GMR INFRASTRUCTURE (UK) LIMITED

INDEPENDENT AUDITORS REPORT

TO THE MEMBERS OF GMR INFRASTRUCTURE (UK) LIMITED

We have audited the financial statements of GMR Infrastructure (UK) Limited for the year ended 31 March 2010 set out on pages 5 to 17 The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice)

This report is made solely to the companys members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 Our audit work has been undertaken so that we might state to the companys members those matters we are required to state to them in an auditors report and for no other purpose To the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the company and the companys members as a body for our audit work for this report or for the opinions we have formed

Respective responsibilities of directors and auditors As explained more fully in the Directors Responsibilities Statement set out on pages 1 - 2 the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Boards Ethical Standards for Auditors

Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement whether caused by fraud or error This includes an assessment of whether the accounting policies are appropriate to the companys circumstances and have been consistently applied and adequately disclosed the reasonableness of significant accounting estimates made by the directors and the overall presentation of the financial statements

Opinion on financial statements In our opinion the financial statements

give a true and fair view of the state of the companys affairs as at 31 March 2010 and of its loss for the year then ended have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice and have been prepared in accordance with the requirements of the Companies Act 2006

Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Directors Report for the financial year for which the financial statements are prepared is consistent with the financial statements

-~ -~--- ---------------shy- 3 shy

GMR INFRASTRUCTURE (UK) LIMITED

INDEPENDENT AUDITORS REPORT (CONTINUED)

TO THE MEMBERS OF GIVIR INFRASTRUCTURE (UK) LIMITED

Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if in our opinion

adequate accounting records have not been kept or returns adequate for our audit have not been received from branches not visited by us or the financial statements are not in agreement with the accounting records and returns or certain disclosures of directors remuneration specified by law are not made or we have not received all the information ana explanations we require for our audit

Matthew Burge (Senior Statutory Auditor) for and on behalf of HLB Vantis Audit piC

Chartered Accountants Statutory Auditor 82 St John Street

London EC1M 4JN

bull 4 shy

GMR INFRASTRUCTURE (UK) LIMITED

PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 MARCH 2010

Notes

2010 pound

2009 pound

Turnover 2 10655985 2504410

Cost of sales (1846630) (1001113)

Gross profit 8809355 1503297

Administrative expenses (9028105) (4866272)

Operating loss 3 (218750) (3362975)

Other interest receivable and similar income

Interest payable and similar charges 4 4769

(13143)

21216

Loss on ordinary activities before taxation (227124) (3341759)

Tax on loss on ordinary activities 5

Loss for the year 13 (227124) (3341759)

The profit and loss account has been prepared on the basis that all operations are continuing operations

-5shy

GMR INFRASTRUCTURE (UK) LIMITED

STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES

FOR THE YEAR ENDED 31 MARCH 2010

~~----------------------shy

Notes 2010

pound 2009

pound

Loss for the financial year (227124) (3341759)

Currency translation differences on foreign currency net investments (37133)

Total recognised gains and losses relating to the year (264257) (3341759)

------------~-------~

middot6middot

GMR INFRASTRUCTURE (UK) LIMITED

BALANCE SHEET

AS AT 31 MARCH 2010

Fixed assets

Tangible assets

Investments

Current assets Debtors

Cash at bank and in hand

Creditors amounts falling due within one year

Net current assets

Total assets less current liabilities

Creditors amounts falling due after more than one year

Capital and reserves

Called up share capital

Profit and loss account

Shareholders funds

Notes

6

7

8

9

10

12

13

14

2010 2009

pound pound pound pound

2512648 2577464

46 46

6821303

1423755

8245058

(2346043)

2512694

500880

3490603

2577510

3991483

5899015

8411709

(2510752)

1480731

4058241

(7007725)

1403984

(7390000)

(3331759)

5010000

(3606016)

1403984

10000

(3341759)

(3331759)

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime within Part 15 of the Companies Act 2006

Approved by the Board and authorised for issue on

John Keith McLaren

Director

Company Registration No 06521625

-7

GMR INFRASTRUCTURE (UK) LIMITED

CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 MARCH 2010 -~---shy

pound 2010

pound pound 2009

E-

Net cash outflow from operating activities

Returns on investments and servicing of finance

I nterest received Interest paid

Net cash (outflow)linflow for returns on investments and servicing of finance

4769

(13143)

(6369031 )

(S374

21216

(1320483)

21216

Capital expenditure and financial investment

Payments to acquire tangible assets

Payments to acquire investments

Receipts from sales of tangible assets

Net cash outflow for capital expenditure

(314828)

7660 ---~------

(307168)

2610084

(46)

(2610130)

Net cash outflow before management of liquid resources and financing

FinanCing

Issue of ordinary share capital Other new long term loans Capitalisation of other long term loans

Net cash inflow from financing

(DecreaSe)increase in cash in the year

5000000

4617725

(5000000)

(6684573

4617725

(2066848)

10000

7390000

(3e09397)

7400000

3490603

------------ ~--- -------~---------shy 8 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 MARCH 2010

1 Reconciliation of operating loss to net cash outflow from operating activities

Operating loss

Depreciation of tangible assets

Loss on disposal of tangible assets

Increase in debtors (Decrease)lncrease in creditors within one year Net effect of foreign exchange differences

Net cash outflow from operating activities

2 Analysis of net debt 1 April 2009 Cash flow

pound pound Net cash

Cash at bank and in hand 3490603 (2066848)

Bank deposits Debt

Debts falling due after one year (7390OOO) 382275

Net debt (3899397) (1684573)

3 Reconciliation of net cash flow to movement in net debt

(Decrease)lincrease in cash in the year

Cash oulflow(inflow) from decrease(increase in debt

Movement in net debt in the year

Opening net debt

Closing net debt

2010 2009

pound pound

(218750)

371188

796

(6320423) (164709)

(37133)

(3362975)

32620

(500880) 2510752

(6369031) (1320483)

Other non- 31 March 2010 cash changes

pound pound

1423755

(7007725)

(5583970)

2010 pound

2009 pound

(2066848)

382275

(1684573)

(3899397)

(5583970)

3490603

(7390000)

(3899397)

(3899397)

9shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2010

1 Accounting policies

11 Accounting convention The financial statements are prepared under the historical cost convention

The financial statements have been prepared on the going concern basis and the directors confirm their belief in the ability to continue as a going concern for the period of at least 12 months from the date of approval of these financial statements The accounts have been prepared on the basis that the parent companys support will continue for the forseeable future

12 Compliance with accounting standards The financial statements are prepared in accordance with applicable United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) which have been applied consistently (except as otherwise stated)

13 Turnover Turnover is recognised on contracts as services are performed and amounts are earned Revenues are considered to be earned once evidence is available of an agreement services are delivered fees are fixed or determinable and collectability is reasonably assured

14 Tangible fixed assets and depreciation Tangible fixed assets are stated at cost less depreciation Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life as follows

Land and buildings Leasehold 625 per annummiddot straight line method Computer equipment 25 per annum - straight line method Fixtures fittings ampequipment 25 per annummiddot straight line method Motor vehicles 25 per annum - straight line method

15 Leasing Rentals payable under operating leases are charged against income on a straight line basis over the lease term Their annual rentals are charged to the profit and loss account on a straight-line basis over the term of the lease

Reverse premiums and similar incentives received to enter into operating lease agreements are released to the profit and loss account over the period to the date on which the rent is first expected to be adjusted to the prevailing market rate Included within the accruals is an amount of pound831061 (2009 pound657118) in respect of an accrual for a rent free period

16 Investments Fixed asset investments are stated at cost less provision for diminution in value

17 Pensions

Contributions to the companys defined contribution pension scheme are charged to the profit and loss account in the period in which they become payable The assets of the scheme are held separately in an independently administered fund

18 Deferred taxation Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes The deterred tax balance has not been discounted

10 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

1 Accounting policies (continued)

19 Foreign currency translation Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction All differences are taken to profit and loss account

110 Group accounts The financial statements present information about the company as an individual undertaking and not about its group The company and its subsidiary undertaking comprise a small-sized group The company has therefore taken advantage of the exemptions provided by section 398 of the Companies Act 2006 not to prepare group accounts

2 Turnover

In the year to 31 March 2010 10000 (2009 outside the United Kingdom

- 10000) of the companys turnover was to markets

3 Operating loss

Operating loss is stated after charging DepreCiation of tangible assets Loss on disposal of tangible assets Operating lease rentals Auditors remuneration Directors emoluments

2010 pound

371188 796

1758095 14651

1220707

2009

pound

32620

1384098 13000

and after crediting Profit on foreign exchange transactions (85015) (41106)

4 Investment income 2010 pound

2009 pound

Bank interest 4769 21216

4769 21216

11 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

5 Taxation Current tax charge

20U1 200fi

Factors affecting the tax charge for the year Loss on ordinary activities before taxation (227124) (3341759)

Loss on ordinary activities before taxation multiplied by standard rate of UK corporation tax of 2800 (2009 - 2800) (63595S (935693-)

Effects of Tax losses

Other tax adjustments

73992 (10397

63595

935693

---_ 935693

Current tax charge

No deferred tax recoverabi lity

has been provided on trading losses carried forv2rcl clue to unceriafnfy over thek

12 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

6 Tangible fixed assets

Cost At 1 April 2009 Transfers

Additions

Disposals

Assets unde r construction

pound

2333387 (2522709)

189322

Land and Plant and buildings machinery etc leasehold

pound pound

276697

1968110 554599 125506

(8610)

Total

pound

2610084

314828 (8610)

At 31 March 2010 1968110 948192 2916302

Depreciation At 1 April 2009 On disposals

Charge for the year 146777

32620 (154)

224411

32620 (154)

371188

At 31 March 2010 146777 256877 403654

Net book value At 31 March 2010 1821333 691315 2512648

At 31 March 2009 2333387 ---shy

1778787 798677 2577464

Fixed assets were transferred to the relevant asset category on completion of construction

- 13 shy

7

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUEOf

FOR THE YEAR ENDED 31 MARCH 2010

Fixed asset investments

Cost

At 1 April 2009 amp at 31 March 2010

Net book value At 31 March 2010

At 31 March 2009

Shares in group

undertakings and

participating interests

pound

At the beginning of the year the company held 100 of the issued sh2Yri~ capital in GMR Infrastructure (Singapore) Pte Limited In December 2009 GMR Infrastructure (Sirnlap~~re) Pte limited issued 69148800 ordinary shares of Singapore $1 each to GMR Infrastruct~rc (laurltius) limited the companys immediate parent company This allotment of shares has f~middotmiddot$JHiKi in GMR Infrastructure (Singapore) Pte limited ceasing to be a subsidary of this company

8 Debtors

Trade debtors

Amounts owed by group undertakings Other debtors

9 Creditors amounts falling due within one year

Trade creditors

Amounts owed to group undertakings Taxation and social security

Other creditors

2010 2009 [ pound

136667

6163500 333069 657803 31144

6821303 500880

2010 2009 pound pound

224865 269056

288836 155546 374911

1676786 1866785

2346043 2510752

- 14 ~

46

46

46

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

10 Creditors amounts falling due after more than one year 2010 2009 pound pound

Other creditors 7007725 7390000

The loan is non-interest bearing and has no set repayment date

On 2 June 2009 GMR Infrastructure (Mauritius) Limited the immediate parent company converted pound5m of its loan into share capital Additional loan funding was also subsequently provided by the immediate parent company It is the parent companys intention to capitalise the amounts outstanding to equity after the balance sheet date

11 Pension and other postretirement benefit commitments Defined contribution

2010 2009 pound pound

Contributions payable by the company for the year 135000

12 Share capital 2010 2009 pound pound

Authorised 10000000 Ordinary shares of pound1 each 10000000 10000000

Allotted called up and fully paid 5010000 Ordinary shares of pound1 each 5010000 10000

On 2 June 2009 GMR Infrastructure (Mauritius) Limited the immediate parent company converted pound5m of its loan into 5000000 Ordinary shares of pound1 each at par

- 15 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

13 Statement of movements on profit and loss account

Balance at 1 April 2009

Loss for the year

Foreign currency translation differences

Balance at 31 March 2010

14 Reconciliation of movements in shareholders funds

Loss for the financial year

Other recognised gains and losses

Proceeds from issue of shares

Net addition tof(depletion in) shareholders funds

Opening shareholders funds

Closing shareholders funds

15 Financial commitments

2010 pound

(227124)

37133

5000000

4735743

(3331759)

Profit and loss

account pound

(3341759) (227124

(37133)

(3606016)

2009 pound

(3341759)

10000

(3331759)

---

1403984 (3331759)

At 31 March 2010 the company was committed to making the following payments under non-cancellable operating leases in the year to 31 March 2011

Land and buildings 2010 2009

pound pound Operating leases which expire

In over five years 1546160 1546160

- 16shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

16 Control

As at 31 March 2010 the companys immediate parent company was GMR Infrastructure (Mauritius) Limited

The companys ultimate parent company is GMR Infrastructure Limited India which is the parent of the largest group of which the company is a member Copies of the consolidated financial statements of GMR Infrastructure Limited India are available from 251 Museum Road SKIP House Bangalore - 560 025 India

17 Related party transactions

The company has taken advantage of the exemption in Financial Reporting Standard Number 8 from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company

To the Board of Directors of GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

1 We have audited ttleuro accompanying financial statements of GMR Infrasttucture (UK) Umited Turley Istanbul Branch (the Company) which comprise the balance sheet as at March

31 2010 and the comprehensive income statement statements of changes in equity and cash flows for the special accounting period ended and a summary of significant accounting policies and other explanatory notes

2 Management is responsible for the preparation and fair presentation of these financIal tatements in accordance with International Financial Reporting Standards This le~pon$ibility includes designing implementing arid maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from materiat misstatement whether duc to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances

3 OUf responsibillty is to express an opinion on these financial staternenb based on OUf audit We conducted our audit jn accordance with Internatlonal Standards on Auditing Those tandards require that we comply with ethkal requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements die free from material cnisstatement

An audit involves performing procedures to obtain audit evidence abuut the amounts and olsclosures in the financial statements The plOcedures selected on the auditors judgrnent including the assessment of the risk of material misstatElIHlIt of the finandal statements whether due to fr aud Of error III rnaking those risk aSSi-isrnents the auditor considers internal (ontrol relevant to the entitys preparation and fait presentation of the filiHKia statements in order to design audit procedures that arc appropriate in the (If UH11stances but not (or the purpose of expft5sing an opinion on the effectivene~s of the en lty$ internal control lin audit also includes evaluating the appropriateness of accounting

used and the reasonableness of accounting estimates made i1ltinagement as wet i~ evaluating the overall presentation of the financial statements

W( believe that the audit evidence we have Obtained is sufficient and appropriate to provide a basis for our audit opinion

4 Ttle Company have been depreciated over the useful lives of its assets as per Turkish GAAP iptead of using pro rat3 method mentioned 111 lASmiddot 6 if pro fata method had been used

administration expenses would be TL middot1C1)1 lower

5 companying fifl1nt i[ itatements have btfl prepared assuming ill the Company will IUt as a going conctl However the equity deficit in the financi6ilatements as of 31

tii 1 2010 amounts to 203 GBP Further uf the same date the hort term liabilities u (hi Company exceed its current assets by 110)234 GBP Such jdd shows that the fli)uily of the COmpdlys operations rely on providing new capiti lhe accompanying (ii Hint statements d Iut include any cdlficdtions 01 adjusll that might be

igt~aiy upon the said 1cprtainty

GMR INFRASTRUCTURE (UK) LIMITED

INDEPENDENT AUDITORS REPORT (CONTINUED)

TO THE MEMBERS OF GIVIR INFRASTRUCTURE (UK) LIMITED

Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if in our opinion

adequate accounting records have not been kept or returns adequate for our audit have not been received from branches not visited by us or the financial statements are not in agreement with the accounting records and returns or certain disclosures of directors remuneration specified by law are not made or we have not received all the information ana explanations we require for our audit

Matthew Burge (Senior Statutory Auditor) for and on behalf of HLB Vantis Audit piC

Chartered Accountants Statutory Auditor 82 St John Street

London EC1M 4JN

bull 4 shy

GMR INFRASTRUCTURE (UK) LIMITED

PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 MARCH 2010

Notes

2010 pound

2009 pound

Turnover 2 10655985 2504410

Cost of sales (1846630) (1001113)

Gross profit 8809355 1503297

Administrative expenses (9028105) (4866272)

Operating loss 3 (218750) (3362975)

Other interest receivable and similar income

Interest payable and similar charges 4 4769

(13143)

21216

Loss on ordinary activities before taxation (227124) (3341759)

Tax on loss on ordinary activities 5

Loss for the year 13 (227124) (3341759)

The profit and loss account has been prepared on the basis that all operations are continuing operations

-5shy

GMR INFRASTRUCTURE (UK) LIMITED

STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES

FOR THE YEAR ENDED 31 MARCH 2010

~~----------------------shy

Notes 2010

pound 2009

pound

Loss for the financial year (227124) (3341759)

Currency translation differences on foreign currency net investments (37133)

Total recognised gains and losses relating to the year (264257) (3341759)

------------~-------~

middot6middot

GMR INFRASTRUCTURE (UK) LIMITED

BALANCE SHEET

AS AT 31 MARCH 2010

Fixed assets

Tangible assets

Investments

Current assets Debtors

Cash at bank and in hand

Creditors amounts falling due within one year

Net current assets

Total assets less current liabilities

Creditors amounts falling due after more than one year

Capital and reserves

Called up share capital

Profit and loss account

Shareholders funds

Notes

6

7

8

9

10

12

13

14

2010 2009

pound pound pound pound

2512648 2577464

46 46

6821303

1423755

8245058

(2346043)

2512694

500880

3490603

2577510

3991483

5899015

8411709

(2510752)

1480731

4058241

(7007725)

1403984

(7390000)

(3331759)

5010000

(3606016)

1403984

10000

(3341759)

(3331759)

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime within Part 15 of the Companies Act 2006

Approved by the Board and authorised for issue on

John Keith McLaren

Director

Company Registration No 06521625

-7

GMR INFRASTRUCTURE (UK) LIMITED

CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 MARCH 2010 -~---shy

pound 2010

pound pound 2009

E-

Net cash outflow from operating activities

Returns on investments and servicing of finance

I nterest received Interest paid

Net cash (outflow)linflow for returns on investments and servicing of finance

4769

(13143)

(6369031 )

(S374

21216

(1320483)

21216

Capital expenditure and financial investment

Payments to acquire tangible assets

Payments to acquire investments

Receipts from sales of tangible assets

Net cash outflow for capital expenditure

(314828)

7660 ---~------

(307168)

2610084

(46)

(2610130)

Net cash outflow before management of liquid resources and financing

FinanCing

Issue of ordinary share capital Other new long term loans Capitalisation of other long term loans

Net cash inflow from financing

(DecreaSe)increase in cash in the year

5000000

4617725

(5000000)

(6684573

4617725

(2066848)

10000

7390000

(3e09397)

7400000

3490603

------------ ~--- -------~---------shy 8 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 MARCH 2010

1 Reconciliation of operating loss to net cash outflow from operating activities

Operating loss

Depreciation of tangible assets

Loss on disposal of tangible assets

Increase in debtors (Decrease)lncrease in creditors within one year Net effect of foreign exchange differences

Net cash outflow from operating activities

2 Analysis of net debt 1 April 2009 Cash flow

pound pound Net cash

Cash at bank and in hand 3490603 (2066848)

Bank deposits Debt

Debts falling due after one year (7390OOO) 382275

Net debt (3899397) (1684573)

3 Reconciliation of net cash flow to movement in net debt

(Decrease)lincrease in cash in the year

Cash oulflow(inflow) from decrease(increase in debt

Movement in net debt in the year

Opening net debt

Closing net debt

2010 2009

pound pound

(218750)

371188

796

(6320423) (164709)

(37133)

(3362975)

32620

(500880) 2510752

(6369031) (1320483)

Other non- 31 March 2010 cash changes

pound pound

1423755

(7007725)

(5583970)

2010 pound

2009 pound

(2066848)

382275

(1684573)

(3899397)

(5583970)

3490603

(7390000)

(3899397)

(3899397)

9shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2010

1 Accounting policies

11 Accounting convention The financial statements are prepared under the historical cost convention

The financial statements have been prepared on the going concern basis and the directors confirm their belief in the ability to continue as a going concern for the period of at least 12 months from the date of approval of these financial statements The accounts have been prepared on the basis that the parent companys support will continue for the forseeable future

12 Compliance with accounting standards The financial statements are prepared in accordance with applicable United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) which have been applied consistently (except as otherwise stated)

13 Turnover Turnover is recognised on contracts as services are performed and amounts are earned Revenues are considered to be earned once evidence is available of an agreement services are delivered fees are fixed or determinable and collectability is reasonably assured

14 Tangible fixed assets and depreciation Tangible fixed assets are stated at cost less depreciation Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life as follows

Land and buildings Leasehold 625 per annummiddot straight line method Computer equipment 25 per annum - straight line method Fixtures fittings ampequipment 25 per annummiddot straight line method Motor vehicles 25 per annum - straight line method

15 Leasing Rentals payable under operating leases are charged against income on a straight line basis over the lease term Their annual rentals are charged to the profit and loss account on a straight-line basis over the term of the lease

Reverse premiums and similar incentives received to enter into operating lease agreements are released to the profit and loss account over the period to the date on which the rent is first expected to be adjusted to the prevailing market rate Included within the accruals is an amount of pound831061 (2009 pound657118) in respect of an accrual for a rent free period

16 Investments Fixed asset investments are stated at cost less provision for diminution in value

17 Pensions

Contributions to the companys defined contribution pension scheme are charged to the profit and loss account in the period in which they become payable The assets of the scheme are held separately in an independently administered fund

18 Deferred taxation Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes The deterred tax balance has not been discounted

10 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

1 Accounting policies (continued)

19 Foreign currency translation Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction All differences are taken to profit and loss account

110 Group accounts The financial statements present information about the company as an individual undertaking and not about its group The company and its subsidiary undertaking comprise a small-sized group The company has therefore taken advantage of the exemptions provided by section 398 of the Companies Act 2006 not to prepare group accounts

2 Turnover

In the year to 31 March 2010 10000 (2009 outside the United Kingdom

- 10000) of the companys turnover was to markets

3 Operating loss

Operating loss is stated after charging DepreCiation of tangible assets Loss on disposal of tangible assets Operating lease rentals Auditors remuneration Directors emoluments

2010 pound

371188 796

1758095 14651

1220707

2009

pound

32620

1384098 13000

and after crediting Profit on foreign exchange transactions (85015) (41106)

4 Investment income 2010 pound

2009 pound

Bank interest 4769 21216

4769 21216

11 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

5 Taxation Current tax charge

20U1 200fi

Factors affecting the tax charge for the year Loss on ordinary activities before taxation (227124) (3341759)

Loss on ordinary activities before taxation multiplied by standard rate of UK corporation tax of 2800 (2009 - 2800) (63595S (935693-)

Effects of Tax losses

Other tax adjustments

73992 (10397

63595

935693

---_ 935693

Current tax charge

No deferred tax recoverabi lity

has been provided on trading losses carried forv2rcl clue to unceriafnfy over thek

12 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

6 Tangible fixed assets

Cost At 1 April 2009 Transfers

Additions

Disposals

Assets unde r construction

pound

2333387 (2522709)

189322

Land and Plant and buildings machinery etc leasehold

pound pound

276697

1968110 554599 125506

(8610)

Total

pound

2610084

314828 (8610)

At 31 March 2010 1968110 948192 2916302

Depreciation At 1 April 2009 On disposals

Charge for the year 146777

32620 (154)

224411

32620 (154)

371188

At 31 March 2010 146777 256877 403654

Net book value At 31 March 2010 1821333 691315 2512648

At 31 March 2009 2333387 ---shy

1778787 798677 2577464

Fixed assets were transferred to the relevant asset category on completion of construction

- 13 shy

7

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUEOf

FOR THE YEAR ENDED 31 MARCH 2010

Fixed asset investments

Cost

At 1 April 2009 amp at 31 March 2010

Net book value At 31 March 2010

At 31 March 2009

Shares in group

undertakings and

participating interests

pound

At the beginning of the year the company held 100 of the issued sh2Yri~ capital in GMR Infrastructure (Singapore) Pte Limited In December 2009 GMR Infrastructure (Sirnlap~~re) Pte limited issued 69148800 ordinary shares of Singapore $1 each to GMR Infrastruct~rc (laurltius) limited the companys immediate parent company This allotment of shares has f~middotmiddot$JHiKi in GMR Infrastructure (Singapore) Pte limited ceasing to be a subsidary of this company

8 Debtors

Trade debtors

Amounts owed by group undertakings Other debtors

9 Creditors amounts falling due within one year

Trade creditors

Amounts owed to group undertakings Taxation and social security

Other creditors

2010 2009 [ pound

136667

6163500 333069 657803 31144

6821303 500880

2010 2009 pound pound

224865 269056

288836 155546 374911

1676786 1866785

2346043 2510752

- 14 ~

46

46

46

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

10 Creditors amounts falling due after more than one year 2010 2009 pound pound

Other creditors 7007725 7390000

The loan is non-interest bearing and has no set repayment date

On 2 June 2009 GMR Infrastructure (Mauritius) Limited the immediate parent company converted pound5m of its loan into share capital Additional loan funding was also subsequently provided by the immediate parent company It is the parent companys intention to capitalise the amounts outstanding to equity after the balance sheet date

11 Pension and other postretirement benefit commitments Defined contribution

2010 2009 pound pound

Contributions payable by the company for the year 135000

12 Share capital 2010 2009 pound pound

Authorised 10000000 Ordinary shares of pound1 each 10000000 10000000

Allotted called up and fully paid 5010000 Ordinary shares of pound1 each 5010000 10000

On 2 June 2009 GMR Infrastructure (Mauritius) Limited the immediate parent company converted pound5m of its loan into 5000000 Ordinary shares of pound1 each at par

- 15 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

13 Statement of movements on profit and loss account

Balance at 1 April 2009

Loss for the year

Foreign currency translation differences

Balance at 31 March 2010

14 Reconciliation of movements in shareholders funds

Loss for the financial year

Other recognised gains and losses

Proceeds from issue of shares

Net addition tof(depletion in) shareholders funds

Opening shareholders funds

Closing shareholders funds

15 Financial commitments

2010 pound

(227124)

37133

5000000

4735743

(3331759)

Profit and loss

account pound

(3341759) (227124

(37133)

(3606016)

2009 pound

(3341759)

10000

(3331759)

---

1403984 (3331759)

At 31 March 2010 the company was committed to making the following payments under non-cancellable operating leases in the year to 31 March 2011

Land and buildings 2010 2009

pound pound Operating leases which expire

In over five years 1546160 1546160

- 16shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

16 Control

As at 31 March 2010 the companys immediate parent company was GMR Infrastructure (Mauritius) Limited

The companys ultimate parent company is GMR Infrastructure Limited India which is the parent of the largest group of which the company is a member Copies of the consolidated financial statements of GMR Infrastructure Limited India are available from 251 Museum Road SKIP House Bangalore - 560 025 India

17 Related party transactions

The company has taken advantage of the exemption in Financial Reporting Standard Number 8 from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company

To the Board of Directors of GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

1 We have audited ttleuro accompanying financial statements of GMR Infrasttucture (UK) Umited Turley Istanbul Branch (the Company) which comprise the balance sheet as at March

31 2010 and the comprehensive income statement statements of changes in equity and cash flows for the special accounting period ended and a summary of significant accounting policies and other explanatory notes

2 Management is responsible for the preparation and fair presentation of these financIal tatements in accordance with International Financial Reporting Standards This le~pon$ibility includes designing implementing arid maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from materiat misstatement whether duc to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances

3 OUf responsibillty is to express an opinion on these financial staternenb based on OUf audit We conducted our audit jn accordance with Internatlonal Standards on Auditing Those tandards require that we comply with ethkal requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements die free from material cnisstatement

An audit involves performing procedures to obtain audit evidence abuut the amounts and olsclosures in the financial statements The plOcedures selected on the auditors judgrnent including the assessment of the risk of material misstatElIHlIt of the finandal statements whether due to fr aud Of error III rnaking those risk aSSi-isrnents the auditor considers internal (ontrol relevant to the entitys preparation and fait presentation of the filiHKia statements in order to design audit procedures that arc appropriate in the (If UH11stances but not (or the purpose of expft5sing an opinion on the effectivene~s of the en lty$ internal control lin audit also includes evaluating the appropriateness of accounting

used and the reasonableness of accounting estimates made i1ltinagement as wet i~ evaluating the overall presentation of the financial statements

W( believe that the audit evidence we have Obtained is sufficient and appropriate to provide a basis for our audit opinion

4 Ttle Company have been depreciated over the useful lives of its assets as per Turkish GAAP iptead of using pro rat3 method mentioned 111 lASmiddot 6 if pro fata method had been used

administration expenses would be TL middot1C1)1 lower

5 companying fifl1nt i[ itatements have btfl prepared assuming ill the Company will IUt as a going conctl However the equity deficit in the financi6ilatements as of 31

tii 1 2010 amounts to 203 GBP Further uf the same date the hort term liabilities u (hi Company exceed its current assets by 110)234 GBP Such jdd shows that the fli)uily of the COmpdlys operations rely on providing new capiti lhe accompanying (ii Hint statements d Iut include any cdlficdtions 01 adjusll that might be

igt~aiy upon the said 1cprtainty

GMR INFRASTRUCTURE (UK) LIMITED

PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 MARCH 2010

Notes

2010 pound

2009 pound

Turnover 2 10655985 2504410

Cost of sales (1846630) (1001113)

Gross profit 8809355 1503297

Administrative expenses (9028105) (4866272)

Operating loss 3 (218750) (3362975)

Other interest receivable and similar income

Interest payable and similar charges 4 4769

(13143)

21216

Loss on ordinary activities before taxation (227124) (3341759)

Tax on loss on ordinary activities 5

Loss for the year 13 (227124) (3341759)

The profit and loss account has been prepared on the basis that all operations are continuing operations

-5shy

GMR INFRASTRUCTURE (UK) LIMITED

STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES

FOR THE YEAR ENDED 31 MARCH 2010

~~----------------------shy

Notes 2010

pound 2009

pound

Loss for the financial year (227124) (3341759)

Currency translation differences on foreign currency net investments (37133)

Total recognised gains and losses relating to the year (264257) (3341759)

------------~-------~

middot6middot

GMR INFRASTRUCTURE (UK) LIMITED

BALANCE SHEET

AS AT 31 MARCH 2010

Fixed assets

Tangible assets

Investments

Current assets Debtors

Cash at bank and in hand

Creditors amounts falling due within one year

Net current assets

Total assets less current liabilities

Creditors amounts falling due after more than one year

Capital and reserves

Called up share capital

Profit and loss account

Shareholders funds

Notes

6

7

8

9

10

12

13

14

2010 2009

pound pound pound pound

2512648 2577464

46 46

6821303

1423755

8245058

(2346043)

2512694

500880

3490603

2577510

3991483

5899015

8411709

(2510752)

1480731

4058241

(7007725)

1403984

(7390000)

(3331759)

5010000

(3606016)

1403984

10000

(3341759)

(3331759)

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime within Part 15 of the Companies Act 2006

Approved by the Board and authorised for issue on

John Keith McLaren

Director

Company Registration No 06521625

-7

GMR INFRASTRUCTURE (UK) LIMITED

CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 MARCH 2010 -~---shy

pound 2010

pound pound 2009

E-

Net cash outflow from operating activities

Returns on investments and servicing of finance

I nterest received Interest paid

Net cash (outflow)linflow for returns on investments and servicing of finance

4769

(13143)

(6369031 )

(S374

21216

(1320483)

21216

Capital expenditure and financial investment

Payments to acquire tangible assets

Payments to acquire investments

Receipts from sales of tangible assets

Net cash outflow for capital expenditure

(314828)

7660 ---~------

(307168)

2610084

(46)

(2610130)

Net cash outflow before management of liquid resources and financing

FinanCing

Issue of ordinary share capital Other new long term loans Capitalisation of other long term loans

Net cash inflow from financing

(DecreaSe)increase in cash in the year

5000000

4617725

(5000000)

(6684573

4617725

(2066848)

10000

7390000

(3e09397)

7400000

3490603

------------ ~--- -------~---------shy 8 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 MARCH 2010

1 Reconciliation of operating loss to net cash outflow from operating activities

Operating loss

Depreciation of tangible assets

Loss on disposal of tangible assets

Increase in debtors (Decrease)lncrease in creditors within one year Net effect of foreign exchange differences

Net cash outflow from operating activities

2 Analysis of net debt 1 April 2009 Cash flow

pound pound Net cash

Cash at bank and in hand 3490603 (2066848)

Bank deposits Debt

Debts falling due after one year (7390OOO) 382275

Net debt (3899397) (1684573)

3 Reconciliation of net cash flow to movement in net debt

(Decrease)lincrease in cash in the year

Cash oulflow(inflow) from decrease(increase in debt

Movement in net debt in the year

Opening net debt

Closing net debt

2010 2009

pound pound

(218750)

