The Board of Directors present the 5^th Annual Report together with the audited financial statements of the Company for the financial year (FY) ended March 31, 2024.

Your Company, GMR Power and Urban Infra Limited ("The company" or GPUIL"), is a leading global infrastructure conglomerate with interest in, Energy, Road and Urban Infrastructure business sectors in India.

GPUIL's EPC business is constructing few sections of the prestigious Eastern Dedicated Freight Corridor project of DFCCI (Dedicated Freight Corridor Corporation of India).

India's Energy Sector is undergoing a paradigm shift with a consequent shift in the opportunity landscape. Existing coal-based power plants retain their economic value and possibly will have a value uptick as fresh investments in coal-based power plants would be very low; investments opportunities in clean and green energy, storage-based solutions as also selective opportunities in power distribution and adjacent areas would be significant. Based on policy incentives in place along with cheap solar power, India is potentially developing as a major hub for green hydrogen production and exports.

GPUIL's energy business has operating capacity of around 3,020 MWs of Coal, Gas, Hydro including Renewable power plants in India and around 900 MWs of power projects are under various stages of development, besides a pipeline of other projects in FY 2023-24. The Energy Sector has a diversified portfolio of thermal and hydro projects with a mix of merchant and long term Power Purchase Agreements (PPA).

The Transportation and Urban Infrastructure division of the Group has four operating highway assets spanning over 730 lane kilometers. The Group is also developing multi-focus Special Investment Regions in India

The Group is also actively working on various initiatives on ESG front.

Financial and Performance Highlights - FY 2023-24

Performance Highlights of your Company on consolidated basis for the FY 2023-24:

• GMR Smart Electricity Distribution Private Limited (Formerly GMR Mining & Energy Private Limited ("GSEDPL"), a subsidiary of the Company had received Letter of Intent ('LOI') from Purvanchal Vidyut Vitran Nigam Limited and Dakshinanchal Vidyut Vitran Nigam Limited, to implement smart metering project in the Purvanchal (Varanasi, Azamgarh zone and Prayagraj, Mirzapur zone) and Dakshinanchal (Agra and Aligarh zone) area of Uttar Pradesh. GSEDPL will install, integrate and maintain 75.69 lakh smart meters in the given area. The implementation and operations of the project will span over a period of 10 years. This Advanced Metering Infrastructure (AMI) Project shall include Supply, Installation, Integration, Commissioning

and Operation & Maintenance of smart meters on DBFOOT basis backed by state-of-the-art technology and software solutions for end-to-end automated system management. The project will be executed under Revamped Distribution Sector Scheme (RDSS). The focus is on creating value in the Adjacent Business areas, working on implementation of Advanced Metering Infrastructure (AMI) Project. The Company has started the installation of smart meters as per the scheduled plan.

• Power demand and improved coal supply have resulted in mixed operating performance in the Energy business. Warora Power Project achieved PLF of 83% in FY 2023-24 as against 82% in FY 2022-23, Bajoli Holi Project achieved PLF of 45% in FY 2023-24 as against 34% in FY 2022-23, Kamalanga Power Project achieved PLF of 82% in FY 202324 as against 77% in FY 2022-23.

• Krishnagiri Special Investment Region - 318 acres of land is under discussion for sale to an agency of Tamil Nadu Government. Next phase of development is being planned for ~55 acres under Joint Venture with Tamil Nadu Industrial Development Corporation, a government agency in the state of Tamil Nadu. Further, discussion with various other parties for the sale of lands is underway.

• The Group has received certain favourable orders on various ongoing matters in energy, highway and DFCC for compensation for Change in Law and late payment which involve significant value of claims.

• GMR Hyderabad Vijayawada Expressways Private Limited (GHVEPL) had executed a Concession Agreement ('Agreement') in October 2009 to construct, operate and maintain a two-lane 181.50 km stretch between Hyderabad and Vijayawada on the NH-65. In view of significant loss of revenue on account of bifurcation of the stretch between two states i.e. Telangana and Andhra Pradesh, post the date of commissioning of the project, GHVEPL had raised claims in terms of the agreement, against NHAI, seeking compensation against such losses, arising due to change in law.

While the matter was sub-judice, both the parties have decided to amicably settle all the disputes without further intervention of court / tribunal. In this regard, a settlement was agreed between both the parties as per which NHAI paid an amount of H 1,387.21 crore to GHVEPL as claim in two tranches and project was handed back to NHAI on July 01, 2024 (Handover Date).

The entire settlement claim has been received by GHVEPL which was / will be utilized towards total closure of loans with its consortium of lenders and for further reduction of GPUIL corporate debts and investments in growth of other businesses of GPUIL.

