Dear Shareholders,
 
 The Directors have pleasure in presenting the 15th Annual Report
 together with the audited accounts of your Company for the year ended
 March 31, 2011.
 
 Financial Results
 
 You are aware that your Company has a unique business model. Your
 Company, as a holding company, operates in four different business
 sectors - Energy, Airports, Highways and Urban Infrastructure through
 various subsidiaries and associate companies. Your Company in the
 previous year commenced the Engineering, Procurement and Construction
 (EPC) business as a separate operating division which mainly caters to
 the requirements for implementing the projects undertaken by the
 subsidiaries. During the year, your Company through its subsidiaries
 took over the Male International Airport in Maldives and has started
 the operations and development of the Airport.
 
 The Company''s revenue, expenditure and results of operations are
 presented through consolidated financial statements and the details
 given below show both the consolidated and standalone financial
 results.
 
 Presented below are the consolidated financial results of your Company:
 
                                                      (Rs. in Crore)
 
                                                March 31,    March 31, 
 Particulars                                        2011         2010
 
 Gross revenue                                  6,425.04     5,123.42
 
 Fee paid to Airports Authority                   651.26       556.91
 of India
 
 Net Revenue                                    5,773.78     4,566.51
 
 Operating and administrative                   4,218.29     3,202.20 
 expenditure
 
 EBITDA                                         1,555.49     1,364.31
 
 Other Income                                     311.30       291.34
 
 Interest and Finance Charges                   1,230.06       850.28
 
 Depreciation / Amortisation                      860.92       612.24
 
 Exceptional Items :
 
 Provision for diminution of                     (938.91)           -
 investment
 
 Amounts written off in earlier                   140.33            -
 years written back
 
 Provisions for taxation
 (including deferred tax and MAT                   23.90       (32.21)
 Credit entitlement)
 
 (Loss)/Profit after tax and before
 minority interest and share of                (1,046.67)      225.34
 Profits / (Losses) of associates
 (PAT)
 
 Share of Profit / (Losses)                        (3.46)      (21.58)
 of Associates
 
 Minority Interest –                              120.49       (45.36)
 (Profits) / Losses
 
 (Loss)/Profit after tax after
 Minority interest and share of                  (929.64)      158.40
 profit / (loss) of associates
 
 Surplus brought forward from                     914.12       778.36
 previous year
 
 Profit / (Loss) available for                    (15.52)      936.76
 appropriation
 
 Appropriations / Adjustments                     (43.29)       22.64
 
 Available (Deficit)/Surplus carried              (58.81)      914.12
 to balance sheet
 
 Earnings per share (Rs.)
 (Face value of Re. 1/- each)                      (2.40)        0.43
 - Basic and Diluted
 
 Consolidated gross revenue grew by 25.41 % from Rs. 5,123.42 Crore to
 Rs. 6,425.04 Crore and net revenue by 26.44 % from Rs. 4,566.51 Crore
 to Rs. 5,773.78 Crore.  Airport, Energy, Highways, EPC and other
 segments contributed Rs. 3,021.52 Crore (47.03 %), Rs. 2,185.84 Crore
 (34.02 %), Rs. 390.25 Crore (6.07 %), Rs. 515.26 Crore (8.02 %) and Rs.
 312.17 Crore (4.86 %) respectively to the gross revenue.
 
 EBITDA has grown by 14.01 % as compared to the previous year from Rs.
 1,364.31 Crore to Rs. 1,555.49 Crore. PAT has gone down from Rs. 225.34
 Crore to a negative PAT of Rs. (1,046.67) Crore mainly due to provision
 for diminution of investment, higher depreciation and interest charges.
 Most of the projects are in their initial phase of operations wherein
 the capacity costs tend to be higher and revenue optimization is yet to
 accrue.
 
 The negative PAT for the year was primarily on account of exceptional,
 one time and non-recurring loss of Rs. 938.91 Crore from the divestment
 of InterGen N.V. Of this loss, Rs.366 Crore was due to the reversal of
 incomes (success fee, interest on debentures invested for the
 acquisition of InterGen N.V., asset management fee) earlier accounted.
 
