Provisions are recognised when the Company has apresent obligation (legal or constructive) as a result ofa past event, it is probable that an outflow of resourcesembodying economic benefits will be required to settlethe obligation and a reliable estimate can be made ofthe amount of the obligation. When the Companyexpects some or all of a provision to be reimbursed,for example, under an insurance contract, thereimbursement is recognised as a separate asset, butonly when the reimbursement is virtually certain. Theexpense relating to a provision is presented in thestatement 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 ratethat reflects, when appropriate, the risks specific to theliability. When discounting is used, the increase in theprovision due to the passage of time is recognised as afinance cost.
A provision for onerous contracts is recognised whenthe expected benefits to be derived by the Companyfrom a contract are lower than the unavoidable cost ofmeeting its obligations under the contract. Theprovision is measured at the present value of the lowerof the expected cost of terminating the contract andthe expected net cost of continuing with the contract.Before a provision is established, the Companyrecognises any impairment loss on the assets associatedwith that contract.
A contingent liability is a possible obligation that arisesfrom past events whose existence will be confirmed bythe occurrence or non-occurrence of one or moreuncertain future events beyond the control of theCompany or a present obligation that is not recognizedbecause it is not probable that an outflow of resourceswill be required to settle the obligation. A contingentliability also arises in extremely rare cases where thereis a liability that cannot be recognized because it cannotbe measured reliably. The Company does not recognizea contingent liability but discloses its existence in thestandalone financial statements.
Provisions and contingent liability are reviewed at eachbalance sheet date.
Retirement benefit in the form of provident fund,pension fund and superannuation fund are definedcontribution schemes. The Company has no obligation,other than the contribution payable. The Companyrecognizes contribution payable to provident fund,pension fund and superannuation fund as expenditure,when an employee renders the related service. If thecontribution payable to the scheme for service receivedbefore the balance sheet reporting date exceeds thecontribution already paid, the deficit payable to thescheme is recognized as a liability after deducting thecontribution already paid. If the contribution alreadypaid exceeds the contribution due for services receivedbefore the balance sheet date, then excess is recognizedas an asset to the extent that the pre-payment will leadto, for example, a reduction in future payment or a cashrefund.
Accumulated leave, which is expected to be utilizedwithin the next twelve months, is treated as short-termemployee benefit. The Company measures the expectedcost of such absences as the additional amount that itexpects to pay as a result of the unused entitlement
that has accumulated at the reporting date.
The Company treats accumulated leave expected to becarried forward beyond twelve months, as long-termemployee benefit for measurement purposes. Suchlong-term compensated absences are provided forbased on the actuarial valuation using the projectedunit credit method at the year-end.
The Company presents the leave as a current liability inthe standalone balance sheet, to the extent it does nothave an unconditional right to defer its settlement fortwelve months after the reporting date.
The cost of providing benefits under the defined benefitplan is determined using the projected unit creditmethod using actuarial valuation to be carried out ateach balance sheet date.
In case of funded plans, the fair value of the plan assetsis reduced from the gross obligation under the definedbenefit plans to recognise the obligation on a net basis.
Re-measurements, comprising of actuarial gains andlosses, the effect of the asset ceiling, excluding amountsincluded in net interest on the net defined benefitliability and the return on plan assets (excludingamounts included in net interest on the net definedbenefit liability), are recognised immediately in thestandalone balance sheet with a corresponding debitor credit to retained earnings through OCI in the periodin which they occur. Re-measurements are notreclassified to the statement of profit and loss insubsequent periods.
Past service costs are recognised in the statement ofprofit and loss on the earlier of:
a. The date of the plan amendment or curtailment,and
b. The date that the Company recognises relatedrestructuring costs
Net interest is calculated by applying the discount rateto the net defined benefit liability or asset. The Companyrecognises the following changes in the net definedbenefit obligation as an expense in the statement ofprofit and loss:
a. Service costs comprising current service costs,past-service costs, gains and losses on curtailmentsand non-routine settlements; and
b. Net interest expense or income.
Financial assets and financial liabilities are recognisedwhen the Company becomes a party to the contractembodying the related financial instruments. Allfinancial assets, financial liabilities and financialguarantee contracts are initially measured at transaction
cost and where such values are different from the fairvalue, at fair value. Transaction costs that are directlyattributable to the acquisition or issue of financial assetsand financial liabilities (other than financial assets andfinancial liabilities at fair value through profit and loss)are added to or deducted from the fair value measuredon initial recognition of financial asset or financialliability. Transaction costs directly attributable to theacquisition of financial assets and financial liabilities atfair value through profit and loss are immediatelyrecognised in the statement of profit and loss. In caseof interest free or concession loans/debentures/preference shares given to subsidiaries, associates andjoint ventures, the excess of the actual amount of theloan over initial measure at fair value is accounted asan equity investment. On de-recognition of suchfinancial instruments in its entirety, the differencebetween the carrying amount measured at the date ofde-recognition and the consideration received isadjusted with equity component of the investments.
The Company has made an irrevocable election tomeasure investments in equity instruments issued bysubsidiaries, associates and joint ventures at Fair ValueThrough Other Comprehensive Income (FVTOCI).Amounts recognised in Other Comprehensive Incomeare not subsequently reclassified to the statement ofprofit and loss.
Investment in preference shares/ debentures of thesubsidiaries are treated as equity instruments if thesame are convertible into equity shares or areredeemable out of the proceeds of equity instrumentsissued for the purpose of redemption of suchinvestments. Investment in preference shares/debentures not meeting the aforesaid conditions areclassified as debt instruments at amortised cost.
The effective interest method is a method of calculatingthe amortised cost of a financial instrument and ofallocating interest income or expense over the relevantperiod. The effective interest rate is the rate that exactlydiscounts future cash receipts or payments through theexpected life of the financial instrument, or whereappropriate, a shorter period.
Financial assets are subsequentlymeasured at amortised cost if thesefinancial assets are held within a businessmodel whose objective is to hold theseassets in order to collect contractual cashflows and the contractual terms of the
financial asset give rise on specified datesto cash flows that are solely payments ofprincipal and interest on the principalamount outstanding.
Financial assets are measured at fair valuethrough other comprehensive income ifthese financial assets are held within abusiness model whose objective is tohold these assets in order to collectcontractual cash flows or to sell thesefinancial assets and the contractual termsof the financial asset give rise onspecified dates to cash flows that aresolely payments of principal and intereston the principal amount outstanding.
Financial asset not measured atamortised cost or at fair value throughother comprehensive income is carriedat fair value through the statement ofprofit and loss.
For financial assets maturing within oneyear from the balance sheet date, thecarrying amounts approximate fair valuedue to the short maturity of theseinstruments.
• Impairment of financial assets
Loss allowance for expected credit losses isrecognised for financial assets measured atamortised cost and fair value through thestatement of profit and loss.
The Company recognises impairment loss ontrade receivables using expected credit lossmodel, which involves use of provision matrixconstructed on the basis of historical creditloss experience as permitted under Ind AS 109- Impairment loss on investments.
For financial assets whose credit risk has notsignificantly increased since initial recognition,loss allowance equal to twelve monthsexpected credit losses is recognised. Lossallowance equal to the lifetime expectedcredit losses is recognised if the credit risk onthe financial instruments has significantlyincreased since initial recognition.
• De-recognition of financial assets
The Company de-recognises a financial assetonly when the contractual rights to the cashflows from the financial asset expire, or ittransfers the financial asset and the transferqualifies for de-recognition under Ind AS 109.
If the Company neither transfers nor retainssubstantially all the risks and rewards ofownership and continues to control thetransferred asset, the Company recognises itsretained interest in the assets and anassociated liability for amounts it may haveto pay.
If the Company retains substantially all therisks and rewards of ownership of atransferred financial asset, the Companycontinues to recognise the financial asset andalso recognises a collateralised borrowing forthe proceeds received.
On de-recognition of a financial asset in itsentirety, the difference between the carryingamounts measured at the date of de¬recognition and the consideration received isrecognised in standalone statement of profitand loss.
