Notes to Accounts of GMR Power and Urban Infra Ltd.

Mar 31, 2025

m. Provisions and contingent liabilities

Provisions are recognised when the Company has a
present obligation (legal or constructive) as a result of
a past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of
the amount of the obligation. When the Company
expects some or all of a provision to be reimbursed,
for example, under an insurance contract, the
reimbursement is recognised as a separate asset, but
only when the reimbursement is virtually certain. The
expense relating to a provision is presented in the
statement of profit and loss net of any reimbursement.

If the effect of the time value of money is material,
provisions are discounted using a current pre-tax rate
that reflects, when appropriate, the risks specific to the
liability. When discounting is used, the increase in the
provision due to the passage of time is recognised as a
finance cost.

A provision for onerous contracts is recognised when
the expected benefits to be derived by the Company
from a contract are lower than the unavoidable cost of
meeting its obligations under the contract. The
provision is measured at the present value of the lower
of the expected cost of terminating the contract and
the expected net cost of continuing with the contract.
Before a provision is established, the Company
recognises any impairment loss on the assets associated
with that contract.

A contingent liability is a possible obligation that arises
from past events whose existence will be confirmed by
the occurrence or non-occurrence of one or more
uncertain future events beyond the control of the
Company or a present obligation that is not recognized
because it is not probable that an outflow of resources
will be required to settle the obligation. A contingent
liability also arises in extremely rare cases where there
is a liability that cannot be recognized because it cannot
be measured reliably. The Company does not recognize
a contingent liability but discloses its existence in the
standalone financial statements.

Provisions and contingent liability are reviewed at each
balance sheet date.

n. Retirement and other employee benefits

Retirement benefit in the form of provident fund,
pension fund and superannuation fund are defined
contribution schemes. The Company has no obligation,
other than the contribution payable. The Company
recognizes contribution payable to provident fund,
pension fund and superannuation fund as expenditure,
when an employee renders the related service. If the
contribution payable to the scheme for service received
before the balance sheet reporting date exceeds the
contribution already paid, the deficit payable to the
scheme is recognized as a liability after deducting the
contribution already paid. If the contribution already
paid exceeds the contribution due for services received
before the balance sheet date, then excess is recognized
as an asset to the extent that the pre-payment will lead
to, for example, a reduction in future payment or a cash
refund.

Accumulated leave, which is expected to be utilized
within the next twelve months, is treated as short-term
employee benefit. The Company measures the expected
cost of such absences as the additional amount that it
expects to pay as a result of the unused entitlement

that has accumulated at the reporting date.

The Company treats accumulated leave expected to be
carried forward beyond twelve months, as long-term
employee benefit for measurement purposes. Such
long-term compensated absences are provided for
based on the actuarial valuation using the projected
unit credit method at the year-end.

The Company presents the leave as a current liability in
the standalone balance sheet, to the extent it does not
have an unconditional right to defer its settlement for
twelve months after the reporting date.

The cost of providing benefits under the defined benefit
plan is determined using the projected unit credit
method using actuarial valuation to be carried out at
each balance sheet date.

In case of funded plans, the fair value of the plan assets
is reduced from the gross obligation under the defined
benefit plans to recognise the obligation on a net basis.

Re-measurements, comprising of actuarial gains and
losses, the effect of the asset ceiling, excluding amounts
included in net interest on the net defined benefit
liability and the return on plan assets (excluding
amounts included in net interest on the net defined
benefit liability), are recognised immediately in the
standalone balance sheet with a corresponding debit
or credit to retained earnings through OCI in the period
in which they occur. Re-measurements are not
reclassified to the statement of profit and loss in
subsequent periods.

Past service costs are recognised in the statement of
profit and loss on the earlier of:

a. The date of the plan amendment or curtailment,
and

b. The date that the Company recognises related
restructuring costs

Net interest is calculated by applying the discount rate
to the net defined benefit liability or asset. The Company
recognises the following changes in the net defined
benefit obligation as an expense in the statement of
profit and loss:

a. Service costs comprising current service costs,
past-service costs, gains and losses on curtailments
and non-routine settlements; and

b. Net interest expense or income.

o. Financial instruments

Financial assets and financial liabilities are recognised
when the Company becomes a party to the contract
embodying the related financial instruments. All
financial assets, financial liabilities and financial
guarantee contracts are initially measured at transaction

cost and where such values are different from the fair
value, at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets
and financial liabilities (other than financial assets and
financial liabilities at fair value through profit and loss)
are added to or deducted from the fair value measured
on initial recognition of financial asset or financial
liability. Transaction costs directly attributable to the
acquisition of financial assets and financial liabilities at
fair value through profit and loss are immediately
recognised in the statement of profit and loss. In case
of interest free or concession loans/debentures/
preference shares given to subsidiaries, associates and
joint ventures, the excess of the actual amount of the
loan over initial measure at fair value is accounted as
an equity investment. On de-recognition of such
financial instruments in its entirety, the difference
between the carrying amount measured at the date of
de-recognition and the consideration received is
adjusted with equity component of the investments.

The Company has made an irrevocable election to
measure investments in equity instruments issued by
subsidiaries, associates and joint ventures at Fair Value
Through Other Comprehensive Income (FVTOCI).
Amounts recognised in Other Comprehensive Income
are not subsequently reclassified to the statement of
profit and loss.

Investment in preference shares/ debentures of the
subsidiaries are treated as equity instruments if the
same are convertible into equity shares or are
redeemable out of the proceeds of equity instruments
issued for the purpose of redemption of such
investments. Investment in preference shares/
debentures not meeting the aforesaid conditions are
classified as debt instruments at amortised cost.

Effective interest method

The effective interest method is a method of calculating
the amortised cost of a financial instrument and of
allocating interest income or expense over the relevant
period. The effective interest rate is the rate that exactly
discounts future cash receipts or payments through the
expected life of the financial instrument, or where
appropriate, a shorter period.

(a) Financial assets

• Measurement and Valuation

1. Financial assets at amortised cost

Financial assets are subsequently
measured at amortised cost if these
financial assets are held within a business
model whose objective is to hold these
assets in order to collect contractual cash
flows and the contractual terms of the

financial asset give rise on specified dates
to cash flows that are solely payments of
principal and interest on the principal
amount outstanding.

2. Financial assets measured at fair value

Financial assets are measured at fair value
through other comprehensive income if
these financial assets are held within a
business model whose objective is to
hold these assets in order to collect
contractual cash flows or to sell these
financial assets and the contractual terms
of the financial asset give rise on
specified dates to cash flows that are
solely payments of principal and interest
on the principal amount outstanding.

Financial asset not measured at
amortised cost or at fair value through
other comprehensive income is carried
at fair value through the statement of
profit and loss.

For financial assets maturing within one
year from the balance sheet date, the
carrying amounts approximate fair value
due to the short maturity of these
instruments.

• Impairment of financial assets

Loss allowance for expected credit losses is
recognised for financial assets measured at
amortised cost and fair value through the
statement of profit and loss.

The Company recognises impairment loss on
trade receivables using expected credit loss
model, which involves use of provision matrix
constructed on the basis of historical credit
loss experience as permitted under Ind AS 109
- Impairment loss on investments.

For financial assets whose credit risk has not
significantly increased since initial recognition,
loss allowance equal to twelve months
expected credit losses is recognised. Loss
allowance equal to the lifetime expected
credit losses is recognised if the credit risk on
the financial instruments has significantly
increased since initial recognition.

• De-recognition of financial assets

The Company de-recognises a financial asset
only when the contractual rights to the cash
flows from the financial asset expire, or it
transfers the financial asset and the transfer
qualifies for de-recognition under Ind AS 109.

If the Company neither transfers nor retains
substantially all the risks and rewards of
ownership and continues to control the
transferred asset, the Company recognises its
retained interest in the assets and an
associated liability for amounts it may have
to pay.

If the Company retains substantially all the
risks and rewards of ownership of a
transferred financial asset, the Company
continues to recognise the financial asset and
also recognises a collateralised borrowing for
the proceeds received.

On de-recognition of a financial asset in its
entirety, the difference between the carrying
amounts measured at the date of de¬
recognition and the consideration received is
recognised in standalone statement of profit
and loss.

For trade and other receivables maturing
within one year from the balance sheet date,
the carrying amounts approximate fair value
due to the short maturity of these instruments.

(b) Financial liabilities and equity instruments

• Classification as debt or equity

Financial liabilities and equity instruments
issued by the Company are classified
according to the substance of the contractual
arrangements entered into and the definitions
of a financial liability and an equity instrument.

• Measurement and valuation

1. Equity instruments

An equity instrument is any contract that
evidences a residual interest in the assets
of the Company after deducting all of its
liabilities. Equity instruments are
recorded at the proceeds received, net
of direct issue costs.

2. Financial liabilities

Financial liabilities are initially measured
at fair value, net of transaction costs, and
are subsequently measured at amortised
cost, using the effective interest rate
method where the time value of money
is significant. Interest bearing bank loans,
overdrafts and issued debt are initially
measured at fair value and are
subsequently measured at amortised
cost using the effective interest rate
method. Any difference between the
proceeds (net of transaction costs) and
the settlement or redemption of

borrowings is recognised over the term
of the borrowings in the statement of
profit and loss.

For trade and other payables maturing
within one year from the balance sheet
date, the carrying amounts approximate
fair value due to the short maturity of
these instruments.

• Financial guarantee contracts

Financial guarantee contracts issued by the
Company are those contracts that require a
payment to be made to reimburse the holder
for a loss it incurs because the specified debtor
fails to make a payment when due in
accordance with the terms of a debt
instrument. Financial guarantee contracts are
recognised initially as a liability at fair value,
adjusted for transaction costs that are directly
attributable to the issuance of the guarantee.
Subsequently, the liability is measured at the
higher of the amount of loss allowance
determined as per impairment requirements
of Ind AS 109 and the amount recognised less
cumulative amortisation.

• Put option liability

The potential cash payments related to put
options issued by the Company over the
equity of subsidiary companies to non¬
controlling interests are accounted for as
financial liabilities when such options may only
be settled other than by exchange of a fixed
amount of cash or another financial asset for
a fixed number of shares in the subsidiary.
The financial liability for such put option is
accounted for under Ind AS 109.

The amount that may become payable under
the option on exercise is initially recognised
at fair value under other financial liabilities
with a corresponding debit to investments.

If the put option is exercised, the entity
derecognises the financial liability by
discharging the put obligation. In the event
that the option expires unexercised, the
liability is derecognised with a corresponding
adjustment to investment

• De-recognition

A financial liability is derecognised when the
obligation under the liability is discharged or
cancelled or expires. When an existing
financial liability is replaced by another from
the same lender on substantially different
terms, or the terms of an existing liability are
substantially modified, such an exchange or

modification is treated as the de-recognition
of the original liability and the recognition of
a new liability. The difference in the respective
carrying amounts is recognised in the
statement of profit and loss.

(c) Off-setting of financial instruments

Financial assets and financial liabilities are offset
and the net amount is reported in the standalone
balance sheet if there is a currently enforceable
legal right to offset the recognised amounts and
there is an intention to settle on a net basis, to
realise the assets and settle the liabilities
simultaneously.

p. Convertible preference shares/ debentures

Convertible preference shares/debentures are
separated into liability and equity components based
on the terms of the contract.

On issuance of the convertible preference shares/
debentures, the fair value of the liability component is
determined using a market rate for an equivalent non¬
convertible instrument. This amount is classified as a
financial liability measured at amortised cost (net of
transaction costs) until it is extinguished on conversion
or redemption.

The remainder of the proceeds is allocated to the
conversion option that is recognised and included in
equity since conversion option meets Ind AS 32 criteria
for conversion right. Transaction costs are deducted
from equity, net of associated income tax. The carrying
amount of the conversion option is not re-measured in
subsequent years.

Transaction costs are apportioned between the liability
and equity components of the convertible preference
shares/debentures based on the allocation of proceeds
to the liability and equity components when the
instruments are initially recognised.

q. Cash and cash equivalents

Cash and cash equivalent in the standalone balance
sheet comprise cash at banks and on hand and short¬
term deposits with an original maturity of three months
or less, which are subject to an insignificant risk of
changes in value.

For the purpose of the statement of cash flows, cash
and cash equivalents consist of cash and short-term
deposits, as defined above, net of outstanding bank
overdrafts as they are considered an integral part of
the Company''s cash management.

r. Foreign currencies

In preparing the financial statements, transactions in
the currencies other than the Company''s functional
currency are recorded at the rates of exchange

prevailing on the date of transaction. At the end of each
reporting period, monetary items denominated in the
foreign currencies are re-translated at the rates
prevailing at the end of the reporting period. Non¬
monetary items carried at fair value that are
denominated in foreign currencies are retranslated at
the rates prevailing on the date when the fair value
was determined. Non-monetary items are measured in
terms of historical cost in a foreign currency are not
retranslated.

Exchange differences arising on translation of long term
foreign currency monetary items recognised in the
standalone financial statements before the beginning
of the first Ind AS financial reporting period in respect
of which the Company has elected to recognise such
exchange differences in equity or as part of cost of
assets as allowed under Ind AS 101 -"First time adoption
of Indian Accounting Standard” are recognised directly
in equity or added/ deducted to/ from the cost of assets
as the case may be. Such exchange differences
recognised in equity or as part of cost of assets is
recognised in the statement of profit and loss on a
systematic basis.

Exchange differences arising on the retranslation or
settlement of other monetary items are included in the
statement of profit and loss for the year.

s. Earnings per share

Basic earnings per share is calculated by dividing the
net profit or loss for the year attributable to equity
shareholders (after deducting attributable taxes) by the
weighted average number of equity shares outstanding
during the year. The weighted average number of equity
shares outstanding during the year is adjusted for
events including a bonus issue.

For the purpose of calculating diluted earnings per
share, the net profit or loss for the period attributable
to equity shareholders and the weighted average
number of shares outstanding during the period are
adjusted for the effects of all dilutive potential equity
shares. Potential ordinary shares shall be treated as
dilutive when, and only when, their conversion to
ordinary shares would decrease earnings per share or
increase loss per share from continuing operations.

t. Exceptional items

An item of income or expense which due to its size,
type or incidence requires disclosure in order to
improve an understanding of the performance of the
Company is treated as an exceptional item and the same
is disclosed in the financial statements.

u. Corporate social responsibility (''CSR'') expenditure

The Company charges its CSR expenditure during the
year if any, to the statement of profit and loss.

2 The Company together with GCSL, have invested in GMR Energy Limited (“GEL”), a subsidiary of the Company, amounting to
'' 1,190.38 crore (March 31, 2024: 1,169.61 crore) and has outstanding loan (net of impairment) (including accrued interest)
amounting to '' 1,997.52 crore (March 31, 2024: '' 2,268.77 crore) in GEL as at March 31, 2025. GEL has certain underlying
subsidiaries which are engaged in energy sector as further detailed in note 3,4 and 5 below, which have accumulated losses
resulting in substantial erosion in their net worth. Based on management''s internal assessment with regard to future operations
and valuation assessment by an external expert, the management of the Company has fair valued its investments and for
reasons as detailed in 3,4 and 5 below, the management is of the view that the fair value of the Company''s investments in GEL
is appropriate.

3 GMR Warora Energy Limited (''GWEL''), a subsidiary of GEL, entered into a PPA with Maharashtra State Electricity Distribution
Company Limited (''MSEDCL'') for sale of power for an aggregate contracted capacity of 200 MW, wherein power was required
to be scheduled from power plant''s bus bar. MSEDCL disputed place of evacuation of power with Maharashtra Electricity
Regulatory Commission (''MERC''), wherein MERC has directed GWEL to construct separate lines for evacuation of power through
State Transmission Utility (''STU'') though GWEL was connected to Central Transmission Utility (''CTU''). Aggrieved by the MERC
Order, GWEL preferred an appeal with APTEL.

APTEL vide its interim Order dated February 11, 2014 directed GWEL to start scheduling the power from GWEL ''s bus bar and
bear transmission charges of inter-state transmission system towards supply of power. GWEL in terms of the interim order

scheduled the power from its bus bar from March 17, 2014 and paid inter-state transmission charges. APTEL vide its final Order
dated May 08, 2015 upheld GWEL ''s contention of scheduling the power from bus bar and directed MSEDCL to reimburse the
inter-state transmission charges hitherto borne by GWEL as per its interim order. Accordingly, GWEL has raised claims of
'' 616.33 crore towards reimbursement of transmission charges from March 17, 2014 till November 30, 2020.

MSEDCL paid the aforementioned claim amount and preferred an appeal with the Hon''ble Supreme Court of India and the
matter is pending conclusion. Pursuant to notification No. L-1 /250/20 19/CERC, the transmission charges (other than the
deviation charges) are being directly billed to the respective customers (DISCOMS) by Power Grid Corporation of India Limited
(''PGCIL'') and accordingly, GWEL has not received transmission charges (other than the deviation charges) related invoices for
the period from December 2020 to March 2025. The final obligation towards the transmission charges will be decided based on
the order of the Hon''ble Supreme Court of lndia as stated above.