 Presented below are the standalone financial results of your Company:
 
                                                   (Rs. in Crore)
 
                                             March 31,     March 31, 
 Particulars                                     2011          2010
 
 Gross revenue                                 727.40        169.36
 
 Operating and administrative                  487.84         95.09
 expenditure
 
 EBITDA                                        239.56         74.27
 
 Other Income                                    5.46          9.42
 
 Interest and finance charges                  174.14         69.11
 
 Depreciation                                    4.91          0.94
 
 Profit before tax                              65.97         13.64
 
 Provisions for taxation (including              7.09          0.19 
 deferred tax and fringe
 benefit tax)
 
 Profit after tax                               58.88         13.45
 
 Surplus brought forward from                  277.48        251.04
 previous year
 
 Amount available for                          336.36        264.49
 appropriation
 
 Appropriations
 
 Debenture redemption reserve                   37.73        (12.99)
 
 Surplus carried to balance sheet              298.63        277.48
 
 Earnings per share (Rs.)                        0.15          0.04
 - Basic and Diluted
 
 The gross revenue of your Company on standalone basis has gone up by
 329.50 % from Rs. 169.36 Crore to Rs. 727.40 Crore primarily due to
 increased revenue from EPC segment of Rs. 439.01 Crore. The increase in
 operating and administrative expenditure from Rs. 95.09 Crore to Rs.
 487.84 Crore is mainly due to operating expenses of construction
 division. Increase in interest expenditure from Rs. 69.11 Crore to
 Rs.174.14 Crore is on account of interest on borrowings made during the
 year to meet the increased requirement of funds for investments.
 
 Dividend
 
 Your Company''s strength lies in identification, planning, execution and
 successful implementation of the projects in the infrastructure space.
 To strengthen the long-term prospects and ensuring sustainable growth
 in assets and revenue, it is important for your Company to evaluate
 various opportunities in the different business verticals in which your
 Company operates. Your Company currently has several projects under
 implementation and continues to explore newer opportunities, both
 domestic and international.
 
 Your Board of Directors considers this to be in the strategic interest
 of the Company and believes that this will greatly enhance the long
 term shareholders'' value. In order to fund these projects in their
 development, expansion and implementation stages, conservation of funds
 is of vital importance. Therefore, your Directors have not recommended
 any dividend for the financial year 2010-11.
 
 Subsidiary companies
 
 As a purposeful strategy, your Company carries its business operations
 through several subsidiary and associate companies which are formed
 either directly or as step-down subsidiaries or in certain cases by
 acquisition of a majority stake in existing enterprises, mainly due to
 the requirement of concession agreements. As on March 31, 2011, your
 Company had 121 subsidiary companies apart from other joint ventures /
 associate companies. The complete list of subsidiary companies as on
 March 31, 2011 is provided as Annexure ''A'' to this report.
 
 Review of Operations/Projects of Subsidiary Companies
 
 The detailed review of operations of each subsidiary''s business is
 presented in the respective company''s Directors'' Report; a brief
 overview of the major developments thereof is presented below. Further,
 the Management Discussion and Analysis, forming part of the Report,
 also brings out a brief review of the business operations of various
 subsidiaries and associates.
 
 Airport Sector
 
 Airports business of your Company consists of two operating airports in
 India at New Delhi and Hyderabad and two airports abroad at Istanbul in
 Turkey and Male in Maldives.  Significant developments in these assets
 during the year are briefly presented below:
 
 Delhi International Airport Private Limited (DIAL)
 
 DIAL, a Joint Venture (JV) between GMR Group (54%), Airports Authority
 of India (AAI) (26%), Fraport AG Frankfurt Airport Services Worldwide
 (Fraport) (10%) and Malaysia Airports Holdings Berhad (MAHB) (10%) has
 entered into a long-term agreement to operate, manage and develop the
 Indira Gandhi International Airport (IGIA), New Delhi.
 
 DIAL achieved an important milestone of successful delivery of new
 integrated terminal, T3 at IGIA, New Delhi in time for the Commonwealth
 Games as per schedule and commencement of T3 commercial operation
 without any major glitches.
 
 The other significant developments during the current year are:
 
 -Opened Transit Hotel with 40 rooms for domestic and 60 rooms for
 international passengers;
 
 - On the Airlines marketing front, 5 new airlines have started
 operations during 2010-11.
 
 DIAL recorded passenger traffic of 29.94 million in 2010-11, which is
 an overall growth of 14.7 % over the previous year.  Cargo volume has
 touched 600,000 tonnes (MT) for the year 2010-11, an overall growth of
 20 % over the previous year.
 
 Indira Gandhi International Airport in the year 2010 has been conferred
 with the following accolades:
 
 - Rated for the second consecutive year as the 4th Best Airport in the
 World in the category of airports handling 15-25 million passenger per
 annum;
 
 - T3 of Indira Gandhi International Airport is the first airport in the
 world to be awarded the Leadership in Energy and Environmental Design
 (LEED) NC Gold rating;
 
 - Best International Project by British Construction Industry Award
 (BCIA) for the best International Project among 180 International
 Projects;
 
 - Best Infrastructure Award and PPP Project of the Year - KPMG
 Infrastructure Awards 2010.
 