371188

796

(6320423) (164709)

(37133)

(3362975)

32620

(500880) 2510752

(6369031) (1320483)

Other non- 31 March 2010 cash changes

pound pound

1423755

(7007725)

(5583970)

2010 pound

2009 pound

(2066848)

382275

(1684573)

(3899397)

(5583970)

3490603

(7390000)

(3899397)

(3899397)

9shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2010

1 Accounting policies

11 Accounting convention The financial statements are prepared under the historical cost convention

The financial statements have been prepared on the going concern basis and the directors confirm their belief in the ability to continue as a going concern for the period of at least 12 months from the date of approval of these financial statements The accounts have been prepared on the basis that the parent companys support will continue for the forseeable future

12 Compliance with accounting standards The financial statements are prepared in accordance with applicable United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) which have been applied consistently (except as otherwise stated)

13 Turnover Turnover is recognised on contracts as services are performed and amounts are earned Revenues are considered to be earned once evidence is available of an agreement services are delivered fees are fixed or determinable and collectability is reasonably assured

14 Tangible fixed assets and depreciation Tangible fixed assets are stated at cost less depreciation Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life as follows

Land and buildings Leasehold 625 per annummiddot straight line method Computer equipment 25 per annum - straight line method Fixtures fittings ampequipment 25 per annummiddot straight line method Motor vehicles 25 per annum - straight line method

15 Leasing Rentals payable under operating leases are charged against income on a straight line basis over the lease term Their annual rentals are charged to the profit and loss account on a straight-line basis over the term of the lease

Reverse premiums and similar incentives received to enter into operating lease agreements are released to the profit and loss account over the period to the date on which the rent is first expected to be adjusted to the prevailing market rate Included within the accruals is an amount of pound831061 (2009 pound657118) in respect of an accrual for a rent free period

16 Investments Fixed asset investments are stated at cost less provision for diminution in value

17 Pensions

Contributions to the companys defined contribution pension scheme are charged to the profit and loss account in the period in which they become payable The assets of the scheme are held separately in an independently administered fund

18 Deferred taxation Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes The deterred tax balance has not been discounted

10 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

1 Accounting policies (continued)

19 Foreign currency translation Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction All differences are taken to profit and loss account

110 Group accounts The financial statements present information about the company as an individual undertaking and not about its group The company and its subsidiary undertaking comprise a small-sized group The company has therefore taken advantage of the exemptions provided by section 398 of the Companies Act 2006 not to prepare group accounts

2 Turnover

In the year to 31 March 2010 10000 (2009 outside the United Kingdom

- 10000) of the companys turnover was to markets

3 Operating loss

Operating loss is stated after charging DepreCiation of tangible assets Loss on disposal of tangible assets Operating lease rentals Auditors remuneration Directors emoluments

2010 pound

371188 796

1758095 14651

1220707

2009

pound

32620

1384098 13000

and after crediting Profit on foreign exchange transactions (85015) (41106)

4 Investment income 2010 pound

2009 pound

Bank interest 4769 21216

4769 21216

11 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

5 Taxation Current tax charge

20U1 200fi

Factors affecting the tax charge for the year Loss on ordinary activities before taxation (227124) (3341759)

Loss on ordinary activities before taxation multiplied by standard rate of UK corporation tax of 2800 (2009 - 2800) (63595S (935693-)

Effects of Tax losses

Other tax adjustments

73992 (10397

63595

935693

---_ 935693

Current tax charge

No deferred tax recoverabi lity

has been provided on trading losses carried forv2rcl clue to unceriafnfy over thek

12 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

6 Tangible fixed assets

Cost At 1 April 2009 Transfers

Additions

Disposals

Assets unde r construction

pound

2333387 (2522709)

189322

Land and Plant and buildings machinery etc leasehold

pound pound

276697

1968110 554599 125506

(8610)

Total

pound

2610084

314828 (8610)

At 31 March 2010 1968110 948192 2916302

Depreciation At 1 April 2009 On disposals

Charge for the year 146777

32620 (154)

224411

32620 (154)

371188

At 31 March 2010 146777 256877 403654

Net book value At 31 March 2010 1821333 691315 2512648

At 31 March 2009 2333387 ---shy

1778787 798677 2577464

Fixed assets were transferred to the relevant asset category on completion of construction

- 13 shy

7

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUEOf

FOR THE YEAR ENDED 31 MARCH 2010

Fixed asset investments

Cost

At 1 April 2009 amp at 31 March 2010

Net book value At 31 March 2010

At 31 March 2009

Shares in group

undertakings and

participating interests

pound

At the beginning of the year the company held 100 of the issued sh2Yri~ capital in GMR Infrastructure (Singapore) Pte Limited In December 2009 GMR Infrastructure (Sirnlap~~re) Pte limited issued 69148800 ordinary shares of Singapore $1 each to GMR Infrastruct~rc (laurltius) limited the companys immediate parent company This allotment of shares has f~middotmiddot$JHiKi in GMR Infrastructure (Singapore) Pte limited ceasing to be a subsidary of this company

8 Debtors

Trade debtors

Amounts owed by group undertakings Other debtors

9 Creditors amounts falling due within one year

Trade creditors

Amounts owed to group undertakings Taxation and social security

Other creditors

2010 2009 [ pound

136667

6163500 333069 657803 31144

6821303 500880

2010 2009 pound pound

224865 269056

288836 155546 374911

1676786 1866785

2346043 2510752

- 14 ~

46

46

46

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

10 Creditors amounts falling due after more than one year 2010 2009 pound pound

Other creditors 7007725 7390000

The loan is non-interest bearing and has no set repayment date

On 2 June 2009 GMR Infrastructure (Mauritius) Limited the immediate parent company converted pound5m of its loan into share capital Additional loan funding was also subsequently provided by the immediate parent company It is the parent companys intention to capitalise the amounts outstanding to equity after the balance sheet date

11 Pension and other postretirement benefit commitments Defined contribution

2010 2009 pound pound

Contributions payable by the company for the year 135000

12 Share capital 2010 2009 pound pound

Authorised 10000000 Ordinary shares of pound1 each 10000000 10000000

Allotted called up and fully paid 5010000 Ordinary shares of pound1 each 5010000 10000

On 2 June 2009 GMR Infrastructure (Mauritius) Limited the immediate parent company converted pound5m of its loan into 5000000 Ordinary shares of pound1 each at par

- 15 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

13 Statement of movements on profit and loss account

Balance at 1 April 2009

Loss for the year

Foreign currency translation differences

Balance at 31 March 2010

14 Reconciliation of movements in shareholders funds

Loss for the financial year

Other recognised gains and losses

Proceeds from issue of shares

Net addition tof(depletion in) shareholders funds

Opening shareholders funds

Closing shareholders funds

15 Financial commitments

2010 pound

(227124)

37133

5000000

4735743

(3331759)

Profit and loss

account pound

(3341759) (227124

(37133)

(3606016)

2009 pound

(3341759)

10000

(3331759)

---

1403984 (3331759)

At 31 March 2010 the company was committed to making the following payments under non-cancellable operating leases in the year to 31 March 2011

Land and buildings 2010 2009

pound pound Operating leases which expire

In over five years 1546160 1546160

- 16shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

16 Control

As at 31 March 2010 the companys immediate parent company was GMR Infrastructure (Mauritius) Limited

The companys ultimate parent company is GMR Infrastructure Limited India which is the parent of the largest group of which the company is a member Copies of the consolidated financial statements of GMR Infrastructure Limited India are available from 251 Museum Road SKIP House Bangalore - 560 025 India

17 Related party transactions

The company has taken advantage of the exemption in Financial Reporting Standard Number 8 from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company

To the Board of Directors of GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

1 We have audited ttleuro accompanying financial statements of GMR Infrasttucture (UK) Umited Turley Istanbul Branch (the Company) which comprise the balance sheet as at March

31 2010 and the comprehensive income statement statements of changes in equity and cash flows for the special accounting period ended and a summary of significant accounting policies and other explanatory notes

2 Management is responsible for the preparation and fair presentation of these financIal tatements in accordance with International Financial Reporting Standards This le~pon$ibility includes designing implementing arid maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from materiat misstatement whether duc to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances

3 OUf responsibillty is to express an opinion on these financial staternenb based on OUf audit We conducted our audit jn accordance with Internatlonal Standards on Auditing Those tandards require that we comply with ethkal requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements die free from material cnisstatement

An audit involves performing procedures to obtain audit evidence abuut the amounts and olsclosures in the financial statements The plOcedures selected on the auditors judgrnent including the assessment of the risk of material misstatElIHlIt of the finandal statements whether due to fr aud Of error III rnaking those risk aSSi-isrnents the auditor considers internal (ontrol relevant to the entitys preparation and fait presentation of the filiHKia statements in order to design audit procedures that arc appropriate in the (If UH11stances but not (or the purpose of expft5sing an opinion on the effectivene~s of the en lty$ internal control lin audit also includes evaluating the appropriateness of accounting

used and the reasonableness of accounting estimates made i1ltinagement as wet i~ evaluating the overall presentation of the financial statements

W( believe that the audit evidence we have Obtained is sufficient and appropriate to provide a basis for our audit opinion

4 Ttle Company have been depreciated over the useful lives of its assets as per Turkish GAAP iptead of using pro rat3 method mentioned 111 lASmiddot 6 if pro fata method had been used

administration expenses would be TL middot1C1)1 lower

5 companying fifl1nt i[ itatements have btfl prepared assuming ill the Company will IUt as a going conctl However the equity deficit in the financi6ilatements as of 31

tii 1 2010 amounts to 203 GBP Further uf the same date the hort term liabilities u (hi Company exceed its current assets by 110)234 GBP Such jdd shows that the fli)uily of the COmpdlys operations rely on providing new capiti lhe accompanying (ii Hint statements d Iut include any cdlficdtions 01 adjusll that might be

igt~aiy upon the said 1cprtainty

GMR INFRASTRUCTURE (UK) LIMITED

STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES

FOR THE YEAR ENDED 31 MARCH 2010

~~----------------------shy

Notes 2010

pound 2009

pound

Loss for the financial year (227124) (3341759)

Currency translation differences on foreign currency net investments (37133)

Total recognised gains and losses relating to the year (264257) (3341759)

------------~-------~

middot6middot

GMR INFRASTRUCTURE (UK) LIMITED

BALANCE SHEET

AS AT 31 MARCH 2010

Fixed assets

Tangible assets

Investments

Current assets Debtors

Cash at bank and in hand

Creditors amounts falling due within one year

Net current assets

Total assets less current liabilities

Creditors amounts falling due after more than one year

Capital and reserves

Called up share capital

Profit and loss account

Shareholders funds

Notes

6

7

8

9

10

12

13

14

2010 2009

pound pound pound pound

2512648 2577464

46 46

6821303

1423755

8245058

(2346043)

2512694

500880

3490603

2577510

3991483

5899015

8411709

(2510752)

1480731

4058241

(7007725)

1403984

(7390000)

(3331759)

5010000

(3606016)

1403984

10000

(3341759)

(3331759)

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime within Part 15 of the Companies Act 2006

Approved by the Board and authorised for issue on

John Keith McLaren

Director

Company Registration No 06521625

-7

GMR INFRASTRUCTURE (UK) LIMITED

CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 MARCH 2010 -~---shy

pound 2010

pound pound 2009

E-

Net cash outflow from operating activities

Returns on investments and servicing of finance

I nterest received Interest paid

Net cash (outflow)linflow for returns on investments and servicing of finance

4769

(13143)

(6369031 )

(S374

21216

(1320483)

21216

Capital expenditure and financial investment

Payments to acquire tangible assets

Payments to acquire investments

Receipts from sales of tangible assets

Net cash outflow for capital expenditure

(314828)

7660 ---~------

(307168)

2610084

(46)

(2610130)

Net cash outflow before management of liquid resources and financing

FinanCing

Issue of ordinary share capital Other new long term loans Capitalisation of other long term loans

Net cash inflow from financing

(DecreaSe)increase in cash in the year

5000000

4617725

(5000000)

(6684573

4617725

(2066848)

10000

7390000

(3e09397)

7400000

3490603

------------ ~--- -------~---------shy 8 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 MARCH 2010

1 Reconciliation of operating loss to net cash outflow from operating activities

Operating loss

Depreciation of tangible assets

Loss on disposal of tangible assets

Increase in debtors (Decrease)lncrease in creditors within one year Net effect of foreign exchange differences

Net cash outflow from operating activities

2 Analysis of net debt 1 April 2009 Cash flow

pound pound Net cash

Cash at bank and in hand 3490603 (2066848)

Bank deposits Debt

Debts falling due after one year (7390OOO) 382275

Net debt (3899397) (1684573)

3 Reconciliation of net cash flow to movement in net debt

(Decrease)lincrease in cash in the year

Cash oulflow(inflow) from decrease(increase in debt

Movement in net debt in the year

Opening net debt

Closing net debt

2010 2009

pound pound

(218750)

371188

796

(6320423) (164709)

(37133)

(3362975)

32620

(500880) 2510752

(6369031) (1320483)

Other non- 31 March 2010 cash changes

pound pound

1423755

(7007725)

(5583970)

2010 pound

2009 pound

(2066848)

382275

(1684573)

(3899397)

(5583970)

3490603

(7390000)

(3899397)

(3899397)

9shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2010

1 Accounting policies

11 Accounting convention The financial statements are prepared under the historical cost convention

The financial statements have been prepared on the going concern basis and the directors confirm their belief in the ability to continue as a going concern for the period of at least 12 months from the date of approval of these financial statements The accounts have been prepared on the basis that the parent companys support will continue for the forseeable future

12 Compliance with accounting standards The financial statements are prepared in accordance with applicable United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) which have been applied consistently (except as otherwise stated)

13 Turnover Turnover is recognised on contracts as services are performed and amounts are earned Revenues are considered to be earned once evidence is available of an agreement services are delivered fees are fixed or determinable and collectability is reasonably assured

14 Tangible fixed assets and depreciation Tangible fixed assets are stated at cost less depreciation Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life as follows

Land and buildings Leasehold 625 per annummiddot straight line method Computer equipment 25 per annum - straight line method Fixtures fittings ampequipment 25 per annummiddot straight line method Motor vehicles 25 per annum - straight line method

15 Leasing Rentals payable under operating leases are charged against income on a straight line basis over the lease term Their annual rentals are charged to the profit and loss account on a straight-line basis over the term of the lease

Reverse premiums and similar incentives received to enter into operating lease agreements are released to the profit and loss account over the period to the date on which the rent is first expected to be adjusted to the prevailing market rate Included within the accruals is an amount of pound831061 (2009 pound657118) in respect of an accrual for a rent free period

16 Investments Fixed asset investments are stated at cost less provision for diminution in value

17 Pensions

Contributions to the companys defined contribution pension scheme are charged to the profit and loss account in the period in which they become payable The assets of the scheme are held separately in an independently administered fund

18 Deferred taxation Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes The deterred tax balance has not been discounted

10 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

1 Accounting policies (continued)

19 Foreign currency translation Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction All differences are taken to profit and loss account

110 Group accounts The financial statements present information about the company as an individual undertaking and not about its group The company and its subsidiary undertaking comprise a small-sized group The company has therefore taken advantage of the exemptions provided by section 398 of the Companies Act 2006 not to prepare group accounts

2 Turnover

In the year to 31 March 2010 10000 (2009 outside the United Kingdom

- 10000) of the companys turnover was to markets

3 Operating loss

Operating loss is stated after charging DepreCiation of tangible assets Loss on disposal of tangible assets Operating lease rentals Auditors remuneration Directors emoluments

2010 pound

371188 796

1758095 14651

1220707

2009

pound

32620

1384098 13000

and after crediting Profit on foreign exchange transactions (85015) (41106)

4 Investment income 2010 pound

2009 pound

Bank interest 4769 21216

4769 21216

11 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

5 Taxation Current tax charge

20U1 200fi

Factors affecting the tax charge for the year Loss on ordinary activities before taxation (227124) (3341759)

Loss on ordinary activities before taxation multiplied by standard rate of UK corporation tax of 2800 (2009 - 2800) (63595S (935693-)

Effects of Tax losses

Other tax adjustments

73992 (10397

63595

935693

---_ 935693

Current tax charge

No deferred tax recoverabi lity

has been provided on trading losses carried forv2rcl clue to unceriafnfy over thek

12 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

6 Tangible fixed assets

Cost At 1 April 2009 Transfers

Additions

Disposals

Assets unde r construction

pound

2333387 (2522709)

189322

Land and Plant and buildings machinery etc leasehold

pound pound

276697

1968110 554599 125506

(8610)

Total

pound

2610084

314828 (8610)

At 31 March 2010 1968110 948192 2916302

Depreciation At 1 April 2009 On disposals

Charge for the year 146777

32620 (154)

224411

32620 (154)

371188

At 31 March 2010 146777 256877 403654

Net book value At 31 March 2010 1821333 691315 2512648

At 31 March 2009 2333387 ---shy

1778787 798677 2577464

Fixed assets were transferred to the relevant asset category on completion of construction

- 13 shy

7

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUEOf

FOR THE YEAR ENDED 31 MARCH 2010

Fixed asset investments

Cost

At 1 April 2009 amp at 31 March 2010

Net book value At 31 March 2010

At 31 March 2009

Shares in group

undertakings and

participating interests

pound

At the beginning of the year the company held 100 of the issued sh2Yri~ capital in GMR Infrastructure (Singapore) Pte Limited In December 2009 GMR Infrastructure (Sirnlap~~re) Pte limited issued 69148800 ordinary shares of Singapore $1 each to GMR Infrastruct~rc (laurltius) limited the companys immediate parent company This allotment of shares has f~middotmiddot$JHiKi in GMR Infrastructure (Singapore) Pte limited ceasing to be a subsidary of this company

8 Debtors

Trade debtors

Amounts owed by group undertakings Other debtors

9 Creditors amounts falling due within one year

Trade creditors

Amounts owed to group undertakings Taxation and social security

Other creditors

2010 2009 [ pound

136667

6163500 333069 657803 31144

6821303 500880

2010 2009 pound pound

224865 269056

288836 155546 374911

1676786 1866785

2346043 2510752

- 14 ~

46

46

46

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

10 Creditors amounts falling due after more than one year 2010 2009 pound pound

Other creditors 7007725 7390000

The loan is non-interest bearing and has no set repayment date

On 2 June 2009 GMR Infrastructure (Mauritius) Limited the immediate parent company converted pound5m of its loan into share capital Additional loan funding was also subsequently provided by the immediate parent company It is the parent companys intention to capitalise the amounts outstanding to equity after the balance sheet date

11 Pension and other postretirement benefit commitments Defined contribution

2010 2009 pound pound

Contributions payable by the company for the year 135000

12 Share capital 2010 2009 pound pound

Authorised 10000000 Ordinary shares of pound1 each 10000000 10000000

Allotted called up and fully paid 5010000 Ordinary shares of pound1 each 5010000 10000

On 2 June 2009 GMR Infrastructure (Mauritius) Limited the immediate parent company converted pound5m of its loan into 5000000 Ordinary shares of pound1 each at par

- 15 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

13 Statement of movements on profit and loss account

Balance at 1 April 2009

Loss for the year

Foreign currency translation differences

Balance at 31 March 2010

14 Reconciliation of movements in shareholders funds

Loss for the financial year

Other recognised gains and losses

Proceeds from issue of shares

Net addition tof(depletion in) shareholders funds

Opening shareholders funds

Closing shareholders funds

15 Financial commitments

2010 pound

(227124)

37133

5000000

4735743

(3331759)

Profit and loss

account pound

(3341759) (227124

(37133)

(3606016)

2009 pound

(3341759)

10000

(3331759)

---

1403984 (3331759)

At 31 March 2010 the company was committed to making the following payments under non-cancellable operating leases in the year to 31 March 2011

Land and buildings 2010 2009

pound pound Operating leases which expire

In over five years 1546160 1546160

- 16shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

16 Control

As at 31 March 2010 the companys immediate parent company was GMR Infrastructure (Mauritius) Limited

The companys ultimate parent company is GMR Infrastructure Limited India which is the parent of the largest group of which the company is a member Copies of the consolidated financial statements of GMR Infrastructure Limited India are available from 251 Museum Road SKIP House Bangalore - 560 025 India

17 Related party transactions

The company has taken advantage of the exemption in Financial Reporting Standard Number 8 from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company

To the Board of Directors of GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

1 We have audited ttleuro accompanying financial statements of GMR Infrasttucture (UK) Umited Turley Istanbul Branch (the Company) which comprise the balance sheet as at March

31 2010 and the comprehensive income statement statements of changes in equity and cash flows for the special accounting period ended and a summary of significant accounting policies and other explanatory notes

2 Management is responsible for the preparation and fair presentation of these financIal tatements in accordance with International Financial Reporting Standards This le~pon$ibility includes designing implementing arid maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from materiat misstatement whether duc to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances

3 OUf responsibillty is to express an opinion on these financial staternenb based on OUf audit We conducted our audit jn accordance with Internatlonal Standards on Auditing Those tandards require that we comply with ethkal requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements die free from material cnisstatement

An audit involves performing procedures to obtain audit evidence abuut the amounts and olsclosures in the financial statements The plOcedures selected on the auditors judgrnent including the assessment of the risk of material misstatElIHlIt of the finandal statements whether due to fr aud Of error III rnaking those risk aSSi-isrnents the auditor considers internal (ontrol relevant to the entitys preparation and fait presentation of the filiHKia statements in order to design audit procedures that arc appropriate in the (If UH11stances but not (or the purpose of expft5sing an opinion on the effectivene~s of the en lty$ internal control lin audit also includes evaluating the appropriateness of accounting

used and the reasonableness of accounting estimates made i1ltinagement as wet i~ evaluating the overall presentation of the financial statements

W( believe that the audit evidence we have Obtained is sufficient and appropriate to provide a basis for our audit opinion

4 Ttle Company have been depreciated over the useful lives of its assets as per Turkish GAAP iptead of using pro rat3 method mentioned 111 lASmiddot 6 if pro fata method had been used

administration expenses would be TL middot1C1)1 lower

5 companying fifl1nt i[ itatements have btfl prepared assuming ill the Company will IUt as a going conctl However the equity deficit in the financi6ilatements as of 31

tii 1 2010 amounts to 203 GBP Further uf the same date the hort term liabilities u (hi Company exceed its current assets by 110)234 GBP Such jdd shows that the fli)uily of the COmpdlys operations rely on providing new capiti lhe accompanying (ii Hint statements d Iut include any cdlficdtions 01 adjusll that might be

igt~aiy upon the said 1cprtainty

GMR INFRASTRUCTURE (UK) LIMITED

BALANCE SHEET

AS AT 31 MARCH 2010

Fixed assets

Tangible assets

Investments

Current assets Debtors

Cash at bank and in hand

Creditors amounts falling due within one year

Net current assets

Total assets less current liabilities

Creditors amounts falling due after more than one year

Capital and reserves

Called up share capital

Profit and loss account

Shareholders funds

Notes

6

7

8

9

10

12

13

14

2010 2009

pound pound pound pound

2512648 2577464

46 46

6821303

1423755

8245058

(2346043)

2512694

500880

3490603

2577510

3991483

5899015

8411709

(2510752)

1480731

4058241

(7007725)

1403984

(7390000)

(3331759)

5010000

(3606016)

1403984

10000

(3341759)

(3331759)

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime within Part 15 of the Companies Act 2006

Approved by the Board and authorised for issue on

John Keith McLaren

Director

Company Registration No 06521625

-7

GMR INFRASTRUCTURE (UK) LIMITED

CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 MARCH 2010 -~---shy

pound 2010

pound pound 2009

E-

Net cash outflow from operating activities

Returns on investments and servicing of finance

I nterest received Interest paid

Net cash (outflow)linflow for returns on investments and servicing of finance

4769

(13143)

(6369031 )

(S374

21216

(1320483)

21216

Capital expenditure and financial investment

Payments to acquire tangible assets

Payments to acquire investments

Receipts from sales of tangible assets

Net cash outflow for capital expenditure

(314828)

7660 ---~------

(307168)

2610084

(46)

(2610130)

Net cash outflow before management of liquid resources and financing

FinanCing

Issue of ordinary share capital Other new long term loans Capitalisation of other long term loans

Net cash inflow from financing

(DecreaSe)increase in cash in the year

5000000

4617725

(5000000)

(6684573

4617725

(2066848)

10000

7390000

(3e09397)

7400000

3490603

------------ ~--- -------~---------shy 8 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 MARCH 2010

1 Reconciliation of operating loss to net cash outflow from operating activities

Operating loss

Depreciation of tangible assets

Loss on disposal of tangible assets

Increase in debtors (Decrease)lncrease in creditors within one year Net effect of foreign exchange differences

Net cash outflow from operating activities

2 Analysis of net debt 1 April 2009 Cash flow

pound pound Net cash

Cash at bank and in hand 3490603 (2066848)

Bank deposits Debt

Debts falling due after one year (7390OOO) 382275

Net debt (3899397) (1684573)

3 Reconciliation of net cash flow to movement in net debt

(Decrease)lincrease in cash in the year

Cash oulflow(inflow) from decrease(increase in debt

Movement in net debt in the year

Opening net debt

Closing net debt

2010 2009

pound pound

(218750)

371188

796

(6320423) (164709)

(37133)

(3362975)

32620

(500880) 2510752

(6369031) (1320483)

Other non- 31 March 2010 cash changes

pound pound

1423755

(7007725)

(5583970)

2010 pound

2009 pound

(2066848)

382275

(1684573)

(3899397)

(5583970)

3490603

(7390000)

(3899397)

(3899397)

9shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2010

1 Accounting policies

11 Accounting convention The financial statements are prepared under the historical cost convention

The financial statements have been prepared on the going concern basis and the directors confirm their belief in the ability to continue as a going concern for the period of at least 12 months from the date of approval of these financial statements The accounts have been prepared on the basis that the parent companys support will continue for the forseeable future

12 Compliance with accounting standards The financial statements are prepared in accordance with applicable United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) which have been applied consistently (except as otherwise stated)

13 Turnover Turnover is recognised on contracts as services are performed and amounts are earned Revenues are considered to be earned once evidence is available of an agreement services are delivered fees are fixed or determinable and collectability is reasonably assured

14 Tangible fixed assets and depreciation Tangible fixed assets are stated at cost less depreciation Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life as follows

Land and buildings Leasehold 625 per annummiddot straight line method Computer equipment 25 per annum - straight line method Fixtures fittings ampequipment 25 per annummiddot straight line method Motor vehicles 25 per annum - straight line method

15 Leasing Rentals payable under operating leases are charged against income on a straight line basis over the lease term Their annual rentals are charged to the profit and loss account on a straight-line basis over the term of the lease

Reverse premiums and similar incentives received to enter into operating lease agreements are released to the profit and loss account over the period to the date on which the rent is first expected to be adjusted to the prevailing market rate Included within the accruals is an amount of pound831061 (2009 pound657118) in respect of an accrual for a rent free period

16 Investments Fixed asset investments are stated at cost less provision for diminution in value

17 Pensions

Contributions to the companys defined contribution pension scheme are charged to the profit and loss account in the period in which they become payable The assets of the scheme are held separately in an independently administered fund

18 Deferred taxation Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes The deterred tax balance has not been discounted

10 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

1 Accounting policies (continued)

19 Foreign currency translation Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction All differences are taken to profit and loss account

110 Group accounts The financial statements present information about the company as an individual undertaking and not about its group The company and its subsidiary undertaking comprise a small-sized group The company has therefore taken advantage of the exemptions provided by section 398 of the Companies Act 2006 not to prepare group accounts

2 Turnover

In the year to 31 March 2010 10000 (2009 outside the United Kingdom

- 10000) of the companys turnover was to markets

3 Operating loss

Operating loss is stated after charging DepreCiation of tangible assets Loss on disposal of tangible assets Operating lease rentals Auditors remuneration Directors emoluments

2010 pound

371188 796

1758095 14651

1220707

2009

pound

32620

1384098 13000

and after crediting Profit on foreign exchange transactions (85015) (41106)

4 Investment income 2010 pound

2009 pound

Bank interest 4769 21216

4769 21216

11 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

5 Taxation Current tax charge

20U1 200fi

Factors affecting the tax charge for the year Loss on ordinary activities before taxation (227124) (3341759)

Loss on ordinary activities before taxation multiplied by standard rate of UK corporation tax of 2800 (2009 - 2800) (63595S (935693-)

Effects of Tax losses

Other tax adjustments

73992 (10397

63595

935693

---_ 935693

Current tax charge

No deferred tax recoverabi lity

has been provided on trading losses carried forv2rcl clue to unceriafnfy over thek

12 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

6 Tangible fixed assets

Cost At 1 April 2009 Transfers

Additions

Disposals

Assets unde r construction

pound

2333387 (2522709)

189322

Land and Plant and buildings machinery etc leasehold

pound pound

276697

1968110 554599 125506

(8610)

Total

pound

2610084

314828 (8610)

At 31 March 2010 1968110 948192 2916302

Depreciation At 1 April 2009 On disposals

Charge for the year 146777

32620 (154)

224411

32620 (154)

371188

At 31 March 2010 146777 256877 403654

Net book value At 31 March 2010 1821333 691315 2512648

At 31 March 2009 2333387 ---shy

1778787 798677 2577464

Fixed assets were transferred to the relevant asset category on completion of construction

- 13 shy

7

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUEOf

FOR THE YEAR ENDED 31 MARCH 2010

Fixed asset investments

Cost

At 1 April 2009 amp at 31 March 2010

Net book value At 31 March 2010

At 31 March 2009

Shares in group

undertakings and

participating interests

pound

At the beginning of the year the company held 100 of the issued sh2Yri~ capital in GMR Infrastructure (Singapore) Pte Limited In December 2009 GMR Infrastructure (Sirnlap~~re) Pte limited issued 69148800 ordinary shares of Singapore $1 each to GMR Infrastruct~rc (laurltius) limited the companys immediate parent company This allotment of shares has f~middotmiddot$JHiKi in GMR Infrastructure (Singapore) Pte limited ceasing to be a subsidary of this company

8 Debtors

Trade debtors

Amounts owed by group undertakings Other debtors

9 Creditors amounts falling due within one year

Trade creditors

Amounts owed to group undertakings Taxation and social security

Other creditors

2010 2009 [ pound

136667

6163500 333069 657803 31144

6821303 500880

2010 2009 pound pound

224865 269056

288836 155546 374911

1676786 1866785

2346043 2510752

- 14 ~

46

46

46

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

10 Creditors amounts falling due after more than one year 2010 2009 pound pound

Other creditors 7007725 7390000

The loan is non-interest bearing and has no set repayment date

On 2 June 2009 GMR Infrastructure (Mauritius) Limited the immediate parent company converted pound5m of its loan into share capital Additional loan funding was also subsequently provided by the immediate parent company It is the parent companys intention to capitalise the amounts outstanding to equity after the balance sheet date

11 Pension and other postretirement benefit commitments Defined contribution

2010 2009 pound pound

Contributions payable by the company for the year 135000

12 Share capital 2010 2009 pound pound

Authorised 10000000 Ordinary shares of pound1 each 10000000 10000000

Allotted called up and fully paid 5010000 Ordinary shares of pound1 each 5010000 10000

On 2 June 2009 GMR Infrastructure (Mauritius) Limited the immediate parent company converted pound5m of its loan into 5000000 Ordinary shares of pound1 each at par

- 15 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

13 Statement of movements on profit and loss account

Balance at 1 April 2009

Loss for the year

Foreign currency translation differences

Balance at 31 March 2010

14 Reconciliation of movements in shareholders funds

Loss for the financial year

Other recognised gains and losses

Proceeds from issue of shares

Net addition tof(depletion in) shareholders funds

Opening shareholders funds

Closing shareholders funds

15 Financial commitments

2010 pound

(227124)

37133

5000000

4735743

(3331759)

Profit and loss

account pound

(3341759) (227124

(37133)

(3606016)

2009 pound

(3341759)

10000

(3331759)

---

1403984 (3331759)

At 31 March 2010 the company was committed to making the following payments under non-cancellable operating leases in the year to 31 March 2011

Land and buildings 2010 2009

pound pound Operating leases which expire

In over five years 1546160 1546160

- 16shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

16 Control

As at 31 March 2010 the companys immediate parent company was GMR Infrastructure (Mauritius) Limited

The companys ultimate parent company is GMR Infrastructure Limited India which is the parent of the largest group of which the company is a member Copies of the consolidated financial statements of GMR Infrastructure Limited India are available from 251 Museum Road SKIP House Bangalore - 560 025 India

17 Related party transactions

The company has taken advantage of the exemption in Financial Reporting Standard Number 8 from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company

To the Board of Directors of GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

1 We have audited ttleuro accompanying financial statements of GMR Infrasttucture (UK) Umited Turley Istanbul Branch (the Company) which comprise the balance sheet as at March

31 2010 and the comprehensive income statement statements of changes in equity and cash flows for the special accounting period ended and a summary of significant accounting policies and other explanatory notes

2 Management is responsible for the preparation and fair presentation of these financIal tatements in accordance with International Financial Reporting Standards This le~pon$ibility includes designing implementing arid maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from materiat misstatement whether duc to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances

3 OUf responsibillty is to express an opinion on these financial staternenb based on OUf audit We conducted our audit jn accordance with Internatlonal Standards on Auditing Those tandards require that we comply with ethkal requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements die free from material cnisstatement

An audit involves performing procedures to obtain audit evidence abuut the amounts and olsclosures in the financial statements The plOcedures selected on the auditors judgrnent including the assessment of the risk of material misstatElIHlIt of the finandal statements whether due to fr aud Of error III rnaking those risk aSSi-isrnents the auditor considers internal (ontrol relevant to the entitys preparation and fait presentation of the filiHKia statements in order to design audit procedures that arc appropriate in the (If UH11stances but not (or the purpose of expft5sing an opinion on the effectivene~s of the en lty$ internal control lin audit also includes evaluating the appropriateness of accounting

used and the reasonableness of accounting estimates made i1ltinagement as wet i~ evaluating the overall presentation of the financial statements

W( believe that the audit evidence we have Obtained is sufficient and appropriate to provide a basis for our audit opinion

4 Ttle Company have been depreciated over the useful lives of its assets as per Turkish GAAP iptead of using pro rat3 method mentioned 111 lASmiddot 6 if pro fata method had been used

administration expenses would be TL middot1C1)1 lower

5 companying fifl1nt i[ itatements have btfl prepared assuming ill the Company will IUt as a going conctl However the equity deficit in the financi6ilatements as of 31

tii 1 2010 amounts to 203 GBP Further uf the same date the hort term liabilities u (hi Company exceed its current assets by 110)234 GBP Such jdd shows that the fli)uily of the COmpdlys operations rely on providing new capiti lhe accompanying (ii Hint statements d Iut include any cdlficdtions 01 adjusll that might be

igt~aiy upon the said 1cprtainty

GMR INFRASTRUCTURE (UK) LIMITED

CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 MARCH 2010 -~---shy

pound 2010

pound pound 2009

E-

Net cash outflow from operating activities

Returns on investments and servicing of finance

I nterest received Interest paid

Net cash (outflow)linflow for returns on investments and servicing of finance

4769

(13143)

(6369031 )

(S374

21216

(1320483)

21216

Capital expenditure and financial investment

Payments to acquire tangible assets

Payments to acquire investments

Receipts from sales of tangible assets

Net cash outflow for capital expenditure

(314828)

7660 ---~------

(307168)

2610084

(46)

(2610130)

Net cash outflow before management of liquid resources and financing

FinanCing

Issue of ordinary share capital Other new long term loans Capitalisation of other long term loans

Net cash inflow from financing

(DecreaSe)increase in cash in the year

5000000

4617725

(5000000)

(6684573

4617725

(2066848)

10000

7390000

(3e09397)

7400000

3490603

------------ ~--- -------~---------shy 8 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 MARCH 2010

1 Reconciliation of operating loss to net cash outflow from operating activities

Operating loss

Depreciation of tangible assets

Loss on disposal of tangible assets

Increase in debtors (Decrease)lncrease in creditors within one year Net effect of foreign exchange differences

Net cash outflow from operating activities

2 Analysis of net debt 1 April 2009 Cash flow

pound pound Net cash

Cash at bank and in hand 3490603 (2066848)

Bank deposits Debt

Debts falling due after one year (7390OOO) 382275

Net debt (3899397) (1684573)

3 Reconciliation of net cash flow to movement in net debt

(Decrease)lincrease in cash in the year

Cash oulflow(inflow) from decrease(increase in debt

Movement in net debt in the year

Opening net debt

Closing net debt

2010 2009

pound pound

(218750)

371188

796

(6320423) (164709)

(37133)

(3362975)

32620

(500880) 2510752

(6369031) (1320483)

Other non- 31 March 2010 cash changes

pound pound

1423755

(7007725)

(5583970)

2010 pound

2009 pound

(2066848)

382275

(1684573)

(3899397)

(5583970)

3490603

(7390000)

(3899397)

(3899397)

9shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2010

1 Accounting policies

11 Accounting convention The financial statements are prepared under the historical cost convention

The financial statements have been prepared on the going concern basis and the directors confirm their belief in the ability to continue as a going concern for the period of at least 12 months from the date of approval of these financial statements The accounts have been prepared on the basis that the parent companys support will continue for the forseeable future

12 Compliance with accounting standards The financial statements are prepared in accordance with applicable United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) which have been applied consistently (except as otherwise stated)

13 Turnover Turnover is recognised on contracts as services are performed and amounts are earned Revenues are considered to be earned once evidence is available of an agreement services are delivered fees are fixed or determinable and collectability is reasonably assured

14 Tangible fixed assets and depreciation Tangible fixed assets are stated at cost less depreciation Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life as follows

Land and buildings Leasehold 625 per annummiddot straight line method Computer equipment 25 per annum - straight line method Fixtures fittings ampequipment 25 per annummiddot straight line method Motor vehicles 25 per annum - straight line method

15 Leasing Rentals payable under operating leases are charged against income on a straight line basis over the lease term Their annual rentals are charged to the profit and loss account on a straight-line basis over the term of the lease

Reverse premiums and similar incentives received to enter into operating lease agreements are released to the profit and loss account over the period to the date on which the rent is first expected to be adjusted to the prevailing market rate Included within the accruals is an amount of pound831061 (2009 pound657118) in respect of an accrual for a rent free period

16 Investments Fixed asset investments are stated at cost less provision for diminution in value

17 Pensions

Contributions to the companys defined contribution pension scheme are charged to the profit and loss account in the period in which they become payable The assets of the scheme are held separately in an independently administered fund

18 Deferred taxation Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes The deterred tax balance has not been discounted

10 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

1 Accounting policies (continued)

19 Foreign currency translation Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction All differences are taken to profit and loss account

110 Group accounts The financial statements present information about the company as an individual undertaking and not about its group The company and its subsidiary undertaking comprise a small-sized group The company has therefore taken advantage of the exemptions provided by section 398 of the Companies Act 2006 not to prepare group accounts

2 Turnover

In the year to 31 March 2010 10000 (2009 outside the United Kingdom

- 10000) of the companys turnover was to markets

3 Operating loss

Operating loss is stated after charging DepreCiation of tangible assets Loss on disposal of tangible assets Operating lease rentals Auditors remuneration Directors emoluments

2010 pound

371188 796

1758095 14651

1220707

2009

pound

32620

1384098 13000

and after crediting Profit on foreign exchange transactions (85015) (41106)

4 Investment income 2010 pound

2009 pound

Bank interest 4769 21216

4769 21216

11 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

5 Taxation Current tax charge

20U1 200fi

Factors affecting the tax charge for the year Loss on ordinary activities before taxation (227124) (3341759)

Loss on ordinary activities before taxation multiplied by standard rate of UK corporation tax of 2800 (2009 - 2800) (63595S (935693-)

Effects of Tax losses

Other tax adjustments

73992 (10397

63595

935693

---_ 935693

Current tax charge

No deferred tax recoverabi lity

has been provided on trading losses carried forv2rcl clue to unceriafnfy over thek

12 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

6 Tangible fixed assets

Cost At 1 April 2009 Transfers

Additions

Disposals

Assets unde r construction

pound

2333387 (2522709)

189322

Land and Plant and buildings machinery etc leasehold

pound pound

276697

1968110 554599 125506

(8610)

Total

pound

2610084

314828 (8610)

At 31 March 2010 1968110 948192 2916302

Depreciation At 1 April 2009 On disposals

Charge for the year 146777

32620 (154)

224411

32620 (154)

371188

At 31 March 2010 146777 256877 403654

Net book value At 31 March 2010 1821333 691315 2512648

At 31 March 2009 2333387 ---shy

1778787 798677 2577464

Fixed assets were transferred to the relevant asset category on completion of construction

- 13 shy

7

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUEOf

FOR THE YEAR ENDED 31 MARCH 2010

Fixed asset investments

Cost

At 1 April 2009 amp at 31 March 2010

Net book value At 31 March 2010

At 31 March 2009

Shares in group

undertakings and

participating interests

pound

At the beginning of the year the company held 100 of the issued sh2Yri~ capital in GMR Infrastructure (Singapore) Pte Limited In December 2009 GMR Infrastructure (Sirnlap~~re) Pte limited issued 69148800 ordinary shares of Singapore $1 each to GMR Infrastruct~rc (laurltius) limited the companys immediate parent company This allotment of shares has f~middotmiddot$JHiKi in GMR Infrastructure (Singapore) Pte limited ceasing to be a subsidary of this company

8 Debtors

Trade debtors

Amounts owed by group undertakings Other debtors

9 Creditors amounts falling due within one year

Trade creditors

Amounts owed to group undertakings Taxation and social security

Other creditors

2010 2009 [ pound

136667

6163500 333069 657803 31144

6821303 500880

2010 2009 pound pound

224865 269056

288836 155546 374911

1676786 1866785

2346043 2510752

- 14 ~

46

46

46

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

10 Creditors amounts falling due after more than one year 2010 2009 pound pound

Other creditors 7007725 7390000

The loan is non-interest bearing and has no set repayment date

On 2 June 2009 GMR Infrastructure (Mauritius) Limited the immediate parent company converted pound5m of its loan into share capital Additional loan funding was also subsequently provided by the immediate parent company It is the parent companys intention to capitalise the amounts outstanding to equity after the balance sheet date

11 Pension and other postretirement benefit commitments Defined contribution

2010 2009 pound pound

Contributions payable by the company for the year 135000

12 Share capital 2010 2009 pound pound

Authorised 10000000 Ordinary shares of pound1 each 10000000 10000000

Allotted called up and fully paid 5010000 Ordinary shares of pound1 each 5010000 10000

On 2 June 2009 GMR Infrastructure (Mauritius) Limited the immediate parent company converted pound5m of its loan into 5000000 Ordinary shares of pound1 each at par

- 15 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

13 Statement of movements on profit and loss account

Balance at 1 April 2009

Loss for the year

Foreign currency translation differences

Balance at 31 March 2010

14 Reconciliation of movements in shareholders funds

Loss for the financial year

Other recognised gains and losses

Proceeds from issue of shares

Net addition tof(depletion in) shareholders funds

Opening shareholders funds

Closing shareholders funds

15 Financial commitments

2010 pound

(227124)

37133

5000000

4735743

(3331759)

Profit and loss

account pound

(3341759) (227124

(37133)

(3606016)

2009 pound

(3341759)

10000

(3331759)

---

1403984 (3331759)

At 31 March 2010 the company was committed to making the following payments under non-cancellable operating leases in the year to 31 March 2011

Land and buildings 2010 2009

pound pound Operating leases which expire

In over five years 1546160 1546160

- 16shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

16 Control

As at 31 March 2010 the companys immediate parent company was GMR Infrastructure (Mauritius) Limited

The companys ultimate parent company is GMR Infrastructure Limited India which is the parent of the largest group of which the company is a member Copies of the consolidated financial statements of GMR Infrastructure Limited India are available from 251 Museum Road SKIP House Bangalore - 560 025 India

17 Related party transactions

The company has taken advantage of the exemption in Financial Reporting Standard Number 8 from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company

To the Board of Directors of GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

1 We have audited ttleuro accompanying financial statements of GMR Infrasttucture (UK) Umited Turley Istanbul Branch (the Company) which comprise the balance sheet as at March

31 2010 and the comprehensive income statement statements of changes in equity and cash flows for the special accounting period ended and a summary of significant accounting policies and other explanatory notes

2 Management is responsible for the preparation and fair presentation of these financIal tatements in accordance with International Financial Reporting Standards This le~pon$ibility includes designing implementing arid maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from materiat misstatement whether duc to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances

3 OUf responsibillty is to express an opinion on these financial staternenb based on OUf audit We conducted our audit jn accordance with Internatlonal Standards on Auditing Those tandards require that we comply with ethkal requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements die free from material cnisstatement

An audit involves performing procedures to obtain audit evidence abuut the amounts and olsclosures in the financial statements The plOcedures selected on the auditors judgrnent including the assessment of the risk of material misstatElIHlIt of the finandal statements whether due to fr aud Of error III rnaking those risk aSSi-isrnents the auditor considers internal (ontrol relevant to the entitys preparation and fait presentation of the filiHKia statements in order to design audit procedures that arc appropriate in the (If UH11stances but not (or the purpose of expft5sing an opinion on the effectivene~s of the en lty$ internal control lin audit also includes evaluating the appropriateness of accounting

used and the reasonableness of accounting estimates made i1ltinagement as wet i~ evaluating the overall presentation of the financial statements

W( believe that the audit evidence we have Obtained is sufficient and appropriate to provide a basis for our audit opinion

4 Ttle Company have been depreciated over the useful lives of its assets as per Turkish GAAP iptead of using pro rat3 method mentioned 111 lASmiddot 6 if pro fata method had been used

administration expenses would be TL middot1C1)1 lower

5 companying fifl1nt i[ itatements have btfl prepared assuming ill the Company will IUt as a going conctl However the equity deficit in the financi6ilatements as of 31

tii 1 2010 amounts to 203 GBP Further uf the same date the hort term liabilities u (hi Company exceed its current assets by 110)234 GBP Such jdd shows that the fli)uily of the COmpdlys operations rely on providing new capiti lhe accompanying (ii Hint statements d Iut include any cdlficdtions 01 adjusll that might be

igt~aiy upon the said 1cprtainty

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 MARCH 2010

1 Reconciliation of operating loss to net cash outflow from operating activities

Operating loss

Depreciation of tangible assets

Loss on disposal of tangible assets

Increase in debtors (Decrease)lncrease in creditors within one year Net effect of foreign exchange differences

Net cash outflow from operating activities

2 Analysis of net debt 1 April 2009 Cash flow

pound pound Net cash

Cash at bank and in hand 3490603 (2066848)

Bank deposits Debt

Debts falling due after one year (7390OOO) 382275

Net debt (3899397) (1684573)

3 Reconciliation of net cash flow to movement in net debt

(Decrease)lincrease in cash in the year

Cash oulflow(inflow) from decrease(increase in debt

Movement in net debt in the year

Opening net debt

Closing net debt

2010 2009

pound pound

(218750)

371188

796

(6320423) (164709)

(37133)

(3362975)

32620

(500880) 2510752

(6369031) (1320483)

Other non- 31 March 2010 cash changes

pound pound

1423755

(7007725)

(5583970)

2010 pound

2009 pound

(2066848)

382275

(1684573)

(3899397)

(5583970)

3490603

(7390000)

(3899397)

(3899397)

9shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2010

1 Accounting policies

11 Accounting convention The financial statements are prepared under the historical cost convention

The financial statements have been prepared on the going concern basis and the directors confirm their belief in the ability to continue as a going concern for the period of at least 12 months from the date of approval of these financial statements The accounts have been prepared on the basis that the parent companys support will continue for the forseeable future

12 Compliance with accounting standards The financial statements are prepared in accordance with applicable United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) which have been applied consistently (except as otherwise stated)

13 Turnover Turnover is recognised on contracts as services are performed and amounts are earned Revenues are considered to be earned once evidence is available of an agreement services are delivered fees are fixed or determinable and collectability is reasonably assured

14 Tangible fixed assets and depreciation Tangible fixed assets are stated at cost less depreciation Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life as follows

Land and buildings Leasehold 625 per annummiddot straight line method Computer equipment 25 per annum - straight line method Fixtures fittings ampequipment 25 per annummiddot straight line method Motor vehicles 25 per annum - straight line method

15 Leasing Rentals payable under operating leases are charged against income on a straight line basis over the lease term Their annual rentals are charged to the profit and loss account on a straight-line basis over the term of the lease

Reverse premiums and similar incentives received to enter into operating lease agreements are released to the profit and loss account over the period to the date on which the rent is first expected to be adjusted to the prevailing market rate Included within the accruals is an amount of pound831061 (2009 pound657118) in respect of an accrual for a rent free period

16 Investments Fixed asset investments are stated at cost less provision for diminution in value

17 Pensions

Contributions to the companys defined contribution pension scheme are charged to the profit and loss account in the period in which they become payable The assets of the scheme are held separately in an independently administered fund

18 Deferred taxation Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes The deterred tax balance has not been discounted

10 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

1 Accounting policies (continued)

19 Foreign currency translation Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction All differences are taken to profit and loss account

110 Group accounts The financial statements present information about the company as an individual undertaking and not about its group The company and its subsidiary undertaking comprise a small-sized group The company has therefore taken advantage of the exemptions provided by section 398 of the Companies Act 2006 not to prepare group accounts

2 Turnover

In the year to 31 March 2010 10000 (2009 outside the United Kingdom

- 10000) of the companys turnover was to markets

3 Operating loss

Operating loss is stated after charging DepreCiation of tangible assets Loss on disposal of tangible assets Operating lease rentals Auditors remuneration Directors emoluments

2010 pound

371188 796

1758095 14651

1220707

2009

pound

32620

1384098 13000

and after crediting Profit on foreign exchange transactions (85015) (41106)

4 Investment income 2010 pound

2009 pound

Bank interest 4769 21216

4769 21216

11 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

5 Taxation Current tax charge

20U1 200fi

Factors affecting the tax charge for the year Loss on ordinary activities before taxation (227124) (3341759)

Loss on ordinary activities before taxation multiplied by standard rate of UK corporation tax of 2800 (2009 - 2800) (63595S (935693-)

Effects of Tax losses

Other tax adjustments

73992 (10397

63595

935693

---_ 935693

Current tax charge

No deferred tax recoverabi lity

has been provided on trading losses carried forv2rcl clue to unceriafnfy over thek

12 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

6 Tangible fixed assets

Cost At 1 April 2009 Transfers

Additions

Disposals

Assets unde r construction

pound

2333387 (2522709)

189322

Land and Plant and buildings machinery etc leasehold

pound pound

276697

1968110 554599 125506

(8610)

Total

pound

2610084

314828 (8610)

At 31 March 2010 1968110 948192 2916302

Depreciation At 1 April 2009 On disposals

Charge for the year 146777

32620 (154)

224411

32620 (154)

371188

At 31 March 2010 146777 256877 403654

Net book value At 31 March 2010 1821333 691315 2512648

At 31 March 2009 2333387 ---shy

1778787 798677 2577464

Fixed assets were transferred to the relevant asset category on completion of construction

- 13 shy

7

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUEOf

FOR THE YEAR ENDED 31 MARCH 2010

Fixed asset investments

Cost

At 1 April 2009 amp at 31 March 2010

Net book value At 31 March 2010

At 31 March 2009

Shares in group

undertakings and

participating interests

pound

At the beginning of the year the company held 100 of the issued sh2Yri~ capital in GMR Infrastructure (Singapore) Pte Limited In December 2009 GMR Infrastructure (Sirnlap~~re) Pte limited issued 69148800 ordinary shares of Singapore $1 each to GMR Infrastruct~rc (laurltius) limited the companys immediate parent company This allotment of shares has f~middotmiddot$JHiKi in GMR Infrastructure (Singapore) Pte limited ceasing to be a subsidary of this company

8 Debtors

Trade debtors

Amounts owed by group undertakings Other debtors

9 Creditors amounts falling due within one year

Trade creditors

Amounts owed to group undertakings Taxation and social security

Other creditors

2010 2009 [ pound

136667

6163500 333069 657803 31144

6821303 500880

2010 2009 pound pound

224865 269056

288836 155546 374911

1676786 1866785

2346043 2510752

- 14 ~

46

46

46

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

10 Creditors amounts falling due after more than one year 2010 2009 pound pound

Other creditors 7007725 7390000

The loan is non-interest bearing and has no set repayment date

On 2 June 2009 GMR Infrastructure (Mauritius) Limited the immediate parent company converted pound5m of its loan into share capital Additional loan funding was also subsequently provided by the immediate parent company It is the parent companys intention to capitalise the amounts outstanding to equity after the balance sheet date

11 Pension and other postretirement benefit commitments Defined contribution

2010 2009 pound pound

Contributions payable by the company for the year 135000

12 Share capital 2010 2009 pound pound

Authorised 10000000 Ordinary shares of pound1 each 10000000 10000000

Allotted called up and fully paid 5010000 Ordinary shares of pound1 each 5010000 10000

On 2 June 2009 GMR Infrastructure (Mauritius) Limited the immediate parent company converted pound5m of its loan into 5000000 Ordinary shares of pound1 each at par

- 15 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

13 Statement of movements on profit and loss account

Balance at 1 April 2009

Loss for the year

Foreign currency translation differences

Balance at 31 March 2010

14 Reconciliation of movements in shareholders funds

Loss for the financial year

Other recognised gains and losses

Proceeds from issue of shares

Net addition tof(depletion in) shareholders funds

Opening shareholders funds

Closing shareholders funds

15 Financial commitments

2010 pound

(227124)

37133

5000000

4735743

(3331759)

Profit and loss

account pound

(3341759) (227124

(37133)

(3606016)

2009 pound

(3341759)

10000

(3331759)

---

1403984 (3331759)

At 31 March 2010 the company was committed to making the following payments under non-cancellable operating leases in the year to 31 March 2011

Land and buildings 2010 2009

pound pound Operating leases which expire

In over five years 1546160 1546160

- 16shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

16 Control

As at 31 March 2010 the companys immediate parent company was GMR Infrastructure (Mauritius) Limited

The companys ultimate parent company is GMR Infrastructure Limited India which is the parent of the largest group of which the company is a member Copies of the consolidated financial statements of GMR Infrastructure Limited India are available from 251 Museum Road SKIP House Bangalore - 560 025 India

17 Related party transactions

The company has taken advantage of the exemption in Financial Reporting Standard Number 8 from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company

To the Board of Directors of GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

1 We have audited ttleuro accompanying financial statements of GMR Infrasttucture (UK) Umited Turley Istanbul Branch (the Company) which comprise the balance sheet as at March

31 2010 and the comprehensive income statement statements of changes in equity and cash flows for the special accounting period ended and a summary of significant accounting policies and other explanatory notes

2 Management is responsible for the preparation and fair presentation of these financIal tatements in accordance with International Financial Reporting Standards This le~pon$ibility includes designing implementing arid maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from materiat misstatement whether duc to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances

3 OUf responsibillty is to express an opinion on these financial staternenb based on OUf audit We conducted our audit jn accordance with Internatlonal Standards on Auditing Those tandards require that we comply with ethkal requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements die free from material cnisstatement

An audit involves performing procedures to obtain audit evidence abuut the amounts and olsclosures in the financial statements The plOcedures selected on the auditors judgrnent including the assessment of the risk of material misstatElIHlIt of the finandal statements whether due to fr aud Of error III rnaking those risk aSSi-isrnents the auditor considers internal (ontrol relevant to the entitys preparation and fait presentation of the filiHKia statements in order to design audit procedures that arc appropriate in the (If UH11stances but not (or the purpose of expft5sing an opinion on the effectivene~s of the en lty$ internal control lin audit also includes evaluating the appropriateness of accounting

used and the reasonableness of accounting estimates made i1ltinagement as wet i~ evaluating the overall presentation of the financial statements

W( believe that the audit evidence we have Obtained is sufficient and appropriate to provide a basis for our audit opinion

4 Ttle Company have been depreciated over the useful lives of its assets as per Turkish GAAP iptead of using pro rat3 method mentioned 111 lASmiddot 6 if pro fata method had been used

administration expenses would be TL middot1C1)1 lower

5 companying fifl1nt i[ itatements have btfl prepared assuming ill the Company will IUt as a going conctl However the equity deficit in the financi6ilatements as of 31

tii 1 2010 amounts to 203 GBP Further uf the same date the hort term liabilities u (hi Company exceed its current assets by 110)234 GBP Such jdd shows that the fli)uily of the COmpdlys operations rely on providing new capiti lhe accompanying (ii Hint statements d Iut include any cdlficdtions 01 adjusll that might be

igt~aiy upon the said 1cprtainty

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2010

1 Accounting policies

11 Accounting convention The financial statements are prepared under the historical cost convention

The financial statements have been prepared on the going concern basis and the directors confirm their belief in the ability to continue as a going concern for the period of at least 12 months from the date of approval of these financial statements The accounts have been prepared on the basis that the parent companys support will continue for the forseeable future

12 Compliance with accounting standards The financial statements are prepared in accordance with applicable United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) which have been applied consistently (except as otherwise stated)

13 Turnover Turnover is recognised on contracts as services are performed and amounts are earned Revenues are considered to be earned once evidence is available of an agreement services are delivered fees are fixed or determinable and collectability is reasonably assured

14 Tangible fixed assets and depreciation Tangible fixed assets are stated at cost less depreciation Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life as follows

Land and buildings Leasehold 625 per annummiddot straight line method Computer equipment 25 per annum - straight line method Fixtures fittings ampequipment 25 per annummiddot straight line method Motor vehicles 25 per annum - straight line method

15 Leasing Rentals payable under operating leases are charged against income on a straight line basis over the lease term Their annual rentals are charged to the profit and loss account on a straight-line basis over the term of the lease

Reverse premiums and similar incentives received to enter into operating lease agreements are released to the profit and loss account over the period to the date on which the rent is first expected to be adjusted to the prevailing market rate Included within the accruals is an amount of pound831061 (2009 pound657118) in respect of an accrual for a rent free period

16 Investments Fixed asset investments are stated at cost less provision for diminution in value

17 Pensions

Contributions to the companys defined contribution pension scheme are charged to the profit and loss account in the period in which they become payable The assets of the scheme are held separately in an independently administered fund

18 Deferred taxation Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes The deterred tax balance has not been discounted

10 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

1 Accounting policies (continued)

19 Foreign currency translation Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction All differences are taken to profit and loss account

110 Group accounts The financial statements present information about the company as an individual undertaking and not about its group The company and its subsidiary undertaking comprise a small-sized group The company has therefore taken advantage of the exemptions provided by section 398 of the Companies Act 2006 not to prepare group accounts

2 Turnover

In the year to 31 March 2010 10000 (2009 outside the United Kingdom

- 10000) of the companys turnover was to markets

3 Operating loss

Operating loss is stated after charging DepreCiation of tangible assets Loss on disposal of tangible assets Operating lease rentals Auditors remuneration Directors emoluments

2010 pound

371188 796

1758095 14651

1220707

2009

pound

32620

1384098 13000

and after crediting Profit on foreign exchange transactions (85015) (41106)

4 Investment income 2010 pound

2009 pound

Bank interest 4769 21216

4769 21216

11 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

5 Taxation Current tax charge

20U1 200fi

Factors affecting the tax charge for the year Loss on ordinary activities before taxation (227124) (3341759)

Loss on ordinary activities before taxation multiplied by standard rate of UK corporation tax of 2800 (2009 - 2800) (63595S (935693-)

Effects of Tax losses

Other tax adjustments

73992 (10397

63595

935693

---_ 935693

Current tax charge

No deferred tax recoverabi lity

has been provided on trading losses carried forv2rcl clue to unceriafnfy over thek

12 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

6 Tangible fixed assets

Cost At 1 April 2009 Transfers

Additions

Disposals

Assets unde r construction

pound

2333387 (2522709)

189322

Land and Plant and buildings machinery etc leasehold

pound pound

276697

1968110 554599 125506

(8610)

Total

pound

2610084

314828 (8610)

At 31 March 2010 1968110 948192 2916302

Depreciation At 1 April 2009 On disposals

Charge for the year 146777

32620 (154)

224411

32620 (154)

371188

At 31 March 2010 146777 256877 403654

Net book value At 31 March 2010 1821333 691315 2512648

At 31 March 2009 2333387 ---shy

1778787 798677 2577464

Fixed assets were transferred to the relevant asset category on completion of construction

- 13 shy

7

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUEOf

FOR THE YEAR ENDED 31 MARCH 2010

Fixed asset investments

Cost

At 1 April 2009 amp at 31 March 2010

Net book value At 31 March 2010

At 31 March 2009

Shares in group

undertakings and

participating interests

pound

At the beginning of the year the company held 100 of the issued sh2Yri~ capital in GMR Infrastructure (Singapore) Pte Limited In December 2009 GMR Infrastructure (Sirnlap~~re) Pte limited issued 69148800 ordinary shares of Singapore $1 each to GMR Infrastruct~rc (laurltius) limited the companys immediate parent company This allotment of shares has f~middotmiddot$JHiKi in GMR Infrastructure (Singapore) Pte limited ceasing to be a subsidary of this company

8 Debtors

Trade debtors

Amounts owed by group undertakings Other debtors

9 Creditors amounts falling due within one year

Trade creditors

Amounts owed to group undertakings Taxation and social security

Other creditors

2010 2009 [ pound

136667

6163500 333069 657803 31144

6821303 500880

2010 2009 pound pound

224865 269056

288836 155546 374911

1676786 1866785

2346043 2510752

- 14 ~

46

46

46

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

10 Creditors amounts falling due after more than one year 2010 2009 pound pound

Other creditors 7007725 7390000

The loan is non-interest bearing and has no set repayment date

On 2 June 2009 GMR Infrastructure (Mauritius) Limited the immediate parent company converted pound5m of its loan into share capital Additional loan funding was also subsequently provided by the immediate parent company It is the parent companys intention to capitalise the amounts outstanding to equity after the balance sheet date

11 Pension and other postretirement benefit commitments Defined contribution

2010 2009 pound pound

Contributions payable by the company for the year 135000

12 Share capital 2010 2009 pound pound

Authorised 10000000 Ordinary shares of pound1 each 10000000 10000000

Allotted called up and fully paid 5010000 Ordinary shares of pound1 each 5010000 10000

On 2 June 2009 GMR Infrastructure (Mauritius) Limited the immediate parent company converted pound5m of its loan into 5000000 Ordinary shares of pound1 each at par

- 15 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

13 Statement of movements on profit and loss account

Balance at 1 April 2009

Loss for the year

Foreign currency translation differences

Balance at 31 March 2010

14 Reconciliation of movements in shareholders funds

Loss for the financial year

Other recognised gains and losses

Proceeds from issue of shares

Net addition tof(depletion in) shareholders funds

Opening shareholders funds

Closing shareholders funds

15 Financial commitments

2010 pound

(227124)

37133

5000000

4735743

(3331759)

Profit and loss

account pound

(3341759) (227124

(37133)

(3606016)

2009 pound

(3341759)

10000

(3331759)

---

1403984 (3331759)

At 31 March 2010 the company was committed to making the following payments under non-cancellable operating leases in the year to 31 March 2011

Land and buildings 2010 2009

pound pound Operating leases which expire

In over five years 1546160 1546160

- 16shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

16 Control

As at 31 March 2010 the companys immediate parent company was GMR Infrastructure (Mauritius) Limited

The companys ultimate parent company is GMR Infrastructure Limited India which is the parent of the largest group of which the company is a member Copies of the consolidated financial statements of GMR Infrastructure Limited India are available from 251 Museum Road SKIP House Bangalore - 560 025 India

17 Related party transactions

The company has taken advantage of the exemption in Financial Reporting Standard Number 8 from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company

To the Board of Directors of GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

1 We have audited ttleuro accompanying financial statements of GMR Infrasttucture (UK) Umited Turley Istanbul Branch (the Company) which comprise the balance sheet as at March

31 2010 and the comprehensive income statement statements of changes in equity and cash flows for the special accounting period ended and a summary of significant accounting policies and other explanatory notes

2 Management is responsible for the preparation and fair presentation of these financIal tatements in accordance with International Financial Reporting Standards This le~pon$ibility includes designing implementing arid maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from materiat misstatement whether duc to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances

3 OUf responsibillty is to express an opinion on these financial staternenb based on OUf audit We conducted our audit jn accordance with Internatlonal Standards on Auditing Those tandards require that we comply with ethkal requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements die free from material cnisstatement

An audit involves performing procedures to obtain audit evidence abuut the amounts and olsclosures in the financial statements The plOcedures selected on the auditors judgrnent including the assessment of the risk of material misstatElIHlIt of the finandal statements whether due to fr aud Of error III rnaking those risk aSSi-isrnents the auditor considers internal (ontrol relevant to the entitys preparation and fait presentation of the filiHKia statements in order to design audit procedures that arc appropriate in the (If UH11stances but not (or the purpose of expft5sing an opinion on the effectivene~s of the en lty$ internal control lin audit also includes evaluating the appropriateness of accounting

used and the reasonableness of accounting estimates made i1ltinagement as wet i~ evaluating the overall presentation of the financial statements

W( believe that the audit evidence we have Obtained is sufficient and appropriate to provide a basis for our audit opinion

4 Ttle Company have been depreciated over the useful lives of its assets as per Turkish GAAP iptead of using pro rat3 method mentioned 111 lASmiddot 6 if pro fata method had been used

administration expenses would be TL middot1C1)1 lower

5 companying fifl1nt i[ itatements have btfl prepared assuming ill the Company will IUt as a going conctl However the equity deficit in the financi6ilatements as of 31

tii 1 2010 amounts to 203 GBP Further uf the same date the hort term liabilities u (hi Company exceed its current assets by 110)234 GBP Such jdd shows that the fli)uily of the COmpdlys operations rely on providing new capiti lhe accompanying (ii Hint statements d Iut include any cdlficdtions 01 adjusll that might be

igt~aiy upon the said 1cprtainty

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

1 Accounting policies (continued)

19 Foreign currency translation Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction All differences are taken to profit and loss account

