23
..._--_....._--------------------------,--------- Independent Auditor's Report To the Members of GMR Infrastructure (Cyprus) Limited PricewablmouseCoopers Limited JuQa House 3 Themistocles OeMs Street CY-10e6 Nicosia POBox 21612 CY·1591 Nicosia, Cyprus Telephone: f- 357 22555000 Facsiml!e: + 357 22555001 www.pwc.comlcy Report on the Financial Statements We have audited the accompanying financial statements of GMR Infrastructure (Cyprus) Limited (the "Company"), which comprise the statement of financial position as at 31 March 2010, and the statements of income, comprehensive income, changes in equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes_ Board of Directors' Responsibility for the Financial Statements The Board of Directors is responsible for the preparation of financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap, 113. This responsibility 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 are reasonable in the circumstances_ Auditor's Responsibility OUf responsibility is to express an opinion on these financia! statements based on our audit. We conducted our audit in accordance with International 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 auditor's judgment, inciuding 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 of financial statements that give a true and fair view 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 evaluati-ng the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of 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. 80anf Members: K P'ilide-,$ (CEO}. Dinos N CEO), Panikeli N.1s'imli::.. Ch$!4ikis S .. 0 Stephanide,$, COstas t:. George Forad.ri!;. costas M ..... M LOizOu, vasitis Allo:wulllj S PIt!llS, Sawas C Micttaif, l MH+1 ,1\..;,,:114"1<)£, Cllristos M Therrustoc:ic!ofJS., f'3t'liV:?c. - 1'oll'li;;, Nicos A. Neopl'lyteu. Qcorge IIA: ?':Hllelt G M'Theodorou. S1el,,-,s l' Thea Comofal'rtirlos. C·"' Petros C Petf:ikis Pf\iItppos C Scsef!c:'. E"!;eruos C Christos Tsolakls. Nit:c'<' A ThS!oooulou. Mkos T tilkolaides, Cieo A rtl.·.,1,;.,p-)-cioo. Marios S Andreou, Nfwa P Atam Tavillen. CM1&tantinos: \';}I-ol,:$ $.l;lVfOS A I<aftamis. Kaponidf-!>_ T?:>o:;; N N-o{as, ChryslWO$ KPetek3tlQS, Eftyc.'l'c-::' E",.01l0." GeoroeC lambrou.Chffli: ConslantiflO$ LKapsali5, Vlolar;s, f<l'l,:_tllS Ha-dj;lt.!Ueas, N Maroodiu Oit\\dOcf'$ of AodmollS AristtOotl, Achifleas Chrysaf"dhG', SIIB:pOulatOS, Demetns V P.sa;11$ t... !)iU'lMU, George C Kal.amias, .. ""'vII:., Marioo G Me-l3i1!des, $Olt4:nv",...:!(>. v -':>1'\:",):5- Te!eW1fh'iCSe3, Antofiti ChristO¢CIJI;.rjO',,, ';'-,,!\3 C _l::J is n private in N." '143594)

Report on the Financial Statements Board of Directors ...... · March 2010, and the statements of income, comprehensive income, changes in equity and cash flows for the year then

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Page 1: Report on the Financial Statements Board of Directors ...... · March 2010, and the statements of income, comprehensive income, changes in equity and cash flows for the year then

_--_ _----------------------------------shy

Independent Auditors Report To the Members of GMR Infrastructure (Cyprus) Limited

PricewablmouseCoopers Limited

JuQa House 3 Themistocles OeMs Street CY-10e6 Nicosia

POBox 21612 CYmiddot1591 Nicosia Cyprus Telephone f- 357 bull 22555000 Facsimle + 357 bull 22555001 wwwpwccomlcy

Report on the Financial Statements

We have audited the accompanying financial statements of GMR Infrastructure (Cyprus) Limited (the Company) which comprise the statement of financial position as at 31 March 2010 and the statements of income comprehensive income changes in equity and cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes_

Board of Directors Responsibility for the Financial Statements

The Board of Directors is responsible for the preparation of financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law Cap 113 This responsibility 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 are reasonable in the circumstances_

Auditors Responsibility

OUf responsibility is to express an opinion on these financia statements based on our audit We conducted our audit in accordance with International 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 inciuding 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 entitys preparation of financial statements that give a true and fair view 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 entitys internal control An audit also includes evaluati-ng the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of 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

80anf Members tgth~gt~ K Pilide-$ (CEO Dinos N Papadophl~$ middot)t~puty CEO) Panikeli N1simli Ch$4ikis S j~ Sl~phl)S 0 Stephanide$ COstas t KatlJtC0rh~illjtlnoll George Foradri costas M NiCOla~ r~l)s M LOizOu vasitis ~11iou Allowulllj S PItllS Sawas C Micttaif ecw~ l MH+1 11141lt)pound Cllristos M TherrustocicofJS f3tliVc - 1ollli Nicos A Neopllyteu Qcorge IIA ~Ii Hllelt G Effl~lt t~kos MTheodorou S1el-s Cno~ntUlOJ T~ P~iouAnCreilt l Co~5antiOldfiamp Thea p~gt Comofalrtirlos Cmiddot lt~rlliMj Petros C Petfikis PfiItppos C Scsefc Eeruos C E~iou Christos Tsolakls Nitclt A ThSoooulou Mkos T tilkolaides Cieo A rtlmiddot1p-)-cioo Marios S Andreou Nfwa P Chmshmiddot~$ Atam Tavillen CM1amptantinos I-ol$ $llVfOS A Iltaftamis ~A Kaponidf-gt_ Tgto N N-oas ChryslWO$ KPetek3tlQS Eftyclc- E01l0 GeoroeC lambrouChffli Odyssc(l~ ConslantiflO$ LKapsali5 ~e~AVlolars fltll_tllS Ha-djltUeas p~ N Maroodiu OitdOcf$ of Opa~jOM AodmollS AristtOotl Achifleas ChrysafdhG G~onll SIIBpOulatOS Demetns V Psa11$ G~c- t )iUlMU George C Kalamias MiChac~ vII Marioo G Me-l3i1des SOp~~A $Olt4nv(gt v -gt1)5- TeeW1fhiCSe3 Antofiti ChristOcentCIJIrjO -3 C Lo~(u

Prieewa~e(he-IS~Cojo(i _lJ is n private Mm~rry Rc-Qlsl~ in CJpn~ N 143594)

Opinion

In our opinion the financial statements give a true and fair view of the financial position of GMR Infrastructure (Cyprus) Limited as at 31 March 2010 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU and the requirements of the Cyprus Companies Law Cap 113

Emphasis ofmatter

Without qualifying OUf opinion we draw attention to Note 20 of these financial statements which refer to the investments made by companys step down subsidiary GMR Energy Global Limited in GMR Holdings Malta Limited The non statutory consolidated financial statements for the period ended December 312009 of GMR Holdings Malta Limited include reference to a material uncertainty about the Groups ability to continue as a going concern This condition indicate the existence of a material uncertainty which may cast doubt about the companys ability to continue as going concern

Report on Other Legal and Regulatory Requirements

Pursuant to the requirements of the Cyprus Companies Law Cap 113 we report the following

III We have obtained all the information and explanations we considered necessary for the purposes of our audit

In our opinion proper books of account have been kept by the Company

$ The Companys financial statements are in agreement with the books of account

o In our opinion and to the best of our information and according to the explanations given to us the financial statements give the information required by the Cyprus Companies Law Cap 113 in the manner so required

In our opinion the information given in the report of the Board of Directors is consistent with the financial statements

Other Matter

This report including the opinion has been prepared for and only for the Companys members as a body in accordance with Section 156 of the Cyprus Companies Law Cap 113 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 whose knowledge this report may come to

PricewaterhouseCoopers Limited Chartered Accountants

gtlicasia 21 May

GMR Infrastructure (Cyprus) Limited

Income statement for the year ended 31 March 2010

Note 2010 US$

As restated 2009 US$

Administrative expenses Other income 5

(74278) 1182431

(40978) 8750

Operating profitl(loss) 1108153 (32228)

Finance costs 7 (672534) (657372)

Profitf(loss before tax 435619 (689aOO)

Income tax expense 8 118243) (2847)

Profitf(loss) for the year 317376 692447)

The notes on pages 11 to 26 are an integral part of these financial statements

(6)

GMR Infrastructure (Cyprus) Limited

Statement of comprehensive income for the year ended 31 March 2010

As restated 2010 200g US$ USS

Profitf(loss) for the year 317376 _bullj~92447)

Total comprehensive income for the year

Items in the statement above are disclosed net of tax The income tax relating to each component of other comprehensive income is disclosed in Note 8

The notes on pages 11 to 26 are an integral part of these financial statements

GMR Infrastructure (Cyprus) Limited

Statement of financial position at 31 March 2010

Assets Non-current assets Investment in subsidiaries

Current assets Receivables Cash and cash equivalents

Total assets

Equity and liabilities Capital and reserves Share capital Share premium Accumulated losses

Total equity

Current liabilities Payables Current income tax liabilities Borrowings

Total equity and liabilities

Note

11

13 14

15 15

As restated 2010 2009 US$ US$

196108174 138700000

3338 3242 48844165 69942

48847503 73184

244955677 138773184

6322 6322 10615909 10615909

393293) 710669)

10228938 9911562

18 204225146 128859040 2582 2582

17 30499011

234726739 128861622

244955677 138773184

On 21 May 2010 the Board of Directors of GMR Infrastructure (Cyprus) limited Euthorised these financial statements for issue

Michalakis Ha~h- _ D~ector

Menikq- armakou r ector

The notes on pages 11 to 26 are an integral part of these financial statements

(8)

GMR Infrastructure (Cyprus) Limited

Statement of changes in equity for the year ended 31 March 2010

AccumulatedShare capital

US$

Share premium

US$ 1055es(l) (2)

US$ Total (2)

USS

Balance at I April 2008 867490 (18222) 854008

Comprehensive income Loss for the year (692447) (692447)

Transactions with owners Issue of shares

Balance at 31 March 20091 April 2009

1582

6322

9748419

10615909 (710669)

9750001

991U62

Comprehensive income Profit for the year 317376 317376

Balance at 31 March 2010 6322 10615909 (393293) 10228938

(I) Companies which do not distribute 70 of their profits after tax as defined by the Special Contribution for the Defence of the Republic law during the two years after the end of the year of assessment to which the profits refer will be deemed to have distributed this amount as dividend Special contribution for defence at 15 will be payable on such deemed dividend to the extent that the shareholders (individuals and companies) at the end of the period of two years from the end of the year of assessment to which the profits refer are Cyprus tax residents The amount of this deemed dividend distribution is reduced by any actual dividend paid out of the profits of the relevant year at any tlme This special contribution for defence is paid by the Company for the account of the shareholders

2) In 2009 the Directors ofthe Company decided to change the functional and presentation currency from the Euro (EUR) to US Dollars (USD) as they were of the opinion that is the currency thaI best reflects the primary economic environment in which the entity operates The change in the currency was accounted for in accordance with the requirements of lAS 8 Accounting Policies Changes in Accounting Estimates and Errors The impact of the change on these financial statements is summarised in Note 16

The notes on pages 11 to 26 are an integral part of these financial statements

(9)

GMR Infrastructure (Cyprus) Limited

Statement of cash flows for the year ended 31 March 2010

Cash flows from operating activities Protitl(loss) before tax Adjustments for

interest income interest expense

Changes in working capital Receivables Payables

Cash generated from operations

Tax paid

Net cash from operating activities

Cash flows from investing activities Purchases of subsidiaries Proceeds from sale of subsidiaries Interest received

Net cash used in investing activities

Cash flows from financing activities Proceeds from issuance of ordinary shares Proceeds from loans from related parties Interest paid

Net cash from finanCing activities

Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Note 2010 US$

As restated 2009 US$

435619 (689600)

5 7

(1182431) 499011

(8750) 7

(247801) (698343)

(96) 1734073 75366106 127966470

75118209

11S243)

129002200

74999966 129002200

11 (5740S174) (138700000) 4759

1182431 8750

(56225743) (138686491 )

15 9750001 19(iii) 30499011

1499011) (7)

30000000 9749994

48774223 65703 69942 4239

48844165 6994214

The notes on pages 11 to 26 are an integral part of these financial statements

(10)

GMR Infrastructure (Cyprus) Limited

Notes to the financial statements

1 General information

Country of incorporation

The Company is incorporated and domiciled in Cyprus as a private limited liability company in accordance with the provisions of the Cyprus Companies Law Cap 113 registered office is at 3 Themistocles Dervis Street Julia House 1066 Nicosia Cyprus

Principal activities

The principal activity of the Company which is unchanged from last year is the holding of investments

2 Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below These policies have been consistently applied to all years presented in these financial statements unless otherwise stated

Basis of preparation

The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law Cap 113

As of the date of the authorisation of the financial statements all International Financial Reporting Standards issued by the International Accounting Standards Board (lASS) that are effective as of 1 April 2009 have been adopted by the EU through the endorsement procedure established by the European Commission with the exception of the following

(i) Certain provisions of lAS 39 Financial Instruments Recognition and Measurement relating to portfolio hedge accounting

(ii) Improvements to IFRSs 2009

In addition the following interpretations have been endorsed however their effective dates are not the same although an entity may choose to early adopt them

0) IFRIC 12 Concession Arrangements

tii) IFRIC 15 Agreements for the construction of real estate and

liii) IFRIC 16 Hedges of a Net Investment in a Foreign Operation

The Company is not required by the Companies Law Cap113 to prepare consolidated financial statements because the Company and its subsidiaries constitute a small sized group as defined by the Law and the Company does not intend to issue consolidated financial statements for the year ended 31 March 2010

~ 1

2

GMR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Basis of preparation (continued)

The European Commission has concluded that since parent companies are required by the EU 4th Directive to prepare their separate financial statements and since the Companies Law Cap113 requires the preparation of such financial statements in accordance with IFRS as adopted by the EU the provisions in lAS 27 middotConsolidated and Separate Financial Statementsn requiring the preparation of consolidated financial statements in accordance with IFRS do not apply

The financial statements have been prepared under the historical cost convention

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires management to exercise Its judgment in the process of applying the Companys accounting policies The areas involving a higher degree of judgment or complexity or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4

Adoption of new and revised IFRSs

During the current year the Company adopted all the new and revised International Financial Reporting Standards (lFRS) that are relevant to its operations and are effective for accounting periods beginning on 1 April 2009 This adoption did not have a material effect on the accounting poliCies of the Company with the exception of the following

(i) lAS 1 (revised) Presentation of financial statements as a result of the adoption of which the Company presents in the statement of changes in equity all owner changes in equity whereas all non-owner changes in equity are presented in the statement of comprehensive income Comparatlve information has been reshypresented so that it is also in conformity with the revised standard The change in the accounting policy impacts only presentation aspects

(ii) IFRS 7 Financial Instruments-Disclosures (amendment) as a result of the adoption of which the Company provides additional disclosures in relation to the fair value measurements of its financial instruments by level of a fair value measurement hierarchy

At the date of approval of these financial statements standards and interpretations were issued by the International Accounting Standards Board which were not yet effective Some of them were adopted by the European Union and others not yet The Board of Directors expects that the adoption of these financial reporting standards in future periods will not have a matena effect on the financial statements of the Company

Revenue recognition

The Company recognises revenue when the amount of revenue can be reliably estimated it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Companys activities as described below

(12)

2

GNIR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Revenue recognition (continued)

(I) Interest income

Interest income is recognised on a time proportion basis using the effective interest method When a loan or receivable is impaired the Company reduces the carrying amount to its recoverable amount being the estimated future cash flows discounted at the original effective interest rate of the instrument and continues unwinding the discount as interest income Interest income on impaired loans anG receivables are recognised using the original effective interest rate

Foreign currency translation

(i) Functional and presentation currency

Items included in the Companys financial statements are measured using the currency of the primary economic environment in which the entity operates (the functional currency) The financial statements are presented in US dollars (US$) which is the Companys functional and presentation currency In 2009 the Directors of the Company decided to change the functional and presentation currency from the Euro (EUR) to US Doflars (USD) as they were of the opinion thaZ is the currency that best reflects the primary economic environment in which the entity operates The change in the currency was accounted for in accordance with the requirements of lAS 8 Accounting Policies Changes in Accounting Estimate~ and Errors The impact of the change on these financial statements is summarised in Note 16

(Ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where iterim are re-measured Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement

Tax

The tax expense for the period comprises current and deferred tax Tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity In this case the tax is also recognised in OIlEif

comprehensive income or directly in equity respectively

(13)

2

GMR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Tax (continued)

Deferred income tax is recognised using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements However the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of transaction affects neither accounting nor taxable profit or loss Deferred income tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled

Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised

Financial assets

(i) Classification

The Company classifies its financial assets in loans and receivables The classification depends on the purpose for which the financial assets were acquired Management determines the classification of financial assets at initial recognition

~ Loans and receivables

Loans and receivables are non derivative financial assets with fixed or determinable payments that are not quoted in an active market and for which there is no intention of trading the receivable They are included in current assets except for maturities greater than twelve months after the balance sheet date These are classified as non current assets The Companys loans and receivables comprise trade and other receivables and cash and cash equivalents in the balance sheet

Subsidiaries at cost

Subsidiaries are all entities (including special purpose entities) over which the Company has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights The Company carries the investments in subsidiaries at cost less any impairment in its separate financial statements

Receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision for impairment

(14)

GMR Infrastructure (Cyprus) Limited

2 Summary of significant accounting policies (continued)

Share capital

Ordinary shares are classified as equity

incremental costs directly attributable to the issue of new shares are shown in equity as a deduction net of tax from the proceeds

Any excess of the fair value of consideration received over the par value of shares issued is recognised as share premium

Borrowings

Borrowings are recognised initially at fair value net of transaction costs incurred Borrowings are subsequently stated at amortised cost Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the incomE statement over the period of the borrowings using the effective interest method unless they are directly attributable to the acquisition construction or production of a qualifying asset in which case they are capitalised as part of the cost of that asset

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date

PayabJes

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method

Cash and cash equivalents

Cash and cash equivalents include cash in hand deposits held at call with banks and bank overdrafts In the balance sheet bank overdrafts are shown within borrowings in current liab1lities

Comparatives

Where necessary comparative figures have been adjusted to conform with changes in presentation in the current year

3 Financiai risk management

0) Financial risk factors

The Companys activities expose it to a variety of financial risks market risk (including cash flow interest rate risk) credit risk and liquidity risk

~ ~ t -

3

GMR Infrastructure (Cyprus) Limited

Financial risk management (continued)

(i) Financial risk factors (continued)

The Company does not have a formal risk management policy programme Instead the succeptibility of the Companys to financial risks such as cash flow interest rate risk credit risk and liquidity risk is monitored as part of its daily management of the business

bull Market risk

Cash flow and fair value interest rate risk

As the Company has no significant interest~bearing assets the Companys income and operating cash flows are substantially independent of changes in market interest rates

The Companys management monitors the interest rate fluctuations on a continuous basis and acts accordingly

Credit risk

Credit risk arises from cash and cash equivalents and deposits with banks

For banks and financial institutions only independently rated parties with a minimum rating of A and B are accepted

The table below shows the balance held with the two banks at the balance sheet date

31 March 2010

Rating Balance US$

Barclays PLC EFG Eurobank Ergasias SA

Aa3 Baa3

3429 48840736

48844165

liquidity risk

The table below analyses the Companys financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date The amounts disclosed in the table are the contractual undiscounted cash flows Balances due within 12 months equal their carrying balances as the impact of discounting is not significant

(16)

GMR Infrastructure (Cyprus) Limited

3 Financial risk management (continued)

(i) Financial risk factors (continued)

Less than 1 year US$

At 31 March 2009 Payables 128859041 Current Income Tax liabilities 2582

128861623

Less than 1 year US$

At 31 March 2010 Borrowings 30499011 Payables 204225148 Current Income Tax liabilities 2582

234726741

Management does not have a formal policy for rnanaging IiquKllllil risk

(ii) Capital risk management

The capital as defined by management at 31 March 20 was as fOlO~IlmiddotS

As restated 201~ 2009 US$ US$

Total borrowings (Note 17) 30499011 Less cash and cash equivalents (Note 14) 488441G~ (69942)

Net debt (18345154) (69942)

Total equity 1 O2289lpound

Total capita as defined by management (811621~f 9841620

Gearing ratio NA

4 Critical accounting estimates and judgements

Estimates and judgements are continuaily evaluated and are based on historicd experience and other factors including expectations of future events that are bieved to be reasonable under the circumstances

(7)

4

GMR Infrastructure (Cyprus) Limited

Critical accounting estimates and judgements (continued)

bull Income taxes

Significant judgment is required in determining the provision for income taxes There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due Where the final tax outcome of these matters is different from the amounts that were initially recorded such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made

Functional Currency

The Company has determined the currency of its primary economic environment to be the US dollars in accordance with the requirements of lAS 21 The effects of changes in foreign exchange rates The Companys rationale for this conclusion was based on the requirements of lAS 21 in paragraphs 9 10 and 11 The primary indicators envisaged by lAS 21 indicate towards the USD as it is the currency that most faithfully represents the economic effects of its underlying transactions events and conditions

(i) Critical judgements in applying the Companys accounting policies

$ Related party transactions

In the normal course of the business the Company enters into transactions with its related parties Judgement is applied in determining if transactions are priced at market or non-market rates where there is no active market for such transactions

Impairment of investments

The Company follows the guidance of lAS 36 for subsidiaries on determining when an investment is other-than-temporarily impaired This determination required significant judgement especially for unquoted investments In making this judgement the Company evaluates among other factors the duration and extent to which the fair value of an investment is less than its cost and the financial health and near-term business outlook for the investee based primarily on the current financial statement of the companies concerned

At the end of the period the Companys management have concluded that the investments are not impaired

(18)

GMR Infrastructure (Cyprus) limited

5 Other income

Interest income Bank balances

Expenses by nature

Auditors remuneration Other expenses Photocopies Printing ampStationary Telephones amp Faxes Accounting and Administrative Fees Legal Fees Secretarial Fees Bank signatory fees Registered office fees Legalization of documents Professional tax Transation fees Bank charges Unrecoverable VAT Directors Fees (Note 19(iraquo

Total expenses

7 Finance costs

Interest expense Bank borrowings Loans from related parties (Note 19(iii))

Net foreign exchange transaction loss

Tax

Current tax charge Defence contribution

Income tax expense

As restated 2010 2009 US$ US$

1182431 8750

As restated 201(1 2009 US$ US$

6787 3000 10 24

849 1710 621

45918 23952 3798

743 372 502 279 635

3366 9159

74278

As restated 2010 2009 US$ US$

7 499011

173523- 657365

672534 657372

2010 US$

As restated 2009 US$

2847

(19)

2847

GMR Infrastructure (Cyprus) Limited

8 Tax (continued)

The tax on the Companys profitf(loss) before tax differs from the theoretical amount that would arise using the applicable tax rate as follows

As restated 2010 2009 US$ US$

Profit(loss) before tax 435619 (689600)

Tax calculated at the applicable corporation tax rate of 10 43562 (68960) Tax effect of expenses not deductible for tax purposes 25213 Tax effect of allowances and income not subject to tax (118243) (17045) Special contribution for defence 118243 2847 Tax effect of tax losses for which no deferred tax asset was recognised 74681 60792

Income tax charge 118243 2847

The Com pany is subject to corporation tax on taxable profits at the rate of 10

Under certain conditions interest may be subject to defence contribution at the rate of 10 In such cases 50 of the same interest will be exempt from corporation tax thus having an effective tax rate burden of approximately 15

From 1 January 2009 onwards under certain conditions interest may be exempt from income tax and only subject to defence contribution at the rate of 10

In certain cases dividends received from abroad may be subject to defence contribution at the rate of 15

Deferred tax asset on the Companys tax losses was not recognised since no reliable estimate can be made that future taxable profits will be available against which temporary tax differences could be utilised At 31 March 2010 the tax losses carried forward for which deferred tax asset was not recognised amounted to $1575719

9 Financial instruments by category

Loans and receivables Total

US$ US$ 31 March 2009 Assets as per balance sheet Receivables from related party 1830 1830 Cash at bank 69942 69942

Total 71772 71772

Other finandal iabilities Tota

US$ USS Liabilities as per balance sheet Payables to related party 128847054 128847054 Other payabies 11987 11987

Total 128859041 128859041

Loans and receivables Total

USS USS 31 March 2010 Assets as per balance sheet Receivabies from related party CaSh at bank

1830 48844165

1830 48844165

Tota 48845995 48845995

(20)

GMR Infrastructure (Cyprus) Limited

9 Financial instruments by category (continued)

Other financial liabilities Total

US$ US$ Liabilities as ~r balance sheet Borrowings 3049901 30499011 Payables to related party 204214755 204214755 other payables _____1~0~3~~ _____1~O~39=2

234724158 234724158Total

10 Credit quality of financial assets

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates

As restated 2010 2009 US$ US$

Receivables from subsidiary 1830 1830

As restated 2010 2009 US$ US$

Cash at bank and shortmiddotterm bank deposits

Aa3 3429 69942

BaaS 48840736

48844165 69942

11 Investments in subsidiaries

As restated 2010 2009 US$ US$

At beginning of year 138700000 4759 Additions 57408174 138700000 Disposals (4759)

At end of year 196108174 138700000

The Companys interests in its subsidiaries all of which are unlisted were as follows

As restated Country of 2QW 2009

Name Principal activity incorporation holding holding

GMR Infrastructure (Global) Explore opportunities in the Isle of Man 1001~) 100 Limited infrastructure sector

across the world

During the year GMR Infrastructure (Global) has issued an additional 57408174 shares of USD 1 each to the Company for a totai contribution of $57408174

(21 )

GMR Infrastructure (Cyprus) Linlited

12 Change in functional and presentation currency

In 2009 the Directors of the Company decided to change the functional and presentation currency of the Company from the Euro (EUR) to US Dollars (USD) as they were of the opinion that it is the currency that best reflects the primary economic environment in which the entity operates The change in the functional and presentation currency from Euro to US dollars was accounted in accordance with the requirements of lAS 21 The effects of Changes in Foreign Exchange Rates and the requirements of lAS 8 Accounting Policies Changes in Accounting Estimates and Errors The impact of the change was accounted retrospectively as per the requirements of lAS 8 and the effect on the income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

13 Receivables

2010 US$

As restated 2009 US$

ReceiPrepa

vables from subsidiaries (Note 19(ii) yments

1630 1508

3338

1830 1412

The fair values of receivables approximate their carrying amounts at the balance sheet date

The maximum exposure to credit risk at the balance sheet date is the carrying value of each class of receivable mentioned above The Company does not hold any collateral as security

14 Cash and cash equivalents

As restated 2010 2009 US$ US$

Cash at bank 3429 69942 Short-term bank deposits 48840736

48844165 69942

Cash and cash equivalents include the following for the purposes of the statement of cash flows

As restated 2010 2009 US$ US$

Cash and cash equivalents 48844165 69942

48844165 69942

(22)

GMR Infrastructure (Cyprus) Limited

15 Share capital and share premium

Share Share capital premium Total

US$ US$ USS

At 1 April 2008 4740 867490 872230 Issue of shares 1582 9748419 9750001

At 31 March 2009[1 April 2009 6322 10615909 10622231

At 31 March 2010 6322 10615909 10622231

16 Prior year adjustment

On 1 April 2009 the Companys equity has been restated for the following prior year error

bull As per the requirements of lAS 21 The Effects of Changes in Foreign Exchange Rates the Company should have selected the US Dollars (USD) as its functional currency which is the currency that best reflects the primary economic environment in which the Company operates from 1 April 2008 Up to 31 March 2009 the Company was using the Euro as its functional currency The impact of the change was accounted retrospectively as per the reqUirements of lAS 8 and the effect on the bull income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

17 Borrowings

As restated 2010 2008 US$ USS

Current Borrowings from related parties (Note 19(iiiraquo 30499011 shy===

The loan and interest accrued are repayable on an annual basis by August 2010

The carrying amounts of borrowings approximate their fair value

The carrying amounts of the Companys borrowings are denominated in the following currencies

As restated 2010 2009 US$ US$

30499011JS Dollar

GMR Infrastructure (Cyprus) Limited

18 Trade and other payables

2010 US$

As restated 2009 US$

PayabOther

les to related parties (Note 19(ii)) payables

204214755 10391

204225146

128847054 11986

128859040

The fair value of trade and other payables which are due within one year approximates their carrying amount at the balance sheet date

19 Related party transactions

The Company is controlled by GMR Infrastructure (Mauritius) Limited incorporated in Mauritius which owns 100 of the Companys shares The Companys ultimate controlling company is GMR Holdings Private and the ultimate controlling party is Mallika~una Rao Gandhi

The following transactions were carried out with related parties

(i) Directors remuneration

The total remuneration of the Directors was as follows

As restated 2010 2009 US$ US$

Fees 1858

(ii) Yearwend balances arising from financing activities

As restated 2010 2009 US$ US$

Receivable from related parties (Note 13)

Receivables from subsidiary 1830 1830

Payable to related parties (Note 18) Payable to parent 204214755 128847054

The above balances bear no interest and are repayable on demand

(iii) Borrowings from related parties

As restated 2010 2009 US$ US$

Borrowings from related party At beginning of year Loans advanced during year 30000000 Interest charged (Note 7) 499011

At end of year (Note 17) 30499JH 1

The above borrowing was provided with interest and is repayable within one year

(24)

GMR Infrastructure (Cyprus) Limited

20 Going concern

These financial statements have been prepared on a going concern basis which assumes that

a)The company will continue operating for the foreseeable future and b) In the long term the investment the company has made into group companies is recoverable and the carrying value in the balance sheet is a fair value of the investment

The Company owns 100 of GMR Infrastructure (Global) Limited which in its turn owns 100 of GMR Energy (Global) Limited GMR Energys investment by way of debentures in GMR Holding (Malta) Limited is part of the groups acquisition of InterGen NV GMR Holding (Malta) Limiteds non statutory consolidated financial statements for the period ended 31st December 2009 show a loss of USD1309 million (31 March 2009 - USD 546 million) and its total liabilities exceeded total assets by USD 1593 million (31 March 2009 - USD 622 million) This loss was due to a share of the losses of InterGen NV of USD 775 million as well as finance costs of $517 million

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 wi 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 ICICl Bank pic which amounted to USD 1107 million A syndicated loan of USD 8369 mllion 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 mimon has already been paid to Axis Bank Limited funded by a share subscription 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 GMR Infrastructure Limited an Indian listed company

It is believed that with the continued support of its shareholders the necessary funding to achieve InterGen NVs plans is in place and to this end GMR Private Holdings limited the ultimate parent company of GMR Infrastructure Limited GMR Infrastructure (Cyprus) 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 at group level 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 NVs management are confident that positive cash flows will be achieved However there can be no guarantee that the long term results will improve and should the positive cash flows not be achieved a reduction in the carrying value of the debentures and accrued interest would be required

In view of the above in particular the guarantees given by both GMR Infrastructure Limited and GMR Private Holdings Limited the directors consider it appropriate to prepare the accounts on the going concern basis although a material uncertainty exists to the Companys ability to continue as a going concern

(25)

GMR Infrastructure (Cyprus) Limited

Additional information to the income statement

Analysis of expenses for the year ended 31 March 2010

Administrative expenses Auditors remuneration Accounting fees Legal fees Directors fees Secretarial fees Registered office fees Legalisation of documents Telephone telexes and facsimiles Printing and stationery Translation expenses Taxes and licences Non-recoverable VAT Bank charges Sundry expenses

2010 US$

6787 45919

3798 18S8

743 502 219

849

635 9159 3739

10

As restated 2009 US$

3000 23952

1255 501 449 a96 621

1710 65

604 5086 2815

24

74218 40978

(27)

Page 2: Report on the Financial Statements Board of Directors ...... · March 2010, and the statements of income, comprehensive income, changes in equity and cash flows for the year then

Opinion

In our opinion the financial statements give a true and fair view of the financial position of GMR Infrastructure (Cyprus) Limited as at 31 March 2010 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU and the requirements of the Cyprus Companies Law Cap 113

Emphasis ofmatter

Without qualifying OUf opinion we draw attention to Note 20 of these financial statements which refer to the investments made by companys step down subsidiary GMR Energy Global Limited in GMR Holdings Malta Limited The non statutory consolidated financial statements for the period ended December 312009 of GMR Holdings Malta Limited include reference to a material uncertainty about the Groups ability to continue as a going concern This condition indicate the existence of a material uncertainty which may cast doubt about the companys ability to continue as going concern

Report on Other Legal and Regulatory Requirements

Pursuant to the requirements of the Cyprus Companies Law Cap 113 we report the following

III We have obtained all the information and explanations we considered necessary for the purposes of our audit

In our opinion proper books of account have been kept by the Company

$ The Companys financial statements are in agreement with the books of account

o In our opinion and to the best of our information and according to the explanations given to us the financial statements give the information required by the Cyprus Companies Law Cap 113 in the manner so required

In our opinion the information given in the report of the Board of Directors is consistent with the financial statements

Other Matter

This report including the opinion has been prepared for and only for the Companys members as a body in accordance with Section 156 of the Cyprus Companies Law Cap 113 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 whose knowledge this report may come to

PricewaterhouseCoopers Limited Chartered Accountants

gtlicasia 21 May

GMR Infrastructure (Cyprus) Limited

Income statement for the year ended 31 March 2010

Note 2010 US$

As restated 2009 US$

Administrative expenses Other income 5

(74278) 1182431

(40978) 8750

Operating profitl(loss) 1108153 (32228)

Finance costs 7 (672534) (657372)

Profitf(loss before tax 435619 (689aOO)

Income tax expense 8 118243) (2847)

Profitf(loss) for the year 317376 692447)

The notes on pages 11 to 26 are an integral part of these financial statements

(6)

GMR Infrastructure (Cyprus) Limited

Statement of comprehensive income for the year ended 31 March 2010

As restated 2010 200g US$ USS

Profitf(loss) for the year 317376 _bullj~92447)

Total comprehensive income for the year

Items in the statement above are disclosed net of tax The income tax relating to each component of other comprehensive income is disclosed in Note 8

The notes on pages 11 to 26 are an integral part of these financial statements

GMR Infrastructure (Cyprus) Limited

Statement of financial position at 31 March 2010

Assets Non-current assets Investment in subsidiaries

Current assets Receivables Cash and cash equivalents

Total assets

Equity and liabilities Capital and reserves Share capital Share premium Accumulated losses

Total equity

Current liabilities Payables Current income tax liabilities Borrowings

Total equity and liabilities

Note

11

13 14

15 15

As restated 2010 2009 US$ US$

196108174 138700000

3338 3242 48844165 69942

48847503 73184

244955677 138773184

6322 6322 10615909 10615909

393293) 710669)

10228938 9911562

18 204225146 128859040 2582 2582

17 30499011

234726739 128861622

244955677 138773184

On 21 May 2010 the Board of Directors of GMR Infrastructure (Cyprus) limited Euthorised these financial statements for issue

Michalakis Ha~h- _ D~ector

Menikq- armakou r ector

The notes on pages 11 to 26 are an integral part of these financial statements

(8)

GMR Infrastructure (Cyprus) Limited

Statement of changes in equity for the year ended 31 March 2010

AccumulatedShare capital

US$

Share premium

US$ 1055es(l) (2)

US$ Total (2)

USS

Balance at I April 2008 867490 (18222) 854008

Comprehensive income Loss for the year (692447) (692447)

Transactions with owners Issue of shares

Balance at 31 March 20091 April 2009

1582

6322

9748419

10615909 (710669)

9750001

991U62

Comprehensive income Profit for the year 317376 317376

Balance at 31 March 2010 6322 10615909 (393293) 10228938

(I) Companies which do not distribute 70 of their profits after tax as defined by the Special Contribution for the Defence of the Republic law during the two years after the end of the year of assessment to which the profits refer will be deemed to have distributed this amount as dividend Special contribution for defence at 15 will be payable on such deemed dividend to the extent that the shareholders (individuals and companies) at the end of the period of two years from the end of the year of assessment to which the profits refer are Cyprus tax residents The amount of this deemed dividend distribution is reduced by any actual dividend paid out of the profits of the relevant year at any tlme This special contribution for defence is paid by the Company for the account of the shareholders

2) In 2009 the Directors ofthe Company decided to change the functional and presentation currency from the Euro (EUR) to US Dollars (USD) as they were of the opinion that is the currency thaI best reflects the primary economic environment in which the entity operates The change in the currency was accounted for in accordance with the requirements of lAS 8 Accounting Policies Changes in Accounting Estimates and Errors The impact of the change on these financial statements is summarised in Note 16

The notes on pages 11 to 26 are an integral part of these financial statements

(9)

GMR Infrastructure (Cyprus) Limited

Statement of cash flows for the year ended 31 March 2010

Cash flows from operating activities Protitl(loss) before tax Adjustments for

interest income interest expense

Changes in working capital Receivables Payables

Cash generated from operations

Tax paid

Net cash from operating activities

Cash flows from investing activities Purchases of subsidiaries Proceeds from sale of subsidiaries Interest received

Net cash used in investing activities

Cash flows from financing activities Proceeds from issuance of ordinary shares Proceeds from loans from related parties Interest paid

Net cash from finanCing activities

Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Note 2010 US$

As restated 2009 US$

435619 (689600)

5 7

(1182431) 499011

(8750) 7

(247801) (698343)

(96) 1734073 75366106 127966470

75118209

11S243)

129002200

74999966 129002200

11 (5740S174) (138700000) 4759

1182431 8750

(56225743) (138686491 )

15 9750001 19(iii) 30499011

1499011) (7)

30000000 9749994

48774223 65703 69942 4239

48844165 6994214

The notes on pages 11 to 26 are an integral part of these financial statements

(10)

GMR Infrastructure (Cyprus) Limited

Notes to the financial statements

1 General information

Country of incorporation

The Company is incorporated and domiciled in Cyprus as a private limited liability company in accordance with the provisions of the Cyprus Companies Law Cap 113 registered office is at 3 Themistocles Dervis Street Julia House 1066 Nicosia Cyprus

Principal activities

The principal activity of the Company which is unchanged from last year is the holding of investments

2 Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below These policies have been consistently applied to all years presented in these financial statements unless otherwise stated

Basis of preparation

The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law Cap 113

As of the date of the authorisation of the financial statements all International Financial Reporting Standards issued by the International Accounting Standards Board (lASS) that are effective as of 1 April 2009 have been adopted by the EU through the endorsement procedure established by the European Commission with the exception of the following

(i) Certain provisions of lAS 39 Financial Instruments Recognition and Measurement relating to portfolio hedge accounting

(ii) Improvements to IFRSs 2009

In addition the following interpretations have been endorsed however their effective dates are not the same although an entity may choose to early adopt them

0) IFRIC 12 Concession Arrangements

tii) IFRIC 15 Agreements for the construction of real estate and

liii) IFRIC 16 Hedges of a Net Investment in a Foreign Operation

The Company is not required by the Companies Law Cap113 to prepare consolidated financial statements because the Company and its subsidiaries constitute a small sized group as defined by the Law and the Company does not intend to issue consolidated financial statements for the year ended 31 March 2010

~ 1

2

GMR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Basis of preparation (continued)

The European Commission has concluded that since parent companies are required by the EU 4th Directive to prepare their separate financial statements and since the Companies Law Cap113 requires the preparation of such financial statements in accordance with IFRS as adopted by the EU the provisions in lAS 27 middotConsolidated and Separate Financial Statementsn requiring the preparation of consolidated financial statements in accordance with IFRS do not apply

The financial statements have been prepared under the historical cost convention

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires management to exercise Its judgment in the process of applying the Companys accounting policies The areas involving a higher degree of judgment or complexity or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4

Adoption of new and revised IFRSs

During the current year the Company adopted all the new and revised International Financial Reporting Standards (lFRS) that are relevant to its operations and are effective for accounting periods beginning on 1 April 2009 This adoption did not have a material effect on the accounting poliCies of the Company with the exception of the following

(i) lAS 1 (revised) Presentation of financial statements as a result of the adoption of which the Company presents in the statement of changes in equity all owner changes in equity whereas all non-owner changes in equity are presented in the statement of comprehensive income Comparatlve information has been reshypresented so that it is also in conformity with the revised standard The change in the accounting policy impacts only presentation aspects

(ii) IFRS 7 Financial Instruments-Disclosures (amendment) as a result of the adoption of which the Company provides additional disclosures in relation to the fair value measurements of its financial instruments by level of a fair value measurement hierarchy

At the date of approval of these financial statements standards and interpretations were issued by the International Accounting Standards Board which were not yet effective Some of them were adopted by the European Union and others not yet The Board of Directors expects that the adoption of these financial reporting standards in future periods will not have a matena effect on the financial statements of the Company

Revenue recognition

The Company recognises revenue when the amount of revenue can be reliably estimated it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Companys activities as described below

(12)

2

GNIR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Revenue recognition (continued)

(I) Interest income

Interest income is recognised on a time proportion basis using the effective interest method When a loan or receivable is impaired the Company reduces the carrying amount to its recoverable amount being the estimated future cash flows discounted at the original effective interest rate of the instrument and continues unwinding the discount as interest income Interest income on impaired loans anG receivables are recognised using the original effective interest rate

Foreign currency translation

(i) Functional and presentation currency

Items included in the Companys financial statements are measured using the currency of the primary economic environment in which the entity operates (the functional currency) The financial statements are presented in US dollars (US$) which is the Companys functional and presentation currency In 2009 the Directors of the Company decided to change the functional and presentation currency from the Euro (EUR) to US Doflars (USD) as they were of the opinion thaZ is the currency that best reflects the primary economic environment in which the entity operates The change in the currency was accounted for in accordance with the requirements of lAS 8 Accounting Policies Changes in Accounting Estimate~ and Errors The impact of the change on these financial statements is summarised in Note 16

(Ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where iterim are re-measured Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement

Tax

The tax expense for the period comprises current and deferred tax Tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity In this case the tax is also recognised in OIlEif

comprehensive income or directly in equity respectively

(13)

2

GMR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Tax (continued)

Deferred income tax is recognised using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements However the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of transaction affects neither accounting nor taxable profit or loss Deferred income tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled

Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised

Financial assets

(i) Classification

The Company classifies its financial assets in loans and receivables The classification depends on the purpose for which the financial assets were acquired Management determines the classification of financial assets at initial recognition