• In November 2023 the Company acquired 1,051.15 Mn equity shares of GMR Energy Limited (GEL) representing 29.14% of the equity share capital of GEL, from Power and Energy International (Mauritius) Limited, a subsidiary of Tenaga Nasional Berhad, for a negotiated consideration

of US$ 28.50 Mn. With this complete buy-out of Tenaga stake, the Shareholders Agreement with Tenaga was terminated, thereby enabling full consolidation of revenues and earnings of GEL with the Group, which was earlier accounted using equity method.

Further, in February 2024, the Company acquired 420.42 Mn equity shares of GEL (representing 11.66% of the equity share capital of GEL) from Claymore Investments (Mauritius) Pte. Ltd. at a negotiated settlement price of H 442 Crore.

During the year ended March 31, 2024, after the aforesaid acquisition and acquisition of other non controlling interest , GEL has become a Wholly Owned Subsidiary of the Company.

• The US$ 275 Mn 7.5% Subordinated Foreign Currency Convertible Bonds (FCCBs) due 2075, issued by GPUIL to Kuwait Investment Authority (KIA) have been transferred by KIA to two eligible investors i.e., Synergy Industrials, Metals and Power Holdings Limited ("Synergy") (US$ 154 Mn) and to GRAM Limited ("GRAM") (US$ 121 Mn). Thereafter, on July 10, 2024, the 7.5% US$ 275 Mn FCCBs due in 2075 have been converted into 11,12,41,666 number of equity shares of H 5/- each, proportionately to the above mentioned two FCCB holders, as per the agreed terms and basis receipt of a conversion notice from the said FCCB holders. As the primary mandate these new investors are equity in nature, and as a part of the overall

commercials between the parties, the outstanding interest on the FCCB's was waived off.

Post the above conversion on July 10, 2024, Synergy held 8.71% of the equity share capital of the Company and GRAM held 6.85% of the equity share capital of the Company.

• Strategy and way forward - Maximizing value of existing assets & building a top tier tech enabled Clean Energy business. Below are 3 Pillars of our strategy going forward:

o Enhance Value of existing businesses - aim for higher utilization of existing assets & efficiency improvement measures, tie-up open capacities through innovative PPA models including RTC., operationalize gas assets.

o Create Value in Adjacent Areas- Technology oriented Asset Light opportunities, scale power trading business, differentiated service offerings using new-age technology solutions.

o Nurture & develop opportunities in green ecosystem - Continued focus on hydro, clean energy solution for commercial and industrial segment, opportunities in distributed segments like electric mobility & storage solutions, forge technology & strategic partnerships and access green financing.

The total income for FY 2023-24 is H 4,834.67 crore as against H 5,878.35 crore for the FY 2022-23, registering a decrease of 17.75%, primarily due to decrease in revenue from coal trading and EPC construction revenue net off with increase in revenue from electrical energy on acquiring control of GMR Energy Limited (GEL) thereby enabling full consolidation of revenues and earnings of GEL and its subsidiaries with the Group w.e.f November 22, 2023, which was earlier accounted for using an equity method. Further there is an increase in annuity and toll income in road sector and increase in management and consultancy income in power sector.

The revenue from the power sector decreased by 8.54% from H 3,473.16 crore in FY 2022-23 to H 3,176.46 crore in FY 2023-24 primarily due to decrease in revenue in coal trading set off with increase in revenue from energy business on acquiring control of GMR Energy Limited (GEL) thereby enabling full consolidation of revenues and earnings of GEL and its subsidiaries with the Group, which was earlier accounted for using an equity method. The revenue from road segment has increased by 9.50 % from

H 655.04 crore in FY 2022-23 to H 717.26 crore in FY 2023-24 mainly due to increase in toll revenue.

EPC revenue decreased by 68.52% from H 1,082.68 crore in FY 2022-23 to H 340.88 crore in FY 2023-24 as the project is near completion.

Income from other sectors include management services income, investment income and operating income of aviation businesses. During FY 2023-24 Income from other sectors have increased to H 586.26 crore from H 424.76 crore in FY 2022-23.

The decrease in other operating and administrative expenses is mainly due to purchase of traded goods, rates and taxes, legal and professional fees, exchange fluctuations, travelling and conveyance expenses with corresponding decrease in revenue from coal trading and EPC construction revenue in FY 202324. There is an increase in finance cost and depreciation and amortization expenses on account of line by line consolidation of GEL and its subsidaries w.e.f. November 22, 2023 in FY 2023-24.

b) Standalone Financial Results

The following table sets forth information with respect to the standalone statement of profit and loss of the Company for FY 2023-24:

During the year ended March 31, 2024, the revenue from EPC segment has decreased by 67.04% from H 1,000.47 crore in FY 20222023 to H 329.71 crore in FY 2023-24, which was mainly due to the ongoing DFCC (Railways) project is nearing completion. Other operating income mainly includes interest income on inter-corporate loans given to group companies and income from management and other services. There is no significant movement in other operating income.

