1.  We have audited the attached balance sheet of GMR Infrastructure
 Limited (''the Company'') as at March 31, 2011 and also the profit and
 loss account and the cash flow statement for the year ended on that
 date annexed thereto. These financial statements are the responsibility
 of the Company''s management. Our responsibility is to express an
 opinion on these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with auditing standards
 generally accepted in India. Those standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements.  An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003 (as
 amended) issued by the Central Government of India in terms of
 sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
 in the Annexure a statement on the matters specified in paragraphs 4
 and 5 of the said Order.
 
 4.  Without qualifying our opinion, we draw attention to Note 3 of
 Schedule18 (III) in the accompanying financial statements for the year
 ended March 31, 2011 in connection with an investment of Rs.
 2,763,078,800 (including loans of Rs. 597,194,800 and investment in
 equity / preference shares of Rs. 1,926,557,130 being made by
 subsidiaries of the Company) in GMR Ambala Chandigarh Expressways
 Private Limited (GACEPL). Though GACEPL has been incurring losses since
 the commencement of commercial operations, based on management''s
 internal assessment and legal opinion obtained by the management of
 GACEPL, such investment has been carried at cost.
 
 5.  Further to our comments in the Annexure referred to above, we
 report that:
 
 i.  We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 ii. In our opinion, proper books of account as required by law have
 been kept by the Company so far as appears from our examination of
 those books;
 
 iii. The balance sheet, profit and loss account and cash flow statement
 dealt with by this report are in agreement with the books of account;
 
 iv. In our opinion, the balance sheet, profit and loss account and cash
 flow statement dealt with by this report comply with the accounting
 standards referred to in sub-section (3C) of section 211 of the
 Companies Act, 1956;
 
 v. On the basis of the written representations received from the
 directors, as on March 31, 2011, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 March 31, 2011 from being appointed as a director in terms of clause
 (g) of sub-section (1) of section 274 of the Companies Act, 1956;
 
 vi. In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts give the information
 required by the Companies Act, 1956, in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India;
 
 a.  in the case of the balance sheet, of the state of affairs of the
 Company as at March 31, 2011;
 
 b.  in the case of the profit and loss account, of the profit for the
 year ended on that date; and
 
 c.  in the case of cash flow statement, of the cash flows for the year
 ended on that date.
 
 Annexure to Auditors'' Report
 
 Annexure referred to in paragraph 3 of our report of even date Re: GMR
 Infrastructure Limited (''the Company'')
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) All fixed assets have not been physically verified by the
 management during the year but there is a regular programme of
 verification which, in our opinion, is reasonable having regard to the
 size of the Company and the nature of its assets.  No material
 discrepancies were noticed on such verification.
 
 (c) There was no disposal of a substantial part of fixed assets during
 the year.
 
 (ii) (a) The inventory has been physically verified by the management
 during the year. In our opinion, the frequency of verification is
 reasonable.
 
 (b) The procedures of physical verification of inventory followed by
 the management are reasonable and adequate in relation to the size of
 the Company and the nature of its business.
 
 (c) The Company is maintaining proper records of inventory.
 Discrepancies noted on physical verification of inventories were not
 material, and have been properly dealt with in the books of account.
 
 (iii) (a) The Company has granted unsecured loans and unsecured
 debentures to six subsidiary Companies covered in the register
 maintained under section 301 of the Companies Act, 1956. The maximum
 amount involved during the year (excluding interest) was Rs.
 16,000,000,000 and the year-end balance of loans/debentures granted
 (excluding interest) to such parties was Rs. 15,706,500,000.
 
 (b) In our opinion and according to the information and explanations
 given to us and considering the economic interest of the Company in
 these subsidiary companies, the rate of interest and other terms and
 conditions for such loans/debentures are not prima facie prejudicial to
 the interest of the Company.
 
 (c) In respect of loans/debentures granted, repayment of the principal
 amount is as stipulated and payment of interest is as per the terms of
 the contract.
 
 (d) There is no overdue amount of loans/debentures granted to
 companies, firms or other parties listed in the register maintained
 under section 301 of the Companies Act, 1956.
 
 (e) According to the information and explanations given to us, the
 Company has not taken any loans, secured or unsecured, from companies,
 firms or other parties covered in the register maintained under section
 301 of the Companies Act, 1956.  Accordingly, the provisions of clause
 4(iii)(e) to (g) of the Order are not applicable to the Company and
 hence not commented upon.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business, for the
 purchase of inventory and fixed assets and for the sale of services.
 During the course of our audit, we have not observed any major weakness
 or continuing failure to correct any major weakness in the internal
 control system of the Company in respect of these areas.
 
 (v) (a) According to the information and explanations provided by the
 management, we are of the opinion that the particulars of contracts or
 arrangements referred to in section 301 of the Companies Act, 1956 that
 need to be entered into the register maintained under section 301 have
 been so entered.
 
 (b) In respect of transactions made in pursuance of such contracts or
 arrangements and exceeding the value of Rupees five lakhs entered into
 during the financial year, because of the unique and specialized nature
 of the items involved and absence of any comparable prices, we are
 unable to comment whether the transactions were made at prevailing
 market prices at the relevant time.
 
 (vi) The Company has not accepted any deposits from the public within
 the meaning of Section 58A and 58AA of the Companies Act, 1956 and the
 rules framed thereunder.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) To the best of our knowledge and as explained, the Central
 Government has not prescribed the maintenance of cost records under
 clause (d) of sub-section (1) of section 209 of the Companies Act,
 1956, for the products of the Company.
 
 (ix) (a) Undisputed statutory dues including provident fund, investor
 education and protection fund, income- tax, sales-tax, wealth-tax,
 service tax, customs duty, excise duty, cess and other material
 statutory dues have generally been regularly deposited with the
 appropriate authorities except for professional tax where there have
 been delays in certain cases. The provisions relating to employees''
 state insurance are not applicable to the Company.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under section 441 A of the Companies Act, 1956,
 we are not in a position to comment upon the regularity or otherwise of
 the Company in depositing the same.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, income-tax, wealth-tax, service tax,
 sales-tax, customs duty, excise duty cess and other material statutory
 dues were outstanding, at the year end, for a period of more than six
 months from the date they became payable.
 
 (c) According to the information and explanations given to us, there
 are no dues of income tax, sales- tax, wealth tax, service tax, customs
 duty, excise duty and cess which have not been deposited on account of
 any dispute.
 
 (x) The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current and immediately
 preceding financial year.
 
 (xi) Based on our audit procedures and as per the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to a financial
 institution, bank or debenture holders.
 
 (xii) According to the information and explanations given to us and
 based on the documents and records produced before us, the Company has
 not granted loans and advances on the basis of security by way of
 pledge of shares, debentures and other securities.
 
 (xiii) In our opinion, the Company is not a chit fund or a nidhi/
 mutual benefit fund/ society. Therefore, the provisions of clause
 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended)
 are not applicable to the Company.
 
 (xiv) In our opinion, the Company is not dealing in or trading in
 shares, securities, debentures and other investments. Accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order,
 2003 (as amended) are not applicable to the Company.
 
 (xv) According to the information and explanations given to us, the
 Company has given guarantee for loans taken by others from banks or
 financial institutions, the terms and conditions whereof, in our
 opinion, are not prima-facie prejudicial to the interest of the
 Company.
 
 (xvi) Based on the information and explanations given to us by the
 management, term loans were applied for the purpose for which the loans
 were obtained.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we report
 that no funds raised on short-term basis have been used for long-term
 investment.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties or companies covered in the register maintained under
 section 301 of the Companies Act, 1956.
 
 (xix) The Company has unsecured debentures outstanding during the year,
 on which no security or charge is required to be created.
 
 (xx) The Company has not raised any money through public issue during
 the year. Accordingly, the provisions of clause 4(xx) of the Order are
 not applicable to the Company.
 
 (xxi) Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as per
 the information and explanations given by the management, we report
 that no fraud on or by the Company has been noticed or reported during
 the year.
 
 
 For S.R. BATLIBOI & ASSOCIATES 
 
 Firm registration number: 101049W
 
 Chartered Accountants
 
 per Sunil Bhumralkar
 
 Partner
 
 Membership No.: 35141
 
 Place : Bengaluru
 
 Date : May 30, 2011