~ Loans and receivables

Loans and receivables are non derivative financial assets with fixed or determinable payments that are not quoted in an active market and for which there is no intention of trading the receivable They are included in current assets except for maturities greater than twelve months after the balance sheet date These are classified as non current assets The Companys loans and receivables comprise trade and other receivables and cash and cash equivalents in the balance sheet

Subsidiaries at cost

Subsidiaries are all entities (including special purpose entities) over which the Company has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights The Company carries the investments in subsidiaries at cost less any impairment in its separate financial statements

Receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision for impairment

(14)

GMR Infrastructure (Cyprus) Limited

2 Summary of significant accounting policies (continued)

Share capital

Ordinary shares are classified as equity

incremental costs directly attributable to the issue of new shares are shown in equity as a deduction net of tax from the proceeds

Any excess of the fair value of consideration received over the par value of shares issued is recognised as share premium

Borrowings

Borrowings are recognised initially at fair value net of transaction costs incurred Borrowings are subsequently stated at amortised cost Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the incomE statement over the period of the borrowings using the effective interest method unless they are directly attributable to the acquisition construction or production of a qualifying asset in which case they are capitalised as part of the cost of that asset

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date

PayabJes

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method

Cash and cash equivalents

Cash and cash equivalents include cash in hand deposits held at call with banks and bank overdrafts In the balance sheet bank overdrafts are shown within borrowings in current liab1lities

Comparatives

Where necessary comparative figures have been adjusted to conform with changes in presentation in the current year

3 Financiai risk management

0) Financial risk factors

The Companys activities expose it to a variety of financial risks market risk (including cash flow interest rate risk) credit risk and liquidity risk

~ ~ t -

3

GMR Infrastructure (Cyprus) Limited

Financial risk management (continued)

(i) Financial risk factors (continued)

The Company does not have a formal risk management policy programme Instead the succeptibility of the Companys to financial risks such as cash flow interest rate risk credit risk and liquidity risk is monitored as part of its daily management of the business

bull Market risk

Cash flow and fair value interest rate risk

As the Company has no significant interest~bearing assets the Companys income and operating cash flows are substantially independent of changes in market interest rates

The Companys management monitors the interest rate fluctuations on a continuous basis and acts accordingly

Credit risk

Credit risk arises from cash and cash equivalents and deposits with banks

For banks and financial institutions only independently rated parties with a minimum rating of A and B are accepted

The table below shows the balance held with the two banks at the balance sheet date

31 March 2010

Rating Balance US$

Barclays PLC EFG Eurobank Ergasias SA

Aa3 Baa3

3429 48840736

48844165

liquidity risk

The table below analyses the Companys financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date The amounts disclosed in the table are the contractual undiscounted cash flows Balances due within 12 months equal their carrying balances as the impact of discounting is not significant

(16)

GMR Infrastructure (Cyprus) Limited

3 Financial risk management (continued)

(i) Financial risk factors (continued)

Less than 1 year US$

At 31 March 2009 Payables 128859041 Current Income Tax liabilities 2582

128861623

Less than 1 year US$

At 31 March 2010 Borrowings 30499011 Payables 204225148 Current Income Tax liabilities 2582

234726741

Management does not have a formal policy for rnanaging IiquKllllil risk

(ii) Capital risk management

The capital as defined by management at 31 March 20 was as fOlO~IlmiddotS

As restated 201~ 2009 US$ US$

Total borrowings (Note 17) 30499011 Less cash and cash equivalents (Note 14) 488441G~ (69942)

Net debt (18345154) (69942)

Total equity 1 O2289lpound

Total capita as defined by management (811621~f 9841620

Gearing ratio NA

4 Critical accounting estimates and judgements

Estimates and judgements are continuaily evaluated and are based on historicd experience and other factors including expectations of future events that are bieved to be reasonable under the circumstances

(7)

4

GMR Infrastructure (Cyprus) Limited

Critical accounting estimates and judgements (continued)

bull Income taxes

Significant judgment is required in determining the provision for income taxes There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due Where the final tax outcome of these matters is different from the amounts that were initially recorded such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made

Functional Currency

The Company has determined the currency of its primary economic environment to be the US dollars in accordance with the requirements of lAS 21 The effects of changes in foreign exchange rates The Companys rationale for this conclusion was based on the requirements of lAS 21 in paragraphs 9 10 and 11 The primary indicators envisaged by lAS 21 indicate towards the USD as it is the currency that most faithfully represents the economic effects of its underlying transactions events and conditions

(i) Critical judgements in applying the Companys accounting policies

$ Related party transactions

In the normal course of the business the Company enters into transactions with its related parties Judgement is applied in determining if transactions are priced at market or non-market rates where there is no active market for such transactions

Impairment of investments

The Company follows the guidance of lAS 36 for subsidiaries on determining when an investment is other-than-temporarily impaired This determination required significant judgement especially for unquoted investments In making this judgement the Company evaluates among other factors the duration and extent to which the fair value of an investment is less than its cost and the financial health and near-term business outlook for the investee based primarily on the current financial statement of the companies concerned

At the end of the period the Companys management have concluded that the investments are not impaired

(18)

GMR Infrastructure (Cyprus) limited

5 Other income

Interest income Bank balances

Expenses by nature

Auditors remuneration Other expenses Photocopies Printing ampStationary Telephones amp Faxes Accounting and Administrative Fees Legal Fees Secretarial Fees Bank signatory fees Registered office fees Legalization of documents Professional tax Transation fees Bank charges Unrecoverable VAT Directors Fees (Note 19(iraquo

Total expenses

7 Finance costs

Interest expense Bank borrowings Loans from related parties (Note 19(iii))

Net foreign exchange transaction loss

Tax

Current tax charge Defence contribution

Income tax expense

As restated 2010 2009 US$ US$

1182431 8750

As restated 201(1 2009 US$ US$

6787 3000 10 24

849 1710 621

45918 23952 3798

743 372 502 279 635

3366 9159

74278

As restated 2010 2009 US$ US$

7 499011

173523- 657365

672534 657372

2010 US$

As restated 2009 US$

2847

(19)

2847

GMR Infrastructure (Cyprus) Limited

8 Tax (continued)

The tax on the Companys profitf(loss) before tax differs from the theoretical amount that would arise using the applicable tax rate as follows

As restated 2010 2009 US$ US$

Profit(loss) before tax 435619 (689600)

Tax calculated at the applicable corporation tax rate of 10 43562 (68960) Tax effect of expenses not deductible for tax purposes 25213 Tax effect of allowances and income not subject to tax (118243) (17045) Special contribution for defence 118243 2847 Tax effect of tax losses for which no deferred tax asset was recognised 74681 60792

Income tax charge 118243 2847

The Com pany is subject to corporation tax on taxable profits at the rate of 10

Under certain conditions interest may be subject to defence contribution at the rate of 10 In such cases 50 of the same interest will be exempt from corporation tax thus having an effective tax rate burden of approximately 15

From 1 January 2009 onwards under certain conditions interest may be exempt from income tax and only subject to defence contribution at the rate of 10

In certain cases dividends received from abroad may be subject to defence contribution at the rate of 15

Deferred tax asset on the Companys tax losses was not recognised since no reliable estimate can be made that future taxable profits will be available against which temporary tax differences could be utilised At 31 March 2010 the tax losses carried forward for which deferred tax asset was not recognised amounted to $1575719

9 Financial instruments by category

Loans and receivables Total

US$ US$ 31 March 2009 Assets as per balance sheet Receivables from related party 1830 1830 Cash at bank 69942 69942

Total 71772 71772

Other finandal iabilities Tota

US$ USS Liabilities as per balance sheet Payables to related party 128847054 128847054 Other payabies 11987 11987

Total 128859041 128859041

Loans and receivables Total

USS USS 31 March 2010 Assets as per balance sheet Receivabies from related party CaSh at bank

1830 48844165

1830 48844165

Tota 48845995 48845995

(20)

GMR Infrastructure (Cyprus) Limited

9 Financial instruments by category (continued)

Other financial liabilities Total

US$ US$ Liabilities as ~r balance sheet Borrowings 3049901 30499011 Payables to related party 204214755 204214755 other payables _____1~0~3~~ _____1~O~39=2

234724158 234724158Total

10 Credit quality of financial assets

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates

As restated 2010 2009 US$ US$

Receivables from subsidiary 1830 1830

As restated 2010 2009 US$ US$

Cash at bank and shortmiddotterm bank deposits

Aa3 3429 69942

BaaS 48840736

48844165 69942

11 Investments in subsidiaries

As restated 2010 2009 US$ US$

At beginning of year 138700000 4759 Additions 57408174 138700000 Disposals (4759)

At end of year 196108174 138700000

The Companys interests in its subsidiaries all of which are unlisted were as follows

As restated Country of 2QW 2009

Name Principal activity incorporation holding holding

GMR Infrastructure (Global) Explore opportunities in the Isle of Man 1001~) 100 Limited infrastructure sector

across the world

During the year GMR Infrastructure (Global) has issued an additional 57408174 shares of USD 1 each to the Company for a totai contribution of $57408174

(21 )

GMR Infrastructure (Cyprus) Linlited

12 Change in functional and presentation currency

In 2009 the Directors of the Company decided to change the functional and presentation currency of the Company from the Euro (EUR) to US Dollars (USD) as they were of the opinion that it is the currency that best reflects the primary economic environment in which the entity operates The change in the functional and presentation currency from Euro to US dollars was accounted in accordance with the requirements of lAS 21 The effects of Changes in Foreign Exchange Rates and the requirements of lAS 8 Accounting Policies Changes in Accounting Estimates and Errors The impact of the change was accounted retrospectively as per the requirements of lAS 8 and the effect on the income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

13 Receivables

2010 US$

As restated 2009 US$

ReceiPrepa

vables from subsidiaries (Note 19(ii) yments

1630 1508

3338

1830 1412

The fair values of receivables approximate their carrying amounts at the balance sheet date

The maximum exposure to credit risk at the balance sheet date is the carrying value of each class of receivable mentioned above The Company does not hold any collateral as security

14 Cash and cash equivalents

As restated 2010 2009 US$ US$

Cash at bank 3429 69942 Short-term bank deposits 48840736

48844165 69942

Cash and cash equivalents include the following for the purposes of the statement of cash flows

As restated 2010 2009 US$ US$

Cash and cash equivalents 48844165 69942

48844165 69942

(22)

GMR Infrastructure (Cyprus) Limited

15 Share capital and share premium

Share Share capital premium Total

US$ US$ USS

At 1 April 2008 4740 867490 872230 Issue of shares 1582 9748419 9750001

At 31 March 2009[1 April 2009 6322 10615909 10622231

At 31 March 2010 6322 10615909 10622231

16 Prior year adjustment

On 1 April 2009 the Companys equity has been restated for the following prior year error

bull As per the requirements of lAS 21 The Effects of Changes in Foreign Exchange Rates the Company should have selected the US Dollars (USD) as its functional currency which is the currency that best reflects the primary economic environment in which the Company operates from 1 April 2008 Up to 31 March 2009 the Company was using the Euro as its functional currency The impact of the change was accounted retrospectively as per the reqUirements of lAS 8 and the effect on the bull income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

17 Borrowings

As restated 2010 2008 US$ USS

Current Borrowings from related parties (Note 19(iiiraquo 30499011 shy===

The loan and interest accrued are repayable on an annual basis by August 2010

The carrying amounts of borrowings approximate their fair value

The carrying amounts of the Companys borrowings are denominated in the following currencies

As restated 2010 2009 US$ US$

30499011JS Dollar

GMR Infrastructure (Cyprus) Limited

18 Trade and other payables

2010 US$

As restated 2009 US$

PayabOther

les to related parties (Note 19(ii)) payables

204214755 10391

204225146

128847054 11986

128859040

The fair value of trade and other payables which are due within one year approximates their carrying amount at the balance sheet date

19 Related party transactions

The Company is controlled by GMR Infrastructure (Mauritius) Limited incorporated in Mauritius which owns 100 of the Companys shares The Companys ultimate controlling company is GMR Holdings Private and the ultimate controlling party is Mallika~una Rao Gandhi

The following transactions were carried out with related parties

(i) Directors remuneration

The total remuneration of the Directors was as follows

As restated 2010 2009 US$ US$

Fees 1858

(ii) Yearwend balances arising from financing activities

As restated 2010 2009 US$ US$

Receivable from related parties (Note 13)

Receivables from subsidiary 1830 1830

Payable to related parties (Note 18) Payable to parent 204214755 128847054

The above balances bear no interest and are repayable on demand

(iii) Borrowings from related parties

As restated 2010 2009 US$ US$

Borrowings from related party At beginning of year Loans advanced during year 30000000 Interest charged (Note 7) 499011

At end of year (Note 17) 30499JH 1

The above borrowing was provided with interest and is repayable within one year

(24)

GMR Infrastructure (Cyprus) Limited

20 Going concern

These financial statements have been prepared on a going concern basis which assumes that

a)The company will continue operating for the foreseeable future and b) In the long term the investment the company has made into group companies is recoverable and the carrying value in the balance sheet is a fair value of the investment

The Company owns 100 of GMR Infrastructure (Global) Limited which in its turn owns 100 of GMR Energy (Global) Limited GMR Energys investment by way of debentures in GMR Holding (Malta) Limited is part of the groups acquisition of InterGen NV GMR Holding (Malta) Limiteds non statutory consolidated financial statements for the period ended 31st December 2009 show a loss of USD1309 million (31 March 2009 - USD 546 million) and its total liabilities exceeded total assets by USD 1593 million (31 March 2009 - USD 622 million) This loss was due to a share of the losses of InterGen NV of USD 775 million as well as finance costs of $517 million

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 wi 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 ICICl Bank pic which amounted to USD 1107 million A syndicated loan of USD 8369 mllion 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 mimon has already been paid to Axis Bank Limited funded by a share subscription 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 GMR Infrastructure Limited an Indian listed company

It is believed that with the continued support of its shareholders the necessary funding to achieve InterGen NVs plans is in place and to this end GMR Private Holdings limited the ultimate parent company of GMR Infrastructure Limited GMR Infrastructure (Cyprus) 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 at group level 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 NVs management are confident that positive cash flows will be achieved However there can be no guarantee that the long term results will improve and should the positive cash flows not be achieved a reduction in the carrying value of the debentures and accrued interest would be required

In view of the above in particular the guarantees given by both GMR Infrastructure Limited and GMR Private Holdings Limited the directors consider it appropriate to prepare the accounts on the going concern basis although a material uncertainty exists to the Companys ability to continue as a going concern

(25)

GMR Infrastructure (Cyprus) Limited

Additional information to the income statement

Analysis of expenses for the year ended 31 March 2010

Administrative expenses Auditors remuneration Accounting fees Legal fees Directors fees Secretarial fees Registered office fees Legalisation of documents Telephone telexes and facsimiles Printing and stationery Translation expenses Taxes and licences Non-recoverable VAT Bank charges Sundry expenses

2010 US$

6787 45919

3798 18S8

743 502 219

849

635 9159 3739

10

As restated 2009 US$

3000 23952

1255 501 449 a96 621

1710 65

604 5086 2815

24

74218 40978

(27)

Page 3: Report on the Financial Statements Board of Directors ...... · March 2010, and the statements of income, comprehensive income, changes in equity and cash flows for the year then

GMR Infrastructure (Cyprus) Limited

Income statement for the year ended 31 March 2010

Note 2010 US$

As restated 2009 US$

Administrative expenses Other income 5

(74278) 1182431

(40978) 8750

Operating profitl(loss) 1108153 (32228)

Finance costs 7 (672534) (657372)

Profitf(loss before tax 435619 (689aOO)

Income tax expense 8 118243) (2847)

Profitf(loss) for the year 317376 692447)

The notes on pages 11 to 26 are an integral part of these financial statements

(6)

GMR Infrastructure (Cyprus) Limited

Statement of comprehensive income for the year ended 31 March 2010

As restated 2010 200g US$ USS

Profitf(loss) for the year 317376 _bullj~92447)

Total comprehensive income for the year

Items in the statement above are disclosed net of tax The income tax relating to each component of other comprehensive income is disclosed in Note 8

The notes on pages 11 to 26 are an integral part of these financial statements

GMR Infrastructure (Cyprus) Limited

Statement of financial position at 31 March 2010

Assets Non-current assets Investment in subsidiaries

Current assets Receivables Cash and cash equivalents

Total assets

Equity and liabilities Capital and reserves Share capital Share premium Accumulated losses

Total equity

Current liabilities Payables Current income tax liabilities Borrowings

Total equity and liabilities

Note

11

13 14

15 15

As restated 2010 2009 US$ US$

196108174 138700000

3338 3242 48844165 69942

48847503 73184

244955677 138773184

6322 6322 10615909 10615909

393293) 710669)

10228938 9911562

18 204225146 128859040 2582 2582

17 30499011

234726739 128861622

244955677 138773184

On 21 May 2010 the Board of Directors of GMR Infrastructure (Cyprus) limited Euthorised these financial statements for issue

Michalakis Ha~h- _ D~ector

Menikq- armakou r ector

The notes on pages 11 to 26 are an integral part of these financial statements

(8)

GMR Infrastructure (Cyprus) Limited

Statement of changes in equity for the year ended 31 March 2010

AccumulatedShare capital

US$

Share premium

US$ 1055es(l) (2)

US$ Total (2)

USS

Balance at I April 2008 867490 (18222) 854008

Comprehensive income Loss for the year (692447) (692447)

Transactions with owners Issue of shares

Balance at 31 March 20091 April 2009

1582

6322

9748419

10615909 (710669)

9750001

991U62

Comprehensive income Profit for the year 317376 317376

Balance at 31 March 2010 6322 10615909 (393293) 10228938

(I) Companies which do not distribute 70 of their profits after tax as defined by the Special Contribution for the Defence of the Republic law during the two years after the end of the year of assessment to which the profits refer will be deemed to have distributed this amount as dividend Special contribution for defence at 15 will be payable on such deemed dividend to the extent that the shareholders (individuals and companies) at the end of the period of two years from the end of the year of assessment to which the profits refer are Cyprus tax residents The amount of this deemed dividend distribution is reduced by any actual dividend paid out of the profits of the relevant year at any tlme This special contribution for defence is paid by the Company for the account of the shareholders

2) In 2009 the Directors ofthe Company decided to change the functional and presentation currency from the Euro (EUR) to US Dollars (USD) as they were of the opinion that is the currency thaI best reflects the primary economic environment in which the entity operates The change in the currency was accounted for in accordance with the requirements of lAS 8 Accounting Policies Changes in Accounting Estimates and Errors The impact of the change on these financial statements is summarised in Note 16

The notes on pages 11 to 26 are an integral part of these financial statements

(9)

GMR Infrastructure (Cyprus) Limited

Statement of cash flows for the year ended 31 March 2010

Cash flows from operating activities Protitl(loss) before tax Adjustments for

interest income interest expense

Changes in working capital Receivables Payables

Cash generated from operations

Tax paid

Net cash from operating activities

Cash flows from investing activities Purchases of subsidiaries Proceeds from sale of subsidiaries Interest received

Net cash used in investing activities

Cash flows from financing activities Proceeds from issuance of ordinary shares Proceeds from loans from related parties Interest paid

Net cash from finanCing activities

Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Note 2010 US$

As restated 2009 US$

435619 (689600)

5 7

(1182431) 499011

(8750) 7

(247801) (698343)

(96) 1734073 75366106 127966470

75118209

11S243)

129002200

74999966 129002200

11 (5740S174) (138700000) 4759

1182431 8750

(56225743) (138686491 )

15 9750001 19(iii) 30499011

1499011) (7)

30000000 9749994

48774223 65703 69942 4239

48844165 6994214

The notes on pages 11 to 26 are an integral part of these financial statements

(10)

GMR Infrastructure (Cyprus) Limited

Notes to the financial statements

1 General information

Country of incorporation

The Company is incorporated and domiciled in Cyprus as a private limited liability company in accordance with the provisions of the Cyprus Companies Law Cap 113 registered office is at 3 Themistocles Dervis Street Julia House 1066 Nicosia Cyprus

Principal activities

The principal activity of the Company which is unchanged from last year is the holding of investments

2 Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below These policies have been consistently applied to all years presented in these financial statements unless otherwise stated

Basis of preparation

The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law Cap 113

As of the date of the authorisation of the financial statements all International Financial Reporting Standards issued by the International Accounting Standards Board (lASS) that are effective as of 1 April 2009 have been adopted by the EU through the endorsement procedure established by the European Commission with the exception of the following

(i) Certain provisions of lAS 39 Financial Instruments Recognition and Measurement relating to portfolio hedge accounting

(ii) Improvements to IFRSs 2009

In addition the following interpretations have been endorsed however their effective dates are not the same although an entity may choose to early adopt them

0) IFRIC 12 Concession Arrangements

tii) IFRIC 15 Agreements for the construction of real estate and

liii) IFRIC 16 Hedges of a Net Investment in a Foreign Operation

The Company is not required by the Companies Law Cap113 to prepare consolidated financial statements because the Company and its subsidiaries constitute a small sized group as defined by the Law and the Company does not intend to issue consolidated financial statements for the year ended 31 March 2010

~ 1

2

GMR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Basis of preparation (continued)

The European Commission has concluded that since parent companies are required by the EU 4th Directive to prepare their separate financial statements and since the Companies Law Cap113 requires the preparation of such financial statements in accordance with IFRS as adopted by the EU the provisions in lAS 27 middotConsolidated and Separate Financial Statementsn requiring the preparation of consolidated financial statements in accordance with IFRS do not apply

The financial statements have been prepared under the historical cost convention

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires management to exercise Its judgment in the process of applying the Companys accounting policies The areas involving a higher degree of judgment or complexity or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4

Adoption of new and revised IFRSs

During the current year the Company adopted all the new and revised International Financial Reporting Standards (lFRS) that are relevant to its operations and are effective for accounting periods beginning on 1 April 2009 This adoption did not have a material effect on the accounting poliCies of the Company with the exception of the following

(i) lAS 1 (revised) Presentation of financial statements as a result of the adoption of which the Company presents in the statement of changes in equity all owner changes in equity whereas all non-owner changes in equity are presented in the statement of comprehensive income Comparatlve information has been reshypresented so that it is also in conformity with the revised standard The change in the accounting policy impacts only presentation aspects

(ii) IFRS 7 Financial Instruments-Disclosures (amendment) as a result of the adoption of which the Company provides additional disclosures in relation to the fair value measurements of its financial instruments by level of a fair value measurement hierarchy

At the date of approval of these financial statements standards and interpretations were issued by the International Accounting Standards Board which were not yet effective Some of them were adopted by the European Union and others not yet The Board of Directors expects that the adoption of these financial reporting standards in future periods will not have a matena effect on the financial statements of the Company

Revenue recognition

The Company recognises revenue when the amount of revenue can be reliably estimated it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Companys activities as described below

(12)

2

GNIR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Revenue recognition (continued)

(I) Interest income

Interest income is recognised on a time proportion basis using the effective interest method When a loan or receivable is impaired the Company reduces the carrying amount to its recoverable amount being the estimated future cash flows discounted at the original effective interest rate of the instrument and continues unwinding the discount as interest income Interest income on impaired loans anG receivables are recognised using the original effective interest rate

Foreign currency translation

(i) Functional and presentation currency

Items included in the Companys financial statements are measured using the currency of the primary economic environment in which the entity operates (the functional currency) The financial statements are presented in US dollars (US$) which is the Companys functional and presentation currency In 2009 the Directors of the Company decided to change the functional and presentation currency from the Euro (EUR) to US Doflars (USD) as they were of the opinion thaZ is the currency that best reflects the primary economic environment in which the entity operates The change in the currency was accounted for in accordance with the requirements of lAS 8 Accounting Policies Changes in Accounting Estimate~ and Errors The impact of the change on these financial statements is summarised in Note 16

(Ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where iterim are re-measured Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement

Tax

The tax expense for the period comprises current and deferred tax Tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity In this case the tax is also recognised in OIlEif

comprehensive income or directly in equity respectively

(13)

2

GMR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Tax (continued)

Deferred income tax is recognised using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements However the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of transaction affects neither accounting nor taxable profit or loss Deferred income tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled

Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised

Financial assets

(i) Classification

The Company classifies its financial assets in loans and receivables The classification depends on the purpose for which the financial assets were acquired Management determines the classification of financial assets at initial recognition

~ Loans and receivables

Loans and receivables are non derivative financial assets with fixed or determinable payments that are not quoted in an active market and for which there is no intention of trading the receivable They are included in current assets except for maturities greater than twelve months after the balance sheet date These are classified as non current assets The Companys loans and receivables comprise trade and other receivables and cash and cash equivalents in the balance sheet

Subsidiaries at cost

Subsidiaries are all entities (including special purpose entities) over which the Company has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights The Company carries the investments in subsidiaries at cost less any impairment in its separate financial statements

Receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision for impairment

(14)

GMR Infrastructure (Cyprus) Limited

2 Summary of significant accounting policies (continued)

Share capital

Ordinary shares are classified as equity

incremental costs directly attributable to the issue of new shares are shown in equity as a deduction net of tax from the proceeds

Any excess of the fair value of consideration received over the par value of shares issued is recognised as share premium

Borrowings

Borrowings are recognised initially at fair value net of transaction costs incurred Borrowings are subsequently stated at amortised cost Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the incomE statement over the period of the borrowings using the effective interest method unless they are directly attributable to the acquisition construction or production of a qualifying asset in which case they are capitalised as part of the cost of that asset

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date

PayabJes

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method

Cash and cash equivalents

Cash and cash equivalents include cash in hand deposits held at call with banks and bank overdrafts In the balance sheet bank overdrafts are shown within borrowings in current liab1lities

Comparatives

Where necessary comparative figures have been adjusted to conform with changes in presentation in the current year

3 Financiai risk management

0) Financial risk factors

The Companys activities expose it to a variety of financial risks market risk (including cash flow interest rate risk) credit risk and liquidity risk

~ ~ t -

3

GMR Infrastructure (Cyprus) Limited

Financial risk management (continued)

(i) Financial risk factors (continued)

The Company does not have a formal risk management policy programme Instead the succeptibility of the Companys to financial risks such as cash flow interest rate risk credit risk and liquidity risk is monitored as part of its daily management of the business

bull Market risk

Cash flow and fair value interest rate risk

As the Company has no significant interest~bearing assets the Companys income and operating cash flows are substantially independent of changes in market interest rates

The Companys management monitors the interest rate fluctuations on a continuous basis and acts accordingly

Credit risk

Credit risk arises from cash and cash equivalents and deposits with banks

For banks and financial institutions only independently rated parties with a minimum rating of A and B are accepted

The table below shows the balance held with the two banks at the balance sheet date

31 March 2010

Rating Balance US$

Barclays PLC EFG Eurobank Ergasias SA

Aa3 Baa3

3429 48840736

48844165

liquidity risk

The table below analyses the Companys financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date The amounts disclosed in the table are the contractual undiscounted cash flows Balances due within 12 months equal their carrying balances as the impact of discounting is not significant

(16)

GMR Infrastructure (Cyprus) Limited

3 Financial risk management (continued)

(i) Financial risk factors (continued)

Less than 1 year US$

At 31 March 2009 Payables 128859041 Current Income Tax liabilities 2582

128861623

Less than 1 year US$

At 31 March 2010 Borrowings 30499011 Payables 204225148 Current Income Tax liabilities 2582

234726741

Management does not have a formal policy for rnanaging IiquKllllil risk

(ii) Capital risk management

The capital as defined by management at 31 March 20 was as fOlO~IlmiddotS

As restated 201~ 2009 US$ US$

Total borrowings (Note 17) 30499011 Less cash and cash equivalents (Note 14) 488441G~ (69942)

Net debt (18345154) (69942)

Total equity 1 O2289lpound

Total capita as defined by management (811621~f 9841620

Gearing ratio NA

4 Critical accounting estimates and judgements

Estimates and judgements are continuaily evaluated and are based on historicd experience and other factors including expectations of future events that are bieved to be reasonable under the circumstances

(7)

4

GMR Infrastructure (Cyprus) Limited

Critical accounting estimates and judgements (continued)

bull Income taxes

Significant judgment is required in determining the provision for income taxes There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due Where the final tax outcome of these matters is different from the amounts that were initially recorded such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made

Functional Currency

The Company has determined the currency of its primary economic environment to be the US dollars in accordance with the requirements of lAS 21 The effects of changes in foreign exchange rates The Companys rationale for this conclusion was based on the requirements of lAS 21 in paragraphs 9 10 and 11 The primary indicators envisaged by lAS 21 indicate towards the USD as it is the currency that most faithfully represents the economic effects of its underlying transactions events and conditions

(i) Critical judgements in applying the Companys accounting policies

$ Related party transactions

In the normal course of the business the Company enters into transactions with its related parties Judgement is applied in determining if transactions are priced at market or non-market rates where there is no active market for such transactions

Impairment of investments

The Company follows the guidance of lAS 36 for subsidiaries on determining when an investment is other-than-temporarily impaired This determination required significant judgement especially for unquoted investments In making this judgement the Company evaluates among other factors the duration and extent to which the fair value of an investment is less than its cost and the financial health and near-term business outlook for the investee based primarily on the current financial statement of the companies concerned

At the end of the period the Companys management have concluded that the investments are not impaired

(18)

GMR Infrastructure (Cyprus) limited

5 Other income

Interest income Bank balances

Expenses by nature

Auditors remuneration Other expenses Photocopies Printing ampStationary Telephones amp Faxes Accounting and Administrative Fees Legal Fees Secretarial Fees Bank signatory fees Registered office fees Legalization of documents Professional tax Transation fees Bank charges Unrecoverable VAT Directors Fees (Note 19(iraquo

Total expenses

7 Finance costs

Interest expense Bank borrowings Loans from related parties (Note 19(iii))

Net foreign exchange transaction loss

Tax

Current tax charge Defence contribution

Income tax expense

As restated 2010 2009 US$ US$

1182431 8750

As restated 201(1 2009 US$ US$

6787 3000 10 24

849 1710 621

45918 23952 3798

743 372 502 279 635

3366 9159

74278

As restated 2010 2009 US$ US$

7 499011

173523- 657365

672534 657372

2010 US$

As restated 2009 US$

2847

(19)

2847

GMR Infrastructure (Cyprus) Limited

8 Tax (continued)

The tax on the Companys profitf(loss) before tax differs from the theoretical amount that would arise using the applicable tax rate as follows

As restated 2010 2009 US$ US$

Profit(loss) before tax 435619 (689600)

Tax calculated at the applicable corporation tax rate of 10 43562 (68960) Tax effect of expenses not deductible for tax purposes 25213 Tax effect of allowances and income not subject to tax (118243) (17045) Special contribution for defence 118243 2847 Tax effect of tax losses for which no deferred tax asset was recognised 74681 60792

Income tax charge 118243 2847

The Com pany is subject to corporation tax on taxable profits at the rate of 10

Under certain conditions interest may be subject to defence contribution at the rate of 10 In such cases 50 of the same interest will be exempt from corporation tax thus having an effective tax rate burden of approximately 15

From 1 January 2009 onwards under certain conditions interest may be exempt from income tax and only subject to defence contribution at the rate of 10

In certain cases dividends received from abroad may be subject to defence contribution at the rate of 15

Deferred tax asset on the Companys tax losses was not recognised since no reliable estimate can be made that future taxable profits will be available against which temporary tax differences could be utilised At 31 March 2010 the tax losses carried forward for which deferred tax asset was not recognised amounted to $1575719

9 Financial instruments by category

Loans and receivables Total

US$ US$ 31 March 2009 Assets as per balance sheet Receivables from related party 1830 1830 Cash at bank 69942 69942

Total 71772 71772

Other finandal iabilities Tota

US$ USS Liabilities as per balance sheet Payables to related party 128847054 128847054 Other payabies 11987 11987

Total 128859041 128859041

Loans and receivables Total

USS USS 31 March 2010 Assets as per balance sheet Receivabies from related party CaSh at bank

1830 48844165

1830 48844165

Tota 48845995 48845995

(20)

GMR Infrastructure (Cyprus) Limited

9 Financial instruments by category (continued)

Other financial liabilities Total

US$ US$ Liabilities as ~r balance sheet Borrowings 3049901 30499011 Payables to related party 204214755 204214755 other payables _____1~0~3~~ _____1~O~39=2

234724158 234724158Total

10 Credit quality of financial assets

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates

As restated 2010 2009 US$ US$

Receivables from subsidiary 1830 1830

As restated 2010 2009 US$ US$

Cash at bank and shortmiddotterm bank deposits

Aa3 3429 69942

BaaS 48840736

48844165 69942

11 Investments in subsidiaries

As restated 2010 2009 US$ US$

At beginning of year 138700000 4759 Additions 57408174 138700000 Disposals (4759)

At end of year 196108174 138700000

The Companys interests in its subsidiaries all of which are unlisted were as follows

As restated Country of 2QW 2009

Name Principal activity incorporation holding holding

GMR Infrastructure (Global) Explore opportunities in the Isle of Man 1001~) 100 Limited infrastructure sector

across the world

During the year GMR Infrastructure (Global) has issued an additional 57408174 shares of USD 1 each to the Company for a totai contribution of $57408174

(21 )

GMR Infrastructure (Cyprus) Linlited

12 Change in functional and presentation currency

In 2009 the Directors of the Company decided to change the functional and presentation currency of the Company from the Euro (EUR) to US Dollars (USD) as they were of the opinion that it is the currency that best reflects the primary economic environment in which the entity operates The change in the functional and presentation currency from Euro to US dollars was accounted in accordance with the requirements of lAS 21 The effects of Changes in Foreign Exchange Rates and the requirements of lAS 8 Accounting Policies Changes in Accounting Estimates and Errors The impact of the change was accounted retrospectively as per the requirements of lAS 8 and the effect on the income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

13 Receivables

2010 US$

As restated 2009 US$

ReceiPrepa

vables from subsidiaries (Note 19(ii) yments

1630 1508

3338

1830 1412

The fair values of receivables approximate their carrying amounts at the balance sheet date

The maximum exposure to credit risk at the balance sheet date is the carrying value of each class of receivable mentioned above The Company does not hold any collateral as security

14 Cash and cash equivalents

As restated 2010 2009 US$ US$

Cash at bank 3429 69942 Short-term bank deposits 48840736

48844165 69942

Cash and cash equivalents include the following for the purposes of the statement of cash flows

As restated 2010 2009 US$ US$

Cash and cash equivalents 48844165 69942

48844165 69942

(22)

GMR Infrastructure (Cyprus) Limited

15 Share capital and share premium

Share Share capital premium Total

US$ US$ USS

At 1 April 2008 4740 867490 872230 Issue of shares 1582 9748419 9750001

At 31 March 2009[1 April 2009 6322 10615909 10622231

At 31 March 2010 6322 10615909 10622231

16 Prior year adjustment

On 1 April 2009 the Companys equity has been restated for the following prior year error

bull As per the requirements of lAS 21 The Effects of Changes in Foreign Exchange Rates the Company should have selected the US Dollars (USD) as its functional currency which is the currency that best reflects the primary economic environment in which the Company operates from 1 April 2008 Up to 31 March 2009 the Company was using the Euro as its functional currency The impact of the change was accounted retrospectively as per the reqUirements of lAS 8 and the effect on the bull income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

17 Borrowings

As restated 2010 2008 US$ USS

Current Borrowings from related parties (Note 19(iiiraquo 30499011 shy===

The loan and interest accrued are repayable on an annual basis by August 2010

The carrying amounts of borrowings approximate their fair value

The carrying amounts of the Companys borrowings are denominated in the following currencies

As restated 2010 2009 US$ US$

30499011JS Dollar

GMR Infrastructure (Cyprus) Limited

18 Trade and other payables

2010 US$

As restated 2009 US$

PayabOther

les to related parties (Note 19(ii)) payables

204214755 10391

204225146

128847054 11986

128859040

The fair value of trade and other payables which are due within one year approximates their carrying amount at the balance sheet date

19 Related party transactions

The Company is controlled by GMR Infrastructure (Mauritius) Limited incorporated in Mauritius which owns 100 of the Companys shares The Companys ultimate controlling company is GMR Holdings Private and the ultimate controlling party is Mallika~una Rao Gandhi

The following transactions were carried out with related parties

(i) Directors remuneration

The total remuneration of the Directors was as follows

As restated 2010 2009 US$ US$

Fees 1858

(ii) Yearwend balances arising from financing activities

As restated 2010 2009 US$ US$

Receivable from related parties (Note 13)

Receivables from subsidiary 1830 1830

Payable to related parties (Note 18) Payable to parent 204214755 128847054

The above balances bear no interest and are repayable on demand

(iii) Borrowings from related parties

As restated 2010 2009 US$ US$

Borrowings from related party At beginning of year Loans advanced during year 30000000 Interest charged (Note 7) 499011

At end of year (Note 17) 30499JH 1

The above borrowing was provided with interest and is repayable within one year

(24)

GMR Infrastructure (Cyprus) Limited

20 Going concern

These financial statements have been prepared on a going concern basis which assumes that

a)The company will continue operating for the foreseeable future and b) In the long term the investment the company has made into group companies is recoverable and the carrying value in the balance sheet is a fair value of the investment

The Company owns 100 of GMR Infrastructure (Global) Limited which in its turn owns 100 of GMR Energy (Global) Limited GMR Energys investment by way of debentures in GMR Holding (Malta) Limited is part of the groups acquisition of InterGen NV GMR Holding (Malta) Limiteds non statutory consolidated financial statements for the period ended 31st December 2009 show a loss of USD1309 million (31 March 2009 - USD 546 million) and its total liabilities exceeded total assets by USD 1593 million (31 March 2009 - USD 622 million) This loss was due to a share of the losses of InterGen NV of USD 775 million as well as finance costs of $517 million

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 wi 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 ICICl Bank pic which amounted to USD 1107 million A syndicated loan of USD 8369 mllion 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 mimon has already been paid to Axis Bank Limited funded by a share subscription 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 GMR Infrastructure Limited an Indian listed company

It is believed that with the continued support of its shareholders the necessary funding to achieve InterGen NVs plans is in place and to this end GMR Private Holdings limited the ultimate parent company of GMR Infrastructure Limited GMR Infrastructure (Cyprus) 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 at group level 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 NVs management are confident that positive cash flows will be achieved However there can be no guarantee that the long term results will improve and should the positive cash flows not be achieved a reduction in the carrying value of the debentures and accrued interest would be required

In view of the above in particular the guarantees given by both GMR Infrastructure Limited and GMR Private Holdings Limited the directors consider it appropriate to prepare the accounts on the going concern basis although a material uncertainty exists to the Companys ability to continue as a going concern

(25)

GMR Infrastructure (Cyprus) Limited

Additional information to the income statement

Analysis of expenses for the year ended 31 March 2010

Administrative expenses Auditors remuneration Accounting fees Legal fees Directors fees Secretarial fees Registered office fees Legalisation of documents Telephone telexes and facsimiles Printing and stationery Translation expenses Taxes and licences Non-recoverable VAT Bank charges Sundry expenses

2010 US$

6787 45919

3798 18S8

743 502 219

849

635 9159 3739

10

As restated 2009 US$

3000 23952

1255 501 449 a96 621

1710 65

604 5086 2815

24

74218 40978

(27)

Page 4: Report on the Financial Statements Board of Directors ...... · March 2010, and the statements of income, comprehensive income, changes in equity and cash flows for the year then

GMR Infrastructure (Cyprus) Limited

Statement of comprehensive income for the year ended 31 March 2010

As restated 2010 200g US$ USS

Profitf(loss) for the year 317376 _bullj~92447)

Total comprehensive income for the year

Items in the statement above are disclosed net of tax The income tax relating to each component of other comprehensive income is disclosed in Note 8

The notes on pages 11 to 26 are an integral part of these financial statements

GMR Infrastructure (Cyprus) Limited

Statement of financial position at 31 March 2010

Assets Non-current assets Investment in subsidiaries

Current assets Receivables Cash and cash equivalents

Total assets

Equity and liabilities Capital and reserves Share capital Share premium Accumulated losses

Total equity

Current liabilities Payables Current income tax liabilities Borrowings

Total equity and liabilities

Note

11

13 14

15 15

As restated 2010 2009 US$ US$

196108174 138700000

3338 3242 48844165 69942

48847503 73184

244955677 138773184

6322 6322 10615909 10615909

393293) 710669)

10228938 9911562

18 204225146 128859040 2582 2582

17 30499011

234726739 128861622

244955677 138773184

On 21 May 2010 the Board of Directors of GMR Infrastructure (Cyprus) limited Euthorised these financial statements for issue

Michalakis Ha~h- _ D~ector

Menikq- armakou r ector

The notes on pages 11 to 26 are an integral part of these financial statements

(8)

GMR Infrastructure (Cyprus) Limited

Statement of changes in equity for the year ended 31 March 2010

AccumulatedShare capital

US$

Share premium

US$ 1055es(l) (2)

US$ Total (2)

USS

Balance at I April 2008 867490 (18222) 854008

Comprehensive income Loss for the year (692447) (692447)

Transactions with owners Issue of shares

Balance at 31 March 20091 April 2009

1582

6322

9748419

10615909 (710669)

9750001

991U62

Comprehensive income Profit for the year 317376 317376

Balance at 31 March 2010 6322 10615909 (393293) 10228938

(I) Companies which do not distribute 70 of their profits after tax as defined by the Special Contribution for the Defence of the Republic law during the two years after the end of the year of assessment to which the profits refer will be deemed to have distributed this amount as dividend Special contribution for defence at 15 will be payable on such deemed dividend to the extent that the shareholders (individuals and companies) at the end of the period of two years from the end of the year of assessment to which the profits refer are Cyprus tax residents The amount of this deemed dividend distribution is reduced by any actual dividend paid out of the profits of the relevant year at any tlme This special contribution for defence is paid by the Company for the account of the shareholders

2) In 2009 the Directors ofthe Company decided to change the functional and presentation currency from the Euro (EUR) to US Dollars (USD) as they were of the opinion that is the currency thaI best reflects the primary economic environment in which the entity operates The change in the currency was accounted for in accordance with the requirements of lAS 8 Accounting Policies Changes in Accounting Estimates and Errors The impact of the change on these financial statements is summarised in Note 16

The notes on pages 11 to 26 are an integral part of these financial statements

(9)

GMR Infrastructure (Cyprus) Limited

Statement of cash flows for the year ended 31 March 2010

Cash flows from operating activities Protitl(loss) before tax Adjustments for

interest income interest expense

Changes in working capital Receivables Payables

Cash generated from operations

Tax paid

Net cash from operating activities

Cash flows from investing activities Purchases of subsidiaries Proceeds from sale of subsidiaries Interest received

Net cash used in investing activities

Cash flows from financing activities Proceeds from issuance of ordinary shares Proceeds from loans from related parties Interest paid

Net cash from finanCing activities

Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Note 2010 US$

As restated 2009 US$

435619 (689600)

5 7

(1182431) 499011

(8750) 7

(247801) (698343)

(96) 1734073 75366106 127966470

75118209

11S243)

129002200

74999966 129002200

11 (5740S174) (138700000) 4759

1182431 8750

(56225743) (138686491 )

15 9750001 19(iii) 30499011

1499011) (7)

30000000 9749994

48774223 65703 69942 4239

48844165 6994214

The notes on pages 11 to 26 are an integral part of these financial statements

(10)

GMR Infrastructure (Cyprus) Limited

Notes to the financial statements

1 General information

Country of incorporation

The Company is incorporated and domiciled in Cyprus as a private limited liability company in accordance with the provisions of the Cyprus Companies Law Cap 113 registered office is at 3 Themistocles Dervis Street Julia House 1066 Nicosia Cyprus

Principal activities

The principal activity of the Company which is unchanged from last year is the holding of investments

2 Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below These policies have been consistently applied to all years presented in these financial statements unless otherwise stated

Basis of preparation

The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law Cap 113

As of the date of the authorisation of the financial statements all International Financial Reporting Standards issued by the International Accounting Standards Board (lASS) that are effective as of 1 April 2009 have been adopted by the EU through the endorsement procedure established by the European Commission with the exception of the following

(i) Certain provisions of lAS 39 Financial Instruments Recognition and Measurement relating to portfolio hedge accounting

(ii) Improvements to IFRSs 2009

In addition the following interpretations have been endorsed however their effective dates are not the same although an entity may choose to early adopt them

0) IFRIC 12 Concession Arrangements

tii) IFRIC 15 Agreements for the construction of real estate and

liii) IFRIC 16 Hedges of a Net Investment in a Foreign Operation

The Company is not required by the Companies Law Cap113 to prepare consolidated financial statements because the Company and its subsidiaries constitute a small sized group as defined by the Law and the Company does not intend to issue consolidated financial statements for the year ended 31 March 2010

~ 1

2

GMR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Basis of preparation (continued)

The European Commission has concluded that since parent companies are required by the EU 4th Directive to prepare their separate financial statements and since the Companies Law Cap113 requires the preparation of such financial statements in accordance with IFRS as adopted by the EU the provisions in lAS 27 middotConsolidated and Separate Financial Statementsn requiring the preparation of consolidated financial statements in accordance with IFRS do not apply

The financial statements have been prepared under the historical cost convention

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires management to exercise Its judgment in the process of applying the Companys accounting policies The areas involving a higher degree of judgment or complexity or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4

Adoption of new and revised IFRSs

During the current year the Company adopted all the new and revised International Financial Reporting Standards (lFRS) that are relevant to its operations and are effective for accounting periods beginning on 1 April 2009 This adoption did not have a material effect on the accounting poliCies of the Company with the exception of the following

(i) lAS 1 (revised) Presentation of financial statements as a result of the adoption of which the Company presents in the statement of changes in equity all owner changes in equity whereas all non-owner changes in equity are presented in the statement of comprehensive income Comparatlve information has been reshypresented so that it is also in conformity with the revised standard The change in the accounting policy impacts only presentation aspects

(ii) IFRS 7 Financial Instruments-Disclosures (amendment) as a result of the adoption of which the Company provides additional disclosures in relation to the fair value measurements of its financial instruments by level of a fair value measurement hierarchy

At the date of approval of these financial statements standards and interpretations were issued by the International Accounting Standards Board which were not yet effective Some of them were adopted by the European Union and others not yet The Board of Directors expects that the adoption of these financial reporting standards in future periods will not have a matena effect on the financial statements of the Company

Revenue recognition

The Company recognises revenue when the amount of revenue can be reliably estimated it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Companys activities as described below

(12)

2

GNIR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Revenue recognition (continued)

(I) Interest income

Interest income is recognised on a time proportion basis using the effective interest method When a loan or receivable is impaired the Company reduces the carrying amount to its recoverable amount being the estimated future cash flows discounted at the original effective interest rate of the instrument and continues unwinding the discount as interest income Interest income on impaired loans anG receivables are recognised using the original effective interest rate

Foreign currency translation

(i) Functional and presentation currency

Items included in the Companys financial statements are measured using the currency of the primary economic environment in which the entity operates (the functional currency) The financial statements are presented in US dollars (US$) which is the Companys functional and presentation currency In 2009 the Directors of the Company decided to change the functional and presentation currency from the Euro (EUR) to US Doflars (USD) as they were of the opinion thaZ is the currency that best reflects the primary economic environment in which the entity operates The change in the currency was accounted for in accordance with the requirements of lAS 8 Accounting Policies Changes in Accounting Estimate~ and Errors The impact of the change on these financial statements is summarised in Note 16

(Ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where iterim are re-measured Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement

Tax

The tax expense for the period comprises current and deferred tax Tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity In this case the tax is also recognised in OIlEif

comprehensive income or directly in equity respectively

(13)

2

GMR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Tax (continued)

Deferred income tax is recognised using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements However the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of transaction affects neither accounting nor taxable profit or loss Deferred income tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled

Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised

Financial assets

(i) Classification

The Company classifies its financial assets in loans and receivables The classification depends on the purpose for which the financial assets were acquired Management determines the classification of financial assets at initial recognition

~ Loans and receivables

Loans and receivables are non derivative financial assets with fixed or determinable payments that are not quoted in an active market and for which there is no intention of trading the receivable They are included in current assets except for maturities greater than twelve months after the balance sheet date These are classified as non current assets The Companys loans and receivables comprise trade and other receivables and cash and cash equivalents in the balance sheet

Subsidiaries at cost

Subsidiaries are all entities (including special purpose entities) over which the Company has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights The Company carries the investments in subsidiaries at cost less any impairment in its separate financial statements

Receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision for impairment

(14)

GMR Infrastructure (Cyprus) Limited

2 Summary of significant accounting policies (continued)

Share capital

Ordinary shares are classified as equity

incremental costs directly attributable to the issue of new shares are shown in equity as a deduction net of tax from the proceeds

Any excess of the fair value of consideration received over the par value of shares issued is recognised as share premium

Borrowings

Borrowings are recognised initially at fair value net of transaction costs incurred Borrowings are subsequently stated at amortised cost Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the incomE statement over the period of the borrowings using the effective interest method unless they are directly attributable to the acquisition construction or production of a qualifying asset in which case they are capitalised as part of the cost of that asset

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date

PayabJes

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method

Cash and cash equivalents

Cash and cash equivalents include cash in hand deposits held at call with banks and bank overdrafts In the balance sheet bank overdrafts are shown within borrowings in current liab1lities

Comparatives

Where necessary comparative figures have been adjusted to conform with changes in presentation in the current year

3 Financiai risk management

0) Financial risk factors

The Companys activities expose it to a variety of financial risks market risk (including cash flow interest rate risk) credit risk and liquidity risk

~ ~ t -

3

GMR Infrastructure (Cyprus) Limited

Financial risk management (continued)

(i) Financial risk factors (continued)

The Company does not have a formal risk management policy programme Instead the succeptibility of the Companys to financial risks such as cash flow interest rate risk credit risk and liquidity risk is monitored as part of its daily management of the business

bull Market risk

Cash flow and fair value interest rate risk

As the Company has no significant interest~bearing assets the Companys income and operating cash flows are substantially independent of changes in market interest rates

The Companys management monitors the interest rate fluctuations on a continuous basis and acts accordingly

Credit risk

Credit risk arises from cash and cash equivalents and deposits with banks

For banks and financial institutions only independently rated parties with a minimum rating of A and B are accepted

The table below shows the balance held with the two banks at the balance sheet date

31 March 2010

Rating Balance US$

Barclays PLC EFG Eurobank Ergasias SA

Aa3 Baa3

3429 48840736

48844165

liquidity risk

The table below analyses the Companys financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date The amounts disclosed in the table are the contractual undiscounted cash flows Balances due within 12 months equal their carrying balances as the impact of discounting is not significant

(16)

GMR Infrastructure (Cyprus) Limited

3 Financial risk management (continued)

(i) Financial risk factors (continued)

Less than 1 year US$

At 31 March 2009 Payables 128859041 Current Income Tax liabilities 2582

128861623

Less than 1 year US$

At 31 March 2010 Borrowings 30499011 Payables 204225148 Current Income Tax liabilities 2582

234726741

Management does not have a formal policy for rnanaging IiquKllllil risk

(ii) Capital risk management

The capital as defined by management at 31 March 20 was as fOlO~IlmiddotS

As restated 201~ 2009 US$ US$

Total borrowings (Note 17) 30499011 Less cash and cash equivalents (Note 14) 488441G~ (69942)

Net debt (18345154) (69942)

Total equity 1 O2289lpound

Total capita as defined by management (811621~f 9841620

Gearing ratio NA

4 Critical accounting estimates and judgements

Estimates and judgements are continuaily evaluated and are based on historicd experience and other factors including expectations of future events that are bieved to be reasonable under the circumstances

(7)

4

GMR Infrastructure (Cyprus) Limited

Critical accounting estimates and judgements (continued)

bull Income taxes

Significant judgment is required in determining the provision for income taxes There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due Where the final tax outcome of these matters is different from the amounts that were initially recorded such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made

Functional Currency

The Company has determined the currency of its primary economic environment to be the US dollars in accordance with the requirements of lAS 21 The effects of changes in foreign exchange rates The Companys rationale for this conclusion was based on the requirements of lAS 21 in paragraphs 9 10 and 11 The primary indicators envisaged by lAS 21 indicate towards the USD as it is the currency that most faithfully represents the economic effects of its underlying transactions events and conditions

(i) Critical judgements in applying the Companys accounting policies

$ Related party transactions

In the normal course of the business the Company enters into transactions with its related parties Judgement is applied in determining if transactions are priced at market or non-market rates where there is no active market for such transactions

Impairment of investments

The Company follows the guidance of lAS 36 for subsidiaries on determining when an investment is other-than-temporarily impaired This determination required significant judgement especially for unquoted investments In making this judgement the Company evaluates among other factors the duration and extent to which the fair value of an investment is less than its cost and the financial health and near-term business outlook for the investee based primarily on the current financial statement of the companies concerned

At the end of the period the Companys management have concluded that the investments are not impaired

(18)

GMR Infrastructure (Cyprus) limited

5 Other income

Interest income Bank balances

Expenses by nature

Auditors remuneration Other expenses Photocopies Printing ampStationary Telephones amp Faxes Accounting and Administrative Fees Legal Fees Secretarial Fees Bank signatory fees Registered office fees Legalization of documents Professional tax Transation fees Bank charges Unrecoverable VAT Directors Fees (Note 19(iraquo

Total expenses

7 Finance costs

Interest expense Bank borrowings Loans from related parties (Note 19(iii))

Net foreign exchange transaction loss

Tax

Current tax charge Defence contribution

Income tax expense

As restated 2010 2009 US$ US$

1182431 8750

As restated 201(1 2009 US$ US$

6787 3000 10 24

849 1710 621

45918 23952 3798

743 372 502 279 635

3366 9159

74278

As restated 2010 2009 US$ US$

7 499011

173523- 657365

672534 657372

2010 US$

As restated 2009 US$

2847

(19)

2847

GMR Infrastructure (Cyprus) Limited

8 Tax (continued)

The tax on the Companys profitf(loss) before tax differs from the theoretical amount that would arise using the applicable tax rate as follows

As restated 2010 2009 US$ US$

Profit(loss) before tax 435619 (689600)

Tax calculated at the applicable corporation tax rate of 10 43562 (68960) Tax effect of expenses not deductible for tax purposes 25213 Tax effect of allowances and income not subject to tax (118243) (17045) Special contribution for defence 118243 2847 Tax effect of tax losses for which no deferred tax asset was recognised 74681 60792

Income tax charge 118243 2847

The Com pany is subject to corporation tax on taxable profits at the rate of 10

Under certain conditions interest may be subject to defence contribution at the rate of 10 In such cases 50 of the same interest will be exempt from corporation tax thus having an effective tax rate burden of approximately 15

From 1 January 2009 onwards under certain conditions interest may be exempt from income tax and only subject to defence contribution at the rate of 10

In certain cases dividends received from abroad may be subject to defence contribution at the rate of 15

Deferred tax asset on the Companys tax losses was not recognised since no reliable estimate can be made that future taxable profits will be available against which temporary tax differences could be utilised At 31 March 2010 the tax losses carried forward for which deferred tax asset was not recognised amounted to $1575719

9 Financial instruments by category

Loans and receivables Total

US$ US$ 31 March 2009 Assets as per balance sheet Receivables from related party 1830 1830 Cash at bank 69942 69942

Total 71772 71772

Other finandal iabilities Tota

US$ USS Liabilities as per balance sheet Payables to related party 128847054 128847054 Other payabies 11987 11987

Total 128859041 128859041

Loans and receivables Total

USS USS 31 March 2010 Assets as per balance sheet Receivabies from related party CaSh at bank

1830 48844165

1830 48844165

Tota 48845995 48845995

(20)

GMR Infrastructure (Cyprus) Limited

9 Financial instruments by category (continued)

Other financial liabilities Total

US$ US$ Liabilities as ~r balance sheet Borrowings 3049901 30499011 Payables to related party 204214755 204214755 other payables _____1~0~3~~ _____1~O~39=2

234724158 234724158Total

10 Credit quality of financial assets

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates

As restated 2010 2009 US$ US$

Receivables from subsidiary 1830 1830

As restated 2010 2009 US$ US$

Cash at bank and shortmiddotterm bank deposits

Aa3 3429 69942

BaaS 48840736

48844165 69942

11 Investments in subsidiaries

As restated 2010 2009 US$ US$

At beginning of year 138700000 4759 Additions 57408174 138700000 Disposals (4759)

At end of year 196108174 138700000

The Companys interests in its subsidiaries all of which are unlisted were as follows

As restated Country of 2QW 2009

Name Principal activity incorporation holding holding

GMR Infrastructure (Global) Explore opportunities in the Isle of Man 1001~) 100 Limited infrastructure sector

across the world

During the year GMR Infrastructure (Global) has issued an additional 57408174 shares of USD 1 each to the Company for a totai contribution of $57408174

(21 )

GMR Infrastructure (Cyprus) Linlited

12 Change in functional and presentation currency

In 2009 the Directors of the Company decided to change the functional and presentation currency of the Company from the Euro (EUR) to US Dollars (USD) as they were of the opinion that it is the currency that best reflects the primary economic environment in which the entity operates The change in the functional and presentation currency from Euro to US dollars was accounted in accordance with the requirements of lAS 21 The effects of Changes in Foreign Exchange Rates and the requirements of lAS 8 Accounting Policies Changes in Accounting Estimates and Errors The impact of the change was accounted retrospectively as per the requirements of lAS 8 and the effect on the income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

13 Receivables

2010 US$

As restated 2009 US$

ReceiPrepa

vables from subsidiaries (Note 19(ii) yments

1630 1508

3338

1830 1412

The fair values of receivables approximate their carrying amounts at the balance sheet date

The maximum exposure to credit risk at the balance sheet date is the carrying value of each class of receivable mentioned above The Company does not hold any collateral as security

14 Cash and cash equivalents

As restated 2010 2009 US$ US$

Cash at bank 3429 69942 Short-term bank deposits 48840736

48844165 69942

Cash and cash equivalents include the following for the purposes of the statement of cash flows

As restated 2010 2009 US$ US$

Cash and cash equivalents 48844165 69942

48844165 69942

(22)

GMR Infrastructure (Cyprus) Limited

15 Share capital and share premium

Share Share capital premium Total

US$ US$ USS

At 1 April 2008 4740 867490 872230 Issue of shares 1582 9748419 9750001

At 31 March 2009[1 April 2009 6322 10615909 10622231

At 31 March 2010 6322 10615909 10622231

16 Prior year adjustment

On 1 April 2009 the Companys equity has been restated for the following prior year error

bull As per the requirements of lAS 21 The Effects of Changes in Foreign Exchange Rates the Company should have selected the US Dollars (USD) as its functional currency which is the currency that best reflects the primary economic environment in which the Company operates from 1 April 2008 Up to 31 March 2009 the Company was using the Euro as its functional currency The impact of the change was accounted retrospectively as per the reqUirements of lAS 8 and the effect on the bull income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

17 Borrowings

As restated 2010 2008 US$ USS

Current Borrowings from related parties (Note 19(iiiraquo 30499011 shy===

The loan and interest accrued are repayable on an annual basis by August 2010

The carrying amounts of borrowings approximate their fair value

The carrying amounts of the Companys borrowings are denominated in the following currencies

As restated 2010 2009 US$ US$

30499011JS Dollar

GMR Infrastructure (Cyprus) Limited

18 Trade and other payables

2010 US$

As restated 2009 US$

PayabOther

les to related parties (Note 19(ii)) payables

204214755 10391

204225146

128847054 11986

128859040

The fair value of trade and other payables which are due within one year approximates their carrying amount at the balance sheet date

19 Related party transactions

The Company is controlled by GMR Infrastructure (Mauritius) Limited incorporated in Mauritius which owns 100 of the Companys shares The Companys ultimate controlling company is GMR Holdings Private and the ultimate controlling party is Mallika~una Rao Gandhi

The following transactions were carried out with related parties

(i) Directors remuneration

The total remuneration of the Directors was as follows

As restated 2010 2009 US$ US$

Fees 1858

(ii) Yearwend balances arising from financing activities

As restated 2010 2009 US$ US$

Receivable from related parties (Note 13)

Receivables from subsidiary 1830 1830

Payable to related parties (Note 18) Payable to parent 204214755 128847054

The above balances bear no interest and are repayable on demand

(iii) Borrowings from related parties

As restated 2010 2009 US$ US$

Borrowings from related party At beginning of year Loans advanced during year 30000000 Interest charged (Note 7) 499011

At end of year (Note 17) 30499JH 1

The above borrowing was provided with interest and is repayable within one year

(24)

GMR Infrastructure (Cyprus) Limited

20 Going concern

These financial statements have been prepared on a going concern basis which assumes that

a)The company will continue operating for the foreseeable future and b) In the long term the investment the company has made into group companies is recoverable and the carrying value in the balance sheet is a fair value of the investment

The Company owns 100 of GMR Infrastructure (Global) Limited which in its turn owns 100 of GMR Energy (Global) Limited GMR Energys investment by way of debentures in GMR Holding (Malta) Limited is part of the groups acquisition of InterGen NV GMR Holding (Malta) Limiteds non statutory consolidated financial statements for the period ended 31st December 2009 show a loss of USD1309 million (31 March 2009 - USD 546 million) and its total liabilities exceeded total assets by USD 1593 million (31 March 2009 - USD 622 million) This loss was due to a share of the losses of InterGen NV of USD 775 million as well as finance costs of $517 million

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 wi 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 ICICl Bank pic which amounted to USD 1107 million A syndicated loan of USD 8369 mllion 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 mimon has already been paid to Axis Bank Limited funded by a share subscription 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 GMR Infrastructure Limited an Indian listed company

It is believed that with the continued support of its shareholders the necessary funding to achieve InterGen NVs plans is in place and to this end GMR Private Holdings limited the ultimate parent company of GMR Infrastructure Limited GMR Infrastructure (Cyprus) 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 at group level 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 NVs management are confident that positive cash flows will be achieved However there can be no guarantee that the long term results will improve and should the positive cash flows not be achieved a reduction in the carrying value of the debentures and accrued interest would be required

In view of the above in particular the guarantees given by both GMR Infrastructure Limited and GMR Private Holdings Limited the directors consider it appropriate to prepare the accounts on the going concern basis although a material uncertainty exists to the Companys ability to continue as a going concern

(25)

GMR Infrastructure (Cyprus) Limited

Additional information to the income statement

Analysis of expenses for the year ended 31 March 2010

Administrative expenses Auditors remuneration Accounting fees Legal fees Directors fees Secretarial fees Registered office fees Legalisation of documents Telephone telexes and facsimiles Printing and stationery Translation expenses Taxes and licences Non-recoverable VAT Bank charges Sundry expenses

2010 US$

6787 45919

3798 18S8

743 502 219

849

635 9159 3739

10

As restated 2009 US$

3000 23952

1255 501 449 a96 621

1710 65

604 5086 2815

24

74218 40978

(27)

Page 5: Report on the Financial Statements Board of Directors ...... · March 2010, and the statements of income, comprehensive income, changes in equity and cash flows for the year then

GMR Infrastructure (Cyprus) Limited

Statement of financial position at 31 March 2010

Assets Non-current assets Investment in subsidiaries

Current assets Receivables Cash and cash equivalents

Total assets

Equity and liabilities Capital and reserves Share capital Share premium Accumulated losses

Total equity

Current liabilities Payables Current income tax liabilities Borrowings

Total equity and liabilities

Note

11

13 14

15 15

As restated 2010 2009 US$ US$

196108174 138700000

3338 3242 48844165 69942

48847503 73184

244955677 138773184

6322 6322 10615909 10615909

393293) 710669)

10228938 9911562

18 204225146 128859040 2582 2582

17 30499011

234726739 128861622

244955677 138773184

On 21 May 2010 the Board of Directors of GMR Infrastructure (Cyprus) limited Euthorised these financial statements for issue

Michalakis Ha~h- _ D~ector

Menikq- armakou r ector

The notes on pages 11 to 26 are an integral part of these financial statements

(8)

GMR Infrastructure (Cyprus) Limited

Statement of changes in equity for the year ended 31 March 2010

AccumulatedShare capital

US$

Share premium

US$ 1055es(l) (2)

US$ Total (2)

USS

Balance at I April 2008 867490 (18222) 854008

Comprehensive income Loss for the year (692447) (692447)

Transactions with owners Issue of shares

Balance at 31 March 20091 April 2009

1582

6322

9748419

10615909 (710669)

9750001

991U62

Comprehensive income Profit for the year 317376 317376

Balance at 31 March 2010 6322 10615909 (393293) 10228938

(I) Companies which do not distribute 70 of their profits after tax as defined by the Special Contribution for the Defence of the Republic law during the two years after the end of the year of assessment to which the profits refer will be deemed to have distributed this amount as dividend Special contribution for defence at 15 will be payable on such deemed dividend to the extent that the shareholders (individuals and companies) at the end of the period of two years from the end of the year of assessment to which the profits refer are Cyprus tax residents The amount of this deemed dividend distribution is reduced by any actual dividend paid out of the profits of the relevant year at any tlme This special contribution for defence is paid by the Company for the account of the shareholders

2) In 2009 the Directors ofthe Company decided to change the functional and presentation currency from the Euro (EUR) to US Dollars (USD) as they were of the opinion that is the currency thaI best reflects the primary economic environment in which the entity operates The change in the currency was accounted for in accordance with the requirements of lAS 8 Accounting Policies Changes in Accounting Estimates and Errors The impact of the change on these financial statements is summarised in Note 16

The notes on pages 11 to 26 are an integral part of these financial statements

(9)

GMR Infrastructure (Cyprus) Limited

Statement of cash flows for the year ended 31 March 2010

Cash flows from operating activities Protitl(loss) before tax Adjustments for

interest income interest expense

Changes in working capital Receivables Payables

Cash generated from operations

Tax paid

Net cash from operating activities

Cash flows from investing activities Purchases of subsidiaries Proceeds from sale of subsidiaries Interest received

Net cash used in investing activities

Cash flows from financing activities Proceeds from issuance of ordinary shares Proceeds from loans from related parties Interest paid

Net cash from finanCing activities

Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Note 2010 US$

As restated 2009 US$

435619 (689600)

5 7

(1182431) 499011

(8750) 7

(247801) (698343)

(96) 1734073 75366106 127966470

75118209

11S243)

129002200

74999966 129002200

11 (5740S174) (138700000) 4759

1182431 8750

(56225743) (138686491 )

15 9750001 19(iii) 30499011

1499011) (7)

30000000 9749994

48774223 65703 69942 4239

48844165 6994214

The notes on pages 11 to 26 are an integral part of these financial statements

(10)

GMR Infrastructure (Cyprus) Limited

Notes to the financial statements

1 General information

Country of incorporation

The Company is incorporated and domiciled in Cyprus as a private limited liability company in accordance with the provisions of the Cyprus Companies Law Cap 113 registered office is at 3 Themistocles Dervis Street Julia House 1066 Nicosia Cyprus

Principal activities

The principal activity of the Company which is unchanged from last year is the holding of investments

2 Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below These policies have been consistently applied to all years presented in these financial statements unless otherwise stated

Basis of preparation

The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law Cap 113

As of the date of the authorisation of the financial statements all International Financial Reporting Standards issued by the International Accounting Standards Board (lASS) that are effective as of 1 April 2009 have been adopted by the EU through the endorsement procedure established by the European Commission with the exception of the following

(i) Certain provisions of lAS 39 Financial Instruments Recognition and Measurement relating to portfolio hedge accounting

(ii) Improvements to IFRSs 2009

In addition the following interpretations have been endorsed however their effective dates are not the same although an entity may choose to early adopt them

0) IFRIC 12 Concession Arrangements

tii) IFRIC 15 Agreements for the construction of real estate and

liii) IFRIC 16 Hedges of a Net Investment in a Foreign Operation

The Company is not required by the Companies Law Cap113 to prepare consolidated financial statements because the Company and its subsidiaries constitute a small sized group as defined by the Law and the Company does not intend to issue consolidated financial statements for the year ended 31 March 2010

~ 1

2

GMR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Basis of preparation (continued)

The European Commission has concluded that since parent companies are required by the EU 4th Directive to prepare their separate financial statements and since the Companies Law Cap113 requires the preparation of such financial statements in accordance with IFRS as adopted by the EU the provisions in lAS 27 middotConsolidated and Separate Financial Statementsn requiring the preparation of consolidated financial statements in accordance with IFRS do not apply

The financial statements have been prepared under the historical cost convention

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires management to exercise Its judgment in the process of applying the Companys accounting policies The areas involving a higher degree of judgment or complexity or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4

Adoption of new and revised IFRSs

During the current year the Company adopted all the new and revised International Financial Reporting Standards (lFRS) that are relevant to its operations and are effective for accounting periods beginning on 1 April 2009 This adoption did not have a material effect on the accounting poliCies of the Company with the exception of the following

(i) lAS 1 (revised) Presentation of financial statements as a result of the adoption of which the Company presents in the statement of changes in equity all owner changes in equity whereas all non-owner changes in equity are presented in the statement of comprehensive income Comparatlve information has been reshypresented so that it is also in conformity with the revised standard The change in the accounting policy impacts only presentation aspects

(ii) IFRS 7 Financial Instruments-Disclosures (amendment) as a result of the adoption of which the Company provides additional disclosures in relation to the fair value measurements of its financial instruments by level of a fair value measurement hierarchy

At the date of approval of these financial statements standards and interpretations were issued by the International Accounting Standards Board which were not yet effective Some of them were adopted by the European Union and others not yet The Board of Directors expects that the adoption of these financial reporting standards in future periods will not have a matena effect on the financial statements of the Company

Revenue recognition

The Company recognises revenue when the amount of revenue can be reliably estimated it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Companys activities as described below

(12)

2

GNIR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Revenue recognition (continued)

(I) Interest income

Interest income is recognised on a time proportion basis using the effective interest method When a loan or receivable is impaired the Company reduces the carrying amount to its recoverable amount being the estimated future cash flows discounted at the original effective interest rate of the instrument and continues unwinding the discount as interest income Interest income on impaired loans anG receivables are recognised using the original effective interest rate

Foreign currency translation

(i) Functional and presentation currency

Items included in the Companys financial statements are measured using the currency of the primary economic environment in which the entity operates (the functional currency) The financial statements are presented in US dollars (US$) which is the Companys functional and presentation currency In 2009 the Directors of the Company decided to change the functional and presentation currency from the Euro (EUR) to US Doflars (USD) as they were of the opinion thaZ is the currency that best reflects the primary economic environment in which the entity operates The change in the currency was accounted for in accordance with the requirements of lAS 8 Accounting Policies Changes in Accounting Estimate~ and Errors The impact of the change on these financial statements is summarised in Note 16

(Ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where iterim are re-measured Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement

Tax

The tax expense for the period comprises current and deferred tax Tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity In this case the tax is also recognised in OIlEif

comprehensive income or directly in equity respectively

(13)

2

GMR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Tax (continued)

Deferred income tax is recognised using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements However the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of transaction affects neither accounting nor taxable profit or loss Deferred income tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled

Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised

Financial assets

(i) Classification

The Company classifies its financial assets in loans and receivables The classification depends on the purpose for which the financial assets were acquired Management determines the classification of financial assets at initial recognition

~ Loans and receivables

Loans and receivables are non derivative financial assets with fixed or determinable payments that are not quoted in an active market and for which there is no intention of trading the receivable They are included in current assets except for maturities greater than twelve months after the balance sheet date These are classified as non current assets The Companys loans and receivables comprise trade and other receivables and cash and cash equivalents in the balance sheet

Subsidiaries at cost

Subsidiaries are all entities (including special purpose entities) over which the Company has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights The Company carries the investments in subsidiaries at cost less any impairment in its separate financial statements

Receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision for impairment

(14)

GMR Infrastructure (Cyprus) Limited

2 Summary of significant accounting policies (continued)

Share capital

Ordinary shares are classified as equity

incremental costs directly attributable to the issue of new shares are shown in equity as a deduction net of tax from the proceeds

Any excess of the fair value of consideration received over the par value of shares issued is recognised as share premium

Borrowings

Borrowings are recognised initially at fair value net of transaction costs incurred Borrowings are subsequently stated at amortised cost Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the incomE statement over the period of the borrowings using the effective interest method unless they are directly attributable to the acquisition construction or production of a qualifying asset in which case they are capitalised as part of the cost of that asset

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date

PayabJes

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method

Cash and cash equivalents

Cash and cash equivalents include cash in hand deposits held at call with banks and bank overdrafts In the balance sheet bank overdrafts are shown within borrowings in current liab1lities

Comparatives

Where necessary comparative figures have been adjusted to conform with changes in presentation in the current year

3 Financiai risk management

0) Financial risk factors

The Companys activities expose it to a variety of financial risks market risk (including cash flow interest rate risk) credit risk and liquidity risk

~ ~ t -

3

GMR Infrastructure (Cyprus) Limited

Financial risk management (continued)

(i) Financial risk factors (continued)

The Company does not have a formal risk management policy programme Instead the succeptibility of the Companys to financial risks such as cash flow interest rate risk credit risk and liquidity risk is monitored as part of its daily management of the business

bull Market risk

Cash flow and fair value interest rate risk

As the Company has no significant interest~bearing assets the Companys income and operating cash flows are substantially independent of changes in market interest rates

The Companys management monitors the interest rate fluctuations on a continuous basis and acts accordingly

Credit risk

Credit risk arises from cash and cash equivalents and deposits with banks

For banks and financial institutions only independently rated parties with a minimum rating of A and B are accepted

The table below shows the balance held with the two banks at the balance sheet date

31 March 2010

Rating Balance US$

Barclays PLC EFG Eurobank Ergasias SA

Aa3 Baa3

3429 48840736

48844165

liquidity risk

The table below analyses the Companys financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date The amounts disclosed in the table are the contractual undiscounted cash flows Balances due within 12 months equal their carrying balances as the impact of discounting is not significant

(16)

GMR Infrastructure (Cyprus) Limited

3 Financial risk management (continued)

(i) Financial risk factors (continued)

Less than 1 year US$

At 31 March 2009 Payables 128859041 Current Income Tax liabilities 2582

128861623

Less than 1 year US$

At 31 March 2010 Borrowings 30499011 Payables 204225148 Current Income Tax liabilities 2582

234726741

Management does not have a formal policy for rnanaging IiquKllllil risk

(ii) Capital risk management

The capital as defined by management at 31 March 20 was as fOlO~IlmiddotS

As restated 201~ 2009 US$ US$

Total borrowings (Note 17) 30499011 Less cash and cash equivalents (Note 14) 488441G~ (69942)

Net debt (18345154) (69942)

Total equity 1 O2289lpound

Total capita as defined by management (811621~f 9841620

Gearing ratio NA

4 Critical accounting estimates and judgements

Estimates and judgements are continuaily evaluated and are based on historicd experience and other factors including expectations of future events that are bieved to be reasonable under the circumstances

(7)

4

GMR Infrastructure (Cyprus) Limited

Critical accounting estimates and judgements (continued)

bull Income taxes

Significant judgment is required in determining the provision for income taxes There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due Where the final tax outcome of these matters is different from the amounts that were initially recorded such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made

Functional Currency

The Company has determined the currency of its primary economic environment to be the US dollars in accordance with the requirements of lAS 21 The effects of changes in foreign exchange rates The Companys rationale for this conclusion was based on the requirements of lAS 21 in paragraphs 9 10 and 11 The primary indicators envisaged by lAS 21 indicate towards the USD as it is the currency that most faithfully represents the economic effects of its underlying transactions events and conditions

(i) Critical judgements in applying the Companys accounting policies

$ Related party transactions

In the normal course of the business the Company enters into transactions with its related parties Judgement is applied in determining if transactions are priced at market or non-market rates where there is no active market for such transactions

Impairment of investments

The Company follows the guidance of lAS 36 for subsidiaries on determining when an investment is other-than-temporarily impaired This determination required significant judgement especially for unquoted investments In making this judgement the Company evaluates among other factors the duration and extent to which the fair value of an investment is less than its cost and the financial health and near-term business outlook for the investee based primarily on the current financial statement of the companies concerned

At the end of the period the Companys management have concluded that the investments are not impaired

(18)

GMR Infrastructure (Cyprus) limited

5 Other income

Interest income Bank balances

Expenses by nature

Auditors remuneration Other expenses Photocopies Printing ampStationary Telephones amp Faxes Accounting and Administrative Fees Legal Fees Secretarial Fees Bank signatory fees Registered office fees Legalization of documents Professional tax Transation fees Bank charges Unrecoverable VAT Directors Fees (Note 19(iraquo

Total expenses

7 Finance costs

Interest expense Bank borrowings Loans from related parties (Note 19(iii))

Net foreign exchange transaction loss

Tax

Current tax charge Defence contribution

Income tax expense

As restated 2010 2009 US$ US$

1182431 8750

As restated 201(1 2009 US$ US$

6787 3000 10 24

849 1710 621

45918 23952 3798

743 372 502 279 635

3366 9159

74278

As restated 2010 2009 US$ US$

7 499011

173523- 657365

672534 657372

2010 US$

As restated 2009 US$

2847

(19)

2847

GMR Infrastructure (Cyprus) Limited

8 Tax (continued)

The tax on the Companys profitf(loss) before tax differs from the theoretical amount that would arise using the applicable tax rate as follows

As restated 2010 2009 US$ US$

Profit(loss) before tax 435619 (689600)

Tax calculated at the applicable corporation tax rate of 10 43562 (68960) Tax effect of expenses not deductible for tax purposes 25213 Tax effect of allowances and income not subject to tax (118243) (17045) Special contribution for defence 118243 2847 Tax effect of tax losses for which no deferred tax asset was recognised 74681 60792

Income tax charge 118243 2847

The Com pany is subject to corporation tax on taxable profits at the rate of 10

Under certain conditions interest may be subject to defence contribution at the rate of 10 In such cases 50 of the same interest will be exempt from corporation tax thus having an effective tax rate burden of approximately 15

From 1 January 2009 onwards under certain conditions interest may be exempt from income tax and only subject to defence contribution at the rate of 10

In certain cases dividends received from abroad may be subject to defence contribution at the rate of 15

Deferred tax asset on the Companys tax losses was not recognised since no reliable estimate can be made that future taxable profits will be available against which temporary tax differences could be utilised At 31 March 2010 the tax losses carried forward for which deferred tax asset was not recognised amounted to $1575719

9 Financial instruments by category

Loans and receivables Total

US$ US$ 31 March 2009 Assets as per balance sheet Receivables from related party 1830 1830 Cash at bank 69942 69942

Total 71772 71772

Other finandal iabilities Tota

US$ USS Liabilities as per balance sheet Payables to related party 128847054 128847054 Other payabies 11987 11987

Total 128859041 128859041

Loans and receivables Total

USS USS 31 March 2010 Assets as per balance sheet Receivabies from related party CaSh at bank

1830 48844165

1830 48844165

Tota 48845995 48845995

(20)

GMR Infrastructure (Cyprus) Limited

9 Financial instruments by category (continued)

Other financial liabilities Total

US$ US$ Liabilities as ~r balance sheet Borrowings 3049901 30499011 Payables to related party 204214755 204214755 other payables _____1~0~3~~ _____1~O~39=2

234724158 234724158Total

10 Credit quality of financial assets

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates

As restated 2010 2009 US$ US$

Receivables from subsidiary 1830 1830

As restated 2010 2009 US$ US$

Cash at bank and shortmiddotterm bank deposits

Aa3 3429 69942

BaaS 48840736

48844165 69942

11 Investments in subsidiaries

As restated 2010 2009 US$ US$

At beginning of year 138700000 4759 Additions 57408174 138700000 Disposals (4759)

At end of year 196108174 138700000

The Companys interests in its subsidiaries all of which are unlisted were as follows

As restated Country of 2QW 2009

Name Principal activity incorporation holding holding

GMR Infrastructure (Global) Explore opportunities in the Isle of Man 1001~) 100 Limited infrastructure sector

across the world

During the year GMR Infrastructure (Global) has issued an additional 57408174 shares of USD 1 each to the Company for a totai contribution of $57408174

(21 )

GMR Infrastructure (Cyprus) Linlited

12 Change in functional and presentation currency

In 2009 the Directors of the Company decided to change the functional and presentation currency of the Company from the Euro (EUR) to US Dollars (USD) as they were of the opinion that it is the currency that best reflects the primary economic environment in which the entity operates The change in the functional and presentation currency from Euro to US dollars was accounted in accordance with the requirements of lAS 21 The effects of Changes in Foreign Exchange Rates and the requirements of lAS 8 Accounting Policies Changes in Accounting Estimates and Errors The impact of the change was accounted retrospectively as per the requirements of lAS 8 and the effect on the income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

13 Receivables

2010 US$

As restated 2009 US$

ReceiPrepa

vables from subsidiaries (Note 19(ii) yments

1630 1508

3338

1830 1412

The fair values of receivables approximate their carrying amounts at the balance sheet date

The maximum exposure to credit risk at the balance sheet date is the carrying value of each class of receivable mentioned above The Company does not hold any collateral as security

14 Cash and cash equivalents

As restated 2010 2009 US$ US$

Cash at bank 3429 69942 Short-term bank deposits 48840736

48844165 69942

Cash and cash equivalents include the following for the purposes of the statement of cash flows

As restated 2010 2009 US$ US$

Cash and cash equivalents 48844165 69942

48844165 69942

(22)

GMR Infrastructure (Cyprus) Limited

15 Share capital and share premium

Share Share capital premium Total

US$ US$ USS

At 1 April 2008 4740 867490 872230 Issue of shares 1582 9748419 9750001

At 31 March 2009[1 April 2009 6322 10615909 10622231

At 31 March 2010 6322 10615909 10622231

16 Prior year adjustment

On 1 April 2009 the Companys equity has been restated for the following prior year error

bull As per the requirements of lAS 21 The Effects of Changes in Foreign Exchange Rates the Company should have selected the US Dollars (USD) as its functional currency which is the currency that best reflects the primary economic environment in which the Company operates from 1 April 2008 Up to 31 March 2009 the Company was using the Euro as its functional currency The impact of the change was accounted retrospectively as per the reqUirements of lAS 8 and the effect on the bull income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

17 Borrowings

As restated 2010 2008 US$ USS

Current Borrowings from related parties (Note 19(iiiraquo 30499011 shy===

The loan and interest accrued are repayable on an annual basis by August 2010

The carrying amounts of borrowings approximate their fair value

The carrying amounts of the Companys borrowings are denominated in the following currencies

As restated 2010 2009 US$ US$

30499011JS Dollar

GMR Infrastructure (Cyprus) Limited

18 Trade and other payables

2010 US$

As restated 2009 US$

PayabOther

les to related parties (Note 19(ii)) payables

204214755 10391

204225146

128847054 11986

128859040

The fair value of trade and other payables which are due within one year approximates their carrying amount at the balance sheet date

19 Related party transactions

The Company is controlled by GMR Infrastructure (Mauritius) Limited incorporated in Mauritius which owns 100 of the Companys shares The Companys ultimate controlling company is GMR Holdings Private and the ultimate controlling party is Mallika~una Rao Gandhi

The following transactions were carried out with related parties

(i) Directors remuneration

The total remuneration of the Directors was as follows

As restated 2010 2009 US$ US$

Fees 1858

(ii) Yearwend balances arising from financing activities

As restated 2010 2009 US$ US$

Receivable from related parties (Note 13)

Receivables from subsidiary 1830 1830

Payable to related parties (Note 18) Payable to parent 204214755 128847054

The above balances bear no interest and are repayable on demand

(iii) Borrowings from related parties

As restated 2010 2009 US$ US$

Borrowings from related party At beginning of year Loans advanced during year 30000000 Interest charged (Note 7) 499011

At end of year (Note 17) 30499JH 1

The above borrowing was provided with interest and is repayable within one year

(24)

GMR Infrastructure (Cyprus) Limited

20 Going concern

These financial statements have been prepared on a going concern basis which assumes that

a)The company will continue operating for the foreseeable future and b) In the long term the investment the company has made into group companies is recoverable and the carrying value in the balance sheet is a fair value of the investment

The Company owns 100 of GMR Infrastructure (Global) Limited which in its turn owns 100 of GMR Energy (Global) Limited GMR Energys investment by way of debentures in GMR Holding (Malta) Limited is part of the groups acquisition of InterGen NV GMR Holding (Malta) Limiteds non statutory consolidated financial statements for the period ended 31st December 2009 show a loss of USD1309 million (31 March 2009 - USD 546 million) and its total liabilities exceeded total assets by USD 1593 million (31 March 2009 - USD 622 million) This loss was due to a share of the losses of InterGen NV of USD 775 million as well as finance costs of $517 million

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 wi 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 ICICl Bank pic which amounted to USD 1107 million A syndicated loan of USD 8369 mllion 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 mimon has already been paid to Axis Bank Limited funded by a share subscription 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 GMR Infrastructure Limited an Indian listed company

It is believed that with the continued support of its shareholders the necessary funding to achieve InterGen NVs plans is in place and to this end GMR Private Holdings limited the ultimate parent company of GMR Infrastructure Limited GMR Infrastructure (Cyprus) 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 at group level 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 NVs management are confident that positive cash flows will be achieved However there can be no guarantee that the long term results will improve and should the positive cash flows not be achieved a reduction in the carrying value of the debentures and accrued interest would be required

In view of the above in particular the guarantees given by both GMR Infrastructure Limited and GMR Private Holdings Limited the directors consider it appropriate to prepare the accounts on the going concern basis although a material uncertainty exists to the Companys ability to continue as a going concern

(25)

GMR Infrastructure (Cyprus) Limited

Additional information to the income statement

Analysis of expenses for the year ended 31 March 2010

Administrative expenses Auditors remuneration Accounting fees Legal fees Directors fees Secretarial fees Registered office fees Legalisation of documents Telephone telexes and facsimiles Printing and stationery Translation expenses Taxes and licences Non-recoverable VAT Bank charges Sundry expenses

2010 US$

6787 45919

3798 18S8

743 502 219

849

635 9159 3739

10

As restated 2009 US$

3000 23952

1255 501 449 a96 621

1710 65

604 5086 2815

24

74218 40978

(27)

Page 6: Report on the Financial Statements Board of Directors ...... · March 2010, and the statements of income, comprehensive income, changes in equity and cash flows for the year then

GMR Infrastructure (Cyprus) Limited

Statement of changes in equity for the year ended 31 March 2010

AccumulatedShare capital

US$

Share premium

US$ 1055es(l) (2)

US$ Total (2)

USS

Balance at I April 2008 867490 (18222) 854008

Comprehensive income Loss for the year (692447) (692447)

Transactions with owners Issue of shares

Balance at 31 March 20091 April 2009

1582

6322

9748419

10615909 (710669)

9750001

991U62

Comprehensive income Profit for the year 317376 317376

Balance at 31 March 2010 6322 10615909 (393293) 10228938

(I) Companies which do not distribute 70 of their profits after tax as defined by the Special Contribution for the Defence of the Republic law during the two years after the end of the year of assessment to which the profits refer will be deemed to have distributed this amount as dividend Special contribution for defence at 15 will be payable on such deemed dividend to the extent that the shareholders (individuals and companies) at the end of the period of two years from the end of the year of assessment to which the profits refer are Cyprus tax residents The amount of this deemed dividend distribution is reduced by any actual dividend paid out of the profits of the relevant year at any tlme This special contribution for defence is paid by the Company for the account of the shareholders

2) In 2009 the Directors ofthe Company decided to change the functional and presentation currency from the Euro (EUR) to US Dollars (USD) as they were of the opinion that is the currency thaI best reflects the primary economic environment in which the entity operates The change in the currency was accounted for in accordance with the requirements of lAS 8 Accounting Policies Changes in Accounting Estimates and Errors The impact of the change on these financial statements is summarised in Note 16

The notes on pages 11 to 26 are an integral part of these financial statements

(9)

GMR Infrastructure (Cyprus) Limited

Statement of cash flows for the year ended 31 March 2010

Cash flows from operating activities Protitl(loss) before tax Adjustments for

interest income interest expense

Changes in working capital Receivables Payables

Cash generated from operations

Tax paid

Net cash from operating activities

Cash flows from investing activities Purchases of subsidiaries Proceeds from sale of subsidiaries Interest received

Net cash used in investing activities

Cash flows from financing activities Proceeds from issuance of ordinary shares Proceeds from loans from related parties Interest paid

Net cash from finanCing activities

Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Note 2010 US$

As restated 2009 US$

435619 (689600)

5 7

(1182431) 499011

(8750) 7

(247801) (698343)

(96) 1734073 75366106 127966470

75118209

11S243)

129002200

74999966 129002200

11 (5740S174) (138700000) 4759

1182431 8750

(56225743) (138686491 )

15 9750001 19(iii) 30499011

1499011) (7)

30000000 9749994

48774223 65703 69942 4239

48844165 6994214

The notes on pages 11 to 26 are an integral part of these financial statements

(10)

GMR Infrastructure (Cyprus) Limited

Notes to the financial statements

1 General information

Country of incorporation

The Company is incorporated and domiciled in Cyprus as a private limited liability company in accordance with the provisions of the Cyprus Companies Law Cap 113 registered office is at 3 Themistocles Dervis Street Julia House 1066 Nicosia Cyprus

Principal activities

The principal activity of the Company which is unchanged from last year is the holding of investments

2 Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below These policies have been consistently applied to all years presented in these financial statements unless otherwise stated

Basis of preparation

The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law Cap 113

As of the date of the authorisation of the financial statements all International Financial Reporting Standards issued by the International Accounting Standards Board (lASS) that are effective as of 1 April 2009 have been adopted by the EU through the endorsement procedure established by the European Commission with the exception of the following

(i) Certain provisions of lAS 39 Financial Instruments Recognition and Measurement relating to portfolio hedge accounting

(ii) Improvements to IFRSs 2009

In addition the following interpretations have been endorsed however their effective dates are not the same although an entity may choose to early adopt them

0) IFRIC 12 Concession Arrangements

tii) IFRIC 15 Agreements for the construction of real estate and

liii) IFRIC 16 Hedges of a Net Investment in a Foreign Operation

The Company is not required by the Companies Law Cap113 to prepare consolidated financial statements because the Company and its subsidiaries constitute a small sized group as defined by the Law and the Company does not intend to issue consolidated financial statements for the year ended 31 March 2010

~ 1

2

GMR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Basis of preparation (continued)

The European Commission has concluded that since parent companies are required by the EU 4th Directive to prepare their separate financial statements and since the Companies Law Cap113 requires the preparation of such financial statements in accordance with IFRS as adopted by the EU the provisions in lAS 27 middotConsolidated and Separate Financial Statementsn requiring the preparation of consolidated financial statements in accordance with IFRS do not apply

The financial statements have been prepared under the historical cost convention

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires management to exercise Its judgment in the process of applying the Companys accounting policies The areas involving a higher degree of judgment or complexity or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4

Adoption of new and revised IFRSs

During the current year the Company adopted all the new and revised International Financial Reporting Standards (lFRS) that are relevant to its operations and are effective for accounting periods beginning on 1 April 2009 This adoption did not have a material effect on the accounting poliCies of the Company with the exception of the following

(i) lAS 1 (revised) Presentation of financial statements as a result of the adoption of which the Company presents in the statement of changes in equity all owner changes in equity whereas all non-owner changes in equity are presented in the statement of comprehensive income Comparatlve information has been reshypresented so that it is also in conformity with the revised standard The change in the accounting policy impacts only presentation aspects

(ii) IFRS 7 Financial Instruments-Disclosures (amendment) as a result of the adoption of which the Company provides additional disclosures in relation to the fair value measurements of its financial instruments by level of a fair value measurement hierarchy

At the date of approval of these financial statements standards and interpretations were issued by the International Accounting Standards Board which were not yet effective Some of them were adopted by the European Union and others not yet The Board of Directors expects that the adoption of these financial reporting standards in future periods will not have a matena effect on the financial statements of the Company

Revenue recognition

The Company recognises revenue when the amount of revenue can be reliably estimated it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Companys activities as described below

(12)

2

GNIR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Revenue recognition (continued)

(I) Interest income

Interest income is recognised on a time proportion basis using the effective interest method When a loan or receivable is impaired the Company reduces the carrying amount to its recoverable amount being the estimated future cash flows discounted at the original effective interest rate of the instrument and continues unwinding the discount as interest income Interest income on impaired loans anG receivables are recognised using the original effective interest rate

Foreign currency translation

(i) Functional and presentation currency

Items included in the Companys financial statements are measured using the currency of the primary economic environment in which the entity operates (the functional currency) The financial statements are presented in US dollars (US$) which is the Companys functional and presentation currency In 2009 the Directors of the Company decided to change the functional and presentation currency from the Euro (EUR) to US Doflars (USD) as they were of the opinion thaZ is the currency that best reflects the primary economic environment in which the entity operates The change in the currency was accounted for in accordance with the requirements of lAS 8 Accounting Policies Changes in Accounting Estimate~ and Errors The impact of the change on these financial statements is summarised in Note 16

(Ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where iterim are re-measured Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement

Tax

The tax expense for the period comprises current and deferred tax Tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity In this case the tax is also recognised in OIlEif

comprehensive income or directly in equity respectively

(13)

2

GMR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Tax (continued)

Deferred income tax is recognised using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements However the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of transaction affects neither accounting nor taxable profit or loss Deferred income tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled

Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised

Financial assets

(i) Classification

The Company classifies its financial assets in loans and receivables The classification depends on the purpose for which the financial assets were acquired Management determines the classification of financial assets at initial recognition

~ Loans and receivables

Loans and receivables are non derivative financial assets with fixed or determinable payments that are not quoted in an active market and for which there is no intention of trading the receivable They are included in current assets except for maturities greater than twelve months after the balance sheet date These are classified as non current assets The Companys loans and receivables comprise trade and other receivables and cash and cash equivalents in the balance sheet

Subsidiaries at cost

Subsidiaries are all entities (including special purpose entities) over which the Company has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights The Company carries the investments in subsidiaries at cost less any impairment in its separate financial statements

Receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision for impairment

(14)

GMR Infrastructure (Cyprus) Limited

2 Summary of significant accounting policies (continued)

Share capital

Ordinary shares are classified as equity

incremental costs directly attributable to the issue of new shares are shown in equity as a deduction net of tax from the proceeds

Any excess of the fair value of consideration received over the par value of shares issued is recognised as share premium

Borrowings

Borrowings are recognised initially at fair value net of transaction costs incurred Borrowings are subsequently stated at amortised cost Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the incomE statement over the period of the borrowings using the effective interest method unless they are directly attributable to the acquisition construction or production of a qualifying asset in which case they are capitalised as part of the cost of that asset

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date

PayabJes

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method

Cash and cash equivalents

Cash and cash equivalents include cash in hand deposits held at call with banks and bank overdrafts In the balance sheet bank overdrafts are shown within borrowings in current liab1lities

Comparatives

Where necessary comparative figures have been adjusted to conform with changes in presentation in the current year

3 Financiai risk management

0) Financial risk factors

The Companys activities expose it to a variety of financial risks market risk (including cash flow interest rate risk) credit risk and liquidity risk

~ ~ t -

3

GMR Infrastructure (Cyprus) Limited

Financial risk management (continued)

(i) Financial risk factors (continued)

The Company does not have a formal risk management policy programme Instead the succeptibility of the Companys to financial risks such as cash flow interest rate risk credit risk and liquidity risk is monitored as part of its daily management of the business

bull Market risk

Cash flow and fair value interest rate risk

As the Company has no significant interest~bearing assets the Companys income and operating cash flows are substantially independent of changes in market interest rates

The Companys management monitors the interest rate fluctuations on a continuous basis and acts accordingly

Credit risk

Credit risk arises from cash and cash equivalents and deposits with banks

For banks and financial institutions only independently rated parties with a minimum rating of A and B are accepted

The table below shows the balance held with the two banks at the balance sheet date

31 March 2010

Rating Balance US$

Barclays PLC EFG Eurobank Ergasias SA

Aa3 Baa3

3429 48840736

48844165

liquidity risk

The table below analyses the Companys financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date The amounts disclosed in the table are the contractual undiscounted cash flows Balances due within 12 months equal their carrying balances as the impact of discounting is not significant

(16)

GMR Infrastructure (Cyprus) Limited

3 Financial risk management (continued)

(i) Financial risk factors (continued)

Less than 1 year US$

At 31 March 2009 Payables 128859041 Current Income Tax liabilities 2582

128861623

Less than 1 year US$

At 31 March 2010 Borrowings 30499011 Payables 204225148 Current Income Tax liabilities 2582

234726741

Management does not have a formal policy for rnanaging IiquKllllil risk

(ii) Capital risk management

The capital as defined by management at 31 March 20 was as fOlO~IlmiddotS

As restated 201~ 2009 US$ US$

Total borrowings (Note 17) 30499011 Less cash and cash equivalents (Note 14) 488441G~ (69942)

Net debt (18345154) (69942)

Total equity 1 O2289lpound

Total capita as defined by management (811621~f 9841620

Gearing ratio NA

4 Critical accounting estimates and judgements

Estimates and judgements are continuaily evaluated and are based on historicd experience and other factors including expectations of future events that are bieved to be reasonable under the circumstances

(7)

4

GMR Infrastructure (Cyprus) Limited

Critical accounting estimates and judgements (continued)

bull Income taxes

Significant judgment is required in determining the provision for income taxes There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due Where the final tax outcome of these matters is different from the amounts that were initially recorded such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made

Functional Currency

The Company has determined the currency of its primary economic environment to be the US dollars in accordance with the requirements of lAS 21 The effects of changes in foreign exchange rates The Companys rationale for this conclusion was based on the requirements of lAS 21 in paragraphs 9 10 and 11 The primary indicators envisaged by lAS 21 indicate towards the USD as it is the currency that most faithfully represents the economic effects of its underlying transactions events and conditions

(i) Critical judgements in applying the Companys accounting policies

$ Related party transactions

In the normal course of the business the Company enters into transactions with its related parties Judgement is applied in determining if transactions are priced at market or non-market rates where there is no active market for such transactions

Impairment of investments

The Company follows the guidance of lAS 36 for subsidiaries on determining when an investment is other-than-temporarily impaired This determination required significant judgement especially for unquoted investments In making this judgement the Company evaluates among other factors the duration and extent to which the fair value of an investment is less than its cost and the financial health and near-term business outlook for the investee based primarily on the current financial statement of the companies concerned

At the end of the period the Companys management have concluded that the investments are not impaired

(18)

GMR Infrastructure (Cyprus) limited

5 Other income

Interest income Bank balances

Expenses by nature

Auditors remuneration Other expenses Photocopies Printing ampStationary Telephones amp Faxes Accounting and Administrative Fees Legal Fees Secretarial Fees Bank signatory fees Registered office fees Legalization of documents Professional tax Transation fees Bank charges Unrecoverable VAT Directors Fees (Note 19(iraquo

Total expenses

7 Finance costs

Interest expense Bank borrowings Loans from related parties (Note 19(iii))

Net foreign exchange transaction loss

Tax

Current tax charge Defence contribution

Income tax expense

As restated 2010 2009 US$ US$

1182431 8750

As restated 201(1 2009 US$ US$

6787 3000 10 24

849 1710 621

45918 23952 3798

743 372 502 279 635

3366 9159

74278

As restated 2010 2009 US$ US$

7 499011

173523- 657365

672534 657372

2010 US$

As restated 2009 US$

2847

(19)

2847

GMR Infrastructure (Cyprus) Limited

8 Tax (continued)

The tax on the Companys profitf(loss) before tax differs from the theoretical amount that would arise using the applicable tax rate as follows

As restated 2010 2009 US$ US$

Profit(loss) before tax 435619 (689600)

Tax calculated at the applicable corporation tax rate of 10 43562 (68960) Tax effect of expenses not deductible for tax purposes 25213 Tax effect of allowances and income not subject to tax (118243) (17045) Special contribution for defence 118243 2847 Tax effect of tax losses for which no deferred tax asset was recognised 74681 60792

Income tax charge 118243 2847

The Com pany is subject to corporation tax on taxable profits at the rate of 10

Under certain conditions interest may be subject to defence contribution at the rate of 10 In such cases 50 of the same interest will be exempt from corporation tax thus having an effective tax rate burden of approximately 15

From 1 January 2009 onwards under certain conditions interest may be exempt from income tax and only subject to defence contribution at the rate of 10

In certain cases dividends received from abroad may be subject to defence contribution at the rate of 15

Deferred tax asset on the Companys tax losses was not recognised since no reliable estimate can be made that future taxable profits will be available against which temporary tax differences could be utilised At 31 March 2010 the tax losses carried forward for which deferred tax asset was not recognised amounted to $1575719

9 Financial instruments by category

Loans and receivables Total

US$ US$ 31 March 2009 Assets as per balance sheet Receivables from related party 1830 1830 Cash at bank 69942 69942

Total 71772 71772

Other finandal iabilities Tota

US$ USS Liabilities as per balance sheet Payables to related party 128847054 128847054 Other payabies 11987 11987

Total 128859041 128859041

Loans and receivables Total

USS USS 31 March 2010 Assets as per balance sheet Receivabies from related party CaSh at bank

1830 48844165

1830 48844165

Tota 48845995 48845995

(20)

GMR Infrastructure (Cyprus) Limited

9 Financial instruments by category (continued)

Other financial liabilities Total

US$ US$ Liabilities as ~r balance sheet Borrowings 3049901 30499011 Payables to related party 204214755 204214755 other payables _____1~0~3~~ _____1~O~39=2

234724158 234724158Total

10 Credit quality of financial assets

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates

As restated 2010 2009 US$ US$

Receivables from subsidiary 1830 1830

As restated 2010 2009 US$ US$

Cash at bank and shortmiddotterm bank deposits

Aa3 3429 69942

BaaS 48840736

48844165 69942

11 Investments in subsidiaries

As restated 2010 2009 US$ US$

At beginning of year 138700000 4759 Additions 57408174 138700000 Disposals (4759)

At end of year 196108174 138700000

The Companys interests in its subsidiaries all of which are unlisted were as follows

As restated Country of 2QW 2009

Name Principal activity incorporation holding holding

GMR Infrastructure (Global) Explore opportunities in the Isle of Man 1001~) 100 Limited infrastructure sector

across the world

During the year GMR Infrastructure (Global) has issued an additional 57408174 shares of USD 1 each to the Company for a totai contribution of $57408174

(21 )

GMR Infrastructure (Cyprus) Linlited

12 Change in functional and presentation currency

In 2009 the Directors of the Company decided to change the functional and presentation currency of the Company from the Euro (EUR) to US Dollars (USD) as they were of the opinion that it is the currency that best reflects the primary economic environment in which the entity operates The change in the functional and presentation currency from Euro to US dollars was accounted in accordance with the requirements of lAS 21 The effects of Changes in Foreign Exchange Rates and the requirements of lAS 8 Accounting Policies Changes in Accounting Estimates and Errors The impact of the change was accounted retrospectively as per the requirements of lAS 8 and the effect on the income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

13 Receivables

2010 US$

As restated 2009 US$

ReceiPrepa

vables from subsidiaries (Note 19(ii) yments

1630 1508

3338

1830 1412

The fair values of receivables approximate their carrying amounts at the balance sheet date

The maximum exposure to credit risk at the balance sheet date is the carrying value of each class of receivable mentioned above The Company does not hold any collateral as security

14 Cash and cash equivalents

As restated 2010 2009 US$ US$

Cash at bank 3429 69942 Short-term bank deposits 48840736

48844165 69942

Cash and cash equivalents include the following for the purposes of the statement of cash flows

As restated 2010 2009 US$ US$

Cash and cash equivalents 48844165 69942

48844165 69942

(22)

GMR Infrastructure (Cyprus) Limited

15 Share capital and share premium

Share Share capital premium Total

US$ US$ USS

At 1 April 2008 4740 867490 872230 Issue of shares 1582 9748419 9750001

At 31 March 2009[1 April 2009 6322 10615909 10622231

At 31 March 2010 6322 10615909 10622231

16 Prior year adjustment

On 1 April 2009 the Companys equity has been restated for the following prior year error

bull As per the requirements of lAS 21 The Effects of Changes in Foreign Exchange Rates the Company should have selected the US Dollars (USD) as its functional currency which is the currency that best reflects the primary economic environment in which the Company operates from 1 April 2008 Up to 31 March 2009 the Company was using the Euro as its functional currency The impact of the change was accounted retrospectively as per the reqUirements of lAS 8 and the effect on the bull income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

17 Borrowings

As restated 2010 2008 US$ USS

Current Borrowings from related parties (Note 19(iiiraquo 30499011 shy===

The loan and interest accrued are repayable on an annual basis by August 2010

The carrying amounts of borrowings approximate their fair value

The carrying amounts of the Companys borrowings are denominated in the following currencies

As restated 2010 2009 US$ US$

30499011JS Dollar

GMR Infrastructure (Cyprus) Limited

18 Trade and other payables

2010 US$

As restated 2009 US$

PayabOther

les to related parties (Note 19(ii)) payables

204214755 10391

204225146

128847054 11986

128859040

The fair value of trade and other payables which are due within one year approximates their carrying amount at the balance sheet date

19 Related party transactions

The Company is controlled by GMR Infrastructure (Mauritius) Limited incorporated in Mauritius which owns 100 of the Companys shares The Companys ultimate controlling company is GMR Holdings Private and the ultimate controlling party is Mallika~una Rao Gandhi

The following transactions were carried out with related parties

(i) Directors remuneration

The total remuneration of the Directors was as follows

As restated 2010 2009 US$ US$

Fees 1858

(ii) Yearwend balances arising from financing activities

As restated 2010 2009 US$ US$

Receivable from related parties (Note 13)

Receivables from subsidiary 1830 1830

Payable to related parties (Note 18) Payable to parent 204214755 128847054

The above balances bear no interest and are repayable on demand

(iii) Borrowings from related parties

As restated 2010 2009 US$ US$

Borrowings from related party At beginning of year Loans advanced during year 30000000 Interest charged (Note 7) 499011

At end of year (Note 17) 30499JH 1

The above borrowing was provided with interest and is repayable within one year

(24)

GMR Infrastructure (Cyprus) Limited

20 Going concern

These financial statements have been prepared on a going concern basis which assumes that

a)The company will continue operating for the foreseeable future and b) In the long term the investment the company has made into group companies is recoverable and the carrying value in the balance sheet is a fair value of the investment

The Company owns 100 of GMR Infrastructure (Global) Limited which in its turn owns 100 of GMR Energy (Global) Limited GMR Energys investment by way of debentures in GMR Holding (Malta) Limited is part of the groups acquisition of InterGen NV GMR Holding (Malta) Limiteds non statutory consolidated financial statements for the period ended 31st December 2009 show a loss of USD1309 million (31 March 2009 - USD 546 million) and its total liabilities exceeded total assets by USD 1593 million (31 March 2009 - USD 622 million) This loss was due to a share of the losses of InterGen NV of USD 775 million as well as finance costs of $517 million

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 wi 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 ICICl Bank pic which amounted to USD 1107 million A syndicated loan of USD 8369 mllion 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 mimon has already been paid to Axis Bank Limited funded by a share subscription 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 GMR Infrastructure Limited an Indian listed company

It is believed that with the continued support of its shareholders the necessary funding to achieve InterGen NVs plans is in place and to this end GMR Private Holdings limited the ultimate parent company of GMR Infrastructure Limited GMR Infrastructure (Cyprus) 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 at group level 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 NVs management are confident that positive cash flows will be achieved However there can be no guarantee that the long term results will improve and should the positive cash flows not be achieved a reduction in the carrying value of the debentures and accrued interest would be required

In view of the above in particular the guarantees given by both GMR Infrastructure Limited and GMR Private Holdings Limited the directors consider it appropriate to prepare the accounts on the going concern basis although a material uncertainty exists to the Companys ability to continue as a going concern

(25)

GMR Infrastructure (Cyprus) Limited

Additional information to the income statement

Analysis of expenses for the year ended 31 March 2010

Administrative expenses Auditors remuneration Accounting fees Legal fees Directors fees Secretarial fees Registered office fees Legalisation of documents Telephone telexes and facsimiles Printing and stationery Translation expenses Taxes and licences Non-recoverable VAT Bank charges Sundry expenses

2010 US$

6787 45919

3798 18S8

743 502 219

849

635 9159 3739

10

As restated 2009 US$

3000 23952

1255 501 449 a96 621

1710 65

604 5086 2815

24

74218 40978

(27)

Page 7: Report on the Financial Statements Board of Directors ...... · March 2010, and the statements of income, comprehensive income, changes in equity and cash flows for the year then

GMR Infrastructure (Cyprus) Limited

Statement of cash flows for the year ended 31 March 2010

Cash flows from operating activities Protitl(loss) before tax Adjustments for

interest income interest expense

Changes in working capital Receivables Payables

Cash generated from operations

Tax paid

Net cash from operating activities

Cash flows from investing activities Purchases of subsidiaries Proceeds from sale of subsidiaries Interest received

Net cash used in investing activities

Cash flows from financing activities Proceeds from issuance of ordinary shares Proceeds from loans from related parties Interest paid

Net cash from finanCing activities

Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Note 2010 US$

As restated 2009 US$

435619 (689600)

5 7

(1182431) 499011

(8750) 7

(247801) (698343)

(96) 1734073 75366106 127966470

75118209

11S243)

129002200

74999966 129002200

11 (5740S174) (138700000) 4759

1182431 8750

(56225743) (138686491 )

15 9750001 19(iii) 30499011

1499011) (7)

30000000 9749994

48774223 65703 69942 4239

48844165 6994214

The notes on pages 11 to 26 are an integral part of these financial statements

(10)

GMR Infrastructure (Cyprus) Limited

Notes to the financial statements

1 General information

Country of incorporation

The Company is incorporated and domiciled in Cyprus as a private limited liability company in accordance with the provisions of the Cyprus Companies Law Cap 113 registered office is at 3 Themistocles Dervis Street Julia House 1066 Nicosia Cyprus

Principal activities

The principal activity of the Company which is unchanged from last year is the holding of investments

2 Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below These policies have been consistently applied to all years presented in these financial statements unless otherwise stated

Basis of preparation

The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law Cap 113

As of the date of the authorisation of the financial statements all International Financial Reporting Standards issued by the International Accounting Standards Board (lASS) that are effective as of 1 April 2009 have been adopted by the EU through the endorsement procedure established by the European Commission with the exception of the following

(i) Certain provisions of lAS 39 Financial Instruments Recognition and Measurement relating to portfolio hedge accounting

(ii) Improvements to IFRSs 2009

In addition the following interpretations have been endorsed however their effective dates are not the same although an entity may choose to early adopt them

0) IFRIC 12 Concession Arrangements

tii) IFRIC 15 Agreements for the construction of real estate and

liii) IFRIC 16 Hedges of a Net Investment in a Foreign Operation

The Company is not required by the Companies Law Cap113 to prepare consolidated financial statements because the Company and its subsidiaries constitute a small sized group as defined by the Law and the Company does not intend to issue consolidated financial statements for the year ended 31 March 2010

~ 1

2

GMR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Basis of preparation (continued)

The European Commission has concluded that since parent companies are required by the EU 4th Directive to prepare their separate financial statements and since the Companies Law Cap113 requires the preparation of such financial statements in accordance with IFRS as adopted by the EU the provisions in lAS 27 middotConsolidated and Separate Financial Statementsn requiring the preparation of consolidated financial statements in accordance with IFRS do not apply

The financial statements have been prepared under the historical cost convention

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires management to exercise Its judgment in the process of applying the Companys accounting policies The areas involving a higher degree of judgment or complexity or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4

Adoption of new and revised IFRSs

During the current year the Company adopted all the new and revised International Financial Reporting Standards (lFRS) that are relevant to its operations and are effective for accounting periods beginning on 1 April 2009 This adoption did not have a material effect on the accounting poliCies of the Company with the exception of the following

(i) lAS 1 (revised) Presentation of financial statements as a result of the adoption of which the Company presents in the statement of changes in equity all owner changes in equity whereas all non-owner changes in equity are presented in the statement of comprehensive income Comparatlve information has been reshypresented so that it is also in conformity with the revised standard The change in the accounting policy impacts only presentation aspects

(ii) IFRS 7 Financial Instruments-Disclosures (amendment) as a result of the adoption of which the Company provides additional disclosures in relation to the fair value measurements of its financial instruments by level of a fair value measurement hierarchy

At the date of approval of these financial statements standards and interpretations were issued by the International Accounting Standards Board which were not yet effective Some of them were adopted by the European Union and others not yet The Board of Directors expects that the adoption of these financial reporting standards in future periods will not have a matena effect on the financial statements of the Company

Revenue recognition

The Company recognises revenue when the amount of revenue can be reliably estimated it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Companys activities as described below

(12)

2

GNIR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Revenue recognition (continued)

(I) Interest income

Interest income is recognised on a time proportion basis using the effective interest method When a loan or receivable is impaired the Company reduces the carrying amount to its recoverable amount being the estimated future cash flows discounted at the original effective interest rate of the instrument and continues unwinding the discount as interest income Interest income on impaired loans anG receivables are recognised using the original effective interest rate

Foreign currency translation

(i) Functional and presentation currency

Items included in the Companys financial statements are measured using the currency of the primary economic environment in which the entity operates (the functional currency) The financial statements are presented in US dollars (US$) which is the Companys functional and presentation currency In 2009 the Directors of the Company decided to change the functional and presentation currency from the Euro (EUR) to US Doflars (USD) as they were of the opinion thaZ is the currency that best reflects the primary economic environment in which the entity operates The change in the currency was accounted for in accordance with the requirements of lAS 8 Accounting Policies Changes in Accounting Estimate~ and Errors The impact of the change on these financial statements is summarised in Note 16

(Ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where iterim are re-measured Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement

Tax

The tax expense for the period comprises current and deferred tax Tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity In this case the tax is also recognised in OIlEif

comprehensive income or directly in equity respectively

(13)

2

GMR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Tax (continued)

Deferred income tax is recognised using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements However the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of transaction affects neither accounting nor taxable profit or loss Deferred income tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled

Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised

Financial assets

(i) Classification

The Company classifies its financial assets in loans and receivables The classification depends on the purpose for which the financial assets were acquired Management determines the classification of financial assets at initial recognition

~ Loans and receivables

Loans and receivables are non derivative financial assets with fixed or determinable payments that are not quoted in an active market and for which there is no intention of trading the receivable They are included in current assets except for maturities greater than twelve months after the balance sheet date These are classified as non current assets The Companys loans and receivables comprise trade and other receivables and cash and cash equivalents in the balance sheet

Subsidiaries at cost

Subsidiaries are all entities (including special purpose entities) over which the Company has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights The Company carries the investments in subsidiaries at cost less any impairment in its separate financial statements

Receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision for impairment

(14)

GMR Infrastructure (Cyprus) Limited

2 Summary of significant accounting policies (continued)

Share capital

Ordinary shares are classified as equity

incremental costs directly attributable to the issue of new shares are shown in equity as a deduction net of tax from the proceeds

Any excess of the fair value of consideration received over the par value of shares issued is recognised as share premium

Borrowings

Borrowings are recognised initially at fair value net of transaction costs incurred Borrowings are subsequently stated at amortised cost Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the incomE statement over the period of the borrowings using the effective interest method unless they are directly attributable to the acquisition construction or production of a qualifying asset in which case they are capitalised as part of the cost of that asset

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date

PayabJes

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method

Cash and cash equivalents

Cash and cash equivalents include cash in hand deposits held at call with banks and bank overdrafts In the balance sheet bank overdrafts are shown within borrowings in current liab1lities

Comparatives

Where necessary comparative figures have been adjusted to conform with changes in presentation in the current year

3 Financiai risk management

0) Financial risk factors

The Companys activities expose it to a variety of financial risks market risk (including cash flow interest rate risk) credit risk and liquidity risk

~ ~ t -

3

GMR Infrastructure (Cyprus) Limited

Financial risk management (continued)

(i) Financial risk factors (continued)

The Company does not have a formal risk management policy programme Instead the succeptibility of the Companys to financial risks such as cash flow interest rate risk credit risk and liquidity risk is monitored as part of its daily management of the business

bull Market risk

Cash flow and fair value interest rate risk

As the Company has no significant interest~bearing assets the Companys income and operating cash flows are substantially independent of changes in market interest rates

The Companys management monitors the interest rate fluctuations on a continuous basis and acts accordingly

Credit risk

Credit risk arises from cash and cash equivalents and deposits with banks

For banks and financial institutions only independently rated parties with a minimum rating of A and B are accepted

The table below shows the balance held with the two banks at the balance sheet date

31 March 2010

Rating Balance US$

Barclays PLC EFG Eurobank Ergasias SA

Aa3 Baa3

3429 48840736

48844165

liquidity risk

The table below analyses the Companys financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date The amounts disclosed in the table are the contractual undiscounted cash flows Balances due within 12 months equal their carrying balances as the impact of discounting is not significant

(16)

GMR Infrastructure (Cyprus) Limited

3 Financial risk management (continued)

(i) Financial risk factors (continued)

Less than 1 year US$

At 31 March 2009 Payables 128859041 Current Income Tax liabilities 2582

128861623

Less than 1 year US$

At 31 March 2010 Borrowings 30499011 Payables 204225148 Current Income Tax liabilities 2582

234726741

Management does not have a formal policy for rnanaging IiquKllllil risk

(ii) Capital risk management

The capital as defined by management at 31 March 20 was as fOlO~IlmiddotS

As restated 201~ 2009 US$ US$

Total borrowings (Note 17) 30499011 Less cash and cash equivalents (Note 14) 488441G~ (69942)

Net debt (18345154) (69942)

Total equity 1 O2289lpound

Total capita as defined by management (811621~f 9841620

Gearing ratio NA

4 Critical accounting estimates and judgements

Estimates and judgements are continuaily evaluated and are based on historicd experience and other factors including expectations of future events that are bieved to be reasonable under the circumstances

(7)

4

GMR Infrastructure (Cyprus) Limited

Critical accounting estimates and judgements (continued)

bull Income taxes

Significant judgment is required in determining the provision for income taxes There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due Where the final tax outcome of these matters is different from the amounts that were initially recorded such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made

Functional Currency

The Company has determined the currency of its primary economic environment to be the US dollars in accordance with the requirements of lAS 21 The effects of changes in foreign exchange rates The Companys rationale for this conclusion was based on the requirements of lAS 21 in paragraphs 9 10 and 11 The primary indicators envisaged by lAS 21 indicate towards the USD as it is the currency that most faithfully represents the economic effects of its underlying transactions events and conditions

(i) Critical judgements in applying the Companys accounting policies

$ Related party transactions

In the normal course of the business the Company enters into transactions with its related parties Judgement is applied in determining if transactions are priced at market or non-market rates where there is no active market for such transactions

Impairment of investments

The Company follows the guidance of lAS 36 for subsidiaries on determining when an investment is other-than-temporarily impaired This determination required significant judgement especially for unquoted investments In making this judgement the Company evaluates among other factors the duration and extent to which the fair value of an investment is less than its cost and the financial health and near-term business outlook for the investee based primarily on the current financial statement of the companies concerned

At the end of the period the Companys management have concluded that the investments are not impaired

(18)

GMR Infrastructure (Cyprus) limited

5 Other income

Interest income Bank balances

Expenses by nature

Auditors remuneration Other expenses Photocopies Printing ampStationary Telephones amp Faxes Accounting and Administrative Fees Legal Fees Secretarial Fees Bank signatory fees Registered office fees Legalization of documents Professional tax Transation fees Bank charges Unrecoverable VAT Directors Fees (Note 19(iraquo

Total expenses

7 Finance costs

Interest expense Bank borrowings Loans from related parties (Note 19(iii))

Net foreign exchange transaction loss

Tax

Current tax charge Defence contribution

Income tax expense

As restated 2010 2009 US$ US$

1182431 8750

As restated 201(1 2009 US$ US$

6787 3000 10 24

849 1710 621

45918 23952 3798

743 372 502 279 635

3366 9159

74278

As restated 2010 2009 US$ US$

7 499011

173523- 657365

672534 657372

2010 US$

As restated 2009 US$

2847

(19)

2847

GMR Infrastructure (Cyprus) Limited

8 Tax (continued)

The tax on the Companys profitf(loss) before tax differs from the theoretical amount that would arise using the applicable tax rate as follows

As restated 2010 2009 US$ US$

Profit(loss) before tax 435619 (689600)

Tax calculated at the applicable corporation tax rate of 10 43562 (68960) Tax effect of expenses not deductible for tax purposes 25213 Tax effect of allowances and income not subject to tax (118243) (17045) Special contribution for defence 118243 2847 Tax effect of tax losses for which no deferred tax asset was recognised 74681 60792

Income tax charge 118243 2847

The Com pany is subject to corporation tax on taxable profits at the rate of 10

Under certain conditions interest may be subject to defence contribution at the rate of 10 In such cases 50 of the same interest will be exempt from corporation tax thus having an effective tax rate burden of approximately 15

From 1 January 2009 onwards under certain conditions interest may be exempt from income tax and only subject to defence contribution at the rate of 10

In certain cases dividends received from abroad may be subject to defence contribution at the rate of 15

Deferred tax asset on the Companys tax losses was not recognised since no reliable estimate can be made that future taxable profits will be available against which temporary tax differences could be utilised At 31 March 2010 the tax losses carried forward for which deferred tax asset was not recognised amounted to $1575719

9 Financial instruments by category

Loans and receivables Total

US$ US$ 31 March 2009 Assets as per balance sheet Receivables from related party 1830 1830 Cash at bank 69942 69942

Total 71772 71772

Other finandal iabilities Tota

US$ USS Liabilities as per balance sheet Payables to related party 128847054 128847054 Other payabies 11987 11987

Total 128859041 128859041

Loans and receivables Total

USS USS 31 March 2010 Assets as per balance sheet Receivabies from related party CaSh at bank

1830 48844165

1830 48844165

Tota 48845995 48845995

(20)

GMR Infrastructure (Cyprus) Limited

9 Financial instruments by category (continued)

Other financial liabilities Total

US$ US$ Liabilities as ~r balance sheet Borrowings 3049901 30499011 Payables to related party 204214755 204214755 other payables _____1~0~3~~ _____1~O~39=2

234724158 234724158Total

10 Credit quality of financial assets

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates

As restated 2010 2009 US$ US$

Receivables from subsidiary 1830 1830

As restated 2010 2009 US$ US$

Cash at bank and shortmiddotterm bank deposits

Aa3 3429 69942

BaaS 48840736

48844165 69942

11 Investments in subsidiaries

As restated 2010 2009 US$ US$

At beginning of year 138700000 4759 Additions 57408174 138700000 Disposals (4759)

At end of year 196108174 138700000

The Companys interests in its subsidiaries all of which are unlisted were as follows

As restated Country of 2QW 2009

Name Principal activity incorporation holding holding

GMR Infrastructure (Global) Explore opportunities in the Isle of Man 1001~) 100 Limited infrastructure sector

across the world

During the year GMR Infrastructure (Global) has issued an additional 57408174 shares of USD 1 each to the Company for a totai contribution of $57408174

(21 )

GMR Infrastructure (Cyprus) Linlited

12 Change in functional and presentation currency

In 2009 the Directors of the Company decided to change the functional and presentation currency of the Company from the Euro (EUR) to US Dollars (USD) as they were of the opinion that it is the currency that best reflects the primary economic environment in which the entity operates The change in the functional and presentation currency from Euro to US dollars was accounted in accordance with the requirements of lAS 21 The effects of Changes in Foreign Exchange Rates and the requirements of lAS 8 Accounting Policies Changes in Accounting Estimates and Errors The impact of the change was accounted retrospectively as per the requirements of lAS 8 and the effect on the income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

13 Receivables

2010 US$

As restated 2009 US$

ReceiPrepa

vables from subsidiaries (Note 19(ii) yments

1630 1508

3338

1830 1412

The fair values of receivables approximate their carrying amounts at the balance sheet date

The maximum exposure to credit risk at the balance sheet date is the carrying value of each class of receivable mentioned above The Company does not hold any collateral as security

14 Cash and cash equivalents

As restated 2010 2009 US$ US$

Cash at bank 3429 69942 Short-term bank deposits 48840736

48844165 69942

Cash and cash equivalents include the following for the purposes of the statement of cash flows

As restated 2010 2009 US$ US$

Cash and cash equivalents 48844165 69942

48844165 69942

(22)

GMR Infrastructure (Cyprus) Limited

15 Share capital and share premium

Share Share capital premium Total

US$ US$ USS

At 1 April 2008 4740 867490 872230 Issue of shares 1582 9748419 9750001

At 31 March 2009[1 April 2009 6322 10615909 10622231

At 31 March 2010 6322 10615909 10622231

16 Prior year adjustment

On 1 April 2009 the Companys equity has been restated for the following prior year error

bull As per the requirements of lAS 21 The Effects of Changes in Foreign Exchange Rates the Company should have selected the US Dollars (USD) as its functional currency which is the currency that best reflects the primary economic environment in which the Company operates from 1 April 2008 Up to 31 March 2009 the Company was using the Euro as its functional currency The impact of the change was accounted retrospectively as per the reqUirements of lAS 8 and the effect on the bull income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

17 Borrowings

As restated 2010 2008 US$ USS

Current Borrowings from related parties (Note 19(iiiraquo 30499011 shy===

The loan and interest accrued are repayable on an annual basis by August 2010

The carrying amounts of borrowings approximate their fair value

The carrying amounts of the Companys borrowings are denominated in the following currencies

As restated 2010 2009 US$ US$

30499011JS Dollar

GMR Infrastructure (Cyprus) Limited

18 Trade and other payables

2010 US$

As restated 2009 US$

PayabOther

les to related parties (Note 19(ii)) payables

204214755 10391

204225146

128847054 11986

128859040

The fair value of trade and other payables which are due within one year approximates their carrying amount at the balance sheet date

19 Related party transactions

The Company is controlled by GMR Infrastructure (Mauritius) Limited incorporated in Mauritius which owns 100 of the Companys shares The Companys ultimate controlling company is GMR Holdings Private and the ultimate controlling party is Mallika~una Rao Gandhi

The following transactions were carried out with related parties

(i) Directors remuneration

The total remuneration of the Directors was as follows

As restated 2010 2009 US$ US$

Fees 1858

(ii) Yearwend balances arising from financing activities

As restated 2010 2009 US$ US$

Receivable from related parties (Note 13)

Receivables from subsidiary 1830 1830

Payable to related parties (Note 18) Payable to parent 204214755 128847054

The above balances bear no interest and are repayable on demand

(iii) Borrowings from related parties

As restated 2010 2009 US$ US$

Borrowings from related party At beginning of year Loans advanced during year 30000000 Interest charged (Note 7) 499011

At end of year (Note 17) 30499JH 1

The above borrowing was provided with interest and is repayable within one year

(24)