There is a decrease in operating and administrative cost in line with decrease in EPC revenue mainly due to ongoing DFCC (Railways) project is nearing completion.

Exceptional items comprise of the reversal / creation of provision for impairment in carrying value of Investments and loans / advances / other receivables carried at amortised cost and writeback of liability.

There are no material changes or commitments, except those already disclosed in this report affecting the financial position of the Company which have occurred between the end of the financial year 2023-24 and the date of this report.

Dividend

Your directors have not recommended any dividend on equity shares for FY 2023-24.

Reserves/ Appropriation to Reserves

The net movement in the major reserves of the Company on standalone basis for FY 2023-24 and the previous year is as follows:

Management Discussion and Analysis Report (MDA)

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), the Management Discussion and Analysis Report is set out in this Annual Report.

A brief overview of the developments of each of the major subsidiaries' business is presented below. Further, MDA, forming part of this Report, also brings out review of the business operations of major subsidiaries, joint ventures, associates, and jointly controlled entities.

Energy Sector

Total installed capacity in India stood at 442 GW on March 31, 2024. Conventional energy (from thermal) sources accounted for 243 GW or 55% of the total capacity while renewable energy sources accounted for 144 GW and the rest comprised capacity from nuclear and hydro (>50 GW) based power plants. While

conventional sources accounted for only 55% of capacity, they,

however, accounted for 76% of total generation.

Following are some of the key metrics of the Power sector in

India during FY 2023-24:

• FY 2023-24 saw a substantial increase in electricity generation by 7% over the previous year - 1,738 BU generation in FY 2023-24 as compared to 1,625 BU in FY 2022-23.

• Peak power demand has witnessed a significant rise, jumping from 136 GW in FY2014 to a record high of 243 GW in September 2023. This trend is expected to continue, with projections indicating a peak demand of 260 GW in FY 2025.

• Generation from thermal sources increased by 9.94% to 1,326 BU in FY 2023-24 compared to 1,206 BU in FY 2022-23.

• Generation from renewable sources increased by 10.86 % to 226 BU in FY 2023-24 compared to 204 BU in FY 2022-

23. Further, installed capacity from renewable energy sources increased by 15% to 144 GW in FY 2023-24 from 125 GW in FY 2022-23.

• Coal production by CIL increased by nearly 12% with production of 997 million tonnes which aided the increase in thermal power generation.

Our Energy Sector companies have an operating capacity of around 3,020 MWs comprising of Coal, Gas, Hydro, and other Renewable power plants in India. Around 1,775 MWs of power projects are under various stages of development. The Energy Sector has a diversified portfolio of thermal and hydro projects with a mix of merchant and long term Power Purchase Agreements (PPA).

Our focus over the past year has been on improving profitability and achieving operational excellence. On the regulatory front, we were able to continue to get positive results for our efforts on regulatory orders in APTEL and CERC. Our focus continued to be on the recovery of regulatory receivables during FY 202324 and we have succeeded in adding significant cashflows on account of recoveries from regulatory receivables.

We continue to engage in policy advocacy through Industry Associations to remove bottlenecks and enhance power sector operationalization of idling assets. This year, the Government allowed linkage-coal for sale of power in short term markets.

In the context of sectoral developments, our energy assets have shown an improved performance. Following are the major highlights of our Energy Sector assets:

A. Operational Assets:

Generation:

1. GMR Warora Energy Limited (GWEL) - 600 MW:

• GWEL, a subsidiary of GEL, operates a 600 MW (2x300) coal-fired power plant at Warora, Maharashtra.

• Currently 90% of power off-take capacity is tied up under long/medium term PPA with Maharashtra through Maharashtra State Electricity Distribution Company Ltd. (MSEDCL), Tamil Nadu through Tamil Nadu Generation and Distribution Corporation (TANGEDCO) and Haryana Power Purchase Center (HPPC).

• GWEL met 89% compliance for MSEDCL PPA, 89% for TANGEDCO PPA and 88% for Gujarat Urja Vikas Nigam Limited (GUVNL) PPA (GUVNL PPA has ended in FY 2023-24 and has been replaced by PPA with HPPC) in FY 2023-24.

• Balance around 50 MW untied capacity is sold in the open market through power Exchanges.

