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Notes to Accounts of GMR Airports Infrastructure Ltd.

Mar 31, 2023

1. Non-cumulative compulsorily convertible preference shares

a) During the year ended March 31, 2020 GAL had issued 273,516,392 (197,743,603 to the Company) non-cumulative compulsorily convertible preference shares (''Bonus CCPS Series A'') each having a face value of '' 10 each, for an aggregate face value of '' 273.52 crore as per the terms of Shareholders'' Agreement (''SHA'') dated February 20, 2020 between the Company, Aeroports de Paris S.A. (''ADP''), GAL, and GMR Infra Services Limited (''GISL''), and the Share Subscription and Share Purchase Agreement dated February 20, 2020 (''SSPA'') entered into among ADP, GAL, GIDL, GISL and Company. ADP has pegged Earn-outs upto '' 4,475.00 crore linked to achievement of certain agreed operating performance metrics as well as on receipt of certain regulatory clarifications as specified in SHA by way of conversion of these Bonus CCPS Series A.

These Bonus CCPS Series A are convertible into equity shares of GAL no later than November 15, 2024, based on the conversion formula as defined the SHA. These Bonus CCPS Series A are non-cumulative in nature and each Bonus CCPS Series A holder shall is entitled to dividend of 0.001% per annum declared on each Bonus CCPS Series A. Further, these Bonus CCPS Series A are not redeemable and there is no obligation on GAL to redeem such Bonus CCPS Series A.

During the year ended March 31, 2021, the Company had additionally acquired 74,333,559 Bonus CCPS Series A.

b) During the year ended March 31, 2021, GAL had issued 5,08,01,774 (37,837,162 to the Company) non-cumulative

compulsorily convertible preference shares (''Bonus CCPS Series B''), 42,334,812 (31,530,968 to the Company) noncumulative compulsorily convertible preference shares (''Bonus CCPS Series C'') and 76,202,661 (56,755,742 to the Company) non-cumulative compulsorily convertible preference shares (''Bonus CCPS Series D'') each having a face value of '' 10 each, for an aggregate face value of '' 169.34 crore as per the terms of the amended agreement to Shareholders'' Agreement (''Amended SHA'') dated February 20, 2020 executed on July 07, 2021 between the Company, ADP, GAL and GISL, and the Share Subscription and Share Purchase Agreement dated February 20, 2020 (''SSPA'') entered into between ADP, GAL, GISL and the Company. These Bonus CCPS Series B, Bonus CCPS Series C and Bonus CCPS Series D are convertible into such number of equity shares in accordance with the terms of the Amended SHA which are dependent on the consolidated target EBIDTA of GAL for the financial years ended March 31, 2022, March 31, 2023 and March 31, 2024 respectively and upon conversion of Bonus CCPS Series B, Bonus CCPS Series C and Bonus CCPS Series D, 49% of such converted shares shall be acquired by ADP from the Company.

During the year ended March 31, 2021, the Company had additionally acquired 12,695,363 Bonus CCPS Series B, 10,579,469 Bonus CCPS Series C and 19,043,054 Bonus CCPS Series D.

c) These Bonus CCPS Series B, Bonus CCPS Series C and Bonus CCPS Series D are non-cumulative in nature and holders

of each Bonus CCPS Series B, Bonus CCPS Series C and Bonus CCPS Series D shall be entitled to dividend of 0.001% per annum declared on each of these. Further, these Bonus CCPS Series B, Bonus CCPS Series C and Bonus CCPS Series D are not redeemable and there is no obligation on GAL to redeem such Bonus CCPS Series B, Bonus CCPS Series C and Bonus CCPS Series D.

d) Further all CCPS Series A, CCPS Series B, CCPS Series C and CCPS Series D are directly or indirectly held by the Company.

e) The Board of Directors of the Company vide their meeting dated March 17, 2023 has approved the settlement regarding Bonus CCPS Series B,C and D between the Company, GAL and Shareholders of GAL wherein cash earnouts to be received by Company were agreed to be settled at '' 550.00 crore, to be paid in milestone linked tranches and conversion of these Bonus CCPS Series B, C and D will take as per the terms of settlement. Further, the Company, GAL and Shareholders of GAL have also agreed on the settlement regarding Bonus CCPS Series A whereby GAL will issue such number of additional equity share to the Company and GIDL (wholly owned subsidiary of the Company) which will result in increase of shareholding of Company (along with its subsidiary) from current 51% to 55%. The settlement is subject to certain conditions specified in proposed settlement agreement.

As part of the settlement agreement, the company has received 1st tranche of '' 100 crore towards the sale of these CCPS, however the settlement agreement is subject to certain conditions precedent which are yet to be complied. Hence, the same has been classified as advance received against sale of CCPS in other financial liabilities.

3. a) The Company has equity investments in GAL which further has investments in various investee entities engaged in operating airport and other allied activities. During the year ended March 31, 2023, the Company has entered into a scheme of merger, as further detailed in note 44, wherein independent valuation specialists have computed the swap ratio on the basis of fair valuation of the respective entities determined using the volume weighted average market price of Company and the Income approach. As at the current year end, the management together with an independent valuation expert determined the fair valuation of investments in GAL giving cognizance to the aforementioned approach used for the determination of

swap ratio, including considering improved market outlook, legal updates and business conditions. Basis such valuation the Company has recognised a gain of '' 11,633.92 crore in the Other Comprehensive Income for the year ended March 31, 2023.

b) Further, fair value of investments in equity shares and compulsorily convertible preference shares (''CCPS'') of GAL are subject to outcome of ongoing litigations and claims pertaining to DIAL and GHIAL as follows:

• Ongoing arbitration between DIAL and Airports Authority of India (''AAI'') in relation to the payment of Monthly Annual fees (''MAF'') for the period till the operations of DIAL reach pre-COVID 19 levels. Basis an independent legal opinion obtained by the management of DIAL, DIAL is entitled to be excused from making payment of MAF under article 11.1.2 of OMDA to AAI on account of occurrence of Force Majeure Event under Article 16.1 of OMDA, till such time DIAL achieves level of activity prevailing before occurrence of force majeure. Further, the management of DIAL had entered into settlement agreement with AAI on April 25, 2022, which will govern interim workable arrangement between parties for the payment of MAF. Accordingly, DIAL had started payment of MAF with effect from April 01, 2022, onwards. The expected impact of the above matter on the fair value of investments is not significant.

• Consideration of Cargo, Ground Handling and Fuel farm (''CGHF'') income as part of non-aeronautical revenue in determination of tariff in case of GHIAL. GHIAL has filed appeal with Telecom Disputes Settlement Appellate Tribunal (''TDSAT'') and, the adjudicating authority, TDSAT, in its disposal order dated March 06, 2020 has directed Airports Economic Regulatory Authority (''AERA'') to reconsider the issue afresh while determining the aeronautical tariff for the Third Control Period (''TCP'') commencing from April 01, 2021. In July 2020, the GHIAL has filed an application with the AERA for determination of Aeronautical tariff for the third control period commencing from April 01, 2021 to March 31, 2026 wherein it has contended that CGHF income shall be treated as non-aeronautical revenue. During the previous year, AERA vide its Order dated August 31, 2021, had issued Tariff Order for the TCP effective from

October 01, 2021 considering the CGHF revenue as aeronautical revenue. GHIAL had also filed an appeal against the Tariff Order for the TCP with TDSAT, as the management of GHIAL is of the view that AERA has not considered the outstanding issues in determination of aeronautical tariff for the TCP as directed by TDSAT vide its order dated March 06, 2020. The management has also obtained legal opinion according to which GHIAL''s contention as above is appropriate as per terms of Concession agreement and AERA Act, 2008.

c) During the year ended March 31, 2023, GMR Airports International BV (''GAIBV''), a step down subsidiary of the Company, has entered into definitive agreements with Aboitiz Infra Capital Inc (''AIC''), for AIC to acquire shares in GMR Megawide Cebu Airport Corporation (''GMCAC'') along with identified associates and upon completion of all customary approvals, GAIBV has received cash consideration of PHP 9.4 billion (USD 167.96 million) (including exchangeable notes which as per the agreements are exchangeable against GAIBV''s balance equity in GMCAC on October 31, 2024). Further, GAIBV is also entitled for additional deferred consideration based on subsequent yearly performance of GMCAC for next four consecutive years beginning from January 2023. While the total consideration realized pursuant to the aforementioned definitive agreement is significantly in excess of the amount originally invested in the aforementioned group entities, such investments in GAL have been carried at Fair Value through Other Comprehensive Income (''FVOCI'') in accordance with Ind - AS 109 ''Financial instruments'' and consequently the impact of the transaction price has been appropriately considered in the fair valuation of Equity investments in GAIBV held through GAL.

4. i) During the year ended March 31, 2023:

a) The Company has subscribed to 15,000,000 0.001% unsecured, unrated, unlisted compulsory convertible

debentures (CCD''s) of face value of '' 10 each of GMR Corporate Affairs Limited (''GCAL'') (formerly known as GMR Corporate Affairs Private Limited (''GCAPL'') amounting to '' 15 crore.

ii) During the year ended March 31, 2022:

a) The Company had sold 126,600,252 equity shares (9% stake) of '' 10 each of GAL to GIDL for a consideration of '' 1,857.10 crore. The sales consideration was received/adjusted as under;

- '' 1,800.00 crore in form of 18,000, 0.001% unsecured compulsorily convertible debentures of GIDL having face value of '' 1,000,000 each.

- '' 57.10 crore adjusted against the loan taken by the Company from GIDL.

b) The Company had purchased 36,438,940 equity shares (100% stake) of '' 10 each of RSSL from GMR Aerostructure Services Limited (''GASL'') for a consideration of '' 216.10 crore.

c) The Company had purchased 30,500 equity shares of USD 1 each of GAIBV for a consideration of '' 0.23 crore.

d) 15,000,000 8% non-cumulative redeemable preference shares of '' 10 each issued by GCAL and equity component of preference shares has been impaired.

5. The Company does not hold any shares in these entities. The value of investment represents investments in equity on account of financial guarantees/ loans.

6. This includes shares held by others on behalf of the Company (now part of discontinued business persuant to the scheme as mentioned in note 39).

7. This includes investment in equity and investment in additional equity on account of financial guarantees.

b. Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of '' 1 per share. Every member holding equity shares therein shall have voting rights in proportion to the member''s share of the paid up equity share capital. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors if any is subject to the approval of the shareholders in the ensuing Annual General Meeting except interim dividend if any.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the equity shareholders.

The total promoters and promoters group shareholding as on March 31, 2023 is 3,561,169,176 shares constituting 59.00% (March 31, 2022: 3,555,169,176 shares constituting 58.90%) of paid up equity share capital of the Company.

f. Aggregate number of shares issued for consideration other than cash during the period of five year immediately preceding the reporting date:

There were no shares issued for consideration other than cash during the period of five years immediately preceding the reporting date.

g. Shares reserved for issue under options

For details of shares reserved for issue on conversion of foreign currency convertible bonds (''FCCBs''), refer note 14(1) and 14(2) related to terms of conversion/ redemption of FCCBs.

1. Pursuant to the approval of the Management Committee of the Board of Directors dated March 17, 2023, the Company has issued 6.76% Unlisted Foreign Currency Convertible Bonds (FCCBs) of EUR 33.0817 crore, equivalent to '' 2,931.77 crore to Aeroports De Paris S.A. With a maturity period of 10 years and 1 day. The bond shall carry an interest rate of 6.76% p.a on a simple interest basis. Interest will accrue on a yearly basis and first interest installment is payable on date of expiry of five years and from end of sixth year on yearly basis. Also refer note 14(2).

2. The Company recognises changes in the fair value of investments in equity securities in other comprehensive income. These changes are accumulated within the FVTOCI reserves within equity.

3. General reserve was created persuant to transfer of debenture redemption reserve and equity component of preference share. General reserve is a free reserve available to the Company.

4. Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

5. On July 02, 2014, the Board of Directors of the Company approved an issue and allotment of up to 180,000,000 warrants having an option to apply for and be allotted equivalent number of equity shares of face value of '' 1 each on a preferential basis under chapter VII of the SEBI ICDR Regulations and provisions of all other applicable laws and regulations and accordingly the Company received an advance of '' 141.75 crore against such share warrants. The shareholders approved the aforesaid issue of warrants through postal ballot on August 12, 2014. Pursuant to the approval of the Management Committee of the Board of Directors dated February 26, 2016 the outstanding warrants have been cancelled as the holders did not exercise the option within the due date of 18 months from the date of allotment, and '' 141.75 crore received as advance towards such warrants has been forfeited in accordance with the SEBI ICDR Regulations during the year ended March 31, 2016. The said amount was credited to Capital Reserve account during the year ended March 31,2016.

6. Retained Earnings are the profits of the Company earned till date net of appropriations.

7. FCMTR represents unamortised foreign exchange differences arising on translation of long-term foreign currency monetary items.

8. This represents equity component recognised on loan taken from related party. Also refer note 39.

1. Pursuant to the approval of the Management Committee of the Board of Directors dated December 10, 2015, the Company has issued 7.50% Unlisted Foreign Currency Convertible Bonds (''KIA FCCBs'') of USD 300 million to Kuwait Investment Authority with a maturity period of 60 years. The subscriber can exercise the conversion option on and after 18 month from the closing date upto close of business on maturity date. Interest is payable on annual basis. The KIA FCCBs are convertible at '' 18 per share which is subject to adjustment as per the terms of the KIA FCCBs, subject to the regulatory floor price. The exchange rate for conversion of KIA FCCBs is fixed at Rs 66.745/USD. Pursuant to composite scheme of arrangement being effective on December 31, 2021 (refer note 39), the USD 300 million KIA FCCBs are split into USD 25 million and USD 275 million between GIL and GPUIL respectively basis utilisation and in their respective asset ratio in accordance with Section 2(19AA) of the Income Tax Act in the manner contemplated under the Scheme. In order to maintain the rights of the bondholder intact consequent to split of KIA FCCBs, the conversion price of KIA FCCBs issued by the Company were changed so that Bondholders upon conversion receive the same number of shares as they were entitled at the time of

issuance. Hence, conversion of KIA FCCBs of USD 25 million shall account for 1,112,416,667 equity shares of the Company (as per original entitlement). The outstanding amount as at March 31, 2023 is '' 201.30 crore (March 31, 2022 : '' 185.67 crore). As at March 31, 2023, KIA FCCBs holders have not exercised the conversion option. The Company needs to take necessary steps in case the bondholders direct the Company to list the KIA FCCBs on the Singapore Exchange Trading Limited.

2. Pursuant to the approval of the Management Committee of the Board of Directors dated March 24, 2023, the Company has issued 6.76% Unlisted Foreign Currency Convertible Bonds (''ADP FCCBs'') of Euro 330.817 million of Euro 1,000,000 each, equivalent to '' 2,931.77 crore to Aeroports De Paris S.A. with a maturity period of 10 year and 1 day. The Bond Holder can exercise the conversion option at any time on or after the day following the 5th anniversary of the Closing Date (i.e. March 24, 2023) up to the close of business on March 2033. The exchange rate for conversion of ADP FCCBs is fixed at '' 88.5237/EUR. The price at which each of the Shares will be issued upon conversion will initially be '' 43.67 (calculated by reference to a premium of 10% (ten percent) over and above the Regulatory Floor Price), but will be subject to adjustment as per terms of FCCBs. The Bonds may be redeemed or converted into New Shares of the Company on the Maturity Date at 100 per cent of the Principal Amount of the Bonds together with any accrued but uncapitalised or unpaid interest (including Default Interest) up to (but excluding) the Maturity Date in accordance with the issuance terms. The bond shall carry an interest rate of 6.76% per annum on a simple interest basis. Interest will accrue on a yearly basis and first interest installment is payable on date of expiry of five years and from end of sixth year on yearly basis .

The above ADP FCCBs are fair valued as per Ind AS 109 - ''Financial Instrument'' and equity component of '' 479.35 crore (net of deferred tax of '' 161.21 crore) has been recognised in other equity.

3. Loans of '' 258.66 crore (March 31, 2022: '' 293.00 crore) from GIDL, a subsidiary company carries interest of 18.25% per annum (March 31, 2022: 17.25% per annum) and is payable along with the principal. The loan is repayable after 3 year from the date of disbursement i.e. August 02, 2021 of the loan.

4. Loans of '' 181.20 crore (March 31,2022: '' 140.00 crore) from GHIAL, a subsidiary company and Celebi Delhi Cargo Terminal Management India Private Limited, an associate of the company carrying interest ranging between 9% per annum to 11% per annum (March 31, 2022: 9% per annum to 11% per annum) and is payable along with repayment of principal within the period of 12 month from the date of balance sheet.

5. Loan of '' Nil (March 31, 2022: '' 100.00 crore) from GAL, a subsidiary company which carried interest of 17% per annum payable on monthly basis.

28. Earnings per share (EPS)

Basic EPS is calculated by dividing the profit/ (loss) for the period attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the period. Partly paid equity shares are treated as a fraction of an equity share to the extent that they were entitled to participate in dividends relative to a fully paid equity share during the reporting period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.

Diluted EPS is calculated by dividing the profit attributable to equity shareholders (after adjusting for interest on the convertible securities) by the weighted average number of equity shares outstanding during the period plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.

*For the year ended March 31, 2023, the potential equity shares are anti-dilutive since their conversion has increased earning per share. Therefore, dilutive earning per share is equal to basic earning per share.

#Considering that the Company has incurred losses during the year ended March 31, 2022, the allotment of convertible securities would decrease the loss per share for the respective year and accordingly has been ignored for the purpose of calculation of diluted earnings per share.

29. Income Tax

The tax expense comprises of current taxes and deferred taxes. Current tax is the amount of income tax determined to be payable in respect of taxable income for a period as per the provisions of the Income-Tax Act, 1961 (''IT Act'').

On September 30, 2019, the Taxation Laws (Amendment) Ordinance 2019 (''the Ordinance'') was passed introducing section 115BAA of the Income tax Act, 1961 which allowed domestic companies to opt for an alternative tax regime from financial year 2019-20 onwards. As per the regime, companies can opt to pay reduced income tax @22% (plus surcharge and cess) subject to foregoing of certain exemptions. Central Board of Direct taxes vide circular number 29/2019 clarified that companies opting for lower rates of taxes will not be allowed to carry forward Minimum Alternate Tax (''MAT'') credit and also will not be allowed to offset brought forward losses on account of additional depreciation.

During the previous year, based on various assessments, the Company has decided to opt for the aforementioned regime and has provided for its current taxes at lower rates and has made the requisite adjustments in its deferred taxes.

Deferred tax is the effect of timing differences between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

30. Significant accounting judgements, estimates and assumptions

The preparation of the Company''s Standalone Financial Statements requires management to make judgements, estimates and assumptions that affect the reported amount of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Actual results could differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

The estimates and the underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and future periods affected.

Significant judgements and estimates relating to the carrying values of assets and liabilities include fair value measurement of investments in subsidiaries, joint ventures and associates, provision for employee benefits and other provisions, recoverability of deferred tax assets, commitments and contingencies and recognition of revenue on long term contracts.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are described below. The Company based its assumptions and estimates on parameters available when the Standalone Financial Statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

a. Taxes

Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the same can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies. Refer note 17 and 29 for further disclosure.

b. Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the discounted cash flow model and market approach method. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. The cash flow projections used in these models are based on estimates and assumptions relating to conclusion of tariff rates, estimation of passenger and rates and favourable outcomes of litigations etc. in the airport which are considered as reasonable by the management. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. Refer note 5 and 35 for further disclosure.

c. Contingencies

Contingent liabilities may arise from the ordinary course of business in relation to claims against the Company, including legal and contractual claims. By their nature, contingencies will be resolved only when one or more uncertain future events occur or fail to occur. The assessment of the existence, and potential quantum, of contingencies inherently involves the exercise of significant judgement and the use of estimates regarding the outcome of future events.

In respect of financial guarantees provided by the Company to third parties, the Company considers that it is more likely than not that such an amount will not be payable under the guarantees provided. Refer note 34 for further disclosure.

d. Revenue recognition

For the financial year 2021-22, the Company used the percentage of completion method in accounting for its fixed price contracts. Use of the percentage of completion method requires the Company to estimate the costs incurred till date as a proportion of the total cost to be incurred. Costs incurred have been used to measure progress towards completion as there is a direct relationship. Provision for estimated losses, if any, on uncompleted contracts are recorded in the period in which such losses become probable based on the expected contract estimates at the reporting date.

e. Defined benefit plans (gratuity benefits)

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these

assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds.

The mortality rate is based on publicly available mortality tables for India. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates.

Further details about gratuity obligations are given in note 32.

d. Also refer note 14 for non-current borrowings and current borrowings as regards security given by related parties for loans availed by the Company.

e. Remuneration to key managerial personnel does not include provision for leave encashment, gratuity, superannuation and premium for personal accidental policy, if any, as the same are determined for the company.

f. The Company has entered into sub-contract agreements with unincorporated joint ventures formed by the Company and other joint venturer under joint operation arrangements. Such joint ventures are rendering services ultimately to an unrelated party. Accordingly, the transactions entered on account of such sub-contract arrangement with the unincorporated joint ventures have not been disclosed above.

g. In the opinion of the management, the transactions reported herein are on arms'' length basis.

h. The amount of the outstanding balances as shown above are unsecured and will be settled in due course.

b) Defined benefit plan

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (based on last drawn basic) for each completed year of service.

The fund provides a capital guarantee of the balance accumulated and declares interest periodically that is credited to the fund account. Although we know that the fund manager invests the funds as per products approved by Insurance Regulatory and Development Authority of India and investment guidelines as stipulated under section 101 of Income Tax Act, the exact asset mix is unknown and not publicly available. The Trust assets managed by the fund manager are highly liquid in nature and we do not expect any significant liquidity risks. The Trustees are responsible for the investment of the assets of the Trust as well as the day to day administration of the scheme.

The following tables summarise the components of net benefit expense recognised in the standalone statement of profit and loss and the funded status and amounts recognised in the standalone balance sheet for gratuity benefit.

1. Plan assets are fully represented by balance with the Life Insurance Corporation of India.

2. The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets held, assessed risks of asset management, historical results of the return on plan assets and the Company''s policy for plan asset management.

3. The estimates of future salary increase in compensation levels, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

4. As per Indian Assured Lives Mortality (2006-08) (modified) Ultimate

5. Plan Characteristics and Associated Risks:

The Gratuity scheme is a Defined Benefit Plan that provides for a lump sum payment made on exit either by way of retirement, death, disability or voluntary withdrawal. The benefits are defined on the basis of final salary and the period of service and paid as lump sum at exit. The Plan design means the risks commonly affecting the liabilities and the financial results are expected to be:

a. Interest rate risk : The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase.

b. Salary Inflation risk : Higher than expected increases in salary will increase the defined benefit obligation.

c. Demographic risk : This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria. It is important not to overstate withdrawals because in the financial analysis the retirement benefit of a short career employee typically costs less per year as compared to a long service employee.

d) The Company has a process whereby periodically long term contracts are assessed for material foreseeable losses. At the year ended March 31, 2022, the Company has reviewed and ensured that adequate provision as required under the law/ accounting standards for the material foreseeable losses on such long term contracts has been made in the books of accounts. The Company does not have any derivative contracts at the year ended March 31, 2022.

34. Commitments and contingenciesI. Contingencies

In the ordinary course of business, the Company faces claims and assertions by various parties. The Company assesses such claims and assertions and monitors the legal environment on an ongoing basis with the assistance of external legal counsel, wherever necessary. The Company records a liability for any claims where a potential loss is probable and capable of being estimated and discloses such matters in its financial statements, if material. For potential losses that are considered possible, but not probable, the Company provides disclosure in the Standalone Financial Statements but does not record a liability in its accounts unless the loss becomes probable.

*This includes corporate guarantees (''CG'') jointly extended by GIL and GPUIL, a fellow subsidiary company sanctioned amount of '' 2,092.21 crore and outstanding amount of '' 1,569.12 crore (March 31, 2022: sanctioned amount of '' 3,940.82 crore and outstanding amount of '' 2,905.58 crore) in favour of lender''s of its subsidiaries and fellow subsidiaries.

# Interest accrued, if any, and unpaid is not included above.

Above Corporate Guarantees include guarantees amount outstanding '' 846.07 Crore for the Loan taken by certain group companies. The Company has approved lending to group companies by way of inter-corporate loans and the same shall be utilized to repay aforementioned outstanding loans of '' 846.07 crore against which the company has given corporate guarantees. Once such loans are repaid by group companies, the corresponding outstanding corporate guarantees reported above shall be reduced by '' 846.07 crore.

In addition to the above, the Company had extended certain corporate guarantees amounting to '' 2,353.20 crore and outstanding balance '' 2,035.67 crore (discounted value '' 1,553.12 crore) (March 31,2022: '' 4,784.71 crore and outstanding balance '' 3,153.00 crore. (discounted value '' 2,618.40 crore)) pertaining to the demerged undertaking which have been transferred to GPUIL pursuant to the Scheme. However, the Company has passed board resolutions/ executed undertakings with GPUIL pursuant to which it is in the process of executing guarantees wherein both the Company and GPUIL shall jointly continue to remain liable for the aforementioned guarantees. This guarantee is not yet executed and the same is in further discussion with the lenders.

In addition to contingent liabilities disclosed above, the Company has outstanding guarantees amounting to '' 1,855.00 crore towards loan taken by GIDL and GCAPL as at March 31, 2023. However, subsequent to year end, such loans along with interest accrued thereon have been re-paid by GIDL and GCAPL amounting to '' 2,030.90 crore and no-due certificates have been obtained from the respective lenders of the subsidiary companies. Considering the said development, the Company has not considered the outstanding corporate guarantees towards such borrowing as at March 31, 2023.

In addition to above table, following are the additional contingent liabilities:

1. There are numerous interpretative issues relating to the Supreme Court (''SC'') judgement on provident fund dated February 28, 2019. As a matter of caution, the Company has evaluated the same for provision on a prospective basis from the date of the SC order and is of the view that no such provision is required. The Company will update its provision, on receiving further clarity on the subject.

Income tax

The Company has ongoing disputes with income tax authorities relating to tax treatment of certain items. These mainly include disallowance of expenses, tax treatment of certain expenses claimed by the Company as deductions and transfer pricing adjustments for related parties transactions etc. Most of these disputes and/ or dis-allowances, being repetitive in nature, have been raised by the income tax authorities consistently in most of the years. The management of the Company has contested all these additions/ disallowances, by way of appeal before the appellate authorities and the same are yet to be disposed off.

2. The Company has extended comfort letters to provide continued financial support to certain subsidiaries/joint ventures/ associates to ensure that these subsidiaries are able to meet their debts, commitments (including commitments towards investee entities) and liabilities as they fall due and they continue as going concerns.

3. The Company has certain long term unquoted investments which have been pledged as security towards loan facilities sanctioned to the company and the investee Companies.

35. Disclosures on Financial instruments

This section gives an overview of the significance of financial instruments for the Company and provides additional information on balance sheet items that contain financial instruments.

The details of significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 2.2 (b) and 2.2 (m), to the standalone financial statements.

(a) Financial assets and liabilities

The following tables presents the carrying value and fair value of each category of financial assets and liabilities as at March 31, 2023 and March 31, 2022.

(b) Fair value hierarchy

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Level 1 to Level 3, as described below:

Quoted prices in an active market (Level 1): This level of hierarchy includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities. This category consists of investment in quoted equity shares, and mutual fund investments.

Valuation techniques with observable inputs (Level 2): This level of hierarchy includes financial assets and liabilities, measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

Valuation techniques with significant unobservable inputs (Level 3): This level of hierarchy includes financial assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

(i) Short-term financial assets and liabilities are stated at carrying value which is approximately equal to their fair value.

(ii) Management uses its best judgement in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of the amounts that the Company could have realised or paid in sale transactions as of respective dates. As such, fair value of financial instruments subsequent to the reporting dates may be different from the amounts reported at each reporting date.

(iii) The fair values of the unquoted equity shares have been estimated using a discounted cash flow (''DCF'') method and market approach method. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management''s estimate of fair value for these unquoted equity investments.

(iv) There have been no transfers between Level 1, Level 2 and Level 3 for the year ended March 31, 2023 and year ended March 31, 2022.

In the course of its business, the Company is exposed primarily to fluctuations in foreign currency exchange rates, interest rates, equity prices, liquidity and credit risk, which may adversely impact the fair value of its financial instruments. The Company has a risk management policy which not only covers the foreign exchange risks but also other risks associated with the financial assets and liabilities such as interest rate risks and credit risks. The risk management policy is approved by the Board of Directors. The risk management framework aims to:

(i) create a stable business planning environment by reducing the impact of currency and interest rate fluctuations on the Company''s business plan.

(ii) achieve greater predictability to earnings by determining the financial value of the expected earnings in advance.

i) Market risk

Market risk is the risk of any loss in future earnings, in realisable fair values or in future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates, foreign currency exchange rates, equity price fluctuations, liquidity and other market changes. Future specific market movements cannot be normally predicted with reasonable accuracy.

(a) Market risk- Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

(b) Market risk- Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s investing and financing activities. The Company''s exposure to foreign currency changes from operating activities is not material.

No hedge contract entered for the year ended March 31, 2023 and March 31, 2022.

ii) Credit risk

Credit risk is the risk of financial loss arising from counterpart''s failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses both the direct risk of default and the risk of deterioration of credit worthiness as well as concentration risks. The company has a policy of dealing only with credit worthy counter- parties and obtaining sufficient collateral. where appropriate as a means of mitigating the risk of financial risk from defaults.

Financial instruments that are subject to credit risk and concentration thereof principally consist of trade receivables/unbilled revenue, loans receivables, investments in debt securities of group companies, balances with bank, bank deposits and financial guarantees provided by the Company. None of the financial instruments of the Company result in material concentration of credit risk except investment in preference shares/debentures made by the Company in its group companies and loans provided to its group companies.

The credit risk in respect of such investments in preference shares/ debentures and loans are assessed on the basis of the fair value of the respective group companies determined based on their business plans. Also refer note 31 for the details of such instruments.

