GMR POCHANPALLI EXPRESSWAYS LIMITED CIN NO U45200KA2005PLC049327

Registered Ofice: 25/1, SKIP House, Museum Road, Bangalore - 560 025, Karnataka

E-mail: highways.secretarial@gmrgroup.in

Phone No.: 011- 42537003; Fax No.: 011- 42532706

Notice of Thirteenth Annual General Meeting

Day, Date & TiJne

Monday, the 27th day of August, 2018

10.30 AM

Venue

25/1, SKIP House, Museum Road,

Bangalore-560 025, Karnataka

NOTICE TO SHAREHOLDERS

NOTICE is hereby given that the Thirteenth Annual General Meeting of the Members of GMR Pochanpalli Expressways Limited will be held on Monday, the 27th day of August 2018 at10.30 AM at the Registered Ofice of the Company situated at 25/1, SKIP House, Museum Road, Bangalore-560025 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited Financial Statements or the year ended March 31,2018 together with the Reports of the Directors and the Auditors thereon.

2. To appoint Director in place of Mr. Arun Kumar Sharma (DIN 02281905) who is liable to beretire by rotation and being eligible to offers himself for re-appointment.

3. To appoint Statutory Auditors and to fix their remuneration and in this connection, toconsider, and, if thought fit, to pass with or without modification, the following resolution asan Ordinary resolution:

"RESOLVED THAT M/s. Chaturvedi & Shah, Chartered Accountants, (Firm Registation No.

101720) be and are hereby appointed as Statutory Auditors of the Company for a period of 5(ive) years and are entitled to hold ofice rom the conclusion of this Annual General Meetingto the conclusion of 18th Annual General Meeting of the Company, on such remuneration, asmay be determined by the Board of Directors or any Committee/ any person authorized bythe Board on its behalf."

"RESOLVED FURTHER THAT the Board of Directors or any Committee thereof be and ishereby authorized to negotiate and agree upon the remuneration with M/s. Chaturvedi &Shah, Chartered Accountants and approve the remuneration payable to them including anyout of pocket expenses as may be incurred by them in the course of audit."

Special Business

To consider and, if thought fit, to pass with or without modification(s), the ollowing Resolutions as an Ordinary Resolution.

4. To ratiy the remuneration of M/s. G. R. & Co., Cost Auditor of the Company or theinancial year 2018-19.

"RESOLVED THAT pursuant to the prov1s10ns of Section 148 and all other applicableprovisions of the Companies Act, 2013, if any and the Companies (Audit and Auditors) Rules,2014 (including any statutory modification(s) or re-enactment thereof, for the time being inforce), the Shareholders hereby ratify the remuneration of Rs. 50,000 plus applicable taxesand out of pocket c;�penses payable to M/s. G. R. & Co., Cost Accountants, appointed by theBoard of Directors as Cost Auditors of the Company to conduct the audit of cost records of theCompany for the financial year 2018-19."

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

FOR THE ITEMS SET OUT IN THE ACCOMPANYING NOTICE ARE AS UNDER:

Item No 4:

To ratify the remuneration of M/s. G.R. & Co., Cost Auditor of the Company or the

inancial year 2018-19

The Board, on the recommendation of the Audit Committee, has approved the reappointment and remuneration of M/s. G.R. & Co., Cost Accountant to conduct the audit of the cost records of the Company for the financial year 2018-19 at remuneration as detailed in the resolution.

In accordance with the provisions of Section 148(3) of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the Shareholders of the Company.

Accordingly, consent of the members is being sought for approval of the remuneration payable to the Cost Auditors or the financial year ending 2018-19.

Save and except M/s. G.R. & Co., Cost Accountant, none of the other Directors and Key Managerial Personnel of the Company & their relatives is in any way, concerned or interested, financially or otherwise, in this resolution.

The Board recommends the Ordinary Resolutions at Item No. 4 or approval of the members.

Place: New Delhi Date: 20th July, 2018

By the Order of the Board of Directors For GMR Pochanpalli Expressways Limited

Arnn Kumar Sharma

Director DIN: 02281905

at 25/1, Skip House, Museum Road, Bangalore - 560025, Karnataka and at any adjournmentthereof in respect of such resolutions as are indicated below: Ordinary Business

1. To receive, consider and adopt the audited Financial Statements for the yearended March 31, 2018 together with the Reports of the Directors' and theAuditors' thereon.

2. To appoint Director in place of Mr. Arun Kumar Sharma (DIN 02281905) who isliable to retire by rotation and being eligible to offers himself for re-appointment.

3. To appoint Statutory Auditors and ix their remuneration and in this connection,to consider, and, if thought it, to pass with or without modification, the followingresolution as an Ordinary resolution

Special Business

4. 'To the

ratiy financial

the year remuneration

2018-19 of M/s. G.R. & Co., Cost Auditor of the Company for

Signed this ______ day of _______ 2018

Signature of Member

Signature of Proxy holder(s)Notes:

Aix RevenueStamp of Re.l

f4,

1. This orm of proxy in order to be efective should be duly completed anddeposited at the Registered Oice of the Company, not less than 48 hours'beore the commencement of the Meeting.

' ·

2. A proxy need not be a member of the Company.

, . .