• Capital overhauling of Unit-1 & Unit-2 improved the reliability of the machine, with significant improvement of key performing indicators like Auxiliary Power Consumption, Station Heat Rate, etc.

• During the year, the Plant has achieved availability of 94% and Plant Load Factor (PLF) of 83% (Deemed PLF - 85%), the highest ever since the commissioning of the plant.

• Ash Utilization of 104.3% was achieved by tying with nearby Cement Factories and NHAI for Fly Ash and various Brick Manufacturers for Bottom Ash.

• Plant achieved zero LTI and fatality incident.

• Plant was awarded with many prestigious awards during the year, some of them are as below:

o "National Energy Conservation Award" - 1^st prize in Thermal Power Plants (>100 MW) category from Bureau of Energy Efficiency, MoP, GOI.

o 1^st Prize in "National Award for excellence in

Water management" by CII.

o 6^th Consecutive "Excellent Energy Efficiency

Unit" & 4^th Consecutive "National Energy Leader Award" from CII. Only 4 IPPs received the award.

• During the Year, the plant has received the following Certifications:

o 3^rd consecutive year bagged "Utkristh" rating

(>95% score) in 5S assessment carried by M/s National Productivity Council (NPC).

o Implemented "Privacy Information Management System - PIMS - ISO 27701" to enhance customer and employee personal data security as a part of the ESG action plan.

o Completed "Zero Waste to Landfill" certification and achieved a diversion rate of 99.996%.

o Implemented "Business Continuity Management system - ISO 22301" to strengthen risk management process.

• During the Year, the plant has carried out following activities in ESG:

o Installed solar power plant of 70 kw to address administration building load.

o RO Water ATM - Through 17 water ATMs, 4,500 households (nearly 18,000 people) are getting Potable Drinking Water

o 54 students benefited through Coding Classes

o Education imparted to 509 students

through Smart Classes

2. GMR Kamalanga Energy Limited (GKEL) - 1,050 MW:

• GKEL, a subsidiary of GEL, operates a 1,050 MW (3x350) coal-fired power plant at Kamalanga Village, Odisha.

• 90% of the capacity is tied up under long/medium term PPAs with Haryana through PTC India Limited, Odisha through GRIDCO Limited, Bihar through Bihar State Power Holding Company Limited and Tamil Nadu through PTC India Limited.

• GKEL met 87.5% compliance for Haryana, 90.1% for GRIDCO PPAs, 87.8% for Bihar PPA and 87.3% for TANGEDCO PPA.

• During the year, the Plant has achieved availability of 87% and a Plant Load Factor (PLF) of 82.2%, highest ever since the commissioning of the plant.

• U-2 & U-3 Capital overhauling completed. High and Intermediate Pressure (HIP) and Low Pressure (LP) Turbine-Generator set maintenance done 1^st time since COD. Many chronic issues were rectified. Improvement in Station HR ~ 20 Kcal/KWh, APC ~ 0.14%.

• 100% Ash Utilization was achieved by tying with NHAI, Cement Manufacturers and various Brick Manufacturers for Fly Ash.

• Credit rating has been upgraded from CARE BB to investment grade i.e., CARE BBB (-).

• Plant achieved zero LTI and fatality incident.

• Plant was awarded with many prestigious awards during the year, some of them are as below:

o British Safety Council (BSC) 5-star rating on the first attempt with a score of 93.15%

o "Utkrisht" (97.02%) rating in the 5S audit by M/s NPC. This is the 3^rd consecutive time GKEL achieved this rating.

o CII "Excellent Energy Efficient Unit" in the power sector in the 24^th National Award ceremony for 'Excellence in Energy Management'

• During the Year, the plant has carried out following activities in ESG:

o Free eye camp for truck drivers in association with Kalinga Eye hospital - 201 drivers benefited including 55 received reading glass and 19 power glass

o Fish farming promoted in 70 ponds using all package of practices

o Construction of first floor in orphanage home, Mahulapada

3. GMR Bajoli Holi Hydropower Private Limited (GBHHPL) - 180 MW:

• GBHHPL, a subsidiary of GEL, located on the river Ravi in Chamba District, Himachal Pradesh, commissioned the 180 MW Bajoli Holi Hydro Electric Plant (HEP) on March 28, 2022.

• GBHHPL has a tie-up with DIAL and UPPCL for supply of its power. Any surplus power generation is available for sale on merchant basis that is being availed based on market opportunity.

• All the 3 machines' annual overhaul was carried out successfully in-house.

• During the year, the Plant has achieved availability of 93% and Plant Load Factor (PLF) of 45% despite the overall water deficit of 15% in the river inflow.