In view of the favourable Order from APTEL, receipt of aforementioned claim amount towards reimbursement of transmission
charges and also considering the legal opinion received from legal counsel that GWEL has tenable case with respect to the
appeal filed by MSEDCL against the said Order which is pending before the Hon''ble Supreme Court of India, GWEL has
consequentially accounted for the reimbursement of transmission charges of '' 616.33 crore relating to the period from March
17, 2014 to November 30, 2020 in its books of accounts. Further the cost of transmission charges as stated with effect from
December 2020 has been directly invoiced by PGCIL to DISCOMS and such amount together with aforesaid reimbursement has
been disclosed as contingent liability in the financials of GWEL pending the final outcome of the matter in the Hon''ble Supreme
Court of India.

Further, GWEL has generated profit after tax of '' 188.05 crore (March 31,2024: '' 194.02 crore) during the year ended March 31,
2025 and the management of GWEL expects that the plant will generate sufficient profits in the future years and will be able to
recover the receivables and based on business plans and valuation assessment by an external expert during the year ended
March 31, 2025, considering key assumptions such as capacity utilization of plant in future years based on current levels of
utilization including merchant sales and sales through other long term PPA''s, the management is of the view that the carrying
value of the investments in GWEL by GEL as at March 31, 2025 is appropriate.

4 GMR Kamalanga Energy Limited (''GKEL''), a subsidiary of GEL, is engaged in development and operation of 3*350 MW under
Phase I and 1*350 MW under Phase II, coal-based power project in Kamalanga village, Orissa and has commenced commercial
operation of Phase I of the project. GKEL has accumulated losses of '' 790.04 crore (March 31: 2024''1,091.14 crore) as at March
31, 2025 due to operational difficulties faced during the early stage of its operations. GKEL has generated profits after tax
amounting to '' 301.70 crore (March 31, 2024: '' 296.14 crore) during the year ended March 31, 2025.

Further, GKEL has trade receivables and unbilled revenue of '' 1,194.66 crore and '' 722.51 crore respectively as at March 31,
2025, for coal cost pass through and various “change in law” events from its customers under the PPAs and have filed petitions
with the regulatory authorities for settlement of such claims in favour of GKEL. The payment from the customers against the
claims is substantially pending receipt as at March 31, 2025. Based on certain favourable interim regulatory orders with regard
to its petition for ''Tariff Determination'' and ''Tariff Revision'' with its customers, the management is confident of a favourable
outcome towards the outstanding receivables of GKEL.

The management of GKEL based on its internal assessment, external consultant opinion and certain favourable interim regulatory
orders is of the view that the carrying value of the trade receivables and unbilled revenue as at March 31, 2025 is appropriate.

Further, GKEL had entered an agreement with SEPCO in 2008 for the construction and operation of coal fired thermal power
plant. There were certain disputes between the parties in relation to the delays in construction and various technical issues
relating to the construction and operation of the plant. SEPCO served a notice of dispute to GKEL in March 2015 and initiated
arbitration proceedings.

The Arbitral Tribunal has issued an opinion (the Award) on September 07, 2020 against GKEL. Since there were computation/
clerical/ typographical errors in the Award, both parties (GKEL and SEPCO) immediately applied for correction of the award
under Section 33 of the Arbitration & Conciliation Act 1996 (as amended). The Arbitral Tribunal considered the applications of
both the parties and has pronounced the corrected award on November 17, 2020. GKEL already accounted for the aforementioned
liability as per the award pertaining to the retention money, unpaid invoices and the Bank Guarantee revoked. GKEL had
challenged the award under section 34 of the Arbitration and Conciliation Act, 1996 before the Hon''ble High Court of Orissa on
February 15, 2021 and December 31, 2021 respectively.

The Hon''ble High Court of Orissa vide its judgement and order dated June 17, 2022 has dismissed the petition filed by GKEL on
February 15, 2021 to put aside the Final Award on the basis that impugned award does not fall under the category which
warrants interference under Section 34 of the Arbitration Act. GKEL has challenged judgement by filing special leave petition
(''SLP'') before the Hon''ble Supreme Court of India on grounds; a) Violation of Principles of Natural Justice, b) Judgement is in
violation of the guidelines laid by the Hon''ble Supreme Court of India for timely pronouncing of judgements, c) Violation of
due process of law and others.

The Hon''ble Supreme Court of India in the hearing on July 25, 2022 has issued notice and stayed the operation of the Section
34 Judgement. The Hon''ble Supreme Court of India vide its order dated May 15, 2023, has disposed of SLP and allowed GKEL
to approach the Commercial Appellate Division Bench, as constituted by the Hon''ble High Court of Orissa by way of an appeal
under Section 37 of the Arbitration Act with liberty to raise all grounds and contentions. It had further directed that the
aforesaid stay shall continue till June 30, 2023.

In furtherance of the order of the Hon''ble Supreme Court of India, GKEL has filed an appeal under Section 37 of the Arbitration
Act before the Hon''ble High Court of Orissa on June 09, 2023, challenging Section 34 judgement and the Award. The Hon''ble
High Court of Orissa pronounced its judgement on September 27, 2023 wherein it has allowed the Section 37 appeal and set
aside Section 34 judgement and the Award. Further, during the year ended March 31, 2024, SEPCO had filed a special leave
petition (SLP) with the Hon''ble Supreme Court of India on December 20, 2023 which was registered on January 30, 2024 by the
Hon''ble Supreme Court of India and heard on May 14, 2025 and reserved the judgement.

GKEL has also raised and filed its preliminary objections to the very maintainability of the SLP filed by SEPCO. Basis the ongoing
status of the case, the management of GKEL is not expecting any outflows with respect to SEPCO matter in next 12 months from
the reporting date.

Based on legal advice, the liability including interest and other costs under the Final Award has been set aside until the claims
are raised again by SEPCO basis the available legal recourse, GKEL in its books has made provisions in view of the disputes
between SEPCO and GKEL, based on generally accepted accounting practices. Irrespective of the heads under which they
appear or their nomenclature/ heading/ title/ narration, etc., such provisions do not make GKEL liable for payment since liability
is disputed. GKEL expects to have a favourable outcome in the aforesaid pending litigations, hence resulting in reduction of
liabilities towards SEPCO. Consequently, pending conclusion, GKEL has retained liabilities towards SEPCO as per the Arbitration
award dated September 07, 2020.

In view of these matters explained above, business plans and valuation of GKEL performed by an external expert using the
discounted future cash flows method which is significantly dependent on the achievement of certain key assumptions such as
expansion and optimal utilization of existing plant capacity, timing and amount of settlement of disputes with customers and
capital creditors which are outstanding as on March 31, 2025, the management is of the view that the carrying value of the
investments in GKEL held by GEL as at March 31, 2025 is appropriate.

5 On April 13, 2025, the Company, GMR Energy Limited (“GEL”), GMR Rajam Solar Power Private Limited (''GRSPPL''), GMR Corporate
Services Limited (''GASL'') and GMR Generation Assets Limited (“GGAL”), (''subsidiaries of the Company'') have signed a framework
agreement with Synergy Investments Holding Limited (“Synergy”) for the divestment of their respective stakes in:

(a) GMR Bajoli Holi Hydropower Private Limited (“GBHHPL “), engaged in operation of 180 MW hydro-electric power project,

(b) GMR Vemagiri Power Generation Limited (“GVPGL”), engaged in operation of 388 MW natural gas-based combined cycle
power plant, and

(c) GMR Rajahmundry Energy Limited (“GREL”), engaged in operation of 768 MW natural gas-based combined cycle power
plant.

Pursuant to the Framework Agreement;

(i) GEL will transfer:

(a) 79.86% of equity stake in GBHHPL in two stages (70% initially and 9.86% subsequently) and

(b) 51% of equity stake in GVPGL to Synergy.

(ii) The Company, GRSPPL and GASL will transfer 100% compulsorily convertible debentures (CCD) issued by GBHHPL to
Synergy and

(iii) GGAL will transfer 51% of GREL''s equity stake to Synergy following the release of shares pledge and corporate guarantee
from the lenders.

The combined value for the transfer of securities for all three entities under the Framework Agreement is '' 653.00 crore, subject
to adjustments based on net working capital and other factors at closing.

The transaction for all three entities upon meeting necessary conditions and receiving requisite approvals is anticipated to be
completed by September 30, 2025, or a later date mutually agreed upon by the parties involved.

Accordingly, the Company has classified investment in GBHHPL as non-current assets held for sale in accordance with Ind AS
105 ''Non-current Assets Held for Sale and Discontinued Operations'',

Further, subsequent to the year end, GEL has transferred its 70% equity stake in GBHHPL as mentioned in (i)(a) and the Company,
GRSPPL and GASL, has transferred their respective stakes in CCD''s as mentioned in (ii) above.

6 The Company together with GMR Highway Limited ("GMRHL”) a subsidiary of the Company, has invested in GMR Hyderabad
Vijayawada Expressways Private Limited (''GHVEPL''). GHVEPL, a step-down subsidiary of the Company, has been incurring
losses since the commencement of its commercial operations. These losses are primarily due to loss of revenue arising as a
result of drop in commercial traffic on account of bifurcation of State of Andhra Pradesh and ban imposed on sand mining in
the region. The management of the Group till March 31, 2024 based on its internal assessment and a legal opinion, believed
that these events constitute a Change in Law as per the Concession Agreement and GHVEPL was entitled to a claim for losses
suffered on account of the aforementioned reasons and accordingly filed its claim for the loss of revenue till the year ended
March 31, 2017 with National Highways Authority of India (''NHAI'').

The claim of GHVEPL was rejected by NHAI and accordingly during the year ended March 31, 2018, GHVEPL had decided to
proceed with arbitration and accordingly Arbitral Tribunal was constituted and claims were filed.

The project was initially developed from existing 2 lanes to 4 lanes to be further developed to 6 laning subsequently (before
14th anniversary of the appointed date). If 6 laning was not carried out (if so required by NHAI/ desired by GHVEPL), concession
period would be restricted to 15 years as against 25 years. GHVEPL had been amortising intangible assets over the concession
period of 25 years.

The Arbitral Tribunal vide its order dated March 31, 2020, had pronounced the award unanimously, upholding GHVEPL''s
contention. Further, the said tribunal order was also upheld by the Hon''ble High Court of Delhi and division bench of the
Hon''ble High Court of Delhi vide its Judgement dated May 07, 2024.

NHAI, upon receipt of Divisional Bench judgement, requested for conciliation of all the disputes amicably, which GHVEPL
accepted and accordingly a Conciliation Committee of Independent Expert was formed. Based on the meetings and discussions
of the issues at length, NHAI and GHVEPL reach an amicable settlement at
'' 1,387.21 crore along with early hand over of the
Project back to NHAI w.e.f. July 01, 2024. The Settlement Agreement dated June 13, 2024 was entered between NHAI and
GHVEPL. GHVEPL has settled the outstanding dues to the senior lenders out of the proceeds of compensation received from
NHAI.

Further, till the date of settlement, the Company determined the fair valued its investments in GHVEPL using Discounting Cash
flow method considering management intention to operate the highway project and receive ongoing claims. However, after
such settlement the management of the Company has reassessed the fair value of investment after considering the impact of
the settlement as explained above.

7 During the year ended March 31, 2025, the Company has entered into a joint venture agreement with other venturer. Both the
venturers have incorporated a Company viz, Portus Ventures Private Limited (''PVPL''). The Company has invested in 2,600 fully
paid up equity shares of face value of
'' 10/- each issued by PVPL. The Company share in joint venture is 26%.

8 i) During the year ended March 31, 2025;

a) The Company has agreed for conversion 585,340,100, 0.001% Compulsory Convertible Debentures (CCD) held in
GRSSPL into 585,340,100, 0.001% Optionally Convertible Debentures (OCD).

b) GRSSPL has agreed to redeem 440,000,000, 0.001% Optionally Convertible Debentures (OCD).

c) The Company has agreed to take Inter Corporate Deposits and Other Financial Assets in GBHHPL against the redemption
amount of 440,000,000, 0.001% Optionally Convertible Debentures (OCD) held in GRSSPL.

d) The Company has agreed for conversion of Inter Corporate Deposits and Other Financial Assets in GBHHPL into
440,000,000, 0.01% Compulsory Convertible Debentures (CCD) in GBHHPL.

e) On April 13, 2025, the Company, GEL, GRSPPL, GASL and GGAL, (''subsidiaries of the Company'') have signed a framework
agreement with Synergy Investments Holding Limited ("Synergy”) for the divestment of their respective stakes in
GBHHPL, engaged in operation of 180 MW hydro-electric power project. Accordingly, the Company has shown its
investment in 440,000,000, 0.01% Compulsory Convertible Debentures (CCD) in GBHHPL as Assets classified as held
for sale. (Also refer note 43).

f) The Company has purchased 17,860,000, 0.01% unsecured Non-Convertible Debentures (NCD) of face value of
'' 10/- each issued by GWEL from bank.

g) The Company has purchased 18,302,625, 0.01% unsecured Optionally-Convertible Debentures (OCD) of face value of
'' 10/- each issued by GWEL from bank.

h) The Company has sold 30,000 equity shares of GCRPL during the year.

i) The Company has agreed for conversion of Inter Corporate Deposit given to GEL of '' 440 crore into 440,000,000,

0.001% Compulsory Convertible Debentures (CCD) of face value of '' 10/- each.

j) The Company has agreed for redemption of 2,000, 15% unsecured, unlisted, subordinated, redeemable, freely
transferable, non-convertible debentures issued by GMR Consulting Services Limited.

k) The Company has subscribed 164,840,000, 0.001% Compulsory Convertible Debentures (CCD) of face value of '' 10/-
each issued by GSEDPL.

l) The Company has invested in 200,000,000, 0.001% Unsecured Unrated Unlisted Compulsorily Convertible Debentures
of face value of '' 10/- each issued by GCSL.

m) The Company has agreed for conversion of Inter Corporate Deposit and interest receivable from GCSL of '' 175.00
crore into 175,000,000, 0.001% Compulsory Convertible Debentures (CCD) of face value of '' 10/- each.

n) The Company has agreed for conversion of Inter Corporate Deposit and interest receivable from GSEDPL of '' 30.84
crore into 30,840,000, 0.001% Compulsory Convertible Debentures (CCD) of face value of '' 10/- each.

ii) During the year ended March 31, 2024;

a) The Company along with its subsidiaries (Group) held 69.58% stake in GEL till November 21, 2023 and accordingly the
investment was accounted as Investment under equity method in accordance with Ind AS. The Company entered into
a settlement agreement with Power and Energy International (Mauritius) Limited (hereinafter referred to as ''Tenaga'')
on November 17, 2023 to acquire additional 29.14% stake of GEL comprising 1,051,154,500 equity shares at a purchase
consideration of '' 237.55 crore (USD 28.50 million). The Company paid the entire purchase consideration of '' 237.55
crore on November 21, 2023 (''transaction date).

With this complete buy-out of Tenaga stake, the Shareholders Agreement ("SHA”) with Tenaga stands terminated
thereby increasing the shareholding of the Group by 29.14% and enabling control over GEL. Hence the Investment in
GEL and its subsidiaries are accounted as ''Investment in Subsidiaries'' from November 22, 2023.

b) Investment in 15,000,000 shares of '' 10/- each in GEL during the year against the settlement of loan paid to GMR
Welfare Trust for group employees.

c) The Company has sold 597,827,146 shares of GEL to GCSL at '' 3.95/- per share.

d) The Company has purchased 1,082,070,809 shares of '' 10/- each from GGAL during the year.

e) The Company has invested in 2,000 15% Non- Convertible Debentures of face value of '' 10,00,000/- each issued by

GCSL.

f) The Company has purchased 50,000 equity shares of face value '' 10/- each of GCSL during the year.

g) The Company has purchased 3,420,000, 0.01% unsecured non-convertible debentures of face value of '' 10/- each

issued by GWEL from bank.

h) The Company has purchased 14,512,531, 0.01% unsecured optionally-convertible debentures of face value of '' 10/-
each issued by GWEL from bank.

i) GPUIML has bought back 2,073,000 equity shares at USD 1.93 per share during the year.

j) The Company has purchased 50,000 equity shares of face value of '' 10/- each of GSEDPL during the year.

k) The Company has agreed for conversion of its receivable of '' 150.00 crore from GSPHL into 1,500, 0.01% Compulsorily
Convertible Debentures of face value of '' 10,00,000/- each.

l) The Company has agreed for conversion of its receivable of '' 85.34 crore from GRSPPL into 853,401,000, 0.01%
Compulsorily Convertible Debentures of face value of '' 10,00,000/- each.

m) The Company has agreed to convert the 5,000 Non Convertible Debentures of GRSPPL into 0.01% Compulsorily
Convertible Debentures.

9 This includes value of investment represents investments in additional equity on account of financial guarantees.

10 This amount pertains to equity component of 8% compulsorily convertible preference shares issued by DSL, the same has been
converted into equity.

11 This includes share held by others on behalf of the Company.

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

2. Trade receivables are non-interest bearing.

3. Includes retention money (net of impairment allowances) of '' 0.83 crore (March 31, 2024: '' 0.83 crore). These payments
are deducted by customer to ensure performance of the Company''s obligations and hence are receivable on the completion
of contract or after the completion of defect liability period as defined in the respective contract and accordingly no
discounting has been done for the same.

4. Refer note 16 for information on trade receivables pledged as security against borrowings.

5. Payment is generally received from customers (excluding retention money) in due course as per agreed terms of contract
with customers which usually ranges from 0 - 30 days.

1. GMR Airports Limited (''GAL'') (formerly known as GMR Airports Infrastructure Limited) had issued 6 (six) Foreign Currency
Convertible Bonds (FCCBs ) of USD 5,00,00,000 each, aggregating to USD 300 million due in 2075 to the Kuwait Investment
Authority ("KIA”) on December 10, 2015. The National Company Law Tribunal (NCLT), Mumbai vide its dated on December 22,
2021 had approved the Composite Scheme of Amalgamation and Arrangement amongst GMR Power Infra Limited, GAL and
the Company (" Scheme”). The Scheme inter-alia provides for Demerger of EPC and Urban Infra business of GAL into the
Company. In accordance with the requirements of Section 2(19AA) of the Income Tax Act, 1961, part of the liability pertaining
to the outstanding FCCBs of GAL attributable to the Demerged Undertaking stands vested to the Company pursuant to the
Demerger. Thus upon effectiveness of the Scheme, subject to necessary regulatory approval, FCCBs of USD 275 million stands
vested to the Company. To give effect to the split of FCCBs between GAL and the Company, the Company, GAL and KIA had
entered into an agreement on January 12, 2022 inter-alia for redenomination of the FCCBs into a total of 300 FCCBs, each
having a face value of USD 10,00,000, from 6 FCCBs of USD 5,00,00,000 each and split of FCCBs between GAL and the Company
such that GAL will retain FCCBs of USD 25 million and remaining FCCBs of USD 275 million which stands vested to the Company.

The tenure of FCCBs was 60 years from the date of allotment by GAL and the USD 275 million FCCBs outstanding in the
Company if converted shall account for 111,241,666 equity shares of the Company. The right of conversion of any or all of the
FCCBs to equity shares of GAL and/or GPUIL, will need to be simultaneously exercised in the equivalent ratio. The outstanding
amount as at March 31, 2025 is '' Nil (March 31, 2024 : '' 2,247.67 crore). Interest was payable on annual basis.

During the year ended March 31, 2025, USD 275 million 7.5% Subordinated Foreign Currency Convertible Bonds (FCCBs), have
been transferred by KIA to two eligible lenders i.e., Synergy Industrials Metals and Power Holdings Limited (“Synergy”) (USD
154 million) and to GRAM Limited (“GRAM”) (USD 121 million).

On July 10, 2024, the Company has converted 7.5% USD 275 million FCCBs into 111,241,666 number of equity shares of '' 5/-
each, to the above FCCB holders, as per the agreed terms and basis receipt of a conversion notice from the FCCB holders. As the
FCCB holders are equity investors, and as a part of the overall commercials between the Company and the FCCB holders, the
FCCB holder waived off the outstanding accrued interest on such FCCB''s amounting '' 1,175.75 crore. The Company has recognized
gain on account of such waiver exceptional gain in the statement of profit and loss for the year ended March 31, 2025.

2. During the current year ended March 31, 2025, the Company has raised money by issue of redeemable, rated, listed and
secured non-convertible debentures (NCDs) amounting to '' 150.26 crore in single tranche vide Board resolution dated May 17,
2024, for a tenure of 370 days from deemed date of allotment which are repayable on June 11, 2025. These NCDs shall be
secured by first ranking and exclusive mortgage on certain properties of its subsidiaries and a first ranking and exclusive charge
by way of hypothecation on the designated account and all amounts lying therein from time to time under and pursuant to the
deed of hypothecation. The outstanding amount as at March 31, 2025 is '' 4.86 crore.

3. Indian rupee term loan from a financial institution of '' Nil (March 31,2024: '' 43.75 crore) carries interest @ 12.15% p.a. (March
31, 2024: 12.15% p.a.) payable on a quarterly basis. The loan is repayable in six equal annual installments commencing at the
end of five years from the date of first disbursement. The loan is secured by an exclusive first charge on certain immovable
properties located in the State of Telangana owned by Namitha Real Estate Private Limited (NREPL), a fellow subsidiary of the
Company, Corporate Infrastructure Services Private Limited, a fellow subsidiary, Varalaxmi Jute & Twine Mills Private Limited,
Vijay Niwas Real Estates Private Limited and Smt. G. Varalakshmi. Further during the current year, the Company has repaid the
entire loan.

4. Indian rupee term loan from a financial institution of '' 98.00 crore carries interest @ 12.75% p.a. payable on 3rd of every month.
The loan is repayable after expiration of moratorium period of 4 quarters in 12 quarterly installments. The loan is secured by (i)
First pledge over 26% of equity shares of GMR Smart Electricity Distribution Private Limited (''GSEDPL'') (ii) First rank mortgage
over the certain immovable properties located at Mangalore and Bangalore owned by the GMR Energy Limited (''GEL''),
Honeyflower Estates Private Limited (''HEPL''), respectively.

5. Loan of '' 44.88 crore (March 31, 2024: '' 45.24 crore) from a fellow subsidiary, GMR Airport Developers Limited (GADL) carries
interest @ 12.95% p.a. (March 31, 2024: 12.95% p.a.) payable after 2 years of moratorium i.e upto March 28, 2025 all the accrued
interest till 3 years will be paid at the end of 3rd year. Interest for 4th, 5th and 6th year will be paid on yearly basis. Also, the
principal is having 48 months moratorium and the same is repayable on structured annual installments basis (30% at the end of
48 month, 30% at the end of 60 month and final installment at the end of 72 month).

6. Loan of '' 203.45 crore (March 31, 2024: '' 203.45 crore) from a fellow subsidiary, GAL carries interest @ 7.25% p.a (March 31,
2024: 18.25% & 7.25%) payable after 2 years of moratorium, all the accrued interest till 3 years will be paid at the end of 3rd
year. Interest for 4th, 5th and 6th year will be paid on yearly basis. Also, the principal is having 48 months moratorium and the
same is repayable on structured annual installments basis (30% at the end of 48 month, 30% at the end of 60 month and final
installment at the end of 72 month). Also refer note no 47.

7. Loan of '' 175.00 crore (March 31, 2024: '' 175.00 crore), from a fellow subsidiary, GMR Corporate Affairs Limited (''GCAL'') which
carried interest @ 7.25% p.a. (March 31, 2024: 17% & 7.25%) payable after 2 years of moratorium, all the accrued interest till 3
years will be paid at the end of 3rd year. Interest for 4th, 5th and 6th year will be paid on yearly basis.The principal is having 48
months moratorium and the same is repayable on structured annual installments basis (30% at the end of 48 month, 30% at the
end of 60 month and final installment at the end of 72 month).

8. Loan of '' 216.00 crore (March 31, 2024: '' 216.00 crore) from its fellow subsidiary, GAL which carried interest @ 16% p.a (March

31, 2024:16% p.a) payable after 2 years of moratorium, all the accrued interest till 3 years will be paid at the end of 3rd year.

Interest for 4th, 5th and 6th year will be paid on yearly basis. Also, the principal is having 48 months moratorium and the same is
repayable on structured annual installments basis (30% at the end of 48 month, 30% at the end of 60 month and final installment
at the end of 72 month). Also refer note no 47.

9. Loan of '' 225.00 crore (March 31, 2024: '' 225.00 crore) from its fellow subsidiary, GAL which carried interest @ 17.50% p.a

(March 31, 2024:17.50% p.a) payable after 2 years of moratorium, all the accrued interest will be paid at the end of 3rd year.

Interest for 4th, 5th and 6th year will be paid on yearly basis. The principal is having 48 months moratorium and the same is
repayable on structured annual installments basis (30% at the end of 48 month, 30% at the end of 60 month and final installment
at the end of 72 month). Also refer note no 47.

10. Loan of '' 341.17 crore (March 31, 2024: '' 268.22 crore) from its fellow subsidiaries, GAL which carried interest @7.25% p.a
(March 31, 2024 :7.25% p.a ) payable after 2 years of moratorium, all the accrued interest till 3 years will be paid at the end of
3rd year. Interest for 4th, 5th and 6th year will be paid on yearly basis. The principal is having 48 months moratorium and the same
is repayable on structured annual installments basis (30% at the end of 48 month, 30% at the end of 60 month and final
installment at the end of 72 month). Also refer note no 47.

11. Loan of '' 10.00 crore (March 31, 2024: '' Nil) from its fellow subsidiaries, GAL which carried interest @12.25% p.a (March 31,
2024 : '' Nil) payable after 2 years of moratorium, all the accrued interest till 3 years will be paid at the end of 3rd year. Interest
for 4th, 5th and 6th year will be paid on yearly basis. The principal is having 48 months moratorium and the same is repayable on
structured annual installments basis (30% at the end of 48 month, 30% at the end of 60 month and final installment at the end
of 72 month). Also refer note no 47.

12. Loan of '' 58.80 crore (March 31, 2024: '' 58.80 crore) from its fellow subsidiaries, which carried interest @ 11% p.a. (March 31,
2024 : 11% p.a.) and is payable on yearly basis.The principal is repayable on August 21, 2026.

13. Loan of '' 210.96 crore (March 31, 2024: '' 80.18 crore) from its subsidiaries, which carried interest @ 12.25% p.a. (March 31,
2024 : 12.25% p.a.) and is payable along with repayment of principal or on such intervals as may otherwise be agreed upon by
the parties.

14. Loan of '' 0.50 crore (March 31, 2024: '' 6.00 crore) from its subsidiaries, which carried interest @ 7.10% p.a. (March 31, 2024 :
7.10% p.a.) and is payable along with repayment of principal or on such intervals as may otherwise be agreed upon by the
parties.

15. Loan of '' 48.84 crore (March 31, 2024: '' 48.84 crore) from its subsidiaries, which carried interest @ 10% p.a. (March 31, 2024 :
10% p.a.) payable at the end of the term. The principal is repayable on March 30, 2026.

16. Loan of '' 114.12 crore (March 31,2024: '' 247.82 crore) from its subsidiaries, which carried interest @ 10% p.a. (March 31,2024
: 10% p.a.) to 12.5% p.a. (March 31, 2024 : 10% p.a.) payable at the end of the term. The principal is repayable within one year
from date of original and extended agreement as applicable.

17. Loan of '' 90.00 crore (March 31,2024: '' Nil) from its fellow subsidiaries, which carried interest @ 12.25% p.a. payable at the end
of the term along with the principal. The principal is repayable after one year from date of disbursement i.e March 28, 2026.

18. Loan of '' 30.00 crore (March 31, 2024: '' 30.00 crore) from its subsidiaries, which carried interest @ 17% p.a. (March 31, 2024 :
17% p.a.) payable at the end of the term. The principal is repayable on June 07, 2025.

19. (i) The outstanding bank overdrafts amounting to '' 36.30 crore are secured against the following securities as on March 31,

2025.

(I) Primary Security:

First charge on the Company''s raw material, semi finished and finished goods, consumable stores & spares, other

movables including book debts, bills, outstanding monies receivables, all other movable assets of the Company

included but not limited to documents of tittle deeds of goods, o/s monies, receivables, machinery all present and

future.

(II) Collateral Security:

(1) Office premises at 7th Floor Naman Centre (including parking space), BKC, Mumbai, owned by GMR Energy
Limited (GEL), on pari passu first charge basis with GEL.

(2) Charge on Land parcels admeasuring 133.55 acres located at Krishnagiri District, Tamil Nadu owned by GMR
Krishnagiri SIR Limited.

(3) Charge on land measuring 12 acres 11 gunthas located at Mamidpally Village, Saroornagar Revenue Mandal,
Ranga Reddy District, Telangana. The land stands in the name of Hyderabad Jabilli Properties Private Limited.

(III) Interim Security

(1) Corporate guarantees to the extent of fair market value of the securities provided by the Companies; GEL, GMR
Krishnaigiri SIR Limited and Hyderabad Jabilli Properties Private Limited.

(2) The overdraft is secured by personal Guarantee of the director to the extent of '' 15.31 crore.


Mar 31, 2024

2 The Company together with GMR Consulting Services Limited (''GCSL'') has investments in GMR Energy Limited (''GEL'') amounting to H 1,169.61 crore and has outstanding loan (including accrued interest) amounting to H 2,268.77 crore in GEL as at March 31, 2024. GEL has certain underlying subsidiaries/ associates/ joint ventures which are engaged in energy sector as further detailed in note 5(3), 5(4), 5(5) and 5(6) below have been incurring losses resulting in substantial erosion in their net worth. Based on its internal assessment with regard to future operations and valuation assessment by an external expert during the year ended December 31, 2023, the management of the Company has fair valued its investments and for reasons as detailed in 5(3), 5(4), 5(5) and 5(6) below, the management is of the view that the fair values of the Company''s investments in GEL are appropriate.

3 GMR Warora Energy Limited (''GWEL''), a subsidiary of GEL, is engaged in the business of generation and sale of electrical energy from its coal-based power plant of 600 MW situated at Warora. GWEL had accumulated losses of H 585.44 crore as at March 31, 2023 and the same has been reduced to H 391.52 crore as at March 31, 2024 .GWEL has generated profit of H 194.02 crore during the year ended March 31, 2024 (March 31, 2023: H 167.87 crore).

There have been delays in receipt of the receivables from customers which has resulted in delays in meeting its financial liabilities. GWEL had claimed compensation for coal cost pass through and various "change in law" events from its customers under the Power Purchase Agreements (''PPA'') and have filed petitions with the regulatory authorities for settlement of such claims in favor of GWEL. GWEL has trade receivables,

other receivables, and unbilled revenue (net of impairment allowance) of H 491.21 crore and the payment from the customers against the claims including Interest on such claims which are substantially pending receipt. The management of GWEL based on its internal assessment, has accounted for an impairment allowance amounting to H 393.89 crore (March 31, 2023 H Nil) on the aforesaid outstanding receivables by making adjustments in the standalone financial statements of GWEL for the year ended March 31, 2024 and accordingly the management has performed valuation of GWEL after adjusting for these outstanding receivables.

Further, GWEL received notices from one of its customer disputing payment of capacity charges of H 132.01 crore for the period March 23, 2020 to June 30, 2020 as the customer had not availed power during the said period sighting force majeure on account of COVID 19 pandemic. GWEL responded and clarified that the said situation is not covered under the force majeure clause in view of the clarification by the Ministry of Power stating that Discoms will have to comply with the obligation to pay fixed capacity charges as per PPA. The customer is of the view that the aforesaid clarification by the Ministry of Power cannot override the terms of the PPA and continue to dispute the payment thereof.

During the year ended March 31, 2021, GWEL filed petition with Central Electricity Regulatory Commission (''CERC'') for settlement of the dispute. During the quarter ended March 31, 2022, the said petition was decided in favour of GWEL vide CERC order dated January 20, 2022 wherein CERC directed the customer to pay the aforesaid outstanding capacity charges along with delayed payment surcharge within 60 days from the date of the aforesaid order. The customer has filed an appeal against the said CERC order before Appellate Tribunal for Electricity (''APTEL'') during the quarter ended June 30, 2022, APTEL issued an interim order and directed the customer to pay 25% of the principal amount within a period of one week from the date of its interim order to GWEL and deposit the balance outstanding amount in an interest-bearing fixed deposit receipt with a nationalized bank. However, GWEL has not received any amount from the customer and the matter is pending conclusion. The management based on its internal assessment has accounted for impairment alowance on the aforesaid capacity charges during the year ended March 31, 2024.

Further, GWEL has sucessfully implimented Resolution plan under Prudential framework for Resolution of Stressed Assets, as prescribed by the RBI during the previous year ended March 31, 2023.

Accordingly, GWEL has generated profit after tax of H 194.02 crore during the year ended March 31, 2024 and the management of GWEL expects that the plant will generate sufficient profits in the future years and will be able to recover

the receivables and based on business plans and valuation assessment by an external expert during the year ended March 31, 2024, considering key assumptions such as capacity utilization of plant in future years based on current levels of utilization including merchant sales and sales through other long term PPA''s and management''s plan for entering into a new long-term PPA to replace the PPA earlier entered with one of its customers which has expired in June 2020 and the implementation of the Prudential Framework for resolution of stressed assets with the lenders of GWEL, the management is of the view that the carrying value of the investments in GWEL by GEL as at March 31, 2024 is appropriate.

4 GWEL entered into a PPA with Maharashtra State Electricity Distribution Company Limited (''MSEDCL'') for sale of power for an aggregate contracted capacity of 200 MW, wherein power was required to be scheduled from power plant''s bus bar. MSEDCL disputed place of evacuation of power with Maharashtra Electricity Regulatory Commission (''MERC''), wherein MERC has directed GWEL to construct separate lines for evacuation of power through State Transmission Utility (''STU'') though GWEL was connected to Central Transmission Utility (''CTU''). Aggrieved by the MERC Order, GWEL preferred an appeal with APTEL.

APTEL vide its interim Order dated February 11, 2014 directed GWEL to start scheduling the power from GWEL''s bus bar and bear transmission charges of interstate transmission system towards supply of power.

GWEL in terms of the interim order scheduled the power from its bus bar from March 17, 2014 and paid inter-state transmission charges. APTEL vide its final Order dated May 08, 2015 upheld GWEL''s contention of scheduling the power from bus bar and directed MSEDCL to reimburse the inter-state transmission charges hitherto borne by GWEL as per its interim order. Accordingly, GWEL has raised claim of H 616.33 crore towards reimbursement of transmission charges from March 17, 2014 till March 31, 2024.

In view of the favorable Order from APTEL, receipt of substantial amount towards reimbursement of transmission charges and legal expert advice, GWEL has recognized the reimbursement of transmission charges of H 616.33 crore relating to the period from March 17, 2014 to March 31, 2024. Further the cost of transmission charges as stated with effect from December 2020 is directly invoiced by PGCIL to DISCOMS and has been disclosed as contingent liability in the financials of GWEL pending the final outcome of the matter in the Hon''ble Supreme Court of India.

5 GMR Kamalanga Energy Limited (''GKEL''), a subsidiary of GEL, is engaged in development and operation of 3*350 MW under Phase I and 1*350 MW under Phase II, coal based power project in Kamalanga village, Orissa and has commenced commercial operation of Phase I of the project.

GKEL has an excess of current liabilities over Current Assets of H 132.20 crore (March 31, 2023 H 354.85 crore) and has accumulated losses of H 1,091.14 crore as at March 31, 2024 (H1,386.84 crore in March 31, 2023), due to operational difficulties faced during the early stage of its operations.

Further, GKEL has trade receivables and unbilled revenue (including claims) of H 1,093.61 crore and 681.94 crore respectively as at March 31, 2024, for coal cost pass through and various ""change in law"" events from its customers under the PPAs and have filed petitions with the regulatory authorities for settlement of such claims in favour of GKEL. The payment from the customers against the claims is substantially pending receipt as at March 31, 2024. Based on certain favorable interim regulatory orders with regard to its petition for ''Tariff Determination'' and ''Tariff Revision'' with its customers, the management is confident of a favorable outcome towards the outstanding receivables of GKEL. The Management of GKEL based on its internal assessement , external opinion and certain regulatory favourable is of the view that the carrying value of trade receivables and unbilled revenue as at March 31, 2024 is appropriate.

Further GKEL has signed PPA for supply of 102 MW round the clock to TANGEDCO for a period of five years through the aggregator M/s PTC India Limited. Further GKEL is actively pursuing its customers for realization of claims.

GKEL has signed fuel supply agreement with Coal India Limited for supply of coal from its Mahanadi Coal Field Mines for 3.64 million ton, which is within a distance of 15 KM from the plant site. In addition to the above, GKEL has won the bid (Shakti-III) for supply of 0.40 million ton of coal for balance 150 MW. There has been an improvement in tariff and higher demand on Exchange, as evidenced by higher profits during the year ended March 31, 2024. Further, GKEL had entered an agreement with SEPCO in 2008 for the construction and operation of coal fired thermal power plant. There were certain disputes between the parties in relation to the delays in construction and various technical issues relating to the construction and operation of the plant. SEPCO served a notice of dispute to GKEL in March 2015 and initiated arbitration proceedings.

The Arbitral Tribunal has issued an opinion (the Award) on September 07, 2020 against GKEL. Since there were computation/ clerical/ typographical errors in the Award, both parties (GKEL and SEPCO) immediately applied for correction of the award under Section 33 of the Arbitration & Conciliation Act 1996 (as amended). The Arbitral Tribunal considered the applications of both the parties and has pronounced the corrected award on November 17, 2020. GKEL already accounted for the aforementioned liability as per the award pertaining to the retention money, unpaid invoices and the Bank Guarantee revoked. GKEL had challenged the award under section 34 of the Arbitration and Conciliation Act, 1996 before the Hon''ble High Court of Orissa on February 15, 2021 and December 31, 2021 respectively.

The Hon''ble High Court of Orissa vide its judgement and order dated June 17, 2022 has dismissed the petition filed by GKEL on February 15, 2021 to put aside the Final Award on the basis that impugned award does not fall under the category which warrants interference under Section 34 of the Arbitration Act. GKEL has challenged judgement by filing special leave petition before the Supreme Court of India on grounds; a) Violation of Principles of Natural Justice, b) Judgement is in violation of the guidelines laid by the Hon''ble Supreme Court for timely pronouncing of judgements c) Violation of due process of law and others.

The Hon''ble Supreme Court of India in the hearing on July 25, 2022 has issued notice and stayed the operation of the Section 34 Judgment. Vide its order dated May 15, 2023, the Hon''ble Supreme Court has disposed of SLP by allowing GKEL to approach the Commercial Appellate Division Bench, as constituted by the Hon''ble High Court of Orissa by way of an appeal under Section 37 of the Arbitration Act with liberty to raise all grounds and contentions. It had further directed that the aforesaid stay shall continue till June 30, 2023.

In furtherance of the order of the Hon''ble Supreme Court, GKEL has filed an appeal under Section 37 of the Arbitration Act before the Hon''ble High Court of Orissa on June 09, 2023, challenging Section 34 judgement and the Award. The Hon''ble High Court of Orissa pronounced its judgement on September 27, 2023 wherein it has allowed the Section 37 appeal and set aside Section 34 judgement and the Award. Further, during the current year, SEPCO has filed a special leave petition (SLP) with Supreme Court on December 21, 2023 which was registered on January 30, 2024 by Supreme Court and will be listed for hearing in due course. GKEL has also raised and filed its preliminary objections to the very maintainability of the SLP filed by SEPCO.

Based on legal advice the liability including interest and other costs under the Final Award has been set aside until the claims are raised again by SEPCO basis the available legal recourse GKEL in its books has made provisions in view of the disputes between SEPCO and GKEL, based on generally accepted accounting practices. Irrespective of the heads under which they appear or their nomenclature/ heading/ title/ narration, etc., such provisions do not make GKEL liable for payment since liability is disputed. GKEL expects to have a favourable outcome in the aforesaid pending litigations, hence resulting in reduction of liabilities towards SEPCO. Consequently, pending conclusion, GKEL has retained liabilities towards SEPCO as per the Arbitration award dated September 07, 2020.

In view of these matters explained above, business plans and valuation of GKEL 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 expansion and optimal utilization of existing plant capacity, timing and amount of settlement of disputes with customers and capital creditors which are outstanding as on March 31, 2024, the management is of the view that the carrying value of the investments in GKEL held by GEL as at March 31, 2024 is appropriate."

6 GMR Bajoli Holi Hydropower Private Limited (''GBHHPL''), a joint venture of GEL has set up 180 MW hydro based power plant in Chamba, District of Himachal Pradesh. It had experienced delays in the completion of construction and incurred costs overruns. During the Previous year ended March 31, 2023, GBHHPL has commenced commercial operations.

Further, during the Previous year i.e. with effect from July 13,

2022, GBHHPL has terminated its agreement with Gammon Engineers and Contractors Private Limited (''the contractor'') in respect of the hydropower project as GBHHPL noticed repeated slippages by the contractor in achieving the targets and multifarious breaches under the work orders.

The construction had to be completed by June 2018, however the project was delayed and as a part of one time settlement with the contractor, extension was granted till May 31, 2020. Even after such time extension and payment of huge unadjusted advances, the contractor could not finish the critical components of civil works within the extended date and further delayed the completion of the project. As a consequence of such delay, GBHHPL had recovered its dues including due to liquidated damages and unadjusted advances from the contractor by way of invoking available bank guarantees (BGs) provided by the contractor, amounting to H 128.89 crore and accordingly GBHHPL has adjusted it against such advances.

Further on June 10, 2022, GBHHPL invoked arbitration against the contractor to recover their further dues (capital advances) amounting to H 273.00 crore (assumed at discounted value of H 196.56 crore, GPUIL''s share H156.97 crore). However counter claims were also filed by the contractor before the arbitration tribunal towards costs and damages on account of prolongation of the Contract. GBHHPL filed its reply to the Statement of Defense and counter claims on March 01, 2023. Subsequently, consolidated statement of claims and counter claims were directed to be filed by the Arbitration Tribunal which have been filed in the month of August 2023. Next hearing date is yet to be decided. Currently, the matter is pending adjudication before the Arbitral Tribunal.

Based on the assessment of such claims and upon consideration of advice from the independent legal consultant, the management believes that GBHHPL has reasonable chances of recovery of its dues from the contractor in the future and accordingly, based on the valuation assessment carried out by an external expert during the period ended December 31,

2023, is of the view that the carrying value of its investments

of H 257.48 crore (March 31, 2023 H 273.71 crore) in GBHHPL held by GEL as at March 31, 2024 is appropriate.

7 The Company together with GMR Highway Limited ("GMRHL") a subsidiary of the Company, has invested in GMR Hyderabad Vijayawada Expressways Private Limited (''GHVEPL'') amounting to H 1,136.54 crore. Based on its internal assessment with regard to future operations and valuation assessment by an external expert during the year ended December 31, 2023, the management of the Company has fair valued its investments and for reasons as detailed below, the management is of the view that the fair values of the Company''s investments in GHVEPL is appropriate.

GHVEPL a step down subsidiary of the Company, has been incurring losses since the commencement of its commercial operations and has accumulated losses of H 1,803.99 crore (March 31, 2023 H1,653.86 crore) as at March 31,

2024. The management believes that these losses are primarily due to loss of revenue arising as a result of drop in commercial traffic on account of bifurcation of State of Andhra Pradesh and ban imposed on sand mining in the region. The management of the Group based on its internal assessment and a legal opinion, believes that these events constitute a Change in Law as per the Concession Agreement and GHVEPL is entitled to a claim for losses suffered on account of the aforementioned reasons and accordingly filed its claim for the loss of revenue till the year ended March 31, 2017 with National Highways Authority of India (''NHAI'').

The claim of GHVEPL was rejected by NHAI and accordingly during the year ended March 31, 2018, GHVEPL had decided to proceed with arbitration and accordingly Arbitral Tribunal was constituted and claims were filed.

On October 09, 2009 GHVEPL and National Highways Authority of India (NHAI) entered into the concession agreement for the project highway. The project was initially developed from existing 2 lanes to 4 lanes to be further developed to 6 laning subsequently (before 14th anniversary of the appointed date). If 6 laning is not carried out (if so required by NHAI/desired by GHVEPL), concession period would be restricted to 15 years as against 25 years. GHVEPL has been amortising intangible assets over the concession period of 25 years.

The Arbitral Tribunal vide its order dated March 31, 2020, had pronounced the award unanimously, upholding GHVEPL''s contention that bifurcation of state of Andhra Pradesh and ban on sand mining in the region constitutes Change in Law event and GHVEPL is entitled for compensation for the loss of revenue arising as a result of drop in commercial vehicles. Majority of the Tribunal members have directed NHAI to constitute a committee for determining the claim amount based on data/ records available with GHVEPL and NHAI.

The minority member in the Tribunal however was of the opinion that Tribunal should have constituted the Committee instead of directing NHAI, which is against the principle of natural justice. GHVEPL, aggrieved by the findings, had filed applications under Section 9 and 34 of the Arbitration Act, 1996, before Delhi High Court challenging the award on the limited ground of (i) constitution of the committee by NHAI for quantification of compensation and (ii) for interim measures by restraining NHAI, demanding premium and taking coercive / precipitate measures under the Concession Agreement. Vide order dated August 4, 2020, the Hon''ble Delhi High Court upheld the decision of the Arbitral Tribunal that there was a change in law due to ban on sand mining and State bifurcation.

The Hon''ble Delhi High Court has also held that GHVEPL is entitled for compensation due to Change in Law and the application of NHAI was dismissed. For quantification of claim of GHVEPL, the committee to be appointed by NHAI has been struck down and in its place the Court has appointed a retired judge of Supreme Court as sole arbitrator to quantify the claims.

On February 28, 2022, the Sole Arbitrator had submitted his report to Hon''ble Delhi High Court by determining the claim amount at H 1,672.20 crore, as against claimed amount of H 1,676.34 crore, up to March 31, 2020 with direction to follow the same methodology and formula for claims for the financial year ended March 31, 2021 and onwards. Further, the Sole arbitrator has also granted interest on claim amount in terms of Clause 47.5 of the Concession Agreement.

The report submitted by the Sole arbitrator has been taken on record by the Hon''ble Delhi High Court and the Court has fixed the next hearing on July 10, 2024. On March 29, 2022, NHAI has made an application before the Sole arbitrator seeking correction of computational error in his report submitted to the Hon''ble High Court. On October 20, 2022 the sole arbitrator has passed an order dismissing the application made by NHAI. NHAI, in the interim has also filed an application u/s 34 of Arbitration Act before Hon''ble Delhi High Court against the report of Sole Arbitrator which is posted for hearing in September 2024.

NHAI has challenged the aforesaid Order dated August 04, 2020 before divisional bench of Hon''ble Delhi High Court, wherein the Hon''ble Delhi High Court has clarified that the sole arbitrator shall continue to discharge his duties subject to final outcome of the appeal however in the interim order dated September 14, 2021 the Hon''ble Court has formed a prima facie view that it would only be fair that NHAI should secure the Premium payable by the GHVEPL till the issues are resolved. Aggrieved the said order of Divisional Bench, the GHVEPL filed a Special leave petition before the Hon''ble Supreme Court of India, wherein the Supreme Court vide its Order dated March 10, 2022 has quashed the impugned interim order with the request directing the Hon''ble Delhi High Court to decide the matter as expeditiously as possible. The Divisional Bench of Hon''ble High Court of Delhi has

pronounced its judgement on May 07, 2024 wherein it has upheld the order dated August 04, 2020.

On May 08, 2020, GHVEPL has received a notice from NHAI stating that it is satisfied that six-laning is not required for the project highway and four laning is sufficient for operating the project highway thereby restricting the concession period to 15 years pursuant to Clause 3.2.2 of the Concession Agreement dated October 09, 2009. GHVEPL has filed a response with NHAI on May 26, 2020, June 16, 2020, August 31, 2020 and October 19, 2020 seeking material on record on the basis of which NHAI has decided that six-laning is not required, since in terms of GHVEPL''s assessment, six-laning shall be required considering the current traffic flow on the project highway. NHAI, however vide its letter dated June 24, 2020 and October 15, 2020 has stated that the contention of GHVEPL is unmerited and due reasons have been conveyed, even though no substantial information is provided on the basis of which such decision is taken. In this regard, GHVEPL has obtained a legal opinion from its Counsel handling NHAI matter in Honorable Delhi High Court which has opined that with the majority findings of the Arbitral Award in favour of GHVEPL, issuance of Notice dated May 08, 2020 and letter dated June 24, 2020 / October 15, 2020 by NHAI is in bad light and arbitrary.

Legal Counsel opined that NHAI being aware of the financial implications of the Notice dated May 08, 2020 trying to somehow avoid quantifying and making any payment of the claim to GHVEPL under Change in Law. The Counsel further opined that, NHAI after having failed in its series of coercive steps including the notices for recovery of alleged Premium, suspension notice and notices in relation to non-compliance of O & M requirements has, on May 08, 2020, issued the Notice under Article 3.2.2 of the Concession Agreement and that too in the middle of extensive arguments in the aforesaid petitions before the Hon''ble Delhi High Court, only to make GHVEPL to somehow give up its claims and avoid determination of claims.

GHVEPL on October 30, 2020 has issued Notice of Dispute under Article 44.2 read with Clause 44.1.2 of the Concession Agreement to NHAI for amicable settlement as a first step in dispute resolution, which has been declined by NHAI on December 04, 2020. Pursuant to the notice dated April 06, 2021, the Arbitrators have been appointed and the Arbitral Tribunal has held its first hearing setting procedural timelines for hearing the litigation.

The Hon''ble Tribunal vide interim order dated September 29, 2021 has stayed the letter and the matter is in process. NHAI subsequently has suggested resolving all the disputes through the process of conciliation and the matter was referred to Committee of Conciliation of Independent Experts (CCIE-III) constituted by NHAI on approval from GHVEPL.

The Committee has held two hearings, and in the hearing held on April 25, 2022, GHVEPL had given a proposal for amicable settlement to which the Committee granted one month''s time to NHAI to discuss internally and inform the Committee of its decision, which has not reached any effective conclusion and hence discontinued. In view of the same, , the Arbitral Tribunal has been reconstituted. The arguments and submissions are completed before the Arbitral Tribunal and the matter is currently reserved for pronouncement of award.

The legal counsel has also opined that GHVEPL is in good position to assert for concession period of 25 years. Accordingly, considering the matter is sub-judice, concession life of 25 years with six laning has been considered for the purposes of the amortization of Intangibles considering the initiation of Arbitration Proceedings challenging the communication/notice by NHAI / Regulator restricting the period to 15 years with four-laning.

GHVEPL has been recognizing a provision of additional concession fees (premium) of H 1,627.82 crore including interest payable thereon till March 31, 2024 (March 31, 2023: H 1,291.57 crore), which is unpaid pending finality of litigation proceedings as detailed above.

Further, the valuation expert based on the assumptions that it would be receiving the compensation in the future and expected future traffic flow over a concession period of 25 years had determined value in use of GHVEPL assets as at March 31, 2024 (i.e. valuation date) which is higher than the carrying value of assets.

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

8 i) During the year ended March 31, 2024 ;

a) The Company alongwith its subsidiaries (Group) held 69.58% stake in GEL till November 21, 2023 and accordingly the investment was accounted as Investment under equity method in accordance with Ind AS. The Company entered into a settlement agreement with Power and Energy International (Mauritius) Limited (hereinafter referred to as ''Tenaga'') on November 17, 2023 to acquire additional 29.14% stake of GEL comprising 1,051,154,500 equity shares at a purchase consideration of H237.55 crore ($ 28.50 million). The Company paid the entire purchase consideration of H 237.55 crore on November 21, 2023 (''transaction date).

With this complete buy-out of Tenaga stake, the Shareholders Agreement ("SHA") with Tenaga stands terminated thereby increasing the

shareholding of the Group by 29.14% and enabling control over GEL. Hence the Investment in GEL and its subsidiaries are accounted as ''Investment in Subsidiaries'' from November 22, 2023.

b) Investment in 15,000,000 shares of H 10/- each in GEL during the year against the settlement of loan paid to GMR Welfare Trust for group employees.

c) The Company has sold 597,827,146 shares of GEL to GCSL at H 3.95/- per share.

d) The Company has purchased 1,082,070,809

shares of H 10/- each from GGAL during the year.

e) The Company has invested in 2,000 15%

Non- Convertible Debentures of face value of H10,00,000/- each issued by GCSL.

f) The Company has purchased 50,000 equity shares of face value H 10/- each of GCSL during the year.

g) The Company has purchased 3,420,000 0.01% unsecured non-convertible debentures of face value of H 10/- each issued by GWEL from bank.

h) The Company has purchased 14,512,531 0.01% unsecured optionally-convertible debentures of face value of H 10/- each issued by GWEL from bank.

i) GPUIML has bought back 2,073,000 equity shares at $ 1.93 per share during the year.

j) The Company has purchased 50,000 equity shares of face value of H 10/- each of GSEDPL during the year.

k) The Company has agreed for conversion of its receivable of H 150 crore from GSPHL into 1,500

0.01% Compusorily Convertible Debentures of face value of H 10,00,000/- each.

l) The Company has agreed for conversion of its receivable of H 85.34 crore from GRSPPL into 853,401,000 0.01% Compusorily Convertible Debentures of face value of H 10,00,000/- each.

m) The Company has agreed to convert the 5,000 Non Convertible Debentures of GRSPPL into 0.01% Compulsorily Convertible Debentures.

ii) During the year ended March 31, 2023 ;

a) The Company has invested in the 67,894,200 shares of H 10/- each in GMR Highways Limited

(GMRHL) during the previous year purchased from GMR Generations Assets Limited . Pursuant to the sanctioned Composite Scheme of Arrangement for Amalgamation amongst GMR Tuni-Anakapalli Expressways Limited, GMR Tambaram Tindivanam Expressways Limited (Transferor Companies), GMR Highways Limited ("Transferee Company") and their respective Shareholders & Creditors sanctioned vide Order dated August 03, 2022 by Hon''ble National Company Law Tribunal, Mumbai Bench (NCLT), allotment of 6,78,94,200 (Six Crore Seventy Eight Lakh Ninety Four Thousand Two Hundred Only) equity shares of H10/- each was made to GMR Generations Assets Limited on September 06, 2022.

b) Investment in 50,000 shares of H 10/- each in GGEL during the previous year.

c) GPUIML has bought back 147,655,405 equity shares at $ 1.48 per share during the previous year.

d) The Company has sold the 4,900 equity shares of H10/- each in GMR (Badrinath) Hydro Power Generation Private Limited (GBHPL)

e) DSL has issued 22,702,703 equity shares to the Company for early conversion of existing 8% compulsorily convertible preference shares of H 10 each at H18.50 per equity share.

f) The Company has purchased NCDs from Synergy Metals & Mining Investment Holdings Limited (''Synergy'') worth H500 crore issued by GRSPPL .

g) The Company has investment in subsidiary GPUIML and GPUIML which has further invested

in step down subsidiary GCRPL including other overseas entities. During the year ended March 31, 2023, GCRPL, has entered into a Share Purchase Agreement (''SPA'') with PT Radhika Jananta Raya ("Buyer") a subsidiary of PT ABM Investama Tbk ("PTABM") and PTABM to divest its 30% equity stake in PT Golden Energy Mines Tbk ("PT GEMS"), an associate of GCRPL, following a competitive bidding process. On closing, GCRPL has received a gross consideration of $ 42.00 crore.

Further, GCRPL is also entitled to receive a deferred consideration based on mutually agreed milestones. The transaction was subject to certain conditions precedent, which have been completed.

The Company has recorded a decline of H 59.83 crore in the fair value of equity (including the impact of the aforesaid SPA) in GPUIML (the holding company of GCRPL which held investments in PT GEMS as mentioned above) in "Other Comprehensive Income" during the year ended March 31, 2023 respectively. Above downside has been recorded primarily due to investment in PTGEMS was carried at Fair Value through Other Comprehensive income (FVTOCI) in accordance with Ind AS 109 (Financial Instruments).

9 This includes value of investment represents investments in additional equity on account of financial guarantees.

10 This amount pertains to equity component of 8% compulsorily convertible preference shares issued by DSL, the same has been converted into equity. Refer note 5(8)

11 This includes share held by others on behalf of the Company.

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

2. Trade receivables are non-interest bearing.

3. Includes retention money (net of impairment allowances) of H 0.83 crore (March 31, 2023: H 0.83 crore). These payments are deducted by customer to ensure performance of the Company''s obligations and hence are receivable on the completion of contract or after the completion of defect liability period as defined in the respective contract and accordingly no discounting has been done for the same.

4. Refer note 16 for information on trade receivables pledged as security against borrowings.

5. Payment is generally received from customers (excluding retention money) in due course as per agreed terms of contract with customers which usually ranges from 0 - 30 days.

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

(ii) The Company has made a provision for diminution in the value of loan of H 179.30 crore as at March 31, 2024 (March 31, 2023: H 977.44 crore) which has been disclosed as an ''exceptional item'' in the standalone financial statements of the Company for the year ended March 31, 2024.

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

b. Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of H 5 per share. Every member holding equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees.

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

c. Shares held by holding /ultimate holding company and/ or their subsidiaries/ associates.

Out of the equity share issued by the Company, shares held by its holding company, ultimate holding company and their subsidiaries/ associates are as below:

f. Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

The Company has not made any buy-back of shares, nor has there been an issue of shares by way of bonus share without payment being received in cash since the incorporation of the Company.

Pursuant to the composite scheme of arrangement, the Company on January 31, 2022 allotted 603,594,528 equity shares of H 5/- each to the shareholders of GMR Airports Infrastructure Limited (formerly GMR Infrastructure Limited) (''GIL''). These shares were issued for consideration other than cash.

g. Shares reserved for issue under options

For details of shares reserved for issue on conversion of foreign currency convertible bonds (''FCCB''), refer note 16(1) related to terms of conversion/ redemption of FCCB.

1. Equity component of related party loan has been created on interest free loan provided by related parties.The same has been converted into interest bearing loans during the year ended March 31, 2023 resulting in extinguishment of equity component of related party loan.

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

3. Capital reserve created pursuant to composite scheme of amalgamation and arrangement.

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

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

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

1. GMR Airports Infrastructure Limited (''GIL'') (formely known as GMR Infrastructure Limited) had issued 6 (six) Foreign Currency Convertible Bonds (FCCBs ) of $ 50,000,000 each, aggregating to $ 300 million due in 2075 to the Kuwait Investment Authority ("KIA") on December 10, 2015. The National Company Law Tribunal (NCLT), Mumbai vide its dated on December 22, 2021 had approved the Composite Scheme of Amalgamation and Arrangement amongst GMR Power Infra Limited, GIL and the Company ("Scheme"). The Scheme inter-alia provides for Demerger of EPC and Urban Infra business of GIL into the Company. In accordance with the requirements of Section 2(19AA) of the Income Tax Act, 1961, part of the liability pertaining to the outstanding FCCBs of GIL attributable to the Demerged Undertaking stands vested to the Company pursuant to the Demerger. Thus upon effectiveness of the Scheme, subject to necessary regulatory approval, FCCBs of $ 275 million stands vested to the Company. To give effect to the split of FCCBs between GIL and the Company, GIL, KIA and the Company had entered into an agreement on January 12, 2022 inter-alia for redenomination of the FCCBs into a total of 300 FCCBs, each having a face value of $ 1,000,000, from 6 FCCBs of $ 50,000,000 each and split of FCCBs between GIL and the Company such that GIL will retain FCCBs of $ 25 million and remaining FCCBs of $ 275 million which stands vested to the Company.

The tenure of FCCBs is 60 years from the date of allottment by GIL and the $ 275 million FCCBs outstanding in the Company if converted shall account for 111,241,666 equity shares of the Company. The right of conversion of any or all of the FCCBs to equity shares of GIL and/or GPUIL, will need to be simultaneously exercised in the equivalent ratio.

The outstanding amount as at March 31, 2024 is H 2,247.67 crore (March 2023 : H 2,214.34 crore). Interest is payable on annual basis. As at March 31, 2024, FCCB holders have not exercised the conversion option. The Company needs to take necessary steps in case the bondholders direct the Company to list the FCCBs on the Singapore Exchange Trading Limited. Also refer note 16(18) below.

2. Indian rupee term loan from a bank of H Nil (March 31, 2023: H 14.42 crore) carries interest @ base rate of lender plus spread of 4.75% p.a. (March 31, 2023: base rate of lender plus spread of 4.75% p.a.) payable on a monthly basis. The loan is secured by (i) first pari passu charge on 121.07 acres of land held by GKSIR and (ii) . The loan is repayable in twelve structured quarterly instalments commencing from April 25, 2021 and ending on January 25, 2024 as per the revised agreement dated May 27, 2016. (ii) first ranking pledge/NDU over 49% of equity shares of GGAL iii) DSRA covering interest payment for the next three months Further the lender has certain mandatory prepayment rights as per the terms of the agreements, including amendments thereof. Further during the current year the Company has repaid the entire loan.

3. Indian rupee term loan from a financial institution of H 43.75 crore (March 31, 2023: H 87.62 crore) carries interest @ 12.15% p.a. (March 31, 2023: 12.15% p.a.) payable on a quarterly basis. The loan is repayable in six equal annual instalments commencing at the end of five years from the date of first disbursement. The loan is secured by an exclusive first charge on certain immovable properties located in the State of Telangana owned by Namitha Real Estate Private Limited (NREPL), a subsidiary of the Company, Corporate Infrastructure Services Private Limited, a fellow subsidiary, Varalaxmi Jute & Twine Mills Private Limited, Vijay Niwas Real Estates Private Limited and Smt. G. Varalakshmi.

4. Loan of H 45.24 crore (March 31, 2023: H 44.70 crore) from a fellow subsidiary, GMR Airport Developers Limited (''GADL'') carries interest @ 12.95% p.a. (March 31, 2023: 12.95% p.a.) and is payable on a monthly basis. The loan is to be repaid on June 30, 2024.

5. Loan of H 203.45 crore (March 31, 2023: H 203.45 crore) from a fellow subsidiary, GMR Infra Developers Limited (''GIDL'') carries interest 18.25% & 7.25% p.a (March 31, 2023: 17.25% p.a, 18.25% & 19.46% ) payable after 2 years of moratorium, all the accured interest till 3 years will be paid at the end of 3rd ,4th ,5th,and 6th year on yearly basis. Also, the principal is having 48 months moratorium and the same is repayable on structured annual installments basis (30% at the end of 48 month, 30% at the end of 60 month and final installment at the end of 72 month).

6. Loan of H175.00 crore (March 31, 2023 H175.00 crore), from a fellow subsidiary, GMR Corporate Affairs Limited (''GCAL'') which carried interest @ 17% &7.25% p.a. (March 31, 2023: 17% ) payable after 2 years of moratorium, all the accured interest till 3 years will be paid at the end of 3rd ,4th ,5th,and 6th year on yearly basis. The principal is having 48 months moratorium and the same is repayable on structured annual installments basis (30% at the end of 48 month, 30% at the end of 60 month and final installment at the end of 72 month).

7. Loan of H216.00 crore (March 31, 2023 H216.00 crore) from its fellow subsidiary, GMR Airports Limited (''GAL'') which carried interest @ 16% p.a (March 31,2023:16%) payable on monthly basis. The principal is repayable on June 30, 2024.

8. Loan of H225.00 crore (March 31, 2023 Nil ) from its fellow subsidiary, GMR Airports Limited (''GAL'') which carried interest @ 17.50% p.a payable after 2 years of moratorium, all the accured interest will be paid at the end of 3rd, 4th,5th,and 6th year on yearly basis. The principal is having 48 months moratorium and the same is repayable on structured annual installments basis (30% at the end of 48 month, 30% at the end of 60 month and final installment at the end of 72 month).

9. Loan of H268.22 crore (March 31, 2023 H268.22 crore) from its fellow subsidiaries,GMR Airports Infrastructure Limited (formerly GMR Infrastructure Limited) (''GIL'') which carried interest ranging between @7.25% p.a (March 31,2023 : 0% & 12.25%) payable after 2 years of moratorium, all the accured interest till 3 years will be paid at the end of 3rd year, 4th ,5th,and 6th year on yearly basis. The principal is having 48 months moratorium and the same is repayable on structured annual installments basis (30% at the end of 48 month, 30% at the end of 60 month and final installment at the end of 72 month).

10. Loan of H58.80 crore (March 31, 2023 H58.80 crore) from its fellow subsidiaries, which carried interest @ 11% p.a (March 31,2023 : 11%) and is payable along with repayment of principal.The principal is repayable on August 21, 2024.

11. Loan of H 80.18 crore (March 31, 2023 HNil) from its subsidiaries, which carried interest @ 12.25% p.a .and is payable along with repayment of principal or on such intervals as may otherwise be agreed upon by the parties.

12. Loan of H 6.00 crore (March 31, 2023 HNil) from its subsidiaries, which carried interest @ 7.10% p.a.and is payable along with repayment of principal or on such intervals as may otherwise be agreed upon by the parties.

13. Loan of H48.84 crore (March 31, 2023 H 48.84 crore) from its subsidiaries, which carried interest @ 10% p.a. payable at the end of the term. The principal is repayable on March 30, 2025.

14. Loan of H247.82 crore (March 31, 2023 H94.87 crore) from its subsidiaries,which carried interest @ 10% p.a. payable at the end of the term. The principal is repayable on March 30, 2025.

15. Loan of H30.00 crore (March 31, 2023 H31.20 crore) from its subsidiaries,which carried interest @ 17% p.a. payable at the end of the term. The principal is repayable on June 07, 2025.

16. Out of the outstanding bank overdrafts, overdrafts amounting to H10.68 crore are secured against the following securities as on March 31, 2024 and the balance overdraft is secured by 100% of Fixed deposit with Bank:

(I) Primary Security:

A) First charge on the Company''s and GIL-SIL JV''s raw material, semi finished and finished goods, consumable stores & spares, other movables including book debts, bills, outstanding monies receivables, all other movable assets of the Company included but not limited to documents of tittle deeds of goods, o/s monies, receivables,machinery all present and future.

(II) Collateral Security:

(1) First charge on land parcel aggregating to 73.24 acres located at various 131 Sy Nos spread in Alur, Addaguriki, Bukkasagaram, Doripalli, Nallaganakothapalli, and Uddanapalli villages, Krishangiri District, Tamil Nadu.

(2) Charge on land 33.41 acres & building situated at Mangalore on pari passu with IDBI facility of GEL.

(3) First charge on non agriculture land of 14 acres 24 guntas, Mamidpally village Saroornagar Revenue Mandal, Ranga Reddy District, Telangana. The land stands in the name of Hyderabad Jabili Properties Private Limited.

(4) First charge on the property situated at Municipal No.97 (old Municipal No. 97/98 &99) , Ward No. 66 admeasuring 35,774 sqft situated at Hosue Road, Madiwala, Bengaluru owned by M/s Honey Flower Estates Pvt. Ltd.

(III) Interim security:

1) The overdraft is secured by personal Guarantee of the director.

17. For the previous year ended March 31, 2023 out of Bank overdrafts of H114.50 crore, overdrafts amounting to H 108.96 crore (DFCC Project Package 201 H 59.82 crore, DFCC Project Package 202 H 49.14 crore) and working capital loan amounting to H 93.00 crore (DFCC Project Package 201) is secured by

A) First pari passu charge on current assets of GIL SIL-JV and the Company (DFCC Project Package 202) with IDBI Bank,

B) First charge ranking Pari-Passu on the Escrow Account (in the name of GIL-SIL JV) maintained for the purpose of Project Package 202 along with other working capital as well as term loan lenders and first pari-passu charge on equipment financed by Laksmi Vilas Bank (''LVB'') (Note : Loan with LVB has fully repaid by the Company hence the charge may be treated as first charge against earlier 2nd pari passu charge).

C) First Mortgage on the Company''s and GIL-SIL JV entire fixed assets pertaining to DFCC Package 201 (if any) and first charge by way of hypothecation on all movable assets (excluding all equipments funded by central bank) including but not limited to all current / non-current assets in respect of project (Package 201) both present and future ranking pari-passu with other working capital and NFB / BG Lenders.

D) First charge on all company''s and GIL-SIL JV''s bank accounts including, without limitation, the TRA/

Escrow/ Designated account and each of the other accounts as required to be created by company for this project under any project document or contract.

E) A first charge / assignment/ security interest on the Company''s rights under the Engineering, Procurement & Construction (EPC) agreement, major project documents and contracts and all licenses, permits, approvals, consents and insurance policies in respect of the present project.

F) Assignment of contractor guarantees, liquidated damages, letter of credit, guarantee or performance bond that may be provided by any counter party under any project agreement or contract in favor of the Company and insurance policies etc. pertaining to this project.

The aforesaid security would rank pari-passu with all the security created/ to be created in favour of the lenders and working capital lenders, if any for securing the fund based and non-fund based working capital limits for the project (DFCC Package 201).

Collateral Security:

(1) Exclusive charge by way of mortgage of

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

(2) Exclusive charge by way of mortgage of

residential property at Jaynagar 4th block,

Bengaluru standing in the name of B V Nageswara Rao measuring 2494 Sq.ft.

(3) Pari Passu charge on fixed assets of DFCC Project Package 201 present and future.

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

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

Mr . B V Nageswara Rao, Group Director, (To the extent of the value of the property offered as collateral security i.e H 5.80 crore); M/s GMR Krishnagiri SEZ Limited,

M/s Lilliam Properties Private Limited and M/s Suzone Properties private Limited and M/s. GMR Krishnagiri SIR Ltd, being the owner of the collateral security offered.

18. Detail of period and amount of delays;

March 31, 2024:

The Company had dues to bonds holders as on March 31, 2024 amounting to H 1,051.49 crore which were overdue for more than 90 days.

March 31, 2023:

The Company had dues to bonds holders as on March 31, 2023 amounting to H795.37 crore which were overdue for more than 90 days.

1. In July 2010, IDFC and Temasek (''PE investors'') had made certain investments through preference shares in GMR Energy Limited (GEL). There were certain amendments to the original arrangement between the Company, GEL and the PE investors. As per the latest amended Subscription and Shareholder Agreement executed in May 2016, preference shares held by the PE investors were converted into equity shares of GEL. Post conversion, the PE investors held 17.85% of equity shares in GEL with an exit option within the timelines as defined in the aforesaid amended agreement. As the said timelines have expired, the PE investors have sort for an exit without any further extensions and consequently, the Company has recognized the financial liability of H 205.28 crore (March 31, 2023: H 996.93 crore) in the standalone financial statements.

Out of the 17.85% additional stake 12.52% holding has been transferred to the Company as at March 31, 2024 (2.13% holding transferred to the Company as at March 31, 2023).

Corporate social responsibility (''CSR'')

(a) Gross amount required to be spent by the Company during the year ended March 31, 2024 H Nil (March 31, 2023: H Nil)

(b) The Company has incurred on CSR activities during the year ended March 31, 2024 H Nil (March 31, 2023: H Nil).

Although the Company has met the criteria as specified under sub-section (1) of section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, however, in the absence of average net profits in the immediately three preceding years, there is no requirement for the Company to spend any amount under sub-section (5) of section 135 of the Act.

29 Income Tax

Business loss can be carried forward for a maximum period of eight assessment years immediately succeeding the assessment year to which the loss pertains. Unabsorbed depreciation can be carried forward for an indefinite period.

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

The Company has already opted for the aforementioned regime. Deferred tax is the effect of timing differences between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

30 Earnings per share (EPS)

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

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

(i) During the year ended March 31, 2016, GIL had issued FCCB (attributable to the Demerged Undertaking stands vested to the Company pursuant to the Demerger), however, the same has not been included in the calculation of diluted earnings per share for period ended March 31, 2024 and March 31, 2023 respectively because they are anti-dilutive. (also refer note 16(1))

31 Significant accounting judgements, estimates and assumptions

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

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

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

Estimates and assumptions

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

a. Taxes

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the same can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies. Refer note 10 and 29 for further disclosures.

b. Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. The cash flow projections used in these models are based on estimates and assumptions relating to conclusion of tariff rates, operational performance of the plants and coal mines, life extension plans, availability and market prices of gas, coal and other fuels, restructuring of loans etc in case of investments in entities in the energy business, estimation of vehicle traffic and rates and favourable outcomes of litigations etc. in the expressway business which are considered as reasonable by the management. Fair value of investment in SEZ sector is determined based on available data for similar immovable property/ investment or observable market prices less incremental cost for disposing of the immovable property/ investments. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility, as appl


Mar 31, 2023

2 The Company has invested in GGAL which has further invested in step down subsidiaries and joint ventures. Further, the Company has outstanding loan (including accrued interest) amounting to Nil (March 31 2022: Nil) recoverable from GGAL as at March 31, 2023. Also, the Company together with GGAL and GMR Energy Projects Mauritius Limited (''GEPML'') has investments in GEL amounting to '' 895.74 crore and has outstanding loan (including accrued interest) amounting to '' 1,768.36 crore in GEL as at March 31, 2023. GEL has certain underlying subsidiaries/ associates/ joint ventures which are engaged in energy sector as further detailed in note 5(3), 5(4), 5(5) and 5(6) below which have been incurring losses resulting in substantial erosion in their net worth. Based on its internal assessment with regard to future operations and valuation assessment by an external expert during the year ended March 31, 2023, the management of the Company has fair valued its investments and for reasons as detailed in 5(3), 5(4), 5(5) and 5(6) below, the management is of the view that the fair values of the Company''s investment in GEL is appropriate.

3 GMR Warora Energy Limited (''GWEL''), a subsidiary of GEL, is engaged in the business of generation and sale of electrical energy from its coal-based power plant of 600 MW situated at Warora. GWEL had accumulated losses of '' 753.07 crore as at March 31, 2022 and the same has been reduced to '' 585.44 crore as at March 31, 2023, which has resulted in substantial erosion of GWEL''s net worth. There have been delays in receipt of the receivables from customers which has resulted in delays in meeting its financial liabilities.

Further, GWEL received notices from one of its customer disputing payment of capacity charges of '' 132.01 crore for the period March 23, 2020 to June 30, 2020 as the customer had not availed power during the said period sighting force majeure on account of COVID 19 pandemic. GWEL responded and

clarified that the said situation is not covered under the force majeure clause in view of the clarification by the Ministry of Power stating that Discoms will have to comply with the obligation to pay fixed capacity charges as per PPA. The customer is of the view that the aforesaid clarification by the Ministry of Power cannot override the terms of the PPA and continue to dispute the payment thereof.

Accordingly, during the year ended March 31,2021, GWEL filed petition with Central Electricity Regulatory Commission (''CERC'') for settlement of the dispute. During the quarter ended March 31, 2022, the said petition was decided in favour of GWEL vide CERC order dated January 20, 2022 wherein CERC directed the customer to pay the aforesaid outstanding capacity charges along with delayed payment surcharge within 60 days from the date of the aforesaid order. The customer has filed an appeal against the said CERC order before Appellate Tribunal for Electricity (''APTEL'') during the quarter ended June 30, 2022, APTEL issued an interim order and directed the customer to pay 25% of the principal amount within a period of one week from the date of its interim order to GWEL and deposit the balance outstanding amount in an interest-bearing fixed deposit receipt with a nationalized bank. However, GWEL has not received any amount from the customer and the matter is pending conclusion. The management based on its internal assessment and petition filed with CERC, is of the view that the aforesaid capacity charges are fully recoverable.

However, GWEL has certain favorable interim orders towards the aforementioned claims. Also, during the year ended March 31, 2022, GWEL has entered into a new PPA with Gujarat Urja Vikas Nigam Limited (''GUVNL'') for the supply of 150 MW of power from October 2021 to July 2023. Further, GWEL on the basis of requisite approval of the lenders, has invoked resolution process as per Resolution Framework for COVID-19 related stress

prescribed by RBI on December 30, 2020 in respect of all the facilities (including fund based, non-fund based and investment in non-convertible debentures) availed by GWEL as on the invocation date. Further most of the borrowing facilities of GWEL had become Special Mention Account-2/ Non-Performing Assets, accordingly resolution process under Prudential Framework for Resolution of Stressed Assets, as prescribed by the RBI on June 07, 2019 has been invoked on June 29, 2021 by default. ICA has been executed on July 27, 2021 by majority of lenders The lead lender issued a sanction letter dated April 05, 2022 for restructuring of loan facilities. As per the RBI circular as stated above, a minimum approval of lenders representing 75% by value of total outstanding loan facilities and 60% of lenders by number are required for approval of the Resolution plan.

During the quarter ended June 30, 2022, GWEL received the approvals from the aforesaid requisite lenders on the Resolution plan and consequently the Resolution plan was adopted in the board of directors meeting dated June 23, 2022 and approved by the shareholders of GWEL in the Extraordinary General Meeting dated June 24, 2022. Accordingly, GWEL has given effect to the Resolution plan and effect of the same has been disclosed as an exceptional item in the financial statement of GWEL. In the consortium meeting held on January 11, 2023 all the lenders have confirmed the implementation of the resolution plan in their respective books of accounts. GWEL had claimed compensation for coal cost pass through and various "change in law" events from its customers under the Power Purchase Agreements (''PPA'') and has filed petitions with the regulatory authorities for settlement of such claims in favor of GWEL. GWEL has trade receivables, other receivables and unbilled revenue (including claims) of '' 882.22 crore and the payment from the customers against the claims including Interest on such claims which are substantially pending receipt. Based on certain favorable interim regulatory orders, the management is confident of a favorable outcome towards the outstanding receivables.

Accordingly, GWEL has generated profit after tax of '' 167.87 crore during the year ended March 31, 2023 and the management of GWEL expects that the plant will generate sufficient profits in the future years and will be able to recover the receivables and based on business plans and valuation assessment by an external expert during the year ended March 31, 2023, considering key assumptions such as capacity utilization of plant in future years based on current levels of utilization including merchant sales and sales through other long term PPA''s and management''s plan for entering into a new longterm PPA to replace the PPA earlier entered with one of its

customers which has expired in June 2020 and the implementation of the Prudential Framework for resolution of stressed assets with the lenders of GWEL, the management is of the view that the carrying value of the net assets in GWEL by GEL as at March 31, 2023 is appropriate.

4 GWEL entered into a PPA with Maharashtra State Electricity Distribution Company Limited (''MSEDCL'') for sale of power for an aggregate contracted capacity of 200 MW, wherein power was required to be scheduled from power plant''s bus bar. MSEDCL disputed place of evacuation of power with Maharashtra Electricity Regulatory Commission (''MERC''), wherein MERC has directed GWEL to construct separate lines for evacuation of power through State T ransmission Utility (''STU'') though GWEL was connected to Central Transmission Utility (''CTU''). Aggrieved by the MERC Order, GWEL preferred an appeal with APTEL. APTEL vide its interim Order dated February 11, 2014 directed GWEL to start scheduling the power from GWEL''s bus bar and bear transmission charges of inter-state transmission system towards supply of power. GWEL in terms of the interim order scheduled the power from its bus bar from March 17, 2014 and paid inter-state transmission charges. APTEL vide its final Order dated May 08, 2015 upheld GWEL''s contention of scheduling the power from bus bar and directed MSEDCL to reimburse the inter-state transmission charges hitherto borne by GWEL as per its interim order. Accordingly, GWEL has raised claim of '' 616.33 crore towards reimbursement of transmission charges from March 17, 2014 till March 31, 2023. MSEDCL preferred an appeal with the Hon''ble Supreme Court of India and the matter is pending conclusion. Pursuant to notification No. L-1/250/2019/CERC, the transmission charges (other than the deviation charges) are being directly billed to the respective customers (DISCOMS) by Power Grid Corporation of India Limited and accordingly, GWEL has not received transmission charges (other than the deviation charges) related invoices for the period December 2020 to March 2023. The final obligation towards the transmission charges will be decided based on the order of the Hon''ble Supreme Court of India as stated above.

In view of the favorable Order from APTEL, receipt of substantial amount towards reimbursement of transmission charges and legal expert advice, GWEL has recognized the reimbursement of transmission charges of '' 616.33 crore relating to the period from March 17, 2014 to March 31, 2023. Further the cost of transmission charges as stated with effect from December 2020 is directly invoiced by Power Grid Corporation of India Limited to DISCOMS and has been disclosed as contingent liability in the financials of GWEL pending the final outcome of the matter in the Hon''ble Supreme Court of India.

5 GMR Kamalanga Energy Limited (''GKEL''), a subsidiary of GEL, is engaged in development and operation of 3*350 MW under Phase I and 1*350 MW under Phase II, coal based power project in Kamalanga village, Orissa and has commenced commercial operation of Phase I of the project. GKEL has accumulated losses of '' 1,386.84 crore as at March 31, 2023 ('' 1,672.49 crore in March 31, 2022), which has resulted in substantial erosion of GKEL''s net worth due to operational difficulties faced during the early stage of its operations. Further, GKEL has trade receivables, other receivables and unbilled revenue (including claims) of '' 1,662.04 crore as at March 31, 2023, for coal cost pass through and various "change in law" events from its customers under the PPAs and have filed petitions with the regulatory authorities for settlement of such claims in favour of GKEL. The payment from the customers against the claims is substantially pending receipt as at March 31, 2023. Based on certain favorable interim regulatory orders with regard to its petition for ''Tariff Determination'' and ''Tariff Revision'' with its customers, the management is confident of a favorable outcome towards the outstanding receivables of GKEL.

GKEL in view of the Supreme Court Order in Energy Watchdog vs CERC and others and CERC order in its own case for Haryana Discoms had sought legal opinion from the legal counsel on certainty of the claims with Bihar Discom. Considering opinion received from legal counsels that GKEL has good tenable case with virtual certainty with respect to coal cost pass through and favourable Order from APTEL dated December 21, 2018 and CERC judgment in GKEL''s own case for Haryana Discom where the computation methodology of coal cost pass through was decided, the management was virtually certain on receipt of the GKEL''s claim of revenue on coal cost pass through and was of the opinion that no contingency was involved in this regard. GKEL has received a favourable order on September 16, 2019 whereby the CERC has allowed the coal cost pass through to be charged to the Bihar Discom, based on a certain methodology. The Hon''ble Appellate Tribunal passed an Order in Appeal no -423 on August 06, 2021 allowing GKEL to recover expenditure incurred in procurement of alternate coal due to short fall in domestic coal supply corresponding to schedule generation pertaining to Bihar PPA and further allowed GKEL to recover the carrying cost from the date of Change in Law events till the dues are paid.

Further, as detailed below there are continuing litigations with SEPCO Electric Power Construction Corporation (SEPCO) (''Capital Creditors'') which are pending settlement. Further during the previous year, GKEL has won the bid for supply of balance 150 MW to Haryana Discom. GKEL has signed fuel supply agreement

with Coal India Limited for supply of coal from its Mahanadi Coal Field Mines for 0.36 crore ton which is within a distance of 15 KM from the plant site. In addition to above, GKEL has won the bid (Shakti-III) for supply of 0.04 crore ton of coal for balance 150 MW. GKEL is actively pursuing its customers for realization of claims and selling its untied capacity in exchange market to support the GKEL''s ability to continue the business without impact on its operation.

Further, GKEL had entered agreement with SEPCO in 2008 for the construction and operation of coal fired thermal power plant. There were certain disputes between the parties in relation to the delays in construction and various technical issues relating to the construction and operation of the plant. SEPCO served a notice of dispute to GKEL in March 2015 and initiated arbitration proceedings. The Arbitral Tribunal has issued an opinion (the Award) on September 07, 2020 against GKEL. Since there were computation/ clerical/ typographical errors in the Award, both parties (GKEL and SEPCO) immediately applied for correction of the award under Section 33 of the Arbitration & Conciliation Act 1996 (as amended). The Arbitral Tribunal considered the applications of both the parties and has pronounced the corrected award on November 17, 2020. GKEL already accounted for the aforementioned liability as per the award pertaining to the retention money, unpaid invoices and the Bank Guarantee revoked. GKEL has challenged the award under section 34 of the Arbitration and Conciliation Act, 1996 before the Hon''ble High Court of Orissa on February 15, 2021 and December 31,

2021 respectively.

The High Court vide its judgement and order dated June 17,

2022 has dismissed the petition filed by GKEL on February 15, 2021 to put aside the Final Award on the basis that impugned award does not fall under the category which warrants interference under Section 34 of the Arbitration Act. GKEL has challenged judgement by filing special leave petition before the Supreme Court of India on grounds; a) Violation of Principles of Natural Justice, b) Judgement is in violation of the guidelines laid by Supreme Court for timely pronouncing of judgements c) Violation of due process of law and others. Based on legal advice obtained, GKEL seems to have a good arguable case to challenge section 34 judgement and have it set side. Therefore, GKEL is not expecting any cash outflow in this matter in the foreseeable future. GKEL has in its books made provisions in view of the disputes between SEPCO and GKEL and taken into consideration the Award and the Final Award passed by the Arbitral Tribunal based on generally accepted accounting practices. Irrespective of the heads under which they appear or their nomenclature/ heading/title/narration, etc., such provisions do not make GKEL liable for payment since liability is disputed.

In view of these matters, business plans (including expansion and optimal utilization of existing capacity), valuation assessment by an external expert during the year ended March 31, 2023, the management is of the view that the carrying value of the investments in GKEL held by GEL as at March 31, 2023 is appropriate.

6 GMR Bajoli Holi Hydropower Private Limited (''GBHHPL''), a subsidiary of GEL has set up 180 MW hydro based power plant in Chamba, District of Himachal Pradesh. It had experienced delays in the completion of construction and incurred costs overruns. During the current year, GBHHPL has commenced commercial operations. Further, during the current year i.e. with effect from July 13, 2022, GBHHPL has terminated its agreement with Gammon Engineers and Contractors Private Limited (''the contractor'') in respect of the hydropower project as GBHHPL noticed repeated slippages by the contractor in achieving the targets and multifarious breaches under the work orders.

The construction had to be completed by June 2018, however the project was delayed and as a part of one time settlement with the contractor, extension was granted till May 31, 2020. Even after such time extension and payment of huge unadjusted advances, the contractor could not finish the critical components of civil works within the extended date and further delayed the completion of the project. As a consequence of such delay, GBHHPL had recovered its dues including due to liquidated damages and unadjusted advances from the contractor by way of invoking available bank guarantees (BGs) provided by the contractor, amounting to '' 128.89 crore and accordingly GBHHPL has adjusted it against such advances.

Further, during the current year on June 10, 2022, GBHHPL invoked arbitration against the contractor to recover their further dues, however counter claims was also filed by the contractor before the arbitration tribunal towards costs and damages on account of prolongation of the Contract. GBHHPL filed its reply to the Statement of Defence and counter claims on March 01, 2023. Currently, the matter is pending adjudication before the Arbitral Tribunal.

Based on the assessment of such claims and upon consideration of advice from the independent legal consultant, the management believes that GBHHPL has reasonable chances of recovery of its dues from the contractor in the future and accordingly, based on the valuation assessment carried out by an external expert during the year ended March 31, 2023, is of the view that the carrying value of its investments in GBHHPL held by GEL as at March 31, 2023 is appropriate.

7. The Company together with GMR Highway Limited ("GMRHL") a subsidiary of the Company, has invested in GMR Hyderabad Vijayawada Expressways Private Limited (''GHVEPL'') amounting to '' 1,087.80 crore. Based on its internal assessment with regard to future operations and valuation assessment by an external expert during the year ended March 31, 2023, the management of the Company has fair valued its investments and for reasons as detailed below, the management is of the view that the fair values of the Company''s investments in GHVEPL is appropriate.

GHVEPL a step down subsidiary of the Company, has been incurring losses since the commencement of its commercial operations and has accumulated losses of '' 1,653.86 crore as at March 31, 2023. The management believes that these losses are primarily due to loss of revenue arising as a result of drop in commercial traffic on account of bifurcation of State of Andhra Pradesh and ban imposed on sand mining in the region. The management of the Group based on its internal assessment and a legal opinion, believes that these events constitute a Change in Law as per the Concession Agreement and GHVEPL is entitled to a claim for losses suffered on account of the aforementioned reasons and accordingly filed its claim for the loss of revenue till the year ended March 31, 2017 with National Highways Authority of India (''NHAI'').

The claim of GHVEPL was rejected by NHAI and accordingly during the year ended March 31, 2018, GHVEPL had decided to proceed with arbitration and accordingly Arbitral Tribunal was constituted and claims were filed.

On October 09, 2009 GHVEPL and National Highways Authority of India (NHAI) entered into the concession agreement for the project highway. The project was initially developed from existing 2 lanes to 4 lanes to be further developed to 6 laning subsequently (before 14th anniversary of the appointed date). If 6 laning is not carried out (if so required by NHAI/desired by GHVEPL), concession period would be restricted to 15 years as against 25 years. GHVEPL has been amortising intangible assets over the concession period of 25 years.

The Arbitral Tribunal vide its order dated March 31, 2020, had pronounced the award unanimously, upholding GHVEPL''s contention that bifurcation of state of Andhra Pradesh and ban on sand mining in the region constitutes Change in Law event and GHVEPL is entitled for compensation for the loss of revenue arising as a result of drop in commercial vehicles. Majority of the Tribunal members have directed NHAI to constitute a committee for determining the claim amount based on data/ records available with GHVEPL and NHAI. The minority member in the Tribunal however was of the opinion that Tribunal should have constituted the Committee instead of directing NHAI, which

is against the principle of natural justice. GHVEPL, aggrieved by the findings, had filed applications under Section 9 and 34 of the Arbitration Act, 1996, before the Hon''ble Delhi High Court challenging the award on the limited ground of (i) constitution of the committee by NHAI for quantification of compensation and (ii) for interim measures by restraining NHAI, demanding premium and taking coercive / precipitate measures under the Concession Agreement. Vide order dated August 04, 2020, the Hon''ble Delhi High Court upheld the decision of the Arbitral Tribunal that there was a change in law due to ban on sand mining and State bifurcation.

The Hon''ble Delhi High Court on August 04, 2020 had passed an Order wherein it upheld the decision of the Arbitral Tribunal that there was a change in law due to ban on sand mining and State bifurcation.The Hon''ble Delhi High Court has also held that GHVEPL is entitled for compensation due to Change in Law and the application of NHAI was dismissed. For quantification of claim of GHVEPL, the committee to be appointed by NHAI has been struck down and in its place the Court has appointed a retired judge of Supreme Court as sole arbitrator to quantify the claims.

On February 28, 2022, the Sole Arbitrator had submitted his report to the Hon''ble Delhi High Court by determining the claim amount at '' 1,672.20 crore, as against claimed amount of '' 1,676.34 crore, up to March 31, 2020 with direction to follow the same methodology and formula for claims for the financial year ended March 31, 2021 and onwards. Further, the Sole arbitrator has also granted interest on claim amount in terms of Clause 47.5 of the Concession Agreement. The report submitted by the Sole arbitrator has been taken on record by the Hon''ble Delhi High Court and the Court has fixed the next hearing on July 07, 2023. On March 29, 2022, NHAI has made an application before the Sole arbitrator seeking correction of computational error in his report submitted to the Hon''ble High Court. On October 20, 2022 the sole arbitrator has passed an order dismissing the application made by NHAI. NHAI, in the interim has also filed an application u/s 34 of Arbitration Act before Hon''ble Delhi High Court against the report of Sole Arbitrator.

NHAI has challenged the aforesaid Order dated August 04, 2020 before divisional bench of Hon''ble Delhi High Court, wherein the Hon''ble Delhi High Court has clarified that the sole arbitrator shall continue to discharge his duties subject to final outcome of the appeal however in the interim order dated September 14, 2021 the Hon''ble Court has formed a prima facie view that it would only be fair that NHAI should secure the Premium payable by the GHVEPL till the issues are resolved. Aggrieved the said order of Divisional Bench, the GHVEPL filed a Special leave

petition before the Hon''ble Supreme Court, wherein the Supreme Court vide its Order dated March 10, 2022 has quashed the impugned interim order with the request directing the Hon''ble Delhi High Court to decide the matter as expeditiously as possible. The matter is now listed before the Hon''ble Delhi High Court on July 04, 2023.

On May 08, 2020, GHVEPL has received a notice from NHAI stating that it is satisfied that six-laning is not required for the project highway and four laning is sufficient for operating the project highway thereby restricting the concession period to 15 years pursuant to Clause 3.2.2 of the Concession Agreement dated October 09, 2009. GHVEPL has filed a response with NHAI on May 26, 2020, June 16, 2020, August 31, 2020 and October 19, 2020 seeking material on record on the basis of which NHAI has decided that six-laning is not required, since in terms of GHVEPL''s assessment, six-laning shall be required considering the current traffic flow on the project highway. NHAI, however vide its letter dated June 24, 2020 and October 15, 2020 has stated that the contention of GHVEPL is unmerited and due reasons have been conveyed, even though no substantial information is provided on the basis of which such decision is taken. In this regard, GHVEPL has obtained a legal opinion from its Counsel handling NHAI matter in the Honorable Delhi High Court which has opined that with the majority findings of the Arbitral Award in favour of GHVEPL, issuance of Notice dated May 8, 2020 and letter dated June 24, 2020 / October 15, 2020 by NHAI is in bad light and arbitrary.

Legal Counsel opined that NHAI being aware of the financial implications of the Notice dated May 08, 2020 trying to somehow avoid quantifying and making any payment of the claim to GHVEPL under Change in Law. The Counsel further opined that, NHAI after having failed in its series of coercive steps including the notices for recovery of alleged Premium, suspension notice and notices in relation to non-compliance of O & M requirements has, on May 08, 2020, issued the Notice under Article 3.2.2 of the Concession Agreement and that too in the middle of extensive arguments in the aforesaid petitions before the Hon''ble Delhi High Court, only to make GHVEPL to somehow give up its claims and avoid determination of claims. GHVEPL on October 30, 2020 has issued Notice of Dispute under Article 44.2 read with Clause 44.1.2 of the Concession Agreement to NHAI for amicable settlement as a first step in dispute resolution, which has been declined by NHAI on December 04, 2020. Pursuant to the notice dated April 06, 2021, the Arbitrators have been appointed and the Arbitral T ribunal has held its first hearing setting procedural timelines for hearing the litigation.

The Hon''ble Tribunal vide interim order dated September 29,

2021 has stayed the letter and the matter is in process. NHAI subsequently has suggested resolving all the disputes through the process of conciliation and the matter was referred to Committee of Conciliation of Independent Experts (CCIE-III) constituted by NHAI on approval from GHVEPL. The Committee has held two hearings and in the hearing held on April 25, 2022, GHVEPL had given a proposal for amicable settlement to which the Committee granted one month''s time to NHAI to discuss internally and inform the Committee of its decision, which has not reached any effective conclusion and hence discontinued. In view of the same, the Arbitral Tribunal recommenced the proceedings and the hearing has been fixed for July 20, 2023 for cross examination of the witnesses. The legal counsel has also opined that GHVEPL is in good position to assert for concession period of 25 years. Accordingly, considering the matter is sub-judice, concession life of 25 years with six laning has been considered for the purposes of the amortization of Intangibles considering the initiation of Arbitration Proceedings challenging the communication/notice by NHAI / Regulator restricting the period to 15 years with four-laning. GHVEPL has been recognizing a provision of additional concession fees (premium) of '' 1,291.57 crore including interest payable thereon till March 31, 2023 (March 31, 2022: '' 1,007.83 crore), which is unpaid pending finality of litigation proceedings as detailed below.

Further, the valuation expert based on the assumptions that it would be receiving the compensation in the future and expected future traffic flow over a concession period of 25 years had determined value in use of GHVEPL assets as at December 31,

2022 (i.e. valuation date) which is higher than the carrying value of assets.

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

8 i) During the year ended March 31, 2023 ;

a) The Company has invested in the 67,894,200 shares of '' 10/- each in GMR Highways Limited during the year purchased from GMR Generations Assets Limited. Pursuant to the sanctioned Composite Scheme of Arrangement for Amalgamation amongst GMR Tuni-Anakapalli Expressways Limited, GMR Tambaram Tindivanam Expressways Limited (Transferor

Companies), GMR Highways Limited ("Transferee Company") and their respective Shareholders and Creditors sanctioned vide Order dated August 03, 2022 by Hon''ble National Company Law Tribunal, Mumbai Bench (NCLT), allotment of 67,894,200 equity shares of '' 10/- each was made to GMR Generations Assets Limited on September 06, 2022.

b) Investment in 50,000 shares of '' 10/- each in GGEL during the year.

c) GPUIML has bought back 147,655,405 equity shares at USD 1.48 per share during the year.

d) The Company has sold the 4,900 equity shares of '' 10/- each in GMR (Badrinath) Hydro Power Generation Private Limited.

e) DSL has issued 22,702,703 equity shares to the Company for early conversion of existing 8% compulsorily convertible preference shares of '' 10 each at '' 18.50 per equity share.

f) The Company has purchased Non Convertible Debentures from Synergy Metals & Mining Investment Holdings Limited (''Synergy'') worth '' 500 crore issued by GRSPPL .

g) The Company has investment in subsidiary GPUIML and GPUIML has further invested in step down subsidiary GCRPL including other overseas entities. During the year ended March 31, 2023, GCRPL, has entered into a Share Purchase Agreement (''SPA'') with PT Radhika Jananta Raya ("Buyer") a subsidiary of PT ABM Investama Tbk ("PTABM") and PTABM to divest its 30% equity stake in PT Golden Energy Mines Tbk ("PT GEMS"), an associate of GCRPL, following a competitive bidding process. On closing, GCRPL has received a gross consideration of USD 42.00 crore. Further, GCRPL is also entitled to receive a deferred consideration based on mutually agreed milestones. The transaction was subject to certain conditions precedent, which have been completed.

The Company has recorded a decline of '' 59.83 crore in the fair value of equity (including the impact of the aforesaid SPA) in GPUIML (the holding company of GCRPL which held investments in PT GEMS as mentioned above) in "Other Comprehensive Income" during the year ended March 31, 2023 respectively.

Above downside has been recorded primarily due to investment in PTGEMS was carried at Fair Value

through Other Comprehensive income (FVTOCI) in accordance with Ind AS 109 (Financial Instruments).

ii) During the year ended March 31, 2022 ;

a) Investment in 142, 12% unsecured Optionally Convertible Cumulative Debentures of '' 1,000,000/-each in GMR Krishnagiri SIR Limited redeemed during the year.

b) Investment in 0.01% optionally convertible debentures of '' 10,000,000/- each and 0.01% optionally convertible debetures (OCDs) of '' 1,00,000 each in GMR SEZ Port Holding Limited redeemed during the year.

c) During the year, the Company has transferred the Compulsorily Convertible Debentures in GMR Bajoli Holi Hydropower Private Limited (a joint venture of

GEL) to GMR Rajam Solar Power Private Limited (a joint venture of GEL) under the novation agreement.

d) The Company has invested in 100,000,000, 0.001% compulsory convertible debenures (''CCDs'') at a face value of '' 10 each in GASL.The CCDs are compulsorily convertible into equity shares at the face value after 5 years from the date of the allotment. The CCDs are compulsorily convertible at the option of the holder.

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

10 This amount pertains to equity component of 8% compulsorily convertible preference shares issued by DSL, the same has been converted into equity. Refer note 5(8).

11 This includes share held by others on behalf of the Company.

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

- Trade receivables are non-interest bearing.

1. Includes retention money (net of impairment allowances) of '' 0.83 crore (March 31, 2022: '' 0.88 crore). These payments are deducted by customer to ensure performance of the Company''s obligations and hence are receivable on the completion of contract or after the completion of defect liability period as defined in the respective contract and accordingly no discounting has been done for the same.

2. Refer note 16 for information on trade receivables pledged as security against borrowings.

3. Payment is generally received from customers (excluding retention money) in due course as per agreed terms of contract with customers which usually ranges from 0 - 30 days.

(ii) The Company has made a provision for diminution in the value of loan of '' 977.44 crore as at March 31, 2023 (March 31, 2022: '' 776.60 crore). Further, provision for diminution in the value of loan during the year has been disclosed as an ''exceptional item'' in the standalone financial statements of the Company for the year ended March 31, 2023.

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

(iv) The above loans have been given for business purpose.

(v) The loans that fall under the category of "Loans - Non current" are repayable after one year.

(i) The National Company Law Tribunal ("NCLT"), Mumbai vide its order pronounced on December 22, 2021 had sanctioned the Composite Scheme of Arrangement. The Scheme has been made effective from December 31, 2021 and as per the Scheme the existing paid up share capital of '' 0.10 crore held by GMR Airports Infrastructure Limited (formerly GMR Infrastructure Limited) (''GIL'') stands cancelled. In terms of the Scheme the Company had alloted 1 shares of '' 5/- each to shareholders of GIL for every 10 shares held in GIL. Accordingly on January 31, 2022 603,594,528 equity shares of '' 5/- each aggregating '' 301.80 crore have been alloted and the shares held by GIL stands cancelled. (refer note 45)

c. Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of '' 5 per share. Every member holding equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees.

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

*Includes shares held as karta of HUF and trustee of trust

# The total promoters and promoters group shareholding as on March 31, 2023 is 361,116,914 shares constituting 59.83% (March 31, 2022: 361,116,914 shares constituting 59.83%) of the paid up equity share capital of the Company.

g. Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

The Company has not made any buy-back of shares, nor has there been an issue of shares by way of bonus share without payment being received in cash since the incorporation of the Company.

Pursuant to the composite scheme of arrangement (refer note 45), the Company on January 31, 2022 allotted 603,594,528 equity shares of '' 5/- each to the shareholders of GIL. These shares were issued for consideration other than cash.

h. Shares reserved for issue under options

For details of shares reserved for issue on conversion of foreign currency convertible bonds (''FCCB''), refer note 16(1) related to terms of conversion/ redemption of FCCB.

1. Equity component of related party loan has been created on interest free loan provided by related parties. The same has been converted into interest bearing loans during the current year resulting in extinguishment of equity component of related party loan.

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

3. Capital reserve created pursuant to composite scheme of amalgamation and arrangement. [refer note 14(b)(i)]

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

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

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

1. GMR Airports Infrastructure Limited (''GIL'') (formerly GMR Infrastructure Limited) had issued 6 (six) Foreign Currency Convertible Bonds (FCCBs) of USD 50,000,000 each, aggregating to USD 300 million due in 2075 to the Kuwait Investment Authority ("KIA") on December 10, 2015. The National Company Law Tribunal (NCLT), Mumbai vide its order dated on December 22, 2021 had approved the Composite Scheme of Amalgamation and Arrangement amongst GMR Power Infra Limited, GIL and the Company ("Scheme"). The Scheme inter-alia provides for Demerger of EPC and Urban Infra business of GIL into the Company. In accordance with the requirements of Section 2(19AA) of the Income Tax Act, 1961, part of the liability pertaining to the outstanding FCCBs of GIL attributable to the Demerged Undertaking stands vested to the Company pursuant

to the Demerger. Thus, upon effectiveness of the Scheme, subject to necessary regulatory approval, FCCBs of USD 275 million stands vested to the Company. To give effect to the split of FCCBs between GIL and the Company, GIL, KIA and the Company had entered into an agreement on January 12, 2022 inter-alia for redenomination of the FCCBs into a total of 300 FCCBs, each having a face value of USD 1,000,000, from 6 FCCBs of USD 50,000,000 each and split of FCCBs between GIL and the Company such that GIL will retain FCCBs of USD 25 million and remaining FCCBs of USD 275 million which stands vested to the Company. The tenure of FCCBs is 60 years from the date of allotment by GIL and the USD 275 million FCCBs outstanding in the Company if converted shall account for 111,241,666 equity shares of the Company. The right of conversion of any or all of

the FCCBs to equity shares of GIL and / or GPUIL, will need to be simultaneously exercised in the equivalent ratio.

The outstanding amount as at March 31,2023 is '' 2,214.34 crore (March 2022: '' 2,042.41 crore). Interest is payable on annual basis. As at March 31, 2023, FCCB holders have not exercised the conversion option. The Company needs to take necessary steps in case the bondholders direct the Company to list the FCCBs on the Singapore Exchange Trading Limited. Also refer note 16(18) below.

2. Indian rupee term loan from a bank of '' Nil (March 31, 2022: '' 19.05 crore) carries interest @ base rate of lender plus spread of 1.25% p.a. (March 31, 2022: base rate of lender plus spread of 1.25% p.a.) and interest is payable on a monthly basis. The loan is secured by i) 10% of cash margin on the outstanding amount in the form of lien on fixed deposits in favour of the lender ii) an exclusive charge on assets created out of underlying facility by GMR Infrastructure (Singapore) Pte Limited (''GISPL'') in favour of lender approved correspondent bank iii) second charge on cash flows of GISPL from coal trading under Coal Sales and Purchase Agreement with GCRPL iv) exclusive charge on loans given to GEL v) DSRA covering interest payment for the next three months and vi) securities as set out in note 16(17). The loan is repayable in fourteen unequal semi-annual instalments commencing after twelve months from the date of first disbursement. Further the lender has certain mandatory prepayment rights as per the terms of the agreements, including amendments thereof. Further during the current year the Company has repaid the entire loan.

3. Indian rupee term loan from a bank of '' Nil (March 31, 2022: '' 509.95 crore) carries interest @ lender''s marginal cost of funds based lending rate (''MCLR'') plus spread of 3.10% p.a. (March 31, 2022: MCLR plus spread of 3.10% p.a.) and interest is payable on a monthly basis. The loan is secured by (i) first charge on the assets taken on loan by the Company to provide minimum cover of 1.00 times of the facility outstanding (ii) extension of pledge over 20% shares of GEL along with all beneficial/economic voting rights (already cross collateralized for existing term loan facilities at the Company, RSSL, GGAL (Term Loan-I) GMRHL (Term Loan-I)) (iii) additional pledge over 8% shares of GEL along with all beneficial/economic voting rights and non disposal undertaking over 2% shares of GEL (prior to disbursement) (iv) pledge over 26% shares of GMR Airports Limited along with all beneficial/ economic voting rights (v) margin of 19.14% of outstanding amount (in form of FD/cash or any other instrument to the satification of the lender). The loan is repayable in fourteen half yearly structured instalments commencing after a moratorium period of one year from the date of first disbursement. Further

the lender has certain mandatory prepayment rights as per the terms of the agreements. Further during the current year the Company has repaid the entire loan. Also refer note 16(17) below.

4. Indian rupee term loan from a bank of '' Nil (March 31, 2022: '' 208.10 crore) carries interest @ MCLR plus spread of 1.45% p.a. (March 31,2022: MCLR plus spread of 1.45% p.a.) and interest is payable on a monthly basis. The loan is secured by i) first charge on assets created out of this facility ii) 10% of cash margin on the outstanding amount in the form of lien on fixed deposits in favour of the lender and iii) securities as set out in note 16(17). The loan is repayable in twenty eight structured quarterly instalments commencing from October 2017. Further the lender has certain mandatory prepayment rights as per the terms of the agreements, including amendments thereof. Further during the current year the Company has repaid the entire loan.

5. Indian rupee term loan from a bank of '' 14.42 crore (March 31, 2022: '' 26.86 crore) carries interest @ base rate of lender plus spread of 4.75% p.a. (March 31, 2022: base rate of lender plus spread of 4.75% p.a.) payable on a monthly basis. The loan is secured by (i) first pari passu charge on 121.07 acres of land held by GKSIR and (ii) . The loan is repayable in twelve structured quarterly instalments commencing from April 25, 2021 and ending on January 25, 2024 as per the revised agreement dated May 27, 2016. (ii) first ranking pledge/NDU over 49% of equity shares of GGAL iii) DSRA covering interest payment for the next three months Further the lender has certain mandatory prepayment rights as per the terms of the agreements, including amendments thereof.

6. Indian rupee term loan from a financial institution of '' 87.62 crore (March 31, 2022: '' 131.04 crore) carries interest @ 12.15% p.a. (March 31, 2022: 12.15% p.a.) payable on a quarterly basis. The loan is repayable in six equal annual instalments commencing at the end of five years from the date of first disbursement. The loan is secured by an exclusive first charge on certain immovable properties located in the State of Telangana owned by Namitha Real Estate Private Limited (NREPL), a subsidiary of the Company, Corporate Infrastructure Services Private Limited (''CISPL''), a fellow subsidiary, Varalaxmi Jute & Twine Mills Private Limited, Vijay Niwas Real Estates Private Limited and Smt. G. Varalakshmi.

7. Loan of '' 44.70 crore (March 31, 2022: '' 44.68 crore) from a fellow subsidiary, GMR Airport Developers Limited (''GADL'') carries interest @ 12.95% p.a. (March 31,2022: 12.95% p.a.) and is payable on a monthly basis. The loan is to be repaid on June 30, 2024.

8. Loan of '' 203.45 crore (March 31, 2022: '' 409.64 crore) from a fellow subsidiary, GMR Infra Developers Limited (''GIDL'') carries interest 17.25% p.a, 18.25% and 19.46% p.a (March 31, 2022: 19.46% and 17.25%) and is payable along with the principal. The loan is repayable after 3 years from the date of disbursement of the loan.

9. Loan of '' 175.00 crore (March 31, 2022''175.00 crore), from a fellow subsidiary, GMR Corporate Affairs Limited (''GCAL'') which carried interest @ 17% p.a. (March 31, 2022: 17%) payable on monthly basis. The principal is repayable on July 07, 2023.

10. Loan of '' 216.00 crore (March 31, 2022''216.00 crore) from a fellow subsidiary, GMR Airports Limited (''GAL'') which carried interest @ 16% p.a. (March 31, 2022: 16%) payable on monthly basis. The principal is repayable on June 30, 2024.

11. Loan of '' 327.01 crore (March 31, 2022''153.61 crore) from a fellow subsidiaries, which carried interest ranging between @ 11% p.a and 12.25% p.a. (March 31, 2022: 0% to 11%) and is payable along with repayment of principal or on such intervals as may otherwise be agreed upon by the parties.

12. Loan of '' Nil (March 31,2022 '' 113.55 crore) from its subsidiaries, which carried interest ranging between @ 10% p.a to 12% p.a (March 31, 2022: 10% to 12%) and is payable along with repayment of principal or on such intervals as may otherwise be agreed upon by the parties.

13. Loan of '' 48.84 crore (March 31, 2022''48.84 crore) from its subsidiary, GMR Pochanpalli Expressways Limited which carried interest @ 10% p.a. (March 31,2022: 10%) payable at the end of the term. The principal is repayable on March 30, 2024.

14. Loan of '' 94.87 crore (March 31, 2022''90.72 crore) from its subsidiaries, which carried interest @ 10% p.a. (March 31,2022: 10%) payable at the end of the term. The principal is repayable on March 30, 2024.

15. Loan of '' 31.20 crore (March 31, 2022''31.20 crore) from its subsidiaries, which carried interest @ 17% p.a. (March 31,2022: 17%) payable at the end of the term. The principal is repayable on June 07, 2025.

16. Out of Bank overdrafts of '' 114.50 crore, overdrafts amounting to '' 108.96 crore (DFCC Project Package 201''59.82 crore, DFCC Project Package 202''49.14 crore) {(March 31, 2022: '' 176.70 crore (DFCC Project Package 201 '' 63.21 crore, DFCC Project Package 202''109.10 crore and Other '' 4.39 crore)} and working capital loan amounting to '' 93.00 crore (DFCC Project Package 201) {March 31, 2022: '' 93.13 crore (DFCC Project Package 201)} is secured by

A) First pari passu charge on current assets of GIL SIL-JV and the Company (DFCC Project Package 202) with IDBI Bank,

B) First charge ranking Pari-Passu on the Escrow Account (in the name of GIL-SIL JV) maintained for the purpose of Project Package 202 along with other working capital as well as term loan lenders and first pari-passu charge on equipment financed by Laksmi Vilas Bank (''LVB'') (Note : Loan with LVB has fully repaid by the Company hence the charge may be treated as first charge against earlier 2nd pari passu charge).

C) First mortgage on the Company''s and GIL-SIL JV entire fixed assets pertaining to DFCC Package 201 (if any) and first charge by way of hypothecation on all movable assets (excluding all equipments funded by central bank) including but not limited to all current / non-current assets in respect of project (Package 201) both present and future ranking pari-passu with other working capital and NFB / BG Lenders.

D) First charge on all company''s and GIL-SIL JV''s bank accounts including, without limitation, the TRA/ Escrow/ Designated account and each of the other accounts as required to be created by company for this project under any project document or contract.

E) A first charge / assignment/ security interest on the Company''s rights under the Engineering, Procurement & Construction (EPC) agreement, major project documents and contracts and all licenses, permits, approvals, consents and insurance policies in respect of the present project.

F) Assignment of contractor guarantees, liquidated damages, letter of credit, guarantee or performance bond that may be provided by any counter party under any project agreement or contract in favor of the Company and insurance policies etc. pertaining to this project.

The aforesaid security would rank pari-passu with all the security

created/ to be created in favour of the lenders and working

capital lenders, if any for securing the fund based and non-fund

based working capital limits for the project (DFCC Package 201).

Collateral Security:

(1) Exclusive charge by way of mortgage of around 208.835 acres vacant land situated at Ayyarnpalli and Nagamangalam, villages near Hosur, Tamil Nadu. The land stands in the name of GMR Krishnagiri SIR Limited (''GKSIR'').

(2) Exclusive charge by way of mortgage of residential property at Jaynagar 4th block, Bengaluru standing in the name of B V Nageswara Rao measuring 2,494 Sq.ft.

(3) Pari Passu charge on fixed assets of DFCC Project Package 201 present and future.

(4) Exclusive charge on 70 acres of land owned by GMR Krishnagiri SIR Limited.

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

Mr . B V Nageswara Rao, Group Director, (to the extent of the

value of the property offered as collateral security i.e '' 5.80 crore);

GKSIR, Lilliam Properties (P) Limited and Suzone Properties (P)

Limited and GMR Krishnagiri Special Investment Region Ltd,

being the owner of the collateral security offered.

17. Securities for the facilities mentioned in note 3,4,5

a) First charge over 30% pledge of shares of RSSL and 70% shares under Non Disclosure Undertaking (''NDU'') arrangement to be kept in lender''s demat account.

b) Charge over 30% pledge of shares of GGAL.

c) Pledge over 30% shares of GMRHL held by the Company along with DSL.

d) Undertaking from the Company to hold majority stake in GMRHL.

e) Pledge/charge on the advances/CCPS invested by GISPL in GCRPL in favour of lender/ lender approved correspondent bank.

f) Mortgage on office space at Bandra Kurla Complex, Mumbai.

g) Pledge over 26% shares of GMR Airport Limited (GAL) along with all beneficial/economic voting rights.

18. Detail of period and amount of delays;March 31,2023

The Company had dues to bonds holders as on March 31, 2023 amounting to '' 795.37 crore which were overdue for more than 90 days.

March 31,2022

The Company had dues to bonds holders as on March 31, 2022 amounting to '' 528.03 crore which were overdue for more than 90 days.

1. In July 2010, IDFC and Temasek (''PE investors'') had made certain investments through preference shares in GMR Energy Limited (GEL). There were certain amendments to the original arrangement between the Company, GEL and the PE investors. Per the latest amended Subscription and Shareholder Agreement executed in May 2016, preference shares held by the PE investors were converted into equity shares of GEL. Post conversion, the PE investors held 17.85% of equity shares in GEL with an exit option within the timelines as defined in the aforesaid amended agreement. As the said timelines have expired, the PE investors have sought for an exit without any further extensions and consequently, the Company has recognized the financial liability of '' 996.93 crore (March 31, 2022: '' 1,086.93 crore) in the standalone financial statements.

Out of the 17.85% additional stake 2.13% holding has been transferred to GPUIL as at March 31, 2023. (0.84% holding transferred to GPUIL as at March 31, 2022).

1. Includes retention money of '' 134.32 crore (March 31, 2022: '' 104.02 crore). Retention money is payable on the completion of the contracts or after the completion of the defect liability period as defined in the respective contracts.These payments are kept as retention to ensure performance of the vendor obligation and hence are not discounted for present value of money

2. Terms and conditions of the above financial liabilities:

- Trade payables are non-interest bearing

- For explanations on the Company''s credit risk management processes, refer note 36(c)

- The dues to related parties are unsecured.

29. Income tax

Business loss can be carried forward for a maximum period of eight assessment years immediately succeeding the assessment year to which the loss pertains. Unabsorbed depreciation can be carried forward for an indefinite period.

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

At the time of filing income tax return for financial year ended March 31, 2022, the Company has decided to opt for the aforementioned regime. Deferred tax is the effect of timing differences between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

The Company has not recognised deferred tax asset on unused tax losses and unabsorbed depreciation of '' 1,384.90 crore (March 31, 2022 : '' 1,630.45 crore) and other deductible temporary differences of '' 1,009.41 crore (March 31,2022 : '' 808.57 crore).The unused tax losses will be adjustable till assessment year 2031-32.

Pursuant to Composite Scheme of Amalgamation and Arrangement as sanctioned by the Hon''ble National Company Law Tribunal, Bench at Mumbai vide its order dated December 22, 2021, GIL has allocated the business losses and unabsorbed depreciation between GMR Airports Infrastructure Limited (formerly GMR Infrastructure Limited) ("the Demerged Company") and GMR Power and Urban Infra Limited ("the Resulting Company").

30. Earnings per share (EPS)

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

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

(i) During the year ended March 31, 2016, the Company had issued FCCB''s, however, the same have not been included in the calculation of diluted earnings per share for period ended March 31, 2023 and March 31, 2022 respectively since those are antidilutive.

31 Significant accounting judgements, estimates and assumptions

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

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

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

Estimates and assumptions

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

a. Taxes

Deferred tax assets are recognised for unused tax losses to th

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