For trade and other receivables maturingwithin one year from the balance sheet date,the carrying amounts approximate fair valuedue to the short maturity of these instruments.
(b) Financial liabilities and equity instruments
• Classification as debt or equity
Financial liabilities and equity instrumentsissued by the Company are classifiedaccording to the substance of the contractualarrangements entered into and the definitionsof a financial liability and an equity instrument.
An equity instrument is any contract thatevidences a residual interest in the assetsof the Company after deducting all of itsliabilities. Equity instruments arerecorded at the proceeds received, netof direct issue costs.
Financial liabilities are initially measuredat fair value, net of transaction costs, andare subsequently measured at amortisedcost, using the effective interest ratemethod where the time value of moneyis significant. Interest bearing bank loans,overdrafts and issued debt are initiallymeasured at fair value and aresubsequently measured at amortisedcost using the effective interest ratemethod. Any difference between theproceeds (net of transaction costs) andthe settlement or redemption of
borrowings is recognised over the termof the borrowings in the statement ofprofit and loss.
For trade and other payables maturingwithin one year from the balance sheetdate, the carrying amounts approximatefair value due to the short maturity ofthese instruments.
• Financial guarantee contracts
Financial guarantee contracts issued by theCompany are those contracts that require apayment to be made to reimburse the holderfor a loss it incurs because the specified debtorfails to make a payment when due inaccordance with the terms of a debtinstrument. Financial guarantee contracts arerecognised initially as a liability at fair value,adjusted for transaction costs that are directlyattributable to the issuance of the guarantee.Subsequently, the liability is measured at thehigher of the amount of loss allowancedetermined as per impairment requirementsof Ind AS 109 and the amount recognised lesscumulative amortisation.
• Put option liability
The potential cash payments related to putoptions issued by the Company over theequity of subsidiary companies to non¬controlling interests are accounted for asfinancial liabilities when such options may onlybe settled other than by exchange of a fixedamount of cash or another financial asset fora fixed number of shares in the subsidiary.The financial liability for such put option isaccounted for under Ind AS 109.
The amount that may become payable underthe option on exercise is initially recognisedat fair value under other financial liabilitieswith a corresponding debit to investments.
If the put option is exercised, the entityderecognises the financial liability bydischarging the put obligation. In the eventthat the option expires unexercised, theliability is derecognised with a correspondingadjustment to investment
• De-recognition
A financial liability is derecognised when theobligation under the liability is discharged orcancelled or expires. When an existingfinancial liability is replaced by another fromthe same lender on substantially differentterms, or the terms of an existing liability aresubstantially modified, such an exchange or
modification is treated as the de-recognitionof the original liability and the recognition ofa new liability. The difference in the respectivecarrying amounts is recognised in thestatement of profit and loss.
(c) Off-setting of financial instruments
Financial assets and financial liabilities are offsetand the net amount is reported in the standalonebalance sheet if there is a currently enforceablelegal right to offset the recognised amounts andthere is an intention to settle on a net basis, torealise the assets and settle the liabilitiessimultaneously.
p. Convertible preference shares/ debentures
Convertible preference shares/debentures areseparated into liability and equity components basedon the terms of the contract.
On issuance of the convertible preference shares/debentures, the fair value of the liability component isdetermined using a market rate for an equivalent non¬convertible instrument. This amount is classified as afinancial liability measured at amortised cost (net oftransaction costs) until it is extinguished on conversionor redemption.
The remainder of the proceeds is allocated to theconversion option that is recognised and included inequity since conversion option meets Ind AS 32 criteriafor conversion right. Transaction costs are deductedfrom equity, net of associated income tax. The carryingamount of the conversion option is not re-measured insubsequent years.
Transaction costs are apportioned between the liabilityand equity components of the convertible preferenceshares/debentures based on the allocation of proceedsto the liability and equity components when theinstruments are initially recognised.
q. Cash and cash equivalents
Cash and cash equivalent in the standalone balancesheet comprise cash at banks and on hand and short¬term deposits with an original maturity of three monthsor less, which are subject to an insignificant risk ofchanges in value.
For the purpose of the statement of cash flows, cashand cash equivalents consist of cash and short-termdeposits, as defined above, net of outstanding bankoverdrafts as they are considered an integral part ofthe Company's cash management.
r. Foreign currencies
In preparing the financial statements, transactions inthe currencies other than the Company's functionalcurrency are recorded at the rates of exchange
prevailing on the date of transaction. At the end of eachreporting period, monetary items denominated in theforeign currencies are re-translated at the ratesprevailing at the end of the reporting period. Non¬monetary items carried at fair value that aredenominated in foreign currencies are retranslated atthe rates prevailing on the date when the fair valuewas determined. Non-monetary items are measured interms of historical cost in a foreign currency are notretranslated.
Exchange differences arising on translation of long termforeign currency monetary items recognised in thestandalone financial statements before the beginningof the first Ind AS financial reporting period in respectof which the Company has elected to recognise suchexchange differences in equity or as part of cost ofassets as allowed under Ind AS 101 -"First time adoptionof Indian Accounting Standard” are recognised directlyin equity or added/ deducted to/ from the cost of assetsas the case may be. Such exchange differencesrecognised in equity or as part of cost of assets isrecognised in the statement of profit and loss on asystematic basis.
Exchange differences arising on the retranslation orsettlement of other monetary items are included in thestatement of profit and loss for the year.
s. Earnings per share
Basic earnings per share is calculated by dividing thenet profit or loss for the year attributable to equityshareholders (after deducting attributable taxes) by theweighted average number of equity shares outstandingduring the year. The weighted average number of equityshares outstanding during the year is adjusted forevents including a bonus issue.
For the purpose of calculating diluted earnings pershare, the net profit or loss for the period attributableto equity shareholders and the weighted averagenumber of shares outstanding during the period areadjusted for the effects of all dilutive potential equityshares. Potential ordinary shares shall be treated asdilutive when, and only when, their conversion toordinary shares would decrease earnings per share orincrease 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 toimprove an understanding of the performance of theCompany is treated as an exceptional item and the sameis disclosed in the financial statements.
u. Corporate social responsibility ('CSR') expenditure
The Company charges its CSR expenditure during theyear 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 underlyingsubsidiaries which are engaged in energy sector as further detailed in note 3,4 and 5 below, which have accumulated lossesresulting in substantial erosion in their net worth. Based on management's internal assessment with regard to future operationsand valuation assessment by an external expert, the management of the Company has fair valued its investments and forreasons as detailed in 3,4 and 5 below, the management is of the view that the fair value of the Company's investments in GELis appropriate.
3 GMR Warora Energy Limited ('GWEL'), a subsidiary of GEL, entered into a PPA with Maharashtra State Electricity DistributionCompany Limited ('MSEDCL') for sale of power for an aggregate contracted capacity of 200 MW, wherein power was requiredto be scheduled from power plant's bus bar. MSEDCL disputed place of evacuation of power with Maharashtra ElectricityRegulatory Commission ('MERC'), wherein MERC has directed GWEL to construct separate lines for evacuation of power throughState Transmission Utility ('STU') though GWEL was connected to Central Transmission Utility ('CTU'). Aggrieved by the MERCOrder, 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 andbear 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 Orderdated May 08, 2015 upheld GWEL 's contention of scheduling the power from bus bar and directed MSEDCL to reimburse theinter-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 thematter is pending conclusion. Pursuant to notification No. L-1 /250/20 19/CERC, the transmission charges (other than thedeviation 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 forthe period from December 2020 to March 2025. The final obligation towards the transmission charges will be decided based onthe 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 transmissioncharges and also considering the legal opinion received from legal counsel that GWEL has tenable case with respect to theappeal filed by MSEDCL against the said Order which is pending before the Hon'ble Supreme Court of India, GWEL hasconsequentially accounted for the reimbursement of transmission charges of ' 616.33 crore relating to the period from March17, 2014 to November 30, 2020 in its books of accounts. Further the cost of transmission charges as stated with effect fromDecember 2020 has been directly invoiced by PGCIL to DISCOMS and such amount together with aforesaid reimbursement hasbeen disclosed as contingent liability in the financials of GWEL pending the final outcome of the matter in the Hon'ble SupremeCourt 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 torecover the receivables and based on business plans and valuation assessment by an external expert during the year endedMarch 31, 2025, considering key assumptions such as capacity utilization of plant in future years based on current levels ofutilization including merchant sales and sales through other long term PPA's, the management is of the view that the carryingvalue 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 underPhase I and 1*350 MW under Phase II, coal-based power project in Kamalanga village, Orissa and has commenced commercialoperation of Phase I of the project. GKEL has accumulated losses of ' 790.04 crore (March 31: 2024'1,091.14 crore) as at March31, 2025 due to operational difficulties faced during the early stage of its operations. GKEL has generated profits after taxamounting 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 petitionswith the regulatory authorities for settlement of such claims in favour of GKEL. The payment from the customers against theclaims is substantially pending receipt as at March 31, 2025. Based on certain favourable interim regulatory orders with regardto its petition for 'Tariff Determination' and 'Tariff Revision' with its customers, the management is confident of a favourableoutcome towards the outstanding receivables of GKEL.