 GMR Hyderabad International Airport Limited (GHIAL)
 
 GMR Hyderabad International Airport Limited (GHIAL) is a joint venture
 company promoted by the GMR Group (63%) in partnership with the
 Airports Authority of India (AAI) (13%), Government of Andhra Pradesh
 (13%) and Malaysia Airports Holdings Berhad (MAHB) (11%). GHIAL has set
 up India''s first Greenfield Airport, Rajiv Gandhi International Airport
 (RGIA) at Shamsabad, Hyderabad.
 
 The key highlights for the current year are:
 
 - RGIA was declared world''s no.1 airport for the second consecutive
 year in the 5-15 million passenger category by Airport Council
 International (ACI) with Airport Service Quality overall score of 4.51
 on a scale of 1 - 5. It also won ''Best Airport in India'' National
 Tourism Award 2009-10 by Ministry of Tourism, Government of India;
 
 - Approval received in November, 2010 for hike in User Development Fee
 (UDF);
 
 - Airline Marketing''s efforts aimed at establishing Hyderabad Airport
 as South and Central India''s gateway and hub of choice have resulted in
 additional routes and schedules. An agreement has been signed with
 Spice Jet to improve and strengthen regional connectivity out of
 Hyderabad. Similarly, MOU was signed with Lufthansa Cargo AG (LCAG) for
 making Hyderabad as Pharma Hub for LCAG and joint marketing of the
 facility;
 
 - MAS-GMR MRO (Maintenance, Repair and Overhauling) achieved Financial
 Closure during the year;
 
 - Hyderabad Duty-Free (fully owned subsidiary of GHIAL) operations
 started during July, 2010. Pharma Zone operations at the Cargo terminal
 commenced from January 1, 2011.
 
 In the Financial Year 2010-11, GHIAL recorded a passenger traffic of
 7.63 million, a growth of 17.6% over the previous year, with
 international traffic growing by 11% and domestic traffic growing by
 20%. Similarly cargo traffic grew by about 22.89% over the previous
 year reaching a volume of 80,777 tonnes (MT).
 
 Istanbul Sabiha Gokcen International Airport (ISGIA)
 
 Your Company owns 40 % of Istanbul Sabiha Gokcen Uluslararasi
 Havalimani Yatirim Yapim ve Isletme A.S., the company which is
 operating ISGIA through a BOT agreement for 20 years (extended by an
 additional 2 years). Other shareholders of ISGIA are Limak Holdings of
 Turkey with 40 % and Malaysia Airports Holdings Berhad (MAHB) with 20 %
 stake. The Consortium took over the operations as of May 2008 and has
 successfully inaugurated the new integrated passenger terminal with a
 capacity of 25 million passengers on October 31, 2009.
 
 Important highlights for the year are:
 
 - ISGIA was selected as the Best Airport at the World Low Cost Airlines
 Awards on September 29, 2010 in London.  The award was given post
 nomination and voting by 38 international airlines;
 
 - The declared airside capacity of ISGIA has increased to 32 Air
 Traffic Movement (ATM)/ hour from the previous 28 ATM/ hour by building
 a perimeter road around the airport to reduce runway crossings;
 
 - 16 new airlines started flights out of ISGIA during the year;
 
 - The prestigious journal called Risk Management Monitor named ISGIA to
 be amongst the 5 safest places on earth with its unique earthquake
 ready infrastructure;
 
 - ISGIA closed the Calendar Year 2010 with 11.6 million passengers,
 which corresponds to a 75 % growth compared to the previous year. It
 continues to rank among the fastest growing airports in the world.
 
 GMR Male International Airport Private Limited
 
 (GMIAL)
 
 GMIAL is a Brownfield airport in Male, capital city of Maldives through
 a partnership between GMR Group (77 %) and Malaysia Airports Holdings
 Berhad (MAHB) (23 %). The bid was won through an international bid
 process run by International Finance Corporation (IFC) amidst stiff
 competition.
 
 The Concession agreement was signed on June 28, 2010 by the Company.
 The key highlights are:
 
 - Took over the operations of airport on November 25, 2010 - 4 months
 ahead of schedule;
 
 - Traffic has grown over 10 % in the months of operation compared to
 same months last year;
 
 - Rolled out Terminal improvement plan and service quality improvement
 initiatives to improve service levels.
 