110 Group accounts The financial statements present information about the company as an individual undertaking and not about its group The company and its subsidiary undertaking comprise a small-sized group The company has therefore taken advantage of the exemptions provided by section 398 of the Companies Act 2006 not to prepare group accounts

2 Turnover

In the year to 31 March 2010 10000 (2009 outside the United Kingdom

- 10000) of the companys turnover was to markets

3 Operating loss

Operating loss is stated after charging DepreCiation of tangible assets Loss on disposal of tangible assets Operating lease rentals Auditors remuneration Directors emoluments

2010 pound

371188 796

1758095 14651

1220707

2009

pound

32620

1384098 13000

and after crediting Profit on foreign exchange transactions (85015) (41106)

4 Investment income 2010 pound

2009 pound

Bank interest 4769 21216

4769 21216

11 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

5 Taxation Current tax charge

20U1 200fi

Factors affecting the tax charge for the year Loss on ordinary activities before taxation (227124) (3341759)

Loss on ordinary activities before taxation multiplied by standard rate of UK corporation tax of 2800 (2009 - 2800) (63595S (935693-)

Effects of Tax losses

Other tax adjustments

73992 (10397

63595

935693

---_ 935693

Current tax charge

No deferred tax recoverabi lity

has been provided on trading losses carried forv2rcl clue to unceriafnfy over thek

12 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

6 Tangible fixed assets

Cost At 1 April 2009 Transfers

Additions

Disposals

Assets unde r construction

pound

2333387 (2522709)

189322

Land and Plant and buildings machinery etc leasehold

pound pound

276697

1968110 554599 125506

(8610)

Total

pound

2610084

314828 (8610)

At 31 March 2010 1968110 948192 2916302

Depreciation At 1 April 2009 On disposals

Charge for the year 146777

32620 (154)

224411

32620 (154)

371188

At 31 March 2010 146777 256877 403654

Net book value At 31 March 2010 1821333 691315 2512648

At 31 March 2009 2333387 ---shy

1778787 798677 2577464

Fixed assets were transferred to the relevant asset category on completion of construction

- 13 shy

7

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUEOf

FOR THE YEAR ENDED 31 MARCH 2010

Fixed asset investments

Cost

At 1 April 2009 amp at 31 March 2010

Net book value At 31 March 2010

At 31 March 2009

Shares in group

undertakings and

participating interests

pound

At the beginning of the year the company held 100 of the issued sh2Yri~ capital in GMR Infrastructure (Singapore) Pte Limited In December 2009 GMR Infrastructure (Sirnlap~~re) Pte limited issued 69148800 ordinary shares of Singapore $1 each to GMR Infrastruct~rc (laurltius) limited the companys immediate parent company This allotment of shares has f~middotmiddot$JHiKi in GMR Infrastructure (Singapore) Pte limited ceasing to be a subsidary of this company

8 Debtors

Trade debtors

Amounts owed by group undertakings Other debtors

9 Creditors amounts falling due within one year

Trade creditors

Amounts owed to group undertakings Taxation and social security

Other creditors

2010 2009 [ pound

136667

6163500 333069 657803 31144

6821303 500880

2010 2009 pound pound

224865 269056

288836 155546 374911

1676786 1866785

2346043 2510752

- 14 ~

46

46

46

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

10 Creditors amounts falling due after more than one year 2010 2009 pound pound

Other creditors 7007725 7390000

The loan is non-interest bearing and has no set repayment date

On 2 June 2009 GMR Infrastructure (Mauritius) Limited the immediate parent company converted pound5m of its loan into share capital Additional loan funding was also subsequently provided by the immediate parent company It is the parent companys intention to capitalise the amounts outstanding to equity after the balance sheet date

11 Pension and other postretirement benefit commitments Defined contribution

2010 2009 pound pound

Contributions payable by the company for the year 135000

12 Share capital 2010 2009 pound pound

Authorised 10000000 Ordinary shares of pound1 each 10000000 10000000

Allotted called up and fully paid 5010000 Ordinary shares of pound1 each 5010000 10000

On 2 June 2009 GMR Infrastructure (Mauritius) Limited the immediate parent company converted pound5m of its loan into 5000000 Ordinary shares of pound1 each at par

- 15 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

13 Statement of movements on profit and loss account

Balance at 1 April 2009

Loss for the year

Foreign currency translation differences

Balance at 31 March 2010

14 Reconciliation of movements in shareholders funds

Loss for the financial year

Other recognised gains and losses

Proceeds from issue of shares

Net addition tof(depletion in) shareholders funds

Opening shareholders funds

Closing shareholders funds

15 Financial commitments

2010 pound

(227124)

37133

5000000

4735743

(3331759)

Profit and loss

account pound

(3341759) (227124

(37133)

(3606016)

2009 pound

(3341759)

10000

(3331759)

---

1403984 (3331759)

At 31 March 2010 the company was committed to making the following payments under non-cancellable operating leases in the year to 31 March 2011

Land and buildings 2010 2009

pound pound Operating leases which expire

In over five years 1546160 1546160

- 16shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

16 Control

As at 31 March 2010 the companys immediate parent company was GMR Infrastructure (Mauritius) Limited

The companys ultimate parent company is GMR Infrastructure Limited India which is the parent of the largest group of which the company is a member Copies of the consolidated financial statements of GMR Infrastructure Limited India are available from 251 Museum Road SKIP House Bangalore - 560 025 India

17 Related party transactions

The company has taken advantage of the exemption in Financial Reporting Standard Number 8 from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company

To the Board of Directors of GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

1 We have audited ttleuro accompanying financial statements of GMR Infrasttucture (UK) Umited Turley Istanbul Branch (the Company) which comprise the balance sheet as at March

31 2010 and the comprehensive income statement statements of changes in equity and cash flows for the special accounting period ended and a summary of significant accounting policies and other explanatory notes

2 Management is responsible for the preparation and fair presentation of these financIal tatements in accordance with International Financial Reporting Standards This le~pon$ibility includes designing implementing arid maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from materiat misstatement whether duc to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances

3 OUf responsibillty is to express an opinion on these financial staternenb based on OUf audit We conducted our audit jn accordance with Internatlonal Standards on Auditing Those tandards require that we comply with ethkal requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements die free from material cnisstatement

An audit involves performing procedures to obtain audit evidence abuut the amounts and olsclosures in the financial statements The plOcedures selected on the auditors judgrnent including the assessment of the risk of material misstatElIHlIt of the finandal statements whether due to fr aud Of error III rnaking those risk aSSi-isrnents the auditor considers internal (ontrol relevant to the entitys preparation and fait presentation of the filiHKia statements in order to design audit procedures that arc appropriate in the (If UH11stances but not (or the purpose of expft5sing an opinion on the effectivene~s of the en lty$ internal control lin audit also includes evaluating the appropriateness of accounting

used and the reasonableness of accounting estimates made i1ltinagement as wet i~ evaluating the overall presentation of the financial statements

W( believe that the audit evidence we have Obtained is sufficient and appropriate to provide a basis for our audit opinion

4 Ttle Company have been depreciated over the useful lives of its assets as per Turkish GAAP iptead of using pro rat3 method mentioned 111 lASmiddot 6 if pro fata method had been used

administration expenses would be TL middot1C1)1 lower

5 companying fifl1nt i[ itatements have btfl prepared assuming ill the Company will IUt as a going conctl However the equity deficit in the financi6ilatements as of 31

tii 1 2010 amounts to 203 GBP Further uf the same date the hort term liabilities u (hi Company exceed its current assets by 110)234 GBP Such jdd shows that the fli)uily of the COmpdlys operations rely on providing new capiti lhe accompanying (ii Hint statements d Iut include any cdlficdtions 01 adjusll that might be

igt~aiy upon the said 1cprtainty

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

5 Taxation Current tax charge

20U1 200fi

Factors affecting the tax charge for the year Loss on ordinary activities before taxation (227124) (3341759)

Loss on ordinary activities before taxation multiplied by standard rate of UK corporation tax of 2800 (2009 - 2800) (63595S (935693-)

Effects of Tax losses

Other tax adjustments

73992 (10397

63595

935693

---_ 935693

Current tax charge

No deferred tax recoverabi lity

has been provided on trading losses carried forv2rcl clue to unceriafnfy over thek

12 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

6 Tangible fixed assets

Cost At 1 April 2009 Transfers

Additions

Disposals

Assets unde r construction

pound

2333387 (2522709)

189322

Land and Plant and buildings machinery etc leasehold

pound pound

276697

1968110 554599 125506

(8610)

Total

pound

2610084

314828 (8610)

At 31 March 2010 1968110 948192 2916302

Depreciation At 1 April 2009 On disposals

Charge for the year 146777

32620 (154)

224411

32620 (154)

371188

At 31 March 2010 146777 256877 403654

Net book value At 31 March 2010 1821333 691315 2512648

At 31 March 2009 2333387 ---shy

1778787 798677 2577464

Fixed assets were transferred to the relevant asset category on completion of construction

- 13 shy

7

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUEOf

FOR THE YEAR ENDED 31 MARCH 2010

Fixed asset investments

Cost

At 1 April 2009 amp at 31 March 2010

Net book value At 31 March 2010

At 31 March 2009

Shares in group

undertakings and

participating interests

pound

At the beginning of the year the company held 100 of the issued sh2Yri~ capital in GMR Infrastructure (Singapore) Pte Limited In December 2009 GMR Infrastructure (Sirnlap~~re) Pte limited issued 69148800 ordinary shares of Singapore $1 each to GMR Infrastruct~rc (laurltius) limited the companys immediate parent company This allotment of shares has f~middotmiddot$JHiKi in GMR Infrastructure (Singapore) Pte limited ceasing to be a subsidary of this company

8 Debtors

Trade debtors

Amounts owed by group undertakings Other debtors

9 Creditors amounts falling due within one year

Trade creditors

Amounts owed to group undertakings Taxation and social security

Other creditors

2010 2009 [ pound

136667

6163500 333069 657803 31144

6821303 500880

2010 2009 pound pound

224865 269056

288836 155546 374911

1676786 1866785

2346043 2510752

- 14 ~

46

46

46

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

10 Creditors amounts falling due after more than one year 2010 2009 pound pound

Other creditors 7007725 7390000

The loan is non-interest bearing and has no set repayment date

On 2 June 2009 GMR Infrastructure (Mauritius) Limited the immediate parent company converted pound5m of its loan into share capital Additional loan funding was also subsequently provided by the immediate parent company It is the parent companys intention to capitalise the amounts outstanding to equity after the balance sheet date

11 Pension and other postretirement benefit commitments Defined contribution

2010 2009 pound pound

Contributions payable by the company for the year 135000

12 Share capital 2010 2009 pound pound

Authorised 10000000 Ordinary shares of pound1 each 10000000 10000000

Allotted called up and fully paid 5010000 Ordinary shares of pound1 each 5010000 10000

On 2 June 2009 GMR Infrastructure (Mauritius) Limited the immediate parent company converted pound5m of its loan into 5000000 Ordinary shares of pound1 each at par

- 15 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

13 Statement of movements on profit and loss account

Balance at 1 April 2009

Loss for the year

Foreign currency translation differences

Balance at 31 March 2010

14 Reconciliation of movements in shareholders funds

Loss for the financial year

Other recognised gains and losses

Proceeds from issue of shares

Net addition tof(depletion in) shareholders funds

Opening shareholders funds

Closing shareholders funds

15 Financial commitments

2010 pound

(227124)

37133

5000000

4735743

(3331759)

Profit and loss

account pound

(3341759) (227124

(37133)

(3606016)

2009 pound

(3341759)

10000

(3331759)

---

1403984 (3331759)

At 31 March 2010 the company was committed to making the following payments under non-cancellable operating leases in the year to 31 March 2011

Land and buildings 2010 2009

pound pound Operating leases which expire

In over five years 1546160 1546160

- 16shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

16 Control

As at 31 March 2010 the companys immediate parent company was GMR Infrastructure (Mauritius) Limited

The companys ultimate parent company is GMR Infrastructure Limited India which is the parent of the largest group of which the company is a member Copies of the consolidated financial statements of GMR Infrastructure Limited India are available from 251 Museum Road SKIP House Bangalore - 560 025 India

17 Related party transactions

The company has taken advantage of the exemption in Financial Reporting Standard Number 8 from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company

To the Board of Directors of GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

1 We have audited ttleuro accompanying financial statements of GMR Infrasttucture (UK) Umited Turley Istanbul Branch (the Company) which comprise the balance sheet as at March

31 2010 and the comprehensive income statement statements of changes in equity and cash flows for the special accounting period ended and a summary of significant accounting policies and other explanatory notes

2 Management is responsible for the preparation and fair presentation of these financIal tatements in accordance with International Financial Reporting Standards This le~pon$ibility includes designing implementing arid maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from materiat misstatement whether duc to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances

3 OUf responsibillty is to express an opinion on these financial staternenb based on OUf audit We conducted our audit jn accordance with Internatlonal Standards on Auditing Those tandards require that we comply with ethkal requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements die free from material cnisstatement

An audit involves performing procedures to obtain audit evidence abuut the amounts and olsclosures in the financial statements The plOcedures selected on the auditors judgrnent including the assessment of the risk of material misstatElIHlIt of the finandal statements whether due to fr aud Of error III rnaking those risk aSSi-isrnents the auditor considers internal (ontrol relevant to the entitys preparation and fait presentation of the filiHKia statements in order to design audit procedures that arc appropriate in the (If UH11stances but not (or the purpose of expft5sing an opinion on the effectivene~s of the en lty$ internal control lin audit also includes evaluating the appropriateness of accounting

used and the reasonableness of accounting estimates made i1ltinagement as wet i~ evaluating the overall presentation of the financial statements

W( believe that the audit evidence we have Obtained is sufficient and appropriate to provide a basis for our audit opinion

4 Ttle Company have been depreciated over the useful lives of its assets as per Turkish GAAP iptead of using pro rat3 method mentioned 111 lASmiddot 6 if pro fata method had been used

administration expenses would be TL middot1C1)1 lower

5 companying fifl1nt i[ itatements have btfl prepared assuming ill the Company will IUt as a going conctl However the equity deficit in the financi6ilatements as of 31

tii 1 2010 amounts to 203 GBP Further uf the same date the hort term liabilities u (hi Company exceed its current assets by 110)234 GBP Such jdd shows that the fli)uily of the COmpdlys operations rely on providing new capiti lhe accompanying (ii Hint statements d Iut include any cdlficdtions 01 adjusll that might be

igt~aiy upon the said 1cprtainty

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

6 Tangible fixed assets

Cost At 1 April 2009 Transfers

Additions

Disposals

Assets unde r construction

pound

2333387 (2522709)

189322

Land and Plant and buildings machinery etc leasehold

pound pound

276697

1968110 554599 125506

(8610)

Total

pound

2610084

314828 (8610)

At 31 March 2010 1968110 948192 2916302

Depreciation At 1 April 2009 On disposals

Charge for the year 146777

32620 (154)

224411

32620 (154)

371188

At 31 March 2010 146777 256877 403654

Net book value At 31 March 2010 1821333 691315 2512648

At 31 March 2009 2333387 ---shy

1778787 798677 2577464

Fixed assets were transferred to the relevant asset category on completion of construction

- 13 shy

7

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUEOf

FOR THE YEAR ENDED 31 MARCH 2010

Fixed asset investments

Cost

At 1 April 2009 amp at 31 March 2010

Net book value At 31 March 2010

At 31 March 2009

Shares in group

undertakings and

participating interests

pound

At the beginning of the year the company held 100 of the issued sh2Yri~ capital in GMR Infrastructure (Singapore) Pte Limited In December 2009 GMR Infrastructure (Sirnlap~~re) Pte limited issued 69148800 ordinary shares of Singapore $1 each to GMR Infrastruct~rc (laurltius) limited the companys immediate parent company This allotment of shares has f~middotmiddot$JHiKi in GMR Infrastructure (Singapore) Pte limited ceasing to be a subsidary of this company

8 Debtors

Trade debtors

Amounts owed by group undertakings Other debtors

9 Creditors amounts falling due within one year

Trade creditors

Amounts owed to group undertakings Taxation and social security

Other creditors

2010 2009 [ pound

136667

6163500 333069 657803 31144

6821303 500880

2010 2009 pound pound

224865 269056

288836 155546 374911

1676786 1866785

2346043 2510752

- 14 ~

46

46

46

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

10 Creditors amounts falling due after more than one year 2010 2009 pound pound

Other creditors 7007725 7390000

The loan is non-interest bearing and has no set repayment date

On 2 June 2009 GMR Infrastructure (Mauritius) Limited the immediate parent company converted pound5m of its loan into share capital Additional loan funding was also subsequently provided by the immediate parent company It is the parent companys intention to capitalise the amounts outstanding to equity after the balance sheet date

11 Pension and other postretirement benefit commitments Defined contribution

2010 2009 pound pound

Contributions payable by the company for the year 135000

12 Share capital 2010 2009 pound pound

Authorised 10000000 Ordinary shares of pound1 each 10000000 10000000

Allotted called up and fully paid 5010000 Ordinary shares of pound1 each 5010000 10000

On 2 June 2009 GMR Infrastructure (Mauritius) Limited the immediate parent company converted pound5m of its loan into 5000000 Ordinary shares of pound1 each at par

- 15 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

13 Statement of movements on profit and loss account

Balance at 1 April 2009

Loss for the year

Foreign currency translation differences

Balance at 31 March 2010

14 Reconciliation of movements in shareholders funds

Loss for the financial year

Other recognised gains and losses

Proceeds from issue of shares

Net addition tof(depletion in) shareholders funds

Opening shareholders funds

Closing shareholders funds

15 Financial commitments

2010 pound

(227124)

37133

5000000

4735743

(3331759)

Profit and loss

account pound

(3341759) (227124

(37133)

(3606016)

2009 pound

(3341759)

10000

(3331759)

---

1403984 (3331759)

At 31 March 2010 the company was committed to making the following payments under non-cancellable operating leases in the year to 31 March 2011

Land and buildings 2010 2009

pound pound Operating leases which expire

In over five years 1546160 1546160

- 16shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

16 Control

As at 31 March 2010 the companys immediate parent company was GMR Infrastructure (Mauritius) Limited

The companys ultimate parent company is GMR Infrastructure Limited India which is the parent of the largest group of which the company is a member Copies of the consolidated financial statements of GMR Infrastructure Limited India are available from 251 Museum Road SKIP House Bangalore - 560 025 India

17 Related party transactions

The company has taken advantage of the exemption in Financial Reporting Standard Number 8 from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company

To the Board of Directors of GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

1 We have audited ttleuro accompanying financial statements of GMR Infrasttucture (UK) Umited Turley Istanbul Branch (the Company) which comprise the balance sheet as at March

31 2010 and the comprehensive income statement statements of changes in equity and cash flows for the special accounting period ended and a summary of significant accounting policies and other explanatory notes

2 Management is responsible for the preparation and fair presentation of these financIal tatements in accordance with International Financial Reporting Standards This le~pon$ibility includes designing implementing arid maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from materiat misstatement whether duc to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances

3 OUf responsibillty is to express an opinion on these financial staternenb based on OUf audit We conducted our audit jn accordance with Internatlonal Standards on Auditing Those tandards require that we comply with ethkal requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements die free from material cnisstatement

An audit involves performing procedures to obtain audit evidence abuut the amounts and olsclosures in the financial statements The plOcedures selected on the auditors judgrnent including the assessment of the risk of material misstatElIHlIt of the finandal statements whether due to fr aud Of error III rnaking those risk aSSi-isrnents the auditor considers internal (ontrol relevant to the entitys preparation and fait presentation of the filiHKia statements in order to design audit procedures that arc appropriate in the (If UH11stances but not (or the purpose of expft5sing an opinion on the effectivene~s of the en lty$ internal control lin audit also includes evaluating the appropriateness of accounting

used and the reasonableness of accounting estimates made i1ltinagement as wet i~ evaluating the overall presentation of the financial statements

W( believe that the audit evidence we have Obtained is sufficient and appropriate to provide a basis for our audit opinion

4 Ttle Company have been depreciated over the useful lives of its assets as per Turkish GAAP iptead of using pro rat3 method mentioned 111 lASmiddot 6 if pro fata method had been used

administration expenses would be TL middot1C1)1 lower

5 companying fifl1nt i[ itatements have btfl prepared assuming ill the Company will IUt as a going conctl However the equity deficit in the financi6ilatements as of 31

tii 1 2010 amounts to 203 GBP Further uf the same date the hort term liabilities u (hi Company exceed its current assets by 110)234 GBP Such jdd shows that the fli)uily of the COmpdlys operations rely on providing new capiti lhe accompanying (ii Hint statements d Iut include any cdlficdtions 01 adjusll that might be

igt~aiy upon the said 1cprtainty

7

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUEOf

FOR THE YEAR ENDED 31 MARCH 2010

Fixed asset investments

Cost

At 1 April 2009 amp at 31 March 2010

Net book value At 31 March 2010

At 31 March 2009

Shares in group

undertakings and

participating interests

pound

At the beginning of the year the company held 100 of the issued sh2Yri~ capital in GMR Infrastructure (Singapore) Pte Limited In December 2009 GMR Infrastructure (Sirnlap~~re) Pte limited issued 69148800 ordinary shares of Singapore $1 each to GMR Infrastruct~rc (laurltius) limited the companys immediate parent company This allotment of shares has f~middotmiddot$JHiKi in GMR Infrastructure (Singapore) Pte limited ceasing to be a subsidary of this company

8 Debtors

Trade debtors

Amounts owed by group undertakings Other debtors

9 Creditors amounts falling due within one year

Trade creditors

Amounts owed to group undertakings Taxation and social security

Other creditors

2010 2009 [ pound

136667

6163500 333069 657803 31144

6821303 500880

2010 2009 pound pound

224865 269056

288836 155546 374911

1676786 1866785

2346043 2510752

- 14 ~

46

46

46

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

10 Creditors amounts falling due after more than one year 2010 2009 pound pound

Other creditors 7007725 7390000

The loan is non-interest bearing and has no set repayment date

On 2 June 2009 GMR Infrastructure (Mauritius) Limited the immediate parent company converted pound5m of its loan into share capital Additional loan funding was also subsequently provided by the immediate parent company It is the parent companys intention to capitalise the amounts outstanding to equity after the balance sheet date

11 Pension and other postretirement benefit commitments Defined contribution

2010 2009 pound pound

Contributions payable by the company for the year 135000

12 Share capital 2010 2009 pound pound

Authorised 10000000 Ordinary shares of pound1 each 10000000 10000000

Allotted called up and fully paid 5010000 Ordinary shares of pound1 each 5010000 10000

On 2 June 2009 GMR Infrastructure (Mauritius) Limited the immediate parent company converted pound5m of its loan into 5000000 Ordinary shares of pound1 each at par

- 15 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

13 Statement of movements on profit and loss account

Balance at 1 April 2009

Loss for the year

Foreign currency translation differences

Balance at 31 March 2010

14 Reconciliation of movements in shareholders funds

Loss for the financial year

Other recognised gains and losses

Proceeds from issue of shares

Net addition tof(depletion in) shareholders funds

Opening shareholders funds

Closing shareholders funds

15 Financial commitments

2010 pound

(227124)

37133

5000000

4735743

(3331759)

Profit and loss

account pound

(3341759) (227124

(37133)

(3606016)

2009 pound

(3341759)

10000

(3331759)

---

1403984 (3331759)

At 31 March 2010 the company was committed to making the following payments under non-cancellable operating leases in the year to 31 March 2011

Land and buildings 2010 2009

pound pound Operating leases which expire

In over five years 1546160 1546160

- 16shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

16 Control

As at 31 March 2010 the companys immediate parent company was GMR Infrastructure (Mauritius) Limited

The companys ultimate parent company is GMR Infrastructure Limited India which is the parent of the largest group of which the company is a member Copies of the consolidated financial statements of GMR Infrastructure Limited India are available from 251 Museum Road SKIP House Bangalore - 560 025 India

17 Related party transactions

The company has taken advantage of the exemption in Financial Reporting Standard Number 8 from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company

To the Board of Directors of GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

1 We have audited ttleuro accompanying financial statements of GMR Infrasttucture (UK) Umited Turley Istanbul Branch (the Company) which comprise the balance sheet as at March

31 2010 and the comprehensive income statement statements of changes in equity and cash flows for the special accounting period ended and a summary of significant accounting policies and other explanatory notes

2 Management is responsible for the preparation and fair presentation of these financIal tatements in accordance with International Financial Reporting Standards This le~pon$ibility includes designing implementing arid maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from materiat misstatement whether duc to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances

3 OUf responsibillty is to express an opinion on these financial staternenb based on OUf audit We conducted our audit jn accordance with Internatlonal Standards on Auditing Those tandards require that we comply with ethkal requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements die free from material cnisstatement

An audit involves performing procedures to obtain audit evidence abuut the amounts and olsclosures in the financial statements The plOcedures selected on the auditors judgrnent including the assessment of the risk of material misstatElIHlIt of the finandal statements whether due to fr aud Of error III rnaking those risk aSSi-isrnents the auditor considers internal (ontrol relevant to the entitys preparation and fait presentation of the filiHKia statements in order to design audit procedures that arc appropriate in the (If UH11stances but not (or the purpose of expft5sing an opinion on the effectivene~s of the en lty$ internal control lin audit also includes evaluating the appropriateness of accounting

used and the reasonableness of accounting estimates made i1ltinagement as wet i~ evaluating the overall presentation of the financial statements

W( believe that the audit evidence we have Obtained is sufficient and appropriate to provide a basis for our audit opinion

4 Ttle Company have been depreciated over the useful lives of its assets as per Turkish GAAP iptead of using pro rat3 method mentioned 111 lASmiddot 6 if pro fata method had been used

administration expenses would be TL middot1C1)1 lower

5 companying fifl1nt i[ itatements have btfl prepared assuming ill the Company will IUt as a going conctl However the equity deficit in the financi6ilatements as of 31

tii 1 2010 amounts to 203 GBP Further uf the same date the hort term liabilities u (hi Company exceed its current assets by 110)234 GBP Such jdd shows that the fli)uily of the COmpdlys operations rely on providing new capiti lhe accompanying (ii Hint statements d Iut include any cdlficdtions 01 adjusll that might be

igt~aiy upon the said 1cprtainty

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

10 Creditors amounts falling due after more than one year 2010 2009 pound pound

Other creditors 7007725 7390000

The loan is non-interest bearing and has no set repayment date

On 2 June 2009 GMR Infrastructure (Mauritius) Limited the immediate parent company converted pound5m of its loan into share capital Additional loan funding was also subsequently provided by the immediate parent company It is the parent companys intention to capitalise the amounts outstanding to equity after the balance sheet date

11 Pension and other postretirement benefit commitments Defined contribution

2010 2009 pound pound

Contributions payable by the company for the year 135000

12 Share capital 2010 2009 pound pound

Authorised 10000000 Ordinary shares of pound1 each 10000000 10000000

Allotted called up and fully paid 5010000 Ordinary shares of pound1 each 5010000 10000

On 2 June 2009 GMR Infrastructure (Mauritius) Limited the immediate parent company converted pound5m of its loan into 5000000 Ordinary shares of pound1 each at par

- 15 shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

13 Statement of movements on profit and loss account

Balance at 1 April 2009

Loss for the year

Foreign currency translation differences

Balance at 31 March 2010

14 Reconciliation of movements in shareholders funds

Loss for the financial year

Other recognised gains and losses

Proceeds from issue of shares

Net addition tof(depletion in) shareholders funds

Opening shareholders funds

Closing shareholders funds

15 Financial commitments

2010 pound

(227124)

37133

5000000

4735743

(3331759)

Profit and loss

account pound

(3341759) (227124

(37133)

(3606016)

2009 pound

(3341759)

10000

(3331759)

---

1403984 (3331759)

At 31 March 2010 the company was committed to making the following payments under non-cancellable operating leases in the year to 31 March 2011

Land and buildings 2010 2009

pound pound Operating leases which expire

In over five years 1546160 1546160

- 16shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

16 Control

As at 31 March 2010 the companys immediate parent company was GMR Infrastructure (Mauritius) Limited

The companys ultimate parent company is GMR Infrastructure Limited India which is the parent of the largest group of which the company is a member Copies of the consolidated financial statements of GMR Infrastructure Limited India are available from 251 Museum Road SKIP House Bangalore - 560 025 India

17 Related party transactions

The company has taken advantage of the exemption in Financial Reporting Standard Number 8 from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company

To the Board of Directors of GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

1 We have audited ttleuro accompanying financial statements of GMR Infrasttucture (UK) Umited Turley Istanbul Branch (the Company) which comprise the balance sheet as at March

31 2010 and the comprehensive income statement statements of changes in equity and cash flows for the special accounting period ended and a summary of significant accounting policies and other explanatory notes

2 Management is responsible for the preparation and fair presentation of these financIal tatements in accordance with International Financial Reporting Standards This le~pon$ibility includes designing implementing arid maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from materiat misstatement whether duc to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances

3 OUf responsibillty is to express an opinion on these financial staternenb based on OUf audit We conducted our audit jn accordance with Internatlonal Standards on Auditing Those tandards require that we comply with ethkal requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements die free from material cnisstatement

An audit involves performing procedures to obtain audit evidence abuut the amounts and olsclosures in the financial statements The plOcedures selected on the auditors judgrnent including the assessment of the risk of material misstatElIHlIt of the finandal statements whether due to fr aud Of error III rnaking those risk aSSi-isrnents the auditor considers internal (ontrol relevant to the entitys preparation and fait presentation of the filiHKia statements in order to design audit procedures that arc appropriate in the (If UH11stances but not (or the purpose of expft5sing an opinion on the effectivene~s of the en lty$ internal control lin audit also includes evaluating the appropriateness of accounting

used and the reasonableness of accounting estimates made i1ltinagement as wet i~ evaluating the overall presentation of the financial statements

W( believe that the audit evidence we have Obtained is sufficient and appropriate to provide a basis for our audit opinion

4 Ttle Company have been depreciated over the useful lives of its assets as per Turkish GAAP iptead of using pro rat3 method mentioned 111 lASmiddot 6 if pro fata method had been used

administration expenses would be TL middot1C1)1 lower

5 companying fifl1nt i[ itatements have btfl prepared assuming ill the Company will IUt as a going conctl However the equity deficit in the financi6ilatements as of 31

tii 1 2010 amounts to 203 GBP Further uf the same date the hort term liabilities u (hi Company exceed its current assets by 110)234 GBP Such jdd shows that the fli)uily of the COmpdlys operations rely on providing new capiti lhe accompanying (ii Hint statements d Iut include any cdlficdtions 01 adjusll that might be

igt~aiy upon the said 1cprtainty

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

13 Statement of movements on profit and loss account

Balance at 1 April 2009

Loss for the year

Foreign currency translation differences

Balance at 31 March 2010

14 Reconciliation of movements in shareholders funds

Loss for the financial year

Other recognised gains and losses

Proceeds from issue of shares

Net addition tof(depletion in) shareholders funds

Opening shareholders funds

Closing shareholders funds

15 Financial commitments

2010 pound

(227124)

37133

5000000

4735743

(3331759)

Profit and loss

account pound

(3341759) (227124

(37133)

(3606016)

2009 pound

(3341759)

10000

(3331759)

---

1403984 (3331759)

At 31 March 2010 the company was committed to making the following payments under non-cancellable operating leases in the year to 31 March 2011

Land and buildings 2010 2009

pound pound Operating leases which expire

In over five years 1546160 1546160

- 16shy

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

16 Control

As at 31 March 2010 the companys immediate parent company was GMR Infrastructure (Mauritius) Limited

The companys ultimate parent company is GMR Infrastructure Limited India which is the parent of the largest group of which the company is a member Copies of the consolidated financial statements of GMR Infrastructure Limited India are available from 251 Museum Road SKIP House Bangalore - 560 025 India

17 Related party transactions

The company has taken advantage of the exemption in Financial Reporting Standard Number 8 from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company

To the Board of Directors of GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

1 We have audited ttleuro accompanying financial statements of GMR Infrasttucture (UK) Umited Turley Istanbul Branch (the Company) which comprise the balance sheet as at March

31 2010 and the comprehensive income statement statements of changes in equity and cash flows for the special accounting period ended and a summary of significant accounting policies and other explanatory notes

2 Management is responsible for the preparation and fair presentation of these financIal tatements in accordance with International Financial Reporting Standards This le~pon$ibility includes designing implementing arid maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from materiat misstatement whether duc to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances

3 OUf responsibillty is to express an opinion on these financial staternenb based on OUf audit We conducted our audit jn accordance with Internatlonal Standards on Auditing Those tandards require that we comply with ethkal requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements die free from material cnisstatement

