Auditor Report of GMR Power and Urban Infra Ltd.

Mar 31, 2025

1. We have audited the accompanying standalone financial
statements of GMR Power and Urban Infra Limited (''the
Company''), which comprise the Standalone Balance Sheet
as at 31 March 2025, the Standalone Statement of Profit
and Loss (including Other Comprehensive Income), the
Standalone Statement of Cash Flow and the Standalone
Statement of Changes in Equity for the year then ended,
and notes to the standalone financial statements, including
material accounting policy information and other
explanatory information.

2. In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013 (''the Act'') in the
manner so required and give a true and fair view in
conformity with the Indian Accounting Standards (''Ind AS'')
specified under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015 and
other accounting principles generally accepted in India, of
the state of affairs of the Company as at 31 March 2025,
and its profit (including other comprehensive income), its
cash flows and the changes in equity for the year ended on
that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards
on Auditing specified under section 143(10) of the Act. Our
responsibilities under those standards are further described
in the Auditor''s Responsibilities for the Audit of the
Standalone Financial Statements section of our report. We
are independent of the Company in accordance with the
Code of Ethics issued by the Institute of Chartered
Accountants of India (''ICAI'') together with the ethical
requirements that are relevant to our audit of the standalone
financial statements under the provisions of the Act and the
rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and
the Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis
for our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements of the current period. These
matters were addressed in the context of our audit of the
standalone financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate
opinion on these matters.

5. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter How our audit addressed the key audit matter
1. Revenue recognition and measurement of upfront losses on Long-term construction contracts (refer note 2.2.c for
the material accounting policy and note 33 for disclosures of the accompanying standalone financial statements)

For the year ended 31 March 2025, the Company has
recognized revenue from Engineering, procurement and
construction (EPC) contracts of '' 189.18 crore and has
accumulated provisions for upfront losses amounting to
'' 2.09 crore as at 31 March 2025.

The Company''s revenue primarily arises from construction
contracts, which is recognised over a period of time in
accordance with the requirements of Ind AS 115, Revenue
from Contract with Customers, as further explained in note
33 to the accompanying standalone financial statements,
and which, by its nature, is complex given the significant
judgements involved in the assessment of current and future
contractual performance obligations.

The Company recognises revenue based on the stage of
completion which is determined on the basis of the
proportion of value of goods or services transferred as at
the Balance Sheet date, relative to the value of goods or
services promised under the contract.

Our audit procedures for recognition of contract revenue, margin
and contract costs, and related receivables and liabilities included,
but were not limited to, the following:

â¢ Evaluated the appropriateness of the Company''s accounting
policy for revenue recognition from construction contracts
in accordance with Ind AS 115, ''Revenue from Contracts
with Customers;

â¢ Assessed the design and implementation of key controls,
over the recognition of contract revenue and tested the
operating effectiveness of these controls;

â¢ For a sample of contracts, we have tested the
appropriateness of amount recognized as revenue by
evaluating key management judgements inherent in the
determining forecasted contract revenue and costs to
complete that drive the accounting under the percentage
of completion method by performing following procedures:

- reviewed the contract terms and conditions;

Key audit matter

How our audit addressed the key audit matter

The recognition of contract revenue, contract costs and the
resultant profit/loss therefore rely on the estimates in
relation to forecast contract revenue and the total cost.
These contract estimates are reviewed by the management
on a periodic basis. In doing so, the management is required
to exercise judgement in its assessment of the valuation of
contract variations and claims and liquidated damages as
well as the completeness and accuracy of forecast costs to
complete and the ability to deliver contracts within
contractually determined timelines. The final contract values
can potentially be impacted on account of various factors
and are expected to result in varied outcomes. Changes in
these judgements, and the related estimates as contracts
progress can result in material adjustments to revenue and
margins/ onerous obligations.

Owing to these factors, we have determined revenue
recognition and provision for upfront losses from EPC
contracts as a key audit matter for the current year audit.

In addition to the above, following disclosures made in the
accompanying standalone financial statements has been
considered as fundamental to the users'' understanding of
such financial statements:

Note 33(i) to the accompanying standalone financial
statements which describes that the Company has
recognized certain claims in the current year and preceding
years pertaining to Dedicated Freight Corridor Corporation
(''DFCC'') project basis evaluation by the joint venture (''JV'')
incorporated between the Company and SEW Infrastructure
Limited, of JV''s entitlement under the contract towards
recovery of prolonged cost, as further detailed in the
aforesaid note.

Based on the legal opinion and favourable award received
from Dispute Adjudicating Board as stated in the said note,
the management is of the view that the aforesaid claims as
included in unbilled revenue as at 31 March 2025 are fully
recoverable.

- evaluated the identification of performance obligation
of the contract;

- evaluated the appropriateness of management''s
assessment that performance obligation was satisfied
over time and consequent recognition of revenue using
percentage of completion method;

- obtained an understanding of the assumptions applied
in determining the forecasted revenue and cost to
complete;

- assessed management''s estimates of the impact to
revenue and budgeted costs arising from scope
changes made to the original contracts, claims, disputes
and liquidation damages (including prolongation
claims) with reference to supporting documents
including variation orders and correspondence between
the Company and the customers; and

â¢ Assessed the appropriateness and adequacy of disclosures
made by the management with respect to revenue
recognised during the year in accordance with applicable
accounting standards.

2. Fair value measurement of investments in subsidiaries, associate and joint ventures (refer note 2.2.o for the material
accounting policy and note 5 for disclosures of the accompanying standalone financial statements)

The Company has determined the fair value of its
investments in unquoted equity shares, including
instruments in the nature of equity of its subsidiaries,
associate and joint ventures as at the year end. Determining
the fair value of such unquoted investments requires use
of valuation techniques which has been performed by
independent valuation experts, applying applicable
valuation methodologies.

The Company has total investment of '' 1,851.53 crore
(including classified under held for sale) as at 31 March
2025 which constitutes 39.52% of total assets of the
Company. The aforementioned investments are carried at
their respective fair values as at the reporting date as per
Ind AS 109 - ''Financial Instruments''.