4. GMR Vemagiri Power Generation Limited (GVPGL) - 388 MW:

GVPGL, a wholly owned subsidiary of GEL, operates a 388 MW natural gas-fired combined cycle power plant at Rajahmundry, Andhra Pradesh.

• GVPGL did not operate in the last financial year due to scarcity of gas.

• Efforts and discussions with government are on for arriving at possible options to operate the plant

• In addition, a legal case is being pursued for allowing Deep Water Gas under the existing PPA.

5. GMR Rajahmundry Energy Limited (GREL) - 768 MW:

GREL is a 768 MW (2 x 384 MW) combined cycle gas-based power project at Rajahmundry, Andhra Pradesh.

• Efforts and discussions with the government are on to arrive at possible options to operate the plant.

6. GMR Gujarat Solar Power Limited (GGSPL), Charanka Village, Gujarat:

• GGSPL, a wholly owned subsidiary of GEL, operates a 25 MW Solar power plant at Charanka village, Patan district, Gujarat.

• GGSPL had entered into 25-year PPA with Gujarat Urja Vikas Nigam Limited for the supply of entire power generation.

• GGSPL attained commercial operation on March 04, 2012.

• During the year, GGSPL started in-house O&M activity and overall O&M cost was optimized.

• Plant achieved a gross PLF of 14.08 % for FY 202324. PLF reduced compared to the previous year due to windstorms and Biparjoy Cyclone.

7. GMR Rajam Solar Power Private Limited (GRSPPL), Rajam:

GRSPPL, a wholly owned subsidiary of GEL, operates 1 MW Solar power plant in Rajam, Andhra Pradesh, since January 2016.

• The Company had signed a 25-year PPA with both GMR Institute of Technology (700KW) and GMR

Varalakshmi Care Hospital (300KW) for the sale of power generated.

• Plant achieved gross PLF of 14.09% for FY 2023-24.

B. Projects Under Development:

1. GMR Upper Karnali Hydropower Limited (GUKPL) - 900

MW:

• GUKPL, a subsidiary of GEL, is developing 900 MW Upper Karnali Hydroelectric Project (HEP) located on river Karnali in Dailekh, Surkhet and Achham Districts of Nepal.

• Post execution of Project Development Agreement (PDA), several key activities have been completed.

• Technical design of the Project has been finalized post detailed technical appraisal by a seven-member Panel of Experts (empaneled with IFC) and Hydraulic model studies.

• The Power Sale Agreement (PSA) with Bangladesh Power Development Board (BPDB) for supply of 500 MW Power, has been finalized and initialed by all three Parties, BPDB, GUKPL and NTPC Vidut Vyapar Nigam Limited and is in final stage of execution.

• Interconnection point and the Delivery Point have been finalized and approved by Govt. of India in consultations with Govt. of Nepal and BPDB for transmission of power from the Project in Nepal to Bangladesh using the Indian Grid System.

• A constitutional bench of the Supreme Court of Nepal has quashed all 6 PIL against Govt. of Nepal concerning the project.

• GUKPL is in the process of finalizing its plan for going ahead with project construction after achieving financial closure.

2. GMR (Badrinath) Hydro Power Generation Private

Limited (GBHPL) - Badrinath - 300 MW:

• The Alaknanda Power Project is a 300 MW run-of-the-river power facility to be constructed on the Alaknanda River in the Chamoli district of the state of Uttarakhand.

• All clearances are in place including Environmental and Forest clearances. The project is in a state of readiness for the start of construction.

• The final Supreme Court hearing on the stay order is scheduled for the November 13, 2024.

• GBHPL had won the project through a bidding process under which it had incurred costs on project development. During the year, GBHPL has filed an application before the hon'ble Supreme Court of India for reimbursement of costs incurred by it as the project was put on hold for no fault of GBHPL.

3. GMR Londa Hydropower Private Limited (GLHPPL) -225 MW:

• The Talong Londa HEP is a 225 MW Hydropower project in East Kameng district in Arunachal Pradesh.

• Techno-economic closure from Central Electricity Authority is in place. Environmental Impact Assessment (EIA) / Social Impact Assessment (SIA) studies have been completed. In-principle Environmental clearance is also in place.

• GLHPPL is continuously engaged with the Government of Arunachal Pradesh for further development and way forward.

Transportation Sector

GPUIL's Transportation Business consists of the Highway segment, which is engaged in the development of Highways on a BOT / Annuity basis. As on date, the Transportation Business holds a portfolio consisting of three operational roads located in Andhra Pradesh, Haryana - Punjab and Tamil Nadu, with a total length of approx. 730 lane kilometers.