An audit involves performing procedures to obtain audit evidence abuut the amounts and olsclosures in the financial statements The plOcedures selected on the auditors judgrnent including the assessment of the risk of material misstatElIHlIt of the finandal statements whether due to fr aud Of error III rnaking those risk aSSi-isrnents the auditor considers internal (ontrol relevant to the entitys preparation and fait presentation of the filiHKia statements in order to design audit procedures that arc appropriate in the (If UH11stances but not (or the purpose of expft5sing an opinion on the effectivene~s of the en lty$ internal control lin audit also includes evaluating the appropriateness of accounting

used and the reasonableness of accounting estimates made i1ltinagement as wet i~ evaluating the overall presentation of the financial statements

W( believe that the audit evidence we have Obtained is sufficient and appropriate to provide a basis for our audit opinion

4 Ttle Company have been depreciated over the useful lives of its assets as per Turkish GAAP iptead of using pro rat3 method mentioned 111 lASmiddot 6 if pro fata method had been used

administration expenses would be TL middot1C1)1 lower

5 companying fifl1nt i[ itatements have btfl prepared assuming ill the Company will IUt as a going conctl However the equity deficit in the financi6ilatements as of 31

tii 1 2010 amounts to 203 GBP Further uf the same date the hort term liabilities u (hi Company exceed its current assets by 110)234 GBP Such jdd shows that the fli)uily of the COmpdlys operations rely on providing new capiti lhe accompanying (ii Hint statements d Iut include any cdlficdtions 01 adjusll that might be

igt~aiy upon the said 1cprtainty

GMR INFRASTRUCTURE (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2010

16 Control

As at 31 March 2010 the companys immediate parent company was GMR Infrastructure (Mauritius) Limited

The companys ultimate parent company is GMR Infrastructure Limited India which is the parent of the largest group of which the company is a member Copies of the consolidated financial statements of GMR Infrastructure Limited India are available from 251 Museum Road SKIP House Bangalore - 560 025 India

17 Related party transactions

The company has taken advantage of the exemption in Financial Reporting Standard Number 8 from the requirement to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company

To the Board of Directors of GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

1 We have audited ttleuro accompanying financial statements of GMR Infrasttucture (UK) Umited Turley Istanbul Branch (the Company) which comprise the balance sheet as at March

31 2010 and the comprehensive income statement statements of changes in equity and cash flows for the special accounting period ended and a summary of significant accounting policies and other explanatory notes

2 Management is responsible for the preparation and fair presentation of these financIal tatements in accordance with International Financial Reporting Standards This le~pon$ibility includes designing implementing arid maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from materiat misstatement whether duc to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances

3 OUf responsibillty is to express an opinion on these financial staternenb based on OUf audit We conducted our audit jn accordance with Internatlonal Standards on Auditing Those tandards require that we comply with ethkal requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements die free from material cnisstatement

An audit involves performing procedures to obtain audit evidence abuut the amounts and olsclosures in the financial statements The plOcedures selected on the auditors judgrnent including the assessment of the risk of material misstatElIHlIt of the finandal statements whether due to fr aud Of error III rnaking those risk aSSi-isrnents the auditor considers internal (ontrol relevant to the entitys preparation and fait presentation of the filiHKia statements in order to design audit procedures that arc appropriate in the (If UH11stances but not (or the purpose of expft5sing an opinion on the effectivene~s of the en lty$ internal control lin audit also includes evaluating the appropriateness of accounting

used and the reasonableness of accounting estimates made i1ltinagement as wet i~ evaluating the overall presentation of the financial statements

W( believe that the audit evidence we have Obtained is sufficient and appropriate to provide a basis for our audit opinion

4 Ttle Company have been depreciated over the useful lives of its assets as per Turkish GAAP iptead of using pro rat3 method mentioned 111 lASmiddot 6 if pro fata method had been used

administration expenses would be TL middot1C1)1 lower

5 companying fifl1nt i[ itatements have btfl prepared assuming ill the Company will IUt as a going conctl However the equity deficit in the financi6ilatements as of 31

tii 1 2010 amounts to 203 GBP Further uf the same date the hort term liabilities u (hi Company exceed its current assets by 110)234 GBP Such jdd shows that the fli)uily of the COmpdlys operations rely on providing new capiti lhe accompanying (ii Hint statements d Iut include any cdlficdtions 01 adjusll that might be

igt~aiy upon the said 1cprtainty

To the Board of Directors of GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

1 We have audited ttleuro accompanying financial statements of GMR Infrasttucture (UK) Umited Turley Istanbul Branch (the Company) which comprise the balance sheet as at March

31 2010 and the comprehensive income statement statements of changes in equity and cash flows for the special accounting period ended and a summary of significant accounting policies and other explanatory notes

2 Management is responsible for the preparation and fair presentation of these financIal tatements in accordance with International Financial Reporting Standards This le~pon$ibility includes designing implementing arid maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from materiat misstatement whether duc to fraud or error selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances

3 OUf responsibillty is to express an opinion on these financial staternenb based on OUf audit We conducted our audit jn accordance with Internatlonal Standards on Auditing Those tandards require that we comply with ethkal requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements die free from material cnisstatement

An audit involves performing procedures to obtain audit evidence abuut the amounts and olsclosures in the financial statements The plOcedures selected on the auditors judgrnent including the assessment of the risk of material misstatElIHlIt of the finandal statements whether due to fr aud Of error III rnaking those risk aSSi-isrnents the auditor considers internal (ontrol relevant to the entitys preparation and fait presentation of the filiHKia statements in order to design audit procedures that arc appropriate in the (If UH11stances but not (or the purpose of expft5sing an opinion on the effectivene~s of the en lty$ internal control lin audit also includes evaluating the appropriateness of accounting

used and the reasonableness of accounting estimates made i1ltinagement as wet i~ evaluating the overall presentation of the financial statements

W( believe that the audit evidence we have Obtained is sufficient and appropriate to provide a basis for our audit opinion

4 Ttle Company have been depreciated over the useful lives of its assets as per Turkish GAAP iptead of using pro rat3 method mentioned 111 lASmiddot 6 if pro fata method had been used

administration expenses would be TL middot1C1)1 lower

5 companying fifl1nt i[ itatements have btfl prepared assuming ill the Company will IUt as a going conctl However the equity deficit in the financi6ilatements as of 31

tii 1 2010 amounts to 203 GBP Further uf the same date the hort term liabilities u (hi Company exceed its current assets by 110)234 GBP Such jdd shows that the fli)uily of the COmpdlys operations rely on providing new capiti lhe accompanying (ii Hint statements d Iut include any cdlficdtions 01 adjusll that might be

igt~aiy upon the said 1cprtainty

6 tn our opinion except for possible effects of the matters discussed in the paragraphs 4 and 5 above the accompanying financint statements give a true and fair view GMR Infrastructure (UKj Limited irkt~ti Turkey Istanbul Branchs financial pOSition as of MOfh 31 and of it~ financial performance lnd its cash flows for the special accounting period ended in accordance with International Financial Reporting Standards

istanbul 22 AprH 2010

Denet Bagunsrz Denetim Yeminli Mali MU~Virtk Member firm of BDO [nternatiolal

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi

TURKEY ISTANBUL BRANCH

Statement of Financial Position as of 31 March 2010 and 2009

(GBP)

ASSETS

CURRENT ASSETS

Cash and cash equivalents

Other current assets

Total Current Assets

NON-CURRENT ASSETS

Tangible fixed assets

Intangible assets

Other non-current assets

Total Non-Current Assets

TOTAL ASSETS

Notes

23

26

27

28

26

31 March 2010

111468

90134

201602

202304

100620

302924

504526

31 March 2009

358033

371946

185249

809

2797

The accomp3CII1g notes form an integral pal of these financial statements

1

13913

188855

560801

GMR INFRASTRUCTURE (UK) LiMiTED ~iRKETi

TURKEY ISTANBUL BRANCH

Statements of Financial Position as of 31 March 2010 and 2009

(GBP)

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Trade payables

Due to related parties

Other current liabilities

Total Current Liabilities

NON CURRENT LIABILITIES

Provisions related to employee benefits

Total Non-Current Liabilities

EQUITY

Share capital

Capital commitments (-)

Retained earnings

Total Equity

TOTAL LIABILITIES AND EQUITY

Notes

24

25

29

29

31 March 2010

11857

1195731

99248

1306836

3893

3893

502

(502)

(806203)

(806203)

504526

31 March 2009

139700

586209

796948

(502)

(236147)

(236147)

560801

The accompanying notes form an integral part of these finarcial statements 2

71039

502

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETj

TURKEY ISTANBUL BRANCH

Statements of Comprehensive Income

for the special accounting periods ended 31 March 2010 and 2Q09 (GBP)

Notes 31 March 2010

CONTINUING OPERATIONS

Net sales 10 1130287

GROSS PROFIT I (LOSS) 1130287

General Administration Expenses (-) 11 (1792148)

OPERATING PROFIT I (LOSS) (661861)

Financial Income

Financial Expenses (-)

Other Operating Income I (Expense)

12

12

113630 (33715)

49024

CONTINUING OPERATIONS PROFIT I (LOSS) BEFORE TAX (532922)

Tax Incomel (Expense) for the period Deferred Tax Incomel (Expense)

CONTINUING OPERATIONS PROFIT I (LOSS) FOR THE PERIOD (532922)

PROFITI (LOSS) FOR THE PERIOD (532922)

Foreign translation gaines I (losses) (37134)

TOTAL COMPREHENSIVE PROFIT I (LOSS) (570056)

31 March 2009

113206

113206

(346626)

(233420)

(16924)

(239223)

(239223)

(239223)

(236147)

The accoplnymg notes form an integral ~f these financial statement 3

11121

3076

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi

TURKEY ISTANBUL BRANCH

Statements of Changes in Equity for the special accounting periods ended 31 March 2010 and 2009

(GBP)

Share Capital

Retained

Earnings Total

Balance as at 31 March 2008

Share Capital

Capital Commitments

Net profit for the period

Exchange differences on translating foreign operations

502

(502)

(239223)

3076

502

(502)

(239223)

3076

Balance as at 31 March 2009

Share Capital

Capital Commitments

Net profit for the period

Exchange differences on translating foreign operations

502

(502)

(236147)

(532922)

(37134)

(236147)

502

(502)

(532922)

(37134)

Balance as at 31 March 2010 (806203) (806203)

The accompanying notes fori _ Integral part of these financ i statements

4

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi

TURKEY ISTANBUL BRANCH

Statement of Cash Flows for the special accounting periods ended 31 March 2010

(GBP)

31 March 2010

A CASH FLOWS FROM PRINCIPAL ACTIVITIES

Net profit for the period before tax (532922)

Adjustments to reconcile net profit with

the net cash provided from principal activities

Depreciation and amortisation 74190

(Profit)loss on disposal of tangible assets

Provision for termination indemnity 3893

(454839)

(Increase) decrease in other receivables and current assets (75629)

Increase (decrease) in short term trade payables (62204)

Increase in other liabilities and accrued expenses 538196

Net cash provided by operating activities (54476)

B CASH FLOWS FROM INVESTMENT ACTIVITIES

Addition to tangible assets -net (61007)

Addition to intangible assets -net (122136)

(Decrease)increase in other long term assets 2916

Net cash (used in) investing activities (180227)

C CASH FLOWS FROM FINANCIAL ACTIVITIES

Translation difference (11863)

Net cash provided by financing activities (11863)

Increase (decrease) in cash and cash equivalents (246566)

Cash and cash equivalents at the beginning of the period 358033

Cash and cash equivalents at the end of the period 111467

The accompanying notes form an integral part of these financial statements 5

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

1 Principal Activities

GMR Infrastructure (UK) Limited ~irketi - Turkey Istanbul Branch (the Company) was established to manage the operations of GMR in Middle East and North African Region in the fields of infrastructure airport at 9 June 2008 The Company has been supporting the construction project going on Sabiha Goklten International Airport Istanbul The Company has 10 personnel Also it is receiving consultancy services from an external company

2 Accounting Techniques and Valuation Procedures Applied

(a) Basis of Presentation

The accompanying financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) The Company maintains its books of account and prepares its statutory financial statements in accordance with the prevailing commercial and financial legislation in Turkey The accompanying financial statements are based on the statutory records with adjustments and reclassifications for the purpose of fair presentation in accordance with the IFRS issued by the International Accounting Standards Board

(b) Translation of Financial Statements from Functional Currency to Presentation Currency

The accompanying financial statements for the special period ended 31 March 2010 has been converted into GBP from Turkish Lira by applying the 31 March 2010 GBP exchange parity quoted by the Turkish Central Bank TL 22924 = GBP 1 (31 March 2009 TL 23899 = GBP 1) and exchange parity TL 24089 = GBP 1 (average) applied for profit (loss) balances (31 March 2009 TL 23592 = GBP 1) The difference has been included in translation differences account under the equity account group as per the lAS 21 The functional currency of the Company is TL and the reporting currency is GBP

(c) Financial Instruments

Financial instruments consist of the financial assets and liabilities stated below

i Cash and Cash Equivalents

Cash and Cash Equivalents consist of banks

Bank accounts consist of demand deposit accounts which are stated at cost values and the foreign currency accounts are translated into Turkish Lira at the foreign currency purchasing rate issued by the Central Bank as at 31 March 2010

Fair Value

Fair value is the amount for which a financial instrument could be exchanged between two willing parties in an arms length transaction It is primarily considered the same as the quoted value of the financial instrument however in case there is no quoted value the purchase or sale value of an instrument is accepted to be the fair value of the financial instrument

As the demand and deposit accounts are converted into cash in very short terrns and as there is no risk of value decrease their book values are considered to approximate to their fair values

6

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

(c) Financial Instruments (continued)

ii Trade Payables

Trade payables are financial liabilities created by the Company through purchasing goods and services directly from the suppliers Trade payables are stated at their book values in the financial statements

Fair Value

The net book value of trade payables is considered to be equivalent to the fair value As the maturities of trade payables are unknown their recorded values are considered to be equivalent to their fair values

(d) Related Parties

A party is related to an entity if the party is a legal body or a real person which directly or indirectly controls is controlled by or is under common control with the entity has an interest in the entity that gives it significant influence over the entity and if the party is a subsidiary an affiliate or a joint venture in which the entity is a venturer Furthermore members of the key management personnel of the entity close members of the family of any individual referred to above and parties representing postmiddot employment benefit plan for the benefit of employees of the entity are also defined as related parties

Fair Value

As the maturities of balances due from and due to related parties are unknown their recorded values or the said receivables and payables are considered to be equivalent to their fair values

(e) Tangible Assets

Tangible assets are stated at cost less their accumulated depreciation They have been depreciated over the following useful lives of assets

Furniture and fixtures 4-5 years Motor vehicles 5 years

(f) Intangible Assets

Intangible assets are stated at cost less their accumulated amortization and value decrease if any Intangible assets are amortized considering the approximate useful lives of the assets as stated in the following

Special costs 5 years

7

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

(g) Income Taxes

Corporate earnings are subject to corporation tax at a rate of 20 Dividends paid in cash to real persons with full liability and real persons and entities with limited liability (nonshyresidents) are subject to income tax withholding at a rate of 15 Addition of current year and prior year profits (retained earnings) to share capital has not been regarded as distribution of profits and therefore no withholding tax is applicable to these earnings On the other hand no withholding tax is applicable to entities with full liability in profit distributions

Further provisional corporation tax is paid at a rate of 20 on the profits declared for interim periods to be deducted from the corporation tax

Under the Turkish taxation system tax losses can be carried forward to be offset against future taxable income for up to five years Tax losses cannot be carried back to offset profits from previous periods

As of 31 March 2010 and 2009 there is no tax base therefore no tax provision has been made in the accompanying financial statements

(h) Deferred Taxes

Deferred taxes are calculated on the temporary differences that arise between the deductible tax base and the book values of assets and liabilities by using the liability method The primary temporary differences arise from the income and expense items that are reported in different periods with respect to the International Financial Reporting Standards and the tax legislation While deferred tax liabilities are calculated for all taxable temporary differences deferred tax assets consisting of deductible temporary differences are calculated with the assumption that the Company will have taxable income during the future periods

An enterprise should offset current tax assets and current tax liabilities if the enterprise has a legally enforceable right to set off the recognised amounts provided that the tax assets and tax liabilities are subject to the tax legislation of the same jurisdiction

As of 31 March 2010 and 2009 there is no tax base therefore no deferred tax provision has been made in the accompanying financial statements

(i) Termination Indemnities

Under Turkish Labour Law Article 2511 the Company is required to pay termination indemnities to each employee who completes one year of service and whose employment is terminated upon causes that qualify the employee to receive termination indemnity is called up for military service leaves within one year after marriage (women only) and to those employees who retire or die The amount payable consists of one months salary for each year of service

8

GMR INFRASTRUCTURE (UK) LiMiTED SiRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

0) Foreign Currency Transactions

Assets and liabilities denominated in foreign currencies are translated into Turkish Lira at the foreign currency buying rates announced by the Turkish Central Bank at the balance sheet dates Foreign currency transactions during the period are translated into Turkish Lira at exchange rates prevailing at transaction dates Foreign exchange gains and losses resulting from such translations are included in the statements of income The Central Bank foreign exchange rates used by the Company in translating foreign exchange balances to Turkish Liras as of the balance sheet dates are as follows

31 March 2010 Buying Selling

31 March 2009 Buying Selling

USD EURO GBP

15215 20523 22924

15288 20622 23044

16880 22258 23899

16961 22365 24024

(k) Revenues and Expenses

The accruals basis of accounting is applied for the recognition of revenues and expenses in the accompanying financial statements The accrual concept requires that revenues income and profits should be matched with costs expenses and losses belonging to the same period

(l) Accounting Estimates

The preparation of financial statements in conformity with International Financial Reporting Standards requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period Actual results could differ from those estimates

(m) Subsequent Events

If the Company receives information after the balance sheet date about conditions that existed at the balance sheet date it updates the financial statements that relate to those conditions in the light of the new information If non-adjusting events after the balance sheet date are material the Company discloses them during the related period

3 Cash and Cash Equivalents

Cash and cash equivalents consist of the following (GBP)

31 March 2010 31 March 2009

Banks 111468 358033

9

GMR INFRASTRUCTURE (UK) liMiTED iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

4 Trade Payables

Trade payables consist of the following (GBP)

Asta~ Turizm ilet A~ Bebek Yattlllk Denizcilik Turizm Strategic Decisions Group 6599 Other trade payables 5258

5 Due from and Due to Related Parties

Transactions and balances with shareholders consist of the following (GBP)

31 March 2010 Due to related parties

GMR Infrastructure Ltd UK 1105979 GMR Corporate Affairs Private Ltd 3916 GMR Infrastructure Overseas SL 85836

1195731

6 Prepaid Expenses Other Current Assets

Other current assets and prepaid expenses consist of the following (GBP)

31 March 2010

Deferred VAT 67760 DeductabLe VAT 9446 Prepaid taxes 1582 Advance payments 2604 Advances to personel 6274 Prepaid expenses 2468

Long term other assets consist of the following (GBP)

31 March 2010

Prepaid expenses

31 March 2009

51559 4322 9323 5835

31 March 2009

139700

139700

31 March 2009

7897 5095

921

31 March 2009

10

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

7 Tangible Assets

Tangible assets consist of the following (GBP)

31 March 2010 31 March 2009

Vehicles Furniture and fixtures Accumulated depreciation (-)

194399 78511

( 70606)

186468 12034

( 13253)

202304 185249

8 Intangible Assets

Intangible assets consist of the following (GBP)

31 March 2010 31 March 2009

Special costs Accumulated amortization (-)

134160 837 ( 28)

9 Other Payables and Deferred Income

Other short term payables expense accruals and deferred income consist of the following (GBP)

31 March 2010 31 March 2009

Deferred income 335255 Due to personnel 219202 Taxes and funds 82886 25239 Expense accruals 11848 2515 Social security premiums payable 4514 3998

99248 586209

The Company has an annual income from the consultancy services provided to Sabiha Giik~en Airport construction project 335255 GBP mentioned above consists of the deferred income between the periods as of 31 March 2009- 31 December 2009

Long term other payables consist of the following (GBP)

31 March 2010 31 March 2009

Provision for termination indemnity

11

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

10 Net Sales

Net sales consist of the following (GBP)

31 March 2010

Consultancy income 442025 Cost sharing income 688262

31 March 2009

113206

113206

It consists of consultancy service fees generated in relation to the management services rendered for Sabiha Goklten Airport project

11 General Administration Expenses

General administration expenses consist of the following (GBP)

Consultancy expenses Salaries Rent expenses Depreciation expenses Staff welfare expenses Conveyance expenses Entertainment expenses Provision for termination indemnity Other various expenses

Consultancy expenses consist of the following (GBP)

Mercados Energy Market Strategic Decisions Group GMR Infrastructure Ltd UK Accounting services Legal consultancy fees Poyry Energy (Oxford) Ltd Other consultancy fees

12 Financial Income (Expense)

Financial income consists of the following (GBP)

Interest Income Foreign exchange gain

31 March 2010

501652 849606 139639 89161

3329 17147

5463 3705

182446

1792148

31 March 2010

60586 356569 23945 11740

48812

31 March 2010

3908

31 March 2009

112343 100846 68921 13454

7508 6313 5578

31663

346626

31 March 2009

32109 32542

15444 11988 7949

31 March 2009

6242 4879

11121

12

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

12 Financial Income I (Expense) (continued)

Financial expense consists of the following (GBP)

31 March 2010 31 March 2009

Foreign exchange loss

13 Foreign Currency Position

As of 31 March 2010 the foreign currency position of the Company is as follows

31 March 2010 EURO USD TL Equivalent

Banks Trade payables Due to related

parties Advances received

(560000)

65581 (31470)

( 5900) (61950)

(604632)

99782 47882

(2544323)

Net foreign currency position (560000) (604632)

As of 31 March 2009 the foreign currency position of the Company is as follows

EURO TL Equivalent

Trade payables (13200) ( 22002) Due to related

parties (150000) (333870)

Net foreign currency position (150000)

14 Conting~l1t Assets I Liabilities

As of 31 March 2010 the ongoing Legal proceedings commenced by the Company against third parties amounts to GBP 137083 (31 March 2009 GBP 142606)

13

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi

TURKEY ISTANBUL BRANCH

Statement of Financial Position as of 31 March 2010 and 2009

(GBP)

ASSETS

CURRENT ASSETS

Cash and cash equivalents

Other current assets

Total Current Assets

NON-CURRENT ASSETS

Tangible fixed assets

Intangible assets

Other non-current assets

Total Non-Current Assets

TOTAL ASSETS

Notes

23

26

27

28

26

31 March 2010

111468

90134

201602

202304

100620

302924

504526

31 March 2009

358033

371946

185249

809

2797

The accomp3CII1g notes form an integral pal of these financial statements

1

13913

188855

560801

GMR INFRASTRUCTURE (UK) LiMiTED ~iRKETi

TURKEY ISTANBUL BRANCH

Statements of Financial Position as of 31 March 2010 and 2009

(GBP)

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Trade payables

Due to related parties

Other current liabilities

Total Current Liabilities

NON CURRENT LIABILITIES

Provisions related to employee benefits

Total Non-Current Liabilities

EQUITY

Share capital

Capital commitments (-)

Retained earnings

Total Equity

TOTAL LIABILITIES AND EQUITY

Notes

24

25

29

29

31 March 2010

11857

1195731

99248

1306836

3893

3893

502

(502)

(806203)

(806203)

504526

31 March 2009

139700

586209

796948

(502)

(236147)

(236147)

560801

The accompanying notes form an integral part of these finarcial statements 2

71039

502

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETj

TURKEY ISTANBUL BRANCH

Statements of Comprehensive Income

for the special accounting periods ended 31 March 2010 and 2Q09 (GBP)

Notes 31 March 2010

CONTINUING OPERATIONS

Net sales 10 1130287

GROSS PROFIT I (LOSS) 1130287

General Administration Expenses (-) 11 (1792148)

OPERATING PROFIT I (LOSS) (661861)

Financial Income

Financial Expenses (-)

Other Operating Income I (Expense)

12

12

113630 (33715)

49024

CONTINUING OPERATIONS PROFIT I (LOSS) BEFORE TAX (532922)

Tax Incomel (Expense) for the period Deferred Tax Incomel (Expense)

CONTINUING OPERATIONS PROFIT I (LOSS) FOR THE PERIOD (532922)

PROFITI (LOSS) FOR THE PERIOD (532922)

Foreign translation gaines I (losses) (37134)

TOTAL COMPREHENSIVE PROFIT I (LOSS) (570056)

31 March 2009

113206

113206

(346626)

(233420)

(16924)

(239223)

(239223)

(239223)

(236147)

The accoplnymg notes form an integral ~f these financial statement 3

11121

3076

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi

TURKEY ISTANBUL BRANCH

Statements of Changes in Equity for the special accounting periods ended 31 March 2010 and 2009

(GBP)

Share Capital

Retained

Earnings Total

Balance as at 31 March 2008

Share Capital

Capital Commitments

Net profit for the period

Exchange differences on translating foreign operations

502

(502)

(239223)

3076

502

(502)

(239223)

3076

Balance as at 31 March 2009

Share Capital

Capital Commitments

Net profit for the period

Exchange differences on translating foreign operations

502

(502)

(236147)

(532922)

(37134)

(236147)

502

(502)

(532922)

(37134)

Balance as at 31 March 2010 (806203) (806203)

The accompanying notes fori _ Integral part of these financ i statements

4

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi

TURKEY ISTANBUL BRANCH

Statement of Cash Flows for the special accounting periods ended 31 March 2010

(GBP)

31 March 2010

A CASH FLOWS FROM PRINCIPAL ACTIVITIES

Net profit for the period before tax (532922)

Adjustments to reconcile net profit with

the net cash provided from principal activities

Depreciation and amortisation 74190

(Profit)loss on disposal of tangible assets

Provision for termination indemnity 3893

(454839)

(Increase) decrease in other receivables and current assets (75629)

Increase (decrease) in short term trade payables (62204)

Increase in other liabilities and accrued expenses 538196

Net cash provided by operating activities (54476)

B CASH FLOWS FROM INVESTMENT ACTIVITIES

Addition to tangible assets -net (61007)

Addition to intangible assets -net (122136)

(Decrease)increase in other long term assets 2916

Net cash (used in) investing activities (180227)

C CASH FLOWS FROM FINANCIAL ACTIVITIES

Translation difference (11863)

Net cash provided by financing activities (11863)

Increase (decrease) in cash and cash equivalents (246566)

Cash and cash equivalents at the beginning of the period 358033

Cash and cash equivalents at the end of the period 111467

The accompanying notes form an integral part of these financial statements 5

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

1 Principal Activities

GMR Infrastructure (UK) Limited ~irketi - Turkey Istanbul Branch (the Company) was established to manage the operations of GMR in Middle East and North African Region in the fields of infrastructure airport at 9 June 2008 The Company has been supporting the construction project going on Sabiha Goklten International Airport Istanbul The Company has 10 personnel Also it is receiving consultancy services from an external company

2 Accounting Techniques and Valuation Procedures Applied

(a) Basis of Presentation

The accompanying financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) The Company maintains its books of account and prepares its statutory financial statements in accordance with the prevailing commercial and financial legislation in Turkey The accompanying financial statements are based on the statutory records with adjustments and reclassifications for the purpose of fair presentation in accordance with the IFRS issued by the International Accounting Standards Board

(b) Translation of Financial Statements from Functional Currency to Presentation Currency

The accompanying financial statements for the special period ended 31 March 2010 has been converted into GBP from Turkish Lira by applying the 31 March 2010 GBP exchange parity quoted by the Turkish Central Bank TL 22924 = GBP 1 (31 March 2009 TL 23899 = GBP 1) and exchange parity TL 24089 = GBP 1 (average) applied for profit (loss) balances (31 March 2009 TL 23592 = GBP 1) The difference has been included in translation differences account under the equity account group as per the lAS 21 The functional currency of the Company is TL and the reporting currency is GBP

(c) Financial Instruments

Financial instruments consist of the financial assets and liabilities stated below

i Cash and Cash Equivalents

Cash and Cash Equivalents consist of banks

Bank accounts consist of demand deposit accounts which are stated at cost values and the foreign currency accounts are translated into Turkish Lira at the foreign currency purchasing rate issued by the Central Bank as at 31 March 2010

Fair Value

Fair value is the amount for which a financial instrument could be exchanged between two willing parties in an arms length transaction It is primarily considered the same as the quoted value of the financial instrument however in case there is no quoted value the purchase or sale value of an instrument is accepted to be the fair value of the financial instrument

As the demand and deposit accounts are converted into cash in very short terrns and as there is no risk of value decrease their book values are considered to approximate to their fair values

6

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

(c) Financial Instruments (continued)

ii Trade Payables

Trade payables are financial liabilities created by the Company through purchasing goods and services directly from the suppliers Trade payables are stated at their book values in the financial statements

Fair Value

The net book value of trade payables is considered to be equivalent to the fair value As the maturities of trade payables are unknown their recorded values are considered to be equivalent to their fair values

(d) Related Parties

A party is related to an entity if the party is a legal body or a real person which directly or indirectly controls is controlled by or is under common control with the entity has an interest in the entity that gives it significant influence over the entity and if the party is a subsidiary an affiliate or a joint venture in which the entity is a venturer Furthermore members of the key management personnel of the entity close members of the family of any individual referred to above and parties representing postmiddot employment benefit plan for the benefit of employees of the entity are also defined as related parties

Fair Value

As the maturities of balances due from and due to related parties are unknown their recorded values or the said receivables and payables are considered to be equivalent to their fair values

(e) Tangible Assets

Tangible assets are stated at cost less their accumulated depreciation They have been depreciated over the following useful lives of assets

Furniture and fixtures 4-5 years Motor vehicles 5 years

(f) Intangible Assets

Intangible assets are stated at cost less their accumulated amortization and value decrease if any Intangible assets are amortized considering the approximate useful lives of the assets as stated in the following

Special costs 5 years

7

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

(g) Income Taxes

Corporate earnings are subject to corporation tax at a rate of 20 Dividends paid in cash to real persons with full liability and real persons and entities with limited liability (nonshyresidents) are subject to income tax withholding at a rate of 15 Addition of current year and prior year profits (retained earnings) to share capital has not been regarded as distribution of profits and therefore no withholding tax is applicable to these earnings On the other hand no withholding tax is applicable to entities with full liability in profit distributions

Further provisional corporation tax is paid at a rate of 20 on the profits declared for interim periods to be deducted from the corporation tax

Under the Turkish taxation system tax losses can be carried forward to be offset against future taxable income for up to five years Tax losses cannot be carried back to offset profits from previous periods

As of 31 March 2010 and 2009 there is no tax base therefore no tax provision has been made in the accompanying financial statements

(h) Deferred Taxes

Deferred taxes are calculated on the temporary differences that arise between the deductible tax base and the book values of assets and liabilities by using the liability method The primary temporary differences arise from the income and expense items that are reported in different periods with respect to the International Financial Reporting Standards and the tax legislation While deferred tax liabilities are calculated for all taxable temporary differences deferred tax assets consisting of deductible temporary differences are calculated with the assumption that the Company will have taxable income during the future periods

An enterprise should offset current tax assets and current tax liabilities if the enterprise has a legally enforceable right to set off the recognised amounts provided that the tax assets and tax liabilities are subject to the tax legislation of the same jurisdiction

As of 31 March 2010 and 2009 there is no tax base therefore no deferred tax provision has been made in the accompanying financial statements

(i) Termination Indemnities

Under Turkish Labour Law Article 2511 the Company is required to pay termination indemnities to each employee who completes one year of service and whose employment is terminated upon causes that qualify the employee to receive termination indemnity is called up for military service leaves within one year after marriage (women only) and to those employees who retire or die The amount payable consists of one months salary for each year of service

8

GMR INFRASTRUCTURE (UK) LiMiTED SiRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

0) Foreign Currency Transactions

Assets and liabilities denominated in foreign currencies are translated into Turkish Lira at the foreign currency buying rates announced by the Turkish Central Bank at the balance sheet dates Foreign currency transactions during the period are translated into Turkish Lira at exchange rates prevailing at transaction dates Foreign exchange gains and losses resulting from such translations are included in the statements of income The Central Bank foreign exchange rates used by the Company in translating foreign exchange balances to Turkish Liras as of the balance sheet dates are as follows

31 March 2010 Buying Selling

31 March 2009 Buying Selling

USD EURO GBP

15215 20523 22924

15288 20622 23044

16880 22258 23899

16961 22365 24024

(k) Revenues and Expenses

The accruals basis of accounting is applied for the recognition of revenues and expenses in the accompanying financial statements The accrual concept requires that revenues income and profits should be matched with costs expenses and losses belonging to the same period

(l) Accounting Estimates

The preparation of financial statements in conformity with International Financial Reporting Standards requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period Actual results could differ from those estimates

(m) Subsequent Events

If the Company receives information after the balance sheet date about conditions that existed at the balance sheet date it updates the financial statements that relate to those conditions in the light of the new information If non-adjusting events after the balance sheet date are material the Company discloses them during the related period

3 Cash and Cash Equivalents

Cash and cash equivalents consist of the following (GBP)

31 March 2010 31 March 2009

Banks 111468 358033

9

GMR INFRASTRUCTURE (UK) liMiTED iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

