, the Profile of the Directors is furnished in the Annual Report. 11. Pursuant to SEBI notification no. MED/DOP/ Circular/05/2009 dated May 20, 2009, it has become mandatory for the transferee(s) to furnish copy of PAN Card to the Company/ RTA to enable/ effect transfer of shares in physical form. 12. The detailed annual accounts of the subsidiary companies are available for inspection to the shareholders of the holding and subsidiary companies on any working day at the registered office of holding and the respective subsidiary companies. Copies may be furnished on demand by the members. 13. In terms of Section 173 of the Companies Act, 1956, Explanatory Statement in respect of Special Business is furnished below: Explanatory Statement under section 173(2) of the Companies Act 1956: Item No. 4 In terms of the provisions of section 81(1A) of the Companies Act, 1956 read with chapter VII of the SEBI (ICDR) Regulations, 2009 applicable for making of a preferential offer, a special resolution needs to be passed. In order to meet a part of its funding requirements for working capital purposes, part repayment of debt, normal business operation, ongoing expansion projects/ purchase or lease of capital equipments, as also for undertaking expansion projects in future, the Company proposes to raise by way of fresh issue of CCPs on Preferential basis. 10

The Company had previously received inward remittance aggregating to Rs.8,86,11,860 from SAAG (Mauritius) Limited during the period July 2009 to June 2010. In October 2011 the company has allotted 41,51,000 Compulsorily Convertible Preference Shares to SAAG (Mauritius) Limited amounting to Rs. 7,72,08,600. The company hereby propose to allot maximum of 1140326 Non- Cumulative Compulsorily Convertible Preference Shares (CCPs) of Rs.10 each at par for remaining share application money of Rs. 11403260. It may be noted that the Company has received approval from the Reserve Bank of India vide its letter dated July 13, 2011 to issue equity and or compulsorily convertible preference shares to SAAG (Mauritius) Ltd in lieu of the share application money. Section 81 of the Companies Act, 1956, provides, inter-alia, that where it is proposed to increase the subscribed Share Capital of the Company by issue and allotment of further Shares, such further Shares shall be offered to the persons who at the date of the offer are holders of the Equity Shares of the Company, in proportion to the capital paid up on those Shares as of that date unless the Shareholders in a general meeting decide otherwise. The Listing Agreements executed by the Company with the various Stock Exchanges also provide that the Company shall issue or offer in the first instance all securities to the existing Equity Shareholders of the Company unless the Shareholders in a general meeting decide otherwise. The Special Resolution thus, seeks the consent of the Shareholders authorizing the Board to make the proposed issue of Securities. The disclosures in terms of the SEBI (ICDR) Regulations, 2009 for preferential issues are as under: 1. Object of the issue through preferential offer: The objects of the proposed issue of Equity Shares are for meeting working capital requirements, capital expenditure plans, part repayment of Bank loan and general corporate requirements. 2. The intention of the promoters/directors/key management persons to subscribe to this offer : SAAG (Mauritius) Limited, part of the promoter group intends to subscribe to the preferential issue. 3. Proposed time within which allotment to be completed: The Company authorizes the Board of Directors to allot the CCPS by October 10, 2012 subject to any changes as may be determined by the Board of Directors of the Company and statutory approvals pending if any, i.e., within 15 (fifteen days) from the date of passing of resolution in the General Meeting or within 15 days from the date of receipt of in-principle approval, whichever is later. In case the allotment is pending on account of pendency of any approval for such allotment by any regulatory authority or the Government, the allotment shall be completed within 15 days from the date of the receipt of approval. 11

