Condensed Consolidated Financial Statements as at and for the Quarter ended on 31 March, 2010

(Un-audited)

Page 1 of 9

As at As at31-Mar-10 31-Dec-09

Assets Notes Taka Taka

Non current assets:Property, plant and equipment, net 4 76,614,225,873 79,287,993,919 Intangible assets, net 5 7,391,755,777 7,681,126,893 Long-term receivables and deposits 11,693,862 11,635,675

84,017,675,512 86,980,756,487 Current assets:

Inventories 470,221,492 430,870,209 Deferred cost of connection revenue 508,390,231 483,550,116 Accounts receivable, net 4,529,968,858 4,697,066,162 Advances, deposits and prepayments 2,029,197,797 1,968,937,232 Cash and cash equivalents 6 20,112,965,397 14,601,313,087

27,650,743,775 22,181,736,806 Total assets 111,668,419,287 109,162,493,293

Equity and Liabilities

Shareholders' equity:Share capital 13,503,000,220 13,503,000,220 Share premium 7,840,225,942 7,840,225,942 Capital reserve 14,446,452 14,446,452 Deposit from shareholders 1,880,178 1,880,178 General reserve 2,139,729,365 2,139,729,365 Retained earnings 29,812,368,728 26,655,044,251

53,311,650,885 50,154,326,408 Non-controlling interest 71 -

Total equity 53,311,650,956 50,154,326,408

Non-current liabilities:Loans and borrowings, net of current portion 804,037,496 917,924,127 Deposit from agents and subscribers 438,954,978 440,948,191 Finance lease obligations 5,019,805,838 5,019,805,838 Deferred tax liabilities 7 12,726,241,342 13,505,914,117 Long term payables and provisions 163,473,934 160,033,350 Employee benefits - provision for gratuity 8 97,815,748 11,454,139

Grameenphone Ltd.

Condensed Consolidated Statement of Financial Position (Un-audited)as at 31 March 2010

p y p g y , , , ,19,250,329,336 20,056,079,762

Current liabilities:Accounts payable 4,234,124,750 4,692,964,457 Payable to government and autonomous bodies and other operators 9 9,420,178,542 9,304,514,275 Income tax payable 10 13,100,215,273 12,228,778,445 Unearned revenue 1,488,914,350 1,679,152,352 VAT payable 2,361,048,564 2,234,779,133 Loans and borrowings - current portion 1,033,525,700 1,036,943,071 Deferred connection revenue 547,622,600 541,731,926 Interest payable on loans and borrowings 96,483,082 66,356,035 Provision for expenses 6,813,344,172 7,078,349,758 Liabilities for share money refund 10,981,962 88,517,671

39,106,438,995 38,952,087,123 Total equity and liabilities 111,668,419,287 109,162,493,293

The annexed notes 1 to 15 form an integral part of these condensed consolidated financial statement.

___________________ __________________________Oddvar Hesjedal

Chief Executive Officer Deputy Chief Executive Officer &Chief Financial Officer

As per our report of same date.

Dhaka, 03 May, 2010

____________________Dhaka, Auditors

Raihan Shamsi

Page 2 of 9

Sd/- Sd/-

Quarter ended Quarter endedNotes 31 March 2010 31 March 2009

Taka Taka

Revenue 11 17,041,538,870 15,772,183,214

Cost of network operations:Direct cost of network revenue (3,358,012,292) (3,188,793,382) Network operation and maintenance expenses (1,125,388,547) (1,205,619,832) Depreciation and amortisation (3,725,415,328) (3,640,610,047)

(8,208,816,167) (8,035,023,261) Gross profit 8,832,722,703 7,737,159,953

Other income, net 11,617,670 15,305,095

Operating expenses:General and administrative expenses (1,900,897,607) (1,577,271,046) Selling and distribution expenses (1,232,252,070) (445,540,060) Depreciation and amortisation (374,754,208) (452,160,259)

(3,507,903,885) (2,474,971,365) Operating profit 5,336,436,488 5,277,493,683

Finance income/(expense), net 12 235,850,296 (589,424,344) Gain on sale of investment - 6,922,202 Gain on disposal of property, plant and equipment 9,283,128 3,513,779 Profit before income tax 5,581,569,912 4,698,505,320

Income tax expenses 13 (2,424,245,464) (2,415,823,964) Profit for the quarter 3,157,324,448 2,282,681,356

Other comprehensive income - - Total comprehensive income for the quarter 3 157 324 448 2 282 681 356

Grameenphone Ltd.