The carrying value of financial assets represents the maximum credit risk. The maximum exposure to credit risk was '' 30,408.00 crore and '' 12,985.25 crore as at March 31, 2023 and March 31, 2022 respectively, being the total carrying value of investments, loans, trade receivables, balances with bank, bank deposits and other financial assets.

Customer credit risk is managed by each business unit subject to the Company''s established policy, procedures and control relating to customer credit risk management. An impairment analysis is performed at each reporting date on an individual basis for major customers. The Company does not hold collateral as security.

Credit risk from balances with bank and financial institutions is managed by the Company''s treasury department in accordance with the Company''s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments.

In respect of financial guarantees provided by the Company to banks and financial institutions, the maximum exposure which the Company is exposed to is the maximum amount which the Company would have to pay if the guarantee is called upon. Based on the expectation at the end of the reporting period, the Company considers that it is more likely than not that such an amount will not be payable under the guarantees provided.

iii) Liquidity risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company has obtained fund and non-fund based working capital lines from various banks. Furthermore, the Company has access to funds from debt markets through commercial paper programs, non-convertible debentures and other debt instruments. The Company invests its surplus funds in bank fixed deposit and in mutual funds, which carry no or low market risk.

The Company monitors its risk of shortage of funds on a regular basis. The Company''s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans, debentures, preference shares, sale of assets and strategic partnership with investors, etc.

The following table shows a maturity analysis of the anticipated cash flows excluding interest obligations for the Company''s financial liabilities on an undiscounted basis, which therefore differ from both carrying value and fair value.

The Company''s capital management is intended to create value for shareholders by facilitating the meeting of long term and short term goals of the Company.

The Company determines the amount of capital required on the basis of annual business plan coupled with long term and short term strategic investment and expansion plans. The funding needs are met through equity, cash generated from operations and sale of certain assets, long term and short term bank borrowings and issue of non-convertible debt securities and strategic partnership with investors.

For the purpose of the Company''s capital management, capital includes issued equity capital, convertible preference shares and debentures, share premium and all other equity reserves attributable to the equity holders of the Company.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is total debt divided by total capital plus total debt. The Company''s policy is to keep the gearing ratio at an optimum level to ensure that the debt related covenants are complied with (refer note 2.1).

39. Composite Scheme of arrangement

The composite scheme of amalgamation and arrangement for amalgamation of GMR Power Infra Limited (''GPIL'') (''Transferor Company'') with the Company and demerger of Engineering Procurement and Construction (''EPC'') business and Urban Infrastructure Business of the Company (including Energy business) into GMR Power and Urban Infra Limited (''GPUIL'') (''Scheme'') was approved by the Hon''ble National Company Law Tribunal, Mumbai bench (''the Tribunal'') vide its order dated December 22, 2021 (formal order received on December 24, 2021). The said Tribunal order was filed to the Registrar of Companies by Company, GPIL and GPUIL on December 31, 2021 thereby making the Scheme effective on that date. Accordingly, assets and liabilities of the EPC business and Urban Infrastructure business (including Energy business), as approved by the board of directors pursuant to the Scheme stand transferred and vested into GPUIL on April 01, 2021, being the Appointed date as per the Scheme.

Accounting of amalgamation of the Transferor Company into the Company

i) On the Scheme becoming effective on December 31, 2021 (''Effective Date''), the Company had accounted for the amalgamation in accordance with "Pooling of interest method" laid down by Appendix C of Ind AS 103 (Business combinations of entities under common control) notified under the provisions of the Companies Act, 2013.

ii) The entire share capital of the Transferor Company is held by the Company (directly and/ or indirectly through subsidiaries and nominees) and hence no consideration is payable pursuant to the amalgamation. Shares held by the Company, its subsidiaries and nominees in the Transferor Company stand cancelled without any further act, application or deed.

iii) The Company had recorded all the assets, liabilities and reserves of the Transferor Company, vested in the Company pursuant to the Scheme, at their existing carrying amounts.

iv) The loans and advances or payables or receivables or any other investment or arrangement of any kind, held inter se, between the Transferor Company and the Company had been cancelled.

v) The difference between the book value of assets, liabilities and reserves as reduced by the face value of the equity shares issued by the Company and after considering the cancellation of inter-company investments was recorded in other equity of the Company.

Demerger

The said Tribunal order was filed with the Registrar of Companies by the Company, GPIL and GPUIL on December 31, 2021 thereby making the Scheme effective on that date. Accordingly, assets and liabilities of the EPC business and Urban Infrastructure business (including Energy business), as approved by the board of directors pursuant to the Scheme stand transferred and vested into GPUIL on April 01, 2021, being the Appointed date as per the Scheme and effective date being December 31, 2021 (''Effective Date'').

Accounting of demerger of the Demerged Undertaking from the Company

i) On the Scheme becoming effective, all the assets and liabilities pertaining to the Demerged Undertaking (difference between the assets and liabilities hereinafter referred to as "Net assets"), have ceased to be the assets and liabilities of the Demerged Company and transferred to the Company at the carrying value in accordance with the Scheme. Accordingly, such net assets have been de-recognized in the books of the Company with effect from the effective date i.e. December 31, 2021.

(a) The Company has adjusted the difference between the carrying value of assets and liabilities to its reserves in the following order:

(i) adjustments have been first made to de-recognize specific reserve balances pertaining to the Demerged Undertaking, to the extent identifiable.

(ii) after taking effect of (a) above, in case of

(A) unadjusted debits, adjustments shall be made as follows:

1) to securities premium account, to the extent of balance therein; and then

2) to retained earnings.

(B) unadjusted credits, adjustments shall be recognized as capital reserve account.

43. The composite scheme of amalgamation and arrangement for amalgamation of GMR Power Infra Limited (''GPIL'') with the Company and demerger of Engineering Procurement and Construction (''EPC'') business and Urban Infrastructure Business of the Company (including Energy business) into GMR Power and Urban Infra Limited (''GPUIL'') (''Scheme'') was approved by the Hon''ble National Company Law Tribunal, Mumbai bench (''the Tribunal'') vide its order dated December 22, 2021 (formal order received on December 24, 2021). The said Tribunal order was filed to the Registrar of Companies by Company, GPIL and GPUIL on December 31, 2021 thereby making the Scheme effective. Accordingly, assets and liabilities of the EPC business and Urban Infrastructure business (including Energy business), as approved by the board of directors pursuant to the Scheme stand transferred and vested into GPUIL on April 01, 2021, being the Appointed date as per the Scheme. The Standalone financial statements of the Company do not have any impact of the Composite Scheme, however as per the applicable Ind AS, the EPC business and Urban Infrastructure Business (including Energy business) have been classified for all periods presented as discontinued operations.

44. The Board of directors in its meeting held on March 19, 2023 had approved, a detailed Scheme of Merger of GAL with GIDL followed by merger of GIDL with the Company. The Scheme is subject to the receipt of requisite approvals from, the Securities and Exchange Board of India (''SEBI''), through the stock exchanges, the Reserve Bank of India, the National Company Law Tribunal (''NCLT''), other statutory and regulatory authorities under applicable laws and respective shareholders and creditors. Subsequent to the financial year ended March 31, 2023, the Company has filed the Scheme with stock exchanges for their approval.

45. The Company is in the process of conducting a transfer pricing study as required by the transfer pricing regulations under the IT Act (''regulations'') to determine whether the transactions entered during the year ended March 31, 2022, with the associated enterprises were undertaken at "arm''s length price". The management confirms that all the transactions with associated enterprises are undertaken at negotiated prices on usual commercial terms and is confident that the aforesaid regulations will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

46. The Code of Social Security, 2020 ("Code") relating to employee benefits during employment and post employment received Presidential assent in September 2020. Subsequently the Ministry of Labour and Employment had released the draft rules on the aforementioned code. However, the same is yet to be notified. The Company will evaluate the impact and make necessary adjustments to the financial statements in the period when the code will come into effect.

47. Previous year''s figures have been regrouped/ reclassified, wherever necessary to confirm to current year''s classification.

48. Certain amounts (currency value or pecentages) shown in the various tables and paragraphs included in the standalone financial statements have been rounded off or truncated as deemed appropriate by company.


Mar 31, 2022

1. Details of investments pledged at face value as security in respect of the loans availed by the Company and the investee Companies. Also refer note 15.

2. The management of the Company along with GMR Airports Limited (GAL) and other shareholders of GAL, a subsidiary Company (together referred as "GMR Group") had signed a share subscription and share purchase agreement with Aeroports DE Paris S.A. (ADP) for stake sale in GAL on February 20, 2020. Pursuant to consummation of the same, ADP would hold 49% stake (directly and indirectly) in GAL for an equity consideration of '' 10,780.00 crore, valuing GAL at the base post money valuation of '' 22,000.00 crore. The equity consideration comprises of:

• '' 9,780.00 crore towards secondary sale of shares by GMR Group; and

• '' 1,000.00 crore equity infusion in GAL

In addition, ADP had also pegged Earn-outs upto '' 4,475.00 crore linked to achievement of certain agreed operating performance metrics as well as on receipt of certain regulatory clarifications. The successful consummation of earnouts, could increase, GAL''s valuation on post money basis to '' 26,475.00 crore and the GMR Group stake in GAL to ~59%. The GMR Group will retain management control over the Airports Business with ADP having customary rights and board representation at Company and its key subsidiaries.

The first tranche of '' 5,248.00 crore for 24.99% shares of GAL (primarily through buyout of GMR Infra Services Limited (GISL)

via primary infusion of equity) had been completed on February 24, 2020. The second and final tranche of '' 5,532.00 crore (including primary of '' 1,000.00 crore in GAL) was subject to regulatory approvals, consents and other approvals.

Since March 31, 2020, the outbreak of COVID-19 and related global responses have caused material disruptions to businesses around the world, leading to an economic slowdown. Despite unprecedented adverse conditions, on July 7, 2020 the GMR Group had successfully completed the transaction with ADP with slight modifications. As per the revised Share Purchase Agreement ("Revised SPA"), the second tranche of the investment for 24.01% of GAL has been structured in two parts:

• A firm amount, immediately paid at Second closing, for a total of '' 4,565.00 crore, including '' 1,000.00 crore equity infusion in GAL.

• Earn-outs amounting to '' 1,060.00 crore, subject to the achievement of certain performance related targets by GAL upto the financial year ended March 31, 2024.

Accordingly, ADP has increased earn-outs for GMR Group which are now pegged at up to '' 5,535.00 crore compared to the earlier '' 4,475.00 crore. These additional Earn-outs of '' 1,060.00 crore are linked to the achievement of certain agreed EBITDA metrics/ levels.

Pursuant to the Revised SPA, the Second Closing was concluded

on July 7, 2020 and the entire amount of '' 4,565.00 crore towards

second and final tranche payment from ADP has been received.

The aforesaid amount is received as;

- '' 1,000.00 crore by GAL against fresh issue of equity shares

- '' 3,519.00 crore by the Company as sales consideration for 440,834,325 equity shares of GAL

- '' 46.00 crore by DSL as sales consideration for 6,989,926 equity shares of GAL

3. Non-cumulative compulsorily convertible preference shares

a) During the year ended March 31, 2020 GAL had issued 273,516,392 (197,743,603 to the Company) non-cumulative compulsorily convertible preference shares (''Bonus CCPS Series A'') each having a face value of '' 10 each, for an aggregate face value of '' 273.52 crore as per the terms of Shareholders'' Agreement ("SHA") dated February 20, 2020 between the Company, Aeroports de Paris S.A. (''ADP''), GAL, and GMR Infra Services Limited (''GISL''), and the Share Subscription and Share Purchase Agreement dated February 20, 2020 ("SSPA") entered into among ADP, GAL, GIDL, GISL and Company. ADP has pegged Earn-outs upto '' 4,475.00 crore linked to achievement of certain agreed operating performance metrics as well as on receipt of certain regulatory clarifications as specified in SHA by way of conversion of these Bonus CCPS.

These Bonus CCPS Series A are convertible into equity shares of GAL no later than November 15, 2024, based on the conversion formula as defined in the SHA. These Bonus CCPS Series A are non-cumulative in nature and each Bonus CCPS Series A holder shall is entitled to dividend of 0.001% per annum declared on each Bonus CCPS Series A. Further, these Bonus CCPS Series A are not redeemable and there is no obligation on GAL to redeem such Bonus CCPS Series A.

b) During the year ended March 31, 2021, GAL had issued 5,08,01,774 (37,837,162 to the Company) non-cumulative compulsorily convertible preference shares (''Bonus CCPS Series B''), 42,334,812 (31,530,968 to the Company) noncumulative compulsorily convertible preference shares (''Bonus CCPS Series C'') and 76,202,661 (56,755,742 to the Company) non-cumulative compulsorily convertible preference shares (''Bonus CCPS Series D'') each having a face value of '' 10 each, for an aggregate face value of '' 169.34 crore as per the terms of the amended agreement to Shareholders'' Agreement ("Amended SHA") dated February 20, 2020 executed on July 7, 2021 between the Company, ADP, GAL and GISL, and the Share Subscription

and Share Purchase Agreement dated February 20, 2020 ("SSPA") entered into between ADP, GAL, GISL and the Company. These Bonus CCPS Series B, Bonus CCPS Series C and Bonus CCPS Series D are convertible into such number of equity shares in accordance with the terms of the Amended SHA which are dependent on the consolidated target EBIDTA of GMR Airports Limited for the financial years ended March 31, 2022, March 31, 2023 and March 31, 2024 respectively and upon conversion of Bonus CCPS Series B, Bonus CCPS Series C and Bonus CCPS Series D, 49% of such converted shares shall be acquired by ADP from the Company.

These Bonus CCPS Series B, Bonus CCPS Series C and Bonus CCPS Series D are non-cumulative in nature and holders of each Bonus CCPS Series B, Bonus CCPS Series C and Bonus CCPS Series D shall be entitled to dividend of 0.001% per annum declared on each of these. Further, these Bonus CCPS Series B, Bonus CCPS Series C and Bonus CCPS Series D are not redeemable and there is no obligation on GAL to redeem such Bonus CCPS Series B, Bonus CCPS Series C and Bonus CCPS Series D.

c) Further all CCPS Series A, CCPS Series B, CCPS Series C and CCPS Series D are directly or indirectly held by the Company.

d) (i) The operations of the investee entities were impacted

by Covid-19 pandemic and while the Management believes that such impact is short term in nature and does not anticipate any long term impact on business prospects considering the recovery seen in the past as well as during the current quarter. The Company based on its assessment of the business/ economic conditions and liquidity position for the next one year, expects to recover the carrying value of investments, and accordingly no material adjustments are considered necessary in these standalone financial statements. The impact of the COVID-19 pandemic might be different from that estimated as at the date of approval of these standalone financial statements and the Company will closely monitor any material changes to the future economic conditions. Also refer note 46 (a)

(ii) Further, fair value of investments in equity shares and Compulsorily Convertible Preference shares of GAL are also subject to likely outcome of ongoing litigations and claims pertaining to DIAL and GHIAL as follows:

• Ongoing arbitration between DIAL and Airports Authority of India (''AAI'') in relation to the

payment of Monthly Annual fees for the period till the operations of DIAL reach pre COVID 19 levels. Basis an independent legal opinion obtained by the management of DIAL, DIAL is entitled to be excused from making payment of Monthly Annual fee under article 11.1.2 of OMDA to AAI on account of occurrence of Force Majeure Event under Article 16.1 of OMDA, till such time the Company achieves level of activity prevailing before occurrence of force majeure. In view of the above, the management has not considered the Annual Fee payable to AAI for the years ended March 31, 2021 and March 31, 2022 in the cash flows used for the purposes of estimation of the fair value of investment made by the Company in DIAL through GAL.

• Consideration of Cargo, Ground Handling and Fuel farm (''CGHF'') income as part of nonaeronautical revenue in determination of tariff for the third control period by Airport Economic Regulatory Authority (''AERA'') in case of GHIAL. GHIAL has filed appeal with Telecom Disputes Settlement Appellate Tribunal (''TDSAT'') and during the previous year, the adjudicating authority, TDSAT, in its disposal order dated March 06, 2020 has directed AERA to reconsider the issue afresh while determining the aeronautical tariff for the Third Control Period commencing from April 01, 2021. In July 2020, GHIAL has filed an application with AERA for determination of aeronautical tariff for the third control period commencing from April 1, 2021 to March 31, 2026 wherein it has contended that CGHF income shall be treated as non-aero revenue. The management has also obtained legal opinion according to which GHIAL position is appropriate as per terms of concession agreement (between GHAIL and Ministry of Civil Aviation) and AERA Act, 2008.

e) During the year ended March 31, 2021, the Company had acquired 68,351,749 non-cumulative compulsorily convertible preference shares (''Bonus CCPS A''), 12,695,362 non-cumulative compulsorily convertible preference shares (''Series Bonus CCPS B''), 10,579,469 non-cumulative compulsorily convertible preference shares (''Series Bonus CCPS C'') and 19,043,045 non-cumulative compulsorily convertible preference shares (''Series Bonus CCPS D'') each having a face value of '' 10 each for consideration of '' 110.05 crore from GISL.

f) During the year ended March 31, 2021, the Company had acquired 5,981,813 non-cumulative compulsorily convertible preference shares (''Bonus CCPS A)'' from Welfare Trust of GIL Employees.

4. The Company had invested in GGAL which has further invested in step down subsidiaries and joint ventures. Also, the Company together with GGAL and GMR Energy Projects Mauritius Limited has investments in GMR Energy Limited ("GEL") amounting to Nil (March 31,2021: '' 1,272.32 crore) and has outstanding loan (including accrued interest) amounting to Nil (March 31, 2021: '' 709.01 crore) in GEL. GEL and GGAL have certain underlying subsidiaries/ associates/ joint ventures which are engaged in energy sector including mining operations. GEL, GGAL and some of the underlying subsidiaries/ associates/ joint ventures as further detailed in note 5,6,7,8 and 9 below have been incurring losses resulting in substantial erosion in their net worth. Based on its internal assessment with regard to future operations and valuation assessment by an external expert during the year ended March 31, 2021, the management of the Company had fair valued its investments and for reasons as detailed in foot note 5,6,7,8 and 9 below, the management is of the view that the fair values of the Company''s investments in GGAL and GEL are appropriate. Also refer foot note 11 (i) (d) below

5. GMR Warora Energy Limited (''GWEL''), a subsidiary of GEL, is engaged in the business of generation and sale of electrical energy from its coal based power plant of 600 MW situated at Warora. GWEL, has accumulated losses of '' 703.86 crore as at March 31, 2021 which has resulted in substantial erosion of GWEL''s net worth. GWEL had claimed compensation for coal cost pass through and various "change in law" events from its customers under the Power Purchase Agreements (''PPA'') and has filed petitions with the regulatory authorities for settlement of such claims in favour of GWEL. GWEL has trade receivables, other receivables and unbilled revenue (including claims) of '' 714.72 crore which are substantially pending receipt. Based on certain favorable interim regulatory orders, the management is confident of a favorable outcome towards the outstanding receivables.

Further, GWEL received notices from one of its customer disputing payment of capacity charges of '' 132.01 crore for the period March 23, 2020 to June 30, 2020 as the customer had not availed power during the said period sighting force majeure on account of COVID 19 pandemic. GWEL responded and clarified that the said sitauation is not covered under force majeure clause in view of the clarification by the Ministry of Power stating that Discoms will have to comply with the obligation to pay fixed capacity charges as per PPA. The customer is of the view that the aforesaid clarification by the Ministry of Power cannot override the terms of the PPA and continue to dispute the payment thereof. Accordingly, during the period ended March 31, 2021, GWEL filed petition with Central Electricity Regulatory Commission (''CERC'') for settlement of the dispute. The management based on its internal assessment and petition filed with CERC, is of the view that the aforesaid capacity charges are fully recoverable. Further, in view of the ongoing COVID-19 pandemic and expiry of the PPA with one of the customer availing 200 MW of power in June 2020 and a consequent cancellation of the fuel supply agreement, there could be impact on the future business operations, financial position and future cash flows of GWEL. However, GWEL has certain favourable interim orders towards the aforementioned claims. Further during the quarter ended December 31, 2020, GWEL basis the requisite approval of the lenders, has invoked resolution process as per Resolution Framework for COVD-19 related stress prescribed by RBI on December 30, 2020 in respect of all the facilities (including fund based, non-fund based and investment in non-convertible debentures) availed by GWEL as on the invocation date. In this regard, all the lenders of GWEL have entered into an Inter Creditors Agreement (''ICA'') on January 21, 2021 and a Resolution Plan is to be implemented within 180 days from the invocation date in accordance with the framework issued by RBI, which is still under progress.

The management of GWEL expects that the plant will generate sufficient profits in the future years and will be able to recover the receivables and based on business plans and valuation assessment by an external expert during the year ended March 31, 2021, considering key assumptions such as capacity utilization of plant in future years based on current levels of utilization including merchant sales and sales through other long term PPA''s and management''s plan for entering into a new longterm PPA to replace the PPA earlier entered with one of its customers which has expired in June 2020 and the pending outcome of the debt resolution plan with the lenders of GWEL, the management of the GEL is of the view that the carrying value of the net assets in GWEL by GEL as at March 31, 2021 is appropriate. Also refer footnote 11 (i) (d) below.

6. GWEL entered into a PPA with Maharashtra State Electricity Distribution Company Limited (''MSEDCL'') on March 17, 2010 for sale of power for an aggregate contracted capacity of 200 MW, wherein power was required to be scheduled from power plant''s bus bar. MSEDCL disputed the place of evacuation of power with Maharashtra Electricity Regulatory Commission (''MERC''), wherein MERC has directed GWEL to construct separate lines for evacuation of power through State Transmission Utility (''STU'') though GWEL was connected to Central Transmission Utility (''CTU''). Aggrieved by the MERC Order, GWEL preferred an appeal with APTEL. APTEL vide its interim Order dated February 11, 2014 directed GWEL to start scheduling the power from GWEL''s bus bar and bear transmission charges of interstate transmission system towards supply of power. GWEL in terms of the interim order scheduled the power from its bus bar from March 17, 2014 and paid inter-state transmission charges. APTEL vide its final Order dated May 8, 2015 upheld GWEL''s contention of scheduling the power from bus bar and directed MSEDCL to reimburse the inter-state transmission charges hitherto borne by GWEL as per its interim order. Accordingly, GWEL has raised claim of '' 611.58 crore towards reimbursement of transmission charges from March 17, 2014 till March 31, 2021. MSEDCL preferred an appeal with Hon''ble Supreme Court of India and the matter is pending conclusion.

In view of the favorable Order from APTEL, rejection of stay petition of MSEDCL by the Hon''ble Supreme Court of India, receipt of substantial amount towards reimbursement of transmission charges and also considering the legal opinion received from legal counsel that GWEL has tenable case with respect to the appeal filed by MSEDCL against the said Order which is pending before Hon''ble Supreme Court of India, GWEL has recognized the reimbursement of transmission charges of '' 611.58 crore relating to the period from March 17, 2014 to March 31, 2021 (including '' 75.81 crore for the year ended March 31, 2021) in the financial statement of GWEL. Also refer footnote 11 (i) (d) below.

7. GMR Kamalanga Energy Limited (''GKEL''), a joint venture of GEL is engaged in development and operation of 3*350 MW under Phase I and 1*350 MW under Phase II, coal based power project in Kamalanga village, Orissa and has commenced commercial operation of Phase I of the project. GKEL has accumulated losses of '' 1,813.41 crore as at March 31, 2021, which has resulted in substantial erosion of GKEL''s net worth due to operational difficulties faced during the early stage of its operations. Further, GKEL has trade receivables, other receivables and unbilled revenue (including claims) of '' 1,418.05 crore as at March 31, 2021, for coal cost pass through and various "change in law" events from its customers under the PPAs and have filed petitions with the regulatory authorities for settlement of such claims in favour of GKEL. The payment from the customers against the claims is substantially pending receipt. Based on certain favorable interim regulatory orders with regard to its petition for ''Tariff Determination'' and ''Tariff Revision'' with its customers, the management is confident of a favorable outcome towards the outstanding receivables of GKEL.

GKEL in view of the Supreme Court Order in Energy Watchdog vs CERC and others and CERC order in its own case for Haryana Discoms had sought legal opinion from the legal counsel on certainty of the claims with Bihar Discoms. Considering opinion received from legal counsels that GKEL has good tenable case with virtual certainty with respect to coal cost pass through and

favourable Order from APTEL dated March 21, 2018 and CERC judgment in GKEL''s own case for Haryana Discoms where the computation methodology of coal cost pass through was decided, the management was virtually certain on receipt of the GKEL''s claim of revenue on coal cost pass through and was of the opinion that no contingency was involved in this regard. GKEL has now received a favorable order on September 16, 2019 whereby the CERC has allowed the coal cost pass through to be charged to the Bihar Discom, based on a certain methodology. However, GKEL has filed a review petition with Hon''ble Appellate Tribunal for Electricity dated November 14, 2019 against this methodology on the grounds that the methodology stated in this order, even though favorable, is contradictory to the methodology stated in the earlier order of CERC in GKEL''s case with Haryana Discom. Accordingly, GKEL continued to recognize the income on Coal Cost Pass Through claims of '' 17.78 crore for the year ended March 31, 2021.

GKEL has accounted for transportation cost of fly ash as change in law event as the same was agreed in principle by CERC vide Order 131/MP/2016 dated February 21,2018 and on March 22, 2021 in case no 405/MP/2019, CERC allowed to recover ash transportation costs including GST from Bihar and Haryana Discoms. Similarly CERC in its order dated April 8, 2019 has allowed Maithan Power Limited in case no - 331/MP/2018 to recover the actual ash disposal expenses from its beneficiaries (DVC).

Based on the above orders of CERC, the Company has recognised revenue amounting to '' 13.40 crore for GRIDCO during the year ended March 31, 2021 post complying with the conditions mandated in this regard. GKEL has filed petition with CERC for determination of compensation of transportation charges of fly ash as per Order.

Further, as detailed below there are continuing litigation with SEPCO Electric Power Construction Corporation (SEPCO) (''Capital Creditors'') which are pending settlement. Further, during the year, GKEL has won the bid for supply of balance 150 MW to Haryana Discom. GKEL has signed fuel supply agreement with Coal India Limited for supply of coal from its Mahanadi Coal Field Mines for 0.36 crore ton which is within a distance of 15 KM from the plant site. In addition to above, GKEL has won the bid (Shakti-III) for supply of 0.04 crore ton of coal for balance 150 MW.

Further, during the year ended March 31, 2020, as part of the strategic initiatives being undertaken by the management to ensure liquidity and timely payment of its obligations, the management of the Company, entered into share purchase agreement with JSW Energy Limited for sale of its equity stake in GKEL. However, during the year, the said transaction has been called off due to uncertainties on account of COVID-19

pandemic.

Further, GKEL had entered into an agreement with SEPCO in 2008 for the construction and operation of coal fired thermal power plant. There were certain disputes between the parties in relation to the delays in construction and various technical issues relating to the construction and operation of the plant. SEPCO served a notice of dispute to GKEL in March 2015 and initiated arbitration proceedings. The Arbitral Tribunal has issued an opinion (the Award) on September 07, 2020 against GKEL. Since there were computation/ clerical / typographical errors in the Award, both parties (GKEL and SEPCO) immediately applied for correction of the award under Section 33 of the Arbitration & Conciliation Act 1996 (as amended). The Arbitral Tribunal considered the applications of both the parties and has pronounced the corrected award on November 17, 2020. GKEL already accounted for the aforementioned liability in excess of the amount as per the award pertaining to the books, representing the retention money, unpaid invoices and the Bank Guarantee revoked. GKEL has challenged the award under section 34 of the Arbitration and Conciliation Act, 1996 before the Hon''ble High Court of Orissa on February 15, 2021. Based on the legal opinion obtained, GKEL has good arguable case under section 34 of the Act to challenge the Award and seek setting aside of the same as thus they are not expecting cash outflow in this matter.

In view of these matters, business plans (including expansion and optimal utilization of existing capacity, rescheduling/ refinancing of existing loans at lower rates), valuation assessment by an external expert during the year ended March 31, 2021, the management is of the view that the carrying value of the investments in GKEL held by GEL as at March 31, 2021 is appropriate. Also refer footnote 11 (i) (d) below.

8. In view of lower supplies / availability of natural gas to the power generating companies in India, GREL, GMR Vemagiri Power Generation Limited (''GVPGL''), a subsidiary of GEL and GEL are facing shortage of natural gas supply and delays in securing gas linkages. As a result, GEL has not generated and sold electrical energy since April 2013. GREL and GVPGL emerged as successful bidders in the auction process organised by the Ministry of Power and operated on an intermittent basis from August 2015 and October 2015 respectively till September 2016 by using Re-gasified Liquefied Natural Gas (''RLNG'') as natural gas. These entities have ceased operations and have been incurring losses including cash losses on account of the aforesaid shortage of natural gas supply.

(i) GREL had not commenced commercial operations pending linkages of natural gas supply from the Ministry of Petroleum and Natural Gas till the period ended September 30, 2015. As a result, the consortium of lenders of GREL

decided to implement Strategic Debt Restructuring Scheme (''SDR Scheme''). Pursuant to the scheme, borrowings aggregating to '' 1,308.57 crore and interest accrued thereon amounting to '' 105.42 crore was converted into equity shares of GREL for 55% stake in equity share capital of GREL and the Company and GGAL have given a guarantee of '' 2,571.71 crore to the lenders against the remaining debt. Under the SDR Scheme, the bankers had to find new promoters for GREL within the period as prescribed under the scheme, which expired during the year ended March 31, 2018. Consequent to the SDR and the conversion of loans into equity share capital by the consortium of lenders, GREL ceased to be a subsidiary of the Company and has been considered as associate as per the requirements of Ind AS -28.

During the year ended March 31, 2019, considering that GREL continued to incur losses in absence of commercial operations, the consortium of lenders has decided to implement a revised resolution plan which has been approved by all the lenders and accordingly the lenders have restructured the debt. The Company along with its subsidiaries has provided guarantees to the lenders against the servicing of sustainable debts having principal amounting to '' 1,119.54 crore and all interests there on, including any other obligation arising out of it and discharge of the put option in regard to Cumulative Redeemable Preference Shares (''CRPS'') (unsustainable debt) amounting to '' 940.59 crore, if any exercised by the CRPS lenders, as per the terms of the revised resolution plan. Also refer footnote 11 (i) (d) below.