4. Shareholding pattern of the company before and after the proposed issue of CCPs: S. No Category Pre-Issue Post Issue Post-conversion to Equity III* IV* No. of Shares % No. of Shares % No. of Shares % No. of Shares % A. Promoters Holdings 1 2 Indian Promoters/ Promoter Group Foreign Promoters Equity/ Preference 289600 1.44 289600 1.44 289600 1.34 289600 1.27 6378000 31.76 6378000 31.76 7964000 36.76 9104326 39.92 Sub total 6667600 33.20 6667600 33.20 8253600 38.10 9393926 41.19 B. Non-Promoters Holdings 1 Public Shareholding 13412811 66.80 13412811 66.80 13412811 61.90 13412811 58.81 Total (A+B) 20080411 100 20080411 100 21666411 100 22806737 100 *Note - the equity shareholding pattern of the Company shall not change pursuant to the issue of the aforesaid Preference shares. The shareholding pattern pursuant to the conversion of the said preference shares into equity is illustrated above. Post Conversion of equity mentioned in III above is conversion of existing 1586000 preference shares into equity on April 9, 2013 and IV above is upon conversion of proposed issue of 1140326 preference shares into equity on April 9, 2014. 5. Identification of proposed allottees and the percentage of post preferential issue holding that may be held by them: The allottees of the proposed Equity shares have confirmed their readiness in writing to subscribe for the Equity shares of the Company as per the price formula fixed by SEBI Guidelines. The proposed allottees and their percentage holdings, pre and post preferential issue Capital are as given under the following table: Sr. No. Name of the proposed allottees Category Status Pre-Issue Post-Issue No. of Preference Shares % No. of Preference Shares % 1. SAAG (Mauritius) Limited Promoter Foreign Body Corporate 1586000 100% 2726326 100% The equity shareholding pattern pursuant to conversion of CCPs has been shown in point no.4 above. There shall be no change in the control or composition of the Board on allotment of CCPS or conversion of CCPS into equity. 12

6. Pricing and relevant date The issue price of Rs.10 per Equity Share is more than the price calculated in accordance with the SEBI (ICDR) Regulations and for this purpose the 'Relevant Date' is August 26, 2012. Since the pricing of the CCPs is determinted in terms of Regulation 76(1) of the SEBI (ICDR) Regulations, 2009 and the pricing under Regulation 76(2) of SEBI (ICDR) Regulations, 2009 is not applicable, the provisions regarding re-computation of the price of the CCPs pursuant to Regulation 76(3) of the SEBI (ICDR) Regulations, 2009 are also not applicable. 7. Auditors' Certificate: A copy of the Statutory Auditors of the Company certifying that the Preferential issue is being made in accordance with the requirements of Chapter VII of the SEBI (ICDR) Regulations for Preferential issue will be placed before the Shareholders. 8. Lock- in period for Shares proposed to be allotted: The Shares to be allotted to promoter/promoter group and to non promoter the shall be subject to a lock in from the date of allotment for a period of three years and one year respectively or such other period as prescribed under the SEBI ICDR Regulations. The aforesaid allotment does not require making of a public offer as it is below the prescribed threshold limit for making of a public offer and is in accordance with SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997. The Shares to be allotted shall be subject to the Memorandum and Articles of Association of the Company and shall rank pari-passu with the existing Equity Shares of the Company. The resolution set out in the notice is commended for approval of the Shareholders.None of the Directors of your Company is concerned or interested in the said resolution. Item No.5 In terms of the provisions of section 81(1A) of the Companies Act, 1956 read with chapter VII of the SEBI (ICDR) Regulations, 2009 applicable for making of a preferential offer, a special resolution needs to be passed. In order to meet a part of its funding requirements for working capital purposes, part repayment of debt, normal business operation, ongoing expansion projects/ purchase or lease of capital equipments, as also for undertaking expansion projects in future, the Company proposes to raise by way of fresh issue of Equity Shares on Preferential basis. The Company had previously received an amount of Rs. 8,116,075 from Miatru Agro Marketing Private Limited and Rs. 13,10,000 from Mr. Sudhir Golecha (herein after referred to as ( Mr. Sudhir ). During the Extraordinary General Meeting of shareholders held on December 29, 2010 (EGM), shareholders had given approval to allot shares to Miatru Agro Marketing Private Limited (herein after referred to as Miatru ) and Mr. Sudhir against the share application money received. Miatru and Mr. Sudhir had sold the shares during the six months preceeding the relevant date fixed for EGM in December 2010, which was not in line with the conditions prescribed under SEBI 13

(ICDR) Regulations, 2009. Hence, company could not allot shares to them during that time. Since the above mentioned amount of Rs. 8116075/- and Rs. 13,10,000/- were received as share application money, the company proposes to issue 322066 and 51984 equity shares of Rs. 10/- each at a premium of Rs.15.20 per share to Miatru and Mr. Sudhir respectively, subject to SEBI (IDCR) Regulations, 2009. Section 81 of the Companies Act, 1956, provides, inter-alia, that where it is proposed to increase the subscribed Share Capital of the Company by issue and allotment of further Shares, such further Shares shall be offered to the persons who at the date of the offer are holders of the Equity Shares of the Company, in proportion to the capital paid up on those Shares as of that date unless the Shareholders in a general meeting decide otherwise. The Listing Agreements executed by the Company with the various Stock Exchanges also provide that the Company shall issue or offer in the first instance all securities to the existing Equity Shareholders of the Company unless the Shareholders in a general meeting decide otherwise. The Special Resolution thus, seeks the consent of the Shareholders authorizing the Board to make the proposed issue of Securities. 1. Objects of the Issue: The objects of the proposed issue of Equity Shares are for meeting working capital requirements and general corporate requirements. 2. Intention of investor to subscribe to the Preferential issue: The allottees had conveyed their intention to subscribe to the shares of the company during 2010. 3. Shareholding pattern before and after issue: S. No Category Pre-issue Post issue A. Promoters Holdings No. of shares % No. of shares % 1. Indian Promoters/ Promoter Group 289600 1.44 289600 1.42 2. Foreign Promoters 6378000 31.76 6378000 31.18 B. Non-Promoters Holdings Sub total 6667600 33.20 6667600 32.60 1. Public Shareholding 13412811 66.80 13412811 65.57 2. Miatru - - 322066 1.57 3. Sudhir Golecha - - 51984 0.25 Sub total 13412811 66.80 13786861 67.40 Total (A+B) 20080411 100 20454461 100 14

4. Proposed time within which allotment to be completed: The Company authorizes the Board of Directors to allot the equity shares by October 10, 2012 subject to any changes as may be determined by the Board of Directors of the Company and statutory approvals pending if any, i.e., within 15 (fifteen days) from the date of passing of resolution in the General Meeting or within 15 days from the date of receipt of in-principle approval, whichever is later. In case the allotment is pending on account of pendency of any approval for such allotment by any regulatory authority or the Government, the allotment shall be completed within 15 days from the date of the receipt of approval. 5. Identification of proposed allottees and the percentage of post preferential issue holding that may be held by them: The allottees had conveyed their intention to subscribe to the shares of the company during 2010. The post preferential holding has been depicted in point no. 3 above. There will be no change in control consequent to preferential issue. 6. Pricing and relevant date The issue price of Rs.10 per Equity Share is more than the price calculated in accordance with the SEBI (ICDR) Regulations and for this purpose the 'Relevant Date' is August 26, 2012. Since the pricing of the CCPs is determinted in terms of Regulation 76(1) of the SEBI (ICDR) Regulations, 2009 and the pricing under Regulation 76(2) of SEBI (ICDR) Regulations, 2009 is not applicable, the provisions regarding re-computation of the price of the CCPs pursuant to Regulation 76(3) of the SEBI (ICDR) Regulations, 2009 are also not applicable. 7. Auditors' Certificate: A copy of the Statutory Auditors of the Company certifying that the Preferential issue is being made in accordance with the requirements of Chapter VII of the SEBI (ICDR) Regulations for Preferential issue will be placed before the Shareholders. 8. Lock- in period for Shares proposed to be allotted: The Shares to be allotted to promoter/promoter group and to non promoter shall be subject to a lock in from the date of allotment for a period of three years and one year respectively or such other period as prescribed under the SEBI ICDR Regulations. The aforesaid allotment does not require making of a public offer as it is below the prescribed threshold limit for making of a public offer and is in accordance with SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997. The Shares to be allotted shall be subject to the Memorandum and Articles of Association of the Company and shall rank pari-passu with the existing Equity Shares of the Company. The resolution set out in the notice is commended for approval of the Shareholders. None of the Directors of your Company is concerned or interested in the said resolution. 15