Highways:

The GPUIL Highways portfolio consists of two BOT (Annuity) and one BOT (Toll) projects.

During FY 2023-24, GMR Highways vertical has reached amicable settlement of its dispute with NHAI for Hyderabad -Vijayawada project. In view of the significant loss of revenue due to bifurcation of the stretch between two states i.e. Telangana and Andhra Pradesh, GHWL had raised claims in terms of the agreement, against NHAI, seeking compensation against such losses, arising due to change in law. NHAI had paid H 1,387 Cr. and project was handed back to NHAI on July 01, 2024.

For Chennai Outer Ring Road (COOR) project, claims/arbitrations against the Government of Tamil Nadu have been settled and amount has been received.

Ambala Chandigarh (GACEPL) traffic improved amid farmer strike but remains affected off and on due to congestion caused by various improvement works on the highway by NHAI and alternate roads.

Further, during the year, we have carried out major maintenance for 51.6 Km stretch of Adloor Yellareddy - Gundla Pochanpalli project with Hot-In Place Recycling (HIPR) Technology. This will improve the riding quality of the surface and will provide the users a safe and high-quality ride.

At all GMR Highways, High-Pressure Sodium Vapour (HPSV) street lights have also been converted to LED lights without incurring any capital expenditure for achieving energy saving.

EPC

Group was awarded EPC contracts by Dedicated Freight Corridor Corporation of India Limited (DFCCIL) to construct two packages of Dedicated Freight Corridors New Bhaupur to New Deen Dayal

Upadhyay (DDU) Junction (Packages - 201 and 202) in the State of Uttar Pradesh and two more packages of Dedicated Freight Corridors from Ludhiana -Khurja - Dadri (Packages - 301 and 302) in the States of Haryana, Uttar Pradesh and Punjab. Company has completed 98% in EDFC Package 201; 99% in EDFC Package 202;

EPC Division has successfully commissioned the last section between Ahraura - New DDU Junction in June 2023, thereby completing double lane of 417 Km stretch between New Bhaupur and New DDU Junction under Packages - 201 and 202.

The shift of goods trains to the dedicated freight corridor is expected to offer significant reduction of Green House Gas (GHG) emissions in the Transportation Sector in the Country.

In December 2023, Hon'ble Prime Minister formally dedicated the entire stretch between New Bhaupur - New DDU section to the nation. This section has achieved an average speed of 87 Kmph and maximum speed of 100 Kmph in line with speed of Rajdhani Trains.

URBAN INFRASTRUCTURE:

GPUIL's Urban Infrastructure Business is engaged in holding and developing land in India as Special Investment Regions (SIR), which are special economic interest areas. GPUIL is currently holding land parcel in the Krishnagiri district of the state of Tamil Nadu through a subsidiary company GMR Krishnagiri SIR Limited (GKSIR). Additionally, GPUIL, through other subsidiaries possesses large land parcels in the Krishnagiri district. GPUIL has undertaken the development of SIR in a phased manner.

GMR Krishnagiri Special Investment Region (GKSIR)

The Group through GKSIR & other subsidiaries had around 1,172 Acres of land in Krishnagiri District, Tamil Nadu for developing industrial infrastructure at the beginning of FY 2023-24. During the FY 2023-24, the Group has sold around 188 Acres including around 122 Acres to TN state Government agency (SIPCOT). In addition, ~101 Acres have been leased to TEL Components Private Limited for their greenfield Mobile phone assembly plant.

GKSIR is planning to develop ~65 Acres of land by creating infrastructure facilities suitable for prospective clients for setting up their industrial units.

GMR Aviation Private Limited (GAPL)

GAPL owns and operates a small fleet of aircrafts for charter services. In order to boost revenues and rationalize overhead costs, GAPL entered into a management contract with Jet Set Go - a general aviation fleet aggregator, commonly referred to as the "Uber of the Skies". As per the agreement, Jet Set Go has taken responsibility for operations and sourcing of external clients for the use of GAPL aircrafts and the business has shown marked improvement over the past years. All maintenance contracts have also been renegotiated leading to reduction in costs. We are confident that GAPL will continue on the turnaround path.

Consolidated Financial Statements

In accordance with the Companies Act, 2013 ("the Act") and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - Investments in Associates and Joint Ventures, the audited consolidated financial statements are provided in the Annual Report.

Holding, Subsidiaries, Associate Companies and Joint Ventures

As on March 31, 2024, the Company had 72 subsidiary companies apart from 3 associate companies and joint ventures. During the year under review, GMR Kashi Smart Meters Limited, GMR Triveni Smart Meters Limited and GMR Agra Smart Meters Limited have become subsidiaries of the company. Further, during the year under review Indo Tausch Trading DMCC (ITTD) had ceased to be the subsidiary of the Company.

Further post March 31, 2024, Portus Ventures Private Limited became an Associate Company w.e.f. April 02, 2024.

The complete list of subsidiary companies and associate companies (including joint ventures) as on March 31, 2024 in terms of the Companies Act, 2013 is provided as Annexure - B to this Report.

The Policy for determining material subsidiaries may be accessed on the Company's website at the link: https://investor.gmrpui. com/pdf/6.Policy%20on%20Material%20subsidiaries final.pdf.

Report on the highlights of performance of subsidiaries, associates and joint ventures and their contribution to the overall performance of the Company has been provided in Form No. AOC-1 as Annexure-A to this Report and therefore not reported to avoid duplication.

The financial statements of the subsidiary companies have also been placed on the website of the Company at https://investor. gmrpui.com/annual-account-of-subsidaries.

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note no. 2 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the loss of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls to be followed by the Company have been laid down and that the financial controls are adequate and are operating effectively;

f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Corporate Governance

The Company continues to follow the Business Excellence framework, based on world class Malcolm Baldrige Framework for Performance Excellence which was adopted by GMR Group in the year 2010. With over a decade now, the deployment of the GBEM framework has taken roots in over 15 Group Businesses.

Various Continuous Improvement and Break-Through Innovation initiatives under the umbrella of GBEM have yielded tremendous benefits to various Group Companies in terms of Cost Savings and new avenues for revenue generation. The key initiatives like 5S, Kaizens, Idea Factory, CIPs (Continuous Improvement Projects) and regular BE Assessments have been implemented with lot of rigor and enthusiasm. A Governance Structure is in place along with timely Rewards and Recognitions to GMRites contributing to these initiatives, has helped to grow and sustain these initiatives. Your Company works towards continuous improvement in governance practices and processes, in compliance with the statutory requirements.

The Report on Corporate Governance as stipulated under relevant provisions of SEBI LODR forms part of the Annual Report. The requisite Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the said Report.

Business Responsibility & Sustainability Report

As stipulated under Regulation 34(2)(f) of SEBI LODR read with Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 issued by the Securities and Exchange Board of India (SEBI), the Business Responsibility & Sustainability Report (BRSR) for the Financial Year 2023-24, describing the initiatives taken by the Company from an Environmental, Social and Governance perspective is attached as part of the Annual Report.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the FY 2023-24 with related parties referred in Section 188(1) of the Act were in the ordinary course of

business and on arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties referred in Section 188(1) of the Act which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Since all the related party transactions were in ordinary course of business and at arm's length basis, Form AOC-2 is not applicable.

The Policy on related party transactions as approved by the Board may be accessed on the Company's website at the link: https:// investor.gmrpui.com/pdf/3.Policy on Related Party Transaction. pdf . Your Company draw attention of the members to Note no. 32 to the standalone financial statement which sets out related party disclosures.

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Policy (CSR Policy), of the Company indicating the activities to be undertaken by the Company, may be accessed on the Company's website at the link: https://investor.gmrpui.com/pdf/1.CSR POLICY-GPUIL - Final.pdf. The details of the CSR Committee are provided in the Corporate Governance Report which forms part of the Board's Report.

The Company has identified the following focus areas towards the community services / CSR activities, which inter alia include:

• Education

• Health, Hygiene & Sanitation

• Empowerment & Livelihoods

• Community Development

The Company, as per the approved policy, may undertake other need-based initiatives in compliance with Schedule VII to the Act. During the year, the Company was not required to spend any amount on CSR as it did not have any profits. Accordingly, it has not spent any amount on CSR activities. However, the Company, through its subsidiaries/ associate companies spent an amount of INR. 7.09 Crore, during the year on CSR activities. The details of such activities carried out with the support of GMR Varalakshmi Foundation (GMRVF), Corporate Social Responsibility arm of the GMR Group, have been highlighted in Business Responsibility and Sustainability Report. The Annual Report on CSR activities is annexed as "Annexure - C" to this Report.

Risk Management and ESG Journey

The Board of Directors of the Company has a Risk Management Committee which is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has an additional oversight in the area of financial risks and controls. In addition, the updates on Enterprise Risk Management (ERM) activities are shared on a regular basis with Management Assurance Group (MAG), the Internal Audit function of the Group.

The Company has in place the Risk Management Policy duly approved by the Board of Directors designed to identify, assess and mitigate risks appropriately.

Currently, in opinion of the Board, there are no risks that threaten the existence of the Company. However, details of the risk concerns, threats Identification, assessment, profiling, treatment and monitoring including ESG concerns are covered in MDA section, which forms part of this Report. Details on the ESG iniciatives are covered under the BRSR section of the Report.

Significant developments during the year under review are as follows:Energy

GPUIL's energy business is engaged in operating/ developing diverse power plants including coal-fired, gas-fired, hydro, solar plants and power trading. GPUIL has also ventured in area of installation of Smart Meters and will look for adjacent opportunities to improve revenues and returns.

• FY2023-24 was a year of recovery of global and Indian economies. In India, economic recovery resulted in huge surge in power demand. To meet the surge in demand, the government is accelerating the development of new thermal and renewable capacities.

• Our power plants have consistently improved in the fields of efficiency, safety and ESG, winning accolades and bagging awards. Our Warora plant (GWEL), for example, received certifications on 5S, ISO certifications under various categories - ISO-9001-2015; ISO 14001-2015; ISO 45001-2018; ISO 50001:2018; ISO 46001:2019 without any non-conformities. In the previous year, GWEL also implemented PIMS - ISO 27701, Business Continuity Management system - ISO 22301. Similarly, our plant at Kamalanga (GKEL) also received awards on efficiency, management and certifications on ISO compliances.

• One of the key issues that our coal based plants were grappling with was the regulatory receivables that have been due from DISCOMs but have been contested for a number of years. We have made significant progress on the resolution of many of these matters, and realization of such receivables will greatly assist these businesses in improving their debt situation and improving the potential returns to shareholders.

• Taking advantage of the higher coal pricing and superior financial performance of PTGEMS, your Company had divested its 30% stake in PTGEMS at an attractive pricing. This divestment has not only helped the group to exit from the non-core coal mining activity but also helped in reducing significant amount of debt in the Company.

• The gas-based power generation units within the Group were unable to restart operations on account of the continuing lack of gas supply. Various representations have been made to the Government through industry forums, but a final solution is yet to be announced.

• GPUIL had commissioned the 180 MW Bajoli Holi hydro plant. It is now fully operational with almost 100% of its power tied up through long term PPAs with Delhi International

Airport Limited (DIAL) and Uttar Pradesh Power Corporation Limited (UPPCL).

• As part of Energy 2.0, GMR has won a smart metering project in Uttar Pradesh through competitive bidding. The project, valued at around H 7,500 Crs, entails the installation of around 76 lakh smart meters across specific districts of Uttar Pradesh.

• EV charging infrastructure is another growth opportunity, which synergizes well with the airport portfolio of the GMR Group. We have partnered with cab operators and aggregators to put up charging infrastructure at airports being operated by GMR Airports Infrastructure Limited (formerly known as GMR Infrastructure Limited) (GIL/) and are looking to expand this business segment further.

Transportation and EPC Sector

GPUIL's Transportation business consists of Highways segment, which is engaged in the development of Highways on a BOT / Annuity basis. As on date, the Transportation Business holds a portfolio consisting of three operational roads located in Andhra Pradesh, Haryana-Punjab and Tamil Nadu, with a total length of approx. 730 lane kilometers.

GPUIL's EPC Business is engaged in delivering EPC solutions in the infrastructure sector, with an increasing focus on provision of construction services to the railway sector.

Some of the risks that had emerged in the past couple of years stand mitigated thanks to the economic recovery and as some of the long-pending disputes were resolved.

• During FY2023-24, GMR Highways vertical has reached amicable settlement of its dispute with NHAI for Hyderabad - Vijayawada project. In view of the significant loss of revenue due to bifurcation of the stretch between two states i.e. Telangana and Andhra Pradesh, GHWL had raised claims in terms of the agreement, against NHAI, has paid the agreed compensation of H 1,387 Cr, against such losses, arising due to change in law, and project has been handed back to NHAI on July 01, 2024.

• Further, in its dispute with the government of Tamil Nadu for Chennai Outer Ring Road (CORR), GMR Highways Limited has received a substantial amount, which will further help in paring down the debt at GPUIL.

• In our EPC business, we have achieved a major milestone with the completion of 417 km long Dedicated Freight Corridor package awarded to us in the state of Uttar Pradesh. This is a national project of great importance and will help reduce freight cost quite materially for the Railway freight.

Urban Infrastructure:

Our Urban Infrastructure Business is engaged in holding and developing land in India as SIRs, which are special economic interest areas. GPIIL is currently holding land parcel in the Krishnagiri district of the state of Tamil Nadu in a joint venture with Tamil Nadu Industrial Development Corