Annual Report - GMR Industries - 2009-2010

GMR INDUSTRIES LIMITED

ANNUAL REPORT 2009-2010

DIRECTOR'S REPORT

Your Directors have pleasure in presenting their 24th annual report
together with the audited financial statements for the year ended 31st
March, 2010.



The financials for the year ended 31st March, 2010 are summarized below:

(Rs. in Lakhs)
2009-10 2008-09

Sales Income 19764.49 12684.33

Other Income 2991.76 806.66

Total Income 22756.25 13490.99

Profit before Interest and Depreciation 1745.02 3061.35

Interest 4209.89 2051.50

Depreciation 2687.48 1781.46

Profit before prior period expenses & tax (5152.35) (771.61)

Extraordinary items 831.29

Profit before taxation (5983.64) (771.61)

Provision for tax

- Earlier years 55.56 -

- Deferred Tax (196.11) (859.21)

- Fringe Benefit Tax - 26.30

Profit after Tax (5843.09) 61.30

Balance brought forward from previous year 5572.66 5551.02

Less: Adjustment on account of Foreign
Exchange Differences - (39.65)

Balance available for appropriations (270.43) 5572.67

Set-off against General Reserve (270.43) -

Appropriations:

Proposed Preference Dividend - -

Proposed Equity Dividend - -

Taxes on Dividends - -

Transfer to General Reserve - -

Balance carried forward to Balance Sheet - 5572.67

DIVIDEND:

In view of the losses incurred, your Board does not recommend any dividend
for the financial year ended 31 March, 2010.

COMPANY PERFORMANCE:

During the year under review, your company's turnover was Rs. 19764.49
lakhs as against Rs.12684.33 lakhs for the previous year. The profit before
interest and depreciation of Rs. 1745.02 Lakhs was lower by 43% as compared
to the last year.

The performance of the Company was adversely affected mainly due to low
availability of sugarcane, leading to lower production of sugar and lower
bagasse and molasses availability impacting the entire value chain. In
Karnataka both the units at Haliyal and Ramdurg had initial technical
problems leading to lower production. At Haliyal, after the crushing
started the plant could not work at full capacity for nearly 50 days due to
design issues of the Evaporator. There was also considerable delay in
getting the license for Distillery operations from the Government of
Karnataka; this combined with plant stabilization challenges led to low
production at Distillery. At Ramdurg, there was a breakdown of the turbo-
generator and collapse of spray pond during the beginning of the season due
to which commencement of crushing was delayed by about 4 weeks. Both plants
have, however, stabilized towards the end of the season.

The Company also faced the challenge of mobilizing harvesting and transport
gangs in Karnataka. On the pricing front while the selling price of sugar
started going up in the first two quarters, the Company could not take
advantage owing to low carry forward inventories. During the season, high
cane prices more than negated the improvement in selling prices. Moreover
in line with the Industry, the Company had to pay over Rs. 831.29 Lakhs
during the year in Karnataka as additional cane price for the cane supplied
during the previous year. The Government has also enhanced the levy quota
of sugar from 10% to 20% without corresponding increase in the levy price,
thus putting additional burden on the Company.

During the year, the Company has written back Rs.1408.12 Lakhs being the
provision made towards 'L' factor pursuant to an amendment made to the
sugarcane control order.

NEW PROJECTS:

During the year, the Company acquired the balance share capital of
Alagawadi Bireshwar Sugars Pvt. Ltd. (ABSPL), which has become a wholly-
owned subsidiary of the Company w.e.f. 27th March, 2010. ABSPL proposes to
set up an integrated sugar plant at Raibagh, Karnataka and the land
acquisition process is almost completed. The acquisition of land at
Srikakulam is also in progress.

MEASURES TAKEN FOR CANE DEVELOPMENT:

Implementation of the 5-year Cane Development Plan that your Company had
drawn last year is under progress and this is expected to improve cane
acreage and yield in the coming years. Major cane development programs will
continue to be initiated by the Company aimed at improving area under
cultivation, cane yield and improving the quality of cane.