The management of GKEL based on its internal assessment, external consultant opinion and certain favourable interim regulatoryorders 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 powerplant. There were certain disputes between the parties in relation to the delays in construction and various technical issuesrelating to the construction and operation of the plant. SEPCO served a notice of dispute to GKEL in March 2015 and initiatedarbitration 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 awardunder Section 33 of the Arbitration & Conciliation Act 1996 (as amended). The Arbitral Tribunal considered the applications ofboth the parties and has pronounced the corrected award on November 17, 2020. GKEL already accounted for the aforementionedliability as per the award pertaining to the retention money, unpaid invoices and the Bank Guarantee revoked. GKEL hadchallenged the award under section 34 of the Arbitration and Conciliation Act, 1996 before the Hon'ble High Court of Orissa onFebruary 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 onFebruary 15, 2021 to put aside the Final Award on the basis that impugned award does not fall under the category whichwarrants 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 inviolation of the guidelines laid by the Hon'ble Supreme Court of India for timely pronouncing of judgements, c) Violation ofdue 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 Section34 Judgement. The Hon'ble Supreme Court of India vide its order dated May 15, 2023, has disposed of SLP and allowed GKELto approach the Commercial Appellate Division Bench, as constituted by the Hon'ble High Court of Orissa by way of an appealunder Section 37 of the Arbitration Act with liberty to raise all grounds and contentions. It had further directed that theaforesaid 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 ArbitrationAct before the Hon'ble High Court of Orissa on June 09, 2023, challenging Section 34 judgement and the Award. The Hon'bleHigh Court of Orissa pronounced its judgement on September 27, 2023 wherein it has allowed the Section 37 appeal and setaside Section 34 judgement and the Award. Further, during the year ended March 31, 2024, SEPCO had filed a special leavepetition (SLP) with the Hon'ble Supreme Court of India on December 20, 2023 which was registered on January 30, 2024 by theHon'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 ongoingstatus of the case, the management of GKEL is not expecting any outflows with respect to SEPCO matter in next 12 months fromthe reporting date.
Based on legal advice, the liability including interest and other costs under the Final Award has been set aside until the claimsare raised again by SEPCO basis the available legal recourse, GKEL in its books has made provisions in view of the disputesbetween SEPCO and GKEL, based on generally accepted accounting practices. Irrespective of the heads under which theyappear or their nomenclature/ heading/ title/ narration, etc., such provisions do not make GKEL liable for payment since liabilityis disputed. GKEL expects to have a favourable outcome in the aforesaid pending litigations, hence resulting in reduction ofliabilities towards SEPCO. Consequently, pending conclusion, GKEL has retained liabilities towards SEPCO as per the Arbitrationaward dated September 07, 2020.
In view of these matters explained above, business plans and valuation of GKEL performed by an external expert using thediscounted future cash flows method which is significantly dependent on the achievement of certain key assumptions such asexpansion and optimal utilization of existing plant capacity, timing and amount of settlement of disputes with customers andcapital creditors which are outstanding as on March 31, 2025, the management is of the view that the carrying value of theinvestments 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 CorporateServices Limited ('GASL') and GMR Generation Assets Limited (“GGAL”), ('subsidiaries of the Company') have signed a frameworkagreement 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 cyclepower plant, and
(c) GMR Rajahmundry Energy Limited (“GREL”), engaged in operation of 768 MW natural gas-based combined cycle powerplant.
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 toSynergy and
(iii) GGAL will transfer 51% of GREL's equity stake to Synergy following the release of shares pledge and corporate guaranteefrom the lenders.
The combined value for the transfer of securities for all three entities under the Framework Agreement is ' 653.00 crore, subjectto 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 becompleted 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 AS105 '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 HyderabadVijayawada Expressways Private Limited ('GHVEPL'). GHVEPL, a step-down subsidiary of the Company, has been incurringlosses since the commencement of its commercial operations. These losses are primarily due to loss of revenue arising as aresult of drop in commercial traffic on account of bifurcation of State of Andhra Pradesh and ban imposed on sand mining inthe region. The management of the Group till March 31, 2024 based on its internal assessment and a legal opinion, believedthat these events constitute a Change in Law as per the Concession Agreement and GHVEPL was entitled to a claim for lossessuffered on account of the aforementioned reasons and accordingly filed its claim for the loss of revenue till the year endedMarch 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 toproceed 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 (before14th anniversary of the appointed date). If 6 laning was not carried out (if so required by NHAI/ desired by GHVEPL), concessionperiod would be restricted to 15 years as against 25 years. GHVEPL had been amortising intangible assets over the concessionperiod of 25 years.
The Arbitral Tribunal vide its order dated March 31, 2020, had pronounced the award unanimously, upholding GHVEPL'scontention. Further, the said tribunal order was also upheld by the Hon'ble High Court of Delhi and division bench of theHon'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 GHVEPLaccepted and accordingly a Conciliation Committee of Independent Expert was formed. Based on the meetings and discussionsof the issues at length, NHAI and GHVEPL reach an amicable settlement at ' 1,387.21 crore along with early hand over of theProject back to NHAI w.e.f. July 01, 2024. The Settlement Agreement dated June 13, 2024 was entered between NHAI andGHVEPL. GHVEPL has settled the outstanding dues to the senior lenders out of the proceeds of compensation received fromNHAI.
Further, till the date of settlement, the Company determined the fair valued its investments in GHVEPL using Discounting Cashflow method considering management intention to operate the highway project and receive ongoing claims. However, aftersuch settlement the management of the Company has reassessed the fair value of investment after considering the impact ofthe 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 theventurers have incorporated a Company viz, Portus Ventures Private Limited ('PVPL'). The Company has invested in 2,600 fullypaid 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 inGRSSPL 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 redemptionamount 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 into440,000,000, 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 frameworkagreement with Synergy Investments Holding Limited ("Synergy”) for the divestment of their respective stakes inGBHHPL, engaged in operation of 180 MW hydro-electric power project. Accordingly, the Company has shown itsinvestment in 440,000,000, 0.01% Compulsory Convertible Debentures (CCD) in GBHHPL as Assets classified as heldfor 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, freelytransferable, 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 Debenturesof 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 ' 175.00crore 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 ' 30.84crore 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 theinvestment was accounted as Investment under equity method in accordance with Ind AS. The Company entered intoa 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 purchaseconsideration of ' 237.55 crore (USD 28.50 million). The Company paid the entire purchase consideration of ' 237.55crore on November 21, 2023 ('transaction date).