(ii) During the year ended March 31, 2018, pursuant to the appeal filed by Andhra Pradesh Discoms (''APDISCOMs''), the Hon''ble Supreme Court held that RLNG is not natural gas and accordingly GVPGL cannot be entitled for capacity charges based on availability declaration for generation of power on the basis of RLNG. GVPGL had also filed petition claiming losses of '' 447.00 crore pertaining to capacity charges pertaining to period 2006 to 2008 before Andhra Pradesh Electricity Regulatory Commission (''APERC''). Over the years, the case was heard for deciding the jurisdiction to adjudicate the proceedings. During the year ended March 31, 2019, the Hon''ble High Court of Andhra Pradesh passed its Judgment and held that the Central Electricity Regulatory Commission (''CERC'') has the jurisdiction to adjudicate the aforesaid claims of GVPGL. Further, during the year ended March 31, 2020, the Andhra Pradesh DISCOMs (APDISCOMs'') appealed against, the aforesaid judgement before the Hon''ble Supreme Court. The Supreme Court vide its order dated February 4, 2020

dismissed the aforesaid petition of the DISCOMs and held that CERC will have jurisdiction to adjudicate the disputes in the present case and directed CERC to dispose off the petition filed before it within six months. The matter is pending to be heard before the CERC as at March 31, 2021.

Additionally, during the year ended March 31, 2020, in case of GVPGL''s litigation with APDISCOMs, wherein APDISCOMS refused to accept declaration of capacity availability on the basis of deep water gas citing that natural gas for the purpose of PPA does not include Deep Water Gas and consequent refusal to schedule power from GVGPL and pay applicable tariff including capacity charges, CERC has passed order dated January 28, 2020, declaring that natural gas for the purpose of PPA includes Deep Water Gas. Accordingly, GVGPL is entitled to claim capacity charges from APDISCOMs from October 2016 based on availability declaration for generation of power on the basis of deep water gas, along with late payment surcharge.

GVGPL has calculated a claim amount of '' 741.31 crore for the period from November 2016 till February 2020. GVPGL has not received any of the aforesaid claims and is confident of recovery of such claims in the future based on CERC order. Also refer footnote 11 (i) (d) below.

(iii) During the year ended March 31, 2020, GEL entered into a Sale and Purchase Agreement with a prospective buyer for a consideration of USD 1.55 crore for sale of the Barge Mounted Power Plant (''Barge Plant'') on as is where is basis, out of which USD 0.30 crore has been received till March 31, 2020. The transaction was expected to be completed by May 31, 2020. However, the dismantling work is on hold due to COVID-19. However, the management is confident of completing the transfer of Barge Plant during the financial year ended March 31,2022. Since the estimate of realizable value amounting '' 112.01 crore done by the management as at March 31, 2021 is consistent with the consideration for the Barge Plant as per the agreement, no further impairment charge is required. Also refer footnote 11 (i) (d) below.

(iv) Further, the management of the Company is evaluating various approaches / alternatives to deal with the situation and is confident that Government of India (''GoI'') would take further necessary steps / initiatives in this regard to improve the situation regarding availability of natural gas from alternate sources in the foreseeable future. The management of the Company carried out a valuation assessment of GREL and GVPGL during the year ended March 31, 2021 which includes certain assumptions relating to availability and pricing of domestic and imported gas,

future tariff, tying up of PPA, realization of claims for losses incurred in earlier periods and current period from the customer and other operating parameters, which it believes reasonably reflect the future expectations from these projects. The business plan of GREL considered for valuation assessment has been approved by the consortium of lenders at the time of execution of the resolution plan. The management of the Company will monitor these aspects closely and take actions as are considered appropriate and is confident that these gas based entities will be able to generate sufficient profits in future years and meet their financial obligations as they arise and GEL will be able to dispose off the Barge Power Plant as per the aforementioned Sale and Purchase agreement. Based on the aforementioned reasons, claims for capacity charges and business plans, the management is of the view that the carrying value of the investment in GVPGL by GEL as at March 31, 2021 is appropriate. The Company has provided for its investment in full in GREL and the management is confident that no further obligation would arise for the guarantees provided to the lenders against the servicing of sustainable and unsustainable debts. Also refer footnote 11 (i) (d) below.

9. GBHPL a subsidiary of GEL, is in the process of setting up 300 MW hydro based power plant in Alaknanda River, Chamoli District of Uttarakhand. The Hon''ble Supreme Court of India (''the Court''), while hearing a civil appeal in the matters of Alaknanda Hydro Power Company Limited, directed vide its order dated May 7, 2014 that no further construction work shall be undertaken by the 24 projects coming up on the Alaknanda and Bhagirathi basins until further orders. Further, during the year ended March 31, 2016, Ministry of Environment Forest and Climate Change (''MoEF'') has represented to the Supreme Court of India that of the six hydro projects in Uttarakhand, two projects including GBHPL requires certain design modifications as per the policy stipulations. During the year ended March 31, 2018, the validity of Environmental Clearance (''EC'') granted to GBHPL by the MoEF ceased to exist. Pursuant to an application made by GBHPL, the MoEF vide its letter dated April 17, 2018, proposed to extend the EC granted to GBHPL for a period of 3 years, subject to the final outcome of the matter pending before the Court. Based on its internal assessment and a legal opinion, the management of GBHPL is confident of obtaining the requisite clearances and based on business plan and a valuation assessment carried out by an external expert during the year ended March 31, 2021, the management of the Company is of the view that the carrying value of the investments in GBHPL by GEL as at March 31, 2021 is appropriate. Also refer footnote 11 (i) (d) below.

10. The Company through its subsidiary GMR Coal Resources Pte. Limited (''GCRPL'') had investments of Nil (March 31, 2021: '' 3,703.92 crore) in PT Golden Energy Mines Tbk (''PTGEMS''), an associate as at March 31, 2021. PTGEMS along with its subsidiaries is engaged in the business of coal mining and trading activities. The cost of investments is significantly higher than the book value of assets of PTGEMS and includes certain future benefits including Coal Supply Agreement (''CSA'') of GCRPL with PTGEMS whereby the Company along with its subsidiaries is entitled to offtake stated quantity of coal as per the terms of the CSA at an agreed discount other than profit from mining operations. Though the shares of PTGEMS are listed on the overseas exchanges, the management is of the view that the quoted prices are not reflective of the underlying value of the mines as in the past few years the shares have been very thinly traded. Based on profitable mining operations, ramp up of production volumes and other assumptions around off take at a discounted price and trading thereof considered in valuation assessment carried out by an external expert during the year ended March 31, 2020, the management believes that the carrying value of aforesaid investments in PTGEMS as at March 31, 2021 is appropriate. Also refer footnote 11 (i) (d) below.

11. i) During the year ended March 31, 2022:

a) The Company had sold 126,600,252 equity shares (9% stake) of '' 10 each of GAL to GIDL for a consideration of '' 1,857.10 crore. The sales consideration was received/adjusted as under;

- '' 1800.00 crore in form of 18,000, 0.001% unsecured compulsorily convertible debentures of GIDL having face value of '' 1,000,000 each,

- '' 57.10 crore adjusted against the loan taken by the Company from GIDL.

b) The Company had purchased 36,438,940 equity shares (100% stake) of '' 10 each of Raxa Security Services Limited (RAXA) from GMR Aerostructre Services Limited (GASL) for a consideration of '' 216.10 crore.

c) The Company had purchased 30,500 equity shares of USD 1 each of GMR Airports International B.V (GAIBV) for a consideration of '' 0.23 crore.

d) These investments of the EPC business and Urban Infrastructure business (including Energy business), as approved by the board of directors pursuant to the composite scheme of arrangement stand transferred and vested into GPUIL on April 1, 2021, being the Appointed date as per the Scheme. For detailed disclosure also refer note 41.

e) 15,000,000 8% non-cumulative redeemable

preference shares of '' 10 each issued by GCAPL and equity component of preference shares has been impaired.

ii) During the year ended March 31, 2021:

a) GGAL (''the Transferee Company''), a subsidiary of the Company had applied for confirmation / approval of scheme of merger / amalgamation and capital reduction (''the Scheme'') with its wholly owned subsidiaries GMR GENCO Assets Limited, GMR Kakinada Energy Private Limited and GMR Coastal Energy Private Limited and partly owned subsidiaries SJK Powergen Limited and GMR Power Corporation Limited (collectively referred to as the ''Transferor Companies''). The appointed date of merger / amalgamation is March 31, 2019. The scheme was filed with the Hon''ble Regional Director, Mumbai (RD). Necessary approvals from shareholders and creditors (vide NOCs) were obtained and submitted with the office of RD. The RD filed its report dated February 20, 2020 with National Company Law Tribunal, Special Bench, Mumbai (''NCLT'') and NCLT passed the order approving the Scheme on March 13, 2020. Pursuant to the Scheme, financial statements of GGAL have been prepared on merged basis with effect from March 31, 2019 in accordance with the accounting treatment prescribed in the Scheme. Further, as per the Scheme, GGAL''s issued, subscribed and paid-up equity share capital has been reduced from '' 6,323.25 crore (comprising of 6,323,250,226 equity shares of '' 10 each) to '' 723.25 crore (comprising of 723,250,226 equity shares of '' 10 each) by way of cancelling and extinguishing 5,600,000,000 fully paid up equity shares of '' 10 each out of which 5,599,557,367 pertains to shares held by the Company. The shareholders whose share capital has been reduced have been paid a total sum of '' 60 crore in the proportion of their shareholding in GGAL as the consideration.

b) The Company had sold 1,165,330,644 equity shares of '' 10 each of GAL to GIDL for a consideration of '' 2,112.05 crore. The sales consideration was received/ adjusted as under;

- '' 990.00 crore in form of 9,900, 0.001% unsecured compulsorily convertible debentures of GIDL having face value of '' 1,000,000 each,

- '' 619.00 crore adjusted against the loan taken by the Company from GIDL and balance amount is received as cash.

c) GGAL had converted 492,102,500, 0.01% compulsorily convertible cumulative preference shares of '' 10 each held by the Company into 492,102,500 equity share of '' 10 each. Further, GGAL has issued 402,000,000 equity shares of '' 10 each to the Company against other receivables of '' 402.00 crore.

d) In April 2019, Tenaga Nasional Berhad through its wholly-owned subsidiary TNB Topaz Energy SDN (hereinafter together with Tenaga referred to as "TNB") had invested '' 105.60 crore in the form of 105,600,000 Compulsorily Convertible debentures ("TNB CCDs") of '' 10 each with a commitment to fund a second tranche of '' 120.00 crore, subject to the fulfilment of agreed conditions precedent specified in the subscription agreement entered between TNB and the Company (TNB Subscription Agreement) to the satisfaction of TNB in GMR Bajoli Holi Hydropower Private Limited for the under-development Bajoli Holi hydro-power project. Pursuant to the TNB Subscription Agreement, the Company had granted a put option to the TNB on the TNB CCDs which is exercisable against the Company under agreed circumstances at fair value. During the year ended March 31, 2020, TNB had issued a notice for excise of put options granted by the Company on the ground of trigger of certain conditions as prescribed in TNB Subscription Agreement. Consequently, subsequent to the year end, the Company has entered into a settlement agreement with TNB pursuant to which the Company has acquired aforesaid CCDs.

e) GSPHL had converted (a) 0% 13,826 Compulsorily Convertible Debentures (CCD) of '' 100,000 each, (b) 0% 21,200,000 Compulsorily Convertible Debentures of '' 10 each and (c) 0 % 100 Compulsorily Convertible Debentures of '' 10,000,000 each, aggregating to '' 259.46 crores into 0.01% Optionally Convertible debentures (OCDs). After Conversion, GSPHL had redeemed all OCD''s for a consideration of '' 199.70 crores. Against aforementioned consideration, the company had received '' 34.44 crore during the year and '' 166.70 crore have been adjusted against the liability of the Company. Also refer note 5 (13).

f) The redemption date of 15,000,000 8% noncumulative redeemable preference shares of '' 10 each issued by GCAPL have been extended for further period of 9 years at mutually agreed terms and conditions. Considering the extention, equity component of preference shares amounting to '' 7.12 crore has been recognized.

g) The Company has sold 154 equity shares of Mrf 10 each of GMIAL for consideration of '' 0.00 crores (Rs 23,725)

h) DPPL has redeemed 15, 0.1% unsecured optionally convertible cumulative debentures of '' 1,000,000 each

12. The Company does not hold any shares in these entities. The value of investment represents investments in additional equity on account of financial guarantees/ loans.

13. The Company had signed definitive share sale and purchase agreement (''SSPA'') on September 24, 2020 which had been subsequently amended on March 31,2021 for the sale of equity owned by its wholly owned subsidiary GMR SEZ & Port Holdings Limited ("GSPHL") (now part of discontinued business pursuant to the scheme as mentioned in note 41) of its entire 51% stake in Kakinada SEZ Limited ("KSEZ") to Aurobindo Realty and Infrastructure Private Limited ("ARIPL"). As part of the transfer of stake of KSEZ ("transaction"), the 74% equity stake of Kakinada Gateway Port Limited ("KGPL") held by KSEZ would also be transferred to ARIPL. The consideration for the aforementioned transaction comprised of '' 1,692.03 crore upfront payment to be received on or before the closing date and '' 1,027.18 crore to be received in next 2 to 3 years from the transaction date

which is contingent upon achievement of certain agreed milestones primarily related to the sale of 2,500 acres of the land parcels by KSEZ at specified prices during the financial years ended March 31, 2022 and March 31, 2023.

The said transaction was subject to Conditions Precedent as specified in SSPA. Pursuant to the satisfaction of such conditions precedent, entire amount of upfront consideration has been received from ARIPL till date of approval of these standalone audited financial results. Accordingly, during the quarter ended March 31, 2021 Company had recognized exceptional loss of '' 95.00 crore and loss of '' 490.00 crore in other comprehensive income in the quarter ended March 31, 2021 in relation to the said transaction.

The Company expects in next 2-3 years there will be significant development in the Kakinada SEZ which includes the development of Bulk Drug Park, Commercial Sea port, establishment of various port-based industries, manufacturing industries, development of new International Airport in Bhogapuram.

14 This includes shares held by others on behalf of the Company (now part of discontinued business pursuant to the scheme as mentioned in note 41).

b. Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of '' 1 per share. Every member holding equity shares therein shall have voting rights in proportion to the member''s share of the paid up equity share capital. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors if any is subject to the approval of the shareholders in the ensuing Annual General Meeting except interim dividend, if any.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the equity shareholders.

f. Aggregate number of shares issued for consideration other than cash during the period of five years immediately preceding the reporting date

There were no shares issued for consideration other than cash during the period of five years immediately preceding the reporting date:

g. Shares reserved for issue under options

For details of shares reserved for issue on conversion of foreign currency convertible bonds (''FCCBs''), refer note 15(1) related to terms of conversion/ redemption of FCCBs.

1. On July 02, 2014, the Board of Directors of the Company approved an issue and allotment of up to 180,000,000 warrants having an option to apply for and be allotted equivalent number of equity shares of face value of Re.1 each on a preferential basis under chapter VII of the SEBI ICDR Regulations and provisions of all other applicable laws and regulations and accordingly the Company received an advance of '' 141.75 crore against such share warrants. The shareholders approved the aforesaid issue of warrants through postal ballot on August 12, 2014. Pursuant to the approval of the Management Committee of the Board of Directors dated February 26, 2016 the outstanding warrants have been cancelled as the holders did not exercise the option within the due date of 18 months from the date of allotment, and '' 141.75 crore received as advance towards such warrants has been forfeited in accordance with the SEBI ICDR Regulations during the year ended March 31, 2016. The said amount was credited to Capital Reserve account during the year ended March 31, 2016.

2. FVTOCI reserve

The Company has elected to recognise changes in the fair value of investments in equity securities in other comprehensive income. These changes are accumulated within the FVTOCI reserves within equity.

3. Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

4. General reserve was created persuant to transfer of debenture redemption reserve and equity component of preference share. General reserve is a free reserve available to the Company.

5. Retained Earnings are the profits of the Company earned till date net of appropriations.

6. During the previous year, the Company had redeemed its outstanding debentures and transferred outstanding balance in debentures redemption reserve to retained earnings.

7. FCMTR represents unamortised foreign exchange differences arising on translation of long-term foreign currency monetary items.

1 Pursuant to the approval of the Management Committee of the Board of Directors dated December 10, 2015, the Company has issued 7.50% Unlisted Foreign Currency Convertible Bonds (FCCBs) of USD 30 crore to Kuwait Investment Authority with a maturity period of 60 years. The subscriber can exercise the conversion option on and after 18 months from the closing date upto close of business on maturity date. Interest is payable on annual basis. The FCCBs are convertible at '' 18 per share which is subject to adjustment as per the terms of the FCCBs, subject to the regulatory floor price. The exchange rate for conversion of FCCBs is fixed at '' 66.745/USD. Pursuant to composite scheme of arrangement being effective on December 31, 2021, in accordance with approval accorded by the management committee of the Board of Directors, the USD 30 crore FCCBs are split into USD 2.5 crore and USD 27.5 crore between GIL and GPUIL respectively. The outstanding amount as at March 31, 2022 is '' 185.67 crore (March 31, 2021 : '' 2,149.18 crore). As at March 31, 2022, FCCB holders have not exercised the conversion option. The Company needs to take necessary steps in case the bondholders direct the Company to list the FCCBs on the Singapore Exchange Trading Limited. Also refer footnote 17 below.

2 Indian rupee term loan from a bank of '' Nil is outstanding as on March 31, 2022 (March 31, 2021: '' 28.47 crore) carries interest @ the lender''s Marginal Cost of Funds based Lending Rate of 1Y (I-MCLR-1Y) plus spread of 4.55% p.a. (March 31, 2021: I-MCLR-1Y plus spread of 4.55% p.a.) and interest is payable on a monthly basis. The loan is secured by (i) first pari passu charge over 357.605 acres of land held by GKSIR (ii) subservient charge on 8,236 acres of SEZ land held by KSL (iii) charge over Dividend / Interest Escrow Account of the Company into which all dividends and/or interest receivable by the Company from GEL and GGAL would be deposited and (iv) first ranking pledge/ NDU over 49% of equity shares of GGAL. (v) DSRA covering interest payment for the next three months.The loan is repayable in eighteen structured quarterly instalments commencing from December 25, 2016 and ending on September 25, 2021. Further the lender has certain mandatory prepayment rights as per the terms of the agreements, including amendments thereof. Further, during previous year, the bank had converted interest accrued during the moratorium period amounting to '' 4.32

crores into funded interest term loan.The terms and conditions of the said loan will remains same as original loan. Also refer footnote 17 below.

3 Indian rupee term loan from a bank of '' Nil (March 31, 2021: '' 37.50 crore) carries interest @ base rate of lender plus spread of 1.25% p.a. (March 31, 2021: base rate of lender plus spread of 1.25% p.a.) and interest is payable on a monthly basis. The loan is secured by i) 10% of cash margin on the outstanding amount in the form of lien on fixed deposits in favour of the lender ii) an exclusive charge on assets created out of underlying facility by GISPL in favour of lender approved correspondent bank iii) second charge on cash flows of GISPL from coal trading under Coal Sales and Purchase Agreement with GCRPL iv) exclusive charge on loans given to GEL v) DSRA covering interest payment for the next three months and vi) securities as set out in note 16(26). The loan is repayable in fourteen unequal semiannual instalments commencing after twelve months from the date of first disbursement. Further the lender has certain mandatory prepayment rights as per the terms of the agreements, including amendments thereof. Further, during previous year, the bank had converted interest accrued during the moratorium period amounting to '' 2.73 crore into funded interest term loan.The terms and conditions of the said loan will remains same as original loan. Also refer footnote 17 below.

4 Indian rupee term loan from a bank of '' Nil (March 31, 2021: '' 555.48 crore) carries interest @ lender''s marginal cost of funds based lending rate (''MCLR'') plus spread of 3.10% p.a. (March 31, 2021: MCLR plus spread of 3.10% p.a.) and interest is payable on a monthly basis. The loan is secured by (i) first charge on the assets taken on loan by the Company to provide minimum cover of 1.00 times of the facility outstanding (ii) extension of pledge over 20% shares of GEL along with all beneficial/economic voting rights (already cross collateralized for existing term loan facilities at the Company, RSSL, GGAL (Term Loan-I) GMRHL (Term Loan-

I)) (iii) additional pledge over 8% shares of GEL along with all beneficial/economic voting rights and non disposal undertaking over 2% shares of GEL (prior to disbursement) (iv) pledge over 26% shares of GMR Airports Limited along with all beneficial/ economic voting rights (v) margin of 19.14% of outstanding amount (in form of FD/cash or any other instrument to the

satification of the lender). The loan is repayable in fourteen half yearly structured instalments commencing after a moratorium period of one year from the date of first disbursement. Further the lender has certain mandatory prepayment rights as per the terms of the agreements. Further, during previous year, the bank had converted interest accrued during the moratorium period amounting to '' 35.99 crore into funded interest term loan. The terms and conditions of the said loan will remains same as original loan. Also refer footnote 17 below.

5 Indian rupee term loan from a bank of '' Nil (March 31, 2021: '' 272.51 crore) carries interest @ MCLR plus spread of 1.45% p.a. (March 31,2021: MCLR plus spread of 1.45% p.a.) and interest is payable on a monthly basis. The loan is secured by i) first charge on assets created out of this facility ii) 10% of cash margin on the outstanding amount in the form of lien on fixed deposits in favour of the lender and iii) securities as set out in note 16(26). The loan is repayable in twenty eight structured quarterly instalments commencing from October 2017. Further the lender has certain mandatory prepayment rights as per the terms of the agreements, including amendments thereof. Further, during previous year, the bank had converted interest accrued during the moratorium period amounting to '' 17.28 crore into funded interest term loan.The terms and conditions of the said loan will remains same as original loan. Also refer footnote 17 below.

6 Indian rupee term loan from a bank of '' Nil (March 31, 2021: '' 527.18 crore) carries interest @ base rate of lender plus spread of 4.75% p.a. (March 31, 2021: base rate of lender plus spread of 4.75% p.a.) payable on a monthly basis. The loan is secured by (i) first pari passu charge on 357.605 acres of land held by GKSIR and (ii) subservient charge on 8,236 acres of SEZ land held by KSL. The loan is repayable in twelve structured quarterly instalments commencing from April 25, 2021 and ending on January 25, 2024 as per the revised agreement dated May 27, 2016. (iii) first ranking pledge/NDU over 49% of equity shares of GGAL iv) DSRA covering interest payment for the next three months. Further the lender has certain mandatory prepayment rights as per the terms of the agreements, including amendments thereof. Further, during previous year, the bank had converted interest accrued during the moratorium period amounting to '' 34.10 crore into funded interest term loan. The terms and conditions of the said loan will remain same as original loan. Also refer footnote 17 below.

7 Indian rupee term loan from a financial institution of '' Nil (March 31, 2021: '' 23.89 crore) carries interest rate @ 13.50% p.a. (March 31, 2021: 13.50% p.a.) and is payable on a monthly basis. The loan is repayable in eighteen quarterly instalments commencing from October'' 2016. The loan is secured by way of i) first mortgage and charge on non-agriculture lands of SJK Powergen Limited (''SJK'') (Which has now been merged with GMR

Generation Assets Ltd w.e.f April 1, 2020) ii) pledge of 20,000,000 equity shares of '' 1 each of the Company, held by GEPL and iii) pledge of such number of equity shares of '' 10 each of GEL having book value of minimum of '' 400.00 crore held by the Company and in case of default of repayment of loan, the lender has the right to convert the loan into equity. Further, during previous year, the bank had converted interest accrued during the moratorium period amounting to '' 2.30 crore into funded interest term loan.The terms and conditions of the said loan will remains same as original loan. Also refer footnote 17 below.

8 Indian rupee term loan from a financial institution of '' Nil (March 31, 2021: '' 115.83 crore) carries interest at the lender''s benchmark rate plus spread of 3.30% p.a. (March 31, 2021: lender''s benchmark rate plus spread of 3.30% p.a.). The loan is secured by i) a mortgage on exclusive first charge basis on a) 99.76 acres of immovable property held by RSSL b) 10 acres of immovable property held by GEPL c) 10 acres of immovable property held by Fabcity Properties Private Limited d) 11.46 acres of immovable property held by GMR Bannerghatta Properties Private Limited e) 13.225 acres of land held by BIPL f) 246.10 square meter of house property located in New Delhi held by DG Buildwell Private Limited g) commercial property held by Grandhi Enterprises Private Limited and corporate guarantee of these entities which are giving mortgage charge ii) Pledge of 6,024,097 listed shares of the Company on exclusive charge basis iii) DSRA covering interest payment for two quarters and principal repayment for one quarter in the form of fixed deposit and iv) post dated cheques (''PDC'') for interest and principal repayments. The loan is repayable in fourty eight monthly instalments commencing after a moratorium period of 12 months from the date of first disbursement. Further the lender has certain mandatory prepayment rights as per the terms of the agreements. Further, during previous year, the bank had converted interest accrued during the moratorium period amounting to '' 12.57 crore into funded interest term loan. The terms and conditions of the said loan will remains same as original loan. Also refer footnote 17 below.

9 Indian rupee term loan from a financial institution of '' Nil (March 31, 2021: '' 174.02 crore) carries interest @ 12.15% p.a. (March 31, 2021: 12.15% p.a.) payable on a quarterly basis. The loan is repayable in six equal annual instalments commencing at the end of five years from the date of first disbursement. The loan is secured by an exclusive first charge on certain immovable properties located in the State of Telangana owned by Namitha Real Estate Private Limited (NREPL), a subsidiary of the Company, Corporate Infrastructure Services Private Limited, a fellow subsidiary, Varalaxmi Jute & Twine Mills Private Limited, Vijay Niwas Real Estates Private Limited and Smt. G. Varalakshmi. Also refer footnote 17 below.

10 Loan of Nil (March 31, 2021: '' 44.63 crore) from a subsidiary, GADL carries interest @ 12.95% p.a. (March 31, 2021: 12.95% p.a.) and is payable on a monthly basis. The loan is to be repaid on June 30, 2024. Also refer footnote 17 below.

11 (a) Loans of Nil (March 31, 2021: '' 34.57 crore) from a

subsidiary, GIDL carries interest @ 19.46% p.a (March 31, 2021: 19.46%) and is payable along with the principal. The loan is repayable after 3 years from the date of disbursement of the loan. Also refer footnote 17 below.

(b) Loans of '' 293.00 crore from a subsidiary, GIDL carries interest @ 17.25% p.a and is payable along with the principal. The loan is repayable after 3 years from the date of disbursement of the loan.

12. Bank overdrafts amounting to Nil (March 31, 2021: '' 291.00 crore) and working capital loan amounting to Nil (March 31, 2021: '' 133.81 crore) is secured by

A) First pari passu charge on current assets of the Company (DFCC Project Package 202),

B) First charge ranking pari-passu on the escrow Account (in the name of GIL-SIL JV) maintained for the purpose of project package 202 along with other working capital as well as term loan lenders, First pari-passu charge on equipment financed by Laksmi vilas bank (Loan with LVB has fully repaid by the Company hence the charge may be treated as first charge against 2nd pari passu charge).

Collateral Security:

1) Exclusive charge by way of mortgage of around 208.835 acres vacant land situated at Ayyarnpalli and Nagamangalam, villages near Hosur, Tamil Nadu. The land stands in the name of M/s GMR Krishnagiri SIR Limited (formerly known as M/s GMR Krishnagiri SEZ Limited).

2) Exclusive charge by way of mortgage of residential property at Jaynagar 4th block, Bengaluru standing in the name of B V Nageswara Rao measuring 2494 Sq.ft.

3) Pari-passu charge on the fixed assets of project (Package 201) present and future.

4) Exclusive charge on EM of 70 acres of land owned by M/s GMR Krishnagiri SIR Limited.

The cash credit facility is further secured by personal/ corporate guarantee

1) Mr . B V Nageswara Rao, Group Director, (To the extent of the value of the


Mar 31, 2018

2. The Company along with its subsidiaries entered into a Subscription and Shareholders Agreement with Tenaga Nasional Berhad (Tenaga) and its affiliate, Power and Energy International (Mauritius) Limited (‘Investors’) whereby the investors acquired a 30% equity stake in a select portfolio of GEL assets on a fully diluted basis for a consideration of USD 30.00 crore through primary issuance of equity shares of GEL. The transaction was completed on November 4, 2016 and GEL allotted equity shares to the Investors for the said consideration of USD 30.00 crore. As per the conditions precedent to the completion of the transaction, GEL’s investment in certain entities was transferred from GEL to other subsidiaries of the Company along with notation of loans taken from the Company to GGAL towards discharge of the purchase consideration. Pursuant to the above transaction, compulsory convertible preference shares of GGAL issued to various preference shareholders were converted into equity shares of GGAL.

Pursuant to the aforesaid transaction, GEL and its underlying entities ceased to be subsidiaries of the Company and were considered as joint ventures as per the requirements of Ind AS -111.

3. GAL has allotted 11,046,532 class B Compulsorily Convertible Preference Shares (“CCPS B”) as bonus shares in their allotment and transfer committee meeting held on August 04, 2011 which is being carried at '' Nil. Also refer note 5(12).