CLEAN DEVELOPMENT MECHANISM (CDM):

As the shareholders are aware, the Company has registered its Methane
Capture Project with UNFCCC-Clean Development Mechanism (CDM). Your Company
shall further pursue its effort in identifying fresh CDM Projects in new
locations at Haliyal for energy efficiency devices.

SHARE PURCHASE AGREEMENT:

The promoters of the Company M/s. GMR Holdings Pvt. Ltd. have signed a
Share Purchase Agreement with EID Parry(India) Ltd (EID Parry) on 25th
April 2010 to sell up to 1,29,75,110 but not less than 1,01,80,471 Shares,
i.e., constituting up to 65% but not less than 51% of the issued and paid
up equity share capital of our Company and the entire preference share
capital of the company viz., 12831880 Preference shares of Rs.11/- each.
The acquisition of equity shares in our Company by EID Parry is subject to
the compliance by EID Parry of the SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 1997 (Takeover Code). Pursuant to such
requirement under the Takeover Code, EID Parry has made a Public
Announcement on 26th April 2010.

EID Parry, established in the year 1788, is part of Murugappa group, one of
the respected and largest business groups in the country. EID Parry is a
dominant player in Sugar with interests in promising areas of Bio
Pesticides and Nutraceuticals. Incorporated in 1975, the company has five
sugar factories having a capacity to crush 19000 Tonnes of Cane per day,
generate 85 MW of power and two distilleries having a capacity of 135 KLPD.
EID Parry, being an established player in the Sugar Industry with proven
track record, we believe that this proposed acquisition will enhance the
shareholders' value in the long run and will further reinforce the
Company's commitment to the sugar business and strengthen our relationship
with the Farmers.

MANAGEMENT DISCUSSION & ANALYSIS:

SUGAR INDUSTRY OVERVIEW:

In response to the surge in retail sugar prices towards the latter half of
the year, the Government intervened with a series of measures. The levy
quota was increased from 10% to 20% without a corresponding increase in
price. Restrictions were imposed on stock holding by major institutional
buyers. To address the demand-supply gap and the consequent effect on
prices the release mechanism was tightened and import duty on raw and white
sugar was lifted.

With supplies easing towards the end of the year and the estimated sugar
production revised upwards, sugar prices fell considerably thereby
adversely affecting the economics of the Mills which had taken positions on
raw sugar imports.

There is likely to be a surge in domestic sugar production in the next two
years, 22.5 million MT in 2010-11 going up to 30 million MT in 2011-12,
against 18 million MT in 2009-10. The consumption is expected to grow at
around 3% from the current level of 24 million MT.

Our Performance during 2009-2010:

Crushing of sugarcane during the year was 5,85,352 MT (2008-09; 3,83,244
MT). The sugar production was at 5,66,855 qtls (2008-09; 3,89,825 Qtls) and
sales was 4,56,592 qtls (2008-09; 3,05,278 qtls). The average sugar sales
realization was Rs. 2,779 per qtl. (2008-09; Rs.1,717 per qtly. During the
year, the Company processed 19963 MT of raw sugar at its Sankili plant on
job work basis and achieved a contribution of Rs.137.47 Lakhs.

COGENERATION:

As per estimates, there is a potential for power generation of about 15,000
MW (including sugar industry) through co-generation in various core
industries in the country. Co-generation will help to improve the quality
of life while keeping the environment clean.

The sugar industry is playing an important role within this renewable
energy landscape. Bagasse, a sugar industry by-product and other renewable
biomass can substitute fossil fuels in power generation, while reducing
greenhouse gas emissions. According to sources, the cogeneration facility
can add 9,700 MIN of power, addressing around 6% of the country's
cumulative power requirement with the potential to earn around 48 million
carbon credits besides leveraging uninterrupted power supply and enhance
asset utilization. On the other hand, some of the power generated can be
used for captive consumption thereby reducing power cost.