With this complete buy-out of Tenaga stake, the Shareholders Agreement ("SHA”) with Tenaga stands terminatedthereby increasing the shareholding of the Group by 29.14% and enabling control over GEL. Hence the Investment inGEL 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 GMRWelfare 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% CompulsorilyConvertible 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% CompulsorilyConvertible 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 beenconverted 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 anyother person. Nor any trade or other receivable are due from firms or private companies respectively in which any directoris 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 paymentsare deducted by customer to ensure performance of the Company's obligations and hence are receivable on the completionof contract or after the completion of defect liability period as defined in the respective contract and accordingly nodiscounting 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 contractwith 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 CurrencyConvertible Bonds (FCCBs ) of USD 5,00,00,000 each, aggregating to USD 300 million due in 2075 to the Kuwait InvestmentAuthority ("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 andthe Company (" Scheme”). The Scheme inter-alia provides for Demerger of EPC and Urban Infra business of GAL into theCompany. In accordance with the requirements of Section 2(19AA) of the Income Tax Act, 1961, part of the liability pertainingto the outstanding FCCBs of GAL attributable to the Demerged Undertaking stands vested to the Company pursuant to theDemerger. Thus upon effectiveness of the Scheme, subject to necessary regulatory approval, FCCBs of USD 275 million standsvested to the Company. To give effect to the split of FCCBs between GAL and the Company, the Company, GAL and KIA hadentered into an agreement on January 12, 2022 inter-alia for redenomination of the FCCBs into a total of 300 FCCBs, eachhaving 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 Companysuch 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 theCompany if converted shall account for 111,241,666 equity shares of the Company. The right of conversion of any or all of theFCCBs to equity shares of GAL and/or GPUIL, will need to be simultaneously exercised in the equivalent ratio. The outstandingamount 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), havebeen transferred by KIA to two eligible lenders i.e., Synergy Industrials Metals and Power Holdings Limited (“Synergy”) (USD154 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 theFCCB holders are equity investors, and as a part of the overall commercials between the Company and the FCCB holders, theFCCB holder waived off the outstanding accrued interest on such FCCB's amounting ' 1,175.75 crore. The Company has recognizedgain 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 andsecured 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 besecured by first ranking and exclusive mortgage on certain properties of its subsidiaries and a first ranking and exclusive chargeby way of hypothecation on the designated account and all amounts lying therein from time to time under and pursuant to thedeed 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. (March31, 2024: 12.15% p.a.) payable on a quarterly basis. The loan is repayable in six equal annual installments commencing at theend of five years from the date of first disbursement. The loan is secured by an exclusive first charge on certain immovableproperties located in the State of Telangana owned by Namitha Real Estate Private Limited (NREPL), a fellow subsidiary of theCompany, 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 theentire 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 mortgageover 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) carriesinterest @ 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 accruedinterest 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, theprincipal is having 48 months moratorium and the same is repayable on structured annual installments basis (30% at the end of48 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 3rdyear. Interest for 4th, 5th and 6th year will be paid on yearly basis. Also, the principal is having 48 months moratorium and thesame is repayable on structured annual installments basis (30% at the end of 48 month, 30% at the end of 60 month and finalinstallment 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') whichcarried interest @ 7.25% p.a. (March 31, 2024: 17% & 7.25%) payable after 2 years of moratorium, all the accrued interest till 3years 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 48months moratorium and the same is repayable on structured annual installments basis (30% at the end of 48 month, 30% at theend 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 isrepayable on structured annual installments basis (30% at the end of 48 month, 30% at the end of 60 month and final installmentat 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 isrepayable on structured annual installments basis (30% at the end of 48 month, 30% at the end of 60 month and final installmentat 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 of3rd year. Interest for 4th, 5th and 6th year will be paid on yearly basis. The principal is having 48 months moratorium and the sameis repayable on structured annual installments basis (30% at the end of 48 month, 30% at the end of 60 month and finalinstallment 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. Interestfor 4th, 5th and 6th year will be paid on yearly basis. The principal is having 48 months moratorium and the same is repayable onstructured annual installments basis (30% at the end of 48 month, 30% at the end of 60 month and final installment at the endof 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 bythe 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 theparties.
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 yearfrom 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 endof 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.
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.
(1) Office premises at 7th Floor Naman Centre (including parking space), BKC, Mumbai, owned by GMR EnergyLimited (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 GMRKrishnagiri 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.
(1) Corporate guarantees to the extent of fair market value of the securities provided by the Companies; GEL, GMRKrishnaigiri 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.
(3) Cash margin created as per sanction terms.
19. (ii) For the previous year ended March 31, 2024, out of the outstanding bank overdrafts, overdrafts amounting to ' 10.68
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:
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 theCompany included but not limited to documents of tittle deeds of goods, o/s monies, receivables,machinery allpresent and future.
(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 Jabilli Properties Private Limited.
(4) First charge on the property situated at Municipal No. 97 (old Municipal No. 97/98 & 99), Ward No. 66 admeasuring35,774 sqft situated at Hosue Road, Madiwala, Bengaluru owned by M/s Honey Flower Estates Pvt. Ltd.
(1) The overdraft is secured by personal Guarantee of the director.
The Company has delayed in payment of interest amounting to ' 1,175.75 crore to bond holders which were overdue for morethan 90 days. All such delayed has been made good on July 10, 2024. Also refer note 16 (1).
The Company had dues to bonds holders as on March 31, 2024 amounting to ' 1,051.49 crore which were overdue for morethan 90 days.
21. The following table shows a maturity analysis of the anticipated cash flows excluding interest obligations for the Company'sfinancial liabilities with respect to borrowings on an undiscounted basis, which therefore differ from both carrying value andfair value.
Basic EPS is calculated by dividing the profit/(loss) for the year attributable to equity shareholders of the Company by the weightedaverage number of equity shares outstanding during the year. Partly paid equity shares are treated as a fraction of an equity shareto the extent that they were entitled to participate in dividends relative to a fully paid equity share during the reporting year. Theweighted average number of equity shares outstanding during the year is adjusted for events such as bonus issue, bonus elementin a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity sharesoutstanding, without a corresponding change in resources.
Diluted EPS is calculated by dividing the profit attributable to equity shareholders (after adjusting for interest on the convertiblesecurities) by the weighted average number of equity shares outstanding during the year plus the weighted average number ofequity 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, GAL had issued FCCB ( attributable to the Demerged Undertaking stands Vested to thecompany pursuant to the Demerger), however, the same has not been included in the calculation of diluted earnings per sharefor year ended March 31, 2024 because they are anti-dilutive. (also refer note 16(1)).
The preparation of the Company's standalone financial statements requires management to make judgements, estimates andassumptions that affect the reported amount of revenues, expenses, assets and liabilities and the accompanying disclosures, and thedisclosure of contingent liabilities. Actual results could differ from those estimates. Estimates and underlying assumptions arereviewed on an ongoing basis. Uncertainty about these assumptions and estimates could result in outcomes that require a materialadjustment 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 recognisedin 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 ofinvestments in subsidiaries, joint ventures and associates, provision for employee benefits and other provisions, recoverability ofdeferred tax assets, commitments and contingencies and recognition of revenue on long term contracts.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have asignificant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year aredescribed below. The Company based on its assumptions and estimates on parameters available when the Standalone FinancialStatements were prepared. Existing circumstances and assumptions about future developments, however, may change due tomarket changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptionswhen they occur.
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be availableagainst which the same can be utilised. Significant management judgement is required to determine the amount of deferredtax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future taxplanning strategies. Refer note 10 and 29 for further disclosures.
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based onquoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs tothese models are taken from observable markets where possible, but where this is not feasible, a degree of judgement isrequired in establishing fair values. The cash flow projections used in these models are based on estimates and assumptionsrelating to conclusion of tariff rates, operational performance of the plants and coal mines, life extension plans, availability andmarket 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 consideredas reasonable by the management. Fair value of investment in SEZ sector is determined based on available data for similarimmovable 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 applicable. Changesin assumptions about these factors could affect the reported fair value of financial instruments. Refer note 5 and 36 for furtherdisclosures.
Contingent liabilities may arise from the ordinary course of business in relation to claims against the Company, including legaland contractual claims. By their nature, contingencies will be resolved only when one or more uncertain future events occur orfail to occur. The assessment of the existence, and potential quantum, of contingencies inherently involves the exercise ofsignificant judgement and the use of estimates regarding the outcome of future events.