Condensed Consolidated Statement of Comprehensive Income (Un-audited)for the quarter ended 31 March 2010

Total comprehensive income for the quarter 3,157,324,448 2,282,681,356

Total comprehensive income attributable to:Owners of the company 3,157,324,477 2,282,681,356 Non-controlling interest (29) N/A

Earnings per share:Basic earnings per share (par value Tk 10 each) 14 2.34 1.88

The annexed notes 1 to 15 form an integral part of these condensed consolidated financial statement.

___________________ ___________________________Oddvar Hesjedal

Chief Executive Officer Deputy Chief Executive Officer &Chief Financial Officer

As per our report of same date.

Dhaka, 03 May, 2010

____________________Dhaka, Auditors

Raihan Shamsi

Page 3 of 9

Sd/- Sd/-

Deposit Share Share Capital from General Retained Non-controllingcapital premium reserve shareholders reserve earnings interest TotalTaka Taka Taka Taka Taka Taka Taka Taka

Balance as at 1 January 2009 12,151,747,970 13,743,987 14,446,452 1,882,996 2,139,729,365 13,266,605,231 - 27,588,156,001

Net profit for the quarter ended 31 March 2009 - - - - - 2,282,681,356 - 2,282,681,356

Final dividend for the year 2008 - - - - - (1,579,727,236) - (1,579,727,236) Balance as at 31 March 2009 12,151,747,970 13,743,987 14,446,452 1,882,996 2,139,729,365 13,969,559,351 - 28,291,110,121

Balance as at 1 January 2010 13,503,000,220 7,840,225,942 14,446,452 1,880,178 2,139,729,365 26,655,044,251 - 50,154,326,408

Issuance of share of Grameenphone IT Ltd. - - - - - - 100 100

Net profit/(loss) for the quarter ended 31 March 2010 - - - - - 3,157,324,477 (29) 3,157,324,448 Balance as at 31 March 2010 13,503,000,220 7,840,225,942 14,446,452 1,880,178 2,139,729,365 29,812,368,728 71 53,311,650,956

Grameenphone Ltd.Condensed Consolidated Statement of Changes in Equity (Un-audited)

for the quarter ended 31 March 2010

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Quarter ended Quarter ended31 March 2010 31 March 2009

Taka TakaCash flows from operating activities:

Cash receipts from sales or for the performance of services 16,896,096,153 15,031,462,885

Payroll and other payments to employees (1,375,195,676) (768,131,238) Payments to suppliers and contractors (6,032,384,839) (4,872,214,371) Finance income received 254,479,902 2,440,743 Finance costs paid (75,381,661) (548,790,608) Income tax paid (2,332,481,411) (1,275,267,319)

(9,560,963,685) (7,461,962,793) Net cash flow from operating activities 7,335,132,468 7,569,500,092

Cash flows from investing activities:

Payment for acquisition of property, plant and equipment (1,565,524,251) (4,255,136,638) Proceeds from sale of investment in shares of X-Net Ltd. - 11,390,170 Proceeds from sale of property, plant and equipment 31,059,155 4,242,703 Payment for acquisition of intangible assets (93,773,266) (1,770,517,402) Investment in FDR (58,187) - Net cash used in investing activities (1,628,296,549) (6,010,021,167)

Cash flows from financing activities:

Local interest bearing short-term borrowings - (3,351,050,067) Payment of long term borrowings (117,648,000) (117,648,000) Amount refunded to share applicants (77,535,709) - Proceeds from issuance of share of Grameenphone IT Ltd. 100 - Net cash flow from financing activities (195,183,609) (3,468,698,067)

Net changes in cash and cash equivalents 5,511,652,310 (1,909,219,142)

Cash and cash equivalents at beginning 14,601,313,087 7,020,671,289 Cash and cash equivalents at closing 20,112,965,397 5,111,452,147

Grameenphone Ltd.

Condensed Consolidated Statement of Cash Flows (Un-audited)for the quarter ended 31 March 2010

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1. Reporting entity

2. Basis of preparation

3. Accounting policies

3.1 Consolidation

Subsidiaries

Consolidation procedure

These condensed consolidated financial statements as at and for the quarter ended 31 March 2010 comprisesof the Company and its subsidiary, Grameenphone IT Ltd. (GP IT) (together referred to as the “Group” andindividually as “Group entities”).

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-grouptransactions, are eliminated in preparing consolidated financial statements. Unrealised gains arising fromtransactions with equity accounted investees are eliminated against the investment to the extent of theGroup’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, butonly to the extent that there is no evidence of impairment.

Grameenphone Ltd.

as at and for the quarter ended 31 March 2010Notes to the condensed consolidated financial statements

Grameenphone Ltd. (hereinafter referred to as "GP"/"Grameenphone"/"the company") is a public limitedcompany incorporated in Bangladesh in 1996 under the Companies Act 1994 with its registered address atCelebration Point, Road 113/A, Gulshan, Dhaka. GP was initially registered as a private limited companyand was subsequently converted into a public limited company on 25 June 2007. During November 2009,GP listed its shares with both Dhaka and Chittagong Stock Exchanges.

Except for the following, the same accounting policies, presentation and methods of computation have beenfollowed in these condensed consolidated financial statements as were applied in the preparation of thefinancial statements of Grameenphone Ltd. as at and for the year ended 31 December 2009 .

Subsidiaries are entities over which the group has the power to govern the financial and operating policiesgenerally accompanying a shareholding of more than one half of the voting rights. The existence and effectof potential voting rights that are currently exercisable or convertible are considered when assessing whetherthe group controls another entity. Subsidiaries are fully consolidated from the date on which control istransferred to the group. They are de-consolidated from the date on which control ceases.

These condensed consolidated financial statements have been prepared in accordance withInternational/Bangladesh Accounting Standard (IAS/BAS) 34: Interim Financial Reporting and relevantguidelines issued by Securities and Exchange Commission, Bangladesh and should be read in conjunctionwith the financial statements as at and for the year ended 31 December 2009 of Grameenphone Ltd., the lastperiod for which full Financial Statements were prepared.

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4 Property, plant and equipment, net

Disposal/ Disposal/

As at Addition Adjustment As at As at Charged Adjustment As at As at As at1 January during during 31 March 1 January during the during 31 March 31 March 31 December

Name of assets 2010 the quarter the quarter 2010 2010 the quarter the quarter 2010 2010 2009Taka Taka Taka Taka Taka Taka Taka Taka Taka Taka

Tangible assets in use 125,839,162,236 1,066,753,102 (113,753,187) 126,792,162,151 52,743,014,304 3,792,183,546 (92,000,248) 56,443,197,602 70,348,964,549 73,096,147,932

Capital work in progress 6,191,845,987 1,073,236,246 (999,820,909) 6,265,261,324 - - - - 6,265,261,324 6,191,845,987 132,031,008,223 2,139,989,348 (1,113,574,096) 133,057,423,475 52,743,014,304 3,792,183,546 (92,000,248) 56,443,197,602 76,614,225,873 79,287,993,919

5 Intangible assets, net

Disposal/ Disposal/

As at Addition Adjustment As at As at Charged Adjustment As at As at As at1 January during during 31 March 1 January during the during 31 March 31 March 31 December

Name of assets 2010 the quarter the quarter 2010 2010 the quarter the quarter 2010 2010 2009Taka Taka Taka Taka Taka Taka Taka Taka Taka Taka

Intangible assets in use 10,423,488,377 97,789,027 - 10,521,277,404 3,070,937,289 307,985,990 - 3,378,923,279 7,142,354,125 7,352,551,087

Capital work in progress 328,575,806 18,614,873 (97,789,027) 249,401,652 - - - - 249,401,652 328,575,806 10,752,064,183 116,403,900 (97,789,027) 10,770,679,056 3,070,937,289 307,985,990 - 3,378,923,279 7,391,755,777 7,681,126,893

Cost Depreciation Carrying amount

Cost Depreciation Carrying amount

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6 Cash and cash equivalents As at As at31-Mar-10 31-Dec-09