 Energy Sector
 
 The year under review was a significant year for the Energy Sector of
 your Company which now has 3 operating assets and 13 projects under
 different stages of construction or development.
 
 New Initiatives
 
 - Your Company has made a foray into transmission sector winning two
 projects in Rajasthan;
 
 - Your Company has also made a foray into renewable energy undertaking
 a 25 MW solar project in Gujarat which is expected to be completed in
 the Financial Year 2011-12; and
 
 - A 2.1 MW Wind Turbine is being set up in Gujarat which is likely to
 be commissioned by July 2011.
 
 Operating Assets update
 
 - Successfully commissioned GMR Energy Limited barge on combined cycle
 at Kakinada;
 
 - GMR Vemagiri power plant won the prestigious National Energy
 Conservation award on December 14, 2010 in recognition of its energy
 conservation measures;
 
 - Social Accountability - 8000 system was implemented, with initial
 audit conducted by Det Norske Veritas (DNV) and certification was
 obtained for the Chennai Power Plant;
 
 - GMR Power Corporation Limited (GPCL) also obtained favorable decision
 from Appellate Tribunal on commercial issues with Tamil Nadu
 Electricity Board (TNEB).
 
 Projects update
 
 - The construction activities are in advanced stages in 3 thermal
 projects (Rajahmundry, Kamalanga and EMCO), which are due to start
 commercial operations in the calendar year 2012;
 
 - Achieved financial closure of the 768 MW Rajahmundry and 1370 MW
 Chhattisgarh Energy Projects;
 
 - Approval of the Kamalanga Project expansion by one unit of 350 MW;
 EPC contract has been awarded for the same;
 
 - Significant progress in development of the coal mines in Indonesia
 which is expected to start production during Financial Year 2011-12;
 
 - EPC contract placed on consortium of Siemens – Samsung for Island
 Power Plant at Singapore;
 
 - Environmental Clearance obtained and Implementation Agreement signed
 with Government of Himachal Pradesh for Bajoli Holi Project;
 
 - Your Company increased its investment to a majority stake in Homeland
 Energy Group (HEG) towards its long term strategy for fuel security.
 The management team of HEG has been strengthened to ensure profitable
 operations.
 
 Your Company is on track to implement several other projects which are
 under different stages of construction and development. These projects
 are coal based 1370 MW SJK Powergen project and the hydroelectric power
 projects - (i) 300 MW Alaknanda power project on the Alaknanda River in
 the State of Uttarakhand, (ii) 160 MW Talong power project in East
 Kameng district in the State of Arunachal Pradesh, (iii) 600 MW Upper
 Marsyangdi power project in Nepal; and (iv) 900 MW Upper Karnali power
 project in Nepal.
 
 Highways
 
 Your Company operates the following six highways across India measuring
 a total length of around 1684 lane kms:
 
 Three Annuity based highways:
 
 - Tuni - Anakapalli;
 
 - Tambaram - Tindivanam;
 
 - Adloor Yellareddy - Gundla Pochanpalli.
 
 Three Toll based highways:
 
 - Ambala - Chandigarh;
 
 - Thondapalli – Jadcherla;
 
 - Tindivanam - Ulundurpet.
 
 During the financial year under review, your Company has been
 successful in achieving financial closure of the three new projects in
 the Highways Sector and has made significant progress in the execution
 of these projects. These are:
 
 - The 1090 lane km Hyderabad - Vijayawada toll project;
 
 - The 178 lane km Chennai Outer Ring Road annuity project;
 
 - The 376 lane km Hungund – Hospet toll project.
 
 Urban Infrastructure
 
 Your Company is developing SEZs in Krishnagiri and Kakinada and two
 Aerotropolis around the Delhi and Hyderabad Airports as part of this
 sector. The major developments are:
 
 Krishnagiri and Kakinada SEZ
 
 Pursuant to a memorandum of understanding entered into with the State
 of Tamil Nadu, SEZ is being developed in Krishnagiri district in the
 State of Tamil Nadu, through a joint venture with Tamil Nadu Industrial
 Development Corporation. The Krishnagiri SEZ is expected to cater to
 biotechnology, information technology, traditional electronics and
 engineering sectors.
 
 The Krishnagiri SEZ is planned to be spread over 3,000 acres, major
 portion of which has already been acquired.  Commercial operation of
 this SEZ is expected to commence in 2014.
 
 Your Company has acquired a majority stake in Kakinada SEZ Private
 Limited and is developing the area as a Special Investment Region.
 Conceptual Master plans have been developed through reputed
 international consultants.
 