In respect of financial guarantees provided by the Company to third parties, the Company considers that it is more likely thannot that such an amount will not be payable under the guarantees provided. Refer note 34 for further disclosure.
The Company recognises revenue from contracts with customers when it satisfies a performance obligation by transferringpromised good or service to a customer.
The Company uses the percentage of completion method in accounting for its fixed price contracts. Use of the percentage ofcompletion method requires the Company to estimate the costs incurred till date as a proportion of the total cost to beincurred. Costs incurred have been used to measure progress towards completion as there is a direct relationship. Provision forestimated losses, if any, on uncompleted contracts are recorded in the period in which such losses become probable based onthe expected contract estimates at the reporting date.
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarialvaluations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future.These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexitiesinvolved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions.All assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated inIndia, the management considers the interest rates of government bonds.
The mortality rate is based on publicly available mortality tables for India. Those mortality tables tend to change only at intervalin response to demographic changes. Future salary increases and gratuity increases are based on expected future inflationrates.
Further details about gratuity obligations are given in note 37.
At each balance sheet date, based on historical default rates observed over expected life, the management assesses the expectedcredit losses on outstanding receivables and advances.
a. The Company has provided securities by way of pledge of investments for loans taken by certain companies.
b. The Holding Company has pledged certain shares held in the Company as security towards the borrowings of the Companyand related parties. (refer note 5)
c. Also refer note 5 on non-current investments and current investments.
d. Also refer note 16 for long term borrowings and short term borrowings as regards security given by related parties for loansavailed by the Company.
e. As the liability for gratuity and leave encashment is provided on actuarial basis for the Company as a whole, the amountpertaining to the directors are not included.
f. In the opinion of the management, the transactions reported herein are on arm's length basis.
g. The amount of the outstanding balances as shown above are unsecured and will be settled in due course.
h) The Company has a process whereby periodically long term contracts are assessed for material foreseeable losses. At the yearend, the Company has reviewed and ensured that adequate provision as required under the law/accounting standards for thematerial foreseeable losses on such long term contracts has been made in the books of accounts amounting to ' 2.09 crore(March 31, 2024: ' 2.77 crore). Further, the Company does not have any derivative contracts at the end of the year.
i) The Company and SEW Infrastructure Limited ('SIL') had incorporated a Joint venture, GIL- SIL JV (the "JV”) and entered into acontract with Dedicated Freight Corridor Corporation of India Limited ("DFCCIL”) in 2015 for execution of design and constructionof civil structures and track works for double line railway involving formation in embankments/ cuttings, ballast on formation,track works, bridges, structures, buildings, yards, integration with existing railway system and testing and commissioning ondesign-build lump sum basis for Mughalsarai-New Karchana Station (including) of Eastern Dedicated Freight Corridor Project(Contract Package - 201) and New Karchana (excluding) - New Bhaupur Station (excluding) of Eastern Dedicated FreightCorridor Project (Contract Package - 202) (hereinafter together referred as 'DFCC project') to the JV.
Subsequently the JV had sub-contracted a significant portion of such contract to the Company. During the execution of theproject, DFCCIL failed to fulfil its obligations in a timely manner and as a consequence of such non-fulfilment, the execution ofDFCC project got significantly delayed. In view of the aforementioned delay, the JV sought extensions as per Clause 8.4 of theGeneral Conditions to the Contract and DFCCIL had granted such extensions from time to time.
During the year ended March 31, 2023, the JV had submitted its claim against DFCCIL for the period of delay i.e. from January2019 to December 31, 2021, DFCCIL has rejected such claim citing the amendments made in the contract, while granting theextensions of time. JV has invoked the dispute resolution process and accordingly Dispute Adjudicating Board (DAB) is constituted.
As per directions of DAB, JV had submitted its Statement of Claim ('SoC') before DAB on May 22, 2023 for an amount of' 449.01 crore for Contract Package 202 and on June 09, 2023 for an amount of ' 398.63 crore for Contract Package 201respectively (excluding interest and GST) for cost incurred during the period from January 21, 2019 to September 30, 2022.
Further, JV has reserved its right to claim further additional cost for the damages to be suffered during the period (i.e. September30, 2022 till completion of the project) to be computed in the same manner as set out in the SoC.
DFCCIL has submitted its Statement of Defense ('SoD') and has also filed counter claims for both the Contract Packages.
JV has further amended its statement of Claim for ' 812.99 crore on March 15, 2024 for Contract Package 201 and for' 1,013.47 crore on February 17, 2024 for Contract Package 202 for cost incurred during the period from January 21, 2019 toSeptember 30, 2022.
As per the revised timelines set forth by DAB, both JV and DFCCIL has submitted their revised statement of defense andrejoinders.
On November 01, 2024 majority of the DAB members have awarded an amount of ' 262.54 crore for Contract Package 201 toJV for the claim period from January 21, 2019 to September 30, 2022, subsequently on November 21, 2024, they have given itsaward for Contract Package 202 wherein they have awarded an amount of ' 254.80 crore. Further, DAB members unanimouslyhave rejected all the counter claims of DFCCIL for Contract Package 202 and 201.
However, JV and DFCCIL, being dissatisfied with the Award for Contract Package 201 & Contract Package 202 issued Notice ofDissatisfaction. Thereafter, JV issued Notice of Amicable Settlement for Contract Package 201 & Contract Package 202 againstwhich no response was received from DFCCIL. JV consequently has issued Notice invoking Arbitration in Contract Package-201and Contract Package-202 on January 23, 2025. Arbitration Tribunal for both the Contract Packages has been constituted.
Arbitration Tribunal for Contract Package 201 held its first preliminary hearing on April 15, 2025 wherein the Tribunal directedthe JV to file its Statement of Claim by June 10, 2025 and DFCCIL to file its Statement of Defense and Counter Claim, if any, byAugust 19, 2025. Next date of hearing by the Tribunal is fixed for August 21, 2025.
Similarly, Arbitration Tribunal for Contract Package 202 held its first preliminary hearing on March 21, 2025 wherein the Tribunaldirected the JV to file its Statement of Claim by May 07, 2025, DFCCIL is required to file its Statement of Defense and CounterClaim, if any, by July 07, 2025, JV to submits its reply to Counter Claim by August 07, 2025 and all other procedural steps needsto be completed by August 21, 2025. Next date of hearing by the Tribunal is fixed on September 04, 2025 for framing points /issues for determination and hearing of applications, if any. Accordingly the JV has filed its statement of claim on May 07, 2025.
In addition to the aforementioned claim for January 21, 2019 to September 30, 2022, the JV has further filed the claims ofProlongation Cost with DAB for the period October 01, 2022 till April 30, 2024 for Contract Package 202 and Contract Package201 for ' 226.86 crore and ' 278.28 crore on June 19, 2024 and December 16, 2024 respectively. DFCCIL has submitted lettersfor raising counter claims in Contract Package 202 and Contract Package 201 on November 20, 2024 and November 25, 2024respectively which has been duly objected by the JV on December 20, 2024.
Claim for the period from October 01, 2022 to April 30, 2024, for Contract Package 202, arguments have been concluded onDecember 05, 2024 and the matter was reserved for judgement. JV has filed their written submissions on January 15, 2025. DABaward was received on March 10, 2025 without any adjudication of monetary claims. JV is under process of taking steps toinvoke arbitration against the DAB award.
Claim for the period from October 01, 2022 to April 30, 2024, for Contract Package 201, Statement of Defense has beensubmitted by DFCCIL on March 31,2025 and Rejoinder of JV on May 05, 2025. The hearing before the DAB is scheduled for June27, 2025 and June 28, 2025.
Based on internal assessment and review of the technical and legal aspects by independent experts, the management of the JVand the Company recognized such claim in its books of account and basis back-to-back agreement with the JV, the Companyhas also included an incremental budgeted contract revenue of ' 506.15 crore (out of total claim amount of ' 2,331.61 crore)for determination of the revenue recognition in accordance with Ind AS 115 and has recognized revenue during the previousyears and current year ended March 31, 2025.