4 Trade Payables

Trade payables consist of the following (GBP)

Asta~ Turizm ilet A~ Bebek Yattlllk Denizcilik Turizm Strategic Decisions Group 6599 Other trade payables 5258

5 Due from and Due to Related Parties

Transactions and balances with shareholders consist of the following (GBP)

31 March 2010 Due to related parties

GMR Infrastructure Ltd UK 1105979 GMR Corporate Affairs Private Ltd 3916 GMR Infrastructure Overseas SL 85836

1195731

6 Prepaid Expenses Other Current Assets

Other current assets and prepaid expenses consist of the following (GBP)

31 March 2010

Deferred VAT 67760 DeductabLe VAT 9446 Prepaid taxes 1582 Advance payments 2604 Advances to personel 6274 Prepaid expenses 2468

Long term other assets consist of the following (GBP)

31 March 2010

Prepaid expenses

31 March 2009

51559 4322 9323 5835

31 March 2009

139700

139700

31 March 2009

7897 5095

921

31 March 2009

10

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

7 Tangible Assets

Tangible assets consist of the following (GBP)

31 March 2010 31 March 2009

Vehicles Furniture and fixtures Accumulated depreciation (-)

194399 78511

( 70606)

186468 12034

( 13253)

202304 185249

8 Intangible Assets

Intangible assets consist of the following (GBP)

31 March 2010 31 March 2009

Special costs Accumulated amortization (-)

134160 837 ( 28)

9 Other Payables and Deferred Income

Other short term payables expense accruals and deferred income consist of the following (GBP)

31 March 2010 31 March 2009

Deferred income 335255 Due to personnel 219202 Taxes and funds 82886 25239 Expense accruals 11848 2515 Social security premiums payable 4514 3998

99248 586209

The Company has an annual income from the consultancy services provided to Sabiha Giik~en Airport construction project 335255 GBP mentioned above consists of the deferred income between the periods as of 31 March 2009- 31 December 2009

Long term other payables consist of the following (GBP)

31 March 2010 31 March 2009

Provision for termination indemnity

11

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

10 Net Sales

Net sales consist of the following (GBP)

31 March 2010

Consultancy income 442025 Cost sharing income 688262

31 March 2009

113206

113206

It consists of consultancy service fees generated in relation to the management services rendered for Sabiha Goklten Airport project

11 General Administration Expenses

General administration expenses consist of the following (GBP)

Consultancy expenses Salaries Rent expenses Depreciation expenses Staff welfare expenses Conveyance expenses Entertainment expenses Provision for termination indemnity Other various expenses

Consultancy expenses consist of the following (GBP)

Mercados Energy Market Strategic Decisions Group GMR Infrastructure Ltd UK Accounting services Legal consultancy fees Poyry Energy (Oxford) Ltd Other consultancy fees

12 Financial Income (Expense)

Financial income consists of the following (GBP)

Interest Income Foreign exchange gain

31 March 2010

501652 849606 139639 89161

3329 17147

5463 3705

182446

1792148

31 March 2010

60586 356569 23945 11740

48812

31 March 2010

3908

31 March 2009

112343 100846 68921 13454

7508 6313 5578

31663

346626

31 March 2009

32109 32542

15444 11988 7949

31 March 2009

6242 4879

11121

12

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

12 Financial Income I (Expense) (continued)

Financial expense consists of the following (GBP)

31 March 2010 31 March 2009

Foreign exchange loss

13 Foreign Currency Position

As of 31 March 2010 the foreign currency position of the Company is as follows

31 March 2010 EURO USD TL Equivalent

Banks Trade payables Due to related

parties Advances received

(560000)

65581 (31470)

( 5900) (61950)

(604632)

99782 47882

(2544323)

Net foreign currency position (560000) (604632)

As of 31 March 2009 the foreign currency position of the Company is as follows

EURO TL Equivalent

Trade payables (13200) ( 22002) Due to related

parties (150000) (333870)

Net foreign currency position (150000)

14 Conting~l1t Assets I Liabilities

As of 31 March 2010 the ongoing Legal proceedings commenced by the Company against third parties amounts to GBP 137083 (31 March 2009 GBP 142606)

13

GMR INFRASTRUCTURE (UK) LiMiTED ~iRKETi

TURKEY ISTANBUL BRANCH

Statements of Financial Position as of 31 March 2010 and 2009

(GBP)

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Trade payables

Due to related parties

Other current liabilities

Total Current Liabilities

NON CURRENT LIABILITIES

Provisions related to employee benefits

Total Non-Current Liabilities

EQUITY

Share capital

Capital commitments (-)

Retained earnings

Total Equity

TOTAL LIABILITIES AND EQUITY

Notes

24

25

29

29

31 March 2010

11857

1195731

99248

1306836

3893

3893

502

(502)

(806203)

(806203)

504526

31 March 2009

139700

586209

796948

(502)

(236147)

(236147)

560801

The accompanying notes form an integral part of these finarcial statements 2

71039

502

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETj

TURKEY ISTANBUL BRANCH

Statements of Comprehensive Income

for the special accounting periods ended 31 March 2010 and 2Q09 (GBP)

Notes 31 March 2010

CONTINUING OPERATIONS

Net sales 10 1130287

GROSS PROFIT I (LOSS) 1130287

General Administration Expenses (-) 11 (1792148)

OPERATING PROFIT I (LOSS) (661861)

Financial Income

Financial Expenses (-)

Other Operating Income I (Expense)

12

12

113630 (33715)

49024

CONTINUING OPERATIONS PROFIT I (LOSS) BEFORE TAX (532922)

Tax Incomel (Expense) for the period Deferred Tax Incomel (Expense)

CONTINUING OPERATIONS PROFIT I (LOSS) FOR THE PERIOD (532922)

PROFITI (LOSS) FOR THE PERIOD (532922)

Foreign translation gaines I (losses) (37134)

TOTAL COMPREHENSIVE PROFIT I (LOSS) (570056)

31 March 2009

113206

113206

(346626)

(233420)

(16924)

(239223)

(239223)

(239223)

(236147)

The accoplnymg notes form an integral ~f these financial statement 3

11121

3076

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi

TURKEY ISTANBUL BRANCH

Statements of Changes in Equity for the special accounting periods ended 31 March 2010 and 2009

(GBP)

Share Capital

Retained

Earnings Total

Balance as at 31 March 2008

Share Capital

Capital Commitments

Net profit for the period

Exchange differences on translating foreign operations

502

(502)

(239223)

3076

502

(502)

(239223)

3076

Balance as at 31 March 2009

Share Capital

Capital Commitments

Net profit for the period

Exchange differences on translating foreign operations

502

(502)

(236147)

(532922)

(37134)

(236147)

502

(502)

(532922)

(37134)

Balance as at 31 March 2010 (806203) (806203)

The accompanying notes fori _ Integral part of these financ i statements

4

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi

TURKEY ISTANBUL BRANCH

Statement of Cash Flows for the special accounting periods ended 31 March 2010

(GBP)

31 March 2010

A CASH FLOWS FROM PRINCIPAL ACTIVITIES

Net profit for the period before tax (532922)

Adjustments to reconcile net profit with

the net cash provided from principal activities

Depreciation and amortisation 74190

(Profit)loss on disposal of tangible assets

Provision for termination indemnity 3893

(454839)

(Increase) decrease in other receivables and current assets (75629)

Increase (decrease) in short term trade payables (62204)

Increase in other liabilities and accrued expenses 538196

Net cash provided by operating activities (54476)

B CASH FLOWS FROM INVESTMENT ACTIVITIES

Addition to tangible assets -net (61007)

Addition to intangible assets -net (122136)

(Decrease)increase in other long term assets 2916

Net cash (used in) investing activities (180227)

C CASH FLOWS FROM FINANCIAL ACTIVITIES

Translation difference (11863)

Net cash provided by financing activities (11863)

Increase (decrease) in cash and cash equivalents (246566)

Cash and cash equivalents at the beginning of the period 358033

Cash and cash equivalents at the end of the period 111467

The accompanying notes form an integral part of these financial statements 5

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

1 Principal Activities

GMR Infrastructure (UK) Limited ~irketi - Turkey Istanbul Branch (the Company) was established to manage the operations of GMR in Middle East and North African Region in the fields of infrastructure airport at 9 June 2008 The Company has been supporting the construction project going on Sabiha Goklten International Airport Istanbul The Company has 10 personnel Also it is receiving consultancy services from an external company

2 Accounting Techniques and Valuation Procedures Applied

(a) Basis of Presentation

The accompanying financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) The Company maintains its books of account and prepares its statutory financial statements in accordance with the prevailing commercial and financial legislation in Turkey The accompanying financial statements are based on the statutory records with adjustments and reclassifications for the purpose of fair presentation in accordance with the IFRS issued by the International Accounting Standards Board

(b) Translation of Financial Statements from Functional Currency to Presentation Currency

The accompanying financial statements for the special period ended 31 March 2010 has been converted into GBP from Turkish Lira by applying the 31 March 2010 GBP exchange parity quoted by the Turkish Central Bank TL 22924 = GBP 1 (31 March 2009 TL 23899 = GBP 1) and exchange parity TL 24089 = GBP 1 (average) applied for profit (loss) balances (31 March 2009 TL 23592 = GBP 1) The difference has been included in translation differences account under the equity account group as per the lAS 21 The functional currency of the Company is TL and the reporting currency is GBP

(c) Financial Instruments

Financial instruments consist of the financial assets and liabilities stated below

i Cash and Cash Equivalents

Cash and Cash Equivalents consist of banks

Bank accounts consist of demand deposit accounts which are stated at cost values and the foreign currency accounts are translated into Turkish Lira at the foreign currency purchasing rate issued by the Central Bank as at 31 March 2010

Fair Value

Fair value is the amount for which a financial instrument could be exchanged between two willing parties in an arms length transaction It is primarily considered the same as the quoted value of the financial instrument however in case there is no quoted value the purchase or sale value of an instrument is accepted to be the fair value of the financial instrument

As the demand and deposit accounts are converted into cash in very short terrns and as there is no risk of value decrease their book values are considered to approximate to their fair values

6

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

(c) Financial Instruments (continued)

ii Trade Payables

Trade payables are financial liabilities created by the Company through purchasing goods and services directly from the suppliers Trade payables are stated at their book values in the financial statements

Fair Value

The net book value of trade payables is considered to be equivalent to the fair value As the maturities of trade payables are unknown their recorded values are considered to be equivalent to their fair values

(d) Related Parties

A party is related to an entity if the party is a legal body or a real person which directly or indirectly controls is controlled by or is under common control with the entity has an interest in the entity that gives it significant influence over the entity and if the party is a subsidiary an affiliate or a joint venture in which the entity is a venturer Furthermore members of the key management personnel of the entity close members of the family of any individual referred to above and parties representing postmiddot employment benefit plan for the benefit of employees of the entity are also defined as related parties

Fair Value

As the maturities of balances due from and due to related parties are unknown their recorded values or the said receivables and payables are considered to be equivalent to their fair values

(e) Tangible Assets

Tangible assets are stated at cost less their accumulated depreciation They have been depreciated over the following useful lives of assets

Furniture and fixtures 4-5 years Motor vehicles 5 years

(f) Intangible Assets

Intangible assets are stated at cost less their accumulated amortization and value decrease if any Intangible assets are amortized considering the approximate useful lives of the assets as stated in the following

Special costs 5 years

7

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

(g) Income Taxes

Corporate earnings are subject to corporation tax at a rate of 20 Dividends paid in cash to real persons with full liability and real persons and entities with limited liability (nonshyresidents) are subject to income tax withholding at a rate of 15 Addition of current year and prior year profits (retained earnings) to share capital has not been regarded as distribution of profits and therefore no withholding tax is applicable to these earnings On the other hand no withholding tax is applicable to entities with full liability in profit distributions

Further provisional corporation tax is paid at a rate of 20 on the profits declared for interim periods to be deducted from the corporation tax

Under the Turkish taxation system tax losses can be carried forward to be offset against future taxable income for up to five years Tax losses cannot be carried back to offset profits from previous periods

As of 31 March 2010 and 2009 there is no tax base therefore no tax provision has been made in the accompanying financial statements

(h) Deferred Taxes

Deferred taxes are calculated on the temporary differences that arise between the deductible tax base and the book values of assets and liabilities by using the liability method The primary temporary differences arise from the income and expense items that are reported in different periods with respect to the International Financial Reporting Standards and the tax legislation While deferred tax liabilities are calculated for all taxable temporary differences deferred tax assets consisting of deductible temporary differences are calculated with the assumption that the Company will have taxable income during the future periods

An enterprise should offset current tax assets and current tax liabilities if the enterprise has a legally enforceable right to set off the recognised amounts provided that the tax assets and tax liabilities are subject to the tax legislation of the same jurisdiction

As of 31 March 2010 and 2009 there is no tax base therefore no deferred tax provision has been made in the accompanying financial statements

(i) Termination Indemnities

Under Turkish Labour Law Article 2511 the Company is required to pay termination indemnities to each employee who completes one year of service and whose employment is terminated upon causes that qualify the employee to receive termination indemnity is called up for military service leaves within one year after marriage (women only) and to those employees who retire or die The amount payable consists of one months salary for each year of service

8

GMR INFRASTRUCTURE (UK) LiMiTED SiRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

0) Foreign Currency Transactions

Assets and liabilities denominated in foreign currencies are translated into Turkish Lira at the foreign currency buying rates announced by the Turkish Central Bank at the balance sheet dates Foreign currency transactions during the period are translated into Turkish Lira at exchange rates prevailing at transaction dates Foreign exchange gains and losses resulting from such translations are included in the statements of income The Central Bank foreign exchange rates used by the Company in translating foreign exchange balances to Turkish Liras as of the balance sheet dates are as follows

31 March 2010 Buying Selling

31 March 2009 Buying Selling

USD EURO GBP

15215 20523 22924

15288 20622 23044

16880 22258 23899

16961 22365 24024

(k) Revenues and Expenses

The accruals basis of accounting is applied for the recognition of revenues and expenses in the accompanying financial statements The accrual concept requires that revenues income and profits should be matched with costs expenses and losses belonging to the same period

(l) Accounting Estimates

The preparation of financial statements in conformity with International Financial Reporting Standards requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period Actual results could differ from those estimates

(m) Subsequent Events

If the Company receives information after the balance sheet date about conditions that existed at the balance sheet date it updates the financial statements that relate to those conditions in the light of the new information If non-adjusting events after the balance sheet date are material the Company discloses them during the related period

3 Cash and Cash Equivalents

Cash and cash equivalents consist of the following (GBP)

31 March 2010 31 March 2009

Banks 111468 358033

9

GMR INFRASTRUCTURE (UK) liMiTED iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

4 Trade Payables

Trade payables consist of the following (GBP)

Asta~ Turizm ilet A~ Bebek Yattlllk Denizcilik Turizm Strategic Decisions Group 6599 Other trade payables 5258

5 Due from and Due to Related Parties

Transactions and balances with shareholders consist of the following (GBP)

31 March 2010 Due to related parties

GMR Infrastructure Ltd UK 1105979 GMR Corporate Affairs Private Ltd 3916 GMR Infrastructure Overseas SL 85836

1195731

6 Prepaid Expenses Other Current Assets

Other current assets and prepaid expenses consist of the following (GBP)

31 March 2010

Deferred VAT 67760 DeductabLe VAT 9446 Prepaid taxes 1582 Advance payments 2604 Advances to personel 6274 Prepaid expenses 2468

Long term other assets consist of the following (GBP)

31 March 2010

Prepaid expenses

31 March 2009

51559 4322 9323 5835

31 March 2009

139700

139700

31 March 2009

7897 5095

921

31 March 2009

10

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

7 Tangible Assets

Tangible assets consist of the following (GBP)

31 March 2010 31 March 2009

Vehicles Furniture and fixtures Accumulated depreciation (-)

194399 78511

( 70606)

186468 12034

( 13253)

202304 185249

8 Intangible Assets

Intangible assets consist of the following (GBP)

31 March 2010 31 March 2009

Special costs Accumulated amortization (-)

134160 837 ( 28)

9 Other Payables and Deferred Income

Other short term payables expense accruals and deferred income consist of the following (GBP)

31 March 2010 31 March 2009

Deferred income 335255 Due to personnel 219202 Taxes and funds 82886 25239 Expense accruals 11848 2515 Social security premiums payable 4514 3998

99248 586209

The Company has an annual income from the consultancy services provided to Sabiha Giik~en Airport construction project 335255 GBP mentioned above consists of the deferred income between the periods as of 31 March 2009- 31 December 2009

Long term other payables consist of the following (GBP)

31 March 2010 31 March 2009

Provision for termination indemnity

11

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

10 Net Sales

Net sales consist of the following (GBP)

31 March 2010

Consultancy income 442025 Cost sharing income 688262

31 March 2009

113206

113206

It consists of consultancy service fees generated in relation to the management services rendered for Sabiha Goklten Airport project

11 General Administration Expenses

General administration expenses consist of the following (GBP)

Consultancy expenses Salaries Rent expenses Depreciation expenses Staff welfare expenses Conveyance expenses Entertainment expenses Provision for termination indemnity Other various expenses

Consultancy expenses consist of the following (GBP)

Mercados Energy Market Strategic Decisions Group GMR Infrastructure Ltd UK Accounting services Legal consultancy fees Poyry Energy (Oxford) Ltd Other consultancy fees

12 Financial Income (Expense)

Financial income consists of the following (GBP)

Interest Income Foreign exchange gain

31 March 2010

501652 849606 139639 89161

3329 17147

5463 3705

182446

1792148

31 March 2010

60586 356569 23945 11740

48812

31 March 2010

3908

31 March 2009

112343 100846 68921 13454

7508 6313 5578

31663

346626

31 March 2009

32109 32542

15444 11988 7949

31 March 2009

6242 4879

11121

12

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

12 Financial Income I (Expense) (continued)

Financial expense consists of the following (GBP)

31 March 2010 31 March 2009

Foreign exchange loss

13 Foreign Currency Position

As of 31 March 2010 the foreign currency position of the Company is as follows

31 March 2010 EURO USD TL Equivalent

Banks Trade payables Due to related

parties Advances received

(560000)

65581 (31470)

( 5900) (61950)

(604632)

99782 47882

(2544323)

Net foreign currency position (560000) (604632)

As of 31 March 2009 the foreign currency position of the Company is as follows

EURO TL Equivalent

Trade payables (13200) ( 22002) Due to related

parties (150000) (333870)

Net foreign currency position (150000)

14 Conting~l1t Assets I Liabilities

As of 31 March 2010 the ongoing Legal proceedings commenced by the Company against third parties amounts to GBP 137083 (31 March 2009 GBP 142606)

13

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETj

TURKEY ISTANBUL BRANCH

Statements of Comprehensive Income

for the special accounting periods ended 31 March 2010 and 2Q09 (GBP)

Notes 31 March 2010

CONTINUING OPERATIONS

Net sales 10 1130287

GROSS PROFIT I (LOSS) 1130287

General Administration Expenses (-) 11 (1792148)

OPERATING PROFIT I (LOSS) (661861)

Financial Income

Financial Expenses (-)

Other Operating Income I (Expense)

12

12

113630 (33715)

49024

CONTINUING OPERATIONS PROFIT I (LOSS) BEFORE TAX (532922)

Tax Incomel (Expense) for the period Deferred Tax Incomel (Expense)

CONTINUING OPERATIONS PROFIT I (LOSS) FOR THE PERIOD (532922)

PROFITI (LOSS) FOR THE PERIOD (532922)

Foreign translation gaines I (losses) (37134)

TOTAL COMPREHENSIVE PROFIT I (LOSS) (570056)

31 March 2009

113206

113206

(346626)

(233420)

(16924)

(239223)

(239223)

(239223)

(236147)

The accoplnymg notes form an integral ~f these financial statement 3

11121

3076

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi

TURKEY ISTANBUL BRANCH

Statements of Changes in Equity for the special accounting periods ended 31 March 2010 and 2009

(GBP)

Share Capital

Retained

Earnings Total

Balance as at 31 March 2008

Share Capital

Capital Commitments

Net profit for the period

Exchange differences on translating foreign operations

502

(502)

(239223)

3076

502

(502)

(239223)

3076

Balance as at 31 March 2009

Share Capital

Capital Commitments

Net profit for the period

Exchange differences on translating foreign operations

502

(502)

(236147)

(532922)

(37134)

(236147)

502

(502)

(532922)

(37134)

Balance as at 31 March 2010 (806203) (806203)

The accompanying notes fori _ Integral part of these financ i statements

4

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi

TURKEY ISTANBUL BRANCH

Statement of Cash Flows for the special accounting periods ended 31 March 2010

(GBP)

31 March 2010

A CASH FLOWS FROM PRINCIPAL ACTIVITIES

Net profit for the period before tax (532922)

Adjustments to reconcile net profit with

the net cash provided from principal activities

Depreciation and amortisation 74190

(Profit)loss on disposal of tangible assets

Provision for termination indemnity 3893

(454839)

(Increase) decrease in other receivables and current assets (75629)

Increase (decrease) in short term trade payables (62204)

Increase in other liabilities and accrued expenses 538196

Net cash provided by operating activities (54476)

B CASH FLOWS FROM INVESTMENT ACTIVITIES

Addition to tangible assets -net (61007)

Addition to intangible assets -net (122136)

(Decrease)increase in other long term assets 2916

Net cash (used in) investing activities (180227)

C CASH FLOWS FROM FINANCIAL ACTIVITIES

Translation difference (11863)

Net cash provided by financing activities (11863)

Increase (decrease) in cash and cash equivalents (246566)

Cash and cash equivalents at the beginning of the period 358033

Cash and cash equivalents at the end of the period 111467

The accompanying notes form an integral part of these financial statements 5

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

1 Principal Activities

GMR Infrastructure (UK) Limited ~irketi - Turkey Istanbul Branch (the Company) was established to manage the operations of GMR in Middle East and North African Region in the fields of infrastructure airport at 9 June 2008 The Company has been supporting the construction project going on Sabiha Goklten International Airport Istanbul The Company has 10 personnel Also it is receiving consultancy services from an external company

2 Accounting Techniques and Valuation Procedures Applied

(a) Basis of Presentation

The accompanying financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) The Company maintains its books of account and prepares its statutory financial statements in accordance with the prevailing commercial and financial legislation in Turkey The accompanying financial statements are based on the statutory records with adjustments and reclassifications for the purpose of fair presentation in accordance with the IFRS issued by the International Accounting Standards Board

(b) Translation of Financial Statements from Functional Currency to Presentation Currency

The accompanying financial statements for the special period ended 31 March 2010 has been converted into GBP from Turkish Lira by applying the 31 March 2010 GBP exchange parity quoted by the Turkish Central Bank TL 22924 = GBP 1 (31 March 2009 TL 23899 = GBP 1) and exchange parity TL 24089 = GBP 1 (average) applied for profit (loss) balances (31 March 2009 TL 23592 = GBP 1) The difference has been included in translation differences account under the equity account group as per the lAS 21 The functional currency of the Company is TL and the reporting currency is GBP

(c) Financial Instruments

Financial instruments consist of the financial assets and liabilities stated below

i Cash and Cash Equivalents

Cash and Cash Equivalents consist of banks

Bank accounts consist of demand deposit accounts which are stated at cost values and the foreign currency accounts are translated into Turkish Lira at the foreign currency purchasing rate issued by the Central Bank as at 31 March 2010

Fair Value

Fair value is the amount for which a financial instrument could be exchanged between two willing parties in an arms length transaction It is primarily considered the same as the quoted value of the financial instrument however in case there is no quoted value the purchase or sale value of an instrument is accepted to be the fair value of the financial instrument

As the demand and deposit accounts are converted into cash in very short terrns and as there is no risk of value decrease their book values are considered to approximate to their fair values

6

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

(c) Financial Instruments (continued)

ii Trade Payables

Trade payables are financial liabilities created by the Company through purchasing goods and services directly from the suppliers Trade payables are stated at their book values in the financial statements

Fair Value

The net book value of trade payables is considered to be equivalent to the fair value As the maturities of trade payables are unknown their recorded values are considered to be equivalent to their fair values

(d) Related Parties

A party is related to an entity if the party is a legal body or a real person which directly or indirectly controls is controlled by or is under common control with the entity has an interest in the entity that gives it significant influence over the entity and if the party is a subsidiary an affiliate or a joint venture in which the entity is a venturer Furthermore members of the key management personnel of the entity close members of the family of any individual referred to above and parties representing postmiddot employment benefit plan for the benefit of employees of the entity are also defined as related parties

Fair Value

As the maturities of balances due from and due to related parties are unknown their recorded values or the said receivables and payables are considered to be equivalent to their fair values

(e) Tangible Assets

Tangible assets are stated at cost less their accumulated depreciation They have been depreciated over the following useful lives of assets

Furniture and fixtures 4-5 years Motor vehicles 5 years

(f) Intangible Assets

Intangible assets are stated at cost less their accumulated amortization and value decrease if any Intangible assets are amortized considering the approximate useful lives of the assets as stated in the following

Special costs 5 years

7

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

(g) Income Taxes

Corporate earnings are subject to corporation tax at a rate of 20 Dividends paid in cash to real persons with full liability and real persons and entities with limited liability (nonshyresidents) are subject to income tax withholding at a rate of 15 Addition of current year and prior year profits (retained earnings) to share capital has not been regarded as distribution of profits and therefore no withholding tax is applicable to these earnings On the other hand no withholding tax is applicable to entities with full liability in profit distributions

Further provisional corporation tax is paid at a rate of 20 on the profits declared for interim periods to be deducted from the corporation tax

Under the Turkish taxation system tax losses can be carried forward to be offset against future taxable income for up to five years Tax losses cannot be carried back to offset profits from previous periods

As of 31 March 2010 and 2009 there is no tax base therefore no tax provision has been made in the accompanying financial statements

(h) Deferred Taxes

Deferred taxes are calculated on the temporary differences that arise between the deductible tax base and the book values of assets and liabilities by using the liability method The primary temporary differences arise from the income and expense items that are reported in different periods with respect to the International Financial Reporting Standards and the tax legislation While deferred tax liabilities are calculated for all taxable temporary differences deferred tax assets consisting of deductible temporary differences are calculated with the assumption that the Company will have taxable income during the future periods

An enterprise should offset current tax assets and current tax liabilities if the enterprise has a legally enforceable right to set off the recognised amounts provided that the tax assets and tax liabilities are subject to the tax legislation of the same jurisdiction

As of 31 March 2010 and 2009 there is no tax base therefore no deferred tax provision has been made in the accompanying financial statements

(i) Termination Indemnities

Under Turkish Labour Law Article 2511 the Company is required to pay termination indemnities to each employee who completes one year of service and whose employment is terminated upon causes that qualify the employee to receive termination indemnity is called up for military service leaves within one year after marriage (women only) and to those employees who retire or die The amount payable consists of one months salary for each year of service

8

GMR INFRASTRUCTURE (UK) LiMiTED SiRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

0) Foreign Currency Transactions

Assets and liabilities denominated in foreign currencies are translated into Turkish Lira at the foreign currency buying rates announced by the Turkish Central Bank at the balance sheet dates Foreign currency transactions during the period are translated into Turkish Lira at exchange rates prevailing at transaction dates Foreign exchange gains and losses resulting from such translations are included in the statements of income The Central Bank foreign exchange rates used by the Company in translating foreign exchange balances to Turkish Liras as of the balance sheet dates are as follows

31 March 2010 Buying Selling

31 March 2009 Buying Selling

USD EURO GBP

15215 20523 22924

15288 20622 23044

16880 22258 23899

16961 22365 24024

(k) Revenues and Expenses

The accruals basis of accounting is applied for the recognition of revenues and expenses in the accompanying financial statements The accrual concept requires that revenues income and profits should be matched with costs expenses and losses belonging to the same period

(l) Accounting Estimates

The preparation of financial statements in conformity with International Financial Reporting Standards requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period Actual results could differ from those estimates

(m) Subsequent Events

If the Company receives information after the balance sheet date about conditions that existed at the balance sheet date it updates the financial statements that relate to those conditions in the light of the new information If non-adjusting events after the balance sheet date are material the Company discloses them during the related period

3 Cash and Cash Equivalents

Cash and cash equivalents consist of the following (GBP)

31 March 2010 31 March 2009

Banks 111468 358033

9

GMR INFRASTRUCTURE (UK) liMiTED iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

4 Trade Payables

Trade payables consist of the following (GBP)

Asta~ Turizm ilet A~ Bebek Yattlllk Denizcilik Turizm Strategic Decisions Group 6599 Other trade payables 5258

5 Due from and Due to Related Parties

Transactions and balances with shareholders consist of the following (GBP)

31 March 2010 Due to related parties

GMR Infrastructure Ltd UK 1105979 GMR Corporate Affairs Private Ltd 3916 GMR Infrastructure Overseas SL 85836

1195731

6 Prepaid Expenses Other Current Assets

Other current assets and prepaid expenses consist of the following (GBP)

31 March 2010

Deferred VAT 67760 DeductabLe VAT 9446 Prepaid taxes 1582 Advance payments 2604 Advances to personel 6274 Prepaid expenses 2468

Long term other assets consist of the following (GBP)

31 March 2010

Prepaid expenses

31 March 2009

51559 4322 9323 5835

31 March 2009

139700

139700

31 March 2009

7897 5095

921

31 March 2009

10

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

7 Tangible Assets

Tangible assets consist of the following (GBP)

31 March 2010 31 March 2009

Vehicles Furniture and fixtures Accumulated depreciation (-)

194399 78511

( 70606)

186468 12034

( 13253)

202304 185249

8 Intangible Assets

Intangible assets consist of the following (GBP)

31 March 2010 31 March 2009

Special costs Accumulated amortization (-)

134160 837 ( 28)

9 Other Payables and Deferred Income

Other short term payables expense accruals and deferred income consist of the following (GBP)

31 March 2010 31 March 2009

Deferred income 335255 Due to personnel 219202 Taxes and funds 82886 25239 Expense accruals 11848 2515 Social security premiums payable 4514 3998

99248 586209

The Company has an annual income from the consultancy services provided to Sabiha Giik~en Airport construction project 335255 GBP mentioned above consists of the deferred income between the periods as of 31 March 2009- 31 December 2009

Long term other payables consist of the following (GBP)

31 March 2010 31 March 2009

Provision for termination indemnity

11

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

10 Net Sales

Net sales consist of the following (GBP)

31 March 2010

Consultancy income 442025 Cost sharing income 688262

31 March 2009

113206

113206

It consists of consultancy service fees generated in relation to the management services rendered for Sabiha Goklten Airport project

11 General Administration Expenses

General administration expenses consist of the following (GBP)

Consultancy expenses Salaries Rent expenses Depreciation expenses Staff welfare expenses Conveyance expenses Entertainment expenses Provision for termination indemnity Other various expenses

Consultancy expenses consist of the following (GBP)

Mercados Energy Market Strategic Decisions Group GMR Infrastructure Ltd UK Accounting services Legal consultancy fees Poyry Energy (Oxford) Ltd Other consultancy fees

12 Financial Income (Expense)

Financial income consists of the following (GBP)

Interest Income Foreign exchange gain

31 March 2010

501652 849606 139639 89161

3329 17147

5463 3705

182446

1792148

31 March 2010

60586 356569 23945 11740

48812

31 March 2010

3908

31 March 2009

112343 100846 68921 13454

7508 6313 5578

31663

346626

31 March 2009

32109 32542

15444 11988 7949

31 March 2009

6242 4879

11121

12

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

12 Financial Income I (Expense) (continued)

Financial expense consists of the following (GBP)

31 March 2010 31 March 2009

Foreign exchange loss

13 Foreign Currency Position

As of 31 March 2010 the foreign currency position of the Company is as follows

31 March 2010 EURO USD TL Equivalent

Banks Trade payables Due to related

parties Advances received

(560000)

65581 (31470)

( 5900) (61950)

(604632)

99782 47882

(2544323)

Net foreign currency position (560000) (604632)

As of 31 March 2009 the foreign currency position of the Company is as follows

EURO TL Equivalent

Trade payables (13200) ( 22002) Due to related

parties (150000) (333870)

Net foreign currency position (150000)

14 Conting~l1t Assets I Liabilities

As of 31 March 2010 the ongoing Legal proceedings commenced by the Company against third parties amounts to GBP 137083 (31 March 2009 GBP 142606)

13

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi

TURKEY ISTANBUL BRANCH

Statements of Changes in Equity for the special accounting periods ended 31 March 2010 and 2009

(GBP)

Share Capital

Retained

Earnings Total

Balance as at 31 March 2008

Share Capital

Capital Commitments

Net profit for the period

Exchange differences on translating foreign operations

502

(502)

(239223)

3076

502

(502)

(239223)

3076

Balance as at 31 March 2009

Share Capital

Capital Commitments

Net profit for the period

Exchange differences on translating foreign operations

502

(502)

(236147)

(532922)

(37134)

(236147)

502

(502)

(532922)

(37134)

Balance as at 31 March 2010 (806203) (806203)