Item No.6 The Company intends to raise funds by issue of securities and utilize the proceeds for expansions, capital expenditures, repayment of loans, working capital requirements and general corporate requirements. This resolution seeks to obtain the authorization of the Members of the Company to enable the Board of Directors to raise an amount not exceeding Rs. 100 Crores or its equivalent, in one or more tranches, in such form, on such terms, in such manner, at such price and at such time as may be considered appropriate by the Board, to the various categories of investors. Section 81(1A) of the Act mandates that where it is proposed to increase the subscribed Share Capital of the Company by allotment of further Shares such further Shares shall be offered to the persons who on the date of the offer are holders of the Equity Shares of the Company, in proportion to the capital paid-up on those Shares as of that date unless the members decide otherwise. This resolution seeks the consent of the members to the Board of Directors to make the proposed issue of Securities, in consultation with the Lead Managers, Legal Advisors and other intermediaries as may be appointed by the Board of Directors and in the event it is decided to issue securities convertible into Equity Shares, to issue to the holders of such convertible securities in such manner and such number of Equity Shares on conversion as may be required to be issued in accordance with the terms of the issue, keeping in view the then prevailing market conditions and in accordance with the applicable provisions of rules, regulations or guidelines. The Board of Directors recommends the resolution set out at item No. 6 of the accompanying Notice for the approval of the members The Directors of the Company may be deemed to be concerned or interested in the Resolution at item No.6 of the Notice to the extent of Securities that may be subscribed to by the companies/ institutions of which they are Directors or members. Item No. 7 Mr. R. Sriram was re-appointed as Managing Director of the Company for a period of one year on a remuneration of Rs.2,00,000 per month with effect from December 3, 2011. The Remuneration Committee at its meeting held on August 27, 2012 recommended to reappoint Mr. R. Sriram as the Managing Director of the Company for a period of one year at same remuneration apart from Provident fund and Leave encashment to the extent provided under Schedule XIII of the Companies Act, 1956. The Board at its meeting held on August 27, 2012 recommended to the Shareholders the appointment of Mr. R. Sriram as the Managing Director for a further period of one year on the same terms and conditions as recommended by the remuneration committee. Since the Company incurred a loss for the year 2011-12, profits of the Company are inadequate and the effective capital of the company is negative, the Company requires approval of Central Government for payment of the proposed remuneration to the Managing Director. In accordance with the requirements of Clause (C) of Section II of Part II of Schedule XIII of the Companies Act, 1956, the following information is provided: 16

I. General Information (a) Nature of the Industry The Company is engaged in the business of construction and Infrastructure space. (b) Date or expected date of commencement of commercial production : Not Applicable (c) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus : Not Applicable. (d) Financial performance based on given indicators 2011-12 2010-11 Total Income (Rs. in Crores) 16.63 13.86 Profit After Tax (Rs. in Crores) (25.31) (8.89) Networth (Rs. in Crores) (1.79) 15.80 Earnings per share (Rs.) (14.06) (5.74) (e) Export performance and net foreign exchange collaborations: Not Applicable. (f) Foreign investments or collaborators, if any SAAG Consolidated (M) Bhd. through its subsidiary SAAG (Mauritius) Ltd., currently holds 6378000 Equity Shares representing 31.76% of the paid up equity share capital of the company and 1586000 Non-Cumulative Compulsorily Convertible Preference Shares representing 100% of paid-up preference share capital in the Company. II. Information about the appointee (a) Background details Mr. R. Sriram, son of Shri. R. Raju, is a B.Tech. (Civil) from IIT and M.S. in Construction Management and Soil Mechanics from Oklahoma State University, USA. He has more than 17 years of experience in management and execution of large size construction projects. He has also dealt with various technical experts across the globe and developed strategies for the growth of the Company. (b) Past Remuneration: His past remuneration was Rs.2 lakhs per month. (c) Recognition or awards Mr. R. Sriram is a B.Tech. (Civil) from IIT and M.S. in Construction Management and Soil Mechanics from Oklahoma State University, USA. He has over 17 years of experience in management and execution of large size construction projects. 17