During the year the total power generated by our Cogeneration Plants was
1025.56 lac units, as against 814.80 lac units in the previous year. The
Company benefited due to a short term enhancement in power tariff rate by
the Government of Karnataka.

DISTILLERY:

Molasses, the byproduct of sugarcane crushing, can be converted into
various types of alcohols like Rectified Spirit, Extra Neutral Alcohol and
Fuel Alcohol. Majority of distilleries in India produces alcohol from
sugarcane molasses. The distillery industry based on molasses consists of
potable liquor and industrial alcohol.

The commissioning of the Distillery plant at Haliyal was delayed due to
delay in receipt of the approval of the license from the Government of
Karnataka. During the year the Company produced 95.92 lakh litres of
Industrial Alcohol against,93.54 lakh litres produced in the previous year.

SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE:

Product / Services 2009-10 2008-09
Quantity Value Quantity Value
(Rs. in (Rs. in
Lakhs) Lakhs)

Sugar (Quintals) 456592 12687.23 305278 5241.40
Cogen (Units) 73333000 3238.01 59174150 3002.73
Distillery (Litres.) 9881000 3423.02 9010321 2715.75

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:

The Company has in place adequate systems of internal control. It has
documented procedures covering all financial and operating functions. These
controls have been designed to provide a reasonable assurance with regard
to maintaining proper accounting controls, monitoring of operations,
protecting assets from unauthorized use or losses, compliances with
regulations and for ensuring reliability of financial reporting. The
Company has continued its efforts to align all its processes and controls
with best practices in these areas as well. All these controls and
processes have been embedded and integrated with SAP system including the
Cane Management System which has been implemented. Some significant
features of the internal control systems include the following:

- Delegation of power and responsibility matrix with authority limits
defined for incurring capital and revenue expenditure;

- Corporate policies on accounting and major processes;

- Well-defined processes for formulating and reviewing annual and long-term
business plans;

- Preparation and monitoring of annual budgets for all operating
activities, projects and service functions;

- A well-established multi-disciplinary internal audit team, which review
and report to the management and the Audit Committee about the compliance
to internal controls, corporate governance, statutory compliance efficiency
and effectiveness of operations, key process risks, and information
integrity & security;

- Audit Committees of the Board of Directors regularly reviews the audit
plans, significant audit findings, compliance to suggested audit
recommendations, adequacy of internal controls, compliance to Accounting
Standards as well as reasons for changes in accounting policies and
practices, if any;

- Entity-level controls and testing of key controls as a part of compliance
to applicable rules and regulations;

- Identifying and mitigating key business risks through an Enterprise Risk
Management programme.

HUMAN RESOURCES DEVELOPMENT:

Your Company is a strong value based organization with a culture that
promotes openness, empowerment and freedom. The organization believes that
human capital is the key differentiator in business in a challenging and
competitive environment, The Company had a total employee strength of 571
as on 31 March, 2010. The company and the management strive to deliver
contemporary HR practices focusing on long-term imperatives such as:

Talent Management: The Company nurtures both experience and fresh talent
and actively encourages talent acquisition from both within the sector and
outside. This gives the Company the benefit of cross pollination. The
process of job rotation, job enrichment and job sculpting has started this
year as a first step towards exposing the employees to diverse and
challenging assignments thereby building the talent pipeline for the
future. As part of talent management the company also initiated formal
process of succession planning for critical positions.

Learning & Development and capability enhancement: During the year the
Company organized Senior Leadership Programmes to enhance Leadership
capability. Hewitt was engaged to assess the developmental interventions
required for the Senior Leadership Team. Competency Development Programmes
were also organized for the Top Management, NextGen Managers programme for
the Middle Management, First Time Leaders Programme for the Junior
Management and Development programmes for the Staff.

Two way Employee Communication: The Company is guided by its stated Values
and Beliefs - Humility, Entrepreneurship, Teamwork and Relationships,
Deliver the promise, Learning, Social responsibility and Respect for
Individual which influences our management practices and processes. A
series of initiatives were taken during this year to ensure that these were
cascaded down to all the employees of the company through V & B workshop at
each unit locations. Communication by Top Management through Town Hall and
Skip Level meetings and other forums has created confidence and resulting
in active involvement of employees.

Employee Engagement: Few of the initiatives driven to enhance employee
engagement were Self Managed Team Concept, Institutionalization of 5's
implementation, Visual Factory- Safety Awareness, Quality Circles,
Foundation day, Knowledge sharing sessions, Jagruti- HR Policy Road shows
and Industrial visits.

Rewards and Recognitions: These includes Best Employee Award, Long Service
Awards etc.

CAUTIONARY STATEMENT:

The management discussion and analysis report containing your Company's
objectives, projections, estimates and expectation may constitute certain
statements, which are forward looking within the meaning of applicable laws
and regulations. Actual results may differ materially from those expressed
or implied in the statement. Your Company's operation may interalia be
affected by the supply and demand situations, input price and the
availability, changes in the government regulations, tax laws and other
factors. The Company cannot guarantee the accuracy of the assumptions and
perceived performance of the Company in future. The investors should bear
the above in mind.

SUBSIDIARY ACCOUNTS:

In terms of the approval granted by the Central Government a/s 212(8) of
the Companies Act, 1956, copies of the Balance Sheet, Profit & Loss
Account, and Reports of the Board and the Auditors of the Subsidiary
Company, Alagwadi Bireswar Sugars Pvt Ltd. have not been attached to the
Balance Sheet of the Company as at 31 st March, 2010. However, as directed
by the Central Government, the financial data of the subsidiary have been
separately furnished forming part of the Annual Report. The Company will
make available the annual audited accounts and related detailed information
of the Subsidiary Company upon request by any member of the Company. These
documents will also be available for inspection at the Registered Office of
the Company during working hours up to the date of the Annual General
Meeting.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements have been prepared by the Company in
accordance with the applicable Accounting Standards issued by the Institute
of Chartered Accountants of India and the same together with Auditors'
Report thereon form part of the Annual Report.

DIRECTORS:

Mr. B.V.N. Rao, Chairman resigned from the Board with effect from 19th

October, 2009. The Board places on record its grateful appreciation of the
valuable services rendered and contributions made by Mr. B.V.N. Rao as the
Chairman of the Company. Mr. K.Balasubramanian joined the Board on 27th
October, 2009 and was appointed as Chairman of the Company.

Mr. D. Kumaraswamy joined the Board as an Additional Director on 18th May,
2010 in terms of the share purchase agreement signed by the promoters of
the Company with EID Parry (India) Ltd.

Both Mr. K. Balasubramanian and Mr. D. Kumaraswamy will hold office till
the ensuing Annual General Meeting. The Company has received notices from
members proposing the appointments of K. Balasubramanian and Mr. D.
Kumaraswamy as Directors of the Company. A brief resume, expertise and
details of other directorships of K. Balasubramanian and Mr. D. Kumaraswamy
are provided in the Notice of the ensuing Annual General Meeting.

Mr. Uday M.Chitale and Mr. N.V. Varadarajulu retire by rotation in terms of
Article 108 of the Articles of Association of the Company and being
eligible, offers themselves for re-appointment. A brief resume, expertise
and details of other directorships of Mr. Uday M.Chitale and Mr. N.V.
Varadarajulu are provided in the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 and on the basis of
explanation given by the Executives of the Company and also subject to
disclosures in the Annual Accounts, your Directors confirm as under:

i. that in the preparation of the annual accounts, the applicable
Accounting Standards have been followed along with proper explanations
relating to material departures.

ii. that the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the loss of the Company for
that period.

iii. that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities.

iv. that the Directors had prepared the annual accounts for the financial
year ended 31st March, 2010 on a going concern basis.