GMR Infrastructure (Cyprus) Limited

20 Going concern

These financial statements have been prepared on a going concern basis which assumes that

a)The company will continue operating for the foreseeable future and b) In the long term the investment the company has made into group companies is recoverable and the carrying value in the balance sheet is a fair value of the investment

The Company owns 100 of GMR Infrastructure (Global) Limited which in its turn owns 100 of GMR Energy (Global) Limited GMR Energys investment by way of debentures in GMR Holding (Malta) Limited is part of the groups acquisition of InterGen NV GMR Holding (Malta) Limiteds non statutory consolidated financial statements for the period ended 31st December 2009 show a loss of USD1309 million (31 March 2009 - USD 546 million) and its total liabilities exceeded total assets by USD 1593 million (31 March 2009 - USD 622 million) This loss was due to a share of the losses of InterGen NV of USD 775 million as well as finance costs of $517 million

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 wi 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 ICICl Bank pic which amounted to USD 1107 million A syndicated loan of USD 8369 mllion 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 mimon has already been paid to Axis Bank Limited funded by a share subscription 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 GMR Infrastructure Limited an Indian listed company

It is believed that with the continued support of its shareholders the necessary funding to achieve InterGen NVs plans is in place and to this end GMR Private Holdings limited the ultimate parent company of GMR Infrastructure Limited GMR Infrastructure (Cyprus) 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 at group level 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 NVs management are confident that positive cash flows will be achieved However there can be no guarantee that the long term results will improve and should the positive cash flows not be achieved a reduction in the carrying value of the debentures and accrued interest would be required

In view of the above in particular the guarantees given by both GMR Infrastructure Limited and GMR Private Holdings Limited the directors consider it appropriate to prepare the accounts on the going concern basis although a material uncertainty exists to the Companys ability to continue as a going concern

(25)

GMR Infrastructure (Cyprus) Limited

Additional information to the income statement

Analysis of expenses for the year ended 31 March 2010

Administrative expenses Auditors remuneration Accounting fees Legal fees Directors fees Secretarial fees Registered office fees Legalisation of documents Telephone telexes and facsimiles Printing and stationery Translation expenses Taxes and licences Non-recoverable VAT Bank charges Sundry expenses

2010 US$

6787 45919

3798 18S8

743 502 219

849

635 9159 3739

10

As restated 2009 US$

3000 23952

1255 501 449 a96 621

1710 65

604 5086 2815

24

74218 40978

(27)

Page 8: Report on the Financial Statements Board of Directors ...... · March 2010, and the statements of income, comprehensive income, changes in equity and cash flows for the year then

GMR Infrastructure (Cyprus) Limited

Notes to the financial statements

1 General information

Country of incorporation

The Company is incorporated and domiciled in Cyprus as a private limited liability company in accordance with the provisions of the Cyprus Companies Law Cap 113 registered office is at 3 Themistocles Dervis Street Julia House 1066 Nicosia Cyprus

Principal activities

The principal activity of the Company which is unchanged from last year is the holding of investments

2 Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below These policies have been consistently applied to all years presented in these financial statements unless otherwise stated

Basis of preparation

The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law Cap 113

As of the date of the authorisation of the financial statements all International Financial Reporting Standards issued by the International Accounting Standards Board (lASS) that are effective as of 1 April 2009 have been adopted by the EU through the endorsement procedure established by the European Commission with the exception of the following

(i) Certain provisions of lAS 39 Financial Instruments Recognition and Measurement relating to portfolio hedge accounting

(ii) Improvements to IFRSs 2009

In addition the following interpretations have been endorsed however their effective dates are not the same although an entity may choose to early adopt them

0) IFRIC 12 Concession Arrangements

tii) IFRIC 15 Agreements for the construction of real estate and

liii) IFRIC 16 Hedges of a Net Investment in a Foreign Operation

The Company is not required by the Companies Law Cap113 to prepare consolidated financial statements because the Company and its subsidiaries constitute a small sized group as defined by the Law and the Company does not intend to issue consolidated financial statements for the year ended 31 March 2010

~ 1

2

GMR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Basis of preparation (continued)

The European Commission has concluded that since parent companies are required by the EU 4th Directive to prepare their separate financial statements and since the Companies Law Cap113 requires the preparation of such financial statements in accordance with IFRS as adopted by the EU the provisions in lAS 27 middotConsolidated and Separate Financial Statementsn requiring the preparation of consolidated financial statements in accordance with IFRS do not apply

The financial statements have been prepared under the historical cost convention

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires management to exercise Its judgment in the process of applying the Companys accounting policies The areas involving a higher degree of judgment or complexity or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4

Adoption of new and revised IFRSs

During the current year the Company adopted all the new and revised International Financial Reporting Standards (lFRS) that are relevant to its operations and are effective for accounting periods beginning on 1 April 2009 This adoption did not have a material effect on the accounting poliCies of the Company with the exception of the following

(i) lAS 1 (revised) Presentation of financial statements as a result of the adoption of which the Company presents in the statement of changes in equity all owner changes in equity whereas all non-owner changes in equity are presented in the statement of comprehensive income Comparatlve information has been reshypresented so that it is also in conformity with the revised standard The change in the accounting policy impacts only presentation aspects

(ii) IFRS 7 Financial Instruments-Disclosures (amendment) as a result of the adoption of which the Company provides additional disclosures in relation to the fair value measurements of its financial instruments by level of a fair value measurement hierarchy

At the date of approval of these financial statements standards and interpretations were issued by the International Accounting Standards Board which were not yet effective Some of them were adopted by the European Union and others not yet The Board of Directors expects that the adoption of these financial reporting standards in future periods will not have a matena effect on the financial statements of the Company

Revenue recognition

The Company recognises revenue when the amount of revenue can be reliably estimated it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Companys activities as described below

(12)

2

GNIR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Revenue recognition (continued)

(I) Interest income

Interest income is recognised on a time proportion basis using the effective interest method When a loan or receivable is impaired the Company reduces the carrying amount to its recoverable amount being the estimated future cash flows discounted at the original effective interest rate of the instrument and continues unwinding the discount as interest income Interest income on impaired loans anG receivables are recognised using the original effective interest rate

Foreign currency translation

(i) Functional and presentation currency

Items included in the Companys financial statements are measured using the currency of the primary economic environment in which the entity operates (the functional currency) The financial statements are presented in US dollars (US$) which is the Companys functional and presentation currency In 2009 the Directors of the Company decided to change the functional and presentation currency from the Euro (EUR) to US Doflars (USD) as they were of the opinion thaZ is the currency that best reflects the primary economic environment in which the entity operates The change in the currency was accounted for in accordance with the requirements of lAS 8 Accounting Policies Changes in Accounting Estimate~ and Errors The impact of the change on these financial statements is summarised in Note 16

(Ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where iterim are re-measured Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement

Tax

The tax expense for the period comprises current and deferred tax Tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity In this case the tax is also recognised in OIlEif

comprehensive income or directly in equity respectively

(13)

2

GMR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Tax (continued)

Deferred income tax is recognised using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements However the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of transaction affects neither accounting nor taxable profit or loss Deferred income tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled

Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised

Financial assets

(i) Classification

The Company classifies its financial assets in loans and receivables The classification depends on the purpose for which the financial assets were acquired Management determines the classification of financial assets at initial recognition

~ Loans and receivables

Loans and receivables are non derivative financial assets with fixed or determinable payments that are not quoted in an active market and for which there is no intention of trading the receivable They are included in current assets except for maturities greater than twelve months after the balance sheet date These are classified as non current assets The Companys loans and receivables comprise trade and other receivables and cash and cash equivalents in the balance sheet

Subsidiaries at cost

Subsidiaries are all entities (including special purpose entities) over which the Company has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights The Company carries the investments in subsidiaries at cost less any impairment in its separate financial statements

Receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision for impairment

(14)

GMR Infrastructure (Cyprus) Limited

2 Summary of significant accounting policies (continued)

Share capital

Ordinary shares are classified as equity

incremental costs directly attributable to the issue of new shares are shown in equity as a deduction net of tax from the proceeds

Any excess of the fair value of consideration received over the par value of shares issued is recognised as share premium

Borrowings

Borrowings are recognised initially at fair value net of transaction costs incurred Borrowings are subsequently stated at amortised cost Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the incomE statement over the period of the borrowings using the effective interest method unless they are directly attributable to the acquisition construction or production of a qualifying asset in which case they are capitalised as part of the cost of that asset

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date

PayabJes

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method

Cash and cash equivalents

Cash and cash equivalents include cash in hand deposits held at call with banks and bank overdrafts In the balance sheet bank overdrafts are shown within borrowings in current liab1lities

Comparatives

Where necessary comparative figures have been adjusted to conform with changes in presentation in the current year

3 Financiai risk management

0) Financial risk factors

The Companys activities expose it to a variety of financial risks market risk (including cash flow interest rate risk) credit risk and liquidity risk

~ ~ t -

3

GMR Infrastructure (Cyprus) Limited

Financial risk management (continued)

(i) Financial risk factors (continued)

The Company does not have a formal risk management policy programme Instead the succeptibility of the Companys to financial risks such as cash flow interest rate risk credit risk and liquidity risk is monitored as part of its daily management of the business

bull Market risk

Cash flow and fair value interest rate risk

As the Company has no significant interest~bearing assets the Companys income and operating cash flows are substantially independent of changes in market interest rates

The Companys management monitors the interest rate fluctuations on a continuous basis and acts accordingly

Credit risk

Credit risk arises from cash and cash equivalents and deposits with banks

For banks and financial institutions only independently rated parties with a minimum rating of A and B are accepted

The table below shows the balance held with the two banks at the balance sheet date

31 March 2010

Rating Balance US$

Barclays PLC EFG Eurobank Ergasias SA

Aa3 Baa3

3429 48840736

48844165

liquidity risk

The table below analyses the Companys financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date The amounts disclosed in the table are the contractual undiscounted cash flows Balances due within 12 months equal their carrying balances as the impact of discounting is not significant

(16)

GMR Infrastructure (Cyprus) Limited

3 Financial risk management (continued)

(i) Financial risk factors (continued)

Less than 1 year US$

At 31 March 2009 Payables 128859041 Current Income Tax liabilities 2582

128861623

Less than 1 year US$

At 31 March 2010 Borrowings 30499011 Payables 204225148 Current Income Tax liabilities 2582

234726741

Management does not have a formal policy for rnanaging IiquKllllil risk

(ii) Capital risk management

The capital as defined by management at 31 March 20 was as fOlO~IlmiddotS

As restated 201~ 2009 US$ US$

Total borrowings (Note 17) 30499011 Less cash and cash equivalents (Note 14) 488441G~ (69942)

Net debt (18345154) (69942)

Total equity 1 O2289lpound

Total capita as defined by management (811621~f 9841620

Gearing ratio NA

4 Critical accounting estimates and judgements

Estimates and judgements are continuaily evaluated and are based on historicd experience and other factors including expectations of future events that are bieved to be reasonable under the circumstances

(7)

4

GMR Infrastructure (Cyprus) Limited

Critical accounting estimates and judgements (continued)

bull Income taxes

Significant judgment is required in determining the provision for income taxes There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due Where the final tax outcome of these matters is different from the amounts that were initially recorded such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made

Functional Currency

The Company has determined the currency of its primary economic environment to be the US dollars in accordance with the requirements of lAS 21 The effects of changes in foreign exchange rates The Companys rationale for this conclusion was based on the requirements of lAS 21 in paragraphs 9 10 and 11 The primary indicators envisaged by lAS 21 indicate towards the USD as it is the currency that most faithfully represents the economic effects of its underlying transactions events and conditions

(i) Critical judgements in applying the Companys accounting policies

$ Related party transactions

In the normal course of the business the Company enters into transactions with its related parties Judgement is applied in determining if transactions are priced at market or non-market rates where there is no active market for such transactions

Impairment of investments

The Company follows the guidance of lAS 36 for subsidiaries on determining when an investment is other-than-temporarily impaired This determination required significant judgement especially for unquoted investments In making this judgement the Company evaluates among other factors the duration and extent to which the fair value of an investment is less than its cost and the financial health and near-term business outlook for the investee based primarily on the current financial statement of the companies concerned

At the end of the period the Companys management have concluded that the investments are not impaired

(18)

GMR Infrastructure (Cyprus) limited

5 Other income

Interest income Bank balances

Expenses by nature

Auditors remuneration Other expenses Photocopies Printing ampStationary Telephones amp Faxes Accounting and Administrative Fees Legal Fees Secretarial Fees Bank signatory fees Registered office fees Legalization of documents Professional tax Transation fees Bank charges Unrecoverable VAT Directors Fees (Note 19(iraquo

Total expenses

7 Finance costs

Interest expense Bank borrowings Loans from related parties (Note 19(iii))

Net foreign exchange transaction loss

Tax

Current tax charge Defence contribution

Income tax expense

As restated 2010 2009 US$ US$

1182431 8750

As restated 201(1 2009 US$ US$

6787 3000 10 24

849 1710 621

45918 23952 3798

743 372 502 279 635

3366 9159

74278

As restated 2010 2009 US$ US$

7 499011

173523- 657365

672534 657372

2010 US$

As restated 2009 US$

2847

(19)

2847

GMR Infrastructure (Cyprus) Limited

8 Tax (continued)

The tax on the Companys profitf(loss) before tax differs from the theoretical amount that would arise using the applicable tax rate as follows

As restated 2010 2009 US$ US$

Profit(loss) before tax 435619 (689600)

Tax calculated at the applicable corporation tax rate of 10 43562 (68960) Tax effect of expenses not deductible for tax purposes 25213 Tax effect of allowances and income not subject to tax (118243) (17045) Special contribution for defence 118243 2847 Tax effect of tax losses for which no deferred tax asset was recognised 74681 60792

Income tax charge 118243 2847

The Com pany is subject to corporation tax on taxable profits at the rate of 10

Under certain conditions interest may be subject to defence contribution at the rate of 10 In such cases 50 of the same interest will be exempt from corporation tax thus having an effective tax rate burden of approximately 15

From 1 January 2009 onwards under certain conditions interest may be exempt from income tax and only subject to defence contribution at the rate of 10

In certain cases dividends received from abroad may be subject to defence contribution at the rate of 15

Deferred tax asset on the Companys tax losses was not recognised since no reliable estimate can be made that future taxable profits will be available against which temporary tax differences could be utilised At 31 March 2010 the tax losses carried forward for which deferred tax asset was not recognised amounted to $1575719

9 Financial instruments by category

Loans and receivables Total

US$ US$ 31 March 2009 Assets as per balance sheet Receivables from related party 1830 1830 Cash at bank 69942 69942

Total 71772 71772

Other finandal iabilities Tota

US$ USS Liabilities as per balance sheet Payables to related party 128847054 128847054 Other payabies 11987 11987

Total 128859041 128859041

Loans and receivables Total

USS USS 31 March 2010 Assets as per balance sheet Receivabies from related party CaSh at bank

1830 48844165

1830 48844165

Tota 48845995 48845995

(20)

GMR Infrastructure (Cyprus) Limited

9 Financial instruments by category (continued)

Other financial liabilities Total

US$ US$ Liabilities as ~r balance sheet Borrowings 3049901 30499011 Payables to related party 204214755 204214755 other payables _____1~0~3~~ _____1~O~39=2

234724158 234724158Total

10 Credit quality of financial assets

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates

As restated 2010 2009 US$ US$

Receivables from subsidiary 1830 1830

As restated 2010 2009 US$ US$

Cash at bank and shortmiddotterm bank deposits

Aa3 3429 69942

BaaS 48840736

48844165 69942

11 Investments in subsidiaries

As restated 2010 2009 US$ US$

At beginning of year 138700000 4759 Additions 57408174 138700000 Disposals (4759)

At end of year 196108174 138700000

The Companys interests in its subsidiaries all of which are unlisted were as follows

As restated Country of 2QW 2009

Name Principal activity incorporation holding holding

GMR Infrastructure (Global) Explore opportunities in the Isle of Man 1001~) 100 Limited infrastructure sector

across the world

During the year GMR Infrastructure (Global) has issued an additional 57408174 shares of USD 1 each to the Company for a totai contribution of $57408174

(21 )

GMR Infrastructure (Cyprus) Linlited

12 Change in functional and presentation currency

In 2009 the Directors of the Company decided to change the functional and presentation currency of the Company from the Euro (EUR) to US Dollars (USD) as they were of the opinion that it is the currency that best reflects the primary economic environment in which the entity operates The change in the functional and presentation currency from Euro to US dollars was accounted in accordance with the requirements of lAS 21 The effects of Changes in Foreign Exchange Rates and the requirements of lAS 8 Accounting Policies Changes in Accounting Estimates and Errors The impact of the change was accounted retrospectively as per the requirements of lAS 8 and the effect on the income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

13 Receivables

2010 US$

As restated 2009 US$

ReceiPrepa

vables from subsidiaries (Note 19(ii) yments

1630 1508

3338

1830 1412

The fair values of receivables approximate their carrying amounts at the balance sheet date

The maximum exposure to credit risk at the balance sheet date is the carrying value of each class of receivable mentioned above The Company does not hold any collateral as security

14 Cash and cash equivalents

As restated 2010 2009 US$ US$

Cash at bank 3429 69942 Short-term bank deposits 48840736

48844165 69942

Cash and cash equivalents include the following for the purposes of the statement of cash flows

As restated 2010 2009 US$ US$

Cash and cash equivalents 48844165 69942

48844165 69942

(22)

GMR Infrastructure (Cyprus) Limited

15 Share capital and share premium

Share Share capital premium Total

US$ US$ USS

At 1 April 2008 4740 867490 872230 Issue of shares 1582 9748419 9750001

At 31 March 2009[1 April 2009 6322 10615909 10622231

At 31 March 2010 6322 10615909 10622231

16 Prior year adjustment

On 1 April 2009 the Companys equity has been restated for the following prior year error

bull As per the requirements of lAS 21 The Effects of Changes in Foreign Exchange Rates the Company should have selected the US Dollars (USD) as its functional currency which is the currency that best reflects the primary economic environment in which the Company operates from 1 April 2008 Up to 31 March 2009 the Company was using the Euro as its functional currency The impact of the change was accounted retrospectively as per the reqUirements of lAS 8 and the effect on the bull income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

17 Borrowings

As restated 2010 2008 US$ USS

Current Borrowings from related parties (Note 19(iiiraquo 30499011 shy===

The loan and interest accrued are repayable on an annual basis by August 2010

The carrying amounts of borrowings approximate their fair value

The carrying amounts of the Companys borrowings are denominated in the following currencies

As restated 2010 2009 US$ US$

30499011JS Dollar

GMR Infrastructure (Cyprus) Limited

18 Trade and other payables

2010 US$

As restated 2009 US$

PayabOther

les to related parties (Note 19(ii)) payables

204214755 10391

204225146

128847054 11986

128859040

The fair value of trade and other payables which are due within one year approximates their carrying amount at the balance sheet date

19 Related party transactions

The Company is controlled by GMR Infrastructure (Mauritius) Limited incorporated in Mauritius which owns 100 of the Companys shares The Companys ultimate controlling company is GMR Holdings Private and the ultimate controlling party is Mallika~una Rao Gandhi

The following transactions were carried out with related parties

(i) Directors remuneration

The total remuneration of the Directors was as follows

As restated 2010 2009 US$ US$

Fees 1858

(ii) Yearwend balances arising from financing activities

As restated 2010 2009 US$ US$

Receivable from related parties (Note 13)

Receivables from subsidiary 1830 1830

Payable to related parties (Note 18) Payable to parent 204214755 128847054

The above balances bear no interest and are repayable on demand

(iii) Borrowings from related parties

As restated 2010 2009 US$ US$

Borrowings from related party At beginning of year Loans advanced during year 30000000 Interest charged (Note 7) 499011

At end of year (Note 17) 30499JH 1

The above borrowing was provided with interest and is repayable within one year

(24)

GMR Infrastructure (Cyprus) Limited

20 Going concern

These financial statements have been prepared on a going concern basis which assumes that

a)The company will continue operating for the foreseeable future and b) In the long term the investment the company has made into group companies is recoverable and the carrying value in the balance sheet is a fair value of the investment

The Company owns 100 of GMR Infrastructure (Global) Limited which in its turn owns 100 of GMR Energy (Global) Limited GMR Energys investment by way of debentures in GMR Holding (Malta) Limited is part of the groups acquisition of InterGen NV GMR Holding (Malta) Limiteds non statutory consolidated financial statements for the period ended 31st December 2009 show a loss of USD1309 million (31 March 2009 - USD 546 million) and its total liabilities exceeded total assets by USD 1593 million (31 March 2009 - USD 622 million) This loss was due to a share of the losses of InterGen NV of USD 775 million as well as finance costs of $517 million

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 wi 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 ICICl Bank pic which amounted to USD 1107 million A syndicated loan of USD 8369 mllion 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 mimon has already been paid to Axis Bank Limited funded by a share subscription 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 GMR Infrastructure Limited an Indian listed company

It is believed that with the continued support of its shareholders the necessary funding to achieve InterGen NVs plans is in place and to this end GMR Private Holdings limited the ultimate parent company of GMR Infrastructure Limited GMR Infrastructure (Cyprus) 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 at group level 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 NVs management are confident that positive cash flows will be achieved However there can be no guarantee that the long term results will improve and should the positive cash flows not be achieved a reduction in the carrying value of the debentures and accrued interest would be required

In view of the above in particular the guarantees given by both GMR Infrastructure Limited and GMR Private Holdings Limited the directors consider it appropriate to prepare the accounts on the going concern basis although a material uncertainty exists to the Companys ability to continue as a going concern

(25)

GMR Infrastructure (Cyprus) Limited

Additional information to the income statement

Analysis of expenses for the year ended 31 March 2010

Administrative expenses Auditors remuneration Accounting fees Legal fees Directors fees Secretarial fees Registered office fees Legalisation of documents Telephone telexes and facsimiles Printing and stationery Translation expenses Taxes and licences Non-recoverable VAT Bank charges Sundry expenses

2010 US$

6787 45919

3798 18S8

743 502 219

849

635 9159 3739

10

As restated 2009 US$

3000 23952

1255 501 449 a96 621

1710 65

604 5086 2815

24

74218 40978

(27)

Page 9: Report on the Financial Statements Board of Directors ...... · March 2010, and the statements of income, comprehensive income, changes in equity and cash flows for the year then

2

GMR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Basis of preparation (continued)

The European Commission has concluded that since parent companies are required by the EU 4th Directive to prepare their separate financial statements and since the Companies Law Cap113 requires the preparation of such financial statements in accordance with IFRS as adopted by the EU the provisions in lAS 27 middotConsolidated and Separate Financial Statementsn requiring the preparation of consolidated financial statements in accordance with IFRS do not apply

The financial statements have been prepared under the historical cost convention

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires management to exercise Its judgment in the process of applying the Companys accounting policies The areas involving a higher degree of judgment or complexity or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4

Adoption of new and revised IFRSs

During the current year the Company adopted all the new and revised International Financial Reporting Standards (lFRS) that are relevant to its operations and are effective for accounting periods beginning on 1 April 2009 This adoption did not have a material effect on the accounting poliCies of the Company with the exception of the following

(i) lAS 1 (revised) Presentation of financial statements as a result of the adoption of which the Company presents in the statement of changes in equity all owner changes in equity whereas all non-owner changes in equity are presented in the statement of comprehensive income Comparatlve information has been reshypresented so that it is also in conformity with the revised standard The change in the accounting policy impacts only presentation aspects

(ii) IFRS 7 Financial Instruments-Disclosures (amendment) as a result of the adoption of which the Company provides additional disclosures in relation to the fair value measurements of its financial instruments by level of a fair value measurement hierarchy

At the date of approval of these financial statements standards and interpretations were issued by the International Accounting Standards Board which were not yet effective Some of them were adopted by the European Union and others not yet The Board of Directors expects that the adoption of these financial reporting standards in future periods will not have a matena effect on the financial statements of the Company

Revenue recognition

The Company recognises revenue when the amount of revenue can be reliably estimated it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Companys activities as described below

(12)

2

GNIR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Revenue recognition (continued)

(I) Interest income

Interest income is recognised on a time proportion basis using the effective interest method When a loan or receivable is impaired the Company reduces the carrying amount to its recoverable amount being the estimated future cash flows discounted at the original effective interest rate of the instrument and continues unwinding the discount as interest income Interest income on impaired loans anG receivables are recognised using the original effective interest rate

Foreign currency translation

(i) Functional and presentation currency

Items included in the Companys financial statements are measured using the currency of the primary economic environment in which the entity operates (the functional currency) The financial statements are presented in US dollars (US$) which is the Companys functional and presentation currency In 2009 the Directors of the Company decided to change the functional and presentation currency from the Euro (EUR) to US Doflars (USD) as they were of the opinion thaZ is the currency that best reflects the primary economic environment in which the entity operates The change in the currency was accounted for in accordance with the requirements of lAS 8 Accounting Policies Changes in Accounting Estimate~ and Errors The impact of the change on these financial statements is summarised in Note 16

(Ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where iterim are re-measured Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement

Tax

The tax expense for the period comprises current and deferred tax Tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity In this case the tax is also recognised in OIlEif

comprehensive income or directly in equity respectively

(13)

2

GMR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Tax (continued)

Deferred income tax is recognised using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements However the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of transaction affects neither accounting nor taxable profit or loss Deferred income tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled

Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised

Financial assets

(i) Classification

The Company classifies its financial assets in loans and receivables The classification depends on the purpose for which the financial assets were acquired Management determines the classification of financial assets at initial recognition

~ Loans and receivables

Loans and receivables are non derivative financial assets with fixed or determinable payments that are not quoted in an active market and for which there is no intention of trading the receivable They are included in current assets except for maturities greater than twelve months after the balance sheet date These are classified as non current assets The Companys loans and receivables comprise trade and other receivables and cash and cash equivalents in the balance sheet

Subsidiaries at cost

Subsidiaries are all entities (including special purpose entities) over which the Company has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights The Company carries the investments in subsidiaries at cost less any impairment in its separate financial statements

Receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision for impairment

(14)

GMR Infrastructure (Cyprus) Limited

2 Summary of significant accounting policies (continued)

Share capital

Ordinary shares are classified as equity

incremental costs directly attributable to the issue of new shares are shown in equity as a deduction net of tax from the proceeds

Any excess of the fair value of consideration received over the par value of shares issued is recognised as share premium

Borrowings

Borrowings are recognised initially at fair value net of transaction costs incurred Borrowings are subsequently stated at amortised cost Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the incomE statement over the period of the borrowings using the effective interest method unless they are directly attributable to the acquisition construction or production of a qualifying asset in which case they are capitalised as part of the cost of that asset

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date

PayabJes

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method

Cash and cash equivalents

Cash and cash equivalents include cash in hand deposits held at call with banks and bank overdrafts In the balance sheet bank overdrafts are shown within borrowings in current liab1lities

Comparatives

Where necessary comparative figures have been adjusted to conform with changes in presentation in the current year

3 Financiai risk management

0) Financial risk factors

The Companys activities expose it to a variety of financial risks market risk (including cash flow interest rate risk) credit risk and liquidity risk

~ ~ t -

3

GMR Infrastructure (Cyprus) Limited

Financial risk management (continued)

(i) Financial risk factors (continued)

The Company does not have a formal risk management policy programme Instead the succeptibility of the Companys to financial risks such as cash flow interest rate risk credit risk and liquidity risk is monitored as part of its daily management of the business

bull Market risk

Cash flow and fair value interest rate risk

As the Company has no significant interest~bearing assets the Companys income and operating cash flows are substantially independent of changes in market interest rates

The Companys management monitors the interest rate fluctuations on a continuous basis and acts accordingly

Credit risk

Credit risk arises from cash and cash equivalents and deposits with banks

For banks and financial institutions only independently rated parties with a minimum rating of A and B are accepted

The table below shows the balance held with the two banks at the balance sheet date

31 March 2010

Rating Balance US$

Barclays PLC EFG Eurobank Ergasias SA

Aa3 Baa3

3429 48840736

48844165

liquidity risk

The table below analyses the Companys financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date The amounts disclosed in the table are the contractual undiscounted cash flows Balances due within 12 months equal their carrying balances as the impact of discounting is not significant

(16)

GMR Infrastructure (Cyprus) Limited

3 Financial risk management (continued)

(i) Financial risk factors (continued)

Less than 1 year US$

At 31 March 2009 Payables 128859041 Current Income Tax liabilities 2582

128861623

Less than 1 year US$

At 31 March 2010 Borrowings 30499011 Payables 204225148 Current Income Tax liabilities 2582

234726741

Management does not have a formal policy for rnanaging IiquKllllil risk

(ii) Capital risk management

The capital as defined by management at 31 March 20 was as fOlO~IlmiddotS

As restated 201~ 2009 US$ US$

Total borrowings (Note 17) 30499011 Less cash and cash equivalents (Note 14) 488441G~ (69942)

Net debt (18345154) (69942)

Total equity 1 O2289lpound

Total capita as defined by management (811621~f 9841620

Gearing ratio NA

4 Critical accounting estimates and judgements

Estimates and judgements are continuaily evaluated and are based on historicd experience and other factors including expectations of future events that are bieved to be reasonable under the circumstances

(7)

4

GMR Infrastructure (Cyprus) Limited

Critical accounting estimates and judgements (continued)

bull Income taxes

Significant judgment is required in determining the provision for income taxes There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due Where the final tax outcome of these matters is different from the amounts that were initially recorded such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made

Functional Currency

The Company has determined the currency of its primary economic environment to be the US dollars in accordance with the requirements of lAS 21 The effects of changes in foreign exchange rates The Companys rationale for this conclusion was based on the requirements of lAS 21 in paragraphs 9 10 and 11 The primary indicators envisaged by lAS 21 indicate towards the USD as it is the currency that most faithfully represents the economic effects of its underlying transactions events and conditions

(i) Critical judgements in applying the Companys accounting policies

$ Related party transactions

In the normal course of the business the Company enters into transactions with its related parties Judgement is applied in determining if transactions are priced at market or non-market rates where there is no active market for such transactions

Impairment of investments

The Company follows the guidance of lAS 36 for subsidiaries on determining when an investment is other-than-temporarily impaired This determination required significant judgement especially for unquoted investments In making this judgement the Company evaluates among other factors the duration and extent to which the fair value of an investment is less than its cost and the financial health and near-term business outlook for the investee based primarily on the current financial statement of the companies concerned

At the end of the period the Companys management have concluded that the investments are not impaired

(18)

GMR Infrastructure (Cyprus) limited

5 Other income

Interest income Bank balances

Expenses by nature

Auditors remuneration Other expenses Photocopies Printing ampStationary Telephones amp Faxes Accounting and Administrative Fees Legal Fees Secretarial Fees Bank signatory fees Registered office fees Legalization of documents Professional tax Transation fees Bank charges Unrecoverable VAT Directors Fees (Note 19(iraquo

Total expenses

7 Finance costs

Interest expense Bank borrowings Loans from related parties (Note 19(iii))

Net foreign exchange transaction loss

Tax

Current tax charge Defence contribution

Income tax expense

As restated 2010 2009 US$ US$

1182431 8750

As restated 201(1 2009 US$ US$

6787 3000 10 24

849 1710 621

45918 23952 3798

743 372 502 279 635

3366 9159

74278

As restated 2010 2009 US$ US$

7 499011

173523- 657365

672534 657372

2010 US$

As restated 2009 US$

2847

(19)

2847

GMR Infrastructure (Cyprus) Limited

8 Tax (continued)

The tax on the Companys profitf(loss) before tax differs from the theoretical amount that would arise using the applicable tax rate as follows

As restated 2010 2009 US$ US$

Profit(loss) before tax 435619 (689600)

Tax calculated at the applicable corporation tax rate of 10 43562 (68960) Tax effect of expenses not deductible for tax purposes 25213 Tax effect of allowances and income not subject to tax (118243) (17045) Special contribution for defence 118243 2847 Tax effect of tax losses for which no deferred tax asset was recognised 74681 60792

Income tax charge 118243 2847

The Com pany is subject to corporation tax on taxable profits at the rate of 10

Under certain conditions interest may be subject to defence contribution at the rate of 10 In such cases 50 of the same interest will be exempt from corporation tax thus having an effective tax rate burden of approximately 15

From 1 January 2009 onwards under certain conditions interest may be exempt from income tax and only subject to defence contribution at the rate of 10

In certain cases dividends received from abroad may be subject to defence contribution at the rate of 15

Deferred tax asset on the Companys tax losses was not recognised since no reliable estimate can be made that future taxable profits will be available against which temporary tax differences could be utilised At 31 March 2010 the tax losses carried forward for which deferred tax asset was not recognised amounted to $1575719

9 Financial instruments by category

Loans and receivables Total

US$ US$ 31 March 2009 Assets as per balance sheet Receivables from related party 1830 1830 Cash at bank 69942 69942

Total 71772 71772

Other finandal iabilities Tota

US$ USS Liabilities as per balance sheet Payables to related party 128847054 128847054 Other payabies 11987 11987

Total 128859041 128859041

Loans and receivables Total

USS USS 31 March 2010 Assets as per balance sheet Receivabies from related party CaSh at bank

1830 48844165

1830 48844165

Tota 48845995 48845995

(20)

GMR Infrastructure (Cyprus) Limited

9 Financial instruments by category (continued)

Other financial liabilities Total

US$ US$ Liabilities as ~r balance sheet Borrowings 3049901 30499011 Payables to related party 204214755 204214755 other payables _____1~0~3~~ _____1~O~39=2

234724158 234724158Total

10 Credit quality of financial assets

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates

As restated 2010 2009 US$ US$

Receivables from subsidiary 1830 1830

As restated 2010 2009 US$ US$

Cash at bank and shortmiddotterm bank deposits

Aa3 3429 69942

BaaS 48840736

48844165 69942

11 Investments in subsidiaries

As restated 2010 2009 US$ US$

At beginning of year 138700000 4759 Additions 57408174 138700000 Disposals (4759)

At end of year 196108174 138700000

The Companys interests in its subsidiaries all of which are unlisted were as follows

As restated Country of 2QW 2009

Name Principal activity incorporation holding holding

GMR Infrastructure (Global) Explore opportunities in the Isle of Man 1001~) 100 Limited infrastructure sector

across the world

During the year GMR Infrastructure (Global) has issued an additional 57408174 shares of USD 1 each to the Company for a totai contribution of $57408174

(21 )

GMR Infrastructure (Cyprus) Linlited

12 Change in functional and presentation currency

In 2009 the Directors of the Company decided to change the functional and presentation currency of the Company from the Euro (EUR) to US Dollars (USD) as they were of the opinion that it is the currency that best reflects the primary economic environment in which the entity operates The change in the functional and presentation currency from Euro to US dollars was accounted in accordance with the requirements of lAS 21 The effects of Changes in Foreign Exchange Rates and the requirements of lAS 8 Accounting Policies Changes in Accounting Estimates and Errors The impact of the change was accounted retrospectively as per the requirements of lAS 8 and the effect on the income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

13 Receivables

2010 US$

As restated 2009 US$

ReceiPrepa

vables from subsidiaries (Note 19(ii) yments

1630 1508

3338

1830 1412

The fair values of receivables approximate their carrying amounts at the balance sheet date

The maximum exposure to credit risk at the balance sheet date is the carrying value of each class of receivable mentioned above The Company does not hold any collateral as security

14 Cash and cash equivalents

As restated 2010 2009 US$ US$

Cash at bank 3429 69942 Short-term bank deposits 48840736

48844165 69942

Cash and cash equivalents include the following for the purposes of the statement of cash flows

As restated 2010 2009 US$ US$

Cash and cash equivalents 48844165 69942

48844165 69942

(22)

GMR Infrastructure (Cyprus) Limited

15 Share capital and share premium

Share Share capital premium Total

US$ US$ USS

At 1 April 2008 4740 867490 872230 Issue of shares 1582 9748419 9750001

At 31 March 2009[1 April 2009 6322 10615909 10622231

At 31 March 2010 6322 10615909 10622231

16 Prior year adjustment

On 1 April 2009 the Companys equity has been restated for the following prior year error

bull As per the requirements of lAS 21 The Effects of Changes in Foreign Exchange Rates the Company should have selected the US Dollars (USD) as its functional currency which is the currency that best reflects the primary economic environment in which the Company operates from 1 April 2008 Up to 31 March 2009 the Company was using the Euro as its functional currency The impact of the change was accounted retrospectively as per the reqUirements of lAS 8 and the effect on the bull income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

17 Borrowings

As restated 2010 2008 US$ USS

Current Borrowings from related parties (Note 19(iiiraquo 30499011 shy===

The loan and interest accrued are repayable on an annual basis by August 2010

The carrying amounts of borrowings approximate their fair value

The carrying amounts of the Companys borrowings are denominated in the following currencies

As restated 2010 2009 US$ US$

30499011JS Dollar

GMR Infrastructure (Cyprus) Limited

18 Trade and other payables

2010 US$

As restated 2009 US$

PayabOther

les to related parties (Note 19(ii)) payables

204214755 10391

204225146

128847054 11986

128859040

The fair value of trade and other payables which are due within one year approximates their carrying amount at the balance sheet date

19 Related party transactions

The Company is controlled by GMR Infrastructure (Mauritius) Limited incorporated in Mauritius which owns 100 of the Companys shares The Companys ultimate controlling company is GMR Holdings Private and the ultimate controlling party is Mallika~una Rao Gandhi

The following transactions were carried out with related parties

(i) Directors remuneration

The total remuneration of the Directors was as follows

As restated 2010 2009 US$ US$

Fees 1858

(ii) Yearwend balances arising from financing activities

As restated 2010 2009 US$ US$

Receivable from related parties (Note 13)

Receivables from subsidiary 1830 1830

Payable to related parties (Note 18) Payable to parent 204214755 128847054

The above balances bear no interest and are repayable on demand

(iii) Borrowings from related parties

As restated 2010 2009 US$ US$

Borrowings from related party At beginning of year Loans advanced during year 30000000 Interest charged (Note 7) 499011

At end of year (Note 17) 30499JH 1

The above borrowing was provided with interest and is repayable within one year

(24)

GMR Infrastructure (Cyprus) Limited

20 Going concern

These financial statements have been prepared on a going concern basis which assumes that

a)The company will continue operating for the foreseeable future and b) In the long term the investment the company has made into group companies is recoverable and the carrying value in the balance sheet is a fair value of the investment

The Company owns 100 of GMR Infrastructure (Global) Limited which in its turn owns 100 of GMR Energy (Global) Limited GMR Energys investment by way of debentures in GMR Holding (Malta) Limited is part of the groups acquisition of InterGen NV GMR Holding (Malta) Limiteds non statutory consolidated financial statements for the period ended 31st December 2009 show a loss of USD1309 million (31 March 2009 - USD 546 million) and its total liabilities exceeded total assets by USD 1593 million (31 March 2009 - USD 622 million) This loss was due to a share of the losses of InterGen NV of USD 775 million as well as finance costs of $517 million

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 wi 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 ICICl Bank pic which amounted to USD 1107 million A syndicated loan of USD 8369 mllion 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 mimon has already been paid to Axis Bank Limited funded by a share subscription 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 GMR Infrastructure Limited an Indian listed company

It is believed that with the continued support of its shareholders the necessary funding to achieve InterGen NVs plans is in place and to this end GMR Private Holdings limited the ultimate parent company of GMR Infrastructure Limited GMR Infrastructure (Cyprus) 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 at group level 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 NVs management are confident that positive cash flows will be achieved However there can be no guarantee that the long term results will improve and should the positive cash flows not be achieved a reduction in the carrying value of the debentures and accrued interest would be required

In view of the above in particular the guarantees given by both GMR Infrastructure Limited and GMR Private Holdings Limited the directors consider it appropriate to prepare the accounts on the going concern basis although a material uncertainty exists to the Companys ability to continue as a going concern

(25)

GMR Infrastructure (Cyprus) Limited

Additional information to the income statement

Analysis of expenses for the year ended 31 March 2010

Administrative expenses Auditors remuneration Accounting fees Legal fees Directors fees Secretarial fees Registered office fees Legalisation of documents Telephone telexes and facsimiles Printing and stationery Translation expenses Taxes and licences Non-recoverable VAT Bank charges Sundry expenses

2010 US$

6787 45919

3798 18S8

743 502 219

849

635 9159 3739

10

As restated 2009 US$

3000 23952

1255 501 449 a96 621

1710 65

604 5086 2815

24

74218 40978

(27)

Page 10: Report on the Financial Statements Board of Directors ...... · March 2010, and the statements of income, comprehensive income, changes in equity and cash flows for the year then

2

GNIR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Revenue recognition (continued)

(I) Interest income

Interest income is recognised on a time proportion basis using the effective interest method When a loan or receivable is impaired the Company reduces the carrying amount to its recoverable amount being the estimated future cash flows discounted at the original effective interest rate of the instrument and continues unwinding the discount as interest income Interest income on impaired loans anG receivables are recognised using the original effective interest rate

Foreign currency translation

(i) Functional and presentation currency

Items included in the Companys financial statements are measured using the currency of the primary economic environment in which the entity operates (the functional currency) The financial statements are presented in US dollars (US$) which is the Companys functional and presentation currency In 2009 the Directors of the Company decided to change the functional and presentation currency from the Euro (EUR) to US Doflars (USD) as they were of the opinion thaZ is the currency that best reflects the primary economic environment in which the entity operates The change in the currency was accounted for in accordance with the requirements of lAS 8 Accounting Policies Changes in Accounting Estimate~ and Errors The impact of the change on these financial statements is summarised in Note 16

(Ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where iterim are re-measured Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement

Tax

The tax expense for the period comprises current and deferred tax Tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity In this case the tax is also recognised in OIlEif

comprehensive income or directly in equity respectively

(13)

2

GMR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Tax (continued)

Deferred income tax is recognised using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements However the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of transaction affects neither accounting nor taxable profit or loss Deferred income tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled

Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised

Financial assets

(i) Classification

The Company classifies its financial assets in loans and receivables The classification depends on the purpose for which the financial assets were acquired Management determines the classification of financial assets at initial recognition

~ Loans and receivables

Loans and receivables are non derivative financial assets with fixed or determinable payments that are not quoted in an active market and for which there is no intention of trading the receivable They are included in current assets except for maturities greater than twelve months after the balance sheet date These are classified as non current assets The Companys loans and receivables comprise trade and other receivables and cash and cash equivalents in the balance sheet

Subsidiaries at cost

Subsidiaries are all entities (including special purpose entities) over which the Company has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights The Company carries the investments in subsidiaries at cost less any impairment in its separate financial statements

Receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision for impairment

(14)

GMR Infrastructure (Cyprus) Limited

2 Summary of significant accounting policies (continued)

Share capital

Ordinary shares are classified as equity

incremental costs directly attributable to the issue of new shares are shown in equity as a deduction net of tax from the proceeds

Any excess of the fair value of consideration received over the par value of shares issued is recognised as share premium

Borrowings

Borrowings are recognised initially at fair value net of transaction costs incurred Borrowings are subsequently stated at amortised cost Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the incomE statement over the period of the borrowings using the effective interest method unless they are directly attributable to the acquisition construction or production of a qualifying asset in which case they are capitalised as part of the cost of that asset

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date

PayabJes

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method

Cash and cash equivalents

Cash and cash equivalents include cash in hand deposits held at call with banks and bank overdrafts In the balance sheet bank overdrafts are shown within borrowings in current liab1lities

Comparatives

Where necessary comparative figures have been adjusted to conform with changes in presentation in the current year

3 Financiai risk management

0) Financial risk factors

The Companys activities expose it to a variety of financial risks market risk (including cash flow interest rate risk) credit risk and liquidity risk

~ ~ t -

3

GMR Infrastructure (Cyprus) Limited

Financial risk management (continued)

(i) Financial risk factors (continued)

The Company does not have a formal risk management policy programme Instead the succeptibility of the Companys to financial risks such as cash flow interest rate risk credit risk and liquidity risk is monitored as part of its daily management of the business

bull Market risk

Cash flow and fair value interest rate risk

As the Company has no significant interest~bearing assets the Companys income and operating cash flows are substantially independent of changes in market interest rates

The Companys management monitors the interest rate fluctuations on a continuous basis and acts accordingly

Credit risk

Credit risk arises from cash and cash equivalents and deposits with banks

For banks and financial institutions only independently rated parties with a minimum rating of A and B are accepted

The table below shows the balance held with the two banks at the balance sheet date

31 March 2010

Rating Balance US$

Barclays PLC EFG Eurobank Ergasias SA

Aa3 Baa3

3429 48840736

48844165

liquidity risk

The table below analyses the Companys financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date The amounts disclosed in the table are the contractual undiscounted cash flows Balances due within 12 months equal their carrying balances as the impact of discounting is not significant

(16)

GMR Infrastructure (Cyprus) Limited

3 Financial risk management (continued)

(i) Financial risk factors (continued)

Less than 1 year US$

At 31 March 2009 Payables 128859041 Current Income Tax liabilities 2582

128861623

Less than 1 year US$

At 31 March 2010 Borrowings 30499011 Payables 204225148 Current Income Tax liabilities 2582

234726741

Management does not have a formal policy for rnanaging IiquKllllil risk

(ii) Capital risk management

The capital as defined by management at 31 March 20 was as fOlO~IlmiddotS

As restated 201~ 2009 US$ US$

Total borrowings (Note 17) 30499011 Less cash and cash equivalents (Note 14) 488441G~ (69942)

Net debt (18345154) (69942)

Total equity 1 O2289lpound

Total capita as defined by management (811621~f 9841620

Gearing ratio NA

4 Critical accounting estimates and judgements

Estimates and judgements are continuaily evaluated and are based on historicd experience and other factors including expectations of future events that are bieved to be reasonable under the circumstances

(7)

4

GMR Infrastructure (Cyprus) Limited

Critical accounting estimates and judgements (continued)

bull Income taxes

Significant judgment is required in determining the provision for income taxes There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due Where the final tax outcome of these matters is different from the amounts that were initially recorded such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made

Functional Currency

The Company has determined the currency of its primary economic environment to be the US dollars in accordance with the requirements of lAS 21 The effects of changes in foreign exchange rates The Companys rationale for this conclusion was based on the requirements of lAS 21 in paragraphs 9 10 and 11 The primary indicators envisaged by lAS 21 indicate towards the USD as it is the currency that most faithfully represents the economic effects of its underlying transactions events and conditions

(i) Critical judgements in applying the Companys accounting policies

$ Related party transactions

In the normal course of the business the Company enters into transactions with its related parties Judgement is applied in determining if transactions are priced at market or non-market rates where there is no active market for such transactions

Impairment of investments

The Company follows the guidance of lAS 36 for subsidiaries on determining when an investment is other-than-temporarily impaired This determination required significant judgement especially for unquoted investments In making this judgement the Company evaluates among other factors the duration and extent to which the fair value of an investment is less than its cost and the financial health and near-term business outlook for the investee based primarily on the current financial statement of the companies concerned

At the end of the period the Companys management have concluded that the investments are not impaired

(18)

GMR Infrastructure (Cyprus) limited

5 Other income

Interest income Bank balances

Expenses by nature

Auditors remuneration Other expenses Photocopies Printing ampStationary Telephones amp Faxes Accounting and Administrative Fees Legal Fees Secretarial Fees Bank signatory fees Registered office fees Legalization of documents Professional tax Transation fees Bank charges Unrecoverable VAT Directors Fees (Note 19(iraquo

Total expenses

7 Finance costs

Interest expense Bank borrowings Loans from related parties (Note 19(iii))

Net foreign exchange transaction loss

Tax

Current tax charge Defence contribution

Income tax expense

As restated 2010 2009 US$ US$

1182431 8750

As restated 201(1 2009 US$ US$

6787 3000 10 24

849 1710 621

45918 23952 3798

743 372 502 279 635

3366 9159

74278

As restated 2010 2009 US$ US$

7 499011

173523- 657365

672534 657372

2010 US$

As restated 2009 US$

2847

(19)

2847

GMR Infrastructure (Cyprus) Limited

8 Tax (continued)

The tax on the Companys profitf(loss) before tax differs from the theoretical amount that would arise using the applicable tax rate as follows

As restated 2010 2009 US$ US$

Profit(loss) before tax 435619 (689600)

Tax calculated at the applicable corporation tax rate of 10 43562 (68960) Tax effect of expenses not deductible for tax purposes 25213 Tax effect of allowances and income not subject to tax (118243) (17045) Special contribution for defence 118243 2847 Tax effect of tax losses for which no deferred tax asset was recognised 74681 60792

Income tax charge 118243 2847

The Com pany is subject to corporation tax on taxable profits at the rate of 10

Under certain conditions interest may be subject to defence contribution at the rate of 10 In such cases 50 of the same interest will be exempt from corporation tax thus having an effective tax rate burden of approximately 15

From 1 January 2009 onwards under certain conditions interest may be exempt from income tax and only subject to defence contribution at the rate of 10

In certain cases dividends received from abroad may be subject to defence contribution at the rate of 15

Deferred tax asset on the Companys tax losses was not recognised since no reliable estimate can be made that future taxable profits will be available against which temporary tax differences could be utilised At 31 March 2010 the tax losses carried forward for which deferred tax asset was not recognised amounted to $1575719

9 Financial instruments by category

Loans and receivables Total

US$ US$ 31 March 2009 Assets as per balance sheet Receivables from related party 1830 1830 Cash at bank 69942 69942

Total 71772 71772

Other finandal iabilities Tota

US$ USS Liabilities as per balance sheet Payables to related party 128847054 128847054 Other payabies 11987 11987

Total 128859041 128859041

Loans and receivables Total

USS USS 31 March 2010 Assets as per balance sheet Receivabies from related party CaSh at bank

1830 48844165

1830 48844165

Tota 48845995 48845995

(20)

GMR Infrastructure (Cyprus) Limited

9 Financial instruments by category (continued)

Other financial liabilities Total

US$ US$ Liabilities as ~r balance sheet Borrowings 3049901 30499011 Payables to related party 204214755 204214755 other payables _____1~0~3~~ _____1~O~39=2

234724158 234724158Total

10 Credit quality of financial assets

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates

As restated 2010 2009 US$ US$

Receivables from subsidiary 1830 1830

As restated 2010 2009 US$ US$

Cash at bank and shortmiddotterm bank deposits

Aa3 3429 69942

BaaS 48840736

48844165 69942

11 Investments in subsidiaries

As restated 2010 2009 US$ US$

At beginning of year 138700000 4759 Additions 57408174 138700000 Disposals (4759)

At end of year 196108174 138700000

The Companys interests in its subsidiaries all of which are unlisted were as follows

As restated Country of 2QW 2009

Name Principal activity incorporation holding holding

GMR Infrastructure (Global) Explore opportunities in the Isle of Man 1001~) 100 Limited infrastructure sector

across the world

During the year GMR Infrastructure (Global) has issued an additional 57408174 shares of USD 1 each to the Company for a totai contribution of $57408174

(21 )

GMR Infrastructure (Cyprus) Linlited

12 Change in functional and presentation currency

In 2009 the Directors of the Company decided to change the functional and presentation currency of the Company from the Euro (EUR) to US Dollars (USD) as they were of the opinion that it is the currency that best reflects the primary economic environment in which the entity operates The change in the functional and presentation currency from Euro to US dollars was accounted in accordance with the requirements of lAS 21 The effects of Changes in Foreign Exchange Rates and the requirements of lAS 8 Accounting Policies Changes in Accounting Estimates and Errors The impact of the change was accounted retrospectively as per the requirements of lAS 8 and the effect on the income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

13 Receivables

2010 US$

As restated 2009 US$

ReceiPrepa

vables from subsidiaries (Note 19(ii) yments

1630 1508

3338

1830 1412

The fair values of receivables approximate their carrying amounts at the balance sheet date

The maximum exposure to credit risk at the balance sheet date is the carrying value of each class of receivable mentioned above The Company does not hold any collateral as security

14 Cash and cash equivalents

As restated 2010 2009 US$ US$

Cash at bank 3429 69942 Short-term bank deposits 48840736

48844165 69942

Cash and cash equivalents include the following for the purposes of the statement of cash flows

As restated 2010 2009 US$ US$

Cash and cash equivalents 48844165 69942

48844165 69942

(22)

GMR Infrastructure (Cyprus) Limited

15 Share capital and share premium

Share Share capital premium Total

US$ US$ USS

At 1 April 2008 4740 867490 872230 Issue of shares 1582 9748419 9750001

At 31 March 2009[1 April 2009 6322 10615909 10622231

At 31 March 2010 6322 10615909 10622231

16 Prior year adjustment

On 1 April 2009 the Companys equity has been restated for the following prior year error

bull As per the requirements of lAS 21 The Effects of Changes in Foreign Exchange Rates the Company should have selected the US Dollars (USD) as its functional currency which is the currency that best reflects the primary economic environment in which the Company operates from 1 April 2008 Up to 31 March 2009 the Company was using the Euro as its functional currency The impact of the change was accounted retrospectively as per the reqUirements of lAS 8 and the effect on the bull income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

17 Borrowings

As restated 2010 2008 US$ USS

Current Borrowings from related parties (Note 19(iiiraquo 30499011 shy===

The loan and interest accrued are repayable on an annual basis by August 2010

The carrying amounts of borrowings approximate their fair value

The carrying amounts of the Companys borrowings are denominated in the following currencies

As restated 2010 2009 US$ US$

30499011JS Dollar

GMR Infrastructure (Cyprus) Limited

18 Trade and other payables

2010 US$

As restated 2009 US$

PayabOther

les to related parties (Note 19(ii)) payables

204214755 10391

204225146

128847054 11986

128859040

The fair value of trade and other payables which are due within one year approximates their carrying amount at the balance sheet date

19 Related party transactions

The Company is controlled by GMR Infrastructure (Mauritius) Limited incorporated in Mauritius which owns 100 of the Companys shares The Companys ultimate controlling company is GMR Holdings Private and the ultimate controlling party is Mallika~una Rao Gandhi

The following transactions were carried out with related parties

(i) Directors remuneration

The total remuneration of the Directors was as follows

As restated 2010 2009 US$ US$

Fees 1858

(ii) Yearwend balances arising from financing activities

As restated 2010 2009 US$ US$

Receivable from related parties (Note 13)

Receivables from subsidiary 1830 1830

Payable to related parties (Note 18) Payable to parent 204214755 128847054

The above balances bear no interest and are repayable on demand

(iii) Borrowings from related parties

As restated 2010 2009 US$ US$

Borrowings from related party At beginning of year Loans advanced during year 30000000 Interest charged (Note 7) 499011

At end of year (Note 17) 30499JH 1

The above borrowing was provided with interest and is repayable within one year

(24)

GMR Infrastructure (Cyprus) Limited

20 Going concern

These financial statements have been prepared on a going concern basis which assumes that

a)The company will continue operating for the foreseeable future and b) In the long term the investment the company has made into group companies is recoverable and the carrying value in the balance sheet is a fair value of the investment

The Company owns 100 of GMR Infrastructure (Global) Limited which in its turn owns 100 of GMR Energy (Global) Limited GMR Energys investment by way of debentures in GMR Holding (Malta) Limited is part of the groups acquisition of InterGen NV GMR Holding (Malta) Limiteds non statutory consolidated financial statements for the period ended 31st December 2009 show a loss of USD1309 million (31 March 2009 - USD 546 million) and its total liabilities exceeded total assets by USD 1593 million (31 March 2009 - USD 622 million) This loss was due to a share of the losses of InterGen NV of USD 775 million as well as finance costs of $517 million

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 wi 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 ICICl Bank pic which amounted to USD 1107 million A syndicated loan of USD 8369 mllion 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 mimon has already been paid to Axis Bank Limited funded by a share subscription 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 GMR Infrastructure Limited an Indian listed company

It is believed that with the continued support of its shareholders the necessary funding to achieve InterGen NVs plans is in place and to this end GMR Private Holdings limited the ultimate parent company of GMR Infrastructure Limited GMR Infrastructure (Cyprus) 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 at group level 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 NVs management are confident that positive cash flows will be achieved However there can be no guarantee that the long term results will improve and should the positive cash flows not be achieved a reduction in the carrying value of the debentures and accrued interest would be required

In view of the above in particular the guarantees given by both GMR Infrastructure Limited and GMR Private Holdings Limited the directors consider it appropriate to prepare the accounts on the going concern basis although a material uncertainty exists to the Companys ability to continue as a going concern

(25)

GMR Infrastructure (Cyprus) Limited

Additional information to the income statement

Analysis of expenses for the year ended 31 March 2010

Administrative expenses Auditors remuneration Accounting fees Legal fees Directors fees Secretarial fees Registered office fees Legalisation of documents Telephone telexes and facsimiles Printing and stationery Translation expenses Taxes and licences Non-recoverable VAT Bank charges Sundry expenses

2010 US$

6787 45919

3798 18S8

743 502 219

849

635 9159 3739

10

As restated 2009 US$

3000 23952

1255 501 449 a96 621

1710 65

604 5086 2815

24

74218 40978

(27)

Page 11: Report on the Financial Statements Board of Directors ...... · March 2010, and the statements of income, comprehensive income, changes in equity and cash flows for the year then

2

GMR Infrastructure (Cyprus) Limited

Summary of significant accounting policies (continued)

Tax (continued)

Deferred income tax is recognised using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements However the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of transaction affects neither accounting nor taxable profit or loss Deferred income tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled

Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised

Financial assets

(i) Classification

The Company classifies its financial assets in loans and receivables The classification depends on the purpose for which the financial assets were acquired Management determines the classification of financial assets at initial recognition

~ Loans and receivables

Loans and receivables are non derivative financial assets with fixed or determinable payments that are not quoted in an active market and for which there is no intention of trading the receivable They are included in current assets except for maturities greater than twelve months after the balance sheet date These are classified as non current assets The Companys loans and receivables comprise trade and other receivables and cash and cash equivalents in the balance sheet

Subsidiaries at cost

Subsidiaries are all entities (including special purpose entities) over which the Company has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights The Company carries the investments in subsidiaries at cost less any impairment in its separate financial statements

Receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision for impairment

(14)

GMR Infrastructure (Cyprus) Limited

2 Summary of significant accounting policies (continued)

Share capital

Ordinary shares are classified as equity

incremental costs directly attributable to the issue of new shares are shown in equity as a deduction net of tax from the proceeds

Any excess of the fair value of consideration received over the par value of shares issued is recognised as share premium

Borrowings

Borrowings are recognised initially at fair value net of transaction costs incurred Borrowings are subsequently stated at amortised cost Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the incomE statement over the period of the borrowings using the effective interest method unless they are directly attributable to the acquisition construction or production of a qualifying asset in which case they are capitalised as part of the cost of that asset

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date

PayabJes

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method

Cash and cash equivalents

Cash and cash equivalents include cash in hand deposits held at call with banks and bank overdrafts In the balance sheet bank overdrafts are shown within borrowings in current liab1lities

Comparatives

Where necessary comparative figures have been adjusted to conform with changes in presentation in the current year

3 Financiai risk management

0) Financial risk factors

The Companys activities expose it to a variety of financial risks market risk (including cash flow interest rate risk) credit risk and liquidity risk

~ ~ t -

3

GMR Infrastructure (Cyprus) Limited

Financial risk management (continued)

(i) Financial risk factors (continued)

The Company does not have a formal risk management policy programme Instead the succeptibility of the Companys to financial risks such as cash flow interest rate risk credit risk and liquidity risk is monitored as part of its daily management of the business

bull Market risk

Cash flow and fair value interest rate risk

As the Company has no significant interest~bearing assets the Companys income and operating cash flows are substantially independent of changes in market interest rates

The Companys management monitors the interest rate fluctuations on a continuous basis and acts accordingly

Credit risk

Credit risk arises from cash and cash equivalents and deposits with banks

For banks and financial institutions only independently rated parties with a minimum rating of A and B are accepted

The table below shows the balance held with the two banks at the balance sheet date

31 March 2010

Rating Balance US$

Barclays PLC EFG Eurobank Ergasias SA

Aa3 Baa3

3429 48840736

48844165

liquidity risk

The table below analyses the Companys financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date The amounts disclosed in the table are the contractual undiscounted cash flows Balances due within 12 months equal their carrying balances as the impact of discounting is not significant

(16)

GMR Infrastructure (Cyprus) Limited

3 Financial risk management (continued)

(i) Financial risk factors (continued)

Less than 1 year US$

At 31 March 2009 Payables 128859041 Current Income Tax liabilities 2582

128861623

Less than 1 year US$

At 31 March 2010 Borrowings 30499011 Payables 204225148 Current Income Tax liabilities 2582

234726741

Management does not have a formal policy for rnanaging IiquKllllil risk

(ii) Capital risk management

The capital as defined by management at 31 March 20 was as fOlO~IlmiddotS

As restated 201~ 2009 US$ US$

Total borrowings (Note 17) 30499011 Less cash and cash equivalents (Note 14) 488441G~ (69942)

Net debt (18345154) (69942)

Total equity 1 O2289lpound

Total capita as defined by management (811621~f 9841620

Gearing ratio NA

4 Critical accounting estimates and judgements

Estimates and judgements are continuaily evaluated and are based on historicd experience and other factors including expectations of future events that are bieved to be reasonable under the circumstances

(7)

4

GMR Infrastructure (Cyprus) Limited

Critical accounting estimates and judgements (continued)

bull Income taxes

Significant judgment is required in determining the provision for income taxes There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due Where the final tax outcome of these matters is different from the amounts that were initially recorded such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made

Functional Currency

The Company has determined the currency of its primary economic environment to be the US dollars in accordance with the requirements of lAS 21 The effects of changes in foreign exchange rates The Companys rationale for this conclusion was based on the requirements of lAS 21 in paragraphs 9 10 and 11 The primary indicators envisaged by lAS 21 indicate towards the USD as it is the currency that most faithfully represents the economic effects of its underlying transactions events and conditions

(i) Critical judgements in applying the Companys accounting policies

$ Related party transactions

In the normal course of the business the Company enters into transactions with its related parties Judgement is applied in determining if transactions are priced at market or non-market rates where there is no active market for such transactions

Impairment of investments

The Company follows the guidance of lAS 36 for subsidiaries on determining when an investment is other-than-temporarily impaired This determination required significant judgement especially for unquoted investments In making this judgement the Company evaluates among other factors the duration and extent to which the fair value of an investment is less than its cost and the financial health and near-term business outlook for the investee based primarily on the current financial statement of the companies concerned

At the end of the period the Companys management have concluded that the investments are not impaired

(18)

GMR Infrastructure (Cyprus) limited

5 Other income

Interest income Bank balances

Expenses by nature

Auditors remuneration Other expenses Photocopies Printing ampStationary Telephones amp Faxes Accounting and Administrative Fees Legal Fees Secretarial Fees Bank signatory fees Registered office fees Legalization of documents Professional tax Transation fees Bank charges Unrecoverable VAT Directors Fees (Note 19(iraquo

Total expenses

7 Finance costs

Interest expense Bank borrowings Loans from related parties (Note 19(iii))

Net foreign exchange transaction loss

Tax

Current tax charge Defence contribution

Income tax expense

As restated 2010 2009 US$ US$

1182431 8750

As restated 201(1 2009 US$ US$

6787 3000 10 24

849 1710 621

45918 23952 3798

743 372 502 279 635

3366 9159

74278

As restated 2010 2009 US$ US$

7 499011

173523- 657365

672534 657372

2010 US$

As restated 2009 US$

2847

(19)

2847

GMR Infrastructure (Cyprus) Limited

8 Tax (continued)

The tax on the Companys profitf(loss) before tax differs from the theoretical amount that would arise using the applicable tax rate as follows

As restated 2010 2009 US$ US$

Profit(loss) before tax 435619 (689600)

Tax calculated at the applicable corporation tax rate of 10 43562 (68960) Tax effect of expenses not deductible for tax purposes 25213 Tax effect of allowances and income not subject to tax (118243) (17045) Special contribution for defence 118243 2847 Tax effect of tax losses for which no deferred tax asset was recognised 74681 60792

Income tax charge 118243 2847

The Com pany is subject to corporation tax on taxable profits at the rate of 10

Under certain conditions interest may be subject to defence contribution at the rate of 10 In such cases 50 of the same interest will be exempt from corporation tax thus having an effective tax rate burden of approximately 15

From 1 January 2009 onwards under certain conditions interest may be exempt from income tax and only subject to defence contribution at the rate of 10

In certain cases dividends received from abroad may be subject to defence contribution at the rate of 15

Deferred tax asset on the Companys tax losses was not recognised since no reliable estimate can be made that future taxable profits will be available against which temporary tax differences could be utilised At 31 March 2010 the tax losses carried forward for which deferred tax asset was not recognised amounted to $1575719

9 Financial instruments by category

Loans and receivables Total

US$ US$ 31 March 2009 Assets as per balance sheet Receivables from related party 1830 1830 Cash at bank 69942 69942

Total 71772 71772

Other finandal iabilities Tota

US$ USS Liabilities as per balance sheet Payables to related party 128847054 128847054 Other payabies 11987 11987

Total 128859041 128859041

Loans and receivables Total

USS USS 31 March 2010 Assets as per balance sheet Receivabies from related party CaSh at bank

1830 48844165

1830 48844165

Tota 48845995 48845995

(20)

GMR Infrastructure (Cyprus) Limited

9 Financial instruments by category (continued)

Other financial liabilities Total

US$ US$ Liabilities as ~r balance sheet Borrowings 3049901 30499011 Payables to related party 204214755 204214755 other payables _____1~0~3~~ _____1~O~39=2

234724158 234724158Total

10 Credit quality of financial assets

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates

As restated 2010 2009 US$ US$

Receivables from subsidiary 1830 1830

As restated 2010 2009 US$ US$

Cash at bank and shortmiddotterm bank deposits

Aa3 3429 69942

BaaS 48840736

48844165 69942

11 Investments in subsidiaries

As restated 2010 2009 US$ US$

At beginning of year 138700000 4759 Additions 57408174 138700000 Disposals (4759)

At end of year 196108174 138700000

The Companys interests in its subsidiaries all of which are unlisted were as follows

As restated Country of 2QW 2009

Name Principal activity incorporation holding holding

GMR Infrastructure (Global) Explore opportunities in the Isle of Man 1001~) 100 Limited infrastructure sector

across the world

During the year GMR Infrastructure (Global) has issued an additional 57408174 shares of USD 1 each to the Company for a totai contribution of $57408174

(21 )

GMR Infrastructure (Cyprus) Linlited

12 Change in functional and presentation currency

In 2009 the Directors of the Company decided to change the functional and presentation currency of the Company from the Euro (EUR) to US Dollars (USD) as they were of the opinion that it is the currency that best reflects the primary economic environment in which the entity operates The change in the functional and presentation currency from Euro to US dollars was accounted in accordance with the requirements of lAS 21 The effects of Changes in Foreign Exchange Rates and the requirements of lAS 8 Accounting Policies Changes in Accounting Estimates and Errors The impact of the change was accounted retrospectively as per the requirements of lAS 8 and the effect on the income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

13 Receivables

2010 US$

As restated 2009 US$

ReceiPrepa

vables from subsidiaries (Note 19(ii) yments

1630 1508

3338

1830 1412

The fair values of receivables approximate their carrying amounts at the balance sheet date

The maximum exposure to credit risk at the balance sheet date is the carrying value of each class of receivable mentioned above The Company does not hold any collateral as security

14 Cash and cash equivalents

As restated 2010 2009 US$ US$

Cash at bank 3429 69942 Short-term bank deposits 48840736

48844165 69942

Cash and cash equivalents include the following for the purposes of the statement of cash flows

As restated 2010 2009 US$ US$

Cash and cash equivalents 48844165 69942

48844165 69942

(22)

GMR Infrastructure (Cyprus) Limited

15 Share capital and share premium

Share Share capital premium Total

US$ US$ USS

At 1 April 2008 4740 867490 872230 Issue of shares 1582 9748419 9750001

At 31 March 2009[1 April 2009 6322 10615909 10622231

At 31 March 2010 6322 10615909 10622231

16 Prior year adjustment

On 1 April 2009 the Companys equity has been restated for the following prior year error

bull As per the requirements of lAS 21 The Effects of Changes in Foreign Exchange Rates the Company should have selected the US Dollars (USD) as its functional currency which is the currency that best reflects the primary economic environment in which the Company operates from 1 April 2008 Up to 31 March 2009 the Company was using the Euro as its functional currency The impact of the change was accounted retrospectively as per the reqUirements of lAS 8 and the effect on the bull income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

17 Borrowings

As restated 2010 2008 US$ USS

Current Borrowings from related parties (Note 19(iiiraquo 30499011 shy===

The loan and interest accrued are repayable on an annual basis by August 2010

The carrying amounts of borrowings approximate their fair value

The carrying amounts of the Companys borrowings are denominated in the following currencies

As restated 2010 2009 US$ US$

30499011JS Dollar

GMR Infrastructure (Cyprus) Limited

18 Trade and other payables

2010 US$

As restated 2009 US$

PayabOther

les to related parties (Note 19(ii)) payables

204214755 10391

204225146

128847054 11986

128859040

The fair value of trade and other payables which are due within one year approximates their carrying amount at the balance sheet date

19 Related party transactions

The Company is controlled by GMR Infrastructure (Mauritius) Limited incorporated in Mauritius which owns 100 of the Companys shares The Companys ultimate controlling company is GMR Holdings Private and the ultimate controlling party is Mallika~una Rao Gandhi

The following transactions were carried out with related parties

(i) Directors remuneration

The total remuneration of the Directors was as follows

As restated 2010 2009 US$ US$

Fees 1858

(ii) Yearwend balances arising from financing activities

As restated 2010 2009 US$ US$

Receivable from related parties (Note 13)

Receivables from subsidiary 1830 1830

Payable to related parties (Note 18) Payable to parent 204214755 128847054

The above balances bear no interest and are repayable on demand

(iii) Borrowings from related parties

As restated 2010 2009 US$ US$

Borrowings from related party At beginning of year Loans advanced during year 30000000 Interest charged (Note 7) 499011

At end of year (Note 17) 30499JH 1

The above borrowing was provided with interest and is repayable within one year

(24)

GMR Infrastructure (Cyprus) Limited

20 Going concern

These financial statements have been prepared on a going concern basis which assumes that

a)The company will continue operating for the foreseeable future and b) In the long term the investment the company has made into group companies is recoverable and the carrying value in the balance sheet is a fair value of the investment

The Company owns 100 of GMR Infrastructure (Global) Limited which in its turn owns 100 of GMR Energy (Global) Limited GMR Energys investment by way of debentures in GMR Holding (Malta) Limited is part of the groups acquisition of InterGen NV GMR Holding (Malta) Limiteds non statutory consolidated financial statements for the period ended 31st December 2009 show a loss of USD1309 million (31 March 2009 - USD 546 million) and its total liabilities exceeded total assets by USD 1593 million (31 March 2009 - USD 622 million) This loss was due to a share of the losses of InterGen NV of USD 775 million as well as finance costs of $517 million

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 wi 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 ICICl Bank pic which amounted to USD 1107 million A syndicated loan of USD 8369 mllion 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 mimon has already been paid to Axis Bank Limited funded by a share subscription 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 GMR Infrastructure Limited an Indian listed company

It is believed that with the continued support of its shareholders the necessary funding to achieve InterGen NVs plans is in place and to this end GMR Private Holdings limited the ultimate parent company of GMR Infrastructure Limited GMR Infrastructure (Cyprus) 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 at group level 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 NVs management are confident that positive cash flows will be achieved However there can be no guarantee that the long term results will improve and should the positive cash flows not be achieved a reduction in the carrying value of the debentures and accrued interest would be required

In view of the above in particular the guarantees given by both GMR Infrastructure Limited and GMR Private Holdings Limited the directors consider it appropriate to prepare the accounts on the going concern basis although a material uncertainty exists to the Companys ability to continue as a going concern

(25)

GMR Infrastructure (Cyprus) Limited

Additional information to the income statement

Analysis of expenses for the year ended 31 March 2010

Administrative expenses Auditors remuneration Accounting fees Legal fees Directors fees Secretarial fees Registered office fees Legalisation of documents Telephone telexes and facsimiles Printing and stationery Translation expenses Taxes and licences Non-recoverable VAT Bank charges Sundry expenses

2010 US$

6787 45919

3798 18S8

743 502 219

849

635 9159 3739

10

As restated 2009 US$

3000 23952

1255 501 449 a96 621

1710 65

604 5086 2815

24

74218 40978

(27)

Page 12: Report on the Financial Statements Board of Directors ...... · March 2010, and the statements of income, comprehensive income, changes in equity and cash flows for the year then

GMR Infrastructure (Cyprus) Limited

2 Summary of significant accounting policies (continued)

Share capital

Ordinary shares are classified as equity

incremental costs directly attributable to the issue of new shares are shown in equity as a deduction net of tax from the proceeds

Any excess of the fair value of consideration received over the par value of shares issued is recognised as share premium

Borrowings

Borrowings are recognised initially at fair value net of transaction costs incurred Borrowings are subsequently stated at amortised cost Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the incomE statement over the period of the borrowings using the effective interest method unless they are directly attributable to the acquisition construction or production of a qualifying asset in which case they are capitalised as part of the cost of that asset

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date

PayabJes

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method

Cash and cash equivalents

Cash and cash equivalents include cash in hand deposits held at call with banks and bank overdrafts In the balance sheet bank overdrafts are shown within borrowings in current liab1lities

Comparatives

Where necessary comparative figures have been adjusted to conform with changes in presentation in the current year

3 Financiai risk management

0) Financial risk factors

The Companys activities expose it to a variety of financial risks market risk (including cash flow interest rate risk) credit risk and liquidity risk

~ ~ t -

3

GMR Infrastructure (Cyprus) Limited

Financial risk management (continued)

(i) Financial risk factors (continued)

The Company does not have a formal risk management policy programme Instead the succeptibility of the Companys to financial risks such as cash flow interest rate risk credit risk and liquidity risk is monitored as part of its daily management of the business

bull Market risk

Cash flow and fair value interest rate risk

As the Company has no significant interest~bearing assets the Companys income and operating cash flows are substantially independent of changes in market interest rates

The Companys management monitors the interest rate fluctuations on a continuous basis and acts accordingly

Credit risk

Credit risk arises from cash and cash equivalents and deposits with banks

For banks and financial institutions only independently rated parties with a minimum rating of A and B are accepted

The table below shows the balance held with the two banks at the balance sheet date

31 March 2010

Rating Balance US$

Barclays PLC EFG Eurobank Ergasias SA

Aa3 Baa3

3429 48840736

48844165

liquidity risk

The table below analyses the Companys financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date The amounts disclosed in the table are the contractual undiscounted cash flows Balances due within 12 months equal their carrying balances as the impact of discounting is not significant

(16)

GMR Infrastructure (Cyprus) Limited

3 Financial risk management (continued)

(i) Financial risk factors (continued)

Less than 1 year US$

At 31 March 2009 Payables 128859041 Current Income Tax liabilities 2582

128861623

Less than 1 year US$

At 31 March 2010 Borrowings 30499011 Payables 204225148 Current Income Tax liabilities 2582

234726741

Management does not have a formal policy for rnanaging IiquKllllil risk

(ii) Capital risk management

The capital as defined by management at 31 March 20 was as fOlO~IlmiddotS

As restated 201~ 2009 US$ US$

Total borrowings (Note 17) 30499011 Less cash and cash equivalents (Note 14) 488441G~ (69942)

Net debt (18345154) (69942)

Total equity 1 O2289lpound

Total capita as defined by management (811621~f 9841620

Gearing ratio NA

4 Critical accounting estimates and judgements

Estimates and judgements are continuaily evaluated and are based on historicd experience and other factors including expectations of future events that are bieved to be reasonable under the circumstances

(7)

4

GMR Infrastructure (Cyprus) Limited

Critical accounting estimates and judgements (continued)

bull Income taxes

Significant judgment is required in determining the provision for income taxes There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due Where the final tax outcome of these matters is different from the amounts that were initially recorded such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made

Functional Currency

The Company has determined the currency of its primary economic environment to be the US dollars in accordance with the requirements of lAS 21 The effects of changes in foreign exchange rates The Companys rationale for this conclusion was based on the requirements of lAS 21 in paragraphs 9 10 and 11 The primary indicators envisaged by lAS 21 indicate towards the USD as it is the currency that most faithfully represents the economic effects of its underlying transactions events and conditions

(i) Critical judgements in applying the Companys accounting policies

$ Related party transactions

In the normal course of the business the Company enters into transactions with its related parties Judgement is applied in determining if transactions are priced at market or non-market rates where there is no active market for such transactions

Impairment of investments

The Company follows the guidance of lAS 36 for subsidiaries on determining when an investment is other-than-temporarily impaired This determination required significant judgement especially for unquoted investments In making this judgement the Company evaluates among other factors the duration and extent to which the fair value of an investment is less than its cost and the financial health and near-term business outlook for the investee based primarily on the current financial statement of the companies concerned

At the end of the period the Companys management have concluded that the investments are not impaired

(18)

GMR Infrastructure (Cyprus) limited

5 Other income

Interest income Bank balances

Expenses by nature

Auditors remuneration Other expenses Photocopies Printing ampStationary Telephones amp Faxes Accounting and Administrative Fees Legal Fees Secretarial Fees Bank signatory fees Registered office fees Legalization of documents Professional tax Transation fees Bank charges Unrecoverable VAT Directors Fees (Note 19(iraquo

Total expenses

7 Finance costs

Interest expense Bank borrowings Loans from related parties (Note 19(iii))

Net foreign exchange transaction loss

Tax

Current tax charge Defence contribution

Income tax expense

As restated 2010 2009 US$ US$

1182431 8750

As restated 201(1 2009 US$ US$

6787 3000 10 24

849 1710 621

45918 23952 3798

743 372 502 279 635

3366 9159

74278

As restated 2010 2009 US$ US$

7 499011

173523- 657365

672534 657372

2010 US$

As restated 2009 US$

2847

(19)

2847

GMR Infrastructure (Cyprus) Limited

8 Tax (continued)

The tax on the Companys profitf(loss) before tax differs from the theoretical amount that would arise using the applicable tax rate as follows

As restated 2010 2009 US$ US$

Profit(loss) before tax 435619 (689600)

Tax calculated at the applicable corporation tax rate of 10 43562 (68960) Tax effect of expenses not deductible for tax purposes 25213 Tax effect of allowances and income not subject to tax (118243) (17045) Special contribution for defence 118243 2847 Tax effect of tax losses for which no deferred tax asset was recognised 74681 60792

Income tax charge 118243 2847

The Com pany is subject to corporation tax on taxable profits at the rate of 10

Under certain conditions interest may be subject to defence contribution at the rate of 10 In such cases 50 of the same interest will be exempt from corporation tax thus having an effective tax rate burden of approximately 15

From 1 January 2009 onwards under certain conditions interest may be exempt from income tax and only subject to defence contribution at the rate of 10

In certain cases dividends received from abroad may be subject to defence contribution at the rate of 15

Deferred tax asset on the Companys tax losses was not recognised since no reliable estimate can be made that future taxable profits will be available against which temporary tax differences could be utilised At 31 March 2010 the tax losses carried forward for which deferred tax asset was not recognised amounted to $1575719

9 Financial instruments by category

Loans and receivables Total

US$ US$ 31 March 2009 Assets as per balance sheet Receivables from related party 1830 1830 Cash at bank 69942 69942

Total 71772 71772

Other finandal iabilities Tota

US$ USS Liabilities as per balance sheet Payables to related party 128847054 128847054 Other payabies 11987 11987

Total 128859041 128859041

Loans and receivables Total

USS USS 31 March 2010 Assets as per balance sheet Receivabies from related party CaSh at bank

1830 48844165

1830 48844165

Tota 48845995 48845995

(20)

GMR Infrastructure (Cyprus) Limited

9 Financial instruments by category (continued)

Other financial liabilities Total

US$ US$ Liabilities as ~r balance sheet Borrowings 3049901 30499011 Payables to related party 204214755 204214755 other payables _____1~0~3~~ _____1~O~39=2

234724158 234724158Total

10 Credit quality of financial assets

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates

As restated 2010 2009 US$ US$

Receivables from subsidiary 1830 1830

As restated 2010 2009 US$ US$

Cash at bank and shortmiddotterm bank deposits

Aa3 3429 69942

BaaS 48840736

48844165 69942

11 Investments in subsidiaries

As restated 2010 2009 US$ US$

At beginning of year 138700000 4759 Additions 57408174 138700000 Disposals (4759)

At end of year 196108174 138700000

The Companys interests in its subsidiaries all of which are unlisted were as follows

As restated Country of 2QW 2009

Name Principal activity incorporation holding holding

GMR Infrastructure (Global) Explore opportunities in the Isle of Man 1001~) 100 Limited infrastructure sector

across the world

During the year GMR Infrastructure (Global) has issued an additional 57408174 shares of USD 1 each to the Company for a totai contribution of $57408174

(21 )

GMR Infrastructure (Cyprus) Linlited

12 Change in functional and presentation currency

In 2009 the Directors of the Company decided to change the functional and presentation currency of the Company from the Euro (EUR) to US Dollars (USD) as they were of the opinion that it is the currency that best reflects the primary economic environment in which the entity operates The change in the functional and presentation currency from Euro to US dollars was accounted in accordance with the requirements of lAS 21 The effects of Changes in Foreign Exchange Rates and the requirements of lAS 8 Accounting Policies Changes in Accounting Estimates and Errors The impact of the change was accounted retrospectively as per the requirements of lAS 8 and the effect on the income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

13 Receivables

2010 US$

As restated 2009 US$

ReceiPrepa

vables from subsidiaries (Note 19(ii) yments

1630 1508

3338

1830 1412

The fair values of receivables approximate their carrying amounts at the balance sheet date

The maximum exposure to credit risk at the balance sheet date is the carrying value of each class of receivable mentioned above The Company does not hold any collateral as security

14 Cash and cash equivalents

As restated 2010 2009 US$ US$

Cash at bank 3429 69942 Short-term bank deposits 48840736

48844165 69942

Cash and cash equivalents include the following for the purposes of the statement of cash flows

As restated 2010 2009 US$ US$

Cash and cash equivalents 48844165 69942

48844165 69942

(22)

GMR Infrastructure (Cyprus) Limited

15 Share capital and share premium

Share Share capital premium Total

US$ US$ USS

At 1 April 2008 4740 867490 872230 Issue of shares 1582 9748419 9750001

At 31 March 2009[1 April 2009 6322 10615909 10622231

At 31 March 2010 6322 10615909 10622231

16 Prior year adjustment

On 1 April 2009 the Companys equity has been restated for the following prior year error

bull As per the requirements of lAS 21 The Effects of Changes in Foreign Exchange Rates the Company should have selected the US Dollars (USD) as its functional currency which is the currency that best reflects the primary economic environment in which the Company operates from 1 April 2008 Up to 31 March 2009 the Company was using the Euro as its functional currency The impact of the change was accounted retrospectively as per the reqUirements of lAS 8 and the effect on the bull income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

17 Borrowings

As restated 2010 2008 US$ USS

Current Borrowings from related parties (Note 19(iiiraquo 30499011 shy===

The loan and interest accrued are repayable on an annual basis by August 2010

The carrying amounts of borrowings approximate their fair value

The carrying amounts of the Companys borrowings are denominated in the following currencies

As restated 2010 2009 US$ US$

30499011JS Dollar

GMR Infrastructure (Cyprus) Limited

18 Trade and other payables

2010 US$

As restated 2009 US$

PayabOther

les to related parties (Note 19(ii)) payables

204214755 10391

204225146

128847054 11986

128859040

The fair value of trade and other payables which are due within one year approximates their carrying amount at the balance sheet date

19 Related party transactions

The Company is controlled by GMR Infrastructure (Mauritius) Limited incorporated in Mauritius which owns 100 of the Companys shares The Companys ultimate controlling company is GMR Holdings Private and the ultimate controlling party is Mallika~una Rao Gandhi

The following transactions were carried out with related parties

(i) Directors remuneration

The total remuneration of the Directors was as follows

As restated 2010 2009 US$ US$

Fees 1858

(ii) Yearwend balances arising from financing activities

As restated 2010 2009 US$ US$

Receivable from related parties (Note 13)

Receivables from subsidiary 1830 1830

Payable to related parties (Note 18) Payable to parent 204214755 128847054

The above balances bear no interest and are repayable on demand

(iii) Borrowings from related parties

As restated 2010 2009 US$ US$

Borrowings from related party At beginning of year Loans advanced during year 30000000 Interest charged (Note 7) 499011

At end of year (Note 17) 30499JH 1

The above borrowing was provided with interest and is repayable within one year

(24)

