(Global) Limited - GMR

PriceWlterhous$Coopers
Sixty Circular Road
DouSI..
1,leorMan
IM11SA
Independent auditors' report to the members of
Facsimile +44 (0) 1624 689690
MWI.pwc.eomlim
GMR Infrastructure (Global) Limited
Telephone +44 (0) 1624 689689
Report on the Financial Statements
We have audited the accompanying financial statements of GMR Infrastructure (Global) Umited which
comprise the balance sheet as of 31 March 2010 and the profit and loss account for the year then ended and a
summary of significant accounting pOlicies and other explanatory notes.
Directore' Responsibility for the Financial Statements
The directors are responsible for the preparation and fair presentation of these financial statements in
accordance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting ~.
Practice). TIlia reaponsibility includes: designing. implementing and maintaining internal control relevant to the
preparation and fair presentation of financial statements that are free from material misstatement. whether due
to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that 1
are reasonable In the circumstances.
Auditors' Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. This report.
including the opinion, has been prepared for and only for the company's members as a body in accordance
with our engagement letter dated 14 April 2010 and for no other purpose. We do not, in giving this opinion.
accept or assume responsibility for any other purpose or to any other person to whom this report is shown or
into whose hands it may come save where expressly agreed by our prior consent in writing.
We conducted our audit in accordance with Intematlonal Standards on Auditing. Those Standards require that
we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether
the finanCial statements are free from material misstatement.
An audIt Involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditors' Judgment, including the assessment of
the risks of material misstatement of the financial statements, Whether due to fraud or error. In making those
risk assessments. the auditor considers internal control relevant to the entity's preparation and fair presentation
of the financial statements in order to design audit procedures that are appropriate in the circumstances. but
not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by the directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit eVidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
OpInion
In our opinion, the accompanying financial statements give a true and fair view of the finanCial position of the
Company as of 31 March 2010 and of Its financial performance for the year then ended in accordance with
United Kingdom Generally Accepted Accounting Practice.
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The Isk! Of Man trrm of PricewaterhouseCoopers Is a member Of PricewaterhouseCoop6rs IntemaUonal Limited. a
company limited by guatantee registered In England and Wale$. The prinCipal placa of bllsiness Of the Isle of Man firm of
PricewaterhousllCOOpers III at the above address. Partners: I G Clague, 0 B Churcher and M Simpson. 4

Emphasis of matter
We draw attention to note 3 to these financial statements, which discloses that the company has recognised an
investment in the fellow subsidiary company GMR Energy (Global) limited amounting to USD 194,017,173.
The financial statements of GMR Energy (Global) Limited for the year ended 31 March 2010 include reference
to uncertainty regarding the recoverability of the debentures from its fellow subsidiary GMR Holding (Malta)
Limited. As a consequence of this matter, we consider there to be a material uncertainty regarding the ultimate
realisation of the investment of the company in GMR Energy (Global) Limited. Our opinion is not qualified in
respect of this matter.
PricewaterhouseCoopers
Chartered Accountants
Douglas
Isle of Man 2010
5

GMR Infrastructure (Global) Limited
Profit and loss account for the year ended 31 March 2010
Income
2010 2009
Note ($) ($)
Interest received 848 1,219
Expenses
848 1,219
Fees and professional charges (87,957) (30,863)
Bank charges (1,072) (1,030)
(Loss)/Gain on foreign exchange 23,659 (183)
(Loss)/Profit on ordinary activities before taxation (64,522) (30,857)
Taxation 2
(Loss)/Profit on ordinary activities after taxation (64,522) (30,857)
Retained profit for the period (64,522) (30,857)
All activities relate to continuing operations.
The notes on pages 8 to 11 form an integral part of these financial statements.
6

GMR Infrastructure (Global) Limited
Balance sheet as at 31 March 2010
Assets
Loan to GMR Energy (Global) Limited
Investment in subsidiary and group companies
VAT refundable
Prepayments
Cash at bank
Liabilities
2010 2009
Note ($) ($)
3
- 138,694,999
194,018,676 1,504
5,452
1,322
2,073,650 5,103
----------------------------------~~~~----~~
196,099,100 138,701,606
Loan from GMR Infrastructure (Cyprus) Limited
Amounts due to group companies
Other creditors and accruals 4
- (138,699,999)
(45,976) (6,426)
(40,329) (26,036)
(86,305) (138,732,461)
Net assets 196,012,795 (30,855)
Capital and reserves
Equity share capital 5 196,108,174 2
Reserves 6 (95,379) (30,857)
Equity Shareholders' funds 196,012,795 (30,855)
The notes on pages 8 to 11 form an integral part of these financial statements.
The financial statements on pages 6 to 11 were approved by the board of directors on 11 May 2010
and were signed on their behalf by:
01. tor
7

GMR Infrastructure (Global) Limited
Notes to the financial statements
for the year ended 31 March 2010
1 Principal accounting policies
A summary of the more important accounting policies, which have been applied consistently, is set
out below.
Basis of preparation
The financial statements have been prepared in accordance with applicable United Kingdom
accounting standards .The functional and presentation currency is US Dollars.
The financial statements have been prepared under the historical cost convention.
Cash flow statement
Cash flow statements have not been prepared by virtue ofthe exemption allowed under Para 54 of
FRS 1 (revised).
Interest income
Interest receivable is accounted for on an accruals basis.
Expenses
Expenses are accounted for on an accruals basis.
Foreign currency
Monetary assets and liabilities held in foreign currencies are translated Into US Dollars at the
exchange rate ruling at the balance sheet date. Revenue transactions have been translated
Into US Dollars at the rate prevailing on the date of the transaction. Gains and losses on
exchange are dealt with in the profit and loss account
Investments in subsidiary and group companies
Investments in subsidiary undertakings are stated In the company balance sheet at cost less
provision for any permanent impairment in value. Consolidated financial statements have not
prepared by virtue of the exemption allowed under FRS 2.
2 Taxation
The company's profits are Hable to Isle of Man tax at zero percent
3 Investment in subsidiary and group companies
Investments are made up of the following:
2010
($)
2009
($)
Investment In GMR Energy (Global) Limited 194,017,173 1
Investment in LGM Havalimani Turizom ve Ticaret AS 1,503 1,503
As at 31 March 2010 194,018,676 1,504
The company holds 100% of the issued share capital of GMR Energy (Globa!) LImited, an Isle
of Man incorporated company.
8

GMR In'frastructure (Global) Limited
Notes to the financial statements
for the year ended 31 March 2010 (continued)
3 Investment in subsidiary and group companies (continued)
In the current year, GMR Energy (Global) Limited has issued an additional 194,017,172 shares
of $1 each to the company.
The company has also made an investment of 5% interest in a group company named LGM
Havalimani Turizom ve Ticaret AS in Turkey.
The GMR Energy (Global) Limited entered into a subscription agreement in the previous year
with a fellow subsidiary company, GMR Holding (Malta) Limited "GHML" on 27 February 2009.
Under the terms of this agreement, the company agreed to invest into convertible debentures
of up to US$ 200m with a nominal value of $1 for each debenture. On 22 December 2009, the
company formally executed the debenture agreement with GHML to allow the debenture
certificate in the sum of $164,248,904 to be issued as at 31 March 2009. Interest is calculated
six monthly on LlBOR plus 450 basis points p.a. and the total interest earned on the
debentures for the year is $ 12,216,772.
The initial agreement provided that during a period of 18 months after the date of allotment to
30 months after the date of allotment, subject to obtaining written approval from the lender as
described in the various financial institutions led by Axis Bank and the facility agreement dated
25 September 2008 between the Company and ICICI Bank, the company has the right to
convert all or part of the debentures at their par value into ordinary shares.
On 9 th June 2009, the company entered into a deed of amendment to the initial subscription
agreement, based on which, the end of the redemption period was extended from 30 months to
36 months. It was also agreed that the company has the option to receive ordinary shares in
GHNIL in lieu of debentures held on the redemption date.
On 18 September 2009, the company agreed to increase their debenture subscription to a
potential $300m. During this financial year, the company has invested an additional amount of
US$90,170,097 in these debentures.
The non statutory consolidated financial statements of GHML for the period ending 31
December 2009 were signed on 12th May 201 o. The financial statements showed a loss of
USD130.9 million (31 March 2009 - USD 54.6 million) and its total liabilities exceeded total
assets by USD 159.3 million (31 March 2009 - USD 62.2 million). This loss was due to a share
of the losses of InterGen NV of USD 77.5 million as well as finance costs of $51.7 million. The
auditors report included an emphasis of matter regarding the uncertainty of the Group's ability
to continue as a going concern.
Although InterGen NV incurred a loss in the current period their directors do not envisage any
going concern issues and expect the financial performance of InterGen NV to improve in the
foreseeable future resulting in dividend distributions to the shareholders and positive cash
flows from operations. It is expected that InterGen NVs financial position will improve and will
enable shareholders to recover their investment over the longer term.
The acquisition of InterGen NV was funded through loans with Axis Bank and ICICI Bank pic
which amounted to USD 1,107 million. A syndicated loan of USD 836.9 million provided by Axis
Bank Limited via a consortium of banks is due to mature in October 2010. At the date of these
financial statements an amount of USD 100 million has already been paid to Axis Bank Limited
funded by the share subscription detailed in note 13. The Group is in the advanced stages of
renegotiating the financing of USD 537 million through a consortium of banks led by Axis Bank
which is due to be finalised in June 2010. The group is also in the process of refinancing the
balance of USD 200 million. All the balances are guaranteed by GNiR Infrastructure Limited, an
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GMR Infrastructure (Global) Limited
Notes to the financial statements
for the year ended 31 March 2010 (continued)
3
Investment in subsidiary and group companies (continued)
IndIan listed company. The Company has received the term sheet from Axis Bank for
refinancing of loan to the extent of USD 537million.
It is believed that, with the continued support of its shareholders and bankers, the necessary
funding to achieve InterGen NY's plans is in place and, to this end, GMR Private Holdings
Limited, the ultimate parent company of GMR Infrastructure Limited, GMR Infrastructure
(Global) Limited, GMR Energy (Global) Limited and GMR Holding (Malta) Limited has also
undertaken to provide the necessary finance guarantees to enable the group to meet any
obligations as they arise.
The directors are following developments very closely at both debenture investment level and
at InterGen NV level and, If the expected results differ materially from those projected, the
group aims to raise further funds for the continuing operations and execution of business plans
as InterGen NY's management are confident that positive cash flows will be achieved.
At the date of approval of these financial statements, no repayment capital of the convertible
debentures has been made. The Directors do not believe the value of the investment in GMR
Energy (Global) Limited to be impaired on the basis of the prOjected results, however, there
can be no guarantee that the long term results from GHML will not deviate from forecast and
further, the refinancing referred to above may not be achieved in which case a reduction in the
carrying value of the investment would be required.
4 Other creditors and accruals
2010
($)
2009
($)
Audit fee accrual 7,085 7,166
Professional fees accrual 33,244 18,870
As at 31 March 2010 40,329 26,036
5
Equity share capital
2010 2009
($) ($)
Issued, allotted, cal/ed up and fully paid
1 ordinary share of £1 each 196,108,174
2
(a) On 15 April 2009, the Board of Directors decided to redenominate the nominal value of the
existing shares from £1 per share to $1 per share and the difference has been taken to
reserves.
(b) On 15 April 2009, the company issued a further 138,699,999 shares of $1 each to GMR
Infrastructure (Cyprus) Limited, the immediate holding company.
(c) DurIng the year, the company has issued an additional 57,408,174 shares to its immediate
holding company.
9

GMR Infrastructure (Global) Limited
Notes to the financial statements
for the year ended 31 March 2010 (continued)
6
Reserves
2010 2009
($) ($)
As at the beginning of the year 1April 2009
(30,857)
(Loss){ Profit for the year ended 31 March 2010 (64,522) (SO.857)
As at 31 March 2010 (95,379) (30,857)
7
Related party transactions
The following transactions were made with the company's subsidiary and group companies
during the year and are included as part of the year end balance:
2010 2009
Transaction ($) ($)
Loan from GMR Infrastructure (Cyprus) Limited • 138.699,999
Loan to GMR Energy (Global) Limited - 138.694,999
Reimbursement of expenses payable to GMR Energy (Global) Limited 45,976 6,426
8 Financial commitments
On 25 September 2008, the company entered into a non disposable undertaking agreement
with Axis Bank Limited, Singapore branch "security trustee", under which the company has
agreed not to dispose of their shareholding in its wholly owned subsidiary, GMR Energy
(Global) Limited.
In addition. the company has also pledged all its shares in GMR Energy (Global) Limited, as
security with Axis Bank Limited, India for bank borrowings as made by a group company
named GMR Holding (Malta) Limited.
On the 24 December 2009, the company pledged its shares to Akbank TAS against a
facility arrangement of €17 million entered into by LGM Havalimani Turizom ve Ticaret AS, a
company in which GMR Infrastructure (Global) Limited has a 5% share.
9 Ultimate controlling party
The immediate parent company of the company is GMR Infrastructure (Cyprus) Limited, a
company registered in Cyprus. with its registered address at 3, Themistokli Dervi, Julia House,
P.C 1066, Nicosia, Cyprus.
The ultimate parent company is GMR Holding PVT Limited, a company registered in India,
with its registered address at Skip House, 2511 Museum Road, Bangalore 560025.
The ultimate controlling party is Mallikarjuna Rao Gandhi.
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GMR Infrastructure (Global) Limited
Notes to the financial statements
for the year ended 31 March 2010 (continued)
10 Post balance sheet events
On the 6 th April 2010, the parent company of GMR Infrastructure (Global) Limited subscribed
for 100,000,000 further shares in the Company at a price of $1 per share, following which the
Company subscribed for 100,000,000 shares in GMR Energy (Global) Limited at a price of $1
per share.
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