SOCIAL RESPONSIBILITY:

Through its CSR projects, the Company seeks to provide quality education,
improve access to public health system, nutritional inputs and enhancing
economic opportunities of families and community through the promotion of
sustainable agriculture and micro enterprises and by providing vocational
training to youth and girls. The CSR arm of the Group, GMR Varalakshmi
Foundation run preschools which provide care and support to the children
below 6 years of age.Through Bala Badi centers, supplementary nutrition and
regular health checkups are provided to the children. Training and
orientation are given to the mothers on best child rearing practices and
family planning methods. Other initiatives of the Foundation includes
working with Government schools to improve the quality of education,
organizing Medical and health checkups for the children/families, regular
medical camps like eye-camp, dental camps and diabetes camps, etc. The
Foundation also facilitates in tying up with recognized training institutes
for the skill development for young boys in the area of driving, desk top
publishing, garment making, electrical wiring, mobile and TV repair, etc.
Apart from improving the livelihood, the Foundation also has facilitated
self help groups and village development committees in order to ensure
people's participation towards ensuring sustainability of its intervention.

PREFERENCE SHARE CAPITAL:

The Company had issued 8% Redeemable Preference shares to the Shareholders
of erstwhile Varalakshmi International Limited (VIL) consequent upon VIL's
merger with the Company on August 14, 2004. The entire 12831880 preference
shares of the Company are currently held by GMR Holdings Pvt. Ltd. the
promoters of the Company. As per the consent received from M/s GMR Holdings
Pvt. Ltd. pursuant to the provisions of Section 106 of the Companies Act,
1956, the terms of the said 8% cumulative preference shares have been
varied to be non-cumulative. The Company has accordingly, treated the same
in the Accounts for the year ended 31.03.2010. The Share Purchase Agreement
entered into by the promoters with E.I.D.- Parry (India) Ltd. also includes
the said preference shares.

FIXED DEPOSITS:

During the year under review, your Company has neither invited nor accepted
any fixed deposits from the public as per the provisions of Section 58A of
the Companies Act 1956. As such, no amount of principal or interest was
outstanding as on the date of the Balance Sheet.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance Requirements as set out
by SEBI. The Ministry of Corporate Affairs recently announced a set of
voluntary guidelines on Corporate Governance. The Company, in line with its
guiding principle of being committed to the philosophy and practices of
good corporate governance, is in conformity with many of these guidelines
and will evaluate the feasibility for its implementation gradually. The
report on Corporate Governance as stipulated under Clause 49 of the Listing
Agreement forms part of the Annual Report. The requisite certificate from a
Practicing Company Secretary confirming compliance with the conditions of
Corporate Governance as stipulated under the aforesaid clause 49 is
attached to this Report.

PERSONNEL RELATIONS:

Your directors hereby place on record their appreciation for the services
rendered by the executives, staff and workers of the Company. During the
year under review, relations between the employees and the management
continued to remain cordial.

CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:

The information relating to conservation of energy, technical absorption
and foreign exchange earnings and outgo pursuant to Section 217(1) (e) of
the Companies Act, 1956 read with the Companies (Disclosure of particulars
in the report of Board of Directors) Rules, 1988 is given in the Annexure
forming part of this Report.

AUDITORS:

M/s. Price Waterhouse, Chartered Accountants (Registration No 007568S),
statutory auditors of the Company, who retire at the conclusion of the
ensuing Annual General Meeting of the Company have expressed their desire
to discontinue as Auditors of the Company for the financial year 2010-11.
M/s. Price Waterhouse, Chartered Accountants (Registration No 301112E )
have expressed their willingness for appointment as statutory auditors and
confirmed that their appointment, if made, will be within the prescribed
limits under Section 224 (1 B) of the Companies Act, 1956. Special notice
has also been received from a member proposing the appointment of M/s.
Price Waterhouse, Chartered Accountants (Registration No 301112E) as
statutory auditors of the Company for the financial year 2010-11.

COST AUDITORS:

Mr. S.P. Sarma, Cost Accountant, was appointed as Cost Auditor of the
Company with the consent of the Government of India for conducting the cost
audit of Sugar Units of the Company, for the financial year 2009-10.
However, due to the sad demise of Mr. Sarma, the Company appointed Mr.
Narashima Murthy & Co., Cost Auditor to carry out the cost audit for the
year 2009-2010.

PARTICULARS OF EMPLOYEES:

The information required under Section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975 is given in
Annexure forming part of this Report.

ACKNOWLEDGEMENTS:

Your directors acknowledge and express their grateful appreciation for the
co-operation and assistance received from Banks, Government Authorities,
Customers, Farmers and Suppliers.

Your directors also thank the shareholders for the confidence reposed by
them in the management of the Company and for their continued support and
co-operation.

For and on behalf of the Board

Place : Bangalore K. Balasubramanian
Date : June 18, 2010 Chairman

Information in accordance with the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 and forming part of
Directors' Report for the year ended 31 March, 2010:

A) Conservation of energy:

a) Energy Conservation Measures Taken:

At the Haliyal Plant Variable Frequency devices (VFDs) have been installed
at Diffuser for the Scalding Juice pumps. VFDs have also been installed for
Air blower for Sulphur burners

b) Additional investments and proposals, if any, being implemented for
reduction of consumption of energy:

The Company have invested an amount of Rs. 5 Lakhs for Energy Audit of the
Haliyal plant.

c) Impact of the measures at (a) and (b) above for reduction of energy
consumption and consequent impact on the cost of Production of goods:

Savings achieved is @ 0.5 unit/ton of cane by installing above VFDs.
Suggestions of energy audit will be taken up during the next financial
year.

d) Total energy consumption and energy consumption per unit of production:

As per Form A.

B) Technology absorption:

e) Efforts made in technology absorption : As per Form B

C) Foreign exchange earnings and outgo:

(Rs. in Lakhs)
f) Activities relating to exports; initiatives : Nil
taken to increase exports; development of new
export markets for products and services; and
export Plans;

g) Total foreign exchange used and earned:

2009-2010 2008-2009
Rs. in Lakhs Rs. in Lakhs

Foreign Exchange used:

a) Capital Items 254.41 942.83

b) Stores & Spares - 14.53

c) Travel Expenses - 15.42

d) Consultancy Fees - 56.86

e) Aircraft inspection and data link service. - 60.62

Foreign Exchange earned
Sale of CER / VER - 89.28

FORM - A

Form for Disclosure of particulars with respect to Conservation of Energy

A. POWER AND FUEL CONSUMPTION:

2009-10 2008-09

1. Electricity:

a. Purchased units 93573 606601
Amount (Rs. in Lakhs) 528911 28.54
Rate / Unit Rs. 5.65 4.70

b. Own Generation:
(i) Through Diesel
Units generated 271958 278171
Diesel Consumed (Ltrs) 156655 118670
Cons. value of diesel (Rs. in Lakhs) 62.19 43.45
Units per Litre of Diesel Oil 1.74 2.34
Cost / Unit (Rs.) 22.87 15.62

(ii) Through Steam Turbine
Units generated 19767411 16223592
Cost / Unit Rs. 6.98 4.03

2. Furnace Oil -
Units (Litre) -
Amount (Rs.) -
Cost / Unit Rs. -

3. HSD Oil
Units (Litre) 156655 86537
Amount (Rs. in Lakhs) 62.19 31.13
Rate / Unit Rs. 39.70 35.97

B. CONSUMPTION PER UNIT OF
PRODUCTION / SUGAR (QTL):

1. Electricity (Units) 35.27 39.88
2. Furnace Oil (Litre) Nil Nil
3. HSD Oil 0.27 0.20

FORM - B
(See rule 2)

Form for disclosure of particulars with respect to absorption.

Research and development (R & D)

1. Specific areas in which R & D }
carried out by the company. }
}
2. Benefits derived as a result of }
the above R & D }
}
3. Future plan of action }
}
4. Expenditure on R & D: }
(a) Capital }
}
(b) Recurring }
}
(c) Total }
}
(d) Total R & D expenditure as a }
percentage of total turnover }
Technology, absorption, adaptation } -- NIL --
and innovation }
}
1. Efforts, in brief, made towards }
technology absorption, adaptation }
and innovation. }
}
2. Benefits derived as a result of }
the above efforts, e.g., product }
improvement, cost reduction, product }
development, import substitution, etc. }
}
3. In case of imported technology }
(imported during the last 5 years }
reckoned from the beginning of the }
financial year), following information }
may be furnished }
}
(a) Technology imported. }
}
(b) Year of import. }
}
(c) Has technology been fully absorbed? }
}
(d) If not fully absorbed, areas where }
this has not taken place, reasons there }
for and future plans of action }

For and on behalf of the Board

K. Balasubramanian
Chairman

Place : Bangalore
Date : June 18, 2010.

'Persons constituting group coming within the definition of 'group' for the
purpose of Regulation 3(1)(e)(i) of the Securities and Exchange Board of

India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997,
include the following:'

GMR Holdings Private Limited - Holding Company
Alagwadi Bireshwar Sugars Private Limited
GMR Infrastructure Limited
Delhi International Airport Private Limited
GMR Hyderabad International Airport Limited
GMR Airports Holding Limited
GMR Hyderabad Aerotropolis Limited
GMR Hyderabad Airport Resource Management Limited
Hyderabad Menzies Air Cargo Private Limited
Gateways for India Airports Private Limited
GMR Hyderabad Aviation SEZ Limited
GMR Hyderabad Multiproduct SEZ Limited
Hyderabad Airport Security Services Limited
GMR Hotels and Resorts Limited
DIAL Cargo Private Limited
Delhi Aerotropolis Private Limited
Delhi Aviation Fuel Facility Private Limited
East Delhi Waste Processing Company Private Limited
GMR Energy Limited
GMR Power Corporation Limited
GMR Vemagiri Power Generation Limited
GMR Mining & Energy Private Limited
GMR Chhattisgarh Energy Private Limited
GMR Energy Trading Limited
GMR Consulting Services Private Limited
Himtal Hydro Power Company Private Limited
GMR (Badrinath) Hydro Power Generation Private Limited
GMR Kakinada Energy Private Limited
Badrinath Hydro Power Generation Private Limited
GMR Kamalanga Energy Limited
GMR Upper Karnali Hydro Power Public Limited
GMR Coastal Energy Private Limited
GMR Bajoli Holi Hydropower Private Limited
GMR Londa Hydropower Private Limited
EMCO Energy Limited
PT Barasentosa Lestari
PT Dwikarya Sejati Utma
PT Duta Sarana Internusa
PT Unsoco
Island Power Intermediary Pte. Limited
Island Power Company Pte. Limited
Island Power Supply Pte. Limited
GMR Rajahmundry Energy Limited
SJK Powergen Limited
Karnali Transmission Company Private Limited
Marsyangdi Transmission Company Private Limited
GMR Maharashtra Energy Limited
GMR Highways Limited
GMR Tuni Anakapalli Expressways Private Limited
GMR Tambaram Tindivanam Expressways Private Limited
GMR Jadcherla Expressways Private Limited
GMR Pochanpalli Expressways Limited
GMR Ulundurpet Expressways Private Limited
GMR Hyderabad Vijayawada Expressways Private Limited
GMR Ambala - Chandigarh Expressways Private Limited
GMR Chennai Outer Ring Road Private Limited
GMR OSE Hungund Hospet Highways Private Limited
GMR Krishnagiri SEZ 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 Energy (Mauritius) Limited
GMR Lion Energy Limited
Lion Energy Tuas Pte. Limited
GMR Energy (Cyprus) Limited
GMR Energy (Netherlands) BV
GMR Infrastructure (Mauritius) Limited
GMR Infrastructure (Cyprus) Limited
GMR Infrastructure Overseas Sociedad Limitada
GMR International (Malta) Limited
GMR Infrastructure (Global) Limited
GMR Energy (Global) Limited
GMR Infrastructure (Singapore) Pte. Limited
GMR Corporate Affairs Private Limited
GMR Infratech Private Limited
GMR Campus Private Limited
GMR Aviation Private Limited
GMR Corporate Center Limited
Dhruvi Securities Private Limited
GMR Ventures Mauritius Limited
GMR Infrastructure (UK) Limited
GMR Sports Private Limited
GMR League Games Private Limited
GMR Projects Private Limited
Kakinada Refinery & Petrochemicals Private Limited
GMR Infrastructure (Netherlands) B.V.
GMR Infrastructure Investments (Singapore) Pte. Limited
GBS Holdings Private Limited
BSR Holdings Private Limited
GKR Holdings Private Limited
GMR Airport Developers Limited
GMR Infra Ventures Private Limited
GMR Varalakshmi Foundation
GMR Ventures Pte. Limited
GMR Holding Pte. Limited
GMR Ventures (UK) Limited
GMR Infra Holdings (Mauritius) Limited
GMR International (Mauritius) Limited
GMR Infra (Overseas) Limited
Mr. G M Rao
Mr. Srinivas Bommidala
Mr. G B S Raju
Mr. Kiran Kumar Grandhi
Ms. G Varalakshmi
Ms. B Ramadevi
Ms. Smitha Raju
Ms. Ragini Kiran
Other Group Companies
Raxa Security Services Limited
Ideaspace Solutions Limited
GMR Estates Private Limited
GMR Bannerghatta Properties Private Limited
GMR Hebbal Towers Private Limited
Asteria Real Estates Private Limited
Nirasree Real Estates Private Limited
Rajeswara Real Estates Private Limited
Salvia Real Estates Private Limited
Sreejaya Properties Private Limited
Vijay Nivas Real Estates Private Limited
Ganasatya Real Estates Private Limited
Dandelion Properties Private Limited
Fabcity Properties Private Limited
Kondampeta Properties Private Limited
Larkspur Properties Private Limited
Delhi Golf Link Properties Private Limited
Hyderabad Jabilli Properties Private Limited
MAS GMR Aerospace Engineering Company Limited
Rajam Enterprises Private Limited
Grandhi Enterprises Private Limited
Kirthi Timbers Private Limited
Corporate Infrastructure Services Private Limited
GMR Holdings (Mauritius) Limited
Crossridge Investments Limited
Master Globe Limited
GMR Holding (Malta) Limited
GMR Infrastructure (Malta) Limited
GMR Holdings (Overseas) Limited
Toridon Enterprises Limited
GMR International FZE
GMR Holdings Overseas Spain, S.L.U
Leora Real Estates Private Limited
Pashupati Artex Agencies Private Limited
Ravivarma Realty Private Limited
InterGen N.V.
GMR Enterprises Private Limited
Sri Varalakshmi Jute Twine Mills Private Limited
Istanbul Sabiha Gokcen Uluslararasi Havalimani Yatirim Yapim
ve Isletme A S.(Sabiha Gokcen International Airport, Istanbul)
Istanbul Sabiha Gokcen Uluslararasi Havalimani Yer Hizmetleri
A.S (Ground Handling Company)
LGM Havalimani Isletmeleri Ticaret Ve Turizm Anonim Sirketi
LGM Guvenlik Hizmetleri Anonim Sirketi
Limak-GMR Adi-Ortakl (Limak-GMR Joint Venture)
Homeland Energy Group Limited
Deepesh Properties Private Limited
Padmapriya Properties Private Limited

For and on behalf of the Board

K. Balasubramanian
Chairman

Place : Bangalore

Date : June 18, 2010.