Our audit procedures to assess the reasonableness of fair
valuation of investments included, but were not limited to the
following:

â¢ Obtained a detailed understanding of the management''s
process and controls for determining the fair valuation of
unquoted equity and preference instruments;

â¢ Evaluated the design and tested the operating effectiveness
of key controls implemented for fair valuation of the
investments;

â¢ Obtained the valuation reports of the management''s
valuation expert and assessed the expert''s professional
competence, objectivity and capabilities in performing the
valuation of the investments;

Key audit matter	How our audit addressed the key audit matter
The determination of carrying value of the Company''s	â¢ Assessed the appropriateness of the valuation methodology
investments in subsidiaries, associate and joint ventures is	used for the fair valuation computation;
dependent on management''s estimates of future cash flows	â¢ Carried out an assessment of forecasts of future cash flows
and their judgment with respect to final determination of	prepared by the management across various sectors and
tariff rates, operational performance of the plants, life	business of the investee companies which involved,
extension plans, availability and market prices of coal and	evaluating the key assumptions including the discount rate
other fuels, restructuring of loans, outcome of litigations,	and comparing the estimates to externally available industry,
etc. in case of investments in entities in the energy business	economic and financial data with the support of our auditor''s
and estimation of vehicle traffic and rates and favourable	expert and assessed the appropriateness of the aforesaid
outcomes of litigations etc. in case of investments in	key assumptions;
expressway business.
	â¢ Engaged in discussions with the management on the
Owing to the uncertainties involved in forecasting and	performance of the Company''s investments as compared
discounting future cash flows, significant management''s	to previous year in order to evaluate whether the inputs
judgement and subjectivity involved in estimates and	and assumptions used in the cash flow forecasts were
underlying key assumptions used in the valuation models	suitable;
and the significance of the Company''s investments as at
31 March 2025 in context of standalone financial statements,	â¢ Discussed the significant ongoing litigations in the investee
we have determined this as a key audit matter for current	companies which had a material impact to ascertain the
year audit.	appropriateness of the outcome considered in the respective
	valuation models;
In addition to the above, following disclosures made in the
accompanying standalone financial statements have been	â¢ Tested the arithmetical accuracy of the computations done
considered as fundamental to the users'' understanding of	in accordance with the valuation models; and
such financial statements:	â¢ Ensured the appropriateness and adequacy of the related
	disclosures in the standalone financial statements in
a. As explained in note 5.2 to the accompanying
Standalone financial statements, the Company has	accordance with the accounting standards.
invested in GMR Consulting Services Limited (''GCSL''),
subsidiary of the Company, which have further invested
in step down subsidiaries. The Company together with
GCSL has investments in GMR Energy Limited (''GEL''), a
subsidiary of the Company, amounting to '' 1,190.38
crore and has outstanding loan (net of impairment)
(including accrued interest) amounting to '' 1,997.52
crore recoverable from GEL as at 31 March 2025. GEL
has further invested in GMR Kamalanga Energy Limited
(''GKEL'') and GMR Warora Energy Limited (''GWEL''), both
subsidiary companies. The carrying value of investment
of the Company in GEL is dependent upon fair values
of GKEL and GWEL. The aforementioned investments
are designated at their respective fair values as at the
reporting date as per Ind AS 109- ''Financial Instruments''.
The carrying values are based on the respective
valuations performed by an external expert using the
discounted future cash flows method and other matters
as follows:
- Note 5.4 to the accompanying standalone financial
statements which states that the fair value of
investment in GKEL is significantly dependent on
the achievement of certain key assumptions
considered in aforementioned valuation such as
expansion and optimal utilization of existing plant
capacity, and timing and amount of settlement of
disputes with customers and capital creditors,
which are outstanding as on 31 March 2025 as
further explained in the said note.

Key audit matter	How our audit addressed the key audit matter
- Note 5.3 to the accompanying standalone financial
statements which states that the fair value of
investment in GWEL is also dependent upon
recoverability of claims relating to transmission
charges from Maharashtra State Electricity
Distribution Company Limited (MSEDCL) as
explained below, which are under dispute and
pending settlement / realization as on 31 March
2025, capacity utilization of plant in future years
and certain other key assumptions as considered
in the valuation performed by an external expert
as explained in the said note.
The claims pertain to recovery of transmission charges
from MSEDCL by GWEL. GWEL has disputed the
contention of MSEDCL that the cost of transmission
charges is to be paid by GWEL. However, based on the
Order of the Appellate Tribunal for Electricity (''APTEL'')
(''the Order'') dated 8 May 2015, currently contested by
MSEDCL in the Supreme Court and pending conclusion,
GWEL has accounted for reimbursement of such
transmission charges in the Statement of Profit and Loss
amounting to '' 616.33 crore for the period from 17
March 2014 to 30 November 2020 and accordingly,
GWEL has disclosed the aforesaid transmission charges
and those invoiced directly to MSEDCL, a customer of
GWEL, by Power Grid Corporation Limited for the period
01 December 2020 to 31 March 2025 as contingent
liability, as further described in aforesaid note.
The management of the Company, based on its internal
assessment, legal opinion, certain interim favourable
regulatory orders and valuation assessment made by
an external expert, is of the view that the carrying value
of the aforesaid investment of the Company in GEL,
taking into account the matter described above in
relation to the investment made by GEL in GWEL and
GKEL, is appropriate and accordingly, no adjustments
to the aforesaid balance have been made in the
accompanying standalone financial statements for the
year ended 31 March 2025.

Information other than the Standalone Financial Statements
and Auditor''s Report thereon

6. The Company''s Board of Directors are responsible for the
other information. The other information comprises the
information included in the Annual Report, but does not
include the standalone financial statements and our auditor''s
report thereon. The Annual Report is expected to be made
available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does
not cover the other information and we will not express any
form of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
identified above when it becomes available and, in doing
so, consider whether the other information is materially
inconsistent with the standalone financial statements or our

knowledge obtained in the audit or otherwise appears to
be materially misstated.

When we read the Annual Report, if we conclude that there
is a material misstatement therein, we are required to
communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with

Governance for the Standalone Financial Statements

7. The accompanying standalone financial statements have
been approved by the Company''s Board of Directors. The
Company''s Board of Directors are responsible for the matters
stated in section 134(5) of the Act with respect to the
preparation and presentation of these standalone financial
statements that give a true and fair view of the financial
position, financial performance including other
comprehensive income, changes in equity and cash flows
of the Company in accordance with the Ind AS specified

under section 133 of the Act and other accounting principles
generally accepted in India. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets
of the Company and for preventing and detecting frauds
and other irregularities; selection and application of
appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

8. In preparing the standalone financial statements, the Board
of Directors is responsible for assessing the Company''s ability
to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the Board of Directors
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

9. The Board of Directors is also responsible for overseeing
the Company''s financial reporting process.

Auditor''s Responsibilities for the audit of the Standalone

Financial Statements

10. Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole are
free from material misstatement, whether due to fraud or
error, and to issue an auditor''s report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with Standards on Auditing will always detect a material
misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis
of these standalone financial statements.

11. As part of an audit in accordance with Standards on Auditing,
specified under section 143(10) of the Act we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement
of the standalone financial statements, whether due to
fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
the override of internal control;

â¢ Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section
143(3)(i) of the Act we are also responsible for
expressing our opinion on whether the Company has
adequate internal financial controls with reference to

financial statements in place and the operating
effectiveness of such controls;

â¢ Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management;

â¢ Conclude on the appropriateness of Board of Directors''
use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that
may cast significant doubt on the Company''s ability to
continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw
attention in our auditor''s report to the related
disclosures in the standalone financial statements or, if
such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence
obtained up to the date of our auditor''s report.
However, future events or conditions may cause the
Company to cease to continue as a going concern; and

â¢ Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

12. We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.

13. We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.

14. From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial
statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor''s
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in
our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public
interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

15. As required by section 197(16) of the Act, based on our
audit, we report that the Company has paid remuneration
to its directors during the year in accordance with the
provisions of and limits laid down under section 197 read
with Schedule V to the Act.

16. As required by the Companies (Auditor''s Report) Order, 2020
(''the Order'') issued by the Central Government of India in
terms of section 143(11) of the Act we give in the Annexure
I, a statement on the matters specified in paragraphs 3 and
4 of the Order, to the extent applicable.

17. Further to our comments in Annexure I, as required by

section 143(3) of the Act based on our audit, we report, to

the extent applicable, that:

a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit of
the accompanying standalone financial statements;

b) Except for the matters stated in paragraph 17 (i)(vi)
below on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 (as amended), in our
opinion, proper books of account as required by law
have been kept by the Company so far as it appears
from our examination of those books;

c) The standalone financial statements dealt with by this
report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial
statements comply with Ind AS specified under section
133 of the Act;

e) The matters described in paragraph 2(a) under the key
audit matters section in paragraph 5 above, in our
opinion, may have an adverse effect on the functioning
of the Company;

f) On the basis of the written representations received
from the directors and taken on record by the Board of
Directors, none of the directors is disqualified as on 31
March 2025 from being appointed as a director in terms
of section 164(2) of the Act;

g) The modification relating to the maintenance of
accounts and other matters connected therewith are
as stated in paragraph 17(b) above on reporting under
section 143(3)(b) of the Act and paragraph 17(i)(vi)
below on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 (as amended);

h) With respect to the adequacy of the internal financial
controls with reference to financial statements of the
Company as on 31 March 2025 and the operating
effectiveness of such controls, refer to our separate
report in Annexure II wherein we have expressed an
unmodified opinion; and

i) With respect to the other matters to be included in the
Auditor''s Report in accordance with rule 11 of the
Companies (Audit and Auditors) Rules, 2014 (as
amended), in our opinion and to the best of our
information and according to the explanations given
to us:

i. The Company, as detailed in note 34(II) to the
standalone financial statements, has disclosed the
impact of pending litigations on its financial
position as at 31 March 2025;

ii. The Company, as detailed in note 33(h) to the
standalone financial statements, has made
provision as at 31 March 2025, as required under
the applicable law or accounting standards, for
material foreseeable losses, if any, on long-term
contracts including derivative contracts;

iii. There were no amounts which were required to
be transferred to the Investor Education and
Protection Fund by the Company during the year
ended 31 March 2025;

iv. a. The management has represented that, to the

best of its knowledge and belief, other than
as disclosed in note 50(iv) to the standalone
financial statements, no funds have been
advanced or loaned or invested (either from
borrowed funds or securities premium or any
other sources or kind of funds) by the
Company to or in any persons or entities,
including foreign entities (''the
intermediaries''), with the understanding,
whether recorded in writing or otherwise, that
the intermediary shall, whether, directly or
indirectly lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the Company (''the Ultimate
Beneficiaries'') or provide any guarantee,
security or the like on behalf the Ultimate
Beneficiaries;

b. The management has represented that, to the
best of its knowledge and belief, as disclosed
in note 50(v) to the standalone financial
statements, no funds have been received by
the Company from any persons or entities,
including foreign entities (''the Funding
Parties''), with the understanding, whether
recorded in writing or otherwise, that the
Company shall, whether directly or indirectly,
lend or invest in other persons or entities
identified in any manner whatsoever by or on
behalf of the Funding Party (''Ultimate
Beneficiaries'') or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries; and

c. Based on such audit procedures performed
as considered reasonable and appropriate in
the circumstances, nothing has come to our
notice that has caused us to believe that the
management representations under subÂ¬
clauses (a) and (b) above contain any material
misstatement.

v. The Company has not declared or paid any
dividend during the year ended 31 March 2025;
and

vi. As stated in note 45 to the standalone financial
statements and based on our examination which
included test checks, the Company, in respect of
financial year commencing on 1 April 2024, has
used an accounting software for maintaining its
books of account which has a feature of recording
audit trail (edit log) facility and the same has been
operated throughout the year for all relevant
transactions recorded in the software, except that
audit trail feature was not enabled at the database

level upto 24 May 2024. Further, during the course of our audit we did not come across any instance of audit trail
feature being tampered with in respect of the accounting software where such feature is enabled and logs maintained.
The audit trail feature has been preserved by the Company as per the statutory requirements for record retention
from the date the audit trail was enabled for the accounting software.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm''s Registration No.: 001076N/N500013

Anamitra Das

Partner

Place: New Delhi Membership No.: 062191

Date: 19 May 2025 UDIN: 25062191BMMMJP2790

Mar 31, 2024

GMR Power and Urban Infra Limited

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements of GMR Power and Urban Infra Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (''the Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (''Ind AS'') specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (''ICAI'') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter	How our audit addressed the key audit matter
1. Assessment of going concern basis (refer note 2.1 to the accompanying standalone financial statements)
The Company''s current liabilities exceeds its current assets by	Our audit procedures included but were not limited to, the
H 755.13 crore as at 31 March 2024. Such factor indicated a	following in relation to assessment of appropriateness of going
need to assess the Company''s ability to continue as a going	concern basis of accounting:
concern and as mentioned in note 2.1 to the accompanying	â¢ Obtained an understanding of the management''s process
standalone financial statements, the Company has taken	for identifying all the events or conditions that could impact
into consideration various initiatives including monetization	the Company''s ability to continue as a going concern and
of assets, recovery of outstanding claims in various infra	the process followed to assess the mitigating factors for
business (highway/ EPC), raising finances from financial	such events or conditions. Also, obtained an understanding
institutions/group companies, strategic investors and from	around the methodology adopted and the associated
strategic initiatives and refinancing of existing debts which	controls implemented by the Company to assess their future
have been considered as mitigating factors in its assessment	business performance to prepare a robust cash flow forecast;
for use of going concern basis of accounting for preparation of	â¢ Reconciled the cash flow forecast to the future business
the accompanying standalone financial statements.	plans of the Company as approved by the Board of Directors
For the aforesaid purpose, the Management has prepared	and considered the same for our assessment of the
future cash flow forecasts based on the management business	Company''s capability to meet its financial obligation falling
plans as approved by the Board of the Directors and performed	due within next twelve months;
sensitivity analysis of the key assumptions and inputs used	â¢ In order to corroborate management''s future business plans
in such projections to assess whether the Company would be	and to identify potential contradictory information, we read
able to operate as a going concern for a period of at least 12	the minutes of the Board of Directors and discussed the
months from the date of financial statements and concluded	same with the management;

Key audit matter	How our audit addressed the key audit matter
that the going concern basis of accounting used for preparation	â¢ Tested the appropriateness of key assumptions used by the
of the accompanying financial statements is appropriate and	management, that had most material impact in preparation
there is no material uncertainty in such assessment.	of the cash flow forecast and evaluated the completeness
We have considered the assessment of management''s	and accuracy of the expected outflow on account of debt
evaluation of going concern basis of accounting as a key audit	repayments and other commitments made by the Company;
matter due to the pervasive impact thereof on the standalone	â¢ Performed independent sensitivity analysis to test the
financial statements and the significant judgements and	impact of estimation uncertainty on the cash flows due to
assumptions that are inherently subjective and dependent	change in key assumptions;
on future events, involved in preparation of cash flow	â¢ Reviewed the historical accuracy of the cash flow
projections and determination of the overall conclusion by the	projections prepared by the management in prior periods;
management.	â¢ Inspected the relevant documents and other supporting evidence for management''s plan for raising finance through strategic investors and of refinancing of existing borrowings and recoverability of claims; and â¢ Assessed the appropriateness and adequacy of the disclosures made in the standalone financial statements in respect of going concern.
2. Revenue recognition and measurement of upfront losses on Long-term construction contracts
(refer note 2.2.c for the accounting policy and note 33 for disclosures of the accompanying standalone financial statements)
For the year ended 31 March 2024, the Company has	Our audit procedures for recognition of contract revenue,
recognized revenue from Engineering, procurement and	margin and contract costs, and related receivables and liabilities
construction (EPC) contracts of H 329.71 crore and has	included, but were not limited to, the following:
accumulated provisions for upfront losses amounting to H 2.77	â¢ Evaluated the appropriateness of the Company''s accounting
crore as at 31 March 2024.	policy for revenue recognition from construction contracts
The Company''s revenue primarily arises from construction	in accordance with Ind AS 115, ''Revenue from Contracts
contracts, which is recognised over a period of time in	with Customers'';
accordance with the requirements of Ind AS 115, Revenue	â¢ Assessed the design and implementation of key controls,
from Contract with Customers, as further explained in note	over the recognition of contract revenue and tested the
33 to the accompanying standalone financial statements,	operating effectiveness of these controls;
and which, by its nature, is complex given the significant judgements involved in the assessment of current and future	â¢ For a sample of contracts, we have tested the appropriateness of amount recognized as revenue by
contractual performance obligations.	evaluating key management judgements inherent in
The Company recognises revenue based on the stage of	determining the forecasted contract revenue and costs to
completion which is determined on the basis of the proportion	complete that drive the accounting under the percentage
of value of goods or services transferred as at the Balance	of completion method by performing following procedures:
Sheet date, relative to the value of goods or services promised under the contract. The recognition of contract revenue, contract costs and the	- reviewed the contract terms and conditions; - evaluated the identification of performance obligation of the contract;
resultant profit/loss therefore rely on the estimates in relation
to forecast contract revenue and the total cost. These contract	- evaluated the appropriateness of management''s
estimates are reviewed by the management on a periodic	assessment that performance obligation was satisfied
basis. In doing so, the management is required to exercise	over time and consequent recognition of revenue using
judgement in its assessment of the valuation of contract	percentage of completion method;
variations and claims and liquidated damages as well as the	- obtained an understanding of the assumptions applied in
completeness and accuracy of forecast costs to complete and	determining the forecasted revenue and cost to complete;
the ability to deliver contracts within contractually determined	- assessed management''s estimates of the impact
timelines. The final contract values can potentially be impacted	to revenue and budgeted costs arising from scope
on account of various factors and are expected to result	changes made to the original contracts, claims, disputes
in varied outcomes. Changes in these judgements, and the	and liquidation damages (including prolongation claims)
related estimates as contracts progress can result in material	with reference to supporting documents including
adjustments to revenue and margins/ onerous obligations.	variation orders and correspondence between the
Owing to these factors, we have determined revenue	Company and the customers; and
recognition and provision for upfront losses from EPC contracts	â¢ Assessed the appropriateness and adequacy of disclosures
as a key audit matter for the current year audit.	made by the management with respect to revenue
In addition to the above, following disclosure made in the	recognised during the year in accordance with applicable
accompanying standalone financial statements has been	accounting standards.

Key audit matter	How our audit addressed the key audit matter
considered as fundamental to the users'' understanding of such financial statements: Note 33(i) to the accompanying standalone financial statements which describes that the Company has recognized certain claims in the current year and preceding year ended 31 March 2023 pertaining to Dedicated Freight Corridor Corporation (''DFCC'') project basis evaluation by the joint venture (''JV'') incorporated between the Company and SEW Infrastructure Limited, of JV''s entitlement under the contract towards recovery of prolonged cost, as further detailed in the aforesaid note. Based on the legal opinion, the management is of the view that the aforesaid claims as included in unbilled revenue as at 31 March 2024 are fully recoverable.
3. Fair value measurement of investments in subsidiaries, associates and joint ventures
(refer Note 2.2.n for the accounting policy and Note 5 for disclosures of the accompanying standalone financial statements)
The Company has determined the fair value of its investments	Our audit procedures to assess the reasonableness of fair valuation
in unquoted equity shares including instruments in the nature	of investments included, but were not limited to the following:
of equity of its subsidiaries, joint ventures and associates as	â¢ Obtained a detailed understanding of the management''s
at the year end. Determining the fair value of such unquoted	process and controls for determining the fair valuation of
investments requires use of valuation techniques which has	unquoted equity and preference instruments;
been performed by independent valuation experts, applying	â¢ Evaluated the design and tested the operating
applicable valuation methodologies.	effectiveness of key controls implemented for fair valuation
The Company has total investment of H 3,049.67 crore as at 31 March 2024 which constitutes 44.77% of total assets of the Company. The aforementioned investments are carried at	of the investments; â¢ Obtained the valuation reports of the management''s valuation expert and assessed the expert''s professional
their respective fair values as at the reporting date as per Ind AS 109 - ''Financial Instruments''.	competence, objectivity and capabilities in performing the valuation of the investments;
The determination of carrying value of the Company''s investments in subsidiaries, joint ventures and associates is dependent on management''s estimates of future cash flows	â¢ Assessed the appropriateness of the valuation methodology used for the fair valuation computation;
and their judgment with respect to final determination of tariff	â¢ Carried out an assessment of forecasts of future cash
rates, operational performance of the plants, life extension	flows prepared by the management across various sectors
plans, availability and market prices of gas, coal and other fuels,	and business of the investee companies which involved,
restructuring of loans, outcome of litigations, etc. in case of	evaluating the key assumptions including the discount
investments in entities in the energy business and estimation	rate and comparing the estimates to externally available
of vehicle traffic and rates and favourable outcomes of	industry, economic and financial data with the support of
litigations, etc. in case of investments in expressway business. Owing to the uncertainties involved in forecasting and	our auditor''s expert and assessed the appropriateness of the aforesaid key assumptions;
discounting future cash flows, significant management''s	â¢ Engaged in discussions with the management on the
judgement and subjectivity involved in estimates and	performance of the Company''s investments as compared to
underlying key assumptions used in the valuation models and	previous year in order to evaluate whether the inputs and
the significance of the Company''s investments as at 31 March	assumptions used in the cash flow forecasts were suitable;
2024 in context of standalone financial statements, we have	â¢ Discussed the significant ongoing litigations in the investee
determined this as a key audit matter for current year audit.	companies which had a material impact to ascertain
In addition to the above, following disclosures made in the	the appropriateness of the outcome considered in the
accompanying standalone financial statements have been	respective valuation models;
considered as fundamental to the users'' understanding of	â¢ Tested the arithmetical accuracy of the computations done
such financial statements:	in accordance with the valuation models; and
a. As explained in note 5.2 to the accompanying Standalone	â¢ Ensured the appropriateness and adequacy of the related
financial statements, the Company has invested in GMR	disclosures in the standalone financial statements in
Consulting Services Limited (''GCSL''), subsidiary of the Company, which have further invested in step down subsidiaries and joint ventures. The Company together with GCSL has investments in GMR Energy Limited (''GEL''), a subsidiary of the Company amounting to H 1,169.61 crore	accordance with the accounting standards.

Key audit matter How our audit addressed the key audit matter

and has outstanding loan (including accrued interest) amounting to H 2,268.77 crore recoverable from GEL as at 31 March 2024. GEL has further invested in GMR Kamalanga Energy Limited (''GKEL'') and GMR Warora Energy Limited (''GWEL''), both subsidiary companies, and GMR Bajoliholi Hydropower Private Limited (''GBHHPL''), a Joint Venture of GEL. The carrying value of investment of the Company in GEL is dependent upon fair values of GKEL,

GWEL and GBHHPL. The carrying values aforementioned investments in GEL is based on the respective valuation performed by an external expert using the discounted future cash flows method and other matters as follows:

- Note 5.5 to the accompanying standalone financial statements which states that the fair value of investment in GKEL is significantly dependent on the achievement of certain key assumptions considered in aforementioned valuation such as expansion and optimal utilization of existing plant capacity, and timing and amount of settlement of disputes with customers and capital creditors, which are outstanding as on 31 March 2024 as further explained in the said note.

- Note 5.3 and Note 5.4 to the accompanying standalone financial statements which states that the fair value of investment in GWEL is also dependent upon recoverability of claims relating to transmission charges from Maharashtra State Electricity Distribution Company Limited (MSEDCL), which are under dispute and pending settlement / realization as on 31 March 2024, capacity utilization of plant in future years and certain other key assumptions as considered in the valuation performed by an external expert as explained in the said note.

The claims pertain to recovery of transmission charges from MSEDCL by GWEL. GWEL has disputed the contention of MSEDCL that the cost of transmission charges is to be paid by GWEL. However, based on the Order of the Appellate Tribunal for Electricity (''APTEL'') (''the Order'') dated 8 May 2015, currently contested by MSEDCL in the Supreme Court and pending conclusion, GWEL has accounted for reimbursement of such transmission charges in the Statement of Profit and Loss amounting to H 616.33 crore for the period from 17 March 2014 to 31 March 2024 and accordingly has disclosed the aforesaid transmission charges and those invoiced directly to MSEDCL by Power Grid Corporation Limited for the period December 2020 to March 2024 as contingent liability, as further described in aforesaid note.

- Note 5.6 to the accompanying standalone financial statements, which states that the fair value of investment in GBHHPL is also dependent upon achievement of business plans of GMR Bajoli Holi Hydropower Private Limited (''GBHHPL''), and recoverability of capital advances in the near future given to contractor of GBHPPL''s project, which along with other claims and counter claims are pending before the Arbitral Tribunal as described in the said note.

Key audit matter How our audit addressed the key audit matter

GKEL and GBHHPL, is appropriate and accordingly, no adjustments to the aforesaid balance have been made in the accompanying standalone financial statements for the year ended 31 March 2024. b. Note 5.7 of the accompanying standalone financial statements, in relation to the investment made by the Company together with GMR Highways Limited (GMRHL), a subsidiary of the Company, in GMR Hyderabad Vijayawada Expressway Private Limited (GHVEPL) amounting to H 1,136.54 crore.

The fair value of investment in GHVEPL considered for the purpose of determining the carrying values of aforesaid investments is based on the valuation performed by an external expert using the discounted future cash flows method which is significantly dependent upon claims receivables from National Highway Authority of India (NHAI) as detailed in aforesaid note 5.7, that are pending before Hon''ble High Court as on 31 March 2024.

The management of the Company, based on its internal assessment, legal opinion, certain interim favourable orders and valuation assessment made by the external expert as mentioned above, is of the view that the carrying value of the aforesaid investment of the Company along with GMRHL in GHVEPL, taking into account the aforesaid matter is appropriate and accordingly, no adjustments to the aforesaid balance have been made in the accompanying standalone financial statements for the year ended 31 March 2024.

Information other than the Financial Statements and Auditor''s Report thereon

6. The Company''s Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor''s report thereon. The Annual Report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

7. The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance

with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the financial statements, the Board of Directors is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

10. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

â¢ Conclude on the appropriateness of Board of Directors'' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern; and

â¢ Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

12. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

13. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

15. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditor''s Report) Order, 2020 (''the Order'') issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

17. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except for the matters stated in paragraph 17(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

c) The standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) The matters described in Emphasis of Matters reported in S. No. 2, 3(a) and 3(b) of the key audit matters section in paragraph 5 above, in our opinion, may have an adverse effect on the functioning of the Company;

f) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of section 164(2) of the Act;

g) The modification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 17(b) above on reporting under section 143(3)(b) of the Act and paragraph 17(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

h) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company as on 31 March 2024 and the operating effectiveness of such controls, refer to our separate report in Annexure II wherein we have expressed an unmodified opinion; and

i) With respect to the other matters to be included in the Auditor''s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules,

2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. the Company, as detailed in note 34(II) to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2024;

ii. the Company, as detailed in note 33 (h) to the standalone financial statements, has made provision as at 31 March 2024, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2024;

iv. a. The management has represented that, to

the best of its knowledge and belief, other than as disclosed in note 49(iv) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any persons or entities, including foreign entities (''the intermediaries''), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (''the Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, as disclosed in note 49(v) to the standalone financial statements, no funds have been received by the Company from any persons or entities, including foreign entities (''the Funding Parties''), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. The Company has not declared or paid any dividend during the year ended 31 March 2024; and

vi. Based on our examination which included test checks, the Company, in respect of financial

year commencing on 1 April 2023, has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that audit trail feature at the database level to log any direct data changes are retained only for 7 days, as described in note 45. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with in respect of the accounting software where such feature is enabled.

Place: New Delhi Date: 17 May 2024

For Walker Chandiok & Co LLP

Chartered Accountants Firm''s Registration No.: 001076N/N500013

Anamitra Das

Partner

Membership No.: 062191 UDIN:24062191BKDFYC4951

Mar 31, 2023

GMR Power and Urban Infra Limited

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

1. We have audited the accompanying standalone financial statements of GMR Power and Urban Infra Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in the Basis for Qualified Opinion section of our report, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (''the Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (''Ind AS'') specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, and its loss (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Qualified Opinion

3. As stated in note 5(2) to the accompanying standalone financial statements, the Company has invested in GMR Generation Assets Limited (''GGAL'') and GMR Energy Projects Mauritius Limited (''GEPML''), subsidiaries of the Company, which have further invested in step down subsidiaries and joint ventures. Also, the Company together with GGAL and GEPML has investments in GMR Energy Limited (''GEL''), a joint venture of the Company, amounting to '' 895.74 crore and has outstanding loan (including accrued interest) amounting to '' 1,768.36 crore recoverable from GEL as at 31 March 2023. GEL has further invested in GMR Kamalanga Energy Limited (''GKEL''), subsidiary of GEL. The aforementioned investments are carried at their respective fair value in the accompanying standalone financial statements as per Ind AS 109 - ''Financial Instruments''.

As further mentioned in note 5(5), the fair value of investment in GKEL considered for the purpose of determining the carrying values of aforesaid investments is based on the valuation performed by an external expert using the discounted future cash flows method which is significantly dependent on the

achievement of certain key assumptions considered in aforementioned valuation such as settlement of disputes with customers and timely realization of receivables, expansion and optimal utilization of existing capacity, and favourable outcome of the litigations with respect to claims of capital creditors filed against GKEL.

Owing to the aforementioned uncertainties, we are unable to comment upon adjustments, if any, that may be required to the carrying value of the aforesaid loans (including accrued interest) and investments as at 31 March 2023 and the consequential impact on the accompanying standalone financial statements.

The opinion expressed by us on the standalone financial statements of the Company for the year ended 31 March 2022 vide our audit report dated 18 May 2022 was also qualified in respect of the above matter.

4. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (''ICAI'') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

5. We draw attention to note 43 to the accompanying standalone financial statements which describes that the milestones linked to the contingent sale consideration receivable on account of sale of equity stake and inter-corporate deposits recoverable from Kakinada SEZ Limited (''KSEZ'') have not been achieved, and as a result, the Company has reversed the balance consideration receivable amounting to '' 313.21 crores during the current year, which has been charged to Statement of Profit and Loss and disclosed under exceptional items. Our opinion is not modified in respect of this matter.

Key Audit Matters

6. Key audit matters are those matters that, in our professional judgment were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the

financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

7. In addition to the matters described in the Basis for Qualified Opinion, we have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter

How our audit addressed the key audit matter

1. Assessment of going concern basis (refer note 2.1 to the accompanying standalone financial statements)

The Company has incurred loss before tax amounting to '' 282.86 crores for the year ended 31 March 2023 and its current liabilities exceeds its current assets by '' 756.34 crores as at 31 March 2023. While the above factors indicated a need to assess the Company''s ability to continue as a going concern, as mentioned in note 2.1 to the accompanying standalone financial statements, the Company has taken into consideration various initiatives including monetization of assets, recovery of outstanding claims in various infra business (highway/ EPC), raising finances from financial institutions/group companies, strategic investors and from strategic initiatives and refinancing of existing debts considered as mitigating factors in its assessment for use of going concern basis of accounting for preparation of the accompanying standalone financial statements.

For the aforesaid purpose, the Management has prepared future cash flow forecasts based on the management business plans as approved by the Board of the Directors and performed sensitivity analysis of the key assumptions and inputs used in such projections to assess whether the Company would be able to operate as a going concern for a period of at least 12 months from the date of financial statements and concluded that the going concern basis of accounting used for preparation of the accompanying financial statements is appropriate and there is no material uncertainty in such assessment.

We have considered the assessment of management''s evaluation of going concern basis of accounting as a key audit matter due to the pervasive impact thereof on the standalone financial statements and the significant judgements and assumptions that are inherently subjective and dependent on future events, involved in preparation of cash flow projections and determination of the overall conclusion by the management.

Our audit procedures included but were not limited to, the following

in relation to assessment of appropriateness of going concern basis

of accounting:

â¢ Obtained an understanding of the management''s process for identifying all the events or conditions that could impact the Company''s ability to continue as a going concern and the process followed to assess the mitigating factors for such events or conditions. Also, obtained an understanding around the methodology adopted and the associated controls implemented by the Company to assess their future business performance to prepare a robust cash flow forecast;

â¢ Reconciled the cash flow forecast to the future business plans of the Company as approved by the Board of Directors and considered the same for our assessment of the Company''s capability to meet its financial obligation falling due within next twelve months;

â¢ In order to corroborate management''s future business plans and to identify potential contradictory information, we read the minutes of the Board of Directors and discussed the same with the management;

â¢ Tested the appropriateness of key assumptions used by the management, that had most material impact in preparation of the cash flow forecast and evaluated the completeness and accuracy of the expected outflow on account of debt repayments and other commitments made by the Company;

â¢ Performed independent sensitivity analysis to test the impact of estimation uncertainty on the cash flows due to change in key assumptions;

â¢ Reviewed the historical accuracy of the cash flow projections prepared by the management in prior periods;

Inspected the relevant documents and other supporting evidence for management''s plan for raising finance through strategic investors and of refinancing of existing borrowings and recoverability of claims; and

â¢ Assessed the appropriateness and adequacy of the disclosures made in the standalone financial statements in respect of going concern.

Key audit matter

How our audit addressed the key audit matter

2. Revenue recognition and measurement of upfront losses on Long-term construction contracts (refer note 2.2 for the accounting policy and note 33 for disclosures of the accompanying standalone financial statements)

For the year ended 31 March 2023, the Company has recognized revenue from Engineering, procurement and construction (EPC) contracts of '' 1,000.47 crores and has accumulated provisions for upfront losses amounting to '' 4.64 crore as at 31 March 2023.

The Company''s revenue primarily arises from construction contracts, which is recognised over a period of time in accordance with the requirements of Ind AS 115, Revenue from Contract with Customers, as further explained in note 2.2 to the accompanying standalone financial statements, and which, by its nature, is complex given the significant judgements involved in the assessment of current and future contractual performance obligations.

The Company recognises revenue based on the stage of completion which is determined on the basis of the proportion of value of goods or services transferred as at the Balance Sheet date, relative to the value of goods or services promised under the contract.

The recognition of contract revenue, contract costs and the resultant profit/loss therefore rely on the estimates in relation to forecast contract revenue and the total cost. These contract estimates are reviewed by the management on a periodic basis. In doing so, the management is required to exercise judgement in its assessment of the valuation of contract variations and claims and liquidated damages as well as the completeness and accuracy of forecast costs to complete and the ability to deliver contracts within contractually determined timelines. The final contract values can potentially be impacted on account of various factors and are expected to result in varied outcomes. Changes in these judgements, and the related estimates as contracts progress can result in material adjustments to revenue and margins/ onerous obligations.

Owing to these factors, we have determined revenue recognition and provision for upfront losses from EPC contracts as a key audit matter for the current year audit.

In addition to the above, following disclosures made in the accompanying standalone financial statements has been considered as fundamental to the users'' understanding of such financial statements:

Our audit procedures for recognition of contract revenue, margin and contract costs, and related receivables and liabilities included, but were not limited to, the following:

â¢ Evaluated the appropriateness of the Company''s accounting policy for revenue recognition from construction contracts in accordance with Ind AS 115, ''Revenue from Contracts with Customers;

â¢ Assessed the design and implementation of key controls, over the recognition of contract revenue and tested the operating effectiveness of these controls;

â¢ For a sample of contracts, we have tested the appropriateness of amount recognized as revenue by evaluating key management judgements inherent in the determining forecasted contract revenue and costs to complete that drive the accounting under the percentage of completion method by performing following procedures:

- reviewed the contract terms and conditions;

- evaluated the identification of performance obligation of the contract;

- evaluated the appropriateness of management''s assessment that performance obligation was satisfied over time and consequent recognition of revenue using percentage of completion method;

- obtained an understanding of the assumptions applied in determining the forecasted revenue and cost to complete;

- assessed management''s estimates of the impact to revenue and budgeted costs arising from scope changes made to the original contracts, claims, disputes and liquidation damages (including prolongation claims) with reference to supporting documents including variation orders and correspondence between the Company and the customers; and

â¢ Assessed the appropriateness and adequacy of disclosures made by the management with respect to revenue recognised during the year in accordance with applicable accounting standards.

Key audit matter	How our audit addressed the key audit matter
Note 33 to the accompanying standalone financial statements which describes that the Company has recognized certain claims in the current year pertaining to Dedicated Freight Corridor Corporation (''DFCC'') project basis evaluation by the joint venture (''JV'') incorporated between the Company and SEW Infrastructure Limited, of JV''s entitlement under the contract towards recovery of prolonged cost, as further detailed in the aforesaid note.
3. Fair value measurement of investments in subsidiaries, associates and joint ventures (refer Note 2.2 for the accounting policy and Note 5 for disclosures of the accompanying standalone financial statements)
The Company has determined the fair value of its investments in unquoted equity shares including instruments in the nature of equity of its subsidiaries, joint ventures and associates as at the year end. Determining the fair value of such unquoted investments requires use of valuation techniques which has been performed by independent valuation experts, applying applicable valuation methodologies. The Company has total investment of '' 2,508.90 crores as at 31 March 2023 which constitutes 36.70 % of total assets of the Company. The determination of carrying value of the Company''s investments in subsidiaries, joint ventures and associates is dependent on management''s estimates of future cash flows and their judgment with respect to final determination of tariff rates, operational performance of the plants, life extension plans, availability and market prices of gas, coal and other fuels, restructuring of loans, outcome of litigations, etc. in case of investments in entities in the energy business and estimation of vehicle traffic and rates and favourable outcomes of litigations etc. in case of investments in expressway business. Owing to the uncertainties involved in forecasting and discounting future cash flows, significant management''s judgement and subjectivity involved in estimates and underlying key assumptions used in the valuation models and the significance of the Company''s investments as at 31 March 2023 in context of standalone financial statements, we have determined this as a key audit matter for current year audit. In addition to the above, following disclosures made in the accompanying standalone financial statements have been considered as fundamental to the users'' understanding of such financial statements: a. Note 5(3) and Note 5(4) to the accompanying standalone financial statements, in relation to the investment made by the Company in GEL amounting to '' 895.74 crores as at	Our audit procedures to assess the reasonableness of fair valuation of investments included, but were not limited to the following: â¢ Obtained a detailed understanding of the management''s process and controls for determining the fair valuation of unquoted equity and preference instruments; â¢ Evaluated the design and tested the operating effectiveness of key controls implemented for fair valuation of the investments; â¢ Obtained the valuation reports of the management''s valuation expert and assessed the expert''s professional competence, objectivity and capabilities in performing the valuation of the investments; â¢ Assessed the appropriateness of the valuation methodology used for the fair valuation computation; â¢ Carried out an assessment of forecasts of future cash flows prepared by the management across various sectors and business of the investee companies which involved, evaluating the key assumptions including the discount rate and comparing the estimates to externally available industry, economic and financial data with the support of our auditor''s expert and assessed the appropriateness of the aforesaid key assumptions; â¢ Engaged in discussions with the management on the performance of the Company''s investments as compared to previous year in order to evaluate whether the inputs and assumptions used in the cash flow forecasts were suitable; â¢ Discussed the significant ongoing litigations in the investee companies which had a material impact to ascertain the appropriateness of the outcome considered in the respective valuation models; â¢ Tested the arithmetical accuracy of the computations done in accordance with the valuation models; and

Key audit matter

How our audit addressed the key audit matter

31 March 2023 which is in addition to the matters described in Basis for Qualified Opinion. The recoverability of such investment is further dependent upon various claims and other receivables from customers of GMR Warora Energy Limited (''GWEL''), a subsidiary of GEL, which are pending settlement / realization as on 31 March 2023, capacity utilization of plant in future years and certain other key assumptions as considered in the valuation performed by an external expert as explained in the said note.

The above claims also include disputed claims pertaining to recovery of transmission charges from Maharashtra State Electricity Distribution Company Limited (''MSEDCL'') by GWEL. GWEL has disputed the contention of MSEDCL that the cost of transmission charges is to be paid by GWEL. However, based on the Order of the Appellate Tribunal for Electricity (''APTEL'') (''the Order'') dated 8 May 2015, currently contested by MSEDCL in the Supreme Court and pending conclusion, GWEL has accounted for reimbursement of such transmission charges in the Statement of Profit and Loss amounting to '' 616.33 crore for the period from 17 March 2014 to 31 March 2023 and transmission charges invoiced directly to MSEDCL by Power Grid Corporation Limited for the period December 2020 to March 2023 as contingent liability, as further described in aforesaid note.

The management of the Company, based on its internal assessment, legal opinion, certain interim favourable regulatory orders and valuation assessment made by an external expert, is of the view that the carrying value of the aforesaid investment in GEL, taking into account the matters described above in relation to the investment made by GEL in GWEL, is appropriate and accordingly, no adjustments to the aforesaid balance have been made in the accompanying standalone financial statements for the year ended 31 March 2023.

b. Note 5(6) to the accompanying standalone financial statements, in relation to the investment made in GEL amounting to '' 895.74 crore as at 31 March 2023. The recoverability of such investment is further dependent upon achievement of business plans of GMR Bajoli Holi Hydropower Private Limited (''GBHHPL''), a subsidiary of GEL, and recoverability of capital advances in the near future given to contractor of GBHPPL''s project, along with other claims which are pending before the Arbitral Tribunal as described in the said note.

â¢ Ensured the appropriateness and adequacy of the related disclosures in the standalone financial statements in accordance with the accounting standards.

Key audit matter

How our audit addressed the key audit matter

The management of the Company, based on its internal assessment, legal opinion and valuation assessment made by an external expert, is of the view that the carrying value of the aforesaid investment of the Company in GEL, taking into account the matter described above in relation to the investment made by GEL in GBHHPL, is appropriate and accordingly, no adjustments to the aforesaid balance have been made in the accompanying standalone financial statements for the year ended 31 March 2023.

c. Note 5(7) of the accompanying standalone financial statements, in relation to the investment made by the Company together with GMR Highways Limited (GMRHL), a subsidiary of the Company, in GMR Hyderabad Vijayawada Expressway Private Limited (GHVEPL) amounting to '' 1,087.80 crore. The aforesaid investment is carried at fair value in the accompanying standalone financial statements as per Ind AS 109 - ''Financial Instruments''.

The fair value of investment in GHVEPL considered for the purpose of determining the carrying values of aforesaid investments is based on the valuation performed by an external expert using the discounted future cash flows method which is significantly dependent upon claims receivables from National Highway Authority of India (NHAI) as detailed in aforesaid note 5(7), that are pending before Hon''ble High Court as on 31 March 2023.

Information other than the Standalone Financial Statements and Auditor''s Report thereon

8. The Company''s Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report but does not include the standalone financial statements and our auditor''s report thereon.

These reports are expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial

statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with

Governance for the Standalone Financial Statements

9. The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

10. In preparing the financial statements, the Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

11. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone

Financial Statements

12. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

13. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern;

14. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

15. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

16. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

17. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

18. As required by the Companies (Auditor''s Report) Order, 2020 (''the Order'') issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

19. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent

applicable, that:

a) We have sought and except for the matters described in the Basis for Qualified Opinion section, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;

b) Except for the possible effects of the matters described in the Basis for Qualified Opinion section, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The standalone financial statements dealt with by this report are in agreement with the books of account;

d) Except for the possible effects of the matters described in the Basis for Qualified Opinion section, in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) The matters described in paragraph 5 under the Emphasis of Matter section, Emphasis of Matter reported in S. No. 2, 3(a), 3(b) and 3(c) of the key audit matters section in paragraph 7 above, and paragraph 3 of Basis for Qualified Opinion section, in our opinion, may have an adverse effect on the functioning of the Company;

f) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of section 164(2) of the Act;

g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion section;

h) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31 March 2023 and the operating effectiveness of such controls, refer to our separate Report in Annexure II wherein we have expressed a modified opinion; and

i) With respect to the other matters to be included in the Auditor''s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. Except for the possible effects of the matters described in paragraph 3 of the Basis for Qualified Opinion section, the Company, as detailed in note 34(II) to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2023.

ii. Except for the possible effects of the matters described in the Basis for Qualified Opinion section, the Company, as detailed in note 33(g) to the standalone financial statements, has made provision as at 31 March 2023, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2023;

iv. a. The management has represented that, to the

best of its knowledge and belief, other than as disclosed in note 49(iv) to the accompanying standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities (''the intermediaries''), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (''the Ultimate Beneficiaries'') or provide any guarantee,

security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief as disclosed in 49(v) to the accompanying standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (''the Funding Parties''), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. The Company has not declared or paid any dividend during the year ended 31 March 2023.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 requires all companies which use accounting software for maintaining their books of account, to use such an accounting software which has a feature of audit trail, with effect from the financial year beginning on 1 April 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 (as amended) is not applicable for the current financial year.

For Walker Chandiok & Co LLP

Chartered Accountants Firm''s Registration No.: 001076N/N500013

Danish Ahmed

Place: New Delhi Date: 23 May 2023

Partner

Membership No.: 522144 UDIN: 23522144BGZHMU6009

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