 Aerotropolis Development
 
 Your Company is developing airport cities around the Delhi and
 Hyderabad Airports to match world class standards. The Delhi Airport
 Aerocity is in its first phase of development, which may ultimately
 cover up to 5% of the 5,100 acres of the land area of Delhi Airport.
 The hospitality district is envisaged to be developed in the first
 phase of property development to bring in leading national and
 international brands of hotels. A total of 45 acres of land divided
 into 14 asset areas has been leased out. 7 asset areas (21.8 acres)
 were awarded to successful bidders in 2008-09 during the first round of
 bidding and the remaining 7 assets were successfully awarded during
 2009-10. The second phase development is expected to start in Financial
 Year 2011-12.  Delhi Airport Express Metro services commenced
 operations during the year under review. Infrastructure development
 activities for the hospitality district will be completed and some of
 the hotels will start functioning during Financial Year 2011-12.
 
 The Hyderabad Aerotropolis is envisaged on 1,000 acres of commercial
 land around the Hyderabad Airport. Your Company has plans to develop
 the Hyderabad Aerotropolis on a theme based development. The Company
 employed reputed international consultants and has completed the Master
 planning of the Aerotropolis development. Several themes have been
 identified and feasibility established for some of them and these are
 in advanced stage of planning.  Financial closure and construction is
 likely to happen during Financial Year 2011-12. The airport based
 hotel, Hyderabad Airport Novotel has improved its operations
 substantially as compared to the previous years.
 
 Aviation Business
 
 The Group''s Corporate Aviation business consists of chartering business
 jets both to the Group companies as well as to third parties. It is
 presently focusing on external charter growth to reduce dependence on
 the group for its financing needs. The Company''s wholly owned
 subsidiary, GMR Aviation Private Limited (GAPL) has a young fleet
 comprising of short-haul and long-haul planes and helicopters with
 experienced crew and operational staff. The fleet includes Falcon and
 Hawker aircraft and Bell helicopter. During the year, GAPL has procured
 one Bell 412 twin engine helicopter and the same is being actively
 utilized for external charters.
 
 InterGen N.V.
 
 Your Company, through its step-down subsidiary, GMR Energy Global
 Limited (GEGL), had entered into necessary arrangements to acquire 50%
 economic stake in InterGen N.V. In this regard it had subscribed to the
 Compulsory Convertible Debentures (CCDs) issued for this purpose, by a
 fellow subsidiary, GMR Holding (Malta) Limited (GHML), a step down
 subsidiary of GMR Holdings Private Limited, the Company''s Holding
 Company. The said fellow subsidiary, GHML, had acquired the 50% stake
 in InterGen N.V. through its step down subsidiary GMR Infrastructure
 (Malta) Limited (GIML) for USD 1,135 million through a mix of external
 borrowings of USD 1,107 million (under the guarantees extended by your
 Company) and the balance was funded through CCDs as above. Your Company
 has extended further funding support to GHML by subscribing to
 additional CCDs to meet the interest, transaction / carrying costs.
 
 Due to the changed economic environment in overseas markets and the
 group''s intention of renewed focus in developing large energy assets
 within India for which opportunities are opening up due to sustained
 economic growth of India fuelling huge demand for power, during the
 year ended March 31, 2011, GIML was advised to sell the investment in
 InterGen N.V. Accordingly, GIML entered into an agreement with Overseas
 International Inc. Limited, an associate of China Huaneng Group to sell
 the investment in InterGen N.V. for USD 1,232 million.
 
 On consummation of the transaction during April 2011, after due
 regulatory approvals, GHML has repaid the loans availed from the banks
 in full but could repay the CCDs in part only after meeting the
 interest, transaction / carrying costs. Thus GEGL has recorded a one
 time loss of Rs. 938.91 Crore, which is disclosed as an exceptional
 item in the consolidated financial results.
 
 Though the divestment of InterGen N.V. has resulted in a one time and
 non-recurring loss of Rs. 938.91 Crore, it has released an equity
 capital of Rs.958 Crore that would enable the Company to reinforce its
 focus and deploy resources on more profitable Assets.
 
 Risk Management
 
 As an enterprise with presence in different segments of Infrastructure
 industry, your Company is exposed to a number of risks, having
 potential to impact the businesses in varying measures. Your Company
 realizes that it is imperative to identify and address these risks and
 leverage opportunities in order to achieve the objectives that it has
 set for itself.
 