The management of the JV and the Company considers the unbilled revenue recognized amounting to ' 498.76 crore as atMarch 31, 2025 out of the aforesaid claims as fully recoverable.
However, based on the legal opinion, the management of the JV and the Company is confident of recoverability of the entireclaim amount of ' 2,331.61 crore (including unbilled revenue recognized amounting to ' 498.76 crore) as at March 31, 2025.
Pursuant to Composite Scheme of Amalgamation and Arrangement ('the scheme') as sanctioned by the Hon'ble National
Company Law Tribunal, Bench at Mumbai vide its order dated December 22, 2021, the Company is in the process of executing
guarantee agreements with the lenders, giving effect to the transfer of guarantees from GAL to the Company as may be
applicable.
1. This includes corporate guarantees jointly extended by GAL and the Company (sanctioned amount of ' 50.00 crore andoutstanding amount of ' 27.23 crore) [ March 31, 2024 : ' 50.00 crore (outstanding amount of ' 30.00 crore)] in favour oflenders of its subsidiaries and fellow subsidiaries.
2. Interest accrued, if any, and unpaid is not included above.
In addition to above table, following are the additional contingent liabilities:
1. During the year ended March 31, 2019, the erstwhile GMR Infrastructure Limited (demerged company) and its subsidiaryCompany GGAL, had extended corporate guarantees amounting to ' 2,353.20 crore in favour of IDBI Bank Limited (as theLead Bank) wherein the demerged company had guaranteed the obligations of unsustainable debt of GMR RajahmundryEnergy Limited ('GREL'), an associate of the Company. Pursuant to the scheme of demerger approved on December 31,2021, such corporate guarantee has been transferred to the Company. However, the demerged company had passedboard resolutions/ executed undertakings for aforementioned corporate guarantees jointly with the Company.
Further, during the current year, the consortium of lenders of GREL unanimously approved to accept the One-time Settlement('OTS') amount of ' 657.00 crore towards the full and final settlement of all exposures. Pursuant to such settlement, onMarch 29, 2025 GREL paid the first instalment of ' 165.70 crore. Further, after the year end, GREL has paid the entirebalance OTS payment of ' 491.30 crore and is working with the consortium of lenders for extinction of aforementionedexposures. Also refer note 35.
2. There are numerous interpretative issues relating to the Supreme Court (SC) judgement on provident fund dated February28, 2019. As a matter of caution, the Company has evaluated the same for provision on a prospective basis from the dateof the SC order and is of the view that no such provision is required. The Company will update its provision, on receivingfurther clarity on the subject.
3. The Company has provided guarantees to Dedicated Freight Corridor Corporation of India Limited ('DFCCIL') on behalf ofGIL SIL JV and Company's subsidiaries (including step down subsidiary) amounting to ' 380.00 crore sanctioned (March31, 2024: 380.00 crore) and outstanding balance ' 366.38 crore (March 31, 2024: Outstanding Balance ' 192.30 crore).
1 The Company has extended comfort letters to provide continued financial support to certain subsidiaries/ joint ventures/associates to ensure that these subsidiaries are able to meet their debts, commitments (including commitments towardsinvestee entities) and liabilities as they fall due and they continue as going concerns.
2 The Company has entered into agreements with the lenders of subsidiaries/ joint ventures/ associates wherein it hascommitted to hold directly or indirectly at all times at least 51% of the equity share capital of the subsidiaries/ jointventures/ associates and not to sell, transfer, assign, dispose, pledge or create any security interest except pledge of sharesto the respective lenders as covered in the respective agreements with the lenders.
3 The Company has certain long term unquoted investments which have been pledged as security towards loan facilitiessanctioned to the Company and the investee companies.
35 On March 28, 2025, the consortium of lenders of GMR Rajahmundry Energy Limited ('GREL'), an associate of the Company,unanimously approved to accept the One-time Settlement ('OTS') amount of ' 657.00 crore towards the full and final settlementof all exposures, including Term Loan, Non-Convertible Debentures ('NCDs'), Compulsorily Redeemable Preference Shares('CRPS'), Interest Payable, corporate guarantees issued by the Company and GGAL, Subsidiary of the Company, and transfer ofCRPS and Equity Shares of GREL held by consortium of lenders. GREL has accepted the proposal and paid the first installmentof ' 165.70 crore towards the OTS on March 29, 2025.
Subsequent to the year end, GREL has paid the entire balance OTS payment of ' 491.30 crore and is working with the consortiumof lenders for extinction of aforementioned exposures. Consequently, the Company has considered the impact of the aforesaidOTS transaction and reversed the liability for commitment of ' 233.42 crore and disclosed the same as an exceptional item inthe accompanying audited standalone financial statements.
This section gives an overview of the significance of financial instruments for the Company and provides additional informationon balance sheet items that contain financial instruments.
The details of significant accounting policies, including the criteria for recognition, the basis of measurement and the basis onwhich income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrumentare disclosed in Note 2.2 (b) and 2.2 (n), to the standalone financial statements.
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fairvalue, grouped into Level 1 to Level 3, as described below:
Quoted prices in an active market (Level 1): This level of hierarchy includes financial assets that are measured by reference toquoted prices (unadjusted) in active markets for identical assets or liabilities. This category consists of investment in quotedequity shares, and mutual fund investments.
Valuation techniques with observable inputs (Level 2): This level of hierarchy includes financial assets and liabilities, measuredusing inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., asprices) or indirectly (i.e., derived from prices).
Valuation techniques with significant unobservable inputs (Level 3): This level of hierarchy includes financial assets andliabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair values are determinedin whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable currentmarket transactions in the same instrument nor are they based on available market data.
(ii) Management uses its best judgement in estimating the fair value of its financial instruments. However, there are inherentlimitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presentedabove are not necessarily indicative of the amounts that the Company could have realised or paid in sale transactions as ofrespective dates. As such, fair value of financial instruments subsequent to the reporting dates may be different from theamounts reported at each reporting date.
(iii) The fair values of the unquoted equity shares have been estimated using a discounted cash flow model except in case offair value of investment in SEZ sector which has determined based on available data for similar immovable property/investment or observable market prices less incremental cost for disposing of the immovable property/ investments. Thevaluation requires management to make certain assumptions about the model inputs, including forecast cash flows, discountrate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed andare used in management's estimate of fair value for these unquoted equity investments. Based on the inputs provided bythe management the independent external valuer performs the valuation of Investments in subsidiaries, associates andjoint ventures.
In the course of its business, the Company is exposed primarily due to fluctuations in foreign currency exchange rates, interestrates, equity prices, liquidity and credit risk, which may adversely impact the fair value of its financial instruments. The Companyhas a risk management policy which not only covers the foreign exchange risks but also other risks associated with the financialassets and liabilities such as interest rate risks and credit risks. The risk management policy is approved by the Board ofDirectors. The risk management framework aims to:
(i) create a stable business planning environment by reducing the impact of currency and interest rate fluctuations on theCompany's business plan.
(ii) achieve greater predictability to earnings by determining the financial value of the expected earnings in advance.
Market risk is the risk of any loss in future earnings, in realisable fair values or in future cash flows that may result from achange in the price of a financial instrument. The value of a financial instrument may change as a result of changes ininterest rates, foreign currency exchange rates, equity price fluctuations, liquidity and other market changes. Future specificmarket movements cannot be normally predicted with reasonable accuracy.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because ofchanges in market interest rates. The Company's exposure to the risk of changes in market interest rates relatesprimarily to the Company's long-term debt obligations with floating interest rates. The Company manages its interestrate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changesin foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarilyto the Company's investing and financing activities. The Company's exposure to foreign currency changes fromoperating activities is not material.
Credit risk is the risk of financial loss arising from counterpart's failure to repay or service debt according to the contractualterms or obligations. Credit risk encompasses both the direct risk of default and the risk of deterioration of credit worthinessas well as concentration risks. The Company has a policy of dealing only with credit worthy counter-parties and obtainingsufficient collateral, where appropriate as a means of mitigating the risk of financial loss from defaults.