Taka Taka

Cash in hand 5,125,683 7,422,192 Cash at bank 20,107,839,714 14,593,890,895

20,112,965,397 14,601,313,087

7 Deferred tax liabilities

Taxable temporary differences 41,557,991,242 43,805,307,844Deductible temporary differences (5,197,301,693) (5,216,981,796)

36,360,689,549 38,588,326,048 Tax rate 35% 35%Deferred tax liability 12,726,241,342 13,505,914,117

8 Employee benefits - provision for gratuity

9 Payable to government, autonomous bodies and other operators

Bangladesh Telecommunication Regulatory Commission (BTRC) 1,390,435,538 1,344,046,469 Bangladesh Telecommunications Company Limited (BTCL) 4,750,600,994 4,522,243,479 Revenue sharing with content providers 65,677,961 51,675,839 Supplementary duty on SIM cards payable to National Board of Revenue 2,525,911,444 2,628,076,000 Sub lease rent payable to Bangladesh Railway 9,849,278 12,946,399 Interconnection charges payable to other operators 496,364,021 547,842,411 Receipt against bill pay service 181,339,306 197,683,678

9,420,178,542 9,304,514,275

10 Income tax payable

Opening balance 12,228,778,445 10,077,565,649 Provision made for the period 3,203,918,239 8,657,110,009

15,432,696,684 18,734,675,658 Paid during the quarter (including tax deducted at source) (2,332,481,411) (6,505,897,213)

13,100,215,273 12,228,778,445

The amount represents provision for GP's contribution towards approved gratuity fund which was yet to betransferred at the reporting date. During first quarter of 2010, an actuarial valuation was performed which resultedin an additional amount of Tk. 82,420,000 being recognised as liability in GP's books.

In 2010, Interim period income tax has been accrued based on the estimated income tax rate of 35%. Income taxfor the quarter ended 31 March 2009 was accrued on the estimated income tax rate of 45% which was applicable at that time. The income tax rate has been reduced to 35% upon listing of the company's shares in Dhaka andChittagong Stock Exchanges.

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11 RevenueQuarter ended Quarter ended31 March 2010 31 March 2009

Taka Taka

Traffic revenue 14,353,817,738 12,796,800,628Subscription revenue 162,642,997 128,251,059Connection revenue 75,733,680 83,327,602Roaming revenue 103,427,080 86,669,980Interconnection revenue - mobile operators 1,618,343,951 2,156,156,877Other operating revenue 639,751,727 499,414,782Other non- mobile revenue 87,821,697 21,562,286

17,041,538,870 15,772,183,214

12 Finance income/(expense), net

Interest on long term loans (2,702,529) (42,308,979) Interest on bonds - (154,062,500) Interest and service charge on short-term debt - (123,930,827) Foreign exchange (gain)/loss 107,768,829 (38,574,048) Finance charge - lease (192,012,041) (234,702,606) Interest (accretion) on ARO (4,016,747) (3,925,439) Other Finance charges (13,789,680) (25,233,485)

(104,752,168) (622,737,884) Finance income 340,602,464 33,313,540

235,850,296 (589,424,344)

13 Income tax expenses

Current tax expenses 3,203,918,239 3,062,848,783 Deferred tax expenses (779,672,775) (647,024,819)

2,424,245,464 2,415,823,964

Tax rateFor the quarter ended 31 March 2009 45%For the quarter ended 31 March 2010 35%

14 Earnings per share

Profit attributable to the owners of the company 2,685,623,885 2,282,681,356

Weighted average number of ordinary shares 1,350,300,022 12,151,747,970 outstanding during the period

Basic earnings per share (par value Tk 10 each) 2.34 1.88

No diluted earnings per share is required to be calculated for the periods presented as there were no scope for dilution.

15 Related party disclosures

During the three-month period ended 31 March 2010, revenue generated from transactions with Grameen Telecom(GTC) amounted to Tk 306,943,394. At 31 March 2010, total amount due from GTC stood at Tk 10,132,900.

During 2009, GP made an early settlement of its bond obligation. In addition, short term interest bearing borrowingsfrom local banks and other financial institutions were also repaid. The effect of such repayment, as well as interestearned on short term investments resulted in a net finance income in the quarter ended 31 March 2010.

Applicable tax rates used for the quarters were as follows:

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