 During the year, your Company revised the risk management framework in
 line with ISO 31000 in order to bring it in line with current
 Enterprise Risk Management (ERM) best practices and effectively address
 the emerging challenges in a dynamic business environment.
 
 Significant developments during the year include:
 
 - Revised ERM Framework deployed across all Key Business Sectors;
 
 - Top risks at the Group, Sector and Business Unit level are being
 profiled for treatment and regular monitoring of risks;
 
 - Awareness of risks among employees being improved through Risk
 Newsletters, regular updates on risks and training programmes;
 
 - Development of a Bid / Opportunity screening framework with detailed
 parameters;
 
 - Extended the scope of ERM to build resilience through Business
 Continuity Planning (BCP) and Disaster Recovery Planning (DRP).
 
 The output of ERM process in the form of identified top risks served as
 a critical input for the Company''s Strategic / Annual Operating
 planning exercise.
 
 The ERM Team presents to the Management and the Audit Committee of the
 Board, the risk assessment and minimization procedures adopted to
 assess the reliability of the risk management structure and efficiency
 of the process.
 
 A detailed note on risks and concerns affecting the businesses of your
 Company is provided in Management Discussion and Analysis.
 
 Developments in Human Resources and Organisation Development
 
 Your Company has robust process of human resources development which is
 described in detail in Management Discussion and Analysis under the
 heading Developments in Human Resources and Organisation Development
 at GMR Group.
 
 Consolidated financial statements
 
 As per Section 212 of the Companies Act, 1956, the Company is required
 to attach the Directors'' Report, Balance Sheet and Profit and Loss
 account of its subsidiary companies to its Annual Report. The Ministry
 of Corporate Affairs (MCA), Government of India vide its Circular No.2
 / 2011 dated February 8, 2011 has provided an exemption to the
 companies from complying with section 212,
 
 provided such companies publish the audited consolidated financial
 statements in the Annual Report. Accordingly, the Annual Report 2010-11
 does not contain the reports and other statements of the subsidiary
 companies. The annual audited accounts and related detailed information
 of the subsidiary companies will be available to the investors of the
 Company upon request. These documents will also be available for
 inspection during business hours at the registered office of the
 Company.
 
 The statement pursuant to the aforesaid circular of the MCA about
 financial information of each subsidiary containing details of (a)
 capital (b) reserves (c) total assets (d) total liabilities (e) details
 of investment (except in case of investment in the subsidiaries) (f)
 turnover (g) profit before taxation (h) provision for taxation (i)
 profit after taxation (j) proposed dividend are provided as Annexure
 ''B'' to this report. However, the financial statements of GMR Corporate
 Centre Limited (GCCL) are not consolidated, since GCCL is a guarantee
 company having no share capital and commercial operations.
 
 As required by Accounting Standard - 21 and Listing Agreement with the
 Stock Exchanges, the audited consolidated financial statements of your
 Company and its subsidiaries are attached.
 
 Changes in Share capital
 
 As you are aware, during the year under review your Company completed
 issue of 225,080,390 equity shares of Re.1 each at a price of Rs.62.20
 per equity share, including premium of Rs.61.20 per equity share,
 aggregating to Rs.1,400 Crore to Qualified Institutional Buyers (QIBs)
 as per Chapter VIII of SEBI (Issue of Capital and Disclosure
 Requirement) Regulations, 2009, through the Qualified Institutional
 Placement (QIP). The QIP opened for subscription to QIBs on April 15,
 2010 and closed on April 19, 2010. The entire money amounting to
 Rs.1,400 Crore was received and allotment of shares was made on April
 21, 2010. Consequent to this allotment, the listed equity share capital
 has increased from Rs. 3,667,354,392 to Rs. 3,892,434,782.
 
 The Company has paid the listing fees payable to the BSE and the NSE
 for the Financial Year 2011-12.
 
 Directors
 
 Mr. O. Bangaru Raju, Mr. R. S. S. L. N. Bhaskarudu, Dr. Prakash G Apte
 and Mr. Kiran Kumar Grandhi, Directors, retire by rotation at the
 ensuing Annual General Meeting and being eligible, offer themselves for
 reappointment. The Board recommends their reappointment for your
 approval.  The profiles of the above Directors are given under the
 section Board of Directors in the Report of Corporate Governance
 attached to the Annual Report.
 
 Group
 
 Pursuant to intimation from the Promoters, the names of the Promoters
 and entities comprising ''Group'' are disclosed in the Annual Report for
 the purpose of SEBI (Substantial Acquisition of Shares and Takeovers)
 Regulations, 1997.
 