4. The Company has investments in GGAL and GEL. GGAL and GEL have certain underlying subsidiaries/ joint ventures/ associates which are engaged in energy sector including mining operations. GEL, GGAL and some of the underlying subsidiaries/ joint ventures/ associates as further detailed in Notes 5(7), 5(8), 5(17) and 5(18) below have been incurring losses. As a result, based on its internal assessment with regard to future operations and valuation assessment by an external expert, the management of the Company has made a provision for diminution in the value of its investments in GGAL and GEL amounting to Rs, 5,117.41 crore till March 31, 2018. (including Rs, 671.21 crore during the year ended March 31, 2018 respectively) and has disclosed the same as an ‘exceptional item’ in the accompanying standalone Ind AS financial statements of the Company. Based on the valuation assessment by the external expert and the sensitivity analysis carried out for some of the aforesaid assumptions the value so determined after discounting the projected cash flows using discount rate ranging from 14.00% to 16.00% across various entities indicates that there exists a further diminution of Rs, 2,830.00 crore in the value of Company’s investment in GGAL as at March 31, 2018. However, for reasons as detailed in notes 5(7), 5(8), 5(17) and 5(18) below, the management is of the view that the carrying value of the Company’s investment in GGAL is appropriate.

5. The Company through its subsidiary GMR Infrastructure (Mauritius) Limited (''GIML'') made investments of Rs, 151.54 crore (USD 2.31 crore) towards 77% holding in GMR Male International Airport Private Limited (‘GMIAL’), a subsidiary of the Company. GMR Male International Airport Private Limited (‘GMIAL’), a subsidiary of the Company entered into an agreement on June 28, 2010 with Maldives Airports Company Limited (‘MACL’) and Ministry of Finance and Treasury (‘MoFT’), Republic of Maldives, for the Rehabilitation, Expansion, Modernization, Operation and Maintenance of Male International Airport (‘MIA’) for a period of 25 years (“the Concession Agreement”). On November 27, 2012, MACL and MoFT issued notices to GMIAL stating that the Concession Agreement was void ab initio and that neither MoFT nor MACL had authority under the laws of Maldives to enter into the agreement and MACL took over the possession and control of the MIA and GMIAL vacated the airport effective December 8, 2012. The matter was under arbitration. During the year ended March 31, 2017, the arbitration tribunal delivered its final award in favour of GMIAL.

During the current year, Maldives Inland Revenue Authority (‘MIRA’) has issued tax audit reports and notice of tax assessments demanding business profit tax amounting to USD 1.44 crores, additional withholding tax amounting to USD 0.28 crore and further fines amounting to USD Rs, 0.33 Crore. However, management of the Group is of the view that the notice issued by MIRA is not tenable.

6. The Company along with its subsidiaries has investments (including loans and advances and other receivables) of Rs, 477.39 crore in GMR Ambala Chandigarh Expressways Private Limited (‘GACEPL’) a subsidiary of the Company. GACEPL has been incurring losses since the commencement of its commercial operations and has accumulated losses of '' 353.15 crore as at March 31, 2018. The management believes that these losses are primarily attributable to the loss of revenue arising as a result of diversion of partial traffic on parallel roads. The matter is currently under arbitration and the arbitration tribunal has passed an interim order staying the payment of negative grant till further orders. Based on an internal assessment and a legal opinion, the management of GACEPL is confident that it will be able to claim compensation from relevant authorities for the loss it has suffered due to such diversion of traffic and considering expected future traffic flow, the management of GACEPL believes that the carrying value of investments in GACEPL as at March 31, 2018, is appropriate.

7. In view of lower supplies / availability of natural gas to the power generating companies in India, GMR Energy Limited (‘GEL’), GMR Vemagiri Power Generation Limited (‘GVPGL’) and GMR Rajahmundry Energy Limited (‘GREL’) are facing shortage of natural gas supply and delays in securing gas linkages. As a result, GEL has not generated and sold electrical energy since April 2013. GVPGL and GREL emerged as successful bidders in the auction process organized by the Ministry of Power and operated on an intermittent basis from August 2015 and October 2015 respectively till September 2016. These entities have ceased operations and have been incurring losses including cash losses on account of the aforesaid shortage of natural gas supply. During the year ended March 31, 2017, GEL had entered into a MOU with an external party for sale of its 220 MW gas based power plant for a consideration of USD 6.30 crore, however, the sale was not completed. Presently, the management of the Company is actively identifying the customers for the barge mount plant held by GEL.

GREL had not commenced commercial operations pending linkages of natural gas supply from the Ministry of Petroleum and Natural Gas till the period ended September 30, 2015. As a result, the consortium of lenders of GREL decided to implement Strategic Debt Restructuring Scheme, under the Framework of Reserve Bank of India for Revitalizing Distressed Assets in the Economy, whereby the lenders have to collectively hold 51% or more of the equity share capital in such assets by converting part of the debt outstanding into equity and to undertake flexible structuring of balance debt post conversion as a Corrective Action Plan for improving viability and revival of the project. Pursuant to the scheme, borrowings aggregating to Rs, 1,308.57 crore and interest accrued thereon amounting to Rs, 105.42 crore was converted into equity shares of GREL on May 12, 2016 for 55% stake in equity share capital of GREL and the Company and GGAL have given a guarantee of Rs, 2,571.71 crore to the lenders against the remaining debt. Under the SDR Scheme, the bankers had to find new promoters for GREL within the period as prescribed under the scheme, which expired during the year ended March 31, 2018. Meanwhile, Reserve Bank of India (RBI) has issued a circular “Resolution of Stressed Assets - Revised Framework” on February 12, 2018. With this circular, all existing frameworks for stressed asset resolution including SDR stand discontinued and the resolution plan is to be implemented within 180 days from the reference date, viz., March 01, 2018. The lenders and the management are exploring various options for revival of the project and is confident of implementing a resolution plan with in the period of 180 days, as allowed by the RBI circular. The lenders have advised the Company and GGAL to ensure payment of their dues failing which the lenders shall be constrained to invoke the guarantees. Consequent to the SDR as stated above, GREL ceased to be a subsidiary of the Company and has been considered as a joint venture as per the requirement of Ind AS -111.

Further, during the year ended March 31, 2014, in case of GVPGL’s litigation with APDISCOMs, Appellate Tribunal for Electricity (‘APTEL’) had passed orders declaring that natural gas for the purpose of Power Purchase Agreement (‘PPA’) includes Degasified Liquefied Natural Gas (‘RLNG’). Subsequently, during the year ended March 31, 2018, pursuant to the appeal filed by APDISCOMs, the Honorable Supreme Court has held that RLNG is not natural gas for the purpose of the said PPA and accordingly GVPGL cannot be entitled for capacity charges based on availability declaration for generation of power on the basis of RLNG.

The management is evaluating various approaches / alternatives to deal with the situation and is confident that Government of India (‘GoI’) would take further necessary steps / initiatives in this regard to improve the situation regarding availability of natural gas from alternate sources in the foreseeable future. The management has also carried out a valuation assessment of GVPGL and GREL during the year ended March 31, 2018 which includes certain assumptions relating to availability and pricing of domestic and imported gas, future tariff and other operating parameters, which it believes reasonably reflect the future expectations from these projects. The management will monitor these aspects closely and take actions as are considered appropriate and is confident that these gas based entities will be able to generate sufficient profits in future years and meet their financial obligations as they arise. Based on the aforementioned reasons and business plans, the management is of the view that the carrying value of investments of '' 898.38 crore in these aforesaid entities (net of provision for diminution in the value of investments) as at March 31, 2018 is appropriate. Further, the Company has provided for its investment in full in GREL and the management is confident of implementing a resolution plan with the lenders for the guarantee provided to the lenders against the remaining debt.

8 (a) The Company through its subsidiary, GGAL has investments (including loans and advances and other receivables) of Rs, 2,260.45 crore in GCEL after providing for diminution in the value of investment in GGAL. GMR Chhattisgarh Energy Limited (‘GCEL’) declared commercial operations of Unit I on November 1, 2015 and Unit II on March 31, 2016 of its 1,370 MW coal based thermal power plant at Raipur district, Chhattisgarh. GCEL does not have any long term PPAs currently and has been incurring losses since the commencement of its commercial operations and has accumulated losses of Rs, 3,146.56 crore as at March 31, 2018. During the year ended March 31, 2018, GCEL has been successful in its bid under the Tolling Linkage initiative of the GoI and has won a Power Purchase Agreement for supply of power to the extent of 500MW to Gujrat Urja Vikas Nigam Limited (‘GUVNL’) for a period of 8 months which has commenced during the year ended March 31, 2018. GCEL is taking steps to tie up the power supply through power supply agreements on a long/medium term basis with various customers including State Electricity Boards and is hopeful of tying up significant part of generation capacity in the ensuing financial year.

GCEL has experienced certain delays and incurred cost overruns in the completion of the project including receipt of additional claims from the EPC contractors. The claims of the key EPC contractor, Doosan Power Systems India Private Limited (‘DPS’) is under arbitration in the Singapore International Arbitration Centre (SIAC). Based on the legal opinion, the management is confident that it has strong defence for the claims raised by the EPC contractor and believes that the claims are not tenable in law and accordingly no financial implications are expected out of the said arbitration.

GCEL has also obtained provisional Mega Power status certificate from the Ministry of Power, GoI, and accordingly has availed an exemption of customs and excise duty against bank guarantees of '' 957.36 crore and pledge of deposits of '' 54.01 crore. The grant of final mega power status of GCEL is dependent on its achieving tie up for supply of power for 70% of its installed capacity through the long term power purchase agreements by way of competitive bidding and the balance through regulated market within stipulated time (i.e., March 2022). The management of GCEL is certain of fulfilling the conditions relating to Mega Power status in the foreseeable future, pending which cost of customs and excise duty has not been included in the cost of the project.

Further, GCEL was allotted two coal mines at Ganeshpur and Talabira to meet its fuel requirements. During the period ended September 30, 2017, GCEL has filed writ petition with Delhi High Court for surrendering both the coal blocks allotted during the year ended March 31, 2015. The management is of the opinion that in view of the recent decisions by the Delhi High Court in similar cases, no adjustments will be required to the carrying value of investments in connection with the surrender of mines.

GCEL had entered into Bulk Power Transmission Agreement (‘BPTA’) with Power Grid Corporation of India Limited (‘PGCIL’), per which GCEL was granted Long Term Access (LTA) of 386MW in Western Region and 430MW in Northern Region. GCEL has written letters to PGCIL for surrendering these transmission lines and has filed a petition before Central Electricity Regulatory Commission (''CERC'') for acceding to GCEL’s request. During the year ended March 31, 2018, PGCIL has operational zed the LTA and issued two letters calling upon the GCEL to schedule the transfer of power against LTA and establish a letter of credit failing which regulatory action would be initiated. GCEL has filed a petition before the Delhi High Court against the letters issued by PGCIL. The Delhi High Court has issued an interim order during the year ended March 31, 2018 staying the operation of the impugned letters till GCEL has the opportunity to approach CERC for such relief and accordingly GCEL has submitted an application with CERC on October 21, 2017 to restrain PGCIL from operational zing LTA and consequently raising the bill for the same. GCEL based on an internal assessment is of the view that the factors adversely impacting the supply of power by GCEL is “Force Majeure” as per BPTA and accordingly, believes that this will not have financial implications on GCEL.

During the year ended March 31, 2017, under a Framework for Revitalizing Distressed Assets in the Economy by RBI, the lenders of GCEL have implemented the Strategic Debt Restructuring Scheme on February 21, 2017 pursuant to which borrowings of GCEL aggregating to Rs, 2,992.22 crore (including interest accrued thereon of Rs, 654.73 crore) got converted into equity shares. The aforesaid conversion has resulted in loss of control by the Group over GCEL and the Consortium of bankers have taken over 52.38% of the paid up equity share capital of GCEL and the bankers have to find a new promoter for GCEL within the period as prescribed under the scheme, which expired during the year ended March 31, 2018. Further, majority of the lenders have reduced interest rates for GCEL. Consequent to the SDR as stated above, GCEL ceased to be a subsidiary of the Company and has been considered as an associate as per the requirement of Ind AS -28. Meanwhile, RBI has issued a circular “Resolution of Stressed Assets - Revised Framework” on February 12, 2018. With this circular, all existing frameworks for stressed asset resolution including SDR stand discontinued and the resolution plan is to be implemented within 180 days from the reference date, viz., March 01, 2018. The Consortium of lenders are in the process of identifying investors for GCEL so as to revive the operational and financial position of GCEL and has shortlisted prospective investors, with whom discussions are currently in progress.

The management has also carried out a valuation assessment of GCEL during the year ended March 31, 2018 which includes certain assumptions relating to future revenues, profitability in operation and servicing of its debts which is dependent upon tying up of its entire generation capacity at profitable rates through long term and medium term PPA in a power scarce market, achievement of higher PLF, projected sales mix of PPA, fuel linkage tie ups, refinancing of existing loans with lower rates of interest with banks, achievement of mega power status, successful gains from upcoming PPA Bids, successful outcome of all legal disputes and non-extraction of coal from Ganeshpur Mines. The cash flows so projected based on the aforementioned assumptions are discounted using a discount rate of 17.00%. The valuation expert based on these assumptions, has determined the range of value in use of GCEL’s assets as at December 31, 2017 (i.e., valuation date). Based on the valuation assessment by the external expert and the sensitivity analysis carried out for some of the aforesaid assumptions the value so determined indicates that there exists a further diminution in the value of Company’s investment of Rs, 2,260.45 crore in GCEL as at March 31, 2018.

As per the RBI circular dated February 12, 2018 for resolution of stressed assets stated above, the management of the Group, including the lenders’ of GCEL, who also collectively are the majority shareholders, have initiated a process for ‘change of control’ of GCEL, which entails sale of up to 100% equity stake of GCEL. The process is in an advanced stage and is expected that the process of change in control would be completed by August 2018. The management is confident that it will succeed in completing the change of control and subsequently the Company will be able to recover the carrying value of assets in GCEL and accordingly, the management of the Group is of the view that the carrying value of the investments in GCEL of Rs, 2,260.45 crore (net of provision for diminution in the value of investments) as at March 31, 2018 is appropriate. Also refer note 5(4).

9. Based on internal assessment of its investments in GMRHL, a subsidiary of the Company and other road entities, the Company made a provision for diminution in the value of investments / advances of Rs, 2,260.36 crore as at March 31, 2018 (including Rs, 633.68 crore impairment during the year ended March 31, 2018) which has been disclosed as an ‘exceptional item’ in the accompanying standalone Ind AS financial statements of the Company for the year ended March 31, 2018. As detailed below, the diminution in value has primarily arisen on account of the diminution in the value of investments / advances in GHVEPL and GKUAEL.

(a) The Company along with its subsidiaries has investments (including loans and advances and other receivables) of Rs, 897.39 crore in GHVEPL. GHVEPL has been incurring losses since the commencement of its commercial operations and has accumulated losses of Rs, 857.70 crore as at March 31, 2018. The management believes that these losses are primarily due to loss of revenue arising as a result of drop in commercial traffic on account of bifurcation of State of Andhra Pradesh and ban imposed on sand mining in the region. The management of GHVEPL based on its internal assessment and a legal opinion, believes that these events constitute a Change in Law as per the Concession Agreement and GHVEPL is entitled to a claim for losses suffered on account of the aforementioned reasons and accordingly filed its claim for the loss of revenue till the year ended March 31, 2017 with National Highways Authority of India (‘NHAI’). The claim of GHVEPL was rejected by NHAI and accordingly during the year ended March 31, 2018, GHVEPL has decided to proceed with arbitration and accordingly Arbitral Tribunal has been constituted. GHVEPL has filed a claim of Rs, 752.32 crore calculated up to March 2017 before the Arbitral Tribunal. The project was initially developed from existing 2 lanes to 4 lane and will be further developed to 6 laning subsequently (before 14th anniversary of the appointed date). If 6 laning is not carried out (if so required by NHAI/desired by the GHVEPL), concession period will be restricted to 15 years as against 25 years from the appointed date if 6 laning is carried out.

The management of GHVEPL is confident that it will be able to claim compensation from the relevant authorities for the loss it suffered due to aforementioned reasons, which is significantly dependent on the fructification of the aforesaid claims and a concession period of 25 years. Accordingly, based on the aforesaid legal opinion, expected future traffic flow over a concession period of 25 years, valuation assessment by an external expert, the managment of GHVEPL believes that the carrying value of its investments in GHVEPL as at March 31, 2018 is appropriate.

(b) GKUAEL, a subsidiary of the Company, had entered into a Concession Agreement with NHAI for six laning of Kishangarh-Udaipur-Ahmedabad section of NH 79A, 79, 76 and 8. Pursuant to non-fulfillment of the mandatory ‘Conditions Precedent’ specified under the Concession Agreement within the due date, GKUAEL had issued a notice to NHAI of its intention to terminate the Concession Agreement and the matter was under arbitration.

During the year ended March 31, 2017, GKUAEL has settled their disputes with NHAI before the arbitral tribunal after payment of penalty of Rs, 53.87 crore by GKUAEL to NHAI.

In addition, GKUAEL had awarded the EPC contract to GMR Enterprises Private Limited (‘GEPL’), the Holding Company and had given an advance of Rs, 590.00 crore. Pursuant to the issue of notice of dispute as stated above, GKUAEL terminated the contract on May 15, 2015. During the year ended March 31, 2017, GKUAEL had settled the termination claims of the EPC contractors for Rs, 259.00 crore and the balance of Rs, 331.00 crore was to be recovered from GEPL. Subsequent to the year ended March 31, 2018, an amount of Rs, 231.00 crore has been received and the balance amount of Rs, 100.00 crore is expected to be received by June 30, 2018.

10. GMR Badrinath Hydro Power Generation Private Limited (‘GBHPL’) is in the process of setting up 300 MW hydro based power plant in Alaknanda River, Chamoli District of Uttarakhand and has incurred Rs, 467.29 crore towards the development of the project as at March 31, 2018. The Hon''ble Supreme Court of India (''the Court''), while hearing a civil appeal in the matters of Alaknanda Hydro Power Company Limited, directed vide its order dated May 7, 2014 that no further construction work shall be undertaken by the 24 projects coming up on the Alaknanda and Bhagirathi basins until further orders Further, during the year ended March 31, 2016, Ministry of Environment Forest and Climate Change (‘MoEF’) has represented to the Supreme Court of India that of the six hydro projects in Uttarakhand, two projects including GBHPL requires certain design modifications as per the policy stipulations. During the current year, the validity of Environmental Clearance (''EC'') granted to GBHPL by the MoEF ceased to exist. Pursuant to an application made by GBHPL, the MoEF vide its letter dated April 17, 2018, proposed to extend the EC granted to GBHPL for a period of 3 years, subject to the final outcome of the matter pending before the Court. Based on its internal assessment and a legal opinion, the management of GBHPL is confident of obtaining the requisite clearances and based on business plan and a valuation assessment, carried out by an external expert during the year ended March 31, 2018, the management of the Company is of the view that the carrying value of the investments in GBHPL as at March 31, 2018 is appropriate.

11. The Company through its subsidiary GMR Coal Resources Pte. Limited (‘GCRPL’) has investments of '' 3,312.22 crore in PTGEMS, a joint venture as at March 31, 2018. PTGEMS along with its subsidiaries is engaged in the business of coal mining and trading activities. The cost of investments made by the Company is significantly higher than the book value of assets of PTGEMS and includes certain future benefits including Coal Supply Agreement (‘CSA’ of GCRPL with PTGEMS whereby GCRPL is entitled to off take stated quantity of coal as per the terms of the CSA at an agreed discount. GCRPL has not significantly commenced the off take of the coal under the CSA, however an amended CSA has been executed during the period ended September 30, 2017, pursuant to which the supplies are expected to commence in the next financial year. Further, during the year ended March 31, 2017, GCRPL had restructured its loan facility with the lenders whereby the loan is repayable over a period of 5 years commencing January 2017. After a significant decline in 2016 and 2017, the coal prices in the international markets have exhibited stability during the last few quarters making the operations of the mines more profitable. Based on these factors and valuation assessment carried out by an external expert during the year ended March 31, 2018, the management believes that the carrying value of investments in PTGEMS as at March 31, 2018 is appropriate.

12. Pursuant to the investor agreements (including amendments thereof) entered into during the years ended March 31, 2011 and 2012 (hereinafter collectively referred to as “investor agreements”), GMR Airports Limited, (‘GAL’), a subsidiary of the Company, had issued 3,731,468 Class A Compulsorily Convertible Preference Shares (“CCPS A”) of Rs, 1,000 each at a premium of Rs, 2,885.27 each and Rs, 3,080.90 each aggregating to Rs, 663.31 crore and Rs, 441.35 crore respectively, to certain Private Equity Investors (‘Investors’). Further, GAL had allotted bonus shares of 11,046,532 class B Compulsorily Convertible Preference Shares (“CCPS B”) to the Company, utilizing the securities premium account.

As per the terms of the investor agreement, the Company had a call option to buy CCPS A from the Investors for a call price to be determined as per the terms of the investor agreement. The call option was to be exercised by the Company on or before April 6, 2015. If the call option was not exercised by the Company before April 6, 2015, as per the investment agreement, each CCPS A will get converted into 82.821 equity shares of GAL with simultaneous conversion of CCPS B held by the Company into equity shares of GAL as per Articles and Memorandum of Association of GAL

The Company vide its letter dated April 1, 2015, had exercised the call option to buy the CCPS A, subject to obtaining the requisite regulatory approvals. However, Investors have initiated arbitration proceedings against GAL and the Company, seeking conversion of the CCPS A. The arbitration process is currently under progress.

In view of ongoing arbitration and considering the uncertainty regarding the conversion / settlement of CCPS A, the Group has recorded CCPS A issued to PE investors at the face value as at March 31, 2018. Further, no adjustments have been made for the call option exercised by the Company to acquire CCPS A and the CCPS B issued to the Company continues to be carried at cost of '' Nil. Accordingly, the accompanying standalone Ind AS financial statements of the Company do not include any adjustments that might result from the outcome of the aforesaid uncertainty.

13. During the year ended March 31, 2016, the Company along with its subsidiary GMRHL, entered into a shares purchase agreement (‘SPA’) with Oriental Tollways Private Limited and Orbit Infraventures LLP for the divestment of 117,300,000 equity shares of Rs, 10 each, held by both the Company and GMRHL, representing their 51.00% stake in GOSHHEPL, a joint venture of the Company for a sale consideration of Rs, 59.14 Crore. As at March 31, 2018, the transfer of 59,801,692 equity shares held by the Company is not completed, pending approval of regulatory authorities. However, based on the SPA, the Company had made a provision for impairment of Rs, 29.65 Crore towards the diminution in the value of investments, which had been disclosed as an ‘exceptional item’ in the financial statements of the Company for the year ended March 31, 2016.

14. Based on an internal assessment of its investments in GAPL, a subsidiary of the Company, the Company has made a provision for diminution in the value of its investments of Rs, 110.39 crore as at March 31, 2018 (including Rs, 108.35 crore provided during the year ended March 31, 2017 which was disclosed as an ‘exceptional item’ in the standalone Ind AS financial statements of the Company for the year ended March 31, 2017).

15. GSPHPL, a subsidiary of the Company has investment in certain step down subsidiaries which holds investment properties. The Company has considered fair value of its investments in GSPHPL as deemed cost under Ind AS 101 ‘First-time Adoption of Indian Accounting Standards’ and accordingly, based on the valuation assessment done by an external expert as per the requirements of Ind AS, the Company has adjusted Rs, 734.70 crore to the carrying value of its investments in GSPHPL reported under the previous GAAP in its opening balance sheet as at April 1, 2015 prepared under Ind AS with a consequent increase in Other Equity. During the year ended March 31, 2018, based on the valuation assessment of GSPHPL including its subsidiaries carried out by an external expert, the Company has made a provision for diminution in the value of investments of Rs, 86.99 crore as at March 31, 2018 which has been included as an ‘exceptional item’ in the accompanying standalone Ind AS financial statements of the Company for the year ended March 31, 2018.

16. The Company through GIML has an investment in GMR Infrastructure (Cyprus) Limited, a subsidiary of GIML. GICL has fixed deposits of Rs, 184.59 Crore (USD 2.83 crore) as at March 31, 2018 with Eurobank, Cyprus. The Republic of Cyprus is presently facing economic difficulties. During the year ended March 31, 2018, the bank has released USD 0.67 crore and the management of the Group is of the view that despite such economic difficulties, the amount held as fixed deposit with Eurobank is good for recovery though withdrawal of the amount from the Republic of Cyprus would be subject to restriction as may be imposed by the Central Bank of Cyprus.

17. The Company along with its subsidiaries/ joint ventures has investments (including loans and advances and other receivables) of Rs, 1,218.24 crore in GMR Warora Energy Limited (‘GWEL’), a joint venture of the Company. GWEL is engaged in the business of generation and sale of electrical energy from its coal based power plant of 600 MW situated at Warora. GWEL has accumulated losses of '' 718.27 crore as at March 31, 2018 which has resulted in substantial erosion of GWEL’s net worth. GWEL has achieved the COD of Unit I in March 2013 and of Unit II in September 2013 and has tied up entire power supplies capacity with customers and has completed the refinancing of its term and other loans with the lenders which has resulted in the reduction in the rate of interest and extended repayment period. Though the net worth of GWEL is fully eroded, the management of GWEL expects that the plant will generate sufficient profits in the future years and based on business plans and valuation assessment by an external expert during the year ended March 31, 2018, the management of the Group is of the view that the carrying value of its investments in GWEL as at March 31, 2018 is appropriate.

18. The Company along with its subsidiaries/ joint ventures has investments (including loans and advances and other receivables) of Rs, 2,633.87 crore in GMR Kamalanga Energy Limited (‘GKEL’), a joint venture of the Company. GKEL is engaged in development and operation of 3*350 MW under Phase I and 1*350 MW under Phase II, coal based power project in Kamalanga village, Orissa and has commenced commercial operation of Phase I of the project. GKEL has accumulated losses of Rs, 1,817.55 crore as at March 31, 2018, which has resulted in substantial erosion of GKEL’s net worth due to operational difficulties faced during the early stage of its operations. GKEL has a fuel supply agreement for 500 MW with Mahanadi Coal Fields Limited, a subsidiary of Coal India Limited. Further, GKEL has fuel supply agreement for 493 MW with Shakti Linkage. Pursuant to the Reserve Bank of India’s framework for revitalizing distressed assets in the economy (including strategic debt restructuring scheme), the consortium of bankers have amended the rupee term loan agreement on June 29, 2015 and accordingly loan is to be repaid in 66 quarterly structured installments from October 1, 2017. Further, GKEL received certain favorable orders with regard to its petition for ‘Tariff Determination’ and ‘Tariff Revision’ with its customers. In view of these matters, business plans, valuation assessment by an external expert during the year ended March 31, 2018, the management of the Group is of the view that the carrying value of its investments in GKEL as at March 31, 2018 is appropriate.

1. Loans are non-derivative financial instruments which generate a fixed or variable interest income for the Company. The carrying value may be affected by the changes in the credit risk of the counter parties.

2. The Company made a provision for diminution in the value of loan of '' 45.41 crore as at and for the year ended March 31, 2018 which has been disclosed as ''exceptional item'' in the accompanying standalone Ind AS financial statements of the Company for the year ended March 31, 2018. As detailed below, the diminution in value has primarily arisen on account of the diminution in the value of investments / advances in DSPL.

3. Refer note 5(2), 5(4), 5(5), 5(6), 5(7), 5(8), 5(9), 5(10), 5(11), 5(12), 5(14), 5(15), 5(16), 5(17), 5(18).

- No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.

- Trade receivables are non-interest bearing.

- Refer note 37(c) for details pertaining to ECL.

1. Includes retention money (net of provision for doubtful debts) of '' 68.18 crore (March 31, 2017 Rs, 46.15 crore). These payments are deducted by customer to ensure performance of the Company''s obligations and hence are receivable on the completion of contract or after the completion of defect liability period as defined in the respective contract and accordingly no discounting has been done for the same.

1. A charge has been created over the deposits of Rs, 82.10 crore (March 31, 2017: Rs, 28.70 crore) towards Debt Service Reserve Account (''DSRA'') maintained by the Company for loans availed by the Company from banks and financial institutions (refer note 16).

2. A charge has been created over the deposits of Rs, 11.85 crore (March 31, 2017: Rs, 25.55 crore) for working capital facility availed by the Company (refer note 16).

3. A charge has been created over the deposits of Rs, 0.06 crore (March 31, 2017: Rs, 0.06 crore) for loan availed by the Company from a bank (refer note 16).

4. Includes unclaimed dividend of Rs, 0.27 crore (March 31, 2017: Rs, 0.27 crore).

5. Includes Rs, 0.01 crore (March 31, 2017: Rs, 0.01 crore) towards DSRA maintained by the Company with ICICI bank (refer note 16).

6. A charge has been created over the deposits of Rs, 6.50 crore (March 31, 2017: Rs, 6.50 crore) towards margin money for hedging of FCCB interest (refer note 16)

7. A charge has been created over the deposits of Rs, 59.47 crore (March 31, 2017: Rs, 42.20 crore) towards bank guarantee and letter of credit facilities availed by the Company.

8. Balances with banks on current accounts does not earn interest. Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash-requirement of the Company, and earn interest at the respective short-term deposit rates).

** Bank borrowings are generally considered to be financing activities. However, where bank overdrafts which are repayable on demand form an integral part of an entity''s cash management, bank overdrafts are included as a component of cash and cash equivalents. A characteristic of such banking arrangements is that the bank balance often fluctuates from being positive to overdrawn. Accordingly, the Company has considered only such bank overdrafts which fluctuates from being positive to overdrawn often.

b. Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of '' 1 per share. Every member holding equity shares therein shall have voting rights in proportion to the member''s share of the paid up equity share capital. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the equity shareholders.

c. Terms/ rights attached to preference shares

During the year ended March 31, 2014, pursuant to the equity shareholders’ approval obtained on March 20, 2014, the Company issued 11,366,704 CCPS of face value of '' 1,000 each comprising of (a) 5,683,351 Series A CCPS each fully paid up, carrying a coupon rate of 0.001% per annum (''p.a.'') and having a term of 17 months from the date of allotment and (b) 5,683,353 Series B CCPS each fully paid up, carrying a coupon rate of 0.001% p.a. and having a term of 18 months from the date of allotment, to IDFC Limited, Dunearn Investments (Mauritius) Pte Limited, GKFF Ventures, Premier Edu-Infra Solutions Private Limited and Skyron Eco-Ventures Private Limited. The Series A CCPS and Series B CCPS were convertible into equity shares upon the expiry of their respective terms in accordance with the provisions of Chapter VII of the SEBI (Issue of Capital Disclosure Requirements) Regulations, 2009, as amended (''ICDR Regulations'') on the basis of the minimum permissible price, computed in accordance with Regulation 76 read with Regulation 71(b) of the SEBI ICDR Regulations on the conversion date. Pursuant to the approval of the Management Committee of the Board of Directors dated August 26, 2015 and September 26, 2015, the Company approved the allotment for conversion of aforesaid Series A CCPS into 359,478,241 equity shares of face value of Rs, 1 each at a price of Rs, 15.81 per equity share (including securities premium of Rs, 14.81 per equity share) and the Series B CCPS into 380,666,645 equity shares of face value of Rs, 1 each at a price of Rs, 14.93 per equity share (including securities premium of Rs, 13.93 per equity share) respectively. The presentation of the liability and equity portions of the share is explained in the summary of significant accounting policy.

1. The Company had issued redeemable non-convertible debentures. Accordingly, the Companies (Share capital and Debentures) Rules, 2014 (as amended), require the Company to create DRR out of profits of the Company available for payment of dividend. DRR is required to be created for an amount which is equal to 25% of the value of debentures issued over the life of the debentures. The Company has made loss during the year.

2. On July 02, 2014, the Board of Directors of the Company approved an issue and allotment of up to 180,000,000 warrants having an option to apply for and be allotted equivalent number of equity shares of face value of Rs, 1 each on a preferential basis under chapter VII of the SEBI ICDR Regulations and provisions of all other applicable laws and regulations and accordingly the Company received an advance of Rs, 141.75 crore against such share warrants. The shareholders approved the aforesaid issue of warrants through postal ballot on August 12, 2014. Pursuant to the approval of the Management Committee of the Board of Directors dated February 26, 2016 the outstanding warrants have been cancelled as the holders did not exercise the option within the due date of 18 months from the date of allotment, and Rs, 141.75 crore received as advance towards such warrants were forfeited in accordance with the SEBI ICDR Regulations during the year ended March 31, 2016. The said amount was credited to Capital Reserve account during the year ended March 31, 2016.

SEBI had issued Circular CIR/CFD/DIL/3-2013 dated January 17, 2013 prohibiting listed companies from framing any employee benefit scheme involving acquisition of its own securities from the secondary market. SEBI had issued Circular CIR/CFD/POLICYCELL/14/2013 dated November 29, 2013 extending the date of compliance to June 30, 2014. The management of the Company submitted the details of GWT to the stock exchanges. SEBI has issued a Notification dated October 28, 2014 notifying “The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014” (“SEBI Regulations”) whereby the Companies having existing schemes to which these regulations apply are required to comply with these regulations within one year of the effective date of the regulations and the trusts holding shares, for the purposes of implementing general employee benefit schemes, which exceed ten percent of the total value of the assets of the trusts, shall have a period of five years to bring down trusts’ holding in such shares to the permissible limits. SEBI published Frequently Asked Question (“FAQ”) on SEBI Regulations and clarified that appropriation of shares towards ESPS/ESOP/SAR/General Employee Benefits Scheme / Retirement Benefit Schemes by October 27, 2015 would be considered as compliance with proviso to regulation 3(12) of the SEBI Regulations. The Company may appropriate towards individual employees or sell in the market during next two years so that no inappropriate inventory remains thereafter. The shareholders have approved the revised terms and conditions of the scheme by passing a special resolution in the Annual General Meeting of the Company held on September 23, 2015 and that the Company will ensure compliance with other applicable provisions of the new regulations within the permissible time period. Pursuant to the implementation of Ind AS, the Company has consolidated the financial statements of GWT in its standalone financial statements and accordingly the loans has become NIL.

1. During the year ended March 31, 2012, the Company had entered into an agreement to issue 7,000 secured, redeemable, non convertible debentures of '' 1,000,000 each to ICICI Bank Limited (''ICICI'') (''Tranche 1''). During the year ended March 31, 2013 the Company had further entered into an agreement with ICICI to issue 3,000 secured, redeemable, non convertible debentures of Rs, 1,000,000 each (''Tranche 2''). These debentures are secured by way of

(i) first pari passu charge over 894.52 acres of land held by GKSEZ (ii) subservient charge on 8,236 acres of SEZ land held by KSPL (iii) first exclusive charge over Debt Service and Reserve Account (''DSRA'') maintained by the Company with ICICI and (iv) second ranking pledge over 30% of fully paid-up equity shares of Rs, 10 each of GGAL. These debentures are redeemable at a premium yielding 14.50% p.a. till March 25, 2013 and after March 25, 2013 with a yield of base rate of ICICI plus 4.50% p.a. The Tranche 1 is redeemable in thirty seven quarterly unequal installments commencing from March

25, 2012 and Tranche 2 is redeemable in thirty six quarterly unequal installments commencing from June 25, 2012. As at March 31, 2018, the Company has partially redeemed these debentures and the revised face value of these debentures after redemption is Rs, 567,500 (March 31, 2017: Rs, 717,500;) per debenture and the carrying value of outstanding debentures is Rs, 566.07 crore (March 31, 2017: Rs,714.33 crore). Further the lender has certain mandatory prepayment rights as per the terms of the agreements, including amendments thereof.

2. Pursuant to the approval of the Management Committee of the Board of Directors dated December 10, 2015, the Company has issued 7.50% Unlisted

FCCBs of USD 30.00 crore to Kuwait Investment Authority with a maturity period of 60 years. The subscriber can exercise the conversion option on and after 18 months from the closing date upto close of business on maturity date. Interest is payable on an annual basis. The FCCBs are convertible at Rs, 18 per share which can be adjusted downwards at the discretion of the Company, subject to the regulatory floor price. The exchange rate for conversion of FCCBs is fixed at Rs, 66.745/USD. The Company needs to take necessary steps in case the bondholders direct the Company to list the FCCBs on the Singapore Exchange Trading Limited.

3. Indian rupee term loan from a bank of Rs, 145.25 crore is outstanding as on March 31, 2018 (March 31, 2017: Rs, 183.25 crore) carries interest @ the lender''s Marginal Cost of Funds based Lending Rate of 1Y (I-MCLE-1Y) plus spread of 4.55% p.a. (March 31, 2017: the lender''s Marginal Cost of Funds based Lending Rate of 1Y (I-MCLE-1Y) plus spread of 4.55% p.a.) and interest is payable on a monthly basis. The loan is secured by (i) first pari passu charge over 894.52 acres of land held by GKSEZ (ii) subservient charge on 8,236 acres of SEZ land held by KSPL (iii) charge over Dividend / Interest Escrow Account of the Company into which all dividends and/or interest receivable by the Company from GEL and GGAL would be deposited and (iv) first ranking pledge/ NDU over 49% of equity shares of GGAL. The loan is repayable in eighteen structured quarterly installments commencing from December 25, 2016 and ending on March 25, 2021. Further the lender has certain mandatory prepayment rights as per the terms of the agreements, including amendments thereof.

4. Indian rupee term loan from a bank of '' Nil is outstanding as on March 31, 2018 (March 31, 2017: Rs, 79.59 crore) carried interest @ base rate of lender plus spread of 1.50% p.a. (March 31, 2017: base rate of lender plus spread of 1.50% p.a.) and interest was payable on a monthly basis. The loan was secured by i) an exclusive charge on loans and advances provided by the Company out of this loan facility ii) DSRA covering interest payment of one month and iii) securities as set out in note 16(39). The loan was repayable in five equal quarterly instalments commencing from March 26, 2017 as per the revised agreement dated May 23, 2016. The loan has been repaid in full during the current year.

5. Indian rupee term loan from a bank of Rs, 61.29 crore (March 31, 2017: Rs, 193.76 crore) carries interest @ base rate of lender plus spread of 1.05% p.a. (March 31, 2017: base rate of lender plus spread of 1.05% p.a.) and interest is payable on a monthly basis. The loan is secured by i) residual charge over all current assets and movable fixed assets of the Company with negative lien ii) first charge over loans and advances of the Company (excluding EPC division) to provide minimum cover of 1.25 times of the facility outstanding iii) first charge over cash flows of GMRHL iv) DSRA covering interest payment for the first three months and v) securities as set out in note 16(39). The loan is repayable in six structured quarterly instalments commencing from March 26, 2017 as per the revised agreement dated May 23, 2016. Further the lender has certain mandatory prepayment rights as per the terms of the agreements, including amendments thereof.

6. Indian rupee term loan from a bank of Rs, 41.03 crore ( March 31, 2017: Rs, 60.35 crore) carries interest @ base rate of lender plus spread of 0.85% p.a. (March 31, 2017: base rate of lender plus spread of 0.85% p.a.) and interest is payable on a monthly basis. The loan is secured by i) 10% of cash margin on the outstanding amount in the form of lien on fixed deposits in favour of the lender ii) an exclusive charge on assets created out of this facility iii) corporate guarantee of GEPL and iv) securities as set out in note 16(39). The loan is repayable in ten structured quarterly instalments commencing from March 6, 2017 as per the revised agreement dated May 23, 2016. The bank has a put option for full or part of the facility amount at the end of thirty six months from the date of first disbursement and every three months thereafter. Further the lender has certain mandatory prepayment rights as per the terms of the agreements, including amendments thereof.

7. Indian rupee term loan from a bank of Rs, 103.59 crore (March 31, 2017: Rs,117.07 crore) carries interest @ base rate of lender plus spread of 1.50% p.a. (March 31, 2017: base rate of lender plus spread of 1.50% p.a) and interest is payable on a monthly basis. The loan is secured by i) 10% of cash margin on the outstanding amount in the form of lien on fixed deposits in favour of the lender ii) charge on assets created out of this facility and iii) securities as set out in note 16(39). The loan is repayable in eight equal quarterly instalments commencing from January 27, 2018 as per the revised agreement dated May 23, 2016. The bank has a put option for full or part of the facility amount at the end of eighteen months from the date of first disbursement and every three months thereafter. Further the lender has certain mandatory prepayment rights as per the terms of the agreements, including amendments thereof.

8. Indian rupee term loan from a bank of Rs, 76.42 crore (March 31, 2017: Rs, 82.44 crore) carries interest @ base rate of lender plus spread of 1.25% p.a. (March 31, 2017: base rate of lender plus spread of 1.25% p.a.) and interest is payable on a monthly basis. The loan is secured by i) 10% of cash margin on the outstanding amount in the form of lien on fixed deposits in favour of the lender ii) an exclusive charge on assets created out of underlying facility by GISPL in favour of lender approved correspondent bank iii) second charge on cash flows of GISPL from coal trading under Coal Sales and Purchase Agreement with GCRPL iv) exclusive charge on loans given to GEL v) DSRA covering interest payment for the next three months and vi) securities as set out in note 16(39).

The loan is repayable in fourteen unequal semi-annually instalments commencing after twelve months from the date of first disbursement. Further the lender has certain mandatory prepayment rights as per the terms of the agreements, including amendments thereof.

9. Vehicle loan from a bank of Rs, 0.08 crore (March 31, 2017: Rs, 0.23 crore) carries interest @ 10.00% p.a. (March 31, 2017 : 10.00% p.a) and the same is payable on a monthly basis. The loan is repayable in sixty equal monthly instalments commencing from October 01, 2013 and is secured by the vehicle taken on loan.

10. Indian rupee term loan from a bank of Rs, 500.70 crore is outstanding as on March 31, 2018 (March 31, 2017: Rs, Nil) carries interest @ lender''s marginal cost of funds based lending rate (''MCLR'') plus spread of 3.10% p.a. (March 31, 2017: Nil) and interest is payable on a monthly basis. The loan is secured by (i) first charge on the assets taken on loan by the Company to provide minimum cover of 1.00 times of the facility outstanding (ii) extension of pledge over 20% shares of GEL along with all beneficial/economic voting rights (already cross collateralized for existing term loan facilities at the Company, RSSL, GGAL (Term Loan-I), GMRHL (Term Loan-I)) (iii) additional pledge over 8% shares of GEL along with all beneficial/economic voting rights and non disposal undertaking over 2% shares of GEL (prior to disbursement) (iv) pledge over 23.5% shares of GMR Airports Limited along with all beneficial/ economic voting rights (v) margin of 19.14% of outstanding amount (in form of FD/cash or any other instrument to the scarification of the lender). The loan is repayable in fourteen half yearly structured installments commencing after a moratorium period of one year from the date of first disbursement. Further the lender has certain mandatory prepayment rights as per the terms of the agreements.

11. Indian rupee term loan from a bank of '' 211.34 crore is outstanding as on March 31, 2018 (March 31, 2017: '' 253.73 crore) carries interest @ base rate of lender plus spread of 0.50% p.a. (March 31, 2017: base rate of lender plus spread of 0.50% p.a.) and interest is payable on a monthly basis. The loan is secured by i) 10% DSRA in the form of lien on fixed deposits in favour of the lender ii) Exclusive first charge on assets provided by the Company created out of this facility and iii) securities as set out in note 16(39). The loan is repayable in fourteen structured quarterly installments commencing from January 15, 2017 as per the revised agreement dated May 23, 2016. Further the lender has certain mandatory prepayment rights as per the terms of the agreements, including amendments thereof.

12. Indian rupee term loan from a bank of Rs, 370.44 crore is outstanding as on March 31, 2018 (March 31, 2017: Rs, 378.00 crore) carries interest @ lender''s marginal cost of funds based lending rate (''MCLR'') plus spread of 1.45% p.a. (March 31, 2017: lender''s marginal cost of funds based lending rate (''MCLR'') plus spread of 1.45% p.a.) and interest is payable on a monthly basis. The loan is secured by i) first charge on assets created out of this facility ii) 10% of cash margin on the outstanding amount in the form of lien on fixed deposits in favour of the lender and iii) securities as set out in note 16(39). The loan is repayable in twenty eight structured quarterly installments commencing from October, 2017. Further the lender has certain mandatory prepayment rights as per the terms of the agreements, including amendments thereof.

13. Indian rupee term loan from a bank of Rs, 14.89 crore (March 31, 2017: Rs, Nil) carries interest @ lender''s marginal cost of funds based lending rate (''MCLR'') plus spread of 1.35% p.a. and is payable on a monthly basis. The loan is secured by i) hypothecation of construction equipments/machineries purchased out of the term loan on exclusive basis and ii) pari passu first charge on the current assets of the Company and bank accounts of GIL-SIL JV. The loan is repayable in nineteen structured monthly instalments commencing after 2 months from the date of first disbursement.

14. Indian rupee term loan from a bank of Rs, 28.65 crore (March 31, 2017: Rs, Nil) carries interest @ 11.50% p.a. linked to MCLR and is payable on a monthly basis. The loan is secured by i) exclusive charge on the equipments purchased by the Company out of the term loan and ii) second charge on the current assets/ non current assets including bank account in respect of Dedicated Freight Corridor Corporation (DFCC) - 201 project. The loan is repayable in thirteen structured monthly instalments commencing from December 01, 2017.

15. Indian rupee term loan from a bank of Rs, 484.63 crore is outstanding as on March 31, 2018 (March 31, 2017: Rs, 482.43 crore) carries interest @ base rate of lender plus spread of 4.75% p.a. (March 31, 2017 : 4.75% p.a.) payable on a monthly basis. The loan is secured by (i) first pari passu charge on 894.52 acres of land held by GKSEZ and (ii) subservient charge on 8,236 acres of SEZ land held by KSPL. The loan is repayable in twelve structured quarterly instalments commencing from April 25, 2021 and ending on January 25, 2024 as per the revised agreement dated May 27, 2016. Further the lender has certain mandatory prepayment rights as per the terms of the agreements, including amendments thereof.

16. Indian rupee term loan from a bank of Rs, 7.51 crore is outstanding as on March 31, 2018 (March 31, 2017: Rs, 44.75 crore) carries interest at base rate of lender plus applicable spread of 3.25% p.a (March 31, 2017: base rate of lender plus applicable spread of 3.25% p.a.) and the interest is payable on a monthly basis. The loan is secured by an exclusive first mortgage and charge on i) residential property of Mr. G.B.S Raju, Director at Bangalore ii) certain immovable properties of Boyance Infrastructure Private Limited (''BIPL'') iii) non agricultural land of Hyderabad Jabilli Properties Private Limited (''HJPPL'') at Andhra Pradesh iv) non agricultural lands of Mr. G. M. Rao, Executive Chairman and v) commercial apartment owned by Honey Flower Estates Private Limited (''HFEPL'') and additionally secured by a) an irrevocable and unconditional guarantee of BIPL and HJPPL limited to the extent of the value of their property as stated aforesaid b) an irrevocable and unconditional guarantee of GEPL, BIPL and HFEPL and c) demand promissory note equal to principal amount of the loan and interest payable on the loan given by the Company. The loan is repayable in thirteen equal quarterly installments starting July 1, 2015 as per the revised agreement dated April 10, 2015. Further the lender has certain mandatory prepayment rights as per the terms of the agreements, including amendments thereof.

17. Indian rupee term loan from a bank of Rs, 29.90 crore (March 31, 2017: Rs, 89.25 crore) carries interest @ lender''s MCLR plus spread of 5.00% p.a. (March 31, 2017: lender''s MCLR plus spread of 5.00% p.a.) payable on a monthly basis. The loan is secured by a first mortgage and charge on 117.96 acres of land or such additional land held by GKSEZ to give a minimum cover equivalent to the facility amount. The loan is repayable in eighteen equal monthly installments commencing from the end of six months from October 26, 2016.

18. Indian rupee term loan from a financial institution of Rs, 8.27 crore is outstanding as on March 31, 2018 (March 31, 2017: Rs, 19.26 crore) carries interest @ 14.75% p.a. linked with SBR on reducing balance (March 31, 2017: 14.75% p.a. linked with SBR on reducing balance) and is payable on a monthly basis. The loan is repayable in fifty seven monthly installments commencing from April, 2014. The loan is secured by a charge on the assets purchased out of the loan proceeds by the Company.

19. Indian rupee term loan from a financial institution of Rs, 129.42 crore is outstanding as on March 31, 2018 (March 31, 2017: Rs, 172.38 crore) carries interest rate @ 14.25% p.a. (March 31, 2017: 14.25% p.a.) and is payable on a monthly basis. The loan is repayable in eighteen quarterly installments commencing from October'' 2016. The loan is secured by way of i) first mortgage and charge on non-agriculture lands of SJK Powergen Limited (''SJK'') ii) pledge of 20,000,000 equity shares of '' 1 each of the Company, held by GEPL and iii) pledge of such number of equity shares of Rs, 10 each of GEL having book value of minimum of Rs, 400.00 crore held by the Company and in case of default of repayment of loan, the lender has the right to convert the loan into equity.

20. Indian rupee term loan from a financial institution of Rs, 137.61 crore (March 31, 2017: Rs,Nil) carries interest @ the lender''s benchmark rate plus spread of 3.30% p.a. The loan is secured by i) a mortgage on exclusive first charge basis on a) 99.76 acres of immovable property held by RSSL b) 10 acres of immovable property held by GEPL c) 10 acres of immovable property held by Fabcity Properties Private Limited d) 11.46 acres of immovable property held by GMR Bannerghatta Properties Private Limited e) 10 acres of immovable property held by Sri Varalakshmi Jute Twine Mills Private Limited f) 13.225 acres of land held by BIPL. g) 246.10 square meter of house property located in New Delhi held by DG Buildwell Private Limited h) commercial property held by Grandhi Enterprises Private Limited and corporate guarantee of these entities which are giving mortgage charge ii) minimum 0.75 time cover on the loan amount by way of first pari-passu charge over SEZ land held by KSPL iii) pledge of 10,551,655 unlisted shares of Rajam Enterprises Private Limited iv) Pledge of 6,024,097 listed shares of the Company on exclusive charge basis v) DSRA covering interest payment for two quarters and principal repayment for one quarter in the form of fixed deposit vi) escrow over all the receivables from KSPL on exclusive charge basis and vii) post dated cheques (''PDC'') for interest and principal repayments. The loan is repayable in fourty eight monthly installments commencing after a moratorium period of 12 months from the date of first disbursement. Further the lender has certain mandatory prepayment rights as per the terms of the agreements.

21. Vehicle loan taken from a financial institution of Rs, 17.56 crore (March 31, 2017: Rs, Nil) carries interest @ 9.50% p.a. (March 31, 2017 :Nil) payable on a monthly basis. The loan is repayable in thirty four monthly instalments commencing after two months from the date of first disbursement. The loan is secured by a charge on the assets purchased out of loan proceeds by the Company.

22. Indian rupee term loan from a financial institution of Rs, 73.96 crore (March 31, 2017: Rs, Nil) carries interest @ SREI Benchmark Rate (SBR) less spread of 4.25% p.a. (March 31, 2017 : Nil) payable on a monthly basis. The loan is repayable in five equal monthly instalments commencing from January 2019. The loan is secured by i) first charge on all the current assets, present and future, including the cash flow of the DFCC-202 project ii) second charge over all the movable fixed asset of the DFCC-202 project including project documents and all licences, permits, approvals, censent and insurance policies iii) exclusive charge by way of pledge of 19% equity share of GMRHL. Further the lender has certain mandatory prepayment rights as per the terms of the agreements.

23. Indian rupee term loan from a financial institution of Rs, 128.52 crore (March 31, 2017: Rs, 149.82 crore) carries interest @ 12.00% p.a. (March 31, 2017: 12.00% p.a.) payable on a quarterly basis. The loan is repayable in seven equal annual instalments commencing at the end of four years from the date of first disbursement. The loan is secured by exclusive first charge on land held by GKSEZ.

24. Indian rupee term loan from a financial institution of Rs, 399.62 crore (March 31, 2017: Rs, 498.61 crore) carries interest @ 11.75% p.a. (March 31, 2017: 11.75% p.a.) payable on a half yearly basis. The loan is repayable in ten equated annual instalments commencing from December 2012. The loan is secured by a first pari passu charge on 8,236 acres of land held by KSPL.

25. Indian rupee term loan from a financial institution of '' 259.90 crore (March 31, 2017: '' 259.74 crore) carries interest @ 12.15% p.a. (March 31, 2017: 12.15% p.a.) payable on a quarterly basis. The loan is repayable in six equal annual installments commencing at the end of five years from the date of first disbursement. The loan is secured by an exclusive first charge on certain immovable properties located in the State of Andhra Pradesh (''AP'') owned by Namitha Real Estate Private Limited (NREPL), a subsidiary of the Company, Corporate Infrastructure Services Private Limited, a fellow subsidiary, Varalaxmi Ju


Mar 31, 2016

1 CORPORATE INFORMATION

GMR Infrastructure Limited (''GIL'' or ''the Company'') is a public limited Company domiciled in India. Its equity shares are listed on two stock exchanges in India. The Company carries its business in the following business segments:

a. Engineering Procurement Construction (EPC)

The Company is engaged in handling EPC solutions in the infrastructure sector.

b. Others

The Company''s business also comprises of investment activity and corporate support to various infrastructure Special Purpose Vehicles (SPV).

2 BASIS OF PREPARATION

The financial statements of the Company have been prepared in accordance with the generally accepted accounting principles in India (''Indian GAAP''). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under section 133 of the Companies Act 2013 (''the Act''), read with paragraph 7 of the Companies (Accounts) Rules 2014. The financial statements have been prepared on an accrual basis and under the historical cost convention.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

3 (A) GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with Life Insurance Corporation of India in the form of a qualifying insurance policy.

The following tables summarise the components of net benefit expenses recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet for gratuity benefit.

4 LEASES

Office premises and equipments taken by the Company are obtained on operating leases. The Company entered into certain cancellable operating lease arrangements and certain non-cancellable operating lease arrangement towards office premises. The equipments are taken on hire on need basis. There are no escalation clauses in the lease agreements. There are no restrictions imposed by lease arrangements. There are no subleases. The lease rentals charged during the year and maximum obligation on the long term non-cancellable operating leases as per the lease agreement are as follows:

5 INFORMATION ON JOINTLY CONTROLLED ENTITY AS PER ACCOUNTING STANDARD-27

The Company directly holds 1.74% (March 31, 2015: 0.21%) of the equity shares of GMCAC and 38.26% (March 31, 2015: 39.79%) of the equity shares of GMCAC through its subsidiary company. GMCAC is incorporated in Phillipines and is involved in development and operation of airport infrastructure.

The Company''s ownership and voting power of GMCAC along with its share in the assets, liabilities, income, expenses, contingent liabilities and commitments are as follows:

6 SEGMENT INFORMATION

The segment reporting of the Company has been prepared in accordance with Accounting Standard 17 on Segment Reporting, notified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014. The primary segment reporting format is determined to be business segment as the Company''s risk and rates of return are affected predominantly by difference in the services provided. Secondary information is reported geographically.

The business segments of the Company comprise of the following:

7 CAPITAL AND OTHER COMMITMENTS Capital commitments

a) Estimated amount of contracts remaining to be executed on capital account not provided for, net of advances Rs. Nil Crore (March 31, 2015: Nil).

Other commitments

1. The Company has committed to provide financial assistance as tabulated below:

2. The Company has provided commitment to fund the cost overruns over and above the estimated project cost or cash deficiency, if any, to the lenders of the following subsidiaries, to the extent as defined in the agreements executed with the respective lenders:

3. The Company has extended comfort letters to provide continued financial support to the following subsidiaries, to ensure that these subsidiaries are able to meet their debts, commitments (including commitments towards investee entities) and liabilities as they fall due and they continue as going concerns:

4. The Company has entered into agreements with the lenders wherein the promoters of the Company and the Company has committed to hold directly or indirectly at all times at least 51% of the equity share capital of the below mentioned subsidiary Companies and not to sell, transfer, assign, dispose, pledge or create any security interest except pledge of shares to the respective lenders as covered in the respective agreements with the lenders:

5. GEL has issued following fully paid up CCCPS:

During the year ended March 31, 2011, GEL had issued 13,950,000 CCCPS of Rs. 1,000 each. These preference shares were held by Claymore investments (Mauritius) Pte Limited, IDFC Private Equity Fund III, Infrastructure Development Finance Company Limited, IDFC Investment Advisors Limited, Ascent Capital Advisors India Private Limited, and Argonaut Ventures (collectively called as Investors). During the year ended March 31, 2014, GEL has entered into an amended and restated share subscription and shareholders agreement (''Amended SSA'') with the investors, the Company and other GMR group companies. The Investors continue to hold 6,900,000 CCCPS in GEL and a new investor GKFF Capital has subscribed to additional 325,000 CCCPS of Rs. 1,000 each (collectively referred to as ''Portion B securities''). As per the Amended SSA and Share Purchase Agreement (''SPA'') between the investors, GEL and other GMR Group Companies, 7,050,000 CCCPS with a face value of Rs. 705.00 Crore (''Portion A Securities'') have been bought by GREEL and GEPML for a consideration ofRs. 11,69.17 Crore. Portion A securities shall be converted into equity shares of GEL as per the terms prescribed in clause 5 of the SPA not later than the date of conversion of Portion B securities. As defined in the terms of Amended SSA, GEL has to provide an exit to the Portion B Securities investors within 30 months from last return date (November 29, 2013) at the agreed price of Rs. 1,278.67 Crore ("Investor exit amount"). In case of non-occurrence of QIPO within 24 months from the last return date, GMR Group may give an exit to Portion B securities investors at investor exit amount by notifying them the intention to purchase the preference shares within 30 days from the expiry of the 24th month. In case of non-occurrence of QIPO or no notification from GMR group companies as stated aforesaid, the Portion B securities investors have the sole discretion to exercise the various rights under clause 10 of the Amended SSA. Prior to the completion of the transaction as per the Subscription Agreement as detailed above, the Portion B Securities held by the Investors need to be converted into a fixed number of equity shares of GEL along with the Portion A Securities held by GEPML and GREEL.

During the year ended March 31,2016, the Investors have not exercised various rights under clause 10 of the Amended SSA and the management of GEL is currently negotiating with the Investors to amend the Amended SSA.

6. During the year ended March 31, 2011 GAL has issued 2,298,940 non-cumulative compulsory convertible non-participatory preference shares (CCPS 1) bearing 0.0001% dividend on the face value of Rs. 1,000 each fully paid up amounting to Rs. 229.89 Crore at a premium of Rs. 2,885.27 each totaling to Rs. 663.31 Crore to Macquaire SBI Infrastructure Investments 1 Limited, ("Investor I") for funding and consolidation of airport related investments by the Group. Further, during the year ended March 31.2013 GAL issued 1,432,528 non-cumulative compulsory convertible non- participatory preference shares (CCPS 2) bearing 0.0001% dividend on the face value of Rs. 1,000 each fully paid up amounting to Rs. 143.25 Crore at a premium of Rs. 3,080.90 each totaling to Rs. 441.35 Crore to Standard Chartered Private Equity (Mauritius) III Limited, JM Financial - Old Lane india Corporate Opportunities Fund I Limited, JM Financial Trustee Company Private Limited, JM Financial Products Limited and Build India Capital Advisors LLP ("Investors II"). The Company and GAL have provided Investor I and Investors II various conversion and exit options at an agreed internal rate of return as per the terms of the Restructuring Options Agreements and Investment agreements executed between the Company, GAL, Investor I and Investor II.

As per the terms of CCPS 1 S CCPS 2, these were either convertible into equity shares on or before April 06, 2015 or the Company had an option to exercise the call Options requiring the investors to transfer these shares in favour of the Company. The Company exercised such call option on April 01, 2015 on all these shares. The payment of call price is subject to the prior approval of the Reserve Bank of India. The Company and the Investors thereafter, basis mutual discussions, decided to restructure the investments, which is subject to prior approval of Reserve Bank of india and have filed a joint application to the Reserve Bank of India on October 01, 2015. As per the revised understanding, these shares will be converted into equity shares in two tranches ending on June 2017. Pending approval of RBI, the Company and these shareholders and GAL have signed an ''Amended and Restated Investment Agreement'' on December 24, 2015 which shall be effective upon receipt of approval from RBI. Further the Company has also entered into a Share Purchase Agreement with JM Financials Trustee Private Limited (JMFI) and Build India Capital Advisors (BICA) on December 21,2015 to buy out their shares. Share transfer is yet to be completed."

7. For commitment relating to lease arrangements (refer note 29).

8. The Company has certain long term unquoted investments which have been pledged as security towards loan facilities sanctioned to the Company and the investee Companies (refer note 13).

9. During the year ended March 31,2014, the Company along with its subsidiaries entered into a definitive agreement (''SPA'') with Malaysia Airports MSC Sdn Bhd (''Buyer'') for sale of 40% equity stake in their jointly controlled entities, ISG, LGM. Pursuant to the SPA entered with the buyer, the Company along with its subsidiaries had provided a guarantee of Euro 4.50 Crore towards tax claims, as specified in the SPA for a period till May 2019.

10. For commitment relating to FCCB''s (refer note 5(19)).

8 As per the transfer pricing rules prescribed under the IT Act, the Company is examining domestic and international transactions and documentation in respect thereof to ensure compliance with the said rules. The management does not anticipate any material adjustments with regard to the transaction involved.

9 Certain amounts (currency value or percentages) shown in the various tables and paragraphs included in the financial statements have been rounded off or truncated as deemed appropriate by the management of the Company.

10 Previous year''s figures have been regrouped and reclassified, wherever necessary, to conform to the current year''s classifications.


Mar 31, 2015

1. CORPORATE INFORMATION

GMR Infrastructure Limited (''GIL'' or ''the Company'') is a public limited Company domiciled in India. Its equity shares are listed on two stock exchanges in India. The Company carries its business in the following business segments:

a. Engineering Procurement Construction (EPC)

The Company is engaged in handling EPC solutions in the infrastructure sector.

b. Others

The Company''s business also comprises of investment activity and corporate support to various infrastructure Special Purpose Vehicles (SPV).

2. BASIS OF PREPARATION

The financial statements of the Company have been prepared in accordance with the generally accepted accounting principles in India (''Indian GAAP''). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under section 133 of the Companies Act 2013 (''the Act''), read with paragraph 7 of the Companies (Accounts) Rules 2014. The financial statements have been prepared on an accrual basis and under the historical cost convention.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

3.Share Capital:

a) Terms / rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 1 per share. Every member holding equity shares therein shall have voting rights in proportion to the member''s share of the paid up equity share capital. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares would be entitled to receive remaining assets of the Company, after distribution of all the preferential amounts. The distribution will be in proportion to the number of equity shares held by the equity shareholders.

b) Terms / rights attached to CCPS

During the year ended March 31, 2014, pursuant to the equity shareholders'' approval obtained on March 20, 2014, the Company issued 11,366,704 CCPS of face value of Rs. 1,000 each comprising of (a) 5,683,351 Series A CCPS each fully paid up, carrying a coupon rate of 0.001% per annum (''p.a.'') and having a term of 17 months from the date of allotment and (b) 5,683,353 Series B CCPS each fully paid up, carrying a coupon rate of 0.001% p.a. and having a term of 18 months from the date of allotment, to IDFC Limited, Dunearn Investments (Mauritius) Pte Limited, GKFF Ventures, Premier Edu-Infra Solutions Private Limited and Skyron Eco-Ventures Private Limited. The Series A CCPS and Series B CCPS shall be converted into equity shares upon the expiry of their respective terms in accordance with the provisions of Chapter VII of the SEBI (Issue of Capital Disclosure Requirements) Regulations, 2009, as amended (''ICDR Regulations''). The number of equity shares allotted to the Investors upon conversion of the Investor Securities shall be on the basis of the minimum permissible price, computed in accordance with Regulation 76 read with Regulation 71(b) of the SEBI ICDR Regulations on the conversion date.

The preference shareholders have a right to attend General Meetings of the Company and vote on resolutions directly affecting their interest. In the event of winding up, the Company would repay the preference share capital in priority to the equity shares of the Company but it does not confer any further right to participate either in profits or assets of the Company.

(c) Pursuant to the approval of the Management Committee of the Board of Directors dated April 18, 2015, the Company approved the allotment of 934,553,010 equity shares of face value of Rs. 1 each at a price of Rs. 15 per equity share (including share premium of Rs. 14 per equity share) for an amount aggregating to Rs. 1,401.83 Crore to the existing equity shareholders of the Company on rights basis in the ratio of 3 equity shares for every 14 equity shares held by equity shareholders under chapter IV of the ICDR Regulations and provisions of all other applicable laws and regulations.

(d) On July 02, 2014, the Board of Directors of the Company have approved an issue and allotment of up to 180,000,000 warrants having an option to apply for and be allotted equivalent number of equity shares of face value of Rs. 1/- each on a preferential basis under chapter VII of the ICDR Regulations and provisions of all other applicable laws and regulations and accordingly the Company has received an advance of Rs. 141.75 Crore against such share warrants. The Shareholders have approved the aforesaid issue of warrants through postal ballot on August 12, 2014.

(e) Pursuant to the approval of the Management Committee of the Board of Directors dated July 10, 2014, the Company issued 468,817,097 equity shares of Rs. 1 each, at an issue price of Rs. 31.50 per equity share (which is at a discount of Rs. 1.64 per equity share on the floor price of Rs. 33.14 per equity share and including Rs. 30.50 per share towards share premium) aggregating to Rs. 1,476.77 Crore to qualified institutional buyers ("QIB") under chapter VIII of the ICDR Regulations and provisions of all other applicable laws and regulations. The Shareholders had approved the aforesaid issue of equity shares by way of a special resolution dated March 20, 2014.

4. GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with Life Insurance Corporation of India in the form of a qualifying insurance policy.

The following tables summaries the components of net benefit expense recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet for gratuity benefit.

5. INFORMATION ON JOINTLY CONTROLLED ENTITY AS PER ACCOUNTING STANDARD

The Company directly holds 0.21% (March 31, 2014: Nil) of the equity shares of GMCAC and 39.79% (March 31, 2014: Nil) of the equity shares of GMCAC through its subsidiary company. GMCAC is incorporated in Phillipines and is involved in development and operation of airport infrastructure.

The Company directly held 27.55% of the equity shares of ISG and 12.45% of the equity shares of ISG through its subsidiary company. ISG is incorporated in Turkey and is involved in development and operation of airport infrastructure. During the year ended March 31, 2014, the Company along with its subsidiaries had entered into a definitive agreement with Malaysia Airports MSC Sdn Bhd (Buyer) for sale of their 40% equity stake in their jointly controlled entities; ISG and LGM, as detailed in note 26(2).

6. SEGMENT INFORMATION

The segment reporting of the Company has been prepared in accordance with Accounting Standard 17 on Segment Reporting, notified under section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014. The primary segment reporting format is determined to be business segment as the Company''s risk and rates of return are affected predominantly by difference in the services provided. Secondary information is reported geographically.

The business segments of the Company comprise of the following:

Segment Description of Activity

EPC Handling of engineering, procurement and construction activities in Infrastructure Sector.

Others Investment activity and corporate support to various infrastructure SPVs.

7. RELATED PARTIES

a) Names of related parties and description of relationship:

Description of Name of the related parties relationship Holding Company GMR Holdings Private Limited (GHPL)

Subsidiary GMR Renewable Energy Limited (GREEL) Companies GMR Energy Limited (GEL)

GMR Power Corporation Limited (GPCL)

GMR Vemagiri Power Generation Limited (GVPGL)

GMR Energy Trading Limited (GETL)

GMR (Badrinath) Hydro Power Generation Private Limited (GBHPL)

GMR Mining and Energy Private Limited (GMEL)

GMR Kamalanga Energy Limited (GKEL)

GMR Consulting Services Private Limited (GCSPL)

GMR Rajahmundry Energy Limited (GREL)

SJK Powergen Limited (SJK)

GMR Coastal Energy Private Limited (GCEPL)

GMR Bajoli Holi Hydropower Private Limited (GBHHPL)

GMR Chhattisgarh Energy Limited (GCHEPL)

GMR Londa Hydropower Private Limited (GLHPPL)

GMR Kakinada Energy Private Limited (GKEPL)

EMCO Energy Limited (EMCO)

Delhi International Airport Private Limited(DIAL)

Delhi Aerotropolis Private Limited (DAPL)

GMR Hyderabad International Airport Limited (GHIAL)

Hyderabad Menzies Air Cargo Private Limited (HMACPL)

Hyderabad Airport Security Services Limited (HASSL)

GMR Hyderabad Airport Resource Management Limited (GHARML)

GMR Hyderabad Aerotropolis Limited (HAPL)

GMR Hyderabad Aviation SEZ Limited (GHASL)

GMR Hyderabad Multiproduct SEZ Limited (GHMSL)

GMR Hotels and Resorts Limited (GHRL)

Gateways for India Airports Private Limited (GFIAL)

GMR Highways Limited (GMRHL)

GMR Tuni Anakapalli Expressways Limited (GTAEPL)

GMR Highways Projects Private Limited (GHPPL)

GMR Tambaram Tindivanam Expressways Limited (GTTEPL)

GMR Ambala Chandigarh Expressways Private Limited (GACEPL)

GMR Pochanpalli Expressways Limited (GPEPL)

GMR Hyderabad Vijayawada Expressways Private Limited (GHVEPL)

GMR Chennai Outer Ring Road Private Limited (GCORRPL)

GMR OSE Hungund Hospet Highways Private Limited (GOSEHHHPL)

GMR Kishangarh Udaipur Ahmedabad Expressways Limited (GKUAEL)

GMR Krishnagiri SEZ Limited (GKSEZ)

Advika Properties Private Limited (APPL)

Aklima Properties Private Limited (AKPPL)

Amartya Properties Private Limited (AMPPL)

Baruni Properties Private Limited (BPPL)

Camelia Properties Private Limited (CPPL)

Eila Properties Private Limited (EPPL)

Gerbera Properties Private Limited (GPL)

Lakshmi Priya Properties Private Limited (LPPPL)

Honeysuckle Properties Private Limited (HPPL)

Idika Properties Private Limited (IPPL)

Krishnapriya Properties Private Limited (KPPL)

Nadira Properties Private Limited (NPPL)

Prakalpa Properties Private Limited (PPPL)

Purnachandra Properties Private Limited (PUPPL)

Shreyadita Properties Private Limited (SPPL)

Sreepa Properties Private Limited (SRPPL)

Bougainvillea Properties Private Limited (BOPPL)

Honeyflower Estates Private Limited (HFEPL)3

Namitha Real Estate Private Limited (NREPL)3

GMR Gujarat Solar Power Private Limited (GGSPPL)

GMR Airports Limited (GAL)

GMR Corporate Affairs Private Limited (GCAPL)

GMR SEZ & Port Holdings Private Limited (GSPHPL)

GMR Aviation Private Limited (GAPL)

GMR Business Process and Services Private Limited (GBPSPL)

Dhruvi Securities Private Limited (DSPL)

Himtal Hydro Power Company Private Limited(HHPPL)

GMR Upper Karnali Hydro Power Limited (GUKPL)

GMR Energy (Mauritius) Limited (GEML)

GMR Lion Energy Limited (GLEL)

GMR Energy (Cyprus) Limited (GECL)

GMR Energy (Netherlands) BV (GENBV)

PT Unsoco (PT)

PT Dwikarya Sejati Utma (PTDSU)

PT Duta Sarana Internusa (PTDSI)

PT Barasentosa Lestari (PTBSL)

GMR Infrastructure (Mauritius) Limited (GIML)

GMR Infrastructure (Cyprus) Limited (GICL)

GMR Infrastructure Overseas (Malta) Limited (GIOSL) (Formerly known as GMR Infrastructure Overseas Sociedad Limitada)

GMR Infrastructure (UK) Limited (GIUL)

GMR Airports (Malta) Limited (GMRAML)

GMR Infrastructure (Global) Limited (GIGL)

GMR Infrastructure (Singapore) Pte Limited(GISPL)

GMR Energy (Global) Limited (GEGL)

Homeland Energy Group limited (HEGL)

Homeland Energy Corporation (HEC)12

Homeland Mining & Energy SA (Pty) imited (HMES)12

Homeland Coal Mining (Pty) Limited (HCM) 12

Ferret Coal (Kendal) (Pty) Limited (FCK)12

Corpclo 331 (Pty) Limited (CPL)12

GMR Maharashtra Energy Limited (GMAEL)

GMR Bundelkhand Energy Private Limited (GBEPL)

GMR Uttar Pradesh Energy Private Limited (GUPEPL)

GMR Hosur Energy Limited (GHOEL)

Karnali Transmission Company Private Limited (KTCPL)

Marsyangdi Transmission Company Private Limited (MTCPL)

GMR Indo-Nepal Energy Links Limited (GINELL)

GMR Indo-Nepal Power Corridors Limited (GINPCL)

Aravali Transmission Service Company Limited (ATSCL)

Maru Transmission Service Company Limited (MTSCL)

GMR Energy Projects (Mauritius) Limited (GEPML)

Hyderabad Duty Free Retail Limited (HDFRL)

GMR Airport Developers Limited (GADL)

GADL International Limited (GADLIL)

GADL (Mauritius) Limited (GADLML)

Deepesh Properties Private Limited (DPPL)

Larkspur Properties Private Limited (LAPPL)

Padmapriya Properties Private Limited (PAPPL)

Radha Priya Properties Private Limited (RPPL)

Pranesh Properties Private Limited (PRPPL)

Kakinada SEZ Private Limited (KSPL)

GMR Power Infra Limited (GPIL)

GMR Male International Airport Private Limited (GMIAL)

GMR Male Retail Private Limited (GMRPL)

GMR Coal Resources Pte Limited (GCRPL)

GMR Airport Handling Services Company Limited (GAHSCL)

GMR Airport Global Limited (GAGL)

GMR Hosur Industrial City Private Limited (GHICL) (Formerly known as Lantana Properties Private Limited (LPPL))

Asteria Real Estate Properties Private Limited (AREPL)

GMR Infrastructure Overseas Limited (GIOL)

GMR Hosur EMC Private Limited( GHEMCPL)2

GMR Airports (Mauritius) Limited (GAML)2

Delhi Duty Free Services Private Limited (DDFS)6

GMR Hyderabad Airport Power Distribution Limited (GHAPDL)

GMR Aerospace Engineering Limited (GAECL) (formerly known as MAS GMR Aerospace Engineering Company Limited (MGAECL))10

Delhi Airport Parking Services Private Limited (DAPSL)10

GMR Aero Technic Limited (GATL) (formerly known as MAS GMR Aero Technic Limited (MGATL))10

East Godavari Power Distribution Company Private Limited (EGPDCPL)9

Suzone Properties Private Limited (SUPPL)9

Lilliam Properties Private Limited (LIPPL)9

GMR Utilities Private Limited (GUPL)1

Enterprises where Istanbul Sabiha Gokcen Uluslararasi Havalimani significant Yer Hizmetleri Anonim Sirketi (SGH) 7 influence exists Rampia Coal Mine and Energy Private Limited (RCMEPL)

TVS GMR Aviation Logistics Limited (TVS GMR)7

Limak GMR Construction JV(CJV)

Celebi Delhi Cargo Terminal Management India Private Limited (CDCTM)

Delhi Cargo Service Centre Private Limited (DCSCPL)8

Delhi Aviation Services Private Limited (DASPL)

Travel Food Services (Delhi Terminal 3) Private Limited (TFS)

Devyani Food Street Private Limited (DFSPL)8

Delhi Select Services Hospitality Private Limited (DSSHPL)8

Wipro Airport IT Services Limited (WAISL)

TIM Delhi Airport Advertisment Private Limited (TIM)

LGM Havalimani Isletmeleri Ticaret Ve Turizm Anonim Sirketi (LGM)7

Tshedza Mining Resource (Pty) Limited (TMR)7

Nhalalala Mining (Pty) Ltd (NML)7

PT Golden Energy Mines Tbk (PTGEMS)

PT Tanjung Belit Bara Utama (TBBU)

PT Roundhill Capital Indonesia (RCI)

PT Kuansing Inti Makmur (KIM)

PT Trisula Kencana Sakti (TKS)

PT Borneo Indobara (BIB)

PT Karya Cemerlang Persada (KCP)

PT Bungo Bara Utama (BBU)

PT Bara Harmonis Batang Asam (BHBA)

PT Berkat Nusantara Permai (BNP)

PT Bumi Anugerah Semesta (BAS)5

GEMS Trading Resources Pte Limited (GEMSCR) (Formerly known as GEMS Coal Resources Pte Limited)

Delhi Aviation Fuel Facility Private Limited (DAFF)

Laqshya Hyderabad Airport Media Private Limited (Laqshya)

Jadcherla Expressways Private Limited (JEPL)4 (formerly known as GMR Jadcherla Expressways Limited (GJEPL))

Ulundurpet Expressways Private Limited (UEPL)4 (GMR Ulundurpet Expressways Private Limited (GUEPL))

GMR Trading Resources Pte. Limited (GEMSCR)

Asia Pacific Flight Training Academy Limited (APFT)

East Delhi Waste Processing Company Private Limited (EDWPCPL)4

Enterprises where Welfare Trust of GMR Infra Employees (GWT) key managerial personnel or their GMR Varalaxmi Foundation (GVF) relatives exercise significant GMR Family Fund Trust (GFFT) influence (Where transactions GMR Infra Ventures LLP (GIVLLP) have taken place ) GMR Enterprises Private Limited (GEPL)

Grandhi Enterprises Private Limited (GREPL)

GMR Business and Consulting LLP (GBC)

Jointly controlled Istanbul Sabiha Gokcen Uluslararasi Havalimani enity Yatirim Yapim Ve Isletme Anonim Sirketi (ISG)7

GMR Megawide Cebu Airport Corporation (GMCAC)11

Fellow Subsidiaries Raxa Security Services Limited (RSSL) (Where transactions have taken place ) GMR Projects Private Limited (GPPL)

GMR Hebbal Towers Private Limited (GHTPL)

GMR Bannerghatta Properties Private Limited (GBPPL)

GMR Sports Private Limited (GSPL)

GMR Holding Malta Limited (GHML)

Ravi Verma Realty Private Limited (RRPL)

Cadence Retail Private Limited (CRPL)

GEOKNO India Private Limited (GEOKNO)

Key management Mr. G.M. Rao (Executive Chairman) personnel and their relatives Mrs. G Varalakshmi (Relative)

Mr. G.B.S. Raju (Director)

Mr. Grandhi Kiran Kumar (Managing director w.e.f July 28, 2013)

Mr. O.B. Raju (Director)

Mr. Srinivas Bommidala (Director)

Mr. B.V. N. Rao (Director) (March 31,2014: Resigned as a Managing Director w.e.f July 28, 2013)

Mr. C.P. Sounderarajan (Company Secretary)

Mr. Madhva Bhimacharya Terdal (Group CFO )

1. Subsidiaries incorporated during the year ended March 31,2015.

2. Subsidiaries incorporated during the previous year.

3. Subsidiaries acquired during the previous year.

4. Ceased to be a subsidiary during the previous year and became an enterprise where significant influence exists.

5. Subsidiary of PTGEMS incorporated during the previous year.

6. Ceased to be a jointly controlled entity and became a subsidiary during the previous year.

7. Ceased to be a jointly controlled entity during the previous year.

8. Ceased to be a jointly controlled entity during the year ended March 31,2015.

9. Subsidiaries acquired during the year ended March 31,2015

10. Ceased to be a jointly controlled entity and became a subsidiary during the year ended March 31,2015.

11. Jointly controlled entity incorporated during the year ended March 31,2015.

12. Ceased to be a subsidiary during the year ended March 31,2015.

8. CAPITAL AND OTHER COMMITMENTS:

a) Capital commitments

Estimated amount of contracts remaining to be executed on capital account not provided for, net of advances '' Nil Crore (March 31, 2014: Rs. 0.01 Crore).

b) During the year ended March 31, 2011 GAL has issued 2,298,940 non-cumulative compulsory convertible non-participatory preference shares (CCPSI) bearing 0.0001% dividend on the face value of Rs. 1,000 each fully paid up amounting to Rs. 229.89 Crore at a premium of Rs. 2,885.27 each totaling to Rs.663.31 Crore to Macquaire SBI Infrastructure Investments 1 Limited, ("Investor I") for funding and consolidation of airport related investments by the Group. Further, during the year ended March 31.2013 GAL issued 1,432,528 non-cumulative compulsory convertible non-participatory preference shares (CCPS 2) bearing 0.0001% dividend on the face value of Rs. 1,000 each fully paid up amounting to Rs. 143.25 Crore at a premium of Rs. 3,080.90 each totaling to Rs. 441.35 Crore to Standard Chartered Private Equity (Mauritius) III Limited, JM Financial - Old Lane India Corporate Opportunities Fund I Limited, JM Financial Trustee Company Private Limited, JM Financial Products Limited and Build India Capital Advisors LLP ("Investors II"). The Company and GAL have provided Investor I and Investors II various conversion and exit options at an agreed internal rate of return as per the terms of the Restructuring Options Agreements and Investment agreements executed between the Company, GAL, Investor I and Investor II.

Further , as per the terms of CCPSI & CCPS-2, these were either convertible into equity shares on or before April 6,2015 or the Company has an option to exercise the call options anytime between July 5,2014 to April 5,2015 requiring the investors to transfer these shares in favour of the Company.

On the basis of the Investor Agreement the Company, vide its letter dated April 01, 2015 has exercised the call Option to acquire CCPSI & CCPS-2 , at a Call Price to be computed in the manner provided in the respective agreements entered between the investors and the Company. The completion of transaction is pending receipt of requisite approvals from the relevant authorities.

c) For commitment relating to lease arrangements (refer note 29).

d) The Company has certain long term unquoted investments which have been pledged as security towards loan facilities sanctioned to the Company and the investee Companies (refer note 13).

e) Refer note 26 (2) for tax commitment relating to sale of investment in ISG.

f) Refer note 3 (c) for commitments relating to CCPS issued by the Company.

9. CONTINGENT LIABILITIES

a) Contingent liabilities include

As at

Particulars March 31,2015 March 31,2014 (Rs. in Crore) (Rs. in Crore)

Corporate guarantees availed by the group Companies

(a) sanctioned 25,247.37 21,508.80

(b) outstanding 16,923.36 15,566.28

Bank guarantees

(a) sanctioned 300.00 300.00

(b) outstanding 190.98 149.43

Letter of comfort provided on behalf of group Companies to banks

(a) sanctioned 1,435.00 1,435.00

(b) outstanding 277.22 74.19

Matters relating to indirect taxes 93.54 26.72 under dispute

Matters relating to direct taxes 5.83 under dispute1

Claims against the company not 53.02 - acknowlegded as debts

1 a) Search under Section 132 of the IT Act was carried out at the premises of the Company by the Income Tax Authorities on October 11, 2012, followed by search closure visits on various dates thereafter during the year ended March 31, 2013 to check the compliance with the provisions of the IT Act. The Income Tax Department has subsequently sought certain information / clarifications. During the year ended March 31, 2015, the Company received certain orders/demand amounting to Rs. 5.83 Crore under Section 143(3) r.w.s.153A of the IT Act from the Income Tax Authorities in respect to Assessment Years 2007-08 & 2008-09. The management of the Company has filed the appeal on April 16, 2015 against the above orders and believes that these demands are not tenable and it has complied with all the applicable provisions of the IT Act with respect to its operations.

b) Refer note 26 (2) in respect of future claims if any arising on account of the divestment of shareholding in ISG.

10. The Company has received letter NSE/LIST/243830-W dated July 4,2014 from the National Stock Exchange of India Limited (''NSE'') whereby Securities and Exchange Board of India (''SEBI'') has directed NSE to advise the Company to rectify the qualification in respect of the matter described in the paragraph on ''Basis for Qualified Opinion'' in the Auditors'' Report on the standalone financial statements of the Company for the year ended March 31, 2013, within the end of the next reporting period under paragraph 5(d)(iii) of the SEBI Circular Number CIR/CFD/DIL/7/2012 dated August 13, 2012. The Company is in the process of seeking clarifications from NSE in this regard.

11. As per the transfer pricing rules prescribed under the IT Act, the Company is examining domestic and international transactions and documentation in respect thereof to ensure compliance with the said rules. The management does not anticipate any material adjustments with regard to the transaction involved.

12. Certain amounts(currency value or percentages) shown in the various tables and paragraphs included in the financial statements have been rounded off or truncated as deemed appropriate by the management of the Company.

13. Previous year''s figures have been regrouped and reclassified, wherever necessary, to conform to the current year''s classifications.


Mar 31, 2014

NOTE 1 GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with Life Insurance Corporation of India in the form of a qualifying insurance policy.

The following tables summaries the components of net benefit expense recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet for gratuity benefit.

NOTE 2 LEASES

Office premises and equipments taken by the Company are obtained on operating lease. The Company entered into certain cancellable operating lease ar- rangements and certain non-cancellable operating lease arrangements towards office premises. The equipments are taken on hire on need basis. There are no escalation clauses in the lease agreement. There are no restrictions imposed by lease arrangements. There are no subleases. The lease rentals charged during the year and maximum obligation on the long term non-cancellable operating leases as per the lease agreement are as follows:

NOTE 3

The Company has an investment of Rs. 357.35 Crore (March 31, 2013: Rs. 341.56 Crore) [including loans of Rs. 117.76 Crore (March 31, 2013: Rs. 104.97 Crore), share application money pending allotment of Rs.Nil (March 31, 2013: Rs. 20.00 Crore) and investment in equity/ preference shares of Rs. 239.59 Crore (March 31, 2013: Rs. 216.59 Crore) made by the Company and its subsidiaries] in GACEPL as at March 31, 2014. GACEPL has been incurring losses since the commencement of commercial operations. The management believes that these losses are primarily attributable to loss of revenue arising as a result of diversion of partial traffic on parallel roads. The matter is currently under arbitration and the arbitration tribunal has passed an interim order staying the payment of negative grant which was due during the year ended March 31, 2014. Based on internal assessment and a legal opinion obtained by the management, the management of GACEPL is confident that it will be able to claim compensation from relevant authorities for the loss it has suffered due to such diversion of traffic and accordingly, the investment in GACEPL has been carried at cost and no provision for diminution in the value of investments has been made in the financial statements of the Company as at March 31, 2014.

NOTE 4 SEGMENT INFORMATION

The segment information of the Company has been prepared in accordance with Accounting Standard 17 on Segment Reporting notified under the Companies Act, 1956, read with General Circular 8/2014 dated April 4, 2014 issued by the Ministry of Corporate Affairs. The primary segment reporting format is determined to be business segment as the Company''s risk and rates of return are affected predominantly by difference in the services provided. Secondary information is reported geographically.

NOTE 5 CAPITAL AND OTHER COMMITMENTS Capital commitments

a) Estimated amount of contracts remaining to be executed on capital account not provided for, net of advances Rs. 0.01 Crore (March 31, 2013: Rs. 0.13 Crore).

5. For commitments relating to purchase of equity/ preference shares (refer note 35(b) and (c)).

6. For commitment relating to lease arrangements (refer note 29).

7. The Company has certain long term unquoted investments which have been pledged as security towards loan facilities sanctioned to the Company and the investee Companies (refer note 13).

8. Refer note 26 (3) for tax commitment relating to sale of investment in ISG.

9. Refer note 3 (c) for commitments relating to CCPS issued by the Company.

NOTE 6 CONTINGENT LIABILITIES

a) Contingent liabilities include

As at

Particulars March 31, 2014 March 31, 2013 (Rs. in Crore) (Rs. in Crore)

Corporate guarantees availed by the group Companies

(a) sanctioned 21,508.80 20,881.87

(b) outstanding 15,566.28 16,224.86 Bank guarantees

(a) sanctioned 300.00 300.00

(b) outstanding 149.43 60.53 Letter of comfort availed by the group Companies

(a) sanctioned 1,435.00 72.78

(b) outstanding 74.19 72.27 Matters relating to indirect taxes under dispute 26.72 26.72

"During the year ended March 31, 2011, GEL had issued 13,950,000 CCCPS of Rs. 1,000 each. These preference shares were held by Claymore Investments (Mauritius) Pte Limited, IDFC Private Equity Fund III, Infrastructure Development Finance Company Limited, IDFC Investment Advisors Limited, Ascent Capital Advisors India Private Limited, and Argonaut Ventures (collectively called as Investors). These preference shares were convertible upon the occurrence of QIPO of equity shares of GEL. In case of non-occurrence of QIPO within 3 years of the closing date, as defined in the terms of share subscription and shareholders agreement between the parties, investors had the right to require the Company to purchase the preference shares or if converted, the equity shares in GEL at an agreed upon internal rate of return (''IRR''). In case the Company failed to purchase the preference shares within 180 days from the date of notice by the Investors, the CCCPS holder had the sole discretion to exercise the various rights under clause 11.18 of the share subscription and shareholders agreement including the conversion of CCCPS into equity shares of GEL / buyback of the converted shares by GEL.

During the year ended March 31, 2014, GEL has entered into an amended and restated share subscription and shareholders agreement (''Amended SSA'') with the investors, the Company and other GMR group companies, in accordance to which the Investors continue to hold 6,900,000 CCCPS in GEL and a new investor GKFF Capital has subscribed to additional 325,000 CCCPS of Rs. 1,000 each (collectively referred to as ''Portion B securities''). Further on March 27, 2014, GEL converted 1,344,347 portion B securities of Investors into 110,554,848 equity shares of Rs. 10 each at a premium of Rs. 2.16 per share as per the terms of clause 4.2 of the Amended SSA so as to enable the Portion B securities investors to participate in proposed QIPO by way of an offer for sale whenever such QIPO is made.

As per the Amended SSA and Share Purchase Agreement (''SPA'') between the investors, GEL and other GMR Group Companies, 7,050,000 CCCPS with a face value of Rs. 705.00 Crore (''Portion A Securities'') have been bought by GREEL and GEPML for a consideration of Rs. 1,169.17 Crore. Portion A securities shall be converted into equity shares of GEL as per the terms prescribed in clause 5 of the SPA not later than the date of conversion of Portion B securities. As defined in the terms of Amended SSA, GEL has to provide an exit to the Portion B Securities investors within 30 months from last return date (November 29, 2013) at the agreed price of Rs. 1,278.67 Crore ("Investor exit amount"). In case of non-occurrence of QIPO within 24 months from the last return date, GMR Group may give an exit to Portion B securities investors at investor exit amount by notifying them the intention to purchase the preference shares within 30 days from the expiry of the 24th month. In case of non-occurrence of QIPO or no notification from GMR group companies as stated aforesaid, the Portion B securities investors have the sole discretion to exercise the various rights under clause 10 of the Amended SSA."

c) During the year ended March 31, 2011 GAL has issued 2,298,940 non-cumulative compulsory convertible non-participatory preference shares (CCPSI) bearing 0.0001% dividend on the face value of Rs. 1,000 each fully paid up amounting to Rs. 229.89 Crore at a premium of Rs. 2,885.27 each totaling to Rs. 663.31 Crore to Macquaire SBI Infrastructure Investments 1 Limited, ("Investor I") for funding and consolidation of airport related investments by the Group. Further, during the year ended March 31.2013 GAL issued 1,432,528 non-cumulative compulsory convertible non-participatory preference shares (CCPS 2) bearing 0.0001% dividend on the face value of Rs. 1,000 each fully paid up amounting to Rs. 143.25 Crore at a premium of Rs. 3,080.90 each totaling to Rs. 441.35 Crore to Standard Chartered Private Equity (Mauritius) III Limited, JM Financial - Old Lane India Corporate Opportunities Fund I Limited, JM Financial Trustee Company Private Limited, JM Financial Products Limited and Build India Capital Advisors LLP ("Investors II"). The Company and GAL have provided Investor I and Investors II various conversion and exit options at an agreed internal rate of return as per the terms of the Restructuring Options Agreements and Investment agreements executed between the Company, GAL, Investor I and Investor II.

NOTE 7

The investment by GEL in equity shares/ preference shares of the following subsidiary Companies has been funded by the Company against an agreement to pass on any benefits or losses out of investments by GEL to the Company and has been approved by the Board of Directors of both the Companies. During the current year, GEL has disposed off its investments in DIAL at par to GAL.

NOTE 8

The Company through its subsidiary GIML has made an investment of Rs. 190.97 Crore (USD 3.16 Crore) (including equity share capital of Rs. 139.73 Crore and share application money, pending allotment of Rs. 51.24 Crore) towards 77% holding in GMIAL and GIML has pledged deposits of Rs.871.06 Crore (USD 14.40 Crore) towards loan taken by GMIAL from its lenders. Further the Company has given a corporate guarantee of Rs. 2,540.58 Crore (USD 42.00 Crore) to the lenders in connection with the borrowings made by GMIAL.

GMIAL entered into an agreement on June 28, 2010 with Maldives Airports Company Limited (''MACL'') and Ministry of Finance and Treasury (''MoFT''), Republic of Maldives for the Rehabilitation, Expansion, Modernization, Operation and Maintenance of Male International Airport (''MIA'') for a period of 25 years ("the Concession Agreement"). On November 27, 2012, MACL and MoFT issued notices to GMIAL stating that the concession agreement was void ab initio and that neither MoFT nor MACL had authority under the laws of Maldives to enter into the agreement. It was also stated that MACL would take over the possession and control of MIA within 7 days of the said letter. Though GMIAL denied that the contract was void ab initio, MACL took over the possession and control of the MIA and GMIAL vacated the airport effective December 8, 2012. This has resulted in the GMIAL principal activity becoming impossible from the date of takeover. The matter is currently under arbitration and the procedural meeting was held on April 10, 2013. On March 15, 2014, Government of Maldives (''GoM'') and MACL have served a case summary which sets out a new case that the claimants wish to advance at trial and amended pleadings have been received on March 24, 2014. Subsequent to March 31, 2014, the hearings of liability issues have taken place from April 10, 2014 to April 16, 2014 and the tribunal has not specified any timescales to produce any award. GMIAL is in the process of seeking remedies under the aforesaid concession agreement and the outcome of the arbitration is uncertain as at March 31, 2014. In view of the aforesaid matter, GMIAL continues to reflect assets amounting to Rs. 1,431.50 crore (USD 23.66 crore) including claim recoverable of Rs. 1,062.90 crore (USD 17.57 crore) at their carrying values as at March 31, 2014, net of assets written off of Rs. 202.61 crore during the year ended March 31, 2013. GMIAL''s ability to continue its future business operations and consequential impact on investments made / guarantees given by the Company and GIML is solely dependent on the outcome of arbitration and / or a negotiated settlement.

Further, GMIAL had executed work construction contracts with GADLIL and other service providers for rehabilitation, expansion, modernization of Male International Airport. Pursuant to aforesaid takeover of airport, GMIAL has terminated the contracts with GADLIL and these service providers. As per the terms of contracts, in the event of discontinuation of construction, GMIAL is required to pay termination payment to the service providers. GMIAL has received claims of around USD 8.00 crore as at March 31, 2014 from GADLIL and other service providers. However, no such claims relating to the termination of contracts have been recognised as at March 31, 2014 since the amounts payable are not certain.

Based on an internal assessment and a legal opinion obtained by GMIAL, the management of the Company is confident of proving that the concession agreement was not void ab initio and that GMIAL would be entitled for compensation under the concession agreement atleast to the extent of the carrying value of the assets taken over by the GoM / MACL and the subsequent expenditure incurred by GMIAL as at March 31, 2014 and accordingly these financial statements of the Company do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 9

The Company''s subsidiaries GEL and GVPGL are engaged in the business of generation and sale of electrical energy from its two gas based power plants of 220 MW and 387 MW situated at Kakinada and Vemagiri respectively. Further, GREL a subsidiary is constructing a gas based power plant. In view of lower supplies/ availability of natural gas to the power generating companies in India, these aforesaid entities'' are facing shortage of natural gas supply and delays in securing gas linkages. As a result, GEL and GVPGL have not generated and sold electricity since April 2013 and May 2013 respectively and have been incurring losses on account of the aforesaid shortage of natural gas supply, thereby resulting in erosion of net worth and usage of short term funds for long term purposes. The Gas Sales and Purchase Agreements for supply of natural gas in GEL and GVPGL have expired on March 31, 2014 and GEL and GVPGL are in the process of renewal of the same. Further, GREL has not yet commenced commercial operations pending linkages of natural gas supply. These aforesaid entities are actively pursuing / making representations with various government authorities to secure the natural gas linkage / supply as the natural gas supplies from KG D6 basin have dropped significantly from September 2011 onwards. GREL, for its 768 MW gas based power plant, which is under construction at Rajahmundry, has applied for allocation of gas and the Ministry of Petroleum and Natural Gas (''MoPNG'') is yet to allocate the gas linkage.

The consortium of lenders have approved the reschedulement of Commercial Operation Date (''COD'') of the plant under construction to April 1, 2014 and repayment of project loans. GREL has sought further extension of COD and repayment of project loans with the consortium of lenders in the absence of gas linkage. The Company, these aforesaid entities and the Association of Power Producers are closely monitoring the macro situation and are evaluating various approaches / alternatives to deal with the situation and the management is confident that the Government of India would take necessary steps / initiatives in this regard to improve the situation regarding availability of natural gas from alternate sources in the foreseeable future. Despite the aforementioned reasons, based on business plan and valuation assessment, the management is confident that GEL and GVPGL will be able to generate sufficient profits in future years, GREL will get a further extension of COD and these gas based power generating companies would meet their financial obligations as they arise and hence the going concern assumption of the aforesaid entities and carrying value of the investments (including advances) made by the Company directly or indirectly through its subsidiaries (''investments''), in GEL, GVPGL and GREL as at March 31, 2014 is appropriate and the financial statements of the Company do not include any adjustments that might result from the outcome of this uncertainty. In the meantime, the Company has also committed to provide necessary financial support to GEL, GVPGL and GREL as may be required by these Companies for continuance of their normal business operations.

NOTE 10

During the year ended March 31, 2014, with a view to restructure its shareholdings in airport business, the Company has transferred 244,999,900 equity shares of Rs. 10 each held in DIAL to GAL, a 97.15% subsidiary of the Company, at cost.

NOTE 11

"During the year ended March 31, 2013 with a view to restructure the equity holdings in road business, the Company had transferred 55,752,000 equity shares, 47,601,300 equity shares and 80,295,000 equity shares held in GPEPL, GJEPL and GUEPL respectively to GMRHL at cost. GMRHL is a 100.00% subsidiary of the Company. Further the Company has transferred 4,798,600 8% non-cumulative redeemable preference shares and 3,201,400 8% non-cumulative redeemable preference shares held in GUEPL to GTTEPL and GTAEPL at cost.

During the year ended March 31, 2014, the Company has transferred 2,002,000 8% non-cumulative, redeemable preference shares of Rs. 100 each held in GMR Ulundurpet Expressways Private Limited (''GUEPL'') to a wholly owned subsidiary of the Company, GMRHL at cost."

NOTE 12

A search under Section 132 of the Income Tax Act, 1961 was carried out at the premises of the Company by the Income Tax Authorities on October 11, 2012, followed by search closure visits on various dates thereafter, to check the compliance with the provisions of the Income Tax Act, 1961. The Income Tax Department has subsequently sought certain information / clarifications. The Company has not received any show cause notice / demand from the Income Tax Authorities. The management of the Company believes that it has complied with all the applicable provisions of the Income Tax Act, 1961 with respect to its operations.

NOTE 13

As per the transfer pricing rules prescribed under the IT Act, the Company is examining domestic and international transactions and documentation in respect thereof to ensure compliance with the said rules. The management does not anticipate any material adjustments with regard to the transaction involved.

NOTE 14

Certain amounts (currency value or percentages) shown in the various tables and paragraphs included in the financial statements have been rounded off or truncated as deemed appropriate by the management of the Company.

NOTE 15

Previous year''s figures have been regrouped and reclassified, wherever necessary, to conform to the current year''s classification.


Mar 31, 2013

1. CORPORATE INFORMATION

GMR Infrastructure Limited (''GIL'' or ''the Company'') is a public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956 (''the Act''). Its stocks are listed on two stock exchanges in India. The Company carries its business in the following verticals:

a) Engineering Procurement Construction (EPC)

The Company is engaged in handling EPC solutions in the infrastructure sector.

b) Others

The Company''s business also comprises of investment activity and corporate support to various infrastructure Special Purpose Vehicles (SPV).

2. BASIS OF PREPARATION

The financial statements of the Company have been prepared in accordance with the generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Act. The financial statements have been prepared on an accrual basis and under the historical cost convention.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

NOTE 3 GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with Life Insurance Corporation of India in the form of a qualifying insurance policy.

The following tables summaries the components of net benefit expense recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet for gratuity benefit.

NOTE 4 LEASES

Office premises and equipments taken by the Company are obtained on operating lease. The lease rental and equipment hire charges paid during the year is Rs. 35.04 Crore (March 31, 2012: Rs. 32.25 Crore). Office premises are obtained for a lease term of eleven months and renewable as mutually agreed between the parties. The equipments are taken on hire on need basis. There is no escalation clause in the lease agreement. There are no restrictions imposed by lease arrangements. There are no subleases.

NOTE 5

The Company has an investment of Rs. 341.56 Crore (March 31, 2012: Rs. 307.86 Crore) [including loans of Rs. 104.97 Crore (March 31, 2012: Rs. 91.27 Crore), share application money pending allotment of Rs. 20.00 Crore (March 31, 2012: Rs. Nil) and investment in equity/preference shares of Rs. 216.59 Crore (March 31, 2012: Rs. 216.59 Crore) made by the Company and its subsidiaries] in GACEPL as at March 31, 2013. GACEPL has been incurring losses since the commencement of commercial operations. The management believes that these losses are primarily attributable to loss of revenue arising as a result of diversion of partial traffic on parallel roads. The matter is currently under arbitration however, based on management''s internal assessment and a legal opinion, the management of GACEPL is confident that it will be able to claim compensation from relevant authorities for the loss it has suffered due to such diversion of traffic and accordingly, the investment in GACEPL has been carried at cost.

NOTE 6 INFORMATION ON JOINT VENTURE AS PER ACCOUNTING STANDARD-27

The Company directly holds 27.55% (March 31, 2012: 35%) of the equity shares of ISG and 12.45% (March 31, 2012: 5%) of the equity shares of ISG through its subsidiary company. ISG is incorporated in Turkey and is involved in development and operation of airport infrastructure.

The Company''s ownership and voting power of ISG along with its share in the assets, liabilities, income, expense, contingent liabilities and commitment is as follows:

NOTE 7 SEGMENT INFORMATION

The segment report of the Company has been prepared in accordance with Accounting Standard-17 on (''Segment Reporting'') notified pursuant to the Companies (Accounting Standard) Rules, 2006 as amended. The primary segment reporting format is determined to be business segment as the Company''s risk and rates of return are affected predominantly by difference in the services provided. Secondary information is reported geographically.

NOTE 8 CONTINGENT LIABILITIES

a) Guarantees issued on behalf of subsidiaries and other Companies is Rs. 21,254.64 Crore (March 31, 2012: Rs. 20,797.24 Crore). The liability outstanding as at March 31, 2013 is Rs. 16,357.66 Crore (March 31, 2012: Rs. 12,561.17 Crore).

b) Matters relating to indirect taxes under dispute Rs. 29.09 Crores (March 31, 2012 : Nil)

c) GEL has issued following fully paid-up Compulsorily Convertible Cumulative Preference Shares (''CCCPS''):

The preference shares are convertible upon the occurrence of qualifying initial public offering (QIPO) of GEL at an agreed internal rate of return (IRR). In case of non-occurrence of QIPO within 3 years of the closing date, as defined in the terms of agreement between the parties, investors have the right to require the Company to purchase the CCCPS or if converted, the equity shares in GEL at an agreed upon IRR.

d) During the year ended March 31, 2011, GAL has issued 2,298,940 non-cumulative compulsory convertible non-participatory preference shares (CCPSI) bearing 0.0001% dividend on the face value of Rs. 1,000 each fully paid-up amounting to Rs. 229.89 Crore at a premium of Rs. 2,885.27 each totalling to Rs. 663.31 Crore to Macquaire SBI Infrastructure Investments 1 Limited, ("Investor I") for funding and consolidation of airport related investments by the Group. Further, during the previous year, GAL issued 1,432,528 non-cumulative compulsory convertible non-participatory preference shares (CCPS 2) bearing 0.0001% dividend on the face value of Rs. 1,000 each fully paid up amounting to Rs. 143.25 Crore at a premium of Rs. 3,080.90 each totaling to Rs. 441.35 Crore to Standard Chartered Private Equity (Mauritius) III Limited, JM Financial - Old Lane India Corporate Opportunities Fund I Limited, JM Financial Trustee Company Private Limited, JM Financial Products Limited and Build India Capital Advisors LLP ("Investors II"). The Company and GAL have provided Investor I and Investors II various conversion and exit options at an agreed internal rate of return as per the terms of the Restructuring Options Agreements and Investment agreements executed between the Company, GAL, Investor I and Investors II.

NOTE 9

Based on information available with the Company, there are no suppliers who are registered as micro, small or medium enterprises under "The Micro, Small and Medium Enterprises Development Act, 2006" as at March 31, 2013.

NOTE 10

The investment by GEL in equity shares/ preference shares of the following subsidiary Companies has been funded by the Company against an agreement to pass on any benefits or losses out of investments by GEL to the Company and has been approved by the Board of Directors of both the Companies. During the current year, GEL has disposed off certain of its investments in GJEL, GPEPL and GUEPL at par to GMRHL.

NOTE 11

The Company through its subsidiary GIML has made an investment of Rs. 126.58 Crore (USD 2.31 Crore) towards 77% holding in GMIAL and GIML has pledged deposits of Rs 789.12 Crore (USD 14.40 Crore) towards loan taken by GMIAL from its lenders Further the Company has given a guarantee of Rs. 2,301.60 Crore (USD 42.00 Crore) to the lenders in connection with the borrowings made by GMIAL.

GMIAL entered into an agreement on June 28, 2010 with Maldives Airports Company Limited (''MACL'') and Ministry of Finance and Treasury (''MoFT''), Republic of Maldives for the Rehabilitation, Expansion, Modernization, Operation and Maintenance of Male International Airport (''MIA'') for a period of 25 years ("the Concession Agreement"). On November 27, 2012, MACL and MoFT issued notices to GMIAL stating that the concession agreement was void ab initio and that neither MoFT nor MACL had authority under the laws of Maldives to enter into the agreement. It was also stated that MACL would take over the possession and control of MIA within 7 days of the said letter. Though GMIAL denied that the contract was void ab initio, MACL took over the possession and control of the MIA and GMIAL vacated the airport effective December 8, 2012. This has resulted in the GMIAL principal activity becoming impossible from the date of takeover. The matter is currently under arbitration and the procedural meeting was held on April 10, 2013. GMIAL is in the process of seeking remedies under the aforesaid concession agreement and does not anticipate counter claims if any. The outcome of the arbitration is uncertain as at March 31, 2013. In view of the aforesaid matter, GMIAL continues to reflect assets including the claim recoverable of Rs. 919.16 Crore (USD 16.77 Crore) at their carrying values as at March 31, 2013, net of assets written off of Rs. 202.61 Crore. GMIAL''s ability to continue its future business operations and consequential impact on investments made/ guarantees given by the Company and GIML is solely dependent on the outcome of arbitration and/or a negotiated settlement.

Further, GMIAL has executed work construction contracts with GADLIL, a subsidiary of the Company and other service providers for rehabilitation, expansion, and modernisation of MIA. Pursuant to the aforesaid takeover of the airport by MACL, GMIAL has terminated the contracts with GADLIL and these service providers. As per the terms of contracts, in the event of discontinuation of construction, GMIAL is required to pay termination payment to the service providers. GMIAL has received claims from GADL and other service providers towards termination payments. However, no such claims relating to the termination of contracts have been recognised in the financial statements of GMIAL as at March 31, 2013 since the amounts payable are not certain. The takeover of MIA by MACL, indicate the existence of a material uncertainty about the going concern of GMIAL and GADLIL.

Based on an internal assessment and a legal opinion obtained by GMIAL, the management of the Company is confident of proving that the concession agreement was not void ab initio and that GMIAL would be entitled for compensation under the concession agreement and accordingly these financial statements of the Company do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 12

The Company''s subsidiaries GEL and GVPGL are engaged in the business of generation and sale of electrical energy from their two gas based power plants of 220MW and 387.63MW situated at Kakinada and Vemagiri respectively. Further, GREL, a subsidiary, is constructing a gas based power plant. In view of lower supplies/availability of natural gas to the power generating companies in India, these subsidiaries are facing shortage of natural gas supply and delays in securing gas linkages. During the year ended March 31, 2013, GEL and GVPGL have incurred losses resulting in erosion of networth of these gas based power generating companies and GREL has not commenced commercial operations pending linkages of natural gas supply. Further, GREL for its 768 MW gas based power plant, which is under construction at Rajahmundry, has applied for allocation of gas and Ministry of Petroleum and Natural Gas (MoPNG) is yet to allocate the gas linkage. The consortium of lenders have approved the reschedulement of Commercial Operation Date (''COD'') of the plant under construction to April 1, 2014 and repayment of project loans. GEL along with its subsidiaries is actively pursuing/ making representations with various government authorities to secure the natural gas linkage/supply as the natural gas supplies from KG D6 basin have dropped significantly from September 2011 onwards. The Group and the Association of Power Producers are closely monitoring the macro situation and are evaluating various approaches/alternatives to deal with the situation and the management is confident that the Government of India would take necessary steps/initiatives in this regard to improve the situation regarding availability of natural gas from alternate sources in the foreseeable future. Based on business plan and valuation assessment, the management is confident that GEL and GVPGL will be able to generate sufficient profits in future years, GREL will achieve the COD as stated aforesaid and these gas based power generating companies would meet their financial obligations as they arise and hence the carrying value of investments (including advances) made by the Company directly or through its subsidiaries (''investments'') in above entities as at March 31, 2013 is appropriate.

NOTE 13

During the year ended March 31, 2012, with a view to restructure the holdings in Indian and International airport business, the Company had transferred 612,500,000 equity shares and 238,139,998 equity shares of DIAL and GHIAL respectively held by it to GAL at cost. GAL is a 97.15% subsidiary of the Company.

NOTE 14

During the year ended March 31, 2011, pursuant to restructuring, to facilitate expansion of the energy business both in India as well as globally, the Company had transferred its entire shareholding in GEL to GREEL, a subsidiary of the Company, at cost.

NOTE 15

During the year ended March 31, 2013 with a view to restructure the equity holdings in road business, the Company had transferred 55,752,000 equity shares, 47,601,300 equity shares and 80,295,000 equity shares held in GPEPL, GJEL and GUEPL respectively to GMRHL at cost. GMRHL is a 100.00% subsidiary of the Company.

Further the Company has transferred 4,798,600 8% non-cumulative redeemable preference shares and 3,201,400 8% non-cumulative redeemable preference shares held in GUEPL to GTTEPL and GTAEPL at cost.

NOTE 16

A search under Section 132 of the IT Act was carried out at the premises of the Company by the Income Tax Authorities on October 11, 2012, followed by search closure visits on various dates thereafter, to check the compliance with the provisions of the IT Act. The Income Tax Department has subsequently sought certain information/clarifications. The Company has not received any show cause notice/demand from the Income Tax Authorities. The management of the Company believes that it has complied with all the applicable provisions of the IT Act with respect to its operations.

NOTE 17

As per the transfer pricing rules prescribed under the IT Act, the Company is examining domestic and international transactions and documentation in respect thereof to ensure compliance with the said rules. The management does not anticipate any material adjustments with regard to the transaction involved.

NOTE 18

Certain amounts (currency value or percentages) shown in the various tables and paragraphs included in the financial statements have been rounded off or truncated as deemed appropriate by the management of the Company.

NOTE 19

Previous year''s figures have been regrouped and reclassified, wherever necessary, to conform to the current year''s classification.


Mar 31, 2012

1. Corporate Information

GMR Infrastructure Limited ('GIL' or 'the Company') is a public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956 (Act). Its stocks are listed on two stock exchanges in India. The Company carries its business in the following verticals:

a. Engineering Procurement Construction (EPC)

The Company is engaged in handling EPC solutions in the infrastructure sector.

b. Others

The Company's business also comprises of investment activity and corporate support to various infrastructure Special Purpose Vehicles (SPV).

2. Basis of preparation

The financial statements of the Company have been prepared in accordance with the generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Act. The financial statements have been prepared on an accrual basis and under the historical convention.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year, except for the change in accounting policy as explained below.

NOTE 3 LEASES

Office premises and equipments taken by the Company are obtained on operating lease. The lease rental and equipment hire charges paid during the year is Rs. 32.25 Crore (March 31, 2011: Rs. 8.30 Crore). Office premises are obtained for a lease term of eleven months and renewable as mutually agreed between the parties. The equipments are taken on hire on need basis. There is no escalation clause in the lease agreement. There are no restrictions imposed by lease arrangements. There are no subleases.

NOTE 4

The Company has an investment of Rs. 307.86 Crore (March 31, 2011: Rs. 276.31 Crore) [including loans of Rs. 91.27 Crore (March 31, 2011: Rs. 59.72 Crore) and investment in equity/ preference shares of Rs. 216.59 Crore (March 31, 2011: Rs. 192.66 Crore) made by the Company and its subsidiaries] in GACEPL as at March 31, 2012. GACEPL has been incurring losses since the commencement of commercial operations. The management believes that these losses are primarily attributable to loss of revenue arising as a result of diversion of partial traffic on parallel roads. Based on management's internal assessment and a legal opinion, the management of GACEPL is confident that it will be able to claim compensation from relevant authorities for the loss it has suffered due to such diversion of traffic and accordingly, the investment in GACEPL has been carried at cost.

NOTE 5 INFORMATION ON JOINT VENTURE AS PER ACCOUNTING STANDARD-27

The Company directly holds 35% of the equity shares of ISG and 5% of the equity shares of ISG through its subsidiary Company. ISG is incorporated in Turkey and is involved in development and operation of airport infrastructure.

Note:

Disclosure of financial data as per Accounting Standard – 27 'Financial Reporting of Interest in the Joint venture has been done based on the audited financial statements of ISG for the year ended March 31, 2012 and March 31, 2011 prepared under the revised Schedule VI of the Act.

The Company and its subsidiary have made an investment of Rs. 376.47 Crore (including loans of Rs. 70.74 Crore and investment in equity shares of Rs.305.73 Crore) in ISG as at March 31, 2012. The Company and its subsidiary's share of ISG's accumulated losses / negative reserves amounts to Rs. 306.09 Crore. This has resulted in substantial erosion in net worth of ISG as at March 31, 2012. Based on ISG's business plan, the management of the Company is confident that ISG will be able to meet its financial obligations as they arise and continue to carry the investment at cost.

NOTE 6 SEGMENT INFORMATION

The segment report of the Company has been prepared in accordance with Accounting Standard-17 on Segment Reporting notified pursuant to the Companies (Accounting Standard) Rules, 2006 as amended. The primary segment reporting format is determined to be business segment as the Company's risk and rates of return are affected predominantly by difference in the services provided. Secondary information is reported geographically.

NOTE 7 CAPITAL AND OTHER COMMITMENTS

Capital Commitments

Estimated amount of contracts remaining to be executed on capital account not provided for, net of advances Rs. 4.08 Crore (2011: Rs. 7.05 Crore).

5. For commitments relating to purchase of equity/ preference shares (also refer note 34(a) and (b)).

6. For commitment relating to lease arrangements (also refer note 28).

7. The Company has certain long term unquoted investments which have been pledged as security towards loan facilities sanctioned to the Company and the investee Companies (also refer note 13).

NOTE 8 CONTINGENT LIABILITIES

Guarantees issued on behalf of subsidiaries and other Companies is Rs. 20,797.24 Crore (March 31, 2011: Rs. 16,779.33 Crore). The liability outstanding as at March 31, 2012 is Rs. 12,561.17 Crore (March 31, 2011: Rs. 9,594.10 Crore)

a) GEL has issued following fully paid up Compulsorily Convertible Cumulative Preference Shares ('CCCPS'):

The preference shares are convertible upon the occurrence of qualifying initial public offering (QIPO) of GEL at an agreed internal rate of return (IRR). In case of non occurrence of QIPO within 3 years of the closing date, as defined in the terms of agreement between the parties, Investors have the right to require the Company to purchase the CCCPS or if converted, the equity shares in GEL at an agreed upon IRR.

b) During the year ended March 31, 2011, GAHL has issued 2,298,940 non-cumulative compulsory convertible non-participatory preference shares (CCPS1) bearing 0.0001% dividend on the face value of Rs. 1,000 each fully paid up amounting to Rs. 229.89 Crore at a premium of Rs. 2,885.27 each totaling to Rs. 663.31 Crore to Macquaire SBI Infrastructure Investments 1 Limited, ("Investor I") for funding and consolidation of airport related investments by the Group. Further, during the current year GAHL issued 1,432,528 non-cumulative compulsory convertible non-participatory preference shares (CCPS 2) bearing 0.0001% dividend on the face value of Rs. 1,000 each fully paid up amounting to Rs. 143.25 Crore at a premium of Rs. 3,080.90 each totaling to Rs. 441.35 Crore to Standard Chartered Private Equity (Mauritius) III Limited, JM Financial - Old Lane India Corporate Opportunities Fund I Limited, JM Financial Trustee Company Private Limited, JM Financial Products Limited and Build India Capital Advisors LLP ("Investors II"). The Company and GAHL have provided Investor I and Investors II various conversion and exit options at an agreed internal rate of return as per the terms of the Restructuring Options Agreements and Investment agreements executed between the Company, GAHL, Investor I and Investor II.

NOTE 9

The Company has an investment of Rs. 1,838.70 Crore (including a loan of Rs. 360.71 Crore) in its subsidiary GIML as at March 31, 2012.

During the year ended March 31, 2011, GMR Infrastructure (Malta) Limited, a wholly owned subsidiary of GHML, which through its step-down subsidiary held 50% economic stake in InterGen N.V., entered into an agreement to sell the investment in InterGen N.V. for USD 123.20 Crore to Overseas International Inc. Limited, an associate of China Huaneng Group. The transaction was consummated in April 2011 for the aforesaid consideration after obtaining the necessary regulatory approvals. On consummation of the transaction, GHML repaid the loans from the banks in full and Compulsory Convertible Debentures issued to GEGL (step-down subsidiary of GIML) in part and the Company recorded a loss of Rs. 938.91 Crore, as an exceptional item in its consolidated financial statements for the year ended March 31, 2011.

Despite the aforementioned loss, based on valuation assessment of GIML and its investments in underlying subsidiaries / joint ventures the management of the Company continues to carry the investment in GIML at cost as at March 31, 2012.

NOTE 10

During the year ended March 31, 2011, pursuant to restructuring, to facilitate expansion of the energy business both in India as well as globally, the Company has transferred its entire shareholding in GEL to GREEL, a subsidiary of the Company, at cost.

NOTE 11

During the current year, with a view to restructure the holdings in Indian and International airport business, the Company has transferred 612,500,000 equity shares and 238,139,998 equity shares of DIAL and GHIAL respectively held by it to GAHL at cost. GAHL is a 97.15% subsidiary of the Company.

NOTE 12

Till the year ended March 31, 2011, the Company was using pre-revised Schedule VI to the Act, for preparation and presentation of its financial statements. During the year ended March 31, 2012, the revised Schedule VI notified under the Act, has become applicable to the Company. The Company has reclassified previous year figures to conform to this year's classification.

NOTE 13

Certain amounts (currency value or percentages) shown in the various tables and paragraphs included in the financial statements have been rounded off or truncated as deemed appropriate by the management of the Company.


Mar 31, 2011

I. Background

GMR Infrastructure Limited ('GIL' or 'the Company') carries its business in the following verticals:

Engineering Procurement Construction

The Company is engaged in handling Engineering Procurement Construction (EPC) solutions in the infrastructure sector.

Others

The Company's business also comprises of investment activity and corporate support to various infrastructure Special Purpose Vehicles (SPV).