GMR Infrastructure (Cyprus) Limited

20 Going concern

These financial statements have been prepared on a going concern basis which assumes that

a)The company will continue operating for the foreseeable future and b) In the long term the investment the company has made into group companies is recoverable and the carrying value in the balance sheet is a fair value of the investment

The Company owns 100 of GMR Infrastructure (Global) Limited which in its turn owns 100 of GMR Energy (Global) Limited GMR Energys investment by way of debentures in GMR Holding (Malta) Limited is part of the groups acquisition of InterGen NV GMR Holding (Malta) Limiteds non statutory consolidated financial statements for the period ended 31st December 2009 show a loss of USD1309 million (31 March 2009 - USD 546 million) and its total liabilities exceeded total assets by USD 1593 million (31 March 2009 - USD 622 million) This loss was due to a share of the losses of InterGen NV of USD 775 million as well as finance costs of $517 million

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 wi 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 ICICl Bank pic which amounted to USD 1107 million A syndicated loan of USD 8369 mllion 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 mimon has already been paid to Axis Bank Limited funded by a share subscription 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 GMR Infrastructure Limited an Indian listed company

It is believed that with the continued support of its shareholders the necessary funding to achieve InterGen NVs plans is in place and to this end GMR Private Holdings limited the ultimate parent company of GMR Infrastructure Limited GMR Infrastructure (Cyprus) 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 at group level 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 NVs management are confident that positive cash flows will be achieved However there can be no guarantee that the long term results will improve and should the positive cash flows not be achieved a reduction in the carrying value of the debentures and accrued interest would be required

In view of the above in particular the guarantees given by both GMR Infrastructure Limited and GMR Private Holdings Limited the directors consider it appropriate to prepare the accounts on the going concern basis although a material uncertainty exists to the Companys ability to continue as a going concern

(25)

GMR Infrastructure (Cyprus) Limited

Additional information to the income statement

Analysis of expenses for the year ended 31 March 2010

Administrative expenses Auditors remuneration Accounting fees Legal fees Directors fees Secretarial fees Registered office fees Legalisation of documents Telephone telexes and facsimiles Printing and stationery Translation expenses Taxes and licences Non-recoverable VAT Bank charges Sundry expenses

2010 US$

6787 45919

3798 18S8

743 502 219

849

635 9159 3739

10

As restated 2009 US$

3000 23952

1255 501 449 a96 621

1710 65

604 5086 2815

24

74218 40978

(27)

Page 13: Report on the Financial Statements Board of Directors ...... · March 2010, and the statements of income, comprehensive income, changes in equity and cash flows for the year then

3

GMR Infrastructure (Cyprus) Limited

Financial risk management (continued)

(i) Financial risk factors (continued)

The Company does not have a formal risk management policy programme Instead the succeptibility of the Companys to financial risks such as cash flow interest rate risk credit risk and liquidity risk is monitored as part of its daily management of the business

bull Market risk

Cash flow and fair value interest rate risk

As the Company has no significant interest~bearing assets the Companys income and operating cash flows are substantially independent of changes in market interest rates

The Companys management monitors the interest rate fluctuations on a continuous basis and acts accordingly

Credit risk

Credit risk arises from cash and cash equivalents and deposits with banks

For banks and financial institutions only independently rated parties with a minimum rating of A and B are accepted

The table below shows the balance held with the two banks at the balance sheet date

31 March 2010

Rating Balance US$

Barclays PLC EFG Eurobank Ergasias SA

Aa3 Baa3

3429 48840736

48844165

liquidity risk

The table below analyses the Companys financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date The amounts disclosed in the table are the contractual undiscounted cash flows Balances due within 12 months equal their carrying balances as the impact of discounting is not significant

(16)

GMR Infrastructure (Cyprus) Limited

3 Financial risk management (continued)

(i) Financial risk factors (continued)

Less than 1 year US$

At 31 March 2009 Payables 128859041 Current Income Tax liabilities 2582

128861623

Less than 1 year US$

At 31 March 2010 Borrowings 30499011 Payables 204225148 Current Income Tax liabilities 2582

234726741

Management does not have a formal policy for rnanaging IiquKllllil risk

(ii) Capital risk management

The capital as defined by management at 31 March 20 was as fOlO~IlmiddotS

As restated 201~ 2009 US$ US$

Total borrowings (Note 17) 30499011 Less cash and cash equivalents (Note 14) 488441G~ (69942)

Net debt (18345154) (69942)

Total equity 1 O2289lpound

Total capita as defined by management (811621~f 9841620

Gearing ratio NA

4 Critical accounting estimates and judgements

Estimates and judgements are continuaily evaluated and are based on historicd experience and other factors including expectations of future events that are bieved to be reasonable under the circumstances

(7)

4

GMR Infrastructure (Cyprus) Limited

Critical accounting estimates and judgements (continued)

bull Income taxes

Significant judgment is required in determining the provision for income taxes There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due Where the final tax outcome of these matters is different from the amounts that were initially recorded such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made

Functional Currency

The Company has determined the currency of its primary economic environment to be the US dollars in accordance with the requirements of lAS 21 The effects of changes in foreign exchange rates The Companys rationale for this conclusion was based on the requirements of lAS 21 in paragraphs 9 10 and 11 The primary indicators envisaged by lAS 21 indicate towards the USD as it is the currency that most faithfully represents the economic effects of its underlying transactions events and conditions

(i) Critical judgements in applying the Companys accounting policies

$ Related party transactions

In the normal course of the business the Company enters into transactions with its related parties Judgement is applied in determining if transactions are priced at market or non-market rates where there is no active market for such transactions

Impairment of investments

The Company follows the guidance of lAS 36 for subsidiaries on determining when an investment is other-than-temporarily impaired This determination required significant judgement especially for unquoted investments In making this judgement the Company evaluates among other factors the duration and extent to which the fair value of an investment is less than its cost and the financial health and near-term business outlook for the investee based primarily on the current financial statement of the companies concerned

At the end of the period the Companys management have concluded that the investments are not impaired

(18)

GMR Infrastructure (Cyprus) limited

5 Other income

Interest income Bank balances

Expenses by nature

Auditors remuneration Other expenses Photocopies Printing ampStationary Telephones amp Faxes Accounting and Administrative Fees Legal Fees Secretarial Fees Bank signatory fees Registered office fees Legalization of documents Professional tax Transation fees Bank charges Unrecoverable VAT Directors Fees (Note 19(iraquo

Total expenses

7 Finance costs

Interest expense Bank borrowings Loans from related parties (Note 19(iii))

Net foreign exchange transaction loss

Tax

Current tax charge Defence contribution

Income tax expense

As restated 2010 2009 US$ US$

1182431 8750

As restated 201(1 2009 US$ US$

6787 3000 10 24

849 1710 621

45918 23952 3798

743 372 502 279 635

3366 9159

74278

As restated 2010 2009 US$ US$

7 499011

173523- 657365

672534 657372

2010 US$

As restated 2009 US$

2847

(19)

2847

GMR Infrastructure (Cyprus) Limited

8 Tax (continued)

The tax on the Companys profitf(loss) before tax differs from the theoretical amount that would arise using the applicable tax rate as follows

As restated 2010 2009 US$ US$

Profit(loss) before tax 435619 (689600)

Tax calculated at the applicable corporation tax rate of 10 43562 (68960) Tax effect of expenses not deductible for tax purposes 25213 Tax effect of allowances and income not subject to tax (118243) (17045) Special contribution for defence 118243 2847 Tax effect of tax losses for which no deferred tax asset was recognised 74681 60792

Income tax charge 118243 2847

The Com pany is subject to corporation tax on taxable profits at the rate of 10

Under certain conditions interest may be subject to defence contribution at the rate of 10 In such cases 50 of the same interest will be exempt from corporation tax thus having an effective tax rate burden of approximately 15

From 1 January 2009 onwards under certain conditions interest may be exempt from income tax and only subject to defence contribution at the rate of 10

In certain cases dividends received from abroad may be subject to defence contribution at the rate of 15

Deferred tax asset on the Companys tax losses was not recognised since no reliable estimate can be made that future taxable profits will be available against which temporary tax differences could be utilised At 31 March 2010 the tax losses carried forward for which deferred tax asset was not recognised amounted to $1575719

9 Financial instruments by category

Loans and receivables Total

US$ US$ 31 March 2009 Assets as per balance sheet Receivables from related party 1830 1830 Cash at bank 69942 69942

Total 71772 71772

Other finandal iabilities Tota

US$ USS Liabilities as per balance sheet Payables to related party 128847054 128847054 Other payabies 11987 11987

Total 128859041 128859041

Loans and receivables Total

USS USS 31 March 2010 Assets as per balance sheet Receivabies from related party CaSh at bank

1830 48844165

1830 48844165

Tota 48845995 48845995

(20)

GMR Infrastructure (Cyprus) Limited

9 Financial instruments by category (continued)

Other financial liabilities Total

US$ US$ Liabilities as ~r balance sheet Borrowings 3049901 30499011 Payables to related party 204214755 204214755 other payables _____1~0~3~~ _____1~O~39=2

234724158 234724158Total

10 Credit quality of financial assets

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates

As restated 2010 2009 US$ US$

Receivables from subsidiary 1830 1830

As restated 2010 2009 US$ US$

Cash at bank and shortmiddotterm bank deposits

Aa3 3429 69942

BaaS 48840736

48844165 69942

11 Investments in subsidiaries

As restated 2010 2009 US$ US$

At beginning of year 138700000 4759 Additions 57408174 138700000 Disposals (4759)

At end of year 196108174 138700000

The Companys interests in its subsidiaries all of which are unlisted were as follows

As restated Country of 2QW 2009

Name Principal activity incorporation holding holding

GMR Infrastructure (Global) Explore opportunities in the Isle of Man 1001~) 100 Limited infrastructure sector

across the world

During the year GMR Infrastructure (Global) has issued an additional 57408174 shares of USD 1 each to the Company for a totai contribution of $57408174

(21 )

GMR Infrastructure (Cyprus) Linlited

12 Change in functional and presentation currency

In 2009 the Directors of the Company decided to change the functional and presentation currency of the Company from the Euro (EUR) to US Dollars (USD) as they were of the opinion that it is the currency that best reflects the primary economic environment in which the entity operates The change in the functional and presentation currency from Euro to US dollars was accounted in accordance with the requirements of lAS 21 The effects of Changes in Foreign Exchange Rates and the requirements of lAS 8 Accounting Policies Changes in Accounting Estimates and Errors The impact of the change was accounted retrospectively as per the requirements of lAS 8 and the effect on the income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

13 Receivables

2010 US$

As restated 2009 US$

ReceiPrepa

vables from subsidiaries (Note 19(ii) yments

1630 1508

3338

1830 1412

The fair values of receivables approximate their carrying amounts at the balance sheet date

The maximum exposure to credit risk at the balance sheet date is the carrying value of each class of receivable mentioned above The Company does not hold any collateral as security

14 Cash and cash equivalents

As restated 2010 2009 US$ US$

Cash at bank 3429 69942 Short-term bank deposits 48840736

48844165 69942

Cash and cash equivalents include the following for the purposes of the statement of cash flows

As restated 2010 2009 US$ US$

Cash and cash equivalents 48844165 69942

48844165 69942

(22)

GMR Infrastructure (Cyprus) Limited

15 Share capital and share premium

Share Share capital premium Total

US$ US$ USS

At 1 April 2008 4740 867490 872230 Issue of shares 1582 9748419 9750001

At 31 March 2009[1 April 2009 6322 10615909 10622231

At 31 March 2010 6322 10615909 10622231

16 Prior year adjustment

On 1 April 2009 the Companys equity has been restated for the following prior year error

bull As per the requirements of lAS 21 The Effects of Changes in Foreign Exchange Rates the Company should have selected the US Dollars (USD) as its functional currency which is the currency that best reflects the primary economic environment in which the Company operates from 1 April 2008 Up to 31 March 2009 the Company was using the Euro as its functional currency The impact of the change was accounted retrospectively as per the reqUirements of lAS 8 and the effect on the bull income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

17 Borrowings

As restated 2010 2008 US$ USS

Current Borrowings from related parties (Note 19(iiiraquo 30499011 shy===

The loan and interest accrued are repayable on an annual basis by August 2010

The carrying amounts of borrowings approximate their fair value

The carrying amounts of the Companys borrowings are denominated in the following currencies

As restated 2010 2009 US$ US$

30499011JS Dollar

GMR Infrastructure (Cyprus) Limited

18 Trade and other payables

2010 US$

As restated 2009 US$

PayabOther

les to related parties (Note 19(ii)) payables

204214755 10391

204225146

128847054 11986

128859040

The fair value of trade and other payables which are due within one year approximates their carrying amount at the balance sheet date

19 Related party transactions

The Company is controlled by GMR Infrastructure (Mauritius) Limited incorporated in Mauritius which owns 100 of the Companys shares The Companys ultimate controlling company is GMR Holdings Private and the ultimate controlling party is Mallika~una Rao Gandhi

The following transactions were carried out with related parties

(i) Directors remuneration

The total remuneration of the Directors was as follows

As restated 2010 2009 US$ US$

Fees 1858

(ii) Yearwend balances arising from financing activities

As restated 2010 2009 US$ US$

Receivable from related parties (Note 13)

Receivables from subsidiary 1830 1830

Payable to related parties (Note 18) Payable to parent 204214755 128847054

The above balances bear no interest and are repayable on demand

(iii) Borrowings from related parties

As restated 2010 2009 US$ US$

Borrowings from related party At beginning of year Loans advanced during year 30000000 Interest charged (Note 7) 499011

At end of year (Note 17) 30499JH 1

The above borrowing was provided with interest and is repayable within one year

(24)

GMR Infrastructure (Cyprus) Limited

20 Going concern

These financial statements have been prepared on a going concern basis which assumes that

a)The company will continue operating for the foreseeable future and b) In the long term the investment the company has made into group companies is recoverable and the carrying value in the balance sheet is a fair value of the investment

The Company owns 100 of GMR Infrastructure (Global) Limited which in its turn owns 100 of GMR Energy (Global) Limited GMR Energys investment by way of debentures in GMR Holding (Malta) Limited is part of the groups acquisition of InterGen NV GMR Holding (Malta) Limiteds non statutory consolidated financial statements for the period ended 31st December 2009 show a loss of USD1309 million (31 March 2009 - USD 546 million) and its total liabilities exceeded total assets by USD 1593 million (31 March 2009 - USD 622 million) This loss was due to a share of the losses of InterGen NV of USD 775 million as well as finance costs of $517 million

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 wi 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 ICICl Bank pic which amounted to USD 1107 million A syndicated loan of USD 8369 mllion 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 mimon has already been paid to Axis Bank Limited funded by a share subscription 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 GMR Infrastructure Limited an Indian listed company

It is believed that with the continued support of its shareholders the necessary funding to achieve InterGen NVs plans is in place and to this end GMR Private Holdings limited the ultimate parent company of GMR Infrastructure Limited GMR Infrastructure (Cyprus) 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 at group level 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 NVs management are confident that positive cash flows will be achieved However there can be no guarantee that the long term results will improve and should the positive cash flows not be achieved a reduction in the carrying value of the debentures and accrued interest would be required

In view of the above in particular the guarantees given by both GMR Infrastructure Limited and GMR Private Holdings Limited the directors consider it appropriate to prepare the accounts on the going concern basis although a material uncertainty exists to the Companys ability to continue as a going concern

(25)

GMR Infrastructure (Cyprus) Limited

Additional information to the income statement

Analysis of expenses for the year ended 31 March 2010

Administrative expenses Auditors remuneration Accounting fees Legal fees Directors fees Secretarial fees Registered office fees Legalisation of documents Telephone telexes and facsimiles Printing and stationery Translation expenses Taxes and licences Non-recoverable VAT Bank charges Sundry expenses

2010 US$

6787 45919

3798 18S8

743 502 219

849

635 9159 3739

10

As restated 2009 US$

3000 23952

1255 501 449 a96 621

1710 65

604 5086 2815

24

74218 40978

(27)

Page 14: Report on the Financial Statements Board of Directors ...... · March 2010, and the statements of income, comprehensive income, changes in equity and cash flows for the year then

GMR Infrastructure (Cyprus) Limited

3 Financial risk management (continued)

(i) Financial risk factors (continued)

Less than 1 year US$

At 31 March 2009 Payables 128859041 Current Income Tax liabilities 2582

128861623

Less than 1 year US$

At 31 March 2010 Borrowings 30499011 Payables 204225148 Current Income Tax liabilities 2582

234726741

Management does not have a formal policy for rnanaging IiquKllllil risk

(ii) Capital risk management

The capital as defined by management at 31 March 20 was as fOlO~IlmiddotS

As restated 201~ 2009 US$ US$

Total borrowings (Note 17) 30499011 Less cash and cash equivalents (Note 14) 488441G~ (69942)

Net debt (18345154) (69942)

Total equity 1 O2289lpound

Total capita as defined by management (811621~f 9841620

Gearing ratio NA

4 Critical accounting estimates and judgements

Estimates and judgements are continuaily evaluated and are based on historicd experience and other factors including expectations of future events that are bieved to be reasonable under the circumstances

(7)

4

GMR Infrastructure (Cyprus) Limited

Critical accounting estimates and judgements (continued)

bull Income taxes

Significant judgment is required in determining the provision for income taxes There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due Where the final tax outcome of these matters is different from the amounts that were initially recorded such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made

Functional Currency

The Company has determined the currency of its primary economic environment to be the US dollars in accordance with the requirements of lAS 21 The effects of changes in foreign exchange rates The Companys rationale for this conclusion was based on the requirements of lAS 21 in paragraphs 9 10 and 11 The primary indicators envisaged by lAS 21 indicate towards the USD as it is the currency that most faithfully represents the economic effects of its underlying transactions events and conditions

(i) Critical judgements in applying the Companys accounting policies

$ Related party transactions

In the normal course of the business the Company enters into transactions with its related parties Judgement is applied in determining if transactions are priced at market or non-market rates where there is no active market for such transactions

Impairment of investments

The Company follows the guidance of lAS 36 for subsidiaries on determining when an investment is other-than-temporarily impaired This determination required significant judgement especially for unquoted investments In making this judgement the Company evaluates among other factors the duration and extent to which the fair value of an investment is less than its cost and the financial health and near-term business outlook for the investee based primarily on the current financial statement of the companies concerned

At the end of the period the Companys management have concluded that the investments are not impaired

(18)

GMR Infrastructure (Cyprus) limited

5 Other income

Interest income Bank balances

Expenses by nature

Auditors remuneration Other expenses Photocopies Printing ampStationary Telephones amp Faxes Accounting and Administrative Fees Legal Fees Secretarial Fees Bank signatory fees Registered office fees Legalization of documents Professional tax Transation fees Bank charges Unrecoverable VAT Directors Fees (Note 19(iraquo

Total expenses

7 Finance costs

Interest expense Bank borrowings Loans from related parties (Note 19(iii))

Net foreign exchange transaction loss

Tax

Current tax charge Defence contribution

Income tax expense

As restated 2010 2009 US$ US$

1182431 8750

As restated 201(1 2009 US$ US$

6787 3000 10 24

849 1710 621

45918 23952 3798

743 372 502 279 635

3366 9159

74278

As restated 2010 2009 US$ US$

7 499011

173523- 657365

672534 657372

2010 US$

As restated 2009 US$

2847

(19)

2847

GMR Infrastructure (Cyprus) Limited

8 Tax (continued)

The tax on the Companys profitf(loss) before tax differs from the theoretical amount that would arise using the applicable tax rate as follows

As restated 2010 2009 US$ US$

Profit(loss) before tax 435619 (689600)

Tax calculated at the applicable corporation tax rate of 10 43562 (68960) Tax effect of expenses not deductible for tax purposes 25213 Tax effect of allowances and income not subject to tax (118243) (17045) Special contribution for defence 118243 2847 Tax effect of tax losses for which no deferred tax asset was recognised 74681 60792

Income tax charge 118243 2847

The Com pany is subject to corporation tax on taxable profits at the rate of 10

Under certain conditions interest may be subject to defence contribution at the rate of 10 In such cases 50 of the same interest will be exempt from corporation tax thus having an effective tax rate burden of approximately 15

From 1 January 2009 onwards under certain conditions interest may be exempt from income tax and only subject to defence contribution at the rate of 10

In certain cases dividends received from abroad may be subject to defence contribution at the rate of 15

Deferred tax asset on the Companys tax losses was not recognised since no reliable estimate can be made that future taxable profits will be available against which temporary tax differences could be utilised At 31 March 2010 the tax losses carried forward for which deferred tax asset was not recognised amounted to $1575719

9 Financial instruments by category

Loans and receivables Total

US$ US$ 31 March 2009 Assets as per balance sheet Receivables from related party 1830 1830 Cash at bank 69942 69942

Total 71772 71772

Other finandal iabilities Tota

US$ USS Liabilities as per balance sheet Payables to related party 128847054 128847054 Other payabies 11987 11987

Total 128859041 128859041

Loans and receivables Total

USS USS 31 March 2010 Assets as per balance sheet Receivabies from related party CaSh at bank

1830 48844165

1830 48844165

Tota 48845995 48845995

(20)

GMR Infrastructure (Cyprus) Limited

9 Financial instruments by category (continued)

Other financial liabilities Total

US$ US$ Liabilities as ~r balance sheet Borrowings 3049901 30499011 Payables to related party 204214755 204214755 other payables _____1~0~3~~ _____1~O~39=2

234724158 234724158Total

10 Credit quality of financial assets

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates

As restated 2010 2009 US$ US$

Receivables from subsidiary 1830 1830

As restated 2010 2009 US$ US$

Cash at bank and shortmiddotterm bank deposits

Aa3 3429 69942

BaaS 48840736

48844165 69942

11 Investments in subsidiaries

As restated 2010 2009 US$ US$

At beginning of year 138700000 4759 Additions 57408174 138700000 Disposals (4759)

At end of year 196108174 138700000

The Companys interests in its subsidiaries all of which are unlisted were as follows

As restated Country of 2QW 2009

Name Principal activity incorporation holding holding

GMR Infrastructure (Global) Explore opportunities in the Isle of Man 1001~) 100 Limited infrastructure sector

across the world

During the year GMR Infrastructure (Global) has issued an additional 57408174 shares of USD 1 each to the Company for a totai contribution of $57408174

(21 )

GMR Infrastructure (Cyprus) Linlited

12 Change in functional and presentation currency

In 2009 the Directors of the Company decided to change the functional and presentation currency of the Company from the Euro (EUR) to US Dollars (USD) as they were of the opinion that it is the currency that best reflects the primary economic environment in which the entity operates The change in the functional and presentation currency from Euro to US dollars was accounted in accordance with the requirements of lAS 21 The effects of Changes in Foreign Exchange Rates and the requirements of lAS 8 Accounting Policies Changes in Accounting Estimates and Errors The impact of the change was accounted retrospectively as per the requirements of lAS 8 and the effect on the income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

13 Receivables

2010 US$

As restated 2009 US$

ReceiPrepa

vables from subsidiaries (Note 19(ii) yments

1630 1508

3338

1830 1412

The fair values of receivables approximate their carrying amounts at the balance sheet date

The maximum exposure to credit risk at the balance sheet date is the carrying value of each class of receivable mentioned above The Company does not hold any collateral as security

14 Cash and cash equivalents

As restated 2010 2009 US$ US$

Cash at bank 3429 69942 Short-term bank deposits 48840736

48844165 69942

Cash and cash equivalents include the following for the purposes of the statement of cash flows

As restated 2010 2009 US$ US$

Cash and cash equivalents 48844165 69942

48844165 69942

(22)

GMR Infrastructure (Cyprus) Limited

15 Share capital and share premium

Share Share capital premium Total

US$ US$ USS

At 1 April 2008 4740 867490 872230 Issue of shares 1582 9748419 9750001

At 31 March 2009[1 April 2009 6322 10615909 10622231

At 31 March 2010 6322 10615909 10622231

16 Prior year adjustment

On 1 April 2009 the Companys equity has been restated for the following prior year error

bull As per the requirements of lAS 21 The Effects of Changes in Foreign Exchange Rates the Company should have selected the US Dollars (USD) as its functional currency which is the currency that best reflects the primary economic environment in which the Company operates from 1 April 2008 Up to 31 March 2009 the Company was using the Euro as its functional currency The impact of the change was accounted retrospectively as per the reqUirements of lAS 8 and the effect on the bull income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

17 Borrowings

As restated 2010 2008 US$ USS

Current Borrowings from related parties (Note 19(iiiraquo 30499011 shy===

The loan and interest accrued are repayable on an annual basis by August 2010

The carrying amounts of borrowings approximate their fair value

The carrying amounts of the Companys borrowings are denominated in the following currencies

As restated 2010 2009 US$ US$

30499011JS Dollar

GMR Infrastructure (Cyprus) Limited

18 Trade and other payables

2010 US$

As restated 2009 US$

PayabOther

les to related parties (Note 19(ii)) payables

204214755 10391

204225146

128847054 11986

128859040

The fair value of trade and other payables which are due within one year approximates their carrying amount at the balance sheet date

19 Related party transactions

The Company is controlled by GMR Infrastructure (Mauritius) Limited incorporated in Mauritius which owns 100 of the Companys shares The Companys ultimate controlling company is GMR Holdings Private and the ultimate controlling party is Mallika~una Rao Gandhi

The following transactions were carried out with related parties

(i) Directors remuneration

The total remuneration of the Directors was as follows

As restated 2010 2009 US$ US$

Fees 1858

(ii) Yearwend balances arising from financing activities

As restated 2010 2009 US$ US$

Receivable from related parties (Note 13)

Receivables from subsidiary 1830 1830

Payable to related parties (Note 18) Payable to parent 204214755 128847054

The above balances bear no interest and are repayable on demand

(iii) Borrowings from related parties

As restated 2010 2009 US$ US$

Borrowings from related party At beginning of year Loans advanced during year 30000000 Interest charged (Note 7) 499011

At end of year (Note 17) 30499JH 1

The above borrowing was provided with interest and is repayable within one year

(24)

GMR Infrastructure (Cyprus) Limited

20 Going concern

These financial statements have been prepared on a going concern basis which assumes that

a)The company will continue operating for the foreseeable future and b) In the long term the investment the company has made into group companies is recoverable and the carrying value in the balance sheet is a fair value of the investment

The Company owns 100 of GMR Infrastructure (Global) Limited which in its turn owns 100 of GMR Energy (Global) Limited GMR Energys investment by way of debentures in GMR Holding (Malta) Limited is part of the groups acquisition of InterGen NV GMR Holding (Malta) Limiteds non statutory consolidated financial statements for the period ended 31st December 2009 show a loss of USD1309 million (31 March 2009 - USD 546 million) and its total liabilities exceeded total assets by USD 1593 million (31 March 2009 - USD 622 million) This loss was due to a share of the losses of InterGen NV of USD 775 million as well as finance costs of $517 million

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 wi 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 ICICl Bank pic which amounted to USD 1107 million A syndicated loan of USD 8369 mllion 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 mimon has already been paid to Axis Bank Limited funded by a share subscription 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 GMR Infrastructure Limited an Indian listed company

It is believed that with the continued support of its shareholders the necessary funding to achieve InterGen NVs plans is in place and to this end GMR Private Holdings limited the ultimate parent company of GMR Infrastructure Limited GMR Infrastructure (Cyprus) 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 at group level 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 NVs management are confident that positive cash flows will be achieved However there can be no guarantee that the long term results will improve and should the positive cash flows not be achieved a reduction in the carrying value of the debentures and accrued interest would be required

In view of the above in particular the guarantees given by both GMR Infrastructure Limited and GMR Private Holdings Limited the directors consider it appropriate to prepare the accounts on the going concern basis although a material uncertainty exists to the Companys ability to continue as a going concern

(25)

GMR Infrastructure (Cyprus) Limited

Additional information to the income statement

Analysis of expenses for the year ended 31 March 2010

Administrative expenses Auditors remuneration Accounting fees Legal fees Directors fees Secretarial fees Registered office fees Legalisation of documents Telephone telexes and facsimiles Printing and stationery Translation expenses Taxes and licences Non-recoverable VAT Bank charges Sundry expenses

2010 US$

6787 45919

3798 18S8

743 502 219

849

635 9159 3739

10

As restated 2009 US$

3000 23952

1255 501 449 a96 621

1710 65

604 5086 2815

24

74218 40978

(27)

Page 15: Report on the Financial Statements Board of Directors ...... · March 2010, and the statements of income, comprehensive income, changes in equity and cash flows for the year then

4

GMR Infrastructure (Cyprus) Limited

Critical accounting estimates and judgements (continued)

bull Income taxes

Significant judgment is required in determining the provision for income taxes There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due Where the final tax outcome of these matters is different from the amounts that were initially recorded such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made

Functional Currency

The Company has determined the currency of its primary economic environment to be the US dollars in accordance with the requirements of lAS 21 The effects of changes in foreign exchange rates The Companys rationale for this conclusion was based on the requirements of lAS 21 in paragraphs 9 10 and 11 The primary indicators envisaged by lAS 21 indicate towards the USD as it is the currency that most faithfully represents the economic effects of its underlying transactions events and conditions

(i) Critical judgements in applying the Companys accounting policies

$ Related party transactions

In the normal course of the business the Company enters into transactions with its related parties Judgement is applied in determining if transactions are priced at market or non-market rates where there is no active market for such transactions

Impairment of investments

The Company follows the guidance of lAS 36 for subsidiaries on determining when an investment is other-than-temporarily impaired This determination required significant judgement especially for unquoted investments In making this judgement the Company evaluates among other factors the duration and extent to which the fair value of an investment is less than its cost and the financial health and near-term business outlook for the investee based primarily on the current financial statement of the companies concerned

At the end of the period the Companys management have concluded that the investments are not impaired

(18)

GMR Infrastructure (Cyprus) limited

5 Other income

Interest income Bank balances

Expenses by nature

Auditors remuneration Other expenses Photocopies Printing ampStationary Telephones amp Faxes Accounting and Administrative Fees Legal Fees Secretarial Fees Bank signatory fees Registered office fees Legalization of documents Professional tax Transation fees Bank charges Unrecoverable VAT Directors Fees (Note 19(iraquo

Total expenses

7 Finance costs

Interest expense Bank borrowings Loans from related parties (Note 19(iii))

Net foreign exchange transaction loss

Tax

Current tax charge Defence contribution

Income tax expense

As restated 2010 2009 US$ US$

1182431 8750

As restated 201(1 2009 US$ US$

6787 3000 10 24

849 1710 621

45918 23952 3798

743 372 502 279 635

3366 9159

74278

As restated 2010 2009 US$ US$

7 499011

173523- 657365

672534 657372

2010 US$

As restated 2009 US$

2847

(19)

2847

GMR Infrastructure (Cyprus) Limited

8 Tax (continued)

The tax on the Companys profitf(loss) before tax differs from the theoretical amount that would arise using the applicable tax rate as follows

As restated 2010 2009 US$ US$

Profit(loss) before tax 435619 (689600)

Tax calculated at the applicable corporation tax rate of 10 43562 (68960) Tax effect of expenses not deductible for tax purposes 25213 Tax effect of allowances and income not subject to tax (118243) (17045) Special contribution for defence 118243 2847 Tax effect of tax losses for which no deferred tax asset was recognised 74681 60792

Income tax charge 118243 2847

The Com pany is subject to corporation tax on taxable profits at the rate of 10

Under certain conditions interest may be subject to defence contribution at the rate of 10 In such cases 50 of the same interest will be exempt from corporation tax thus having an effective tax rate burden of approximately 15

From 1 January 2009 onwards under certain conditions interest may be exempt from income tax and only subject to defence contribution at the rate of 10

In certain cases dividends received from abroad may be subject to defence contribution at the rate of 15

Deferred tax asset on the Companys tax losses was not recognised since no reliable estimate can be made that future taxable profits will be available against which temporary tax differences could be utilised At 31 March 2010 the tax losses carried forward for which deferred tax asset was not recognised amounted to $1575719

9 Financial instruments by category

Loans and receivables Total

US$ US$ 31 March 2009 Assets as per balance sheet Receivables from related party 1830 1830 Cash at bank 69942 69942

Total 71772 71772

Other finandal iabilities Tota

US$ USS Liabilities as per balance sheet Payables to related party 128847054 128847054 Other payabies 11987 11987

Total 128859041 128859041

Loans and receivables Total

USS USS 31 March 2010 Assets as per balance sheet Receivabies from related party CaSh at bank

1830 48844165

1830 48844165

Tota 48845995 48845995

(20)

GMR Infrastructure (Cyprus) Limited

9 Financial instruments by category (continued)

Other financial liabilities Total

US$ US$ Liabilities as ~r balance sheet Borrowings 3049901 30499011 Payables to related party 204214755 204214755 other payables _____1~0~3~~ _____1~O~39=2

234724158 234724158Total

10 Credit quality of financial assets

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates

As restated 2010 2009 US$ US$

Receivables from subsidiary 1830 1830

As restated 2010 2009 US$ US$

Cash at bank and shortmiddotterm bank deposits

Aa3 3429 69942

BaaS 48840736

48844165 69942

11 Investments in subsidiaries

As restated 2010 2009 US$ US$

At beginning of year 138700000 4759 Additions 57408174 138700000 Disposals (4759)

At end of year 196108174 138700000

The Companys interests in its subsidiaries all of which are unlisted were as follows

As restated Country of 2QW 2009

Name Principal activity incorporation holding holding

GMR Infrastructure (Global) Explore opportunities in the Isle of Man 1001~) 100 Limited infrastructure sector

across the world

During the year GMR Infrastructure (Global) has issued an additional 57408174 shares of USD 1 each to the Company for a totai contribution of $57408174

(21 )

GMR Infrastructure (Cyprus) Linlited

12 Change in functional and presentation currency

In 2009 the Directors of the Company decided to change the functional and presentation currency of the Company from the Euro (EUR) to US Dollars (USD) as they were of the opinion that it is the currency that best reflects the primary economic environment in which the entity operates The change in the functional and presentation currency from Euro to US dollars was accounted in accordance with the requirements of lAS 21 The effects of Changes in Foreign Exchange Rates and the requirements of lAS 8 Accounting Policies Changes in Accounting Estimates and Errors The impact of the change was accounted retrospectively as per the requirements of lAS 8 and the effect on the income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

13 Receivables

2010 US$

As restated 2009 US$

ReceiPrepa

vables from subsidiaries (Note 19(ii) yments

1630 1508

3338

1830 1412

The fair values of receivables approximate their carrying amounts at the balance sheet date

The maximum exposure to credit risk at the balance sheet date is the carrying value of each class of receivable mentioned above The Company does not hold any collateral as security

14 Cash and cash equivalents

As restated 2010 2009 US$ US$

Cash at bank 3429 69942 Short-term bank deposits 48840736

48844165 69942

Cash and cash equivalents include the following for the purposes of the statement of cash flows

As restated 2010 2009 US$ US$

Cash and cash equivalents 48844165 69942

48844165 69942

(22)

GMR Infrastructure (Cyprus) Limited

15 Share capital and share premium

Share Share capital premium Total

US$ US$ USS

At 1 April 2008 4740 867490 872230 Issue of shares 1582 9748419 9750001

At 31 March 2009[1 April 2009 6322 10615909 10622231

At 31 March 2010 6322 10615909 10622231

16 Prior year adjustment

On 1 April 2009 the Companys equity has been restated for the following prior year error

bull As per the requirements of lAS 21 The Effects of Changes in Foreign Exchange Rates the Company should have selected the US Dollars (USD) as its functional currency which is the currency that best reflects the primary economic environment in which the Company operates from 1 April 2008 Up to 31 March 2009 the Company was using the Euro as its functional currency The impact of the change was accounted retrospectively as per the reqUirements of lAS 8 and the effect on the bull income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

17 Borrowings

As restated 2010 2008 US$ USS

Current Borrowings from related parties (Note 19(iiiraquo 30499011 shy===

The loan and interest accrued are repayable on an annual basis by August 2010

The carrying amounts of borrowings approximate their fair value

The carrying amounts of the Companys borrowings are denominated in the following currencies

As restated 2010 2009 US$ US$

30499011JS Dollar

GMR Infrastructure (Cyprus) Limited

18 Trade and other payables

2010 US$

As restated 2009 US$

PayabOther

les to related parties (Note 19(ii)) payables

204214755 10391

204225146

128847054 11986

128859040

The fair value of trade and other payables which are due within one year approximates their carrying amount at the balance sheet date

19 Related party transactions

The Company is controlled by GMR Infrastructure (Mauritius) Limited incorporated in Mauritius which owns 100 of the Companys shares The Companys ultimate controlling company is GMR Holdings Private and the ultimate controlling party is Mallika~una Rao Gandhi

The following transactions were carried out with related parties

(i) Directors remuneration

The total remuneration of the Directors was as follows

As restated 2010 2009 US$ US$

Fees 1858

(ii) Yearwend balances arising from financing activities

As restated 2010 2009 US$ US$

Receivable from related parties (Note 13)

Receivables from subsidiary 1830 1830

Payable to related parties (Note 18) Payable to parent 204214755 128847054

The above balances bear no interest and are repayable on demand

(iii) Borrowings from related parties

As restated 2010 2009 US$ US$

Borrowings from related party At beginning of year Loans advanced during year 30000000 Interest charged (Note 7) 499011

At end of year (Note 17) 30499JH 1

The above borrowing was provided with interest and is repayable within one year

(24)

GMR Infrastructure (Cyprus) Limited

20 Going concern

These financial statements have been prepared on a going concern basis which assumes that

a)The company will continue operating for the foreseeable future and b) In the long term the investment the company has made into group companies is recoverable and the carrying value in the balance sheet is a fair value of the investment

The Company owns 100 of GMR Infrastructure (Global) Limited which in its turn owns 100 of GMR Energy (Global) Limited GMR Energys investment by way of debentures in GMR Holding (Malta) Limited is part of the groups acquisition of InterGen NV GMR Holding (Malta) Limiteds non statutory consolidated financial statements for the period ended 31st December 2009 show a loss of USD1309 million (31 March 2009 - USD 546 million) and its total liabilities exceeded total assets by USD 1593 million (31 March 2009 - USD 622 million) This loss was due to a share of the losses of InterGen NV of USD 775 million as well as finance costs of $517 million

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 wi 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 ICICl Bank pic which amounted to USD 1107 million A syndicated loan of USD 8369 mllion 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 mimon has already been paid to Axis Bank Limited funded by a share subscription 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 GMR Infrastructure Limited an Indian listed company

It is believed that with the continued support of its shareholders the necessary funding to achieve InterGen NVs plans is in place and to this end GMR Private Holdings limited the ultimate parent company of GMR Infrastructure Limited GMR Infrastructure (Cyprus) 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 at group level 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 NVs management are confident that positive cash flows will be achieved However there can be no guarantee that the long term results will improve and should the positive cash flows not be achieved a reduction in the carrying value of the debentures and accrued interest would be required

In view of the above in particular the guarantees given by both GMR Infrastructure Limited and GMR Private Holdings Limited the directors consider it appropriate to prepare the accounts on the going concern basis although a material uncertainty exists to the Companys ability to continue as a going concern

(25)

GMR Infrastructure (Cyprus) Limited

Additional information to the income statement

Analysis of expenses for the year ended 31 March 2010

Administrative expenses Auditors remuneration Accounting fees Legal fees Directors fees Secretarial fees Registered office fees Legalisation of documents Telephone telexes and facsimiles Printing and stationery Translation expenses Taxes and licences Non-recoverable VAT Bank charges Sundry expenses

2010 US$

6787 45919

3798 18S8

743 502 219

849

635 9159 3739

10

As restated 2009 US$

3000 23952

1255 501 449 a96 621

1710 65

604 5086 2815

24

74218 40978

(27)

Page 16: Report on the Financial Statements Board of Directors ...... · March 2010, and the statements of income, comprehensive income, changes in equity and cash flows for the year then

GMR Infrastructure (Cyprus) limited

5 Other income

Interest income Bank balances

Expenses by nature

Auditors remuneration Other expenses Photocopies Printing ampStationary Telephones amp Faxes Accounting and Administrative Fees Legal Fees Secretarial Fees Bank signatory fees Registered office fees Legalization of documents Professional tax Transation fees Bank charges Unrecoverable VAT Directors Fees (Note 19(iraquo

Total expenses

7 Finance costs

Interest expense Bank borrowings Loans from related parties (Note 19(iii))

Net foreign exchange transaction loss

Tax

Current tax charge Defence contribution

Income tax expense

As restated 2010 2009 US$ US$

1182431 8750

As restated 201(1 2009 US$ US$

6787 3000 10 24

849 1710 621

45918 23952 3798

743 372 502 279 635

3366 9159

74278

As restated 2010 2009 US$ US$

7 499011

173523- 657365

672534 657372

2010 US$

As restated 2009 US$

2847

(19)

2847

GMR Infrastructure (Cyprus) Limited

8 Tax (continued)

The tax on the Companys profitf(loss) before tax differs from the theoretical amount that would arise using the applicable tax rate as follows

As restated 2010 2009 US$ US$

Profit(loss) before tax 435619 (689600)

Tax calculated at the applicable corporation tax rate of 10 43562 (68960) Tax effect of expenses not deductible for tax purposes 25213 Tax effect of allowances and income not subject to tax (118243) (17045) Special contribution for defence 118243 2847 Tax effect of tax losses for which no deferred tax asset was recognised 74681 60792

Income tax charge 118243 2847

The Com pany is subject to corporation tax on taxable profits at the rate of 10

Under certain conditions interest may be subject to defence contribution at the rate of 10 In such cases 50 of the same interest will be exempt from corporation tax thus having an effective tax rate burden of approximately 15

From 1 January 2009 onwards under certain conditions interest may be exempt from income tax and only subject to defence contribution at the rate of 10

In certain cases dividends received from abroad may be subject to defence contribution at the rate of 15

Deferred tax asset on the Companys tax losses was not recognised since no reliable estimate can be made that future taxable profits will be available against which temporary tax differences could be utilised At 31 March 2010 the tax losses carried forward for which deferred tax asset was not recognised amounted to $1575719

9 Financial instruments by category

Loans and receivables Total

US$ US$ 31 March 2009 Assets as per balance sheet Receivables from related party 1830 1830 Cash at bank 69942 69942

Total 71772 71772

Other finandal iabilities Tota

US$ USS Liabilities as per balance sheet Payables to related party 128847054 128847054 Other payabies 11987 11987