The accompanying notes fori _ Integral part of these financ i statements

4

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi

TURKEY ISTANBUL BRANCH

Statement of Cash Flows for the special accounting periods ended 31 March 2010

(GBP)

31 March 2010

A CASH FLOWS FROM PRINCIPAL ACTIVITIES

Net profit for the period before tax (532922)

Adjustments to reconcile net profit with

the net cash provided from principal activities

Depreciation and amortisation 74190

(Profit)loss on disposal of tangible assets

Provision for termination indemnity 3893

(454839)

(Increase) decrease in other receivables and current assets (75629)

Increase (decrease) in short term trade payables (62204)

Increase in other liabilities and accrued expenses 538196

Net cash provided by operating activities (54476)

B CASH FLOWS FROM INVESTMENT ACTIVITIES

Addition to tangible assets -net (61007)

Addition to intangible assets -net (122136)

(Decrease)increase in other long term assets 2916

Net cash (used in) investing activities (180227)

C CASH FLOWS FROM FINANCIAL ACTIVITIES

Translation difference (11863)

Net cash provided by financing activities (11863)

Increase (decrease) in cash and cash equivalents (246566)

Cash and cash equivalents at the beginning of the period 358033

Cash and cash equivalents at the end of the period 111467

The accompanying notes form an integral part of these financial statements 5

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

1 Principal Activities

GMR Infrastructure (UK) Limited ~irketi - Turkey Istanbul Branch (the Company) was established to manage the operations of GMR in Middle East and North African Region in the fields of infrastructure airport at 9 June 2008 The Company has been supporting the construction project going on Sabiha Goklten International Airport Istanbul The Company has 10 personnel Also it is receiving consultancy services from an external company

2 Accounting Techniques and Valuation Procedures Applied

(a) Basis of Presentation

The accompanying financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) The Company maintains its books of account and prepares its statutory financial statements in accordance with the prevailing commercial and financial legislation in Turkey The accompanying financial statements are based on the statutory records with adjustments and reclassifications for the purpose of fair presentation in accordance with the IFRS issued by the International Accounting Standards Board

(b) Translation of Financial Statements from Functional Currency to Presentation Currency

The accompanying financial statements for the special period ended 31 March 2010 has been converted into GBP from Turkish Lira by applying the 31 March 2010 GBP exchange parity quoted by the Turkish Central Bank TL 22924 = GBP 1 (31 March 2009 TL 23899 = GBP 1) and exchange parity TL 24089 = GBP 1 (average) applied for profit (loss) balances (31 March 2009 TL 23592 = GBP 1) The difference has been included in translation differences account under the equity account group as per the lAS 21 The functional currency of the Company is TL and the reporting currency is GBP

(c) Financial Instruments

Financial instruments consist of the financial assets and liabilities stated below

i Cash and Cash Equivalents

Cash and Cash Equivalents consist of banks

Bank accounts consist of demand deposit accounts which are stated at cost values and the foreign currency accounts are translated into Turkish Lira at the foreign currency purchasing rate issued by the Central Bank as at 31 March 2010

Fair Value

Fair value is the amount for which a financial instrument could be exchanged between two willing parties in an arms length transaction It is primarily considered the same as the quoted value of the financial instrument however in case there is no quoted value the purchase or sale value of an instrument is accepted to be the fair value of the financial instrument

As the demand and deposit accounts are converted into cash in very short terrns and as there is no risk of value decrease their book values are considered to approximate to their fair values

6

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

(c) Financial Instruments (continued)

ii Trade Payables

Trade payables are financial liabilities created by the Company through purchasing goods and services directly from the suppliers Trade payables are stated at their book values in the financial statements

Fair Value

The net book value of trade payables is considered to be equivalent to the fair value As the maturities of trade payables are unknown their recorded values are considered to be equivalent to their fair values

(d) Related Parties

A party is related to an entity if the party is a legal body or a real person which directly or indirectly controls is controlled by or is under common control with the entity has an interest in the entity that gives it significant influence over the entity and if the party is a subsidiary an affiliate or a joint venture in which the entity is a venturer Furthermore members of the key management personnel of the entity close members of the family of any individual referred to above and parties representing postmiddot employment benefit plan for the benefit of employees of the entity are also defined as related parties

Fair Value

As the maturities of balances due from and due to related parties are unknown their recorded values or the said receivables and payables are considered to be equivalent to their fair values

(e) Tangible Assets

Tangible assets are stated at cost less their accumulated depreciation They have been depreciated over the following useful lives of assets

Furniture and fixtures 4-5 years Motor vehicles 5 years

(f) Intangible Assets

Intangible assets are stated at cost less their accumulated amortization and value decrease if any Intangible assets are amortized considering the approximate useful lives of the assets as stated in the following

Special costs 5 years

7

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

(g) Income Taxes

Corporate earnings are subject to corporation tax at a rate of 20 Dividends paid in cash to real persons with full liability and real persons and entities with limited liability (nonshyresidents) are subject to income tax withholding at a rate of 15 Addition of current year and prior year profits (retained earnings) to share capital has not been regarded as distribution of profits and therefore no withholding tax is applicable to these earnings On the other hand no withholding tax is applicable to entities with full liability in profit distributions

Further provisional corporation tax is paid at a rate of 20 on the profits declared for interim periods to be deducted from the corporation tax

Under the Turkish taxation system tax losses can be carried forward to be offset against future taxable income for up to five years Tax losses cannot be carried back to offset profits from previous periods

As of 31 March 2010 and 2009 there is no tax base therefore no tax provision has been made in the accompanying financial statements

(h) Deferred Taxes

Deferred taxes are calculated on the temporary differences that arise between the deductible tax base and the book values of assets and liabilities by using the liability method The primary temporary differences arise from the income and expense items that are reported in different periods with respect to the International Financial Reporting Standards and the tax legislation While deferred tax liabilities are calculated for all taxable temporary differences deferred tax assets consisting of deductible temporary differences are calculated with the assumption that the Company will have taxable income during the future periods

An enterprise should offset current tax assets and current tax liabilities if the enterprise has a legally enforceable right to set off the recognised amounts provided that the tax assets and tax liabilities are subject to the tax legislation of the same jurisdiction

As of 31 March 2010 and 2009 there is no tax base therefore no deferred tax provision has been made in the accompanying financial statements

(i) Termination Indemnities

Under Turkish Labour Law Article 2511 the Company is required to pay termination indemnities to each employee who completes one year of service and whose employment is terminated upon causes that qualify the employee to receive termination indemnity is called up for military service leaves within one year after marriage (women only) and to those employees who retire or die The amount payable consists of one months salary for each year of service

8

GMR INFRASTRUCTURE (UK) LiMiTED SiRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

0) Foreign Currency Transactions

Assets and liabilities denominated in foreign currencies are translated into Turkish Lira at the foreign currency buying rates announced by the Turkish Central Bank at the balance sheet dates Foreign currency transactions during the period are translated into Turkish Lira at exchange rates prevailing at transaction dates Foreign exchange gains and losses resulting from such translations are included in the statements of income The Central Bank foreign exchange rates used by the Company in translating foreign exchange balances to Turkish Liras as of the balance sheet dates are as follows

31 March 2010 Buying Selling

31 March 2009 Buying Selling

USD EURO GBP

15215 20523 22924

15288 20622 23044

16880 22258 23899

16961 22365 24024

(k) Revenues and Expenses

The accruals basis of accounting is applied for the recognition of revenues and expenses in the accompanying financial statements The accrual concept requires that revenues income and profits should be matched with costs expenses and losses belonging to the same period

(l) Accounting Estimates

The preparation of financial statements in conformity with International Financial Reporting Standards requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period Actual results could differ from those estimates

(m) Subsequent Events

If the Company receives information after the balance sheet date about conditions that existed at the balance sheet date it updates the financial statements that relate to those conditions in the light of the new information If non-adjusting events after the balance sheet date are material the Company discloses them during the related period

3 Cash and Cash Equivalents

Cash and cash equivalents consist of the following (GBP)

31 March 2010 31 March 2009

Banks 111468 358033

9

GMR INFRASTRUCTURE (UK) liMiTED iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

4 Trade Payables

Trade payables consist of the following (GBP)

Asta~ Turizm ilet A~ Bebek Yattlllk Denizcilik Turizm Strategic Decisions Group 6599 Other trade payables 5258

5 Due from and Due to Related Parties

Transactions and balances with shareholders consist of the following (GBP)

31 March 2010 Due to related parties

GMR Infrastructure Ltd UK 1105979 GMR Corporate Affairs Private Ltd 3916 GMR Infrastructure Overseas SL 85836

1195731

6 Prepaid Expenses Other Current Assets

Other current assets and prepaid expenses consist of the following (GBP)

31 March 2010

Deferred VAT 67760 DeductabLe VAT 9446 Prepaid taxes 1582 Advance payments 2604 Advances to personel 6274 Prepaid expenses 2468

Long term other assets consist of the following (GBP)

31 March 2010

Prepaid expenses

31 March 2009

51559 4322 9323 5835

31 March 2009

139700

139700

31 March 2009

7897 5095

921

31 March 2009

10

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

7 Tangible Assets

Tangible assets consist of the following (GBP)

31 March 2010 31 March 2009

Vehicles Furniture and fixtures Accumulated depreciation (-)

194399 78511

( 70606)

186468 12034

( 13253)

202304 185249

8 Intangible Assets

Intangible assets consist of the following (GBP)

31 March 2010 31 March 2009

Special costs Accumulated amortization (-)

134160 837 ( 28)

9 Other Payables and Deferred Income

Other short term payables expense accruals and deferred income consist of the following (GBP)

31 March 2010 31 March 2009

Deferred income 335255 Due to personnel 219202 Taxes and funds 82886 25239 Expense accruals 11848 2515 Social security premiums payable 4514 3998

99248 586209

The Company has an annual income from the consultancy services provided to Sabiha Giik~en Airport construction project 335255 GBP mentioned above consists of the deferred income between the periods as of 31 March 2009- 31 December 2009

Long term other payables consist of the following (GBP)

31 March 2010 31 March 2009

Provision for termination indemnity

11

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

10 Net Sales

Net sales consist of the following (GBP)

31 March 2010

Consultancy income 442025 Cost sharing income 688262

31 March 2009

113206

113206

It consists of consultancy service fees generated in relation to the management services rendered for Sabiha Goklten Airport project

11 General Administration Expenses

General administration expenses consist of the following (GBP)

Consultancy expenses Salaries Rent expenses Depreciation expenses Staff welfare expenses Conveyance expenses Entertainment expenses Provision for termination indemnity Other various expenses

Consultancy expenses consist of the following (GBP)

Mercados Energy Market Strategic Decisions Group GMR Infrastructure Ltd UK Accounting services Legal consultancy fees Poyry Energy (Oxford) Ltd Other consultancy fees

12 Financial Income (Expense)

Financial income consists of the following (GBP)

Interest Income Foreign exchange gain

31 March 2010

501652 849606 139639 89161

3329 17147

5463 3705

182446

1792148

31 March 2010

60586 356569 23945 11740

48812

31 March 2010

3908

31 March 2009

112343 100846 68921 13454

7508 6313 5578

31663

346626

31 March 2009

32109 32542

15444 11988 7949

31 March 2009

6242 4879

11121

12

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

12 Financial Income I (Expense) (continued)

Financial expense consists of the following (GBP)

31 March 2010 31 March 2009

Foreign exchange loss

13 Foreign Currency Position

As of 31 March 2010 the foreign currency position of the Company is as follows

31 March 2010 EURO USD TL Equivalent

Banks Trade payables Due to related

parties Advances received

(560000)

65581 (31470)

( 5900) (61950)

(604632)

99782 47882

(2544323)

Net foreign currency position (560000) (604632)

As of 31 March 2009 the foreign currency position of the Company is as follows

EURO TL Equivalent

Trade payables (13200) ( 22002) Due to related

parties (150000) (333870)

Net foreign currency position (150000)

14 Conting~l1t Assets I Liabilities

As of 31 March 2010 the ongoing Legal proceedings commenced by the Company against third parties amounts to GBP 137083 (31 March 2009 GBP 142606)

13

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi

TURKEY ISTANBUL BRANCH

Statement of Cash Flows for the special accounting periods ended 31 March 2010

(GBP)

31 March 2010

A CASH FLOWS FROM PRINCIPAL ACTIVITIES

Net profit for the period before tax (532922)

Adjustments to reconcile net profit with

the net cash provided from principal activities

Depreciation and amortisation 74190

(Profit)loss on disposal of tangible assets

Provision for termination indemnity 3893

(454839)

(Increase) decrease in other receivables and current assets (75629)

Increase (decrease) in short term trade payables (62204)

Increase in other liabilities and accrued expenses 538196

Net cash provided by operating activities (54476)

B CASH FLOWS FROM INVESTMENT ACTIVITIES

Addition to tangible assets -net (61007)

Addition to intangible assets -net (122136)

(Decrease)increase in other long term assets 2916

Net cash (used in) investing activities (180227)

C CASH FLOWS FROM FINANCIAL ACTIVITIES

Translation difference (11863)

Net cash provided by financing activities (11863)

Increase (decrease) in cash and cash equivalents (246566)

Cash and cash equivalents at the beginning of the period 358033

Cash and cash equivalents at the end of the period 111467

The accompanying notes form an integral part of these financial statements 5

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

1 Principal Activities

GMR Infrastructure (UK) Limited ~irketi - Turkey Istanbul Branch (the Company) was established to manage the operations of GMR in Middle East and North African Region in the fields of infrastructure airport at 9 June 2008 The Company has been supporting the construction project going on Sabiha Goklten International Airport Istanbul The Company has 10 personnel Also it is receiving consultancy services from an external company

2 Accounting Techniques and Valuation Procedures Applied

(a) Basis of Presentation

The accompanying financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) The Company maintains its books of account and prepares its statutory financial statements in accordance with the prevailing commercial and financial legislation in Turkey The accompanying financial statements are based on the statutory records with adjustments and reclassifications for the purpose of fair presentation in accordance with the IFRS issued by the International Accounting Standards Board

(b) Translation of Financial Statements from Functional Currency to Presentation Currency

The accompanying financial statements for the special period ended 31 March 2010 has been converted into GBP from Turkish Lira by applying the 31 March 2010 GBP exchange parity quoted by the Turkish Central Bank TL 22924 = GBP 1 (31 March 2009 TL 23899 = GBP 1) and exchange parity TL 24089 = GBP 1 (average) applied for profit (loss) balances (31 March 2009 TL 23592 = GBP 1) The difference has been included in translation differences account under the equity account group as per the lAS 21 The functional currency of the Company is TL and the reporting currency is GBP

(c) Financial Instruments

Financial instruments consist of the financial assets and liabilities stated below

i Cash and Cash Equivalents

Cash and Cash Equivalents consist of banks

Bank accounts consist of demand deposit accounts which are stated at cost values and the foreign currency accounts are translated into Turkish Lira at the foreign currency purchasing rate issued by the Central Bank as at 31 March 2010

Fair Value

Fair value is the amount for which a financial instrument could be exchanged between two willing parties in an arms length transaction It is primarily considered the same as the quoted value of the financial instrument however in case there is no quoted value the purchase or sale value of an instrument is accepted to be the fair value of the financial instrument

As the demand and deposit accounts are converted into cash in very short terrns and as there is no risk of value decrease their book values are considered to approximate to their fair values

6

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

(c) Financial Instruments (continued)

ii Trade Payables

Trade payables are financial liabilities created by the Company through purchasing goods and services directly from the suppliers Trade payables are stated at their book values in the financial statements

Fair Value

The net book value of trade payables is considered to be equivalent to the fair value As the maturities of trade payables are unknown their recorded values are considered to be equivalent to their fair values

(d) Related Parties

A party is related to an entity if the party is a legal body or a real person which directly or indirectly controls is controlled by or is under common control with the entity has an interest in the entity that gives it significant influence over the entity and if the party is a subsidiary an affiliate or a joint venture in which the entity is a venturer Furthermore members of the key management personnel of the entity close members of the family of any individual referred to above and parties representing postmiddot employment benefit plan for the benefit of employees of the entity are also defined as related parties

Fair Value

As the maturities of balances due from and due to related parties are unknown their recorded values or the said receivables and payables are considered to be equivalent to their fair values

(e) Tangible Assets

Tangible assets are stated at cost less their accumulated depreciation They have been depreciated over the following useful lives of assets

Furniture and fixtures 4-5 years Motor vehicles 5 years

(f) Intangible Assets

Intangible assets are stated at cost less their accumulated amortization and value decrease if any Intangible assets are amortized considering the approximate useful lives of the assets as stated in the following

Special costs 5 years

7

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

(g) Income Taxes

Corporate earnings are subject to corporation tax at a rate of 20 Dividends paid in cash to real persons with full liability and real persons and entities with limited liability (nonshyresidents) are subject to income tax withholding at a rate of 15 Addition of current year and prior year profits (retained earnings) to share capital has not been regarded as distribution of profits and therefore no withholding tax is applicable to these earnings On the other hand no withholding tax is applicable to entities with full liability in profit distributions

Further provisional corporation tax is paid at a rate of 20 on the profits declared for interim periods to be deducted from the corporation tax

Under the Turkish taxation system tax losses can be carried forward to be offset against future taxable income for up to five years Tax losses cannot be carried back to offset profits from previous periods

As of 31 March 2010 and 2009 there is no tax base therefore no tax provision has been made in the accompanying financial statements

(h) Deferred Taxes

Deferred taxes are calculated on the temporary differences that arise between the deductible tax base and the book values of assets and liabilities by using the liability method The primary temporary differences arise from the income and expense items that are reported in different periods with respect to the International Financial Reporting Standards and the tax legislation While deferred tax liabilities are calculated for all taxable temporary differences deferred tax assets consisting of deductible temporary differences are calculated with the assumption that the Company will have taxable income during the future periods

An enterprise should offset current tax assets and current tax liabilities if the enterprise has a legally enforceable right to set off the recognised amounts provided that the tax assets and tax liabilities are subject to the tax legislation of the same jurisdiction

As of 31 March 2010 and 2009 there is no tax base therefore no deferred tax provision has been made in the accompanying financial statements

(i) Termination Indemnities

Under Turkish Labour Law Article 2511 the Company is required to pay termination indemnities to each employee who completes one year of service and whose employment is terminated upon causes that qualify the employee to receive termination indemnity is called up for military service leaves within one year after marriage (women only) and to those employees who retire or die The amount payable consists of one months salary for each year of service

8

GMR INFRASTRUCTURE (UK) LiMiTED SiRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

0) Foreign Currency Transactions

Assets and liabilities denominated in foreign currencies are translated into Turkish Lira at the foreign currency buying rates announced by the Turkish Central Bank at the balance sheet dates Foreign currency transactions during the period are translated into Turkish Lira at exchange rates prevailing at transaction dates Foreign exchange gains and losses resulting from such translations are included in the statements of income The Central Bank foreign exchange rates used by the Company in translating foreign exchange balances to Turkish Liras as of the balance sheet dates are as follows

31 March 2010 Buying Selling

31 March 2009 Buying Selling

USD EURO GBP

15215 20523 22924

15288 20622 23044

16880 22258 23899

16961 22365 24024

(k) Revenues and Expenses

The accruals basis of accounting is applied for the recognition of revenues and expenses in the accompanying financial statements The accrual concept requires that revenues income and profits should be matched with costs expenses and losses belonging to the same period

(l) Accounting Estimates

The preparation of financial statements in conformity with International Financial Reporting Standards requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period Actual results could differ from those estimates

(m) Subsequent Events

If the Company receives information after the balance sheet date about conditions that existed at the balance sheet date it updates the financial statements that relate to those conditions in the light of the new information If non-adjusting events after the balance sheet date are material the Company discloses them during the related period

3 Cash and Cash Equivalents

Cash and cash equivalents consist of the following (GBP)

31 March 2010 31 March 2009

Banks 111468 358033

9

GMR INFRASTRUCTURE (UK) liMiTED iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

4 Trade Payables

Trade payables consist of the following (GBP)

Asta~ Turizm ilet A~ Bebek Yattlllk Denizcilik Turizm Strategic Decisions Group 6599 Other trade payables 5258

5 Due from and Due to Related Parties

Transactions and balances with shareholders consist of the following (GBP)

31 March 2010 Due to related parties

GMR Infrastructure Ltd UK 1105979 GMR Corporate Affairs Private Ltd 3916 GMR Infrastructure Overseas SL 85836

1195731

6 Prepaid Expenses Other Current Assets

Other current assets and prepaid expenses consist of the following (GBP)

31 March 2010

Deferred VAT 67760 DeductabLe VAT 9446 Prepaid taxes 1582 Advance payments 2604 Advances to personel 6274 Prepaid expenses 2468

Long term other assets consist of the following (GBP)

31 March 2010

Prepaid expenses

31 March 2009

51559 4322 9323 5835

31 March 2009

139700

139700

31 March 2009

7897 5095

921

31 March 2009

10

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

7 Tangible Assets

Tangible assets consist of the following (GBP)

31 March 2010 31 March 2009

Vehicles Furniture and fixtures Accumulated depreciation (-)

194399 78511

( 70606)

186468 12034

( 13253)

202304 185249

8 Intangible Assets

Intangible assets consist of the following (GBP)

31 March 2010 31 March 2009

Special costs Accumulated amortization (-)

134160 837 ( 28)

9 Other Payables and Deferred Income

Other short term payables expense accruals and deferred income consist of the following (GBP)

31 March 2010 31 March 2009

Deferred income 335255 Due to personnel 219202 Taxes and funds 82886 25239 Expense accruals 11848 2515 Social security premiums payable 4514 3998

99248 586209

The Company has an annual income from the consultancy services provided to Sabiha Giik~en Airport construction project 335255 GBP mentioned above consists of the deferred income between the periods as of 31 March 2009- 31 December 2009

Long term other payables consist of the following (GBP)

31 March 2010 31 March 2009

Provision for termination indemnity

11

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

10 Net Sales

Net sales consist of the following (GBP)

31 March 2010

Consultancy income 442025 Cost sharing income 688262

31 March 2009

113206

113206

It consists of consultancy service fees generated in relation to the management services rendered for Sabiha Goklten Airport project

11 General Administration Expenses

General administration expenses consist of the following (GBP)

Consultancy expenses Salaries Rent expenses Depreciation expenses Staff welfare expenses Conveyance expenses Entertainment expenses Provision for termination indemnity Other various expenses

Consultancy expenses consist of the following (GBP)

Mercados Energy Market Strategic Decisions Group GMR Infrastructure Ltd UK Accounting services Legal consultancy fees Poyry Energy (Oxford) Ltd Other consultancy fees

12 Financial Income (Expense)

Financial income consists of the following (GBP)

Interest Income Foreign exchange gain

31 March 2010

501652 849606 139639 89161

3329 17147

5463 3705

182446

1792148

31 March 2010

60586 356569 23945 11740

48812

31 March 2010

3908

31 March 2009

112343 100846 68921 13454

7508 6313 5578

31663

346626

31 March 2009

32109 32542

15444 11988 7949

31 March 2009

6242 4879

11121

12

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

12 Financial Income I (Expense) (continued)

Financial expense consists of the following (GBP)

31 March 2010 31 March 2009

Foreign exchange loss

13 Foreign Currency Position

As of 31 March 2010 the foreign currency position of the Company is as follows

31 March 2010 EURO USD TL Equivalent

Banks Trade payables Due to related

parties Advances received

(560000)

65581 (31470)

( 5900) (61950)

(604632)

99782 47882

(2544323)

Net foreign currency position (560000) (604632)

As of 31 March 2009 the foreign currency position of the Company is as follows

EURO TL Equivalent

Trade payables (13200) ( 22002) Due to related

parties (150000) (333870)

Net foreign currency position (150000)

14 Conting~l1t Assets I Liabilities

As of 31 March 2010 the ongoing Legal proceedings commenced by the Company against third parties amounts to GBP 137083 (31 March 2009 GBP 142606)

13

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

1 Principal Activities

GMR Infrastructure (UK) Limited ~irketi - Turkey Istanbul Branch (the Company) was established to manage the operations of GMR in Middle East and North African Region in the fields of infrastructure airport at 9 June 2008 The Company has been supporting the construction project going on Sabiha Goklten International Airport Istanbul The Company has 10 personnel Also it is receiving consultancy services from an external company

2 Accounting Techniques and Valuation Procedures Applied

(a) Basis of Presentation

The accompanying financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) The Company maintains its books of account and prepares its statutory financial statements in accordance with the prevailing commercial and financial legislation in Turkey The accompanying financial statements are based on the statutory records with adjustments and reclassifications for the purpose of fair presentation in accordance with the IFRS issued by the International Accounting Standards Board

(b) Translation of Financial Statements from Functional Currency to Presentation Currency

The accompanying financial statements for the special period ended 31 March 2010 has been converted into GBP from Turkish Lira by applying the 31 March 2010 GBP exchange parity quoted by the Turkish Central Bank TL 22924 = GBP 1 (31 March 2009 TL 23899 = GBP 1) and exchange parity TL 24089 = GBP 1 (average) applied for profit (loss) balances (31 March 2009 TL 23592 = GBP 1) The difference has been included in translation differences account under the equity account group as per the lAS 21 The functional currency of the Company is TL and the reporting currency is GBP

(c) Financial Instruments

Financial instruments consist of the financial assets and liabilities stated below

i Cash and Cash Equivalents

Cash and Cash Equivalents consist of banks

Bank accounts consist of demand deposit accounts which are stated at cost values and the foreign currency accounts are translated into Turkish Lira at the foreign currency purchasing rate issued by the Central Bank as at 31 March 2010

Fair Value

Fair value is the amount for which a financial instrument could be exchanged between two willing parties in an arms length transaction It is primarily considered the same as the quoted value of the financial instrument however in case there is no quoted value the purchase or sale value of an instrument is accepted to be the fair value of the financial instrument

As the demand and deposit accounts are converted into cash in very short terrns and as there is no risk of value decrease their book values are considered to approximate to their fair values

6

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

(c) Financial Instruments (continued)

ii Trade Payables

Trade payables are financial liabilities created by the Company through purchasing goods and services directly from the suppliers Trade payables are stated at their book values in the financial statements

Fair Value

The net book value of trade payables is considered to be equivalent to the fair value As the maturities of trade payables are unknown their recorded values are considered to be equivalent to their fair values

(d) Related Parties

A party is related to an entity if the party is a legal body or a real person which directly or indirectly controls is controlled by or is under common control with the entity has an interest in the entity that gives it significant influence over the entity and if the party is a subsidiary an affiliate or a joint venture in which the entity is a venturer Furthermore members of the key management personnel of the entity close members of the family of any individual referred to above and parties representing postmiddot employment benefit plan for the benefit of employees of the entity are also defined as related parties

Fair Value

As the maturities of balances due from and due to related parties are unknown their recorded values or the said receivables and payables are considered to be equivalent to their fair values

(e) Tangible Assets

Tangible assets are stated at cost less their accumulated depreciation They have been depreciated over the following useful lives of assets

Furniture and fixtures 4-5 years Motor vehicles 5 years

(f) Intangible Assets

Intangible assets are stated at cost less their accumulated amortization and value decrease if any Intangible assets are amortized considering the approximate useful lives of the assets as stated in the following

Special costs 5 years

7

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

(g) Income Taxes

Corporate earnings are subject to corporation tax at a rate of 20 Dividends paid in cash to real persons with full liability and real persons and entities with limited liability (nonshyresidents) are subject to income tax withholding at a rate of 15 Addition of current year and prior year profits (retained earnings) to share capital has not been regarded as distribution of profits and therefore no withholding tax is applicable to these earnings On the other hand no withholding tax is applicable to entities with full liability in profit distributions

Further provisional corporation tax is paid at a rate of 20 on the profits declared for interim periods to be deducted from the corporation tax

Under the Turkish taxation system tax losses can be carried forward to be offset against future taxable income for up to five years Tax losses cannot be carried back to offset profits from previous periods

As of 31 March 2010 and 2009 there is no tax base therefore no tax provision has been made in the accompanying financial statements

(h) Deferred Taxes

Deferred taxes are calculated on the temporary differences that arise between the deductible tax base and the book values of assets and liabilities by using the liability method The primary temporary differences arise from the income and expense items that are reported in different periods with respect to the International Financial Reporting Standards and the tax legislation While deferred tax liabilities are calculated for all taxable temporary differences deferred tax assets consisting of deductible temporary differences are calculated with the assumption that the Company will have taxable income during the future periods

An enterprise should offset current tax assets and current tax liabilities if the enterprise has a legally enforceable right to set off the recognised amounts provided that the tax assets and tax liabilities are subject to the tax legislation of the same jurisdiction

As of 31 March 2010 and 2009 there is no tax base therefore no deferred tax provision has been made in the accompanying financial statements

(i) Termination Indemnities

Under Turkish Labour Law Article 2511 the Company is required to pay termination indemnities to each employee who completes one year of service and whose employment is terminated upon causes that qualify the employee to receive termination indemnity is called up for military service leaves within one year after marriage (women only) and to those employees who retire or die The amount payable consists of one months salary for each year of service

8

GMR INFRASTRUCTURE (UK) LiMiTED SiRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

0) Foreign Currency Transactions

Assets and liabilities denominated in foreign currencies are translated into Turkish Lira at the foreign currency buying rates announced by the Turkish Central Bank at the balance sheet dates Foreign currency transactions during the period are translated into Turkish Lira at exchange rates prevailing at transaction dates Foreign exchange gains and losses resulting from such translations are included in the statements of income The Central Bank foreign exchange rates used by the Company in translating foreign exchange balances to Turkish Liras as of the balance sheet dates are as follows

31 March 2010 Buying Selling

31 March 2009 Buying Selling

USD EURO GBP

15215 20523 22924

15288 20622 23044

16880 22258 23899

16961 22365 24024

(k) Revenues and Expenses

The accruals basis of accounting is applied for the recognition of revenues and expenses in the accompanying financial statements The accrual concept requires that revenues income and profits should be matched with costs expenses and losses belonging to the same period

(l) Accounting Estimates

The preparation of financial statements in conformity with International Financial Reporting Standards requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period Actual results could differ from those estimates

(m) Subsequent Events

If the Company receives information after the balance sheet date about conditions that existed at the balance sheet date it updates the financial statements that relate to those conditions in the light of the new information If non-adjusting events after the balance sheet date are material the Company discloses them during the related period

3 Cash and Cash Equivalents

Cash and cash equivalents consist of the following (GBP)

31 March 2010 31 March 2009

Banks 111468 358033

9

GMR INFRASTRUCTURE (UK) liMiTED iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

4 Trade Payables

Trade payables consist of the following (GBP)

Asta~ Turizm ilet A~ Bebek Yattlllk Denizcilik Turizm Strategic Decisions Group 6599 Other trade payables 5258

5 Due from and Due to Related Parties

Transactions and balances with shareholders consist of the following (GBP)

31 March 2010 Due to related parties

GMR Infrastructure Ltd UK 1105979 GMR Corporate Affairs Private Ltd 3916 GMR Infrastructure Overseas SL 85836

1195731

6 Prepaid Expenses Other Current Assets

Other current assets and prepaid expenses consist of the following (GBP)

31 March 2010

Deferred VAT 67760 DeductabLe VAT 9446 Prepaid taxes 1582 Advance payments 2604 Advances to personel 6274 Prepaid expenses 2468

Long term other assets consist of the following (GBP)

31 March 2010

Prepaid expenses

31 March 2009

51559 4322 9323 5835

31 March 2009

139700

139700

31 March 2009

7897 5095

921

31 March 2009

10

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

7 Tangible Assets

Tangible assets consist of the following (GBP)

31 March 2010 31 March 2009

Vehicles Furniture and fixtures Accumulated depreciation (-)

194399 78511

( 70606)

186468 12034

( 13253)

202304 185249

8 Intangible Assets

Intangible assets consist of the following (GBP)

31 March 2010 31 March 2009

Special costs Accumulated amortization (-)

134160 837 ( 28)

9 Other Payables and Deferred Income

Other short term payables expense accruals and deferred income consist of the following (GBP)

31 March 2010 31 March 2009

Deferred income 335255 Due to personnel 219202 Taxes and funds 82886 25239 Expense accruals 11848 2515 Social security premiums payable 4514 3998

99248 586209

The Company has an annual income from the consultancy services provided to Sabiha Giik~en Airport construction project 335255 GBP mentioned above consists of the deferred income between the periods as of 31 March 2009- 31 December 2009

Long term other payables consist of the following (GBP)

31 March 2010 31 March 2009

Provision for termination indemnity

11

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

10 Net Sales

Net sales consist of the following (GBP)

31 March 2010

Consultancy income 442025 Cost sharing income 688262

31 March 2009

113206

113206

It consists of consultancy service fees generated in relation to the management services rendered for Sabiha Goklten Airport project

11 General Administration Expenses

General administration expenses consist of the following (GBP)

Consultancy expenses Salaries Rent expenses Depreciation expenses Staff welfare expenses Conveyance expenses Entertainment expenses Provision for termination indemnity Other various expenses

Consultancy expenses consist of the following (GBP)

Mercados Energy Market Strategic Decisions Group GMR Infrastructure Ltd UK Accounting services Legal consultancy fees Poyry Energy (Oxford) Ltd Other consultancy fees