 Directors'' responsibility statement
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, with respect to Directors'' responsibility statement, it is
 hereby confirmed:
 
 1.  That in the preparation of the annual accounts for the year ended
 March 31, 2011, the applicable Accounting Standards have been followed
 and proper explanations were provided for material departures, if any;
 
 2.  That 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 as at the end of the financial year and of
 the profit of the Company for the year;
 
 3.  That the Directors have taken proper and sufficient care for
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 4.  That the Directors have prepared the accounts for the financial
 year ended March 31, 2011, on a going concern basis.
 
 Corporate Governance
 
 Your Company continuously works at improving its governance practices
 and processes. Your Company strives to ensure that the best practices
 are identified, adopted and followed and has also developed a framework
 for corporate governance and a roadmap for forward thinking corporate
 governance practices.
 
 A detailed report on Corporate Governance practices followed by your
 Company, in terms of Clause 49 (VI) of the Listing agreement with Stock
 Exchanges, is provided separately in this Annual Report.
 
 Secretarial Audit
 
 As per SEBI requirement, Reconciliation of Share Capital Audit is being
 carried out at specific periodicity by a Practicing Company Secretary.
 The findings of the audit have been satisfactory.
 
 In addition, Secretarial audit was carried out voluntarily for ensuring
 transparent, ethical and responsible governance processes and also
 proper compliance mechanisms in the Company. M/s. V. Sreedharan &
 Associates, Company Secretaries, conducted Secretarial Audit of the
 Company and a Secretarial Audit Report for the Financial Year ended
 March 31, 2011, is provided in the Annual Report.
 
 Awards and Recognitions
 
 During the period under review, your Company and its subsidiaries /
 associates have received the following awards / recognitions:
 
 - Indira Gandhi International Airport (IGIA), New Delhi has been ranked
 12th out of 154 participant Airports in overall category based on
 Airport Service Quality (ASQ) score and selected for Airport Council
 International (ACI) Director General''s Recognition Award;
 
 - Award for Airport with Most New ''Non – Regional'' Routes for IGIA;
 
 - Greentech Gold Award for Environmental Excellence in Infrastructure
 Sector for the year 2010 for IGIA; and
 
 - Rajiv Gandhi International Airport (RGIA), Hyderabad was adjudged
 world''s no.1 airport for second consecutive year in 5 -15 million
 passenger category by ACI.
 
 Management Discussion and Analysis (MDA)
 
 The MDA, forming part of this report, as required under Clause
 49(IV)(F) of the Listing Agreement with the stock exchanges is attached
 separately in this Annual Report.
 
 Auditors and Auditors'' Report
 
 M/s. S.R. Batliboi & Associates, Chartered Accountants, the statutory
 auditors of the Company, retire at the conclusion of the ensuing Annual
 General Meeting of the Company. They have offered themselves for
 re-appointment as statutory auditors and have confirmed that their
 appointment, if made, will be within the prescribed limits under
 Section 224 (1B) of the Companies Act, 1956.
 
 The Notes to Accounts forming part of the financial statements are
 self-explanatory and need no further explanation. There are no
 qualifications or adverse remarks in the auditors'' report which require
 any clarification or explanation.
 
 Corporate Social Responsibility (CSR)
 
 With a belief that corporates have a special and continuing
 responsibility towards social development, GMR Group is undertaking CSR
 activities on a significant scale through GMR Varalakshmi Foundation
 (GMRVF). The Vision of GMR Group''s CSR activities is to make
 sustainable impact on the human development of under-served communities
 through initiatives in Education, Health and Livelihoods. Towards this,
 GMRVF works with the communities neighbouring GMR Group''s businesses
 for their economic and social development thus making them to grow
 along with the business. Currently, Foundation is working in about 190
 villages / urban communities across 22 locations including two in
 Nepal. The locations in India are spread across different states namely
 Andhra Pradesh, Arunachal Pradesh, Chhattisgarh, New Delhi, Himachal
 Pradesh, Karnataka, Madhya Pradesh, Maharashtra, Odisha, Punjab, Tamil
 Nadu and Uttarakhand. The activities of GMRVF under its various thrust
 areas are covered elsewhere in the Annual Report.
 
 Environmental Protection and Sustainability
 
 Your Company believes in integrating strong Environmental Management
 practices into its industrial enterprises across all processes. Several
 unique schemes have been implemented to prevent pollution and conserve
 natural resources to achieve sustainable development.
 