(d) Job profile and his suitability Mr. R. Sriram, being the Managing Director, would be responsible for overall management and operations of the Company. He brings to the fore, 17 years of diverse experience in area of construction and Infrastructure. The Board considers that his re-appointment as Managing Director would be in the best of interest of the Company. (e) Remuneration Proposed Basic Salary : Rs. 1,20,000 per month House Rent Allowance : Rs. 48,000 per month Other Allowance : Rs. 32,000 per month Contribution to Provident fund : As per the rules applicable to the Company Entitlement to Leave : As per Company policy (f) Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person On a comparative study of other construction and infrastructure companies and commensurate with the size of the business of the Company, the proposed remuneration to Mr. R. Sriram is in line with the industry standards considering his diverse experience in the construction and Infrastructure sector and the fact that as Managing Director, he would be responsible for overall management and operations of the Company. (g) Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personal, if any Except for the proposed remuneration and his shareholding of 282500 shares, there is no other pecuniary relationship between Mr. R. Sriram and the Company. III. Other Information (a) Reasons of loss or inadequate profits The Company incurred losses to the tune of Rs. 25.31 crores during the year 2011-12, mainly on account of reduced operations, increase in interest cost, bad debts and provision for stressed assets. (b) Steps taken or proposed to be taken for improvement The company is looking to raise long term funds through private placement of securities. The company is planning to utilise these funds for repayment of its existing borrowings and for working capital purpose. This would help the company to bid for more projects and thereby increase the turnover and also to reduce interest burden. (c) Expected increase in productivity and profits in measurable terms At present the company requires more working capital to increase its turnover. As stated above the company is looking to raise long term funds for working capital purpose in order to increase its turnover and profit. 18

IV. Disclosures The requisite disclosures will be made in the Annual Report and also under the head Corporate Governance in the Directors' Report. This may also be considered as an abstract pursuant to Sec. 302 of the Companies Act, 1956, of the terms and conditions of this appointment. Except Mr. R. Sriram, Managing Director of the Company no other Director is directly or indirectly concerned or interested in the Resolution. Item No.8: Mr. G. V. Satish Narayana was re-appointed as the Executive Director of the Company with effect from 27th September 2011 at a remuneration of Rs.1,35,000 per month. The Remuneration Committee at its meeting held on August 27, 2012 recommended re-appointment of Mr. G. V. Satish Narayana as the Executive Director of the Company for a further period of one year with effect from September 27, 2012 at same remuneration. The Board at its meeting held on August 27, 2012 recommended to the Shareholders for appointment of Mr. G. V. Satish Narayana as Executive Director of the Company for a period of one year on the same terms and conditions as recommended by the remuneration committee. Since the Company incurred a loss for the year 2011-12, profits of the Company are inadequate and the effective capital of the company is negative, the Company requires approval of Central Government for payment of the proposed remuneration to the Executive Director. In accordance with the requirements of Clause (C) of Section II of Part II of Schedule XIII of the Companies Act, 1956, the following information is provided: I. General Information (a) Nature of the Industry The Company is engaged in the business of construction and Infrastructure space. (b) Date or expected date of commencement of commercial production : Not Applicable (c) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus. Not Applicable. (d) Financial performance based on given indicators (in Rs. in Crores) 2011-12 2010-11 Total Income (Rs. in Crores) 16.63 13.86 Profit After Tax (Rs. in Crores) (25.31) (8.89) Networth (Rs. in Crores) (1.79) 15.80 Earnings per share (Rs.) (14.06) (5.74) 19