1. Contingent liabilities:

a. Corporate guarantees issued in respect of borrowings availed by subsidiary companies and others–Rs. 95,941,018,434 (2010: Rs. 89,766,300,000).

b. The Company has an investment of Rs. 1,684.84 crore (USD 373.25 million) (including a loan of Rs. 237.88 crore) in its subsidiary GMR Infrastructure (Mauritius) Limited ('GIML'). GIML through its step-down subsidiary, GMR Energy Global Limited (GEGL), had entered into necessary arrangements to acquire 50% economic stake in InterGen. N.V. and had subscribed Rs.1,874.13 Crore (USD 415.18 million) in Compulsory Convertible Debentures (CCD), issued for this purpose, by GMR Holding (Malta) Limited (GHML), a step down subsidiary of GMR Holdings Private Limited, the Company's Holding Company. GHML had funded the investment in InterGen N.V. through a mix of external borrowings and the balance was funded through CCDs as above. The Company had also given the corporate guarantee up to a maximum of USD 1.13 billion to the lenders on behalf of GHML to enable it to raise debt for financing the aforesaid acquisition.

During the year ended March 31, 2011, GMR Infrastructure (Malta) Limited, a wholly owned subsidiary of GHML, and which, through its step-down subsidiary, held 50% economic stake in InterGen N.V. as stated above, entered into an agreement to sell the investment in InterGen N.V. for USD 1,232 million to Overseas International Inc. Limited, an associate of China Huaneng Group.

In April 2011, the transaction was consummated for the aforesaid consideration after obtaining the necessary regulatory approvals. On consummation of the transaction, GHML has repaid the loans from the banks in full, thereby resulting in expiration of the corporate guarantees of USD 1.13 billion given by the Company and CCDs issued to GEGL in part.

The Company has recorded a loss of Rs 938.91 crores in its consolidated financial statements, which has been disclosed as an exceptional item. Despite the aforementioned loss, based on valuation assessment of GIML and its investments in underlying subsidiaries / joint ventures the management of the Company continues to carry the investment in GIML at cost.

The preference shares are convertible upon the occurrence of qualifying initial public offering (QIPO) of GEL at an agreed internal rate of return (IRR). In case of non occurrence of QIPO within 3 years of the closing date, as defined in the terms of agreement between the parties, Investors have the right to require the Company to purchase the CCCPS or if converted, the equity shares in GEL at an agreed upon IRR.

d. During the year GMR Airports Holding Limited (GAHL) has issued 2,298,940 non-cumulative compulsory convertible participatory preference shares bearing 0.0001% dividend on the face value, of Rs. 1,000 each fully paid up amounting to Rs. 2,298,940,000 along with a premium of Rs. 2,885.27 each amounting to Rs. 6,633,062,614 to SBI Infrastructure Investments 1 Limited,(investor) for funding and consolidation of the airport segment. GIL and GAHL have provided the investors various conversion and exit options at an agreed internal rate of return as per the terms of the Restructuring Options Agreement and Investment Agreement.

2. Capital Commitments

Estimated amount of contracts remaining to be executed on capital account not provided for, net of advances Rs. 70,467,800 (2010: Rs. 83,686,592).

3. The Company has an investment of Rs. 2,763,078,800 (including loans of Rs. 597,194,800 and investment in equity / preference shares of Rs. 1,926,557,130 made by subsidiaries of the Company) in GMR Ambala Chandigarh Expressways Private Limited (GACEPL) as at March 31, 2011. GACEPL has been incurring losses since the commencement of commercial operations. The management believes that these losses are primarily attributable to loss of revenue arising as a result of diversion of partial traffic on parallel roads. Based on a legal opinion the management of GACEPL is confident that it will be able to claim compensation from relevant authorities for the loss it has suffered due to such diversion of traffic and accordingly, the investment in GACEPL has been carried at cost.

4. Gratuity and other post-employment benefit plans

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with Life Insurance Corporation of India in the form of a qualifying insurance policy.

The following tables summaries the components of net benefit expense recognised in the profit and loss account and the funded status and amounts recognised in the balance sheet for gratuity benefit.

The Company expects to contribute Rs. 2,500,000 (2010: Rs. 1,000,000) towards gratuity in 2011-2012.

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligations are to be settled.

5. Related Parties (i) Name of Related Parties and description of relationship:

Description of Relationship

Name of the Related Parties

Holding Company GMR Holdings Private Limited (GHPL)

Subsidiary Companies GMR Renewable Energy Limited (GRENL)

GMR Energy Limited (GEL)

GMR Power Corporation Limited (GPCL)

GMR Vemagiri Power Generation Limited (GVPGL)

GMR Energy Trading Limited (GETL)

GMR (Badrinath) Hydro Power Generation Private Limited (GBHPL)

Badrinath Hydro Power Generation Private Limited (BHPL)

GMR Mining and Energy Private Limited (GMEL)

GMR Kamalanga Energy Limited (GKEL)

GMR Consulting Services Private Limited (GCSPL)

GMR Rajahmundry Energy Limited (GREL)

SJK Powergen Limited (SJK)

GMR Coastal Energy Private Limited (GCEPL)

GMR BajoliHoli Hydropower Private Limited (GBHPPL)

GMR Chhattisgarh Energy Limited (GCHEL) (formerly called GMR Chhattisgarh Energy Private Limited)

GMR Londa Hydropower Private Limited (GLHPPL)

GMR Kakinada Energy Private Limited (GKEPL)

EMCO Energy Limited (EEL)

Delhi International Airport Private Limited (DIAL)

Delhi Aerotropolis Private Limited (DAPL)

East Delhi Waste Processing Company Private Limited (EDWPCPL)

GMR Hyderabad International Airport Limited (GHIAL)

Hyderabad Menzies Air Cargo Private Limited (HMACPL)

Hyderabad Airport Security Services Limited (HASSL)

GMR Hyderabad Airport Resource Management Limited (GHARML)

GMR Hyderabad Aerotropolis Limited (GHAL)

GMR Hyderabad Aviation SEZ Limited (GHASL)

GMR Hyderabad Multiproduct SEZ Limited (GHMSL)

GMR Hotels and Resorts Limited (GHHL)

Gateways for India Airports Private Limited (GFIAPL)

GMR Highways Limited (GMRHL)

GMR TuniAnakapalli Expressways Private Limited (GTAEPL)

GMR TambaramTindivanam Expressways Private Limited (GTTEPL)

GMR Ambala Chandigarh Expressways Private Limited (GACEPL)

GMR Jadcherla Expressways Private Limited (GJEPL)

GMR Pochanpalli Expressways Limited (GPEL)

GMR Ulundurpet Expressways Private Limited (GUEPL)

GMR Hyderabad Vijayawada Expressways Private Limited (GHVEPL)

GMR Chennai Outer Ring Road Private Limited (GCORRPL)

GMR OSE HungundHospet Highways Private Limited (GOSEHHHPL)

GMR Krishnagiri SEZ Limited (GKSEZL)

Advika Properties Private Limited (APPL)

Aklima Properties Private Limited (AKPPL)

Amartya Properties Private Limited (AMPPL)

Baruni Properties Private Limited (BPPL)

Camelia Properties Private Limited (CPPL)

Eila Properties Private Limited (EPPL)

Gerbera Properties Private Limited (GPPL)

Lakshmi Priya Properties Private Limited (LPPPL)

Honeysuckle Properties Private Limited (HPPL)

Idika Properties Private Limited (IPPL)

Krishnapriya Properties Private Limited (KPPL)

Nadira Properties Private Limited (NPPL)

Prakalpa Properties Private Limited (PPPL)

Purnachandra Properties Private Limited (PUPPL)

Shreyadita Properties Private Limited (SPPL)

Sreepa Properties Private Limited (SRPPL)

Bougianvile Properties Private Limited (BOPPL)

GMR Corporate Center Limited (GCCL)*

GMR Gujarat Solar Power Private Limited (GJSPPL) (Formerly GMR Campus Private Limited)

GMR Headquarters Private Limited (GHDPL)*

GMR Airports Holding Limited (GAHL)

GMR Corporate Affairs Private Limited (GCAPL)

GMR SEZ and Port Holdings Private Limited (GSPHPL)

GMR Aviation Private Limited (GAPL)

Dhruvi Securities Private Limited (DSPL)

Himtal Hydro Power Company Private Limited (HHPCPL)

GMR Upper Karnali Hydro Power Limited (GUKHL)

GMR Energy (Mauritius) Limited (GEML)

GMR Lion Energy Limited (GLEL)

GMR Energy (Cyprus) Limited (GECL)

GMR Energy (Netherlands) BV (GENBV)

PT Unsoco (PT)

PT Dwikarya Sejati Utma (PTDSU)

PT Duta Sarana Internusa (PTDSI)

PT Barasentosa Lestari (PTBL)

Lion Energy Tuas Pte Limited (LETPL)****

GMR Infrastructure (Mauritius) Limited (GIML)

GMR Infrastructure (Cyprus) Limited (GICL)

GMR Infrastructure Overseas Sociedad Limitada (GIOSL)

GMR Infrastructure (UK) Limited (GIUL)

GMR International (Malta) Limited (GMRIML)

GMR Infrastructure (Global) Limited (GIGL)

GMR Infrastructure (Singapore) Pte Limited (GISPL)

GMR Energy (Global) Limited (GEGL)

Island Power Intermediary Pte Limited (IPIPL)

Island Power Company Pte Limited (IPCPL)

Island Power Supply Pte Limited (IPSPL)

Homeland Energy Group limited (HEGL)**

Homeland Energy Corp. (HEC)***

Homeland Mining & Energy SA (Pty) Limited (HMEP)***

Homeland Energy (Swaziland) Pty Limited (HESPL)***

Homeland Mining & Energy (Botswana) (Pty) Limited (HMEBPL)***

Homeland Coal Mining (Pty) Limited (HCMPL)***

Ferret Coal Holdings (Pty) Limited (FCHPL)***

Wizard Investments (Pty) Limited (WIPL)***

Ferret Coal (Kendal) (Pty) Limited (FCKPL)***

Manoka Mining (Pty) Limited (MMPL)***

Corpclo 331 (Pty) Limited (CPL)***

GMR Maharashtra Energy Limited (GMEL)

GMR Bundelkhand Energy Private Limited (GBEPL)

GMR Uttar Pradesh Energy Private Limited (GUPEPL)

GMR Hosur Energy Limited (GHEL)

Karnali Transmission Company Private Limited (KTCPL)

Marsyangdi Transmission Company Private Limited (MTCPL)

GMR Indo-Nepal Energy Links Limited (GIELL)

GMR Indo-Nepal Power Corridors Limited (GIPCL)

Aravali Transmission Service Company Limited (ATSCL)

Maru Transmission Service Company Limited (MTSCL)

GMR Energy Projects (Mauritius) Limited (GEPML) (Formerly GMR Energy Investments (Mauritius) Limited)

Hyderabad Duty Free Retail Limited (HDFRL)

GMR Airport Developers Limited (GADL)

GADL International Limited (formerly GADL (Isle of Man) Limited) (GADL IL)

GADL (Mauritius) Limited (GADLML)

Deepesh Properties Private Limited (DPPL)

Larkspur Properties Private Limited (LPPL)

Padmapriya Properties Private Limited (PPPL)

Kakinada SEZ Private Limited (KSEZL)

GMR Power Infra Limited (GPIL)

GMR Male International Airport Private Limited (GMIAPL)

GMR Infrastructure Investments (Singapore) Pte Ltd (GIISPL)

GMR Airport Handling Services Company Limited (GAHSCL)

Enterprises where significant influence exists

Istanbul Sabiha Gocken Uluslararasi Hvalimani Yer Hizmetleri Anonim Sirketi (SGH)

Rampia Coal Mine and Energy Private Limited (RCMEPL)

MAS GMR Aerospace Engineering Company Limited (MGAECL)

TVS GMR Aviation Logistics Limited (TGALL)

Asia Pacific Flight Training Academy Limited (APFTAL)

Limak GMR Construction JV (LGCJV)

Celebi Delhi Cargo Terminal Management India Private Limited (CDCTMIPL)

Delhi Cargo Service Centre Private Limited (DCSCPL)

Delhi Aviation Services Private Limited (Formerly DIAL Cargo Private Limited (DCPL))

Travel Food Services (Delhi T3) Private Limited (TFSDPL)

Devyani Food Street Private Limited (DFSPL)

Delhi Select Services Hospitality Private Limited (DSSHPL)

Wipro Airport IT Services Private Limited (WAISPL)

TIM Delhi Airport Advertisement Private Limited (TDAAPL)

LGM Havalimani Isletmeleri Ticaret Ve Turizm Anonim Sirketi (LGM)

Delhi Airport Parking Services Private Limited (DAPSPL)

MAS GMR Aero Technique Limited (MGATL)

Tshedza Mining Resource (Pty) Limited (TMRPL) ***

Nhalalala Mining (Pty) Ltd (NMPL) ***

Delhi Duty Free Services Private Limited (DDFSPL)

Delhi Aviation Fuel Facility Private Limited (DAFFPL)

Welfare Trust of GMR Infra Employees (WTGIE)

GMR Varalakshmi Foundation (GVF)

Joint Ventures Istanbul Sabiha Gokcen Uluslarasi Havalimani Yatirim Yapim Ve Isletme Anonim Sirketi (ISG)

Fellow Subsidiaries (Where transactions have taken place )

Raxa Security Services Limited (RSSL)

GMR Bannerghatta Properties Private Limited (GBPPL)

GMR Projects Private Limited (GMRPPL)

Ideaspace Solutions Limited (ISL)

Rajam Enterprises Private Limited (REPL)

Grandhi Enterprises Private Limited (GREPL)

GMR Holdings (Malta) Limited (GHML)

GMR Holdings (Overseas) Limited (GHOL)

GMR Holdings Overseas (Investments) Limited (GHOIL)

Key management personnel and their relatives

Mr. G.M.Rao (Chairman)

Mrs. G.Varalakshmi

Mr. G.B.S.Raju (Managing Director) (Resigned w.e.f May 12, 2010)

Mr. Kiran Kumar Grandhi (Director)

Mr. Srinivas Bommidala (Director) (Managing Director w.e.f. May 24, 2010)

Mr. B.V.Nageswara Rao (Director)

Mr. O Bangaru Raju (Director)

* Ceases to be a subsidiary during the year.

** Became subsidiary during the year.

*** Consequent to further investments in HEGL during the year.

**** Wound up during the year.

Note: The information disclosed based on the names of the parties as identified by the management.

6. Office premises and equipments for EPC division of the Company are obtained on operating lease. The lease rent paid during the year is Rs. 82,997,598 (2010: Rs. 17,869,727). Office premises are obtained for a lease term of eleven months and renewable as mutually agreed between the parties. The equipments are taken on hire on need basis. There is no escalation clause in the lease agreement. There are no restrictions imposed by lease arrangements. There are no subleases.

7. Information on Joint Ventures as per Accounting Standard – 27

The Company directly holds 35% of the equity shares of Istanbul Sabiha Gokcen Uluslararasi Havalimani Yatirim Yapim Ve Isletme Anonim Sirketi (ISG) and 5% of the equity shares of ISG through its subsidiary company. ISG is incorporated in Turkey and is involved in development of airport infrastructure.

The Company's share of the assets, liabilities, income and expenses of the jointly controlled entity basis an equity investment of 40% (including 5% held indirectly through subsidiaries) are as follows at 31st March 2011:

8. Based on information available with the Company, there are no suppliers who are registered as micro, small or medium enterprises under 'The Micro, Small and Medium Enterprises Development Act, 2006" as at March 31, 2011, which has been relied upon by the auditors.

9. Additional information pursuant to paragraph 3, 4, 4A, 4B, 4C and 4D of part II of Schedule VI of the Companies Act, 1956.

10. Pursuant to a restructuring, to facilitate expansion of the energy business both in India as well as globally, the Company has transferred its entire shareholding in GMR Energy Limited ('GEL') to GMR Renewable Energy Limited, a subsidiary of the Company, at cost.

11. The investment by GEL in equity shares / preference shares of the following subsidiary Companies has been funded by the Company against an agreement to pass on any benefits or losses out of investments by GEL to the Company and has approved by Board of Directors of both the Companies.

12. Pursuant to the resolutions passed at the Meeting of the Management Committee of the Board of Directors held on April 21, 2010, 225,080,390 equity shares of face value of Re.1 each have been allotted to Qualified Institutional Buyers at a premium of Rs.61.20 per share on April 21, 2010 aggregating to Rs.14,000,000,258.

13. Consequent to the approval of the shareholders in their Annual General Meeting held on August 31, 2009, the Board of Directors had fixed record date October 5, 2009 for sub-division of equity shares of the Company of Rs. 2 each into 2 equity shares of Re. 1 each.

14. The Company has given an interest free loan of Rs. 1,150,000,000 (2010: Nil) to Welfare Trust of GMR Infra Employees. Based on the audited financial statements as at March 31, 2011, the trust has utilised the proceeds of the loan received from the Company in the following manner:

15. The financial statements as at and for the year ended March 31, 2010 have been audited jointly by S.R.Batliboi & Associates and Price Waterhouse. The financial statements as at and for the year ended March 31, 2011 have been audited by S.R. Batliboi& Associates.

16. Previous year's figures have been regrouped where necessary to conform to this year's classification.


Mar 31, 2010

1. Background

GMR Infrastructure Limited (‘GIL’ or ‘the Company’) carries its business in the following verticals:

Engineering Procurement Construction

The Company is engaged in handling Engineering Procurement Construction (EPC) solutions in the infrastructure sector.

Others

The Company’s business also comprises of investment activity and corporate support to various infrastructure Special Purpose Vehicles (SPV).

2. Basis of preparation

The financial statements have been prepared to comply in all material respects with the Accounting Standards notified by Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956 (‘the Act’). The financial statements have been prepared under the historical cost convention on an accrual basis except in case of assets for which provision for impairment is made and revaluation is carried out. The accounting policies have been consistently applied by the Company.

3. Contingent Liabilities:

Corporate Guarantees issued in respect of borrowings availed by subsidiary companies and others – Rs. 89,766,300,000 (2009: Rs. 71,001,000,000).

The Company, through its step-down subsidiary GMR Energy (Global) Limited (GEGL), has entered into arrangements to acquire 50% equity stake in InterGen NV by means of Compulsorily Convertible Debentures (CCDs) in GMR Holding (Malta) Limited (‘GHML’), a fellow subsidiary company, aggregating to USD 254 Million. InterGen NV is a global energy company, which operates 8,146 MW capacity across fve countries in four continents and is further developing 4,400 MW.

The Company has also given a corporate guarantee up to a maximum of USD 1.38 billion to the lenders on behalf of GHML to enable it to raise debt for fnancing the aforesaid acquisition. Of such debts in GHML, USD 837 million is due to mature in October 2010. Subsequent to the year end, the Company, through GEGL, has invested additional USD 100 million in the CCDs issued by GHML to facilitate part repayment of the said loan.

GHML’s non statutory consolidated fnancial statements for the period ended December 31, 2009, prepared under International Financial Reporting Standards (IFRSs) as adopted by European Union, show a loss of USD 130.90 million (March 31, 2009 – USD 54.60 million) and its total liabilities exceeded total assets by USD 159.3 million (2009 – USD 62.2 million). This loss was primarily due to the share of losses of the GHML’s investment through its subsidiary in associate InterGen N.V. of USD 77.5 million as well as finance costs of USD 51.7 million. Though InterGen incurred a loss for the year ended December 31, 2009, it has generated an operating cash flow of USD 91 million (December 31, 2008 – USD 113 million) and its accounts continue to be prepared on a going concern basis. Further, subsequent to the year end, GHML has implemented new holding company structure to facilitate cash inflows from InterGen NV. Subsequent to the year-end, GHML has received distribution of cash amounting to USD 32.5 million from Intergen NV.

GHML is in advanced stages of negotiation to refnance USD 537 million through a consortium of banks which is expected to be finalised in June 2010 and is also in the process of refinancing the balance of USD 200 million with other lenders. To this end, GMR Holdings Private Limited, the ultimate holding company, has also undertaken to provide the necessary financial guarantees to meet any obligations.

Considering the above and the equity value of InterGen N V, Corporate Guarantee to the lenders on behalf of GHML is considered for disclosure as Contingent Liability as above, the management does not envisage any adverse financial implication on account of the above said corporate guarantee.

4. Capital Commitments

Estimated amount of contracts remaining to be executed on capital account not provided for, net of advances Rs. 83,686,592 (2009: Rs. Nil).

5. During the year, 46,800,000 equity shares of Rs.10 each of Delhi International Airport Private Limited (DIAL) were acquired from Infrastructure Development Finance Corporation Limited Infrastructure Fund - India Development Fund at a consideration of Rs. 1,497,197,420 which was discharged by allotment of 26,038,216 equity shares of GIL of Re.1 each at issue price of Rs. 57.50 per equity share (including Rs. 56.50 per equity share towards share premium). Consequently, the effective share holding of the Company in DIAL has increased to 53.79%.

6. Employee Benefits

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with Life Insurance Corporation of India in the form of a qualifying insurance policy.

The following tables summaries the components of net benefit expense recognised in the Profit and Loss account and the funded status and amounts recognised in the Balance Sheet for gratuity benefit.

7. Related Party Transactions

a) Name of Related Parties and description of relationship:

Description of

Name of the Related Parties Relationship

Holding Company GMR Holdings Private Limited (GHPL)

Subsidiary Companies GMR Energy Limited (GEL)

GMR Power Corporation Limited (GPCL) (formerly GMR Power Corporation Private Limited)

GMR Vemagiri Power Generation Limited (VPGL) (formerly Vemagiri Power Generation Limited)

GMR Energy Trading Limited (GETL)

GMR (Badrinath) Hydro Power Generation Private Limited (GBHPL)

Badrinath Hydro Power Generation Private Limited (BHPL)

GMR Mining and Energy Private Limited (GMEL)

GMR Kamalanga Energy Limited (GKEL)

GMR Consulting Services Private Limited (GCSPL) (formerly GMR Consulting Engineers Private Limited)

GMR Rajahmundry Energy Limited (GREL)

SJK Powergen Limited (SJK)

GMR Coastal Energy Private Limited (GCEPL)

GMR Bajoli Holi Hydropower Private Limited (GBHPPL)

GMR Chhattisgarh Energy Private Limited (GCHEPL)

GMR Londa Hydropower Private Limited (GLHPPL)

Londa Hydro Power Private Limited (LHPL)

EMCO Energy Limited (EMCO)

Delhi International Airport Private Limited (DIAL)

DIAL Cargo Private Limited (DCPL)

Delhi Aerotropolis Private Limited (DAPL)

Delhi Aviation Fuel Facility Private Limited (DAFFPL)

East Delhi Waste Processing Company Private Limited (EDWPCPL)

GMR Hyderabad International Airport Limited (GHIAL)

Hyderabad Menzies Air Cargo Private Limited (HMACPL)

Hyderabad Airport Security Services Limited (HASSL)

GMR Hyderabad Airport Resource Management Limited (GHARML)

GMR Hyderabad Aerotropolis Limited (GHAL)

GMR Hyderabad Aviation SEZ Limited (GHASL)

GMR Hyderabad Multiproduct SEZ Limited (GHMSL)

GMR Hotels and Resorts Limited (GHHL) (formerly GMR Airport Handling Services Limited)

Gateways for India Airports Private Limited (GFIAPL)

GMR Highways Limited (GMRHL) (formerly GMR Highways Private Limited)

GMR Tuni Anakapalli Expressways Private Limited (GTAEPL)

GMR Tambaram Tindivanam Expressways Private Limited (GTTEPL)

GMR Ambala Chandigarh Expressways Private Limited (GACEPL)

GMR Jadcherla Expressways Private Limited (GJEPL)

GMR Pochanpalli Expressways Limited(GPEL) (formerly GMR Pochanpalli Expressways Private Limited)

GMR Ulundurpet Expressways Private Limited (GUEPL)

GMR Hyderabad Vijayawada Expressways Private Limited (GHVEPL)

GMR Chennai Outer Ring Road Private Limited (GCORRPL) (Associate till March 26, 2010)

GMR OSE Hungund Hospet Highways Private Limited (GOSEHHHPL)

GMR Krishnagiri SEZ Limited (GKSEZL)

Advika Properties Private Limited (APPL) (formerly Advika Real Estate Private Limited)

Aklima Properties Private Limited (AKPPL) (formerly Aklima Real Estate Private Limited)

Amartya Properties Private Limited (AMPPL) (formerly Amartya Real Estate Private Limited)

Baruni Properties Private Limited (BPPL) (formerly Baruni Real Estate Private Limited)

Camelia Properties Private Limited (CPPL) (formerly Camelia Real Estate Private Limited)

Eila Properties Private Limited (EPPL) (formerly Eila Real Estate Private Limited)

Gerbera Properties Private Limited (GPPL) (formerly Gerbera Real Estate Private Limited)

Lakshmi Priya Properties Private Limited (LPPPL) (formerly Hiral Real Estates Private Limited)

Honeysuckle Properties Private Limited (HPPL)

Idika Properties Private Limited (IPPL) (formerly Idika Real Estate Private Limited)

Krishnapriya Properties Private Limited (KPPL) (formerly Krishnapriya Real Estate Private Limited)

Nadira Properties Private Limited (NPPL) (formerly Nadira Real Estate Private Limited)

Prakalpa Properties Private Limited (PPPL) (formerly Prakalpa Real Estate Private Limited)

Purnachandra Properties Private Limited (PUPPL) (formerly Purnachandra Real Estate Private Limited)

Shreyadita Properties Private Limited (SPPL) (formerly Shreyadita Real Estate Private Limited)

Sreepa Properties Private Limited (SRPPL) (formerly Sreepa Real Estate Private Limited)

Bougianvile Properties Private Limited (BOPPL)

GMR Corporate Center Limited (GCCL)

GMR Campus Private Limited (GCPL)

GMR Headquarters Private Limited (GHDPL)

GMR Airports Holding Limited (GAHL) (formerly GVL Investments Private Limited)

GMR Corporate Affairs Private Limited (GCAPL)

GMR SEZ and Port Holdings Private Limited (GSPHPL) (formerly GMR Oil and Natural Gas Private Limited)

GMR Aviation Private Limited (GAPL)

Dhruvi Securities Private Limited (DSPL)

Himtal Hydro Power Company Private Limited (HHPCPL)

GMR Upper Karnali Hydro Power Limited (GUKHL)

GMR Energy (Mauritius) Limited (GEML)

GMR Lion Energy Limited (GLEL)

GMR Energy (Cyprus) Limited (GECL)

GMR Energy (Netherlands) BV (GENBV)

PT Unsoco (PT)

PT Dwikarya Sejati Utma (PTDSU)

PT Duta Sarana Internusa (PTDSI)

PT Barasentosa Lestari (PTBL)

Lion Energy Tuas Pte Limited (LETPL)

GMR Infrastructure (Mauritius) Limited (GIML)

GMR Infrastructure (Cyprus) Limited (GICL)

GMR Infrastructure Overseas Sociedad Limitada (GIOSL)

GMR Infrastructure (UK) Limited (GIUL)

GMR International (Malta) Limited (GMRIML)

GMR Infrastructure (Global) Limited (GIGL)

GMR Infrastructure (Singapore) Pte Limited (GISPL)

GMR Energy (Global) Limited (GEGL)

Island Power Intermediary Pte Limited (IPIPL)

Island Power Company Pte Limited (IPCPL)

Island Power Supply Pte Limited (IPSPL) Enterprises where Istanbul Sabiha Gokcen Uluslararasi Hvalimani Yer Hizmetleri Anonim Sirketi (SGH)

significant influence Limak GMR Construction JV (LGCJV) exists Homeland Energy Group Limited (HEGL)

MAS GMR Aerospace Engineering Company Private Limited (MGECPL)

Devyani Food Street Private Limited (DFSPL)

Delhi Select Services Hospitality Private Limited (DSSHPL)

Delhi Duty Free Services Private Limited (DDFSPL)

Celebi Delhi Cargo Terminal Management India Private Limited (CDCTMIPL)

Delhi Cargo Service Centre Private Limited (DCSCPL)

Wipro Airport IT Services Private Limited (WAITSPL)

Delhi Airport Parking Services Private Limited (DAPSPL)

LGM Havalimani Isletmeleri Ticaret Ve Turizm Anonim Sirketi (LGM)

Description of

Name of the Related Parties Relationship

Joint Ventures Istanbul Sabiha Gokcen Uluslarasi Havalimani Yatirim Yapum Ve Isletme Sirketi (ISG)

Fellow Subsidiaries GMR Industries Limited (GIDL)

(Where transactions Raxa Security Services Limited (RSSL) have taken place) GMR Bannerghatta Properties Private Limited (GBPPL) (formerly GMR Properties Private Limited)

GMR Projects Private Limited (GMRPPL)

Ideaspace Solutions Limited (ISL)

Rajam Enterprises Private Limited (REPL)

Grandhi Enterprises Private Limited (GREPL)

GMR Holdings (Malta) Limited (GH(M)L) Key management Mr.G.M.Rao (Executive Chairman)

personnel and their Mrs.G.Varalakshmi (Relative) relatives Mr.G.B.S.Raju (Managing Director) (Resigned w.e.f May 12, 2010)

Mr. G. Kiran Kumar (Director)

Mr Srinivas Bommidala (Director) (Managing Director w.e.f May 24, 2010)

Mr. B. V. NageswaraRao (Director)

Mr.O.Bangaru Raju (Director)

Note: The information disclosed based on the names of the parties as identifed by the management.

8. Information pursuant to paragraphs 3, 4, 4A, 4B, 4C and 4D of part II of Schedule VI of the Companies Act, 1956 to the extent either Nil or Not Applicable has not been furnished

9. Pursuant to the Resolutions passed at the Meeting of the Management Committee of the Board of Directors held on April 21, 2010, 225,080,390 equity shares of face value of Re.1 each have been allotted to Qualified Institutional Buyers at a premium of Rs.61.20 per share on April 21, 2010 aggregating to Rs.14,000,000,258.

10. The financial statements as at and for the year ended March 31, 2009 have been audited by Price Waterhouse. The financial statements as at and for the year ended March 31, 2010 have been audited jointly by S.R. Batliboi & Associates and Price Waterhouse.

11. Previous year’s figures have been regrouped and reclassified, wherever necessary, to conform to those of the current year.

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