1. The above results have been reviewed by the Audit Committee and approved by the Board at its meeting held on June 30, 2009.

2. The consolidated financial results relate to Graphite India Limited (the parent Company), and its wholly owned
subsidiaries Carbon Finance Limited, Graphite International B.V. and Carbon International Holdings N.V.

3. Other expenditure for the year ended 31st March, 2009 includes exchange loss of Rs.6270 lakhs, whereas Other
income for the year ended 31st March, 2008 includes exchange gain of Rs.1444 lakhs.

4.(i) Pursuant to the Scheme of Arrangement (the Scheme) approved by the Shareholders and sanctioned by the Honīble High Court at Calcutta vide order of May 22, 2009, all assets and liabilities of Powmex Steels undertaking of GKW Limited (GKW) were transferred to and vested in the Company with effect from February 01, 2009 (appointed date).

(ii) Pursuant to the Scheme, 19,888,336 Equity Shares of Rs. 2/- each fully paid up ranking pari-passu in all respects
are to be issued to the Ordinary Shareholders of GKW in the ratio of one Equity Share of Rs.2/- each of the Company credited as fully paid up for every three Ordinary Shares of Rs. 10/- each fully paid up held by them in GKW.

(iii) Paid up Equity Share Capital does not include Rs.397.76 lakh being the face value of equity shares to be allotted pursuant to the Scheme. However, EPS has been calculated considering shares to be allotted pursuant to the
Scheme.

(iv) Public, Promoters and Promoter Group shareholding disclosed represent their holdings as at March 31, 2009.
Effect of shares to be allotted pursuant to the Scheme has not been given.

5. In view of the average market price of the equity shares of the Company relevant for the year ended March 31, 2009 being less than the applicable conversion price, the conversion option embedded in the 1% Foreign Currency Convertible Bonds (FCCB) issued on October 19, 2005 is considered as anti-dilutive and accordingly has not been taken into account for computation of diluted earnings per share for the year ended March 31, 2009.

6. The Company has bought back and cancelled FCCB, aggregating USD 3,875,000 at discount during the year. The discount on buy back has been credited to Other Income.

7. Generation of power at hydro electrical plants is seasonal in nature.

8. The Board has recommended dividend @ Rs. 3/- per equity share of Rs.2/- each.

9. Figures of standalone as well as consolidated audited financial results include results of Powmex Steels Undertaking for two months, February and March 2009 and hence not comparable with those of previous year.

10. Figures for the previous year have been re-grouped 1 re-arranged wherever necessary.

K K Bangur
Chairman