12 Financial Income (Expense)

Financial income consists of the following (GBP)

Interest Income Foreign exchange gain

31 March 2010

501652 849606 139639 89161

3329 17147

5463 3705

182446

1792148

31 March 2010

60586 356569 23945 11740

48812

31 March 2010

3908

31 March 2009

112343 100846 68921 13454

7508 6313 5578

31663

346626

31 March 2009

32109 32542

15444 11988 7949

31 March 2009

6242 4879

11121

12

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

12 Financial Income I (Expense) (continued)

Financial expense consists of the following (GBP)

31 March 2010 31 March 2009

Foreign exchange loss

13 Foreign Currency Position

As of 31 March 2010 the foreign currency position of the Company is as follows

31 March 2010 EURO USD TL Equivalent

Banks Trade payables Due to related

parties Advances received

(560000)

65581 (31470)

( 5900) (61950)

(604632)

99782 47882

(2544323)

Net foreign currency position (560000) (604632)

As of 31 March 2009 the foreign currency position of the Company is as follows

EURO TL Equivalent

Trade payables (13200) ( 22002) Due to related

parties (150000) (333870)

Net foreign currency position (150000)

14 Conting~l1t Assets I Liabilities

As of 31 March 2010 the ongoing Legal proceedings commenced by the Company against third parties amounts to GBP 137083 (31 March 2009 GBP 142606)

13

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

(c) Financial Instruments (continued)

ii Trade Payables

Trade payables are financial liabilities created by the Company through purchasing goods and services directly from the suppliers Trade payables are stated at their book values in the financial statements

Fair Value

The net book value of trade payables is considered to be equivalent to the fair value As the maturities of trade payables are unknown their recorded values are considered to be equivalent to their fair values

(d) Related Parties

A party is related to an entity if the party is a legal body or a real person which directly or indirectly controls is controlled by or is under common control with the entity has an interest in the entity that gives it significant influence over the entity and if the party is a subsidiary an affiliate or a joint venture in which the entity is a venturer Furthermore members of the key management personnel of the entity close members of the family of any individual referred to above and parties representing postmiddot employment benefit plan for the benefit of employees of the entity are also defined as related parties

Fair Value

As the maturities of balances due from and due to related parties are unknown their recorded values or the said receivables and payables are considered to be equivalent to their fair values

(e) Tangible Assets

Tangible assets are stated at cost less their accumulated depreciation They have been depreciated over the following useful lives of assets

Furniture and fixtures 4-5 years Motor vehicles 5 years

(f) Intangible Assets

Intangible assets are stated at cost less their accumulated amortization and value decrease if any Intangible assets are amortized considering the approximate useful lives of the assets as stated in the following

Special costs 5 years

7

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

(g) Income Taxes

Corporate earnings are subject to corporation tax at a rate of 20 Dividends paid in cash to real persons with full liability and real persons and entities with limited liability (nonshyresidents) are subject to income tax withholding at a rate of 15 Addition of current year and prior year profits (retained earnings) to share capital has not been regarded as distribution of profits and therefore no withholding tax is applicable to these earnings On the other hand no withholding tax is applicable to entities with full liability in profit distributions

Further provisional corporation tax is paid at a rate of 20 on the profits declared for interim periods to be deducted from the corporation tax

Under the Turkish taxation system tax losses can be carried forward to be offset against future taxable income for up to five years Tax losses cannot be carried back to offset profits from previous periods

As of 31 March 2010 and 2009 there is no tax base therefore no tax provision has been made in the accompanying financial statements

(h) Deferred Taxes

Deferred taxes are calculated on the temporary differences that arise between the deductible tax base and the book values of assets and liabilities by using the liability method The primary temporary differences arise from the income and expense items that are reported in different periods with respect to the International Financial Reporting Standards and the tax legislation While deferred tax liabilities are calculated for all taxable temporary differences deferred tax assets consisting of deductible temporary differences are calculated with the assumption that the Company will have taxable income during the future periods

An enterprise should offset current tax assets and current tax liabilities if the enterprise has a legally enforceable right to set off the recognised amounts provided that the tax assets and tax liabilities are subject to the tax legislation of the same jurisdiction

As of 31 March 2010 and 2009 there is no tax base therefore no deferred tax provision has been made in the accompanying financial statements

(i) Termination Indemnities

Under Turkish Labour Law Article 2511 the Company is required to pay termination indemnities to each employee who completes one year of service and whose employment is terminated upon causes that qualify the employee to receive termination indemnity is called up for military service leaves within one year after marriage (women only) and to those employees who retire or die The amount payable consists of one months salary for each year of service

8

GMR INFRASTRUCTURE (UK) LiMiTED SiRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

0) Foreign Currency Transactions

Assets and liabilities denominated in foreign currencies are translated into Turkish Lira at the foreign currency buying rates announced by the Turkish Central Bank at the balance sheet dates Foreign currency transactions during the period are translated into Turkish Lira at exchange rates prevailing at transaction dates Foreign exchange gains and losses resulting from such translations are included in the statements of income The Central Bank foreign exchange rates used by the Company in translating foreign exchange balances to Turkish Liras as of the balance sheet dates are as follows

31 March 2010 Buying Selling

31 March 2009 Buying Selling

USD EURO GBP

15215 20523 22924

15288 20622 23044

16880 22258 23899

16961 22365 24024

(k) Revenues and Expenses

The accruals basis of accounting is applied for the recognition of revenues and expenses in the accompanying financial statements The accrual concept requires that revenues income and profits should be matched with costs expenses and losses belonging to the same period

(l) Accounting Estimates

The preparation of financial statements in conformity with International Financial Reporting Standards requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period Actual results could differ from those estimates

(m) Subsequent Events

If the Company receives information after the balance sheet date about conditions that existed at the balance sheet date it updates the financial statements that relate to those conditions in the light of the new information If non-adjusting events after the balance sheet date are material the Company discloses them during the related period

3 Cash and Cash Equivalents

Cash and cash equivalents consist of the following (GBP)

31 March 2010 31 March 2009

Banks 111468 358033

9

GMR INFRASTRUCTURE (UK) liMiTED iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

4 Trade Payables

Trade payables consist of the following (GBP)

Asta~ Turizm ilet A~ Bebek Yattlllk Denizcilik Turizm Strategic Decisions Group 6599 Other trade payables 5258

5 Due from and Due to Related Parties

Transactions and balances with shareholders consist of the following (GBP)

31 March 2010 Due to related parties

GMR Infrastructure Ltd UK 1105979 GMR Corporate Affairs Private Ltd 3916 GMR Infrastructure Overseas SL 85836

1195731

6 Prepaid Expenses Other Current Assets

Other current assets and prepaid expenses consist of the following (GBP)

31 March 2010

Deferred VAT 67760 DeductabLe VAT 9446 Prepaid taxes 1582 Advance payments 2604 Advances to personel 6274 Prepaid expenses 2468

Long term other assets consist of the following (GBP)

31 March 2010

Prepaid expenses

31 March 2009

51559 4322 9323 5835

31 March 2009

139700

139700

31 March 2009

7897 5095

921

31 March 2009

10

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

7 Tangible Assets

Tangible assets consist of the following (GBP)

31 March 2010 31 March 2009

Vehicles Furniture and fixtures Accumulated depreciation (-)

194399 78511

( 70606)

186468 12034

( 13253)

202304 185249

8 Intangible Assets

Intangible assets consist of the following (GBP)

31 March 2010 31 March 2009

Special costs Accumulated amortization (-)

134160 837 ( 28)

9 Other Payables and Deferred Income

Other short term payables expense accruals and deferred income consist of the following (GBP)

31 March 2010 31 March 2009

Deferred income 335255 Due to personnel 219202 Taxes and funds 82886 25239 Expense accruals 11848 2515 Social security premiums payable 4514 3998

99248 586209

The Company has an annual income from the consultancy services provided to Sabiha Giik~en Airport construction project 335255 GBP mentioned above consists of the deferred income between the periods as of 31 March 2009- 31 December 2009

Long term other payables consist of the following (GBP)

31 March 2010 31 March 2009

Provision for termination indemnity

11

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

10 Net Sales

Net sales consist of the following (GBP)

31 March 2010

Consultancy income 442025 Cost sharing income 688262

31 March 2009

113206

113206

It consists of consultancy service fees generated in relation to the management services rendered for Sabiha Goklten Airport project

11 General Administration Expenses

General administration expenses consist of the following (GBP)

Consultancy expenses Salaries Rent expenses Depreciation expenses Staff welfare expenses Conveyance expenses Entertainment expenses Provision for termination indemnity Other various expenses

Consultancy expenses consist of the following (GBP)

Mercados Energy Market Strategic Decisions Group GMR Infrastructure Ltd UK Accounting services Legal consultancy fees Poyry Energy (Oxford) Ltd Other consultancy fees

12 Financial Income (Expense)

Financial income consists of the following (GBP)

Interest Income Foreign exchange gain

31 March 2010

501652 849606 139639 89161

3329 17147

5463 3705

182446

1792148

31 March 2010

60586 356569 23945 11740

48812

31 March 2010

3908

31 March 2009

112343 100846 68921 13454

7508 6313 5578

31663

346626

31 March 2009

32109 32542

15444 11988 7949

31 March 2009

6242 4879

11121

12

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

12 Financial Income I (Expense) (continued)

Financial expense consists of the following (GBP)

31 March 2010 31 March 2009

Foreign exchange loss

13 Foreign Currency Position

As of 31 March 2010 the foreign currency position of the Company is as follows

31 March 2010 EURO USD TL Equivalent

Banks Trade payables Due to related

parties Advances received

(560000)

65581 (31470)

( 5900) (61950)

(604632)

99782 47882

(2544323)

Net foreign currency position (560000) (604632)

As of 31 March 2009 the foreign currency position of the Company is as follows

EURO TL Equivalent

Trade payables (13200) ( 22002) Due to related

parties (150000) (333870)

Net foreign currency position (150000)

14 Conting~l1t Assets I Liabilities

As of 31 March 2010 the ongoing Legal proceedings commenced by the Company against third parties amounts to GBP 137083 (31 March 2009 GBP 142606)

13

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

(g) Income Taxes

Corporate earnings are subject to corporation tax at a rate of 20 Dividends paid in cash to real persons with full liability and real persons and entities with limited liability (nonshyresidents) are subject to income tax withholding at a rate of 15 Addition of current year and prior year profits (retained earnings) to share capital has not been regarded as distribution of profits and therefore no withholding tax is applicable to these earnings On the other hand no withholding tax is applicable to entities with full liability in profit distributions

Further provisional corporation tax is paid at a rate of 20 on the profits declared for interim periods to be deducted from the corporation tax

Under the Turkish taxation system tax losses can be carried forward to be offset against future taxable income for up to five years Tax losses cannot be carried back to offset profits from previous periods

As of 31 March 2010 and 2009 there is no tax base therefore no tax provision has been made in the accompanying financial statements

(h) Deferred Taxes

Deferred taxes are calculated on the temporary differences that arise between the deductible tax base and the book values of assets and liabilities by using the liability method The primary temporary differences arise from the income and expense items that are reported in different periods with respect to the International Financial Reporting Standards and the tax legislation While deferred tax liabilities are calculated for all taxable temporary differences deferred tax assets consisting of deductible temporary differences are calculated with the assumption that the Company will have taxable income during the future periods

An enterprise should offset current tax assets and current tax liabilities if the enterprise has a legally enforceable right to set off the recognised amounts provided that the tax assets and tax liabilities are subject to the tax legislation of the same jurisdiction

As of 31 March 2010 and 2009 there is no tax base therefore no deferred tax provision has been made in the accompanying financial statements

(i) Termination Indemnities

Under Turkish Labour Law Article 2511 the Company is required to pay termination indemnities to each employee who completes one year of service and whose employment is terminated upon causes that qualify the employee to receive termination indemnity is called up for military service leaves within one year after marriage (women only) and to those employees who retire or die The amount payable consists of one months salary for each year of service

8

GMR INFRASTRUCTURE (UK) LiMiTED SiRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

0) Foreign Currency Transactions

Assets and liabilities denominated in foreign currencies are translated into Turkish Lira at the foreign currency buying rates announced by the Turkish Central Bank at the balance sheet dates Foreign currency transactions during the period are translated into Turkish Lira at exchange rates prevailing at transaction dates Foreign exchange gains and losses resulting from such translations are included in the statements of income The Central Bank foreign exchange rates used by the Company in translating foreign exchange balances to Turkish Liras as of the balance sheet dates are as follows

31 March 2010 Buying Selling

31 March 2009 Buying Selling

USD EURO GBP

15215 20523 22924

15288 20622 23044

16880 22258 23899

16961 22365 24024

(k) Revenues and Expenses

The accruals basis of accounting is applied for the recognition of revenues and expenses in the accompanying financial statements The accrual concept requires that revenues income and profits should be matched with costs expenses and losses belonging to the same period

(l) Accounting Estimates

The preparation of financial statements in conformity with International Financial Reporting Standards requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period Actual results could differ from those estimates

(m) Subsequent Events

If the Company receives information after the balance sheet date about conditions that existed at the balance sheet date it updates the financial statements that relate to those conditions in the light of the new information If non-adjusting events after the balance sheet date are material the Company discloses them during the related period

3 Cash and Cash Equivalents

Cash and cash equivalents consist of the following (GBP)

31 March 2010 31 March 2009

Banks 111468 358033

9

GMR INFRASTRUCTURE (UK) liMiTED iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

4 Trade Payables

Trade payables consist of the following (GBP)

Asta~ Turizm ilet A~ Bebek Yattlllk Denizcilik Turizm Strategic Decisions Group 6599 Other trade payables 5258

5 Due from and Due to Related Parties

Transactions and balances with shareholders consist of the following (GBP)

31 March 2010 Due to related parties

GMR Infrastructure Ltd UK 1105979 GMR Corporate Affairs Private Ltd 3916 GMR Infrastructure Overseas SL 85836

1195731

6 Prepaid Expenses Other Current Assets

Other current assets and prepaid expenses consist of the following (GBP)

31 March 2010

Deferred VAT 67760 DeductabLe VAT 9446 Prepaid taxes 1582 Advance payments 2604 Advances to personel 6274 Prepaid expenses 2468

Long term other assets consist of the following (GBP)

31 March 2010

Prepaid expenses

31 March 2009

51559 4322 9323 5835

31 March 2009

139700

139700

31 March 2009

7897 5095

921

31 March 2009

10

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

7 Tangible Assets

Tangible assets consist of the following (GBP)

31 March 2010 31 March 2009

Vehicles Furniture and fixtures Accumulated depreciation (-)

194399 78511

( 70606)

186468 12034

( 13253)

202304 185249

8 Intangible Assets

Intangible assets consist of the following (GBP)

31 March 2010 31 March 2009

Special costs Accumulated amortization (-)

134160 837 ( 28)

9 Other Payables and Deferred Income

Other short term payables expense accruals and deferred income consist of the following (GBP)

31 March 2010 31 March 2009

Deferred income 335255 Due to personnel 219202 Taxes and funds 82886 25239 Expense accruals 11848 2515 Social security premiums payable 4514 3998

99248 586209

The Company has an annual income from the consultancy services provided to Sabiha Giik~en Airport construction project 335255 GBP mentioned above consists of the deferred income between the periods as of 31 March 2009- 31 December 2009

Long term other payables consist of the following (GBP)

31 March 2010 31 March 2009

Provision for termination indemnity

11

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

10 Net Sales

Net sales consist of the following (GBP)

31 March 2010

Consultancy income 442025 Cost sharing income 688262

31 March 2009

113206

113206

It consists of consultancy service fees generated in relation to the management services rendered for Sabiha Goklten Airport project

11 General Administration Expenses

General administration expenses consist of the following (GBP)

Consultancy expenses Salaries Rent expenses Depreciation expenses Staff welfare expenses Conveyance expenses Entertainment expenses Provision for termination indemnity Other various expenses

Consultancy expenses consist of the following (GBP)

Mercados Energy Market Strategic Decisions Group GMR Infrastructure Ltd UK Accounting services Legal consultancy fees Poyry Energy (Oxford) Ltd Other consultancy fees

12 Financial Income (Expense)

Financial income consists of the following (GBP)

Interest Income Foreign exchange gain

31 March 2010

501652 849606 139639 89161

3329 17147

5463 3705

182446

1792148

31 March 2010

60586 356569 23945 11740

48812

31 March 2010

3908

31 March 2009

112343 100846 68921 13454

7508 6313 5578

31663

346626

31 March 2009

32109 32542

15444 11988 7949

31 March 2009

6242 4879

11121

12

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

12 Financial Income I (Expense) (continued)

Financial expense consists of the following (GBP)

31 March 2010 31 March 2009

Foreign exchange loss

13 Foreign Currency Position

As of 31 March 2010 the foreign currency position of the Company is as follows

31 March 2010 EURO USD TL Equivalent

Banks Trade payables Due to related

parties Advances received

(560000)

65581 (31470)

( 5900) (61950)

(604632)

99782 47882

(2544323)

Net foreign currency position (560000) (604632)

As of 31 March 2009 the foreign currency position of the Company is as follows

EURO TL Equivalent

Trade payables (13200) ( 22002) Due to related

parties (150000) (333870)

Net foreign currency position (150000)

14 Conting~l1t Assets I Liabilities

As of 31 March 2010 the ongoing Legal proceedings commenced by the Company against third parties amounts to GBP 137083 (31 March 2009 GBP 142606)

13

GMR INFRASTRUCTURE (UK) LiMiTED SiRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

2 Accounting Techniques and Valuation Procedures Applied (continued)

0) Foreign Currency Transactions

Assets and liabilities denominated in foreign currencies are translated into Turkish Lira at the foreign currency buying rates announced by the Turkish Central Bank at the balance sheet dates Foreign currency transactions during the period are translated into Turkish Lira at exchange rates prevailing at transaction dates Foreign exchange gains and losses resulting from such translations are included in the statements of income The Central Bank foreign exchange rates used by the Company in translating foreign exchange balances to Turkish Liras as of the balance sheet dates are as follows

31 March 2010 Buying Selling

31 March 2009 Buying Selling

USD EURO GBP

15215 20523 22924

15288 20622 23044

16880 22258 23899

16961 22365 24024

(k) Revenues and Expenses

The accruals basis of accounting is applied for the recognition of revenues and expenses in the accompanying financial statements The accrual concept requires that revenues income and profits should be matched with costs expenses and losses belonging to the same period

(l) Accounting Estimates

The preparation of financial statements in conformity with International Financial Reporting Standards requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period Actual results could differ from those estimates

(m) Subsequent Events

If the Company receives information after the balance sheet date about conditions that existed at the balance sheet date it updates the financial statements that relate to those conditions in the light of the new information If non-adjusting events after the balance sheet date are material the Company discloses them during the related period

3 Cash and Cash Equivalents

Cash and cash equivalents consist of the following (GBP)

31 March 2010 31 March 2009

Banks 111468 358033

9

GMR INFRASTRUCTURE (UK) liMiTED iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

4 Trade Payables

Trade payables consist of the following (GBP)

Asta~ Turizm ilet A~ Bebek Yattlllk Denizcilik Turizm Strategic Decisions Group 6599 Other trade payables 5258

5 Due from and Due to Related Parties

Transactions and balances with shareholders consist of the following (GBP)

31 March 2010 Due to related parties

GMR Infrastructure Ltd UK 1105979 GMR Corporate Affairs Private Ltd 3916 GMR Infrastructure Overseas SL 85836

1195731

6 Prepaid Expenses Other Current Assets

Other current assets and prepaid expenses consist of the following (GBP)

31 March 2010

Deferred VAT 67760 DeductabLe VAT 9446 Prepaid taxes 1582 Advance payments 2604 Advances to personel 6274 Prepaid expenses 2468

Long term other assets consist of the following (GBP)

31 March 2010

Prepaid expenses

31 March 2009

51559 4322 9323 5835

31 March 2009

139700

139700

31 March 2009

7897 5095

921

31 March 2009

10

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

7 Tangible Assets

Tangible assets consist of the following (GBP)

31 March 2010 31 March 2009

Vehicles Furniture and fixtures Accumulated depreciation (-)

194399 78511

( 70606)

186468 12034

( 13253)

202304 185249

8 Intangible Assets

Intangible assets consist of the following (GBP)

31 March 2010 31 March 2009

Special costs Accumulated amortization (-)

134160 837 ( 28)

9 Other Payables and Deferred Income

Other short term payables expense accruals and deferred income consist of the following (GBP)

31 March 2010 31 March 2009

Deferred income 335255 Due to personnel 219202 Taxes and funds 82886 25239 Expense accruals 11848 2515 Social security premiums payable 4514 3998

99248 586209

The Company has an annual income from the consultancy services provided to Sabiha Giik~en Airport construction project 335255 GBP mentioned above consists of the deferred income between the periods as of 31 March 2009- 31 December 2009

Long term other payables consist of the following (GBP)

31 March 2010 31 March 2009

Provision for termination indemnity

11

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

10 Net Sales

Net sales consist of the following (GBP)

31 March 2010

Consultancy income 442025 Cost sharing income 688262

31 March 2009

113206

113206

It consists of consultancy service fees generated in relation to the management services rendered for Sabiha Goklten Airport project

11 General Administration Expenses

General administration expenses consist of the following (GBP)

Consultancy expenses Salaries Rent expenses Depreciation expenses Staff welfare expenses Conveyance expenses Entertainment expenses Provision for termination indemnity Other various expenses

Consultancy expenses consist of the following (GBP)

Mercados Energy Market Strategic Decisions Group GMR Infrastructure Ltd UK Accounting services Legal consultancy fees Poyry Energy (Oxford) Ltd Other consultancy fees

12 Financial Income (Expense)

Financial income consists of the following (GBP)

Interest Income Foreign exchange gain

31 March 2010

501652 849606 139639 89161

3329 17147

5463 3705

182446

1792148

31 March 2010

60586 356569 23945 11740

48812

31 March 2010

3908

31 March 2009

112343 100846 68921 13454

7508 6313 5578

31663

346626

31 March 2009

32109 32542

15444 11988 7949

31 March 2009

6242 4879

11121

12

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

12 Financial Income I (Expense) (continued)

Financial expense consists of the following (GBP)

31 March 2010 31 March 2009

Foreign exchange loss

13 Foreign Currency Position

As of 31 March 2010 the foreign currency position of the Company is as follows

31 March 2010 EURO USD TL Equivalent

Banks Trade payables Due to related

parties Advances received

(560000)

65581 (31470)

( 5900) (61950)

(604632)

99782 47882

(2544323)

Net foreign currency position (560000) (604632)

As of 31 March 2009 the foreign currency position of the Company is as follows

EURO TL Equivalent

Trade payables (13200) ( 22002) Due to related

parties (150000) (333870)

Net foreign currency position (150000)

14 Conting~l1t Assets I Liabilities

As of 31 March 2010 the ongoing Legal proceedings commenced by the Company against third parties amounts to GBP 137083 (31 March 2009 GBP 142606)

13

GMR INFRASTRUCTURE (UK) liMiTED iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

4 Trade Payables

Trade payables consist of the following (GBP)

Asta~ Turizm ilet A~ Bebek Yattlllk Denizcilik Turizm Strategic Decisions Group 6599 Other trade payables 5258

5 Due from and Due to Related Parties

Transactions and balances with shareholders consist of the following (GBP)

31 March 2010 Due to related parties

GMR Infrastructure Ltd UK 1105979 GMR Corporate Affairs Private Ltd 3916 GMR Infrastructure Overseas SL 85836

1195731

6 Prepaid Expenses Other Current Assets

Other current assets and prepaid expenses consist of the following (GBP)

31 March 2010

Deferred VAT 67760 DeductabLe VAT 9446 Prepaid taxes 1582 Advance payments 2604 Advances to personel 6274 Prepaid expenses 2468

Long term other assets consist of the following (GBP)

31 March 2010

Prepaid expenses

31 March 2009

51559 4322 9323 5835

31 March 2009

139700

139700

31 March 2009

7897 5095

921

31 March 2009

10

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

7 Tangible Assets

Tangible assets consist of the following (GBP)

31 March 2010 31 March 2009

Vehicles Furniture and fixtures Accumulated depreciation (-)

194399 78511

( 70606)

186468 12034

( 13253)

202304 185249

8 Intangible Assets

Intangible assets consist of the following (GBP)

31 March 2010 31 March 2009

Special costs Accumulated amortization (-)

134160 837 ( 28)

9 Other Payables and Deferred Income

Other short term payables expense accruals and deferred income consist of the following (GBP)

31 March 2010 31 March 2009

Deferred income 335255 Due to personnel 219202 Taxes and funds 82886 25239 Expense accruals 11848 2515 Social security premiums payable 4514 3998

99248 586209

The Company has an annual income from the consultancy services provided to Sabiha Giik~en Airport construction project 335255 GBP mentioned above consists of the deferred income between the periods as of 31 March 2009- 31 December 2009

Long term other payables consist of the following (GBP)

31 March 2010 31 March 2009

Provision for termination indemnity

11

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

10 Net Sales

Net sales consist of the following (GBP)

31 March 2010

Consultancy income 442025 Cost sharing income 688262

31 March 2009

113206

113206

It consists of consultancy service fees generated in relation to the management services rendered for Sabiha Goklten Airport project

11 General Administration Expenses

General administration expenses consist of the following (GBP)

Consultancy expenses Salaries Rent expenses Depreciation expenses Staff welfare expenses Conveyance expenses Entertainment expenses Provision for termination indemnity Other various expenses

Consultancy expenses consist of the following (GBP)

Mercados Energy Market Strategic Decisions Group GMR Infrastructure Ltd UK Accounting services Legal consultancy fees Poyry Energy (Oxford) Ltd Other consultancy fees

12 Financial Income (Expense)

Financial income consists of the following (GBP)

Interest Income Foreign exchange gain

31 March 2010

501652 849606 139639 89161

3329 17147

5463 3705

182446

1792148

31 March 2010

60586 356569 23945 11740

48812

31 March 2010

3908

31 March 2009

112343 100846 68921 13454

7508 6313 5578

31663

346626

31 March 2009

32109 32542

15444 11988 7949

31 March 2009

6242 4879

11121

12

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

12 Financial Income I (Expense) (continued)

Financial expense consists of the following (GBP)

31 March 2010 31 March 2009

Foreign exchange loss

13 Foreign Currency Position

As of 31 March 2010 the foreign currency position of the Company is as follows

31 March 2010 EURO USD TL Equivalent

Banks Trade payables Due to related

parties Advances received

(560000)

65581 (31470)

( 5900) (61950)

(604632)

99782 47882

(2544323)

Net foreign currency position (560000) (604632)

As of 31 March 2009 the foreign currency position of the Company is as follows

EURO TL Equivalent

Trade payables (13200) ( 22002) Due to related

parties (150000) (333870)

Net foreign currency position (150000)

14 Conting~l1t Assets I Liabilities

As of 31 March 2010 the ongoing Legal proceedings commenced by the Company against third parties amounts to GBP 137083 (31 March 2009 GBP 142606)

13

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

7 Tangible Assets

Tangible assets consist of the following (GBP)

31 March 2010 31 March 2009

Vehicles Furniture and fixtures Accumulated depreciation (-)

194399 78511

( 70606)

186468 12034

( 13253)

202304 185249

8 Intangible Assets

Intangible assets consist of the following (GBP)

31 March 2010 31 March 2009

Special costs Accumulated amortization (-)

134160 837 ( 28)

9 Other Payables and Deferred Income

Other short term payables expense accruals and deferred income consist of the following (GBP)

31 March 2010 31 March 2009

Deferred income 335255 Due to personnel 219202 Taxes and funds 82886 25239 Expense accruals 11848 2515 Social security premiums payable 4514 3998

99248 586209

The Company has an annual income from the consultancy services provided to Sabiha Giik~en Airport construction project 335255 GBP mentioned above consists of the deferred income between the periods as of 31 March 2009- 31 December 2009

Long term other payables consist of the following (GBP)

31 March 2010 31 March 2009

Provision for termination indemnity

11

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

10 Net Sales

Net sales consist of the following (GBP)

31 March 2010

Consultancy income 442025 Cost sharing income 688262

31 March 2009

113206

113206

It consists of consultancy service fees generated in relation to the management services rendered for Sabiha Goklten Airport project

11 General Administration Expenses

General administration expenses consist of the following (GBP)

Consultancy expenses Salaries Rent expenses Depreciation expenses Staff welfare expenses Conveyance expenses Entertainment expenses Provision for termination indemnity Other various expenses

Consultancy expenses consist of the following (GBP)

Mercados Energy Market Strategic Decisions Group GMR Infrastructure Ltd UK Accounting services Legal consultancy fees Poyry Energy (Oxford) Ltd Other consultancy fees

12 Financial Income (Expense)

Financial income consists of the following (GBP)

Interest Income Foreign exchange gain

31 March 2010

501652 849606 139639 89161

3329 17147

5463 3705

182446

1792148

31 March 2010

60586 356569 23945 11740

48812

31 March 2010

3908

31 March 2009

112343 100846 68921 13454

7508 6313 5578

31663

346626

31 March 2009

32109 32542

15444 11988 7949

31 March 2009

6242 4879

11121

12

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

12 Financial Income I (Expense) (continued)

Financial expense consists of the following (GBP)

31 March 2010 31 March 2009

Foreign exchange loss

13 Foreign Currency Position

As of 31 March 2010 the foreign currency position of the Company is as follows

31 March 2010 EURO USD TL Equivalent

Banks Trade payables Due to related

parties Advances received

(560000)

65581 (31470)

( 5900) (61950)

(604632)

99782 47882

(2544323)

Net foreign currency position (560000) (604632)

As of 31 March 2009 the foreign currency position of the Company is as follows

EURO TL Equivalent

Trade payables (13200) ( 22002) Due to related

parties (150000) (333870)

Net foreign currency position (150000)

14 Conting~l1t Assets I Liabilities

As of 31 March 2010 the ongoing Legal proceedings commenced by the Company against third parties amounts to GBP 137083 (31 March 2009 GBP 142606)

13

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

10 Net Sales

Net sales consist of the following (GBP)

31 March 2010

Consultancy income 442025 Cost sharing income 688262

31 March 2009

113206

113206

It consists of consultancy service fees generated in relation to the management services rendered for Sabiha Goklten Airport project

11 General Administration Expenses

General administration expenses consist of the following (GBP)

Consultancy expenses Salaries Rent expenses Depreciation expenses Staff welfare expenses Conveyance expenses Entertainment expenses Provision for termination indemnity Other various expenses

Consultancy expenses consist of the following (GBP)

Mercados Energy Market Strategic Decisions Group GMR Infrastructure Ltd UK Accounting services Legal consultancy fees Poyry Energy (Oxford) Ltd Other consultancy fees

12 Financial Income (Expense)

Financial income consists of the following (GBP)

Interest Income Foreign exchange gain

31 March 2010

501652 849606 139639 89161

3329 17147

5463 3705

182446

1792148

31 March 2010

60586 356569 23945 11740

48812

31 March 2010

3908

31 March 2009

112343 100846 68921 13454

7508 6313 5578

31663

346626

31 March 2009

32109 32542

15444 11988 7949

31 March 2009

6242 4879

11121

12

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

12 Financial Income I (Expense) (continued)

Financial expense consists of the following (GBP)

31 March 2010 31 March 2009

Foreign exchange loss

13 Foreign Currency Position

As of 31 March 2010 the foreign currency position of the Company is as follows

31 March 2010 EURO USD TL Equivalent

Banks Trade payables Due to related

parties Advances received

(560000)

65581 (31470)

( 5900) (61950)

(604632)

99782 47882

(2544323)

Net foreign currency position (560000) (604632)

As of 31 March 2009 the foreign currency position of the Company is as follows

EURO TL Equivalent

Trade payables (13200) ( 22002) Due to related

parties (150000) (333870)

Net foreign currency position (150000)

14 Conting~l1t Assets I Liabilities

As of 31 March 2010 the ongoing Legal proceedings commenced by the Company against third parties amounts to GBP 137083 (31 March 2009 GBP 142606)

13

GMR INFRASTRUCTURE (UK) liMiTED ~iRKETi TURKEY ISTANBUL BRANCH

Notes to the Financial Statements for the special accounting period ended 31 March 2010

12 Financial Income I (Expense) (continued)

Financial expense consists of the following (GBP)

31 March 2010 31 March 2009

Foreign exchange loss

13 Foreign Currency Position

As of 31 March 2010 the foreign currency position of the Company is as follows

31 March 2010 EURO USD TL Equivalent

Banks Trade payables Due to related

parties Advances received

(560000)

65581 (31470)

( 5900) (61950)

(604632)

99782 47882

(2544323)

Net foreign currency position (560000) (604632)

As of 31 March 2009 the foreign currency position of the Company is as follows

EURO TL Equivalent

Trade payables (13200) ( 22002) Due to related

parties (150000) (333870)

Net foreign currency position (150000)

14 Conting~l1t Assets I Liabilities

As of 31 March 2010 the ongoing Legal proceedings commenced by the Company against third parties amounts to GBP 137083 (31 March 2009 GBP 142606)

13