 All the operating units are in compliance with environmental
 regulations. Hazardous wastes are being disposed through Pollution
 Control Board authorized agencies. Continuous Ambient Monitoring
 systems have been set up at appropriate locations in and around the
 plants and the Environmental performance indicators like Stack
 emissions, ambient air quality, etc are maintained well within the
 stipulated norms.
 
 Vemagiri and Chennai units are certified with OHSAS 18001, ISO 14001
 and ISO 9001. At Chennai plant, fully integrated Sewage Water Treatment
 Plant (STP) has been set up including Reverse Osmosis (RO) process for
 treating 10% of Chennai plant''s total sewage saving fresh water intake
 of 5400 m3 per day, which is equivalent to the water use by 100000
 people. The treated STP water is used for cooling operations and green
 belt development. Waste Heat Recovery Boilers generate steam for use in
 indirect heating of fuel storage tanks and pipelines. Solar energy is
 used to lighten the boundary fence.
 
 At Vemagiri Plant, the Gas Turbine uses the advanced Dry Low NOx (DLN
 2.0  ) burner system to reduce NOx emissions at source. Waste heat from
 Gas Turbine is used for power production in Steam Turbine through Heat
 Recovery Steam Generator (HRSG). Reuse of Steam Condensate and HRSG is
 designed for zero make up.
 
 At GHIAL, special environmental friendly design features have been
 incorporated for power savings by using natural sun light. The Lighting
 per square foot in the passenger terminal block uses only 0.9 watts of
 energy as against the minimum of 1.3 watts prescribed by the American
 Society of Heating, Refrigerating and Air-Conditioning Engineers.
 Process has been put in place for effective waste management system and
 for reduction of carbon footprint.
 
 DIAL has won Greentech Gold Award for Environmental Excellence in
 Infrastructure Sector for the year 2010. The Greentech award is
 presented to company in recognition of outstanding achievements in the
 field of environment protection on the basis of evaluation of
 performance every year. T3 of Indira Gandhi International Airport is
 the first amongst the world''s airports to be awarded the Leadership in
 Energy and Environmental Design (LEED) NC Gold rating. DIAL is
 certified for its implemented Environmental Management System ISO
 14001:2004. At DIAL, an integrated Aircraft Noise Monitoring System
 (ANMS) has been put in place in conjunction with the airlines and other
 airport stakeholders such as AAI, Directorate General of Civil Aviation
 and Air Traffic Control which will help DIAL to monitor and measure the
 aircraft noise.
 
 DIAL has undertaken the following pollution abatement steps during the
 reporting period:
 
 - Sewage Treatment Plant operational with advanced tertiary treatment
 viz. ultra filtration and RO technique and latest water treatment
 equipment to achieve zero water discharge plan. The entire treated
 water is being utilized for air-condition cooling i.e. Heating
 Ventilating and Air Conditioning (HVAC) and horticulture activities;
 
 - Advanced stage of issuance of Certified Emission Reduction (CER) for
 energy reduction measure taken at T3 terminal by United Nations
 Framework Convention on Climate Change (UNFCCC) - Clean Development
 Mechanism (CDM); and
 
 - In new T3 terminal, DIAL has incorporated capability for segregation
 of waste at source using twin bin system i.e.  food and recyclables by
 passengers, concessionaires and all service providers.
 
 Conservation of energy, technology absorption and foreign exchange
 earnings and outgo
 
 The Particulars as required under Section 217(1)(e) of the Companies
 Act, 1956, read with the Companies (Disclosure of Particulars in the
 Report of Board of Directors) Rules, 1988, are set out in the Annexure
 C included in this report.
 
 Particulars of employees
 
 In terms of the provisions of Section 217(2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules 1975,
 the names and other particulars of employees are set out in the
 Annexure ''D''. However, having regard to the provisions of Section
 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding
 the aforesaid information is being sent to all members of the Company
 and others entitled thereto. Any member interested in obtaining such
 particulars may write to the Company Secretary at the Registered Office
 of the Company.
 
 Fixed Deposits
 
 During the year under review, the Company has not accepted any deposits
 from the public.
 
 Acknowledgments
 
 Your Directors wish to express their grateful appreciation for the
 valuable support and co-operation received from customers, investors,
 lenders, business associates, banks, financial institutions,
 shareholders, various statutory authorities and society at large. Your
 Directors also place on record, their appreciation for the
 contribution, commitment and dedication of the employees of the Company
 and its subsidiaries at all levels.
 
                                       For and on behalf of the Board
 
                                                                 Sd/-
 
                                                            G. M. Rao
 
                                                   Executive Chairman
 Place: Bengaluru
 
 Date : May 30, 2011