Total 128859041 128859041

Loans and receivables Total

USS USS 31 March 2010 Assets as per balance sheet Receivabies from related party CaSh at bank

1830 48844165

1830 48844165

Tota 48845995 48845995

(20)

GMR Infrastructure (Cyprus) Limited

9 Financial instruments by category (continued)

Other financial liabilities Total

US$ US$ Liabilities as ~r balance sheet Borrowings 3049901 30499011 Payables to related party 204214755 204214755 other payables _____1~0~3~~ _____1~O~39=2

234724158 234724158Total

10 Credit quality of financial assets

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates

As restated 2010 2009 US$ US$

Receivables from subsidiary 1830 1830

As restated 2010 2009 US$ US$

Cash at bank and shortmiddotterm bank deposits

Aa3 3429 69942

BaaS 48840736

48844165 69942

11 Investments in subsidiaries

As restated 2010 2009 US$ US$

At beginning of year 138700000 4759 Additions 57408174 138700000 Disposals (4759)

At end of year 196108174 138700000

The Companys interests in its subsidiaries all of which are unlisted were as follows

As restated Country of 2QW 2009

Name Principal activity incorporation holding holding

GMR Infrastructure (Global) Explore opportunities in the Isle of Man 1001~) 100 Limited infrastructure sector

across the world

During the year GMR Infrastructure (Global) has issued an additional 57408174 shares of USD 1 each to the Company for a totai contribution of $57408174

(21 )

GMR Infrastructure (Cyprus) Linlited

12 Change in functional and presentation currency

In 2009 the Directors of the Company decided to change the functional and presentation currency of the Company from the Euro (EUR) to US Dollars (USD) as they were of the opinion that it is the currency that best reflects the primary economic environment in which the entity operates The change in the functional and presentation currency from Euro to US dollars was accounted in accordance with the requirements of lAS 21 The effects of Changes in Foreign Exchange Rates and the requirements of lAS 8 Accounting Policies Changes in Accounting Estimates and Errors The impact of the change was accounted retrospectively as per the requirements of lAS 8 and the effect on the income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

13 Receivables

2010 US$

As restated 2009 US$

ReceiPrepa

vables from subsidiaries (Note 19(ii) yments

1630 1508

3338

1830 1412

The fair values of receivables approximate their carrying amounts at the balance sheet date

The maximum exposure to credit risk at the balance sheet date is the carrying value of each class of receivable mentioned above The Company does not hold any collateral as security

14 Cash and cash equivalents

As restated 2010 2009 US$ US$

Cash at bank 3429 69942 Short-term bank deposits 48840736

48844165 69942

Cash and cash equivalents include the following for the purposes of the statement of cash flows

As restated 2010 2009 US$ US$

Cash and cash equivalents 48844165 69942

48844165 69942

(22)

GMR Infrastructure (Cyprus) Limited

15 Share capital and share premium

Share Share capital premium Total

US$ US$ USS

At 1 April 2008 4740 867490 872230 Issue of shares 1582 9748419 9750001

At 31 March 2009[1 April 2009 6322 10615909 10622231

At 31 March 2010 6322 10615909 10622231

16 Prior year adjustment

On 1 April 2009 the Companys equity has been restated for the following prior year error

bull As per the requirements of lAS 21 The Effects of Changes in Foreign Exchange Rates the Company should have selected the US Dollars (USD) as its functional currency which is the currency that best reflects the primary economic environment in which the Company operates from 1 April 2008 Up to 31 March 2009 the Company was using the Euro as its functional currency The impact of the change was accounted retrospectively as per the reqUirements of lAS 8 and the effect on the bull income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

17 Borrowings

As restated 2010 2008 US$ USS

Current Borrowings from related parties (Note 19(iiiraquo 30499011 shy===

The loan and interest accrued are repayable on an annual basis by August 2010

The carrying amounts of borrowings approximate their fair value

The carrying amounts of the Companys borrowings are denominated in the following currencies

As restated 2010 2009 US$ US$

30499011JS Dollar

GMR Infrastructure (Cyprus) Limited

18 Trade and other payables

2010 US$

As restated 2009 US$

PayabOther

les to related parties (Note 19(ii)) payables

204214755 10391

204225146

128847054 11986

128859040

The fair value of trade and other payables which are due within one year approximates their carrying amount at the balance sheet date

19 Related party transactions

The Company is controlled by GMR Infrastructure (Mauritius) Limited incorporated in Mauritius which owns 100 of the Companys shares The Companys ultimate controlling company is GMR Holdings Private and the ultimate controlling party is Mallika~una Rao Gandhi

The following transactions were carried out with related parties

(i) Directors remuneration

The total remuneration of the Directors was as follows

As restated 2010 2009 US$ US$

Fees 1858

(ii) Yearwend balances arising from financing activities

As restated 2010 2009 US$ US$

Receivable from related parties (Note 13)

Receivables from subsidiary 1830 1830

Payable to related parties (Note 18) Payable to parent 204214755 128847054

The above balances bear no interest and are repayable on demand

(iii) Borrowings from related parties

As restated 2010 2009 US$ US$

Borrowings from related party At beginning of year Loans advanced during year 30000000 Interest charged (Note 7) 499011

At end of year (Note 17) 30499JH 1

The above borrowing was provided with interest and is repayable within one year

(24)

GMR Infrastructure (Cyprus) Limited

20 Going concern

These financial statements have been prepared on a going concern basis which assumes that

a)The company will continue operating for the foreseeable future and b) In the long term the investment the company has made into group companies is recoverable and the carrying value in the balance sheet is a fair value of the investment

The Company owns 100 of GMR Infrastructure (Global) Limited which in its turn owns 100 of GMR Energy (Global) Limited GMR Energys investment by way of debentures in GMR Holding (Malta) Limited is part of the groups acquisition of InterGen NV GMR Holding (Malta) Limiteds non statutory consolidated financial statements for the period ended 31st December 2009 show a loss of USD1309 million (31 March 2009 - USD 546 million) and its total liabilities exceeded total assets by USD 1593 million (31 March 2009 - USD 622 million) This loss was due to a share of the losses of InterGen NV of USD 775 million as well as finance costs of $517 million

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 wi 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 ICICl Bank pic which amounted to USD 1107 million A syndicated loan of USD 8369 mllion 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 mimon has already been paid to Axis Bank Limited funded by a share subscription 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 GMR Infrastructure Limited an Indian listed company

It is believed that with the continued support of its shareholders the necessary funding to achieve InterGen NVs plans is in place and to this end GMR Private Holdings limited the ultimate parent company of GMR Infrastructure Limited GMR Infrastructure (Cyprus) 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 at group level 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 NVs management are confident that positive cash flows will be achieved However there can be no guarantee that the long term results will improve and should the positive cash flows not be achieved a reduction in the carrying value of the debentures and accrued interest would be required

In view of the above in particular the guarantees given by both GMR Infrastructure Limited and GMR Private Holdings Limited the directors consider it appropriate to prepare the accounts on the going concern basis although a material uncertainty exists to the Companys ability to continue as a going concern

(25)

GMR Infrastructure (Cyprus) Limited

Additional information to the income statement

Analysis of expenses for the year ended 31 March 2010

Administrative expenses Auditors remuneration Accounting fees Legal fees Directors fees Secretarial fees Registered office fees Legalisation of documents Telephone telexes and facsimiles Printing and stationery Translation expenses Taxes and licences Non-recoverable VAT Bank charges Sundry expenses

2010 US$

6787 45919

3798 18S8

743 502 219

849

635 9159 3739

10

As restated 2009 US$

3000 23952

1255 501 449 a96 621

1710 65

604 5086 2815

24

74218 40978

(27)

Page 17: Report on the Financial Statements Board of Directors ...... · March 2010, and the statements of income, comprehensive income, changes in equity and cash flows for the year then

GMR Infrastructure (Cyprus) Limited

8 Tax (continued)

The tax on the Companys profitf(loss) before tax differs from the theoretical amount that would arise using the applicable tax rate as follows

As restated 2010 2009 US$ US$

Profit(loss) before tax 435619 (689600)

Tax calculated at the applicable corporation tax rate of 10 43562 (68960) Tax effect of expenses not deductible for tax purposes 25213 Tax effect of allowances and income not subject to tax (118243) (17045) Special contribution for defence 118243 2847 Tax effect of tax losses for which no deferred tax asset was recognised 74681 60792

Income tax charge 118243 2847

The Com pany is subject to corporation tax on taxable profits at the rate of 10

Under certain conditions interest may be subject to defence contribution at the rate of 10 In such cases 50 of the same interest will be exempt from corporation tax thus having an effective tax rate burden of approximately 15

From 1 January 2009 onwards under certain conditions interest may be exempt from income tax and only subject to defence contribution at the rate of 10

In certain cases dividends received from abroad may be subject to defence contribution at the rate of 15

Deferred tax asset on the Companys tax losses was not recognised since no reliable estimate can be made that future taxable profits will be available against which temporary tax differences could be utilised At 31 March 2010 the tax losses carried forward for which deferred tax asset was not recognised amounted to $1575719

9 Financial instruments by category

Loans and receivables Total

US$ US$ 31 March 2009 Assets as per balance sheet Receivables from related party 1830 1830 Cash at bank 69942 69942

Total 71772 71772

Other finandal iabilities Tota

US$ USS Liabilities as per balance sheet Payables to related party 128847054 128847054 Other payabies 11987 11987

Total 128859041 128859041

Loans and receivables Total

USS USS 31 March 2010 Assets as per balance sheet Receivabies from related party CaSh at bank

1830 48844165

1830 48844165

Tota 48845995 48845995

(20)

GMR Infrastructure (Cyprus) Limited

9 Financial instruments by category (continued)

Other financial liabilities Total

US$ US$ Liabilities as ~r balance sheet Borrowings 3049901 30499011 Payables to related party 204214755 204214755 other payables _____1~0~3~~ _____1~O~39=2

234724158 234724158Total

10 Credit quality of financial assets

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates

As restated 2010 2009 US$ US$

Receivables from subsidiary 1830 1830

As restated 2010 2009 US$ US$

Cash at bank and shortmiddotterm bank deposits

Aa3 3429 69942

BaaS 48840736

48844165 69942

11 Investments in subsidiaries

As restated 2010 2009 US$ US$

At beginning of year 138700000 4759 Additions 57408174 138700000 Disposals (4759)

At end of year 196108174 138700000

The Companys interests in its subsidiaries all of which are unlisted were as follows

As restated Country of 2QW 2009

Name Principal activity incorporation holding holding

GMR Infrastructure (Global) Explore opportunities in the Isle of Man 1001~) 100 Limited infrastructure sector

across the world

During the year GMR Infrastructure (Global) has issued an additional 57408174 shares of USD 1 each to the Company for a totai contribution of $57408174

(21 )

GMR Infrastructure (Cyprus) Linlited

12 Change in functional and presentation currency

In 2009 the Directors of the Company decided to change the functional and presentation currency of the Company from the Euro (EUR) to US Dollars (USD) as they were of the opinion that it is the currency that best reflects the primary economic environment in which the entity operates The change in the functional and presentation currency from Euro to US dollars was accounted in accordance with the requirements of lAS 21 The effects of Changes in Foreign Exchange Rates and the requirements of lAS 8 Accounting Policies Changes in Accounting Estimates and Errors The impact of the change was accounted retrospectively as per the requirements of lAS 8 and the effect on the income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

13 Receivables

2010 US$

As restated 2009 US$

ReceiPrepa

vables from subsidiaries (Note 19(ii) yments

1630 1508

3338

1830 1412

The fair values of receivables approximate their carrying amounts at the balance sheet date

The maximum exposure to credit risk at the balance sheet date is the carrying value of each class of receivable mentioned above The Company does not hold any collateral as security

14 Cash and cash equivalents

As restated 2010 2009 US$ US$

Cash at bank 3429 69942 Short-term bank deposits 48840736

48844165 69942

Cash and cash equivalents include the following for the purposes of the statement of cash flows

As restated 2010 2009 US$ US$

Cash and cash equivalents 48844165 69942

48844165 69942

(22)

GMR Infrastructure (Cyprus) Limited

15 Share capital and share premium

Share Share capital premium Total

US$ US$ USS

At 1 April 2008 4740 867490 872230 Issue of shares 1582 9748419 9750001

At 31 March 2009[1 April 2009 6322 10615909 10622231

At 31 March 2010 6322 10615909 10622231

16 Prior year adjustment

On 1 April 2009 the Companys equity has been restated for the following prior year error

bull As per the requirements of lAS 21 The Effects of Changes in Foreign Exchange Rates the Company should have selected the US Dollars (USD) as its functional currency which is the currency that best reflects the primary economic environment in which the Company operates from 1 April 2008 Up to 31 March 2009 the Company was using the Euro as its functional currency The impact of the change was accounted retrospectively as per the reqUirements of lAS 8 and the effect on the bull income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

17 Borrowings

As restated 2010 2008 US$ USS

Current Borrowings from related parties (Note 19(iiiraquo 30499011 shy===

The loan and interest accrued are repayable on an annual basis by August 2010

The carrying amounts of borrowings approximate their fair value

The carrying amounts of the Companys borrowings are denominated in the following currencies

As restated 2010 2009 US$ US$

30499011JS Dollar

GMR Infrastructure (Cyprus) Limited

18 Trade and other payables

2010 US$

As restated 2009 US$

PayabOther

les to related parties (Note 19(ii)) payables

204214755 10391

204225146

128847054 11986

128859040

The fair value of trade and other payables which are due within one year approximates their carrying amount at the balance sheet date

19 Related party transactions

The Company is controlled by GMR Infrastructure (Mauritius) Limited incorporated in Mauritius which owns 100 of the Companys shares The Companys ultimate controlling company is GMR Holdings Private and the ultimate controlling party is Mallika~una Rao Gandhi

The following transactions were carried out with related parties

(i) Directors remuneration

The total remuneration of the Directors was as follows

As restated 2010 2009 US$ US$

Fees 1858

(ii) Yearwend balances arising from financing activities

As restated 2010 2009 US$ US$

Receivable from related parties (Note 13)

Receivables from subsidiary 1830 1830

Payable to related parties (Note 18) Payable to parent 204214755 128847054

The above balances bear no interest and are repayable on demand

(iii) Borrowings from related parties

As restated 2010 2009 US$ US$

Borrowings from related party At beginning of year Loans advanced during year 30000000 Interest charged (Note 7) 499011

At end of year (Note 17) 30499JH 1

The above borrowing was provided with interest and is repayable within one year

(24)

GMR Infrastructure (Cyprus) Limited

20 Going concern

These financial statements have been prepared on a going concern basis which assumes that

a)The company will continue operating for the foreseeable future and b) In the long term the investment the company has made into group companies is recoverable and the carrying value in the balance sheet is a fair value of the investment

The Company owns 100 of GMR Infrastructure (Global) Limited which in its turn owns 100 of GMR Energy (Global) Limited GMR Energys investment by way of debentures in GMR Holding (Malta) Limited is part of the groups acquisition of InterGen NV GMR Holding (Malta) Limiteds non statutory consolidated financial statements for the period ended 31st December 2009 show a loss of USD1309 million (31 March 2009 - USD 546 million) and its total liabilities exceeded total assets by USD 1593 million (31 March 2009 - USD 622 million) This loss was due to a share of the losses of InterGen NV of USD 775 million as well as finance costs of $517 million

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 wi 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 ICICl Bank pic which amounted to USD 1107 million A syndicated loan of USD 8369 mllion 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 mimon has already been paid to Axis Bank Limited funded by a share subscription 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 GMR Infrastructure Limited an Indian listed company

It is believed that with the continued support of its shareholders the necessary funding to achieve InterGen NVs plans is in place and to this end GMR Private Holdings limited the ultimate parent company of GMR Infrastructure Limited GMR Infrastructure (Cyprus) 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 at group level 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 NVs management are confident that positive cash flows will be achieved However there can be no guarantee that the long term results will improve and should the positive cash flows not be achieved a reduction in the carrying value of the debentures and accrued interest would be required

In view of the above in particular the guarantees given by both GMR Infrastructure Limited and GMR Private Holdings Limited the directors consider it appropriate to prepare the accounts on the going concern basis although a material uncertainty exists to the Companys ability to continue as a going concern

(25)

GMR Infrastructure (Cyprus) Limited

Additional information to the income statement

Analysis of expenses for the year ended 31 March 2010

Administrative expenses Auditors remuneration Accounting fees Legal fees Directors fees Secretarial fees Registered office fees Legalisation of documents Telephone telexes and facsimiles Printing and stationery Translation expenses Taxes and licences Non-recoverable VAT Bank charges Sundry expenses

2010 US$

6787 45919

3798 18S8

743 502 219

849

635 9159 3739

10

As restated 2009 US$

3000 23952

1255 501 449 a96 621

1710 65

604 5086 2815

24

74218 40978

(27)

Page 18: Report on the Financial Statements Board of Directors ...... · March 2010, and the statements of income, comprehensive income, changes in equity and cash flows for the year then

GMR Infrastructure (Cyprus) Limited

9 Financial instruments by category (continued)

Other financial liabilities Total

US$ US$ Liabilities as ~r balance sheet Borrowings 3049901 30499011 Payables to related party 204214755 204214755 other payables _____1~0~3~~ _____1~O~39=2

234724158 234724158Total

10 Credit quality of financial assets

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates

As restated 2010 2009 US$ US$

Receivables from subsidiary 1830 1830

As restated 2010 2009 US$ US$

Cash at bank and shortmiddotterm bank deposits

Aa3 3429 69942

BaaS 48840736

48844165 69942

11 Investments in subsidiaries

As restated 2010 2009 US$ US$

At beginning of year 138700000 4759 Additions 57408174 138700000 Disposals (4759)

At end of year 196108174 138700000

The Companys interests in its subsidiaries all of which are unlisted were as follows

As restated Country of 2QW 2009

Name Principal activity incorporation holding holding

GMR Infrastructure (Global) Explore opportunities in the Isle of Man 1001~) 100 Limited infrastructure sector

across the world

During the year GMR Infrastructure (Global) has issued an additional 57408174 shares of USD 1 each to the Company for a totai contribution of $57408174

(21 )

GMR Infrastructure (Cyprus) Linlited

12 Change in functional and presentation currency

In 2009 the Directors of the Company decided to change the functional and presentation currency of the Company from the Euro (EUR) to US Dollars (USD) as they were of the opinion that it is the currency that best reflects the primary economic environment in which the entity operates The change in the functional and presentation currency from Euro to US dollars was accounted in accordance with the requirements of lAS 21 The effects of Changes in Foreign Exchange Rates and the requirements of lAS 8 Accounting Policies Changes in Accounting Estimates and Errors The impact of the change was accounted retrospectively as per the requirements of lAS 8 and the effect on the income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

13 Receivables

2010 US$

As restated 2009 US$

ReceiPrepa

vables from subsidiaries (Note 19(ii) yments

1630 1508

3338

1830 1412

The fair values of receivables approximate their carrying amounts at the balance sheet date

The maximum exposure to credit risk at the balance sheet date is the carrying value of each class of receivable mentioned above The Company does not hold any collateral as security

14 Cash and cash equivalents

As restated 2010 2009 US$ US$

Cash at bank 3429 69942 Short-term bank deposits 48840736

48844165 69942

Cash and cash equivalents include the following for the purposes of the statement of cash flows

As restated 2010 2009 US$ US$

Cash and cash equivalents 48844165 69942

48844165 69942

(22)

GMR Infrastructure (Cyprus) Limited

15 Share capital and share premium

Share Share capital premium Total

US$ US$ USS

At 1 April 2008 4740 867490 872230 Issue of shares 1582 9748419 9750001

At 31 March 2009[1 April 2009 6322 10615909 10622231

At 31 March 2010 6322 10615909 10622231

16 Prior year adjustment

On 1 April 2009 the Companys equity has been restated for the following prior year error

bull As per the requirements of lAS 21 The Effects of Changes in Foreign Exchange Rates the Company should have selected the US Dollars (USD) as its functional currency which is the currency that best reflects the primary economic environment in which the Company operates from 1 April 2008 Up to 31 March 2009 the Company was using the Euro as its functional currency The impact of the change was accounted retrospectively as per the reqUirements of lAS 8 and the effect on the bull income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

17 Borrowings

As restated 2010 2008 US$ USS

Current Borrowings from related parties (Note 19(iiiraquo 30499011 shy===

The loan and interest accrued are repayable on an annual basis by August 2010

The carrying amounts of borrowings approximate their fair value

The carrying amounts of the Companys borrowings are denominated in the following currencies

As restated 2010 2009 US$ US$

30499011JS Dollar

GMR Infrastructure (Cyprus) Limited

18 Trade and other payables

2010 US$

As restated 2009 US$

PayabOther

les to related parties (Note 19(ii)) payables

204214755 10391

204225146

128847054 11986

128859040

The fair value of trade and other payables which are due within one year approximates their carrying amount at the balance sheet date

19 Related party transactions

The Company is controlled by GMR Infrastructure (Mauritius) Limited incorporated in Mauritius which owns 100 of the Companys shares The Companys ultimate controlling company is GMR Holdings Private and the ultimate controlling party is Mallika~una Rao Gandhi

The following transactions were carried out with related parties

(i) Directors remuneration

The total remuneration of the Directors was as follows

As restated 2010 2009 US$ US$

Fees 1858

(ii) Yearwend balances arising from financing activities

As restated 2010 2009 US$ US$

Receivable from related parties (Note 13)

Receivables from subsidiary 1830 1830

Payable to related parties (Note 18) Payable to parent 204214755 128847054

The above balances bear no interest and are repayable on demand

(iii) Borrowings from related parties

As restated 2010 2009 US$ US$

Borrowings from related party At beginning of year Loans advanced during year 30000000 Interest charged (Note 7) 499011

At end of year (Note 17) 30499JH 1

The above borrowing was provided with interest and is repayable within one year

(24)

GMR Infrastructure (Cyprus) Limited

20 Going concern

These financial statements have been prepared on a going concern basis which assumes that

a)The company will continue operating for the foreseeable future and b) In the long term the investment the company has made into group companies is recoverable and the carrying value in the balance sheet is a fair value of the investment

The Company owns 100 of GMR Infrastructure (Global) Limited which in its turn owns 100 of GMR Energy (Global) Limited GMR Energys investment by way of debentures in GMR Holding (Malta) Limited is part of the groups acquisition of InterGen NV GMR Holding (Malta) Limiteds non statutory consolidated financial statements for the period ended 31st December 2009 show a loss of USD1309 million (31 March 2009 - USD 546 million) and its total liabilities exceeded total assets by USD 1593 million (31 March 2009 - USD 622 million) This loss was due to a share of the losses of InterGen NV of USD 775 million as well as finance costs of $517 million

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 wi 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 ICICl Bank pic which amounted to USD 1107 million A syndicated loan of USD 8369 mllion 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 mimon has already been paid to Axis Bank Limited funded by a share subscription 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 GMR Infrastructure Limited an Indian listed company

It is believed that with the continued support of its shareholders the necessary funding to achieve InterGen NVs plans is in place and to this end GMR Private Holdings limited the ultimate parent company of GMR Infrastructure Limited GMR Infrastructure (Cyprus) 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 at group level 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 NVs management are confident that positive cash flows will be achieved However there can be no guarantee that the long term results will improve and should the positive cash flows not be achieved a reduction in the carrying value of the debentures and accrued interest would be required

In view of the above in particular the guarantees given by both GMR Infrastructure Limited and GMR Private Holdings Limited the directors consider it appropriate to prepare the accounts on the going concern basis although a material uncertainty exists to the Companys ability to continue as a going concern

(25)

GMR Infrastructure (Cyprus) Limited

Additional information to the income statement

Analysis of expenses for the year ended 31 March 2010

Administrative expenses Auditors remuneration Accounting fees Legal fees Directors fees Secretarial fees Registered office fees Legalisation of documents Telephone telexes and facsimiles Printing and stationery Translation expenses Taxes and licences Non-recoverable VAT Bank charges Sundry expenses

2010 US$

6787 45919

3798 18S8

743 502 219

849

635 9159 3739

10

As restated 2009 US$

3000 23952

1255 501 449 a96 621

1710 65

604 5086 2815

24

74218 40978

(27)

Page 19: Report on the Financial Statements Board of Directors ...... · March 2010, and the statements of income, comprehensive income, changes in equity and cash flows for the year then

GMR Infrastructure (Cyprus) Linlited

12 Change in functional and presentation currency

In 2009 the Directors of the Company decided to change the functional and presentation currency of the Company from the Euro (EUR) to US Dollars (USD) as they were of the opinion that it is the currency that best reflects the primary economic environment in which the entity operates The change in the functional and presentation currency from Euro to US dollars was accounted in accordance with the requirements of lAS 21 The effects of Changes in Foreign Exchange Rates and the requirements of lAS 8 Accounting Policies Changes in Accounting Estimates and Errors The impact of the change was accounted retrospectively as per the requirements of lAS 8 and the effect on the income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

13 Receivables

2010 US$

As restated 2009 US$

ReceiPrepa

vables from subsidiaries (Note 19(ii) yments

1630 1508

3338

1830 1412

The fair values of receivables approximate their carrying amounts at the balance sheet date

The maximum exposure to credit risk at the balance sheet date is the carrying value of each class of receivable mentioned above The Company does not hold any collateral as security

14 Cash and cash equivalents

As restated 2010 2009 US$ US$

Cash at bank 3429 69942 Short-term bank deposits 48840736

48844165 69942

Cash and cash equivalents include the following for the purposes of the statement of cash flows

As restated 2010 2009 US$ US$

Cash and cash equivalents 48844165 69942

48844165 69942

(22)

GMR Infrastructure (Cyprus) Limited

15 Share capital and share premium

Share Share capital premium Total

US$ US$ USS

At 1 April 2008 4740 867490 872230 Issue of shares 1582 9748419 9750001

At 31 March 2009[1 April 2009 6322 10615909 10622231

At 31 March 2010 6322 10615909 10622231

16 Prior year adjustment

On 1 April 2009 the Companys equity has been restated for the following prior year error

bull As per the requirements of lAS 21 The Effects of Changes in Foreign Exchange Rates the Company should have selected the US Dollars (USD) as its functional currency which is the currency that best reflects the primary economic environment in which the Company operates from 1 April 2008 Up to 31 March 2009 the Company was using the Euro as its functional currency The impact of the change was accounted retrospectively as per the reqUirements of lAS 8 and the effect on the bull income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

17 Borrowings

As restated 2010 2008 US$ USS

Current Borrowings from related parties (Note 19(iiiraquo 30499011 shy===

The loan and interest accrued are repayable on an annual basis by August 2010

The carrying amounts of borrowings approximate their fair value

The carrying amounts of the Companys borrowings are denominated in the following currencies

As restated 2010 2009 US$ US$

30499011JS Dollar

GMR Infrastructure (Cyprus) Limited

18 Trade and other payables

2010 US$

As restated 2009 US$

PayabOther

les to related parties (Note 19(ii)) payables

204214755 10391

204225146

128847054 11986

128859040

The fair value of trade and other payables which are due within one year approximates their carrying amount at the balance sheet date

19 Related party transactions

The Company is controlled by GMR Infrastructure (Mauritius) Limited incorporated in Mauritius which owns 100 of the Companys shares The Companys ultimate controlling company is GMR Holdings Private and the ultimate controlling party is Mallika~una Rao Gandhi

The following transactions were carried out with related parties

(i) Directors remuneration

The total remuneration of the Directors was as follows

As restated 2010 2009 US$ US$

Fees 1858

(ii) Yearwend balances arising from financing activities

As restated 2010 2009 US$ US$

Receivable from related parties (Note 13)

Receivables from subsidiary 1830 1830

Payable to related parties (Note 18) Payable to parent 204214755 128847054

The above balances bear no interest and are repayable on demand

(iii) Borrowings from related parties

As restated 2010 2009 US$ US$

Borrowings from related party At beginning of year Loans advanced during year 30000000 Interest charged (Note 7) 499011

At end of year (Note 17) 30499JH 1

The above borrowing was provided with interest and is repayable within one year

(24)

GMR Infrastructure (Cyprus) Limited

20 Going concern

These financial statements have been prepared on a going concern basis which assumes that

a)The company will continue operating for the foreseeable future and b) In the long term the investment the company has made into group companies is recoverable and the carrying value in the balance sheet is a fair value of the investment

The Company owns 100 of GMR Infrastructure (Global) Limited which in its turn owns 100 of GMR Energy (Global) Limited GMR Energys investment by way of debentures in GMR Holding (Malta) Limited is part of the groups acquisition of InterGen NV GMR Holding (Malta) Limiteds non statutory consolidated financial statements for the period ended 31st December 2009 show a loss of USD1309 million (31 March 2009 - USD 546 million) and its total liabilities exceeded total assets by USD 1593 million (31 March 2009 - USD 622 million) This loss was due to a share of the losses of InterGen NV of USD 775 million as well as finance costs of $517 million

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 wi 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 ICICl Bank pic which amounted to USD 1107 million A syndicated loan of USD 8369 mllion 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 mimon has already been paid to Axis Bank Limited funded by a share subscription 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 GMR Infrastructure Limited an Indian listed company

It is believed that with the continued support of its shareholders the necessary funding to achieve InterGen NVs plans is in place and to this end GMR Private Holdings limited the ultimate parent company of GMR Infrastructure Limited GMR Infrastructure (Cyprus) 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 at group level 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 NVs management are confident that positive cash flows will be achieved However there can be no guarantee that the long term results will improve and should the positive cash flows not be achieved a reduction in the carrying value of the debentures and accrued interest would be required

In view of the above in particular the guarantees given by both GMR Infrastructure Limited and GMR Private Holdings Limited the directors consider it appropriate to prepare the accounts on the going concern basis although a material uncertainty exists to the Companys ability to continue as a going concern

(25)

GMR Infrastructure (Cyprus) Limited

Additional information to the income statement

Analysis of expenses for the year ended 31 March 2010

Administrative expenses Auditors remuneration Accounting fees Legal fees Directors fees Secretarial fees Registered office fees Legalisation of documents Telephone telexes and facsimiles Printing and stationery Translation expenses Taxes and licences Non-recoverable VAT Bank charges Sundry expenses

2010 US$

6787 45919

3798 18S8

743 502 219

849

635 9159 3739

10

As restated 2009 US$

3000 23952

1255 501 449 a96 621

1710 65

604 5086 2815

24

74218 40978

(27)

Page 20: Report on the Financial Statements Board of Directors ...... · March 2010, and the statements of income, comprehensive income, changes in equity and cash flows for the year then

GMR Infrastructure (Cyprus) Limited

15 Share capital and share premium

Share Share capital premium Total

US$ US$ USS

At 1 April 2008 4740 867490 872230 Issue of shares 1582 9748419 9750001

At 31 March 2009[1 April 2009 6322 10615909 10622231

At 31 March 2010 6322 10615909 10622231

16 Prior year adjustment

On 1 April 2009 the Companys equity has been restated for the following prior year error

bull As per the requirements of lAS 21 The Effects of Changes in Foreign Exchange Rates the Company should have selected the US Dollars (USD) as its functional currency which is the currency that best reflects the primary economic environment in which the Company operates from 1 April 2008 Up to 31 March 2009 the Company was using the Euro as its functional currency The impact of the change was accounted retrospectively as per the reqUirements of lAS 8 and the effect on the bull income statement is a gain of $79703 the effect on the statement of financial position is a loss of $156414 and the net effect on retained earnings at 1 April 2009 is a decrease of $76711

17 Borrowings

As restated 2010 2008 US$ USS

Current Borrowings from related parties (Note 19(iiiraquo 30499011 shy===

The loan and interest accrued are repayable on an annual basis by August 2010

The carrying amounts of borrowings approximate their fair value

The carrying amounts of the Companys borrowings are denominated in the following currencies

As restated 2010 2009 US$ US$

30499011JS Dollar

GMR Infrastructure (Cyprus) Limited

18 Trade and other payables

2010 US$

As restated 2009 US$

PayabOther

les to related parties (Note 19(ii)) payables

204214755 10391

204225146

128847054 11986

128859040

The fair value of trade and other payables which are due within one year approximates their carrying amount at the balance sheet date

19 Related party transactions

The Company is controlled by GMR Infrastructure (Mauritius) Limited incorporated in Mauritius which owns 100 of the Companys shares The Companys ultimate controlling company is GMR Holdings Private and the ultimate controlling party is Mallika~una Rao Gandhi

The following transactions were carried out with related parties

(i) Directors remuneration

The total remuneration of the Directors was as follows

As restated 2010 2009 US$ US$

Fees 1858

(ii) Yearwend balances arising from financing activities

As restated 2010 2009 US$ US$

Receivable from related parties (Note 13)

Receivables from subsidiary 1830 1830

Payable to related parties (Note 18) Payable to parent 204214755 128847054

The above balances bear no interest and are repayable on demand

(iii) Borrowings from related parties

As restated 2010 2009 US$ US$

Borrowings from related party At beginning of year Loans advanced during year 30000000 Interest charged (Note 7) 499011

At end of year (Note 17) 30499JH 1

The above borrowing was provided with interest and is repayable within one year

(24)

GMR Infrastructure (Cyprus) Limited

20 Going concern

These financial statements have been prepared on a going concern basis which assumes that

a)The company will continue operating for the foreseeable future and b) In the long term the investment the company has made into group companies is recoverable and the carrying value in the balance sheet is a fair value of the investment

The Company owns 100 of GMR Infrastructure (Global) Limited which in its turn owns 100 of GMR Energy (Global) Limited GMR Energys investment by way of debentures in GMR Holding (Malta) Limited is part of the groups acquisition of InterGen NV GMR Holding (Malta) Limiteds non statutory consolidated financial statements for the period ended 31st December 2009 show a loss of USD1309 million (31 March 2009 - USD 546 million) and its total liabilities exceeded total assets by USD 1593 million (31 March 2009 - USD 622 million) This loss was due to a share of the losses of InterGen NV of USD 775 million as well as finance costs of $517 million

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 wi 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 ICICl Bank pic which amounted to USD 1107 million A syndicated loan of USD 8369 mllion 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 mimon has already been paid to Axis Bank Limited funded by a share subscription 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 GMR Infrastructure Limited an Indian listed company

It is believed that with the continued support of its shareholders the necessary funding to achieve InterGen NVs plans is in place and to this end GMR Private Holdings limited the ultimate parent company of GMR Infrastructure Limited GMR Infrastructure (Cyprus) 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 at group level 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 NVs management are confident that positive cash flows will be achieved However there can be no guarantee that the long term results will improve and should the positive cash flows not be achieved a reduction in the carrying value of the debentures and accrued interest would be required

In view of the above in particular the guarantees given by both GMR Infrastructure Limited and GMR Private Holdings Limited the directors consider it appropriate to prepare the accounts on the going concern basis although a material uncertainty exists to the Companys ability to continue as a going concern

(25)

GMR Infrastructure (Cyprus) Limited

Additional information to the income statement

Analysis of expenses for the year ended 31 March 2010

Administrative expenses Auditors remuneration Accounting fees Legal fees Directors fees Secretarial fees Registered office fees Legalisation of documents Telephone telexes and facsimiles Printing and stationery Translation expenses Taxes and licences Non-recoverable VAT Bank charges Sundry expenses

2010 US$

6787 45919

3798 18S8

743 502 219

849

635 9159 3739

10

As restated 2009 US$

3000 23952

1255 501 449 a96 621

1710 65

604 5086 2815

24

74218 40978

(27)

Page 21: Report on the Financial Statements Board of Directors ...... · March 2010, and the statements of income, comprehensive income, changes in equity and cash flows for the year then

GMR Infrastructure (Cyprus) Limited

18 Trade and other payables

2010 US$

As restated 2009 US$

PayabOther

les to related parties (Note 19(ii)) payables

204214755 10391

204225146

128847054 11986

128859040

The fair value of trade and other payables which are due within one year approximates their carrying amount at the balance sheet date

19 Related party transactions

The Company is controlled by GMR Infrastructure (Mauritius) Limited incorporated in Mauritius which owns 100 of the Companys shares The Companys ultimate controlling company is GMR Holdings Private and the ultimate controlling party is Mallika~una Rao Gandhi

The following transactions were carried out with related parties

(i) Directors remuneration

The total remuneration of the Directors was as follows

As restated 2010 2009 US$ US$

Fees 1858

(ii) Yearwend balances arising from financing activities

As restated 2010 2009 US$ US$

Receivable from related parties (Note 13)

Receivables from subsidiary 1830 1830

Payable to related parties (Note 18) Payable to parent 204214755 128847054

The above balances bear no interest and are repayable on demand

(iii) Borrowings from related parties

As restated 2010 2009 US$ US$

Borrowings from related party At beginning of year Loans advanced during year 30000000 Interest charged (Note 7) 499011

At end of year (Note 17) 30499JH 1

The above borrowing was provided with interest and is repayable within one year

(24)

GMR Infrastructure (Cyprus) Limited

20 Going concern

These financial statements have been prepared on a going concern basis which assumes that

a)The company will continue operating for the foreseeable future and b) In the long term the investment the company has made into group companies is recoverable and the carrying value in the balance sheet is a fair value of the investment

The Company owns 100 of GMR Infrastructure (Global) Limited which in its turn owns 100 of GMR Energy (Global) Limited GMR Energys investment by way of debentures in GMR Holding (Malta) Limited is part of the groups acquisition of InterGen NV GMR Holding (Malta) Limiteds non statutory consolidated financial statements for the period ended 31st December 2009 show a loss of USD1309 million (31 March 2009 - USD 546 million) and its total liabilities exceeded total assets by USD 1593 million (31 March 2009 - USD 622 million) This loss was due to a share of the losses of InterGen NV of USD 775 million as well as finance costs of $517 million

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 wi 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 ICICl Bank pic which amounted to USD 1107 million A syndicated loan of USD 8369 mllion 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 mimon has already been paid to Axis Bank Limited funded by a share subscription 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 GMR Infrastructure Limited an Indian listed company

It is believed that with the continued support of its shareholders the necessary funding to achieve InterGen NVs plans is in place and to this end GMR Private Holdings limited the ultimate parent company of GMR Infrastructure Limited GMR Infrastructure (Cyprus) 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 at group level 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 NVs management are confident that positive cash flows will be achieved However there can be no guarantee that the long term results will improve and should the positive cash flows not be achieved a reduction in the carrying value of the debentures and accrued interest would be required

In view of the above in particular the guarantees given by both GMR Infrastructure Limited and GMR Private Holdings Limited the directors consider it appropriate to prepare the accounts on the going concern basis although a material uncertainty exists to the Companys ability to continue as a going concern

(25)

GMR Infrastructure (Cyprus) Limited

Additional information to the income statement

Analysis of expenses for the year ended 31 March 2010

Administrative expenses Auditors remuneration Accounting fees Legal fees Directors fees Secretarial fees Registered office fees Legalisation of documents Telephone telexes and facsimiles Printing and stationery Translation expenses Taxes and licences Non-recoverable VAT Bank charges Sundry expenses

2010 US$

6787 45919

3798 18S8

743 502 219

849

635 9159 3739

10

As restated 2009 US$

3000 23952

1255 501 449 a96 621

1710 65

604 5086 2815

24

74218 40978

(27)

Page 22: Report on the Financial Statements Board of Directors ...... · March 2010, and the statements of income, comprehensive income, changes in equity and cash flows for the year then

GMR Infrastructure (Cyprus) Limited

20 Going concern

These financial statements have been prepared on a going concern basis which assumes that

a)The company will continue operating for the foreseeable future and b) In the long term the investment the company has made into group companies is recoverable and the carrying value in the balance sheet is a fair value of the investment

The Company owns 100 of GMR Infrastructure (Global) Limited which in its turn owns 100 of GMR Energy (Global) Limited GMR Energys investment by way of debentures in GMR Holding (Malta) Limited is part of the groups acquisition of InterGen NV GMR Holding (Malta) Limiteds non statutory consolidated financial statements for the period ended 31st December 2009 show a loss of USD1309 million (31 March 2009 - USD 546 million) and its total liabilities exceeded total assets by USD 1593 million (31 March 2009 - USD 622 million) This loss was due to a share of the losses of InterGen NV of USD 775 million as well as finance costs of $517 million

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 wi 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 ICICl Bank pic which amounted to USD 1107 million A syndicated loan of USD 8369 mllion 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 mimon has already been paid to Axis Bank Limited funded by a share subscription 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 GMR Infrastructure Limited an Indian listed company

It is believed that with the continued support of its shareholders the necessary funding to achieve InterGen NVs plans is in place and to this end GMR Private Holdings limited the ultimate parent company of GMR Infrastructure Limited GMR Infrastructure (Cyprus) 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 at group level 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 NVs management are confident that positive cash flows will be achieved However there can be no guarantee that the long term results will improve and should the positive cash flows not be achieved a reduction in the carrying value of the debentures and accrued interest would be required

In view of the above in particular the guarantees given by both GMR Infrastructure Limited and GMR Private Holdings Limited the directors consider it appropriate to prepare the accounts on the going concern basis although a material uncertainty exists to the Companys ability to continue as a going concern

(25)

GMR Infrastructure (Cyprus) Limited

Additional information to the income statement

Analysis of expenses for the year ended 31 March 2010

Administrative expenses Auditors remuneration Accounting fees Legal fees Directors fees Secretarial fees Registered office fees Legalisation of documents Telephone telexes and facsimiles Printing and stationery Translation expenses Taxes and licences Non-recoverable VAT Bank charges Sundry expenses

2010 US$

6787 45919

3798 18S8

743 502 219

849

635 9159 3739

10

As restated 2009 US$

3000 23952

1255 501 449 a96 621

1710 65

604 5086 2815

24

74218 40978

(27)

Page 23: Report on the Financial Statements Board of Directors ...... · March 2010, and the statements of income, comprehensive income, changes in equity and cash flows for the year then

GMR Infrastructure (Cyprus) Limited

Additional information to the income statement

Analysis of expenses for the year ended 31 March 2010

Administrative expenses Auditors remuneration Accounting fees Legal fees Directors fees Secretarial fees Registered office fees Legalisation of documents Telephone telexes and facsimiles Printing and stationery Translation expenses Taxes and licences Non-recoverable VAT Bank charges Sundry expenses

2010 US$

6787 45919

3798 18S8

743 502 219

849

635 9159 3739

10

As restated 2009 US$

3000 23952

1255 501 449 a96 621

1710 65

604 5086 2815

24

74218 40978

(27)