Financial instruments that are subject to credit risk and concentration thereof principally consist of trade receivables/unbilled revenue, loans receivables, investments in debt securities of group companies, balances with bank, bank deposits,derivatives and financial guarantees provided by the Company. None of the financial instruments of the Company result inmaterial concentration of credit risk except investment in preference shares/debentures made by the Company in itsgroup companies and loans provided to its group companies. The credit risk in respect of such investments in preferenceshares/ debentures and loans are assessed on the basis of the fair value of the respective group companies determinedbased on their business plans. Also refer note 32 for the details of such instruments.
The carrying value of financial assets represents the maximum credit risk. The maximum exposure to credit risk was' 4,568.25 crore as at March 31, 2025 (March 31, 2024: ' 6,633.89 crore), being the total carrying value of investments,loans, trade receivables, balances with bank, bank deposits and other financial assets.
Customer credit risk is managed by each business unit subject to the Company's established policy, procedures andcontrol relating to customer credit risk management. An impairment analysis is performed at each reporting date on anindividual basis for major customers. The Company does not hold collateral as security. Further, the top 5 customers of theCompany in the EPC segment contributes to more than 90% of the trade receivables during the year ended March 31,2025 and March 31, 2024.
Credit risk from balances with bank and financial institutions is managed by the Company's treasury department in accordancewith the Company's policy. Investments of surplus funds are made only with approved counterparties and within creditlimits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigatefinancial loss through counterparty's potential failure to make payments.
In respect of financial guarantees provided by the Company to banks and financial institutions, the maximum exposurewhich the Company is exposed to is the maximum amount which the Company would have to pay if the guarantee is calledupon. Based on the expectation at the end of the reporting period, the Company considers that it is more likely than notthat such an amount will not be payable under the guarantees provided.
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity riskmanagement is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Companyhas obtained fund and non-fund based working capital lines from various banks. Furthermore, the Company has access tofunds from debt markets through commercial paper programs, non-convertible debentures and other debt instruments.The Company invests its surplus funds in bank fixed deposit and in mutual funds, which carry no or low market risk.
The Company monitors its risk of shortage of funds on a regular basis. The Company's objective is to maintain a balancebetween continuity of funding and flexibility through the use of bank overdrafts, bank loans, debentures, preferenceshares, sale of assets and strategic partnership with investors, etc.
The following table shows a maturity analysis of the anticipated cash flows (excluding interest obligations) for the Company'sfinancial liabilities on an undiscounted basis, which therefore differ from both carrying value and fair value.
The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets agratuity on departure at 15 days salary (based on last drawn basic) for each completed year of service.
The fund provides a capital guarantee of the balance accumulated and declares interest periodically that is credited to the fundaccount. Although we know that the fund manager invests the funds as per products approved by Insurance Regulatory andDevelopment Authority of India and investment guidelines as stipulated under section 101 of Income Tax Act, the exact assetmix is unknown and not publicly available. The Trust assets managed by the fund manager are highly liquid in nature and we donot expect any significant liquidity risks. The Trustees are responsible for the investment of the assets of the Trust as well as theday to day administration of the scheme.
The following tables summarise the components of net benefit expense recognised in the standalone statement of profit orloss and the funded status and amounts recognised in the standalone balance sheet for gratuity benefit.
1. Plan assets are fully represented by balance with the Life Insurance Corporation of India.
2. The expected return on plan assets is determined considering several applicable factors mainly the composition ofthe plan assets held, assessed risks of asset management, historical results of the return on plan assets and theCompany's policy for plan asset management.
3. The estimates of future salary increase in compensation levels, considered in actuarial valuation, take account ofinflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
4. As per Indian Assured Lives Mortality (2006-08) (modified) Ultimate.
5. Plan Characteristics and Associated Risks:
The Gratuity scheme is a Defined Benefit Plan that provides for a lump sum payment made on exit either by way ofretirement, death, disability or voluntary withdrawal. The benefits are defined on the basis of final salary and theperiod of service and paid as lump sum at exit. The Plan design means the risks commonly affecting the liabilities andthe financial results are expected to be:
a. Interest rate risk : The defined benefit obligation calculated uses a discount rate based on government bonds. Ifbond yields fall, the defined benefit obligation will tend to increase.
b. Salary Inflation risk : Higher than expected increases in salary will increase the defined benefit obligation
c. Demographic risk : This is the risk of variability of results due to unsystematic nature of decrements that includemortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligationis not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria.It is important not to overstate withdrawals because in the financial analysis the retirement benefit of a shortcareer employee typically costs less per year as compared to a long service employee.
The Company's capital management is intended to create value for shareholders by facilitating the meeting of long term andshort term goals of the Company.
The Company determines the amount of capital required on the basis of annual business plan coupled with long term and shortterm strategic investment and expansion plans. The funding needs are met through equity, cash generated from operationsand sale of certain assets, long term and short term bank borrowings and issue of non-convertible debt securities and strategicpartnership with investors.
For the purpose of the Company's capital management, capital includes issued equity capital, convertible preference sharesand debentures, share premium and all other equity reserves attributable to the equity holders of the Company.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and therequirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividendpayment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearingratio, which is total debt divided by total capital plus total debt. The Company's policy is to keep the gearing ratio at anoptimum level to ensure that the debt related covenant are complied with.
42 The Company is in the process of conducting a transfer pricing study as required by the transfer pricing regulations under theIT Act ('Regulations') to determine whether the transactions entered during the year ended March 31,2025, with the associatedenterprises were undertaken at “arm's length price”. The management confirms that all the transactions with associated enterprisesare undertaken at negotiated prices on usual commercial terms and is confident that the aforesaid regulations will not have anyimpact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.
44 The Code of Social Security, 2020 (“Code”) relating to employee benefits during employment and post employment receivedPresidential assent in September 2020. Subsequently the Ministry of Labour and Employment had released the draft rules onthe aforementioned code. However, the same is yet to be notified. The Company will evaluate the impact and make necessaryadjustments to the financial statements in the period when the code will come into effect.
45 The Ministry of Corporate Affairs (MCA) has prescribed a requirement for companies under the proviso to Rule 3(1) of theCompanies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules, 2021 requiring companies, whichuses accounting software for maintaining its books of account, shall use only such accounting software which has a feature ofrecording audit trail of each and every transaction, creating an edit log of each change made in the books of account along withthe date when such changes were made and ensuring that the audit trail cannot be disabled.
The Company has used an accounting software for maintaining its books of account which has a feature of audit trail (edit log)facility and the same was enabled at the application level. During the year ended March 31, 2025, the Company has enabled thefeature of recording audit trail (edit log) at the database level from May 25, 2024 onwards to log any direct data changes. Theaudit trail has been preserved by the Company as per the statutory requirements for record retention.
46 Operating segments are reported in such a manner which is consistent with the internal reporting provided to the ChiefOperating Decision Maker ('CODM'). As per the evaluation carried out by CODM, the Company has only one reportable businesssegment, viz., Engineering, Procurement and Construction ('EPC'). Accordingly, the amounts appearing in the standalone financialstatements relate to the single business segment.
47 The Board of directors of GMR Airports Infrastructure Limited (GIL) in its meeting held on March 19, 2023 had approved, adetailed Scheme of Merger of GMR Airports Limited (GAL) with GMR Infrastructure Developers Limited (GIDL) followed bymerger of GIDL with GIL referred herein after as Merger Scheme. Subsequent to year ended March 31, 2024, the MergerScheme has been approved by the Hon'ble National Company Law Tribunal, Chandigarh bench (“the Tribunal”) vide its orderdated June 11, 2024 (Certified copy of the order received on July 02, 2024). The said Tribunal order was filed with the Registrarof Companies by GAL, GIDL and GIL on July 25, 2024 thereby the Scheme becoming effective on that date. Accordingly, GALmerged with GIDL and merged GIDL stands merged into GIL with an appointed date of April 01,2023.After the scheme becomeeffective the resultant company is named as GMR Airports Limited (formerly known as GMR Airports Infrastructure Limited)(GAL).
