1. Previous Yearīs figures have been regrouped / recast wherever necessary.

2. The Board has recommended Final Dividend of Re 0.40 per equity share of Rs 2/- each amounting to Rs 56.07 Crores for the year 2008-2009 in addition to two interim Dividends each of Re 0.30 per equity share of Rs 2/- each paid in October 2008 and May 2009. Thus, the total Dividend for the year ended March 31, 2009 would be Re 1.00 per share of Rs 2/-, aggregating Rs 127.10 Crores, excluding aggregate dividend tax of Rs 15.56 Crores.

3. (a) The Scheme of Amalgamation has been approved by the Honīble High Court of Judicature at Allahabad on May 15, 2009. Pursuant to the Scheme of Amalgamation u/s 391/394 of the Companies Act, 1956, (i) Jaypee Hotels Ltd (Transferor Company) engaged in business of Hospitality, Real Estate and Civil Engineering; (ii) Jaypee Cement Ltd (Transferor Company) engaged in the business of the setting up of Cement Plant; (iii) Jaiprakash Enterprises Ltd (Transferor Company) engaged in the business of Civil Engineering Construction, Limestone Mines and Real Estate and; (iv) Gujarat Anjan Cement Ltd (Transferor Company) engaged in the business of setting up of Cement Plant stand merged with the company w.e.f. April 01, 2008 (The Appointed Date) in terms of the order dated May 15, 2009 of Honīble High Court of Judicature at Allahabad, sanctioning the Scheme and is effective from May 27, 2009.

(b) Paidup Equity Share Capital includes Rs 4360 Lakhs [21,80,10,985 Equity Shares of Rs 2/- each] to be allotted pursuant to Scheme of Amalgamation effective from May 27, 2009.

(c) Figures of Standalone as well as Consolidated Audited financial Results for March 2009 are post-merger and hence not comparable with those of the previous year. The results published earlier for quarter ended March 31, 2009 as well as year ended March 31, 2009 were pre-merger and hence not comparable with the above figures.

(d) The shareholding pattern might undergo some marginal change upon actual allotment of shares in terms of the Scheme of Amalgamation. The shares held in Trust form part of Promotersī Group Holding.

(e) Revenue - Post amalgamation revenue of JAL stands at Rs 6288.17 crores on standalone basis and Rs 7378.00 crores on consolidated basis.

As per Accounting Standard 21, revenue, expenses and surplus/deficit of transactions with subsidiaries are to be ignored for consolidation. Therefore, revenue of Rs 4967.47 crores is arrived at after ignoring inter-segment revenue of Rs 2410.53 crores for consolidation.

Profit Before Tax - Post amalgamation Profit Before Tax of JAL, on standalone basis, is Rs 1250.98 crores and Rs 945.71 crores on consolidated basis.

As per Accounting Standard 21, while independent profit of subsidiaries is added, the surplus/deficit of transactions with subsidiaries is ignored for arriving at Profit Before Tax for consolidation. Accordingly, Profit Before Tax on consolidation gets reduced by Rs 305.27 crores (Net) as compared to standalone Profit Before Tax which is Rs 1250.98 crores.

Earning Per Share - Post amalgamation, on standalone basis has increased to Rs 6.46 per share, an increase of 19% over previous year and on diluted basis to Rs 6.02 per share, an increase of 13% over the previous year.

4. The Board has approved the Employee Stock Purchase Scheme as recommended by the Compensation Committee for issue and allotment of 1,25,00,000 Equity Shares of Rs 2/- each at a price of Rs 60/- per share to the employees of the Company and its subsidiaries, through a Trust.

5. The above results have been reviewed by the Audit Committee in its meeting held on June 06, 2009 and then approved by the Board of Directors in its meetings held on June 06, 2009.

Manoj Gaur
Executive Chairman