To the Members of Essar Ports Limited 
 
 The Directors take pleasure in presenting the Thirty-fifth Annual 
 Report of your Company together with Audited Accounts for the year 
 ended March 31, 2011. Pursuant to the provisions of Section 219 of 
 the Companies Act, 1956 and as permitted by the Securities and 
 Exchange Board of India (SEBI), the abridged annual accounts of 
 the Company are enclosed. Any member interested in obtaining a 
 copy of the unabridged accounts may write to the Company
 Secretary at the Registered Office.
 
 1.  FINANCIAL RESULTS:
 
 The summary of the standalone and consolidated financial results of
 your Company for the year ended March 31, 2011 are furnished below:
 
 The consolidated and standalone financial results for the year ended
 March 31, 2011 are presented after giving effect to the demerger of the
 shipping & logistics and oilfields drilling business effective October
 1, 2010, hence previous year figures are not comparable.
 
                                                         (Rs. crore)
 
                               Consolidated            Standalone
 
                           For the     For the     For the    For the
 Particulars                  year        year        year       Year
                             ended       ended       ended      ended
                        31.03.2011  31.03.2010  31.03.2011 31.03.2010
 
 Total Income             2,086.13    3,092.14      659.36   1,132.80
 
 Total Expenditure        1,174.10    1,985.64      378.55     705.56
 
 EBITDA                     912.03    1,106.50      280.81     427.24
 
 Less: Interest &
 Finance charges            473.76      537.35      184.07     218.69
 
 Less: Provision for
 Depreciation               320.83      446.94       59.87     119.51
 
 Profit before Tax          117.44      122.21       36.87      89.04
 
 Less: Provision for Tax    (34.60)     (27.01)      16.00      (0.96)
 
 Profit before Share of
 Minority Interest           82.84       95.20       20.87      90.00
 
 Add: Share of Minority
 Interest (loss)             12.69       (1.43)          -          -
 
 Profit after Tax            70.15       93.77       20.87      90.00
 
 2.  SCHEME OF ARRANGEMENT
 
 Your Company has successfully implemented the Scheme of Arrangement
 whereby Essar Ports & Terminals Limited and Essar International Limited
 got amalgamated with your Company and the Shipping & Logistics and
 Oilfields Drilling businesses were demerged into a separate company
 viz.  Essar Shipping Limited.
 
 The Demerger will enable your Company to focus on the Ports and
 Terminals Business which has tremendous growth and profitability
 potential and which requires focused leadership and management
 attention. The Scheme has resulted in focused business operations of
 the Company and will give the Company increased flexibility In taking
 advantage of the huge growth opportunities in the business segments it
 operates in. With the amalgamation, all the port and terminal operating
 companies have become direct subsidiaries of your Company.
 
 Pursuant to the Scheme and in order to reflect the activities carried
 on by your Company In its name, the name of your Company was changed to
 Essar Ports Limited effective May 13,2011.
 
 The authorised share capital of the Company stands reduced by an amount
 of Rs. 500,00,00,000/- to Rs. 1050,00,00,000/-.
 
 The issued, subscribed and paid up share capital of the Company stands
 reduced by an amount of Rs. 205,22,77,680/- to Rs. 410,58,60,771/-
 (includes Rs. 13,05,251/- towards forfeited shares).
 
 Every member holding shares in the Company as on the record date has
 been issued shares in the Company and Essar Shipping Limited (the
 Resulting Company).
 
 3.  DIVIDEND
 
 Your Company operates in the ports & terminals sector which is highly
 capital intensive in nature. Your Company is implementing various port
 projects through its subsidiaries at Hazira and Salaya in Gujarat and
 Paradip in Orlssa which necessitates that the resources be ploughed
 back into these projects. With a view to conserving resources for these
 requirements, your Directors have not recommended any dividend for the
 year ended March 31, 2011.
 
 
 8.  INFORMATION TECHNOLOGY
 
 Your Company has successfully implemented SAP in its financial and
 related systems. For Bulk as well as Oil Terminals, system has been
 implemented to capture end- to-end workflow covering all activities
 from pre-arrival intimations to actual departure of vessels. Expected
 berth occupancy is being plotted thereby optimising the berth
 utilisation and increasing berth efficiency. Various dashboard reports
 will be implemented in the system for Berth performance and resource
 monitoring.
 
 9.  SUBSIDIARIES:
 
 Post the Scheme of Arrangement, following are the subsidiaries of your
 Company:
 
 1.  Vadinar Oil Terminal Limited (VOTL)
 
 2.  Vadinar Ports & Terminals Limited (VPTL) (a subsidiary of VOTL)
 
 3.  Essar Bulk Terminal Limited (EBTL)
 
 4.  Essar Bulk Terminal (Salaya) Limited (EBTSL)
 
 5.  Essar Paradip Terminals Limited (EPTL)
 
 6.  Essar Bulk Terminal Paradip Limited (EBTPL)
 
 In accordance with the general circular issued by the Ministry of
 Corporate Affairs, Government of India, the Balance Sheet, Profit &
 Loss Account and other documents of the subsidiary companies are not
 being attached with the Balance Sheet of the Company. The Company will
 make available the Annual Accounts of the subsidiary companies and the
 related information to any member of the Company who may be interested
 in obtaining the same. The annual accounts of the subsidiary companies
 will also be kept for inspection at the Registered Office of the
 Company and that of the respective subsidiary companies. The
 Consolidated Financial Statements presented by the Company include the
 financial results of the subsidiary companies.
 
 10.  DIRECTORS
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr. Dilip J. Thakkar, Mr. R. N.
 Bansal and Mr. Anshuman Ruia retire at the ensuing Annual General
 Meeting of the Company and being eligible, offer themselves for
 re-appointment.
 
 Mr. N. Srinivasan, Mr. A. R. Ramakrishnan, Mr. V Ashok and Mr. S. V.
 Venkatesan have resigned from the directorship of your Company during
 the year. Your Board places on record their appreciation for the
 valuable contribution made by these Directors in the progress of the
 Company.
 
 Mr. Shailesh Sawa and Mr. K. K. Sinha have been appointed as Additional
 Directors in the wholetime employment of the Company designated as
 Director Finance and Chief Executive Officer respectively.  Mr. T S.
 Narayanasami, has been appointed as an Additional Independent Director.
 The Company has received notices from members proposing the appointment
 of Mr. Sawa, Mr. Sinha and Mr. Narayanasami as Directors of the
 Company.
 
 11.  AUDITORS
 
 Your Company''s Auditors, Messrs. Deloltte Haskins & Sells, Chartered
 Accountants, Mumbai retire at the ensuing Annual General Meeting and
 have expressed their inability to be appointed as Statutory Auditors.
 It is proposed to appoint Messrs. Deloltte Haskins & Sells, Chartered
 Accountants, Ahmedabad as the Auditors of the Company from the
 conclusion of this Annual General Meeting until the conclusion of the
 next Annual General Meeting. The Company has received a notice from a
 member proposing the name of Messrs. Deloltte Haskins & Sells,
 Ahmedabad as Statutory Auditors.
 
 12.  CORPORATE GOVERNANCE
 
 The Company has complied with the requirements under the Corporate
 Governance reporting system. The disclosures as required therein have
 been furnished in the Annexure to the Directors'' Report under the head
 Corporate Governance.
 
 13.  PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF
 PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988
 
 This does not apply to your Company as the Ports & Terminals Industry
 Is not included in the Schedule to the relevant rules.
 
 Foreign exchange earnings and outgo are summarised below:
 
 Total Foreign Exchange:
 
 (1)     Earned (including             :   Rs. 131.10 crore
 freight, charter
 hire earnings, interest
 Income, etc.)
 
 (2)     Used (Including               :   Rs. 366.44 crore
 loan repayments,
 interest, operating
 expenses, etc.)
 
 Your Company has obtained exemption from the Centra) Government under
 Section 211(4) of the Companies Act, 1956 from giving Information
 required under clauses (a), (b), (c) and (e) of Paragraph 4-D of Part
 II of Schedule VI to the Companies Act, 1956 vide Order no.
 46/60/2011-CL- III dated February 15, 2011.
 
 14.  PARTICULARS OF EMPLOYEES
 
 Information as per Section 217(2A) of the Companies
 
 Act, 1956 read with the Companies (Particulars of Employees) Rules,
 1975, as amended, is given in the Annexure forming part of this Report.
 However, as per the provisions of Section 219(1)(b)(iv) of the said
 Act, the Report and Accounts are being sent to all the shareholders of
 the Company excluding the statement of particulars of employees u/s 217
 (2A) of the said Act. Any shareholder interested in obtaining a copy of
 this statement may write to the Company Secretary for the same at the
 Registered Office of the Company.
 
 15.  STATEMENT OF DIRECTORS RESPONSIBILITIES
 
 Pursuant to the requirement of Section 217(2AA) of the Companies Act,
 1956 the Board of Directors hereby state that:
 
 a) in the preparation of the annual accounts, the applicable accounting
 standards have been followed and there have been no material
 departures;
 
 b) the Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year and of the profit or
 loss of the Company for that period;
 
 c) the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities; and
 
 d) the Directors have prepared the annual accounts on e going concern
 basis.
 
 16.  APPRECIATION AND ACKNOWLEDGEMENTS
 
 Your Directors express their sincere thanks and appreciation to all the
 employees for their commendable teamwork and contribution to the growth
 of the Company.
 
 Your Directors also thank its bankers and other business associates for
 their continued support and co-operation during the year.
 
                                       For and on behalf of the Board
 
                      RAJIV AGARWAL                  R. N. BANSAL
 
                 CEO & Managing Director               Director
 
 Mumbai
 
 July 4, 2011