49 Government of Tamil Nadu (GoTN) had awarded an annuity based highway project to GMR Chennai Outer Ring Road PrivateLimited ('GCORR'). GCORR had awarded EPC contract to Boyance Infrastructure Private Limited (BIPL) for the construction ofhighway project. Subsequently BIPL had sub-contracted significant portion of such contract to the Company. On May 30, 2015,BIPL and the Company entered into a novation agreement whereby all the right and obligation related to the execution of EPCcontract lies with the Company. Due to various reason the project got delayed. Since the delay in completion of EPC Contractis due to factors which were attributable to GoTN and were beyond the control, time to time, GPUIL has raised claim to GCORRand in turn GCORR, has raised the claim on GoTN for an amount of ' 675.00 crore plus interest. GoTN has disputed the amountclaimed, hence GCORR has invoked Arbitration.
The Hon'ble Tribunal vide its order dated January 30, 2020, against a claim of ' 675.00 crore have directed GoTN to pay ' 340.97crore within 3 months from the date of award failing which the same shall be payable with interest at 18% p.a. from the date ofAward till date of realization. Time for payment by GoTN expires on April 30, 2020. GCORR had filed an application undersection 34 of Arbitration Act, 1996, before Madras High Court restricting the challenge to non-grant of pendente lite interest asper contract.
GoTN has also challenged the award by filing an application under section 34 of Arbitration Act, 1996. The Ld. Single judge ofHon'ble Madras High Court, vide order dated November 17, 2021, has dismissed the challenge of Government of Tamil Naduthereby upholding the Award in its entirety. The Ld. Single Judge has also partly upheld the challenge of GCORR by awardingpendent-lite interest at the rate of 9% p.a from the date of filing Statement of Claim till the date of Award and thereafter @ 18%p.a. as ordered by the Tribunal. Total amount (including interest) estimated to be received by virtue of the above order is' 597.00 crore approx.
GCORR has filed execution petition u/s 36 of the Arbitration and Conciliation Act, 1996 on January 05, 2022 before the MadrasHigh Court for enforcement of Arbitral Award. Against the dismissal of appeal u/s 37 of Arbitration and Conciliation Act 1996by Hon'ble Division Bench of Madras High Court vide order dated August 11, 2022, GoTN had filed Special Leave Petition., TheHon'ble Supreme Court confirmed the Arbitral Award for an amount of ' 340.97 crore plus interest @ 18% p.a., aggregating to' 510.47 crore (interest calculated upto November 02, 2022) and issued notice confining to the issue of Pendente Lite interestawarded by the Single Judge.
GCORR in the execution petition filed u/s 36 of the Arbitration and Conciliation Act, 1996 on January 05, 2022 , requested theMadras High Court for enforcement of the Award. GCORR also filed an application for directions to GoTN to deposit 100% ofthe amount confirmed by Hon'ble Supreme Court i.e. ' 510.47 crore. Vide order dated November 08, 2022, the Hon'ble MadrasHigh Court directed GoTN to deposit a sum of ' 510.47 crore with Registrar by February 20, 2023.
GCORR, based on the judgement of Hon'ble Supreme Court dated November 03, 2022 confirming the claim amount of' 510.47 crore, have recognized the amount pertaining to its portion of claim in the award along with Interest up to the date oforder and consequential provision for amount payable to the Company amounting to ' 418.55 crore (including Interest calculatedup to November 02, 2022) in the books of accounts of GCORR. Accordingly, pursuant to aforesaid novation agreement, theCompany has recognized an exceptional gain of ' 418.55 crore (including Interest calculated up to November 02, 2022) duringthe previous year ended March 31, 2023.
For additional Pendente Lite interest awarded by the Hon'ble High Court of Madras, the matter was pending before the Hon'bleSupreme Court of India. Meanwhile, GCORRPL had entered into negotiation with Managing Director, Tamil Nadu RoadDevelopment Corporation Limited ('TNRDC') for settlement of dispute and has put forth the final claim for ' 234.10 crore whichincludes pendalite interest, post award interest for the period up to actual payment of claim, interest on delayed payment ofannuity, claim for commission on performance bank guarantee, amount wrongly deducted by TNRDC while releasing withheldannuity & interest thereon and claim for additional GST paid under change in law. GCORRPL has proposed to settle all thedisputes for an amount of ' 55.00 crore and the cases in Hon'ble Supreme Court of India and Hon'ble High Court of Madras willbe withdrawn in case of final settlement is agreed by the Government of India. Based on the finality of the negotiation,GCORRPL and TNRDC/GOTN has agreed to settle the claim at ' 54.80 crore. Accordingly, GCORRPL has recognized the amountof ' 54.80 crore pertaining to amicable settlement of claim in the books of accounts during the current quarter. Necessaryeffects has been disclosed as exceptional Income in standalone financial statement. Further on January 08, 2024, GCORRPL hasreceived the entire amount of ' 54.80 crore from TNRDC towards settlement of claims.
i) The Company does not have any Benami property, where any proceeding has been initiated or pending against thecompany for holding any Benami property.
ii) The Company does not have any transactions/ balances with companies struck off under section 248 of Companies Act,2013 to the best of knowledge of the management.
iii) The Company has not traded or invested funds in Crypto currency of Virtual currency.
iv) Except for the information given in the table below, the Company has not advanced or loaned or invested funds (eitherborrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), includingforeign entities (Intermediaries) with the understanding that the Intermediary shall
(a) directly or indirectly lend or invest in other persons or entities identified in any manner by or on behalf of the Group(Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
vi) The Company has used borrowings from banks and financial institutions for the specific purpose for which it was taken atthe balance sheet date.
vii) The Company has not been declared willful defaulter by any bank of financial institution of other lender.
viii) The Company has been sanctioned a working capital limit in excess of ' 5.00 crore, by banks on the basis of security ofcurrent assets. Pursuant to the terms of the sanction letters, the Company is not required to file any quarterly return orstatement with such banks.
ix) The Company does not have any such transaction which is not recorded in books of account that has been surrendered ordisclosed as income during the year in the tax assessments (such as, search or survey or any other relevant provisions)under Income Tax Act, 1961.
x) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutoryperiod.
xi) The Company has not granted any loans or advances in nature of loan, either repayable on demand or without specifyingany terms or period of repayment, to promoters, directors, KMPs and the related parties.
xii) The Company is in compliance with the requirement of Section 2(87) of the Companies Act, 2013 read with the Companies(Restriction on number of Layers) Rules, 2017.
51 On March 28, 2025, the consortium of lenders of GMR Rajahmundry Energy Limited ('GREL'), an associate of the Company,unanimously approved to accept the One-time Settlement ('OTS') amount of ' 657.00 crore towards the full and final settlementof all exposures, including Term Loan, Non -Convertible Debentures ('NCDs'), Compulsorily Redeemable Preference Shares('CRPS'), Interest Payable, corporate guarantees issued by the Company and GGAL, Subsidiary of the Company, and transfer ofCRPS and Equity Shares of GREL held by consortium of lenders. GREL has accepted the proposal and paid the first installmentof ' 165.70 crore towards the OTS on March 29, 2025.
52 Certain amounts (currency value or percentages) shown in the various tables and paragraphs included in the standalonefinancial statements have been rounded off or truncated as deemed appropriate by the management of the Company.
53 Previous year's figures have been regrouped/ reclassified, to conform to the classification adopted in the current year classification.The impact of the same is not material to the users of the financial statements
As per our report of even date
Chartered Accountants
Firm registration number: 001076N/ N500013
Partner Managing Director Non-Executive Director
Membership number: 062191 DIN: 00061464 DIN: 00051167
Place: Guntur Place: New Delhi
Chief Financial Officer Company Secretary
Place: New Delhi Membership Number: A20876
Place: New Delhi Place: New Delhi
Date: May 19, 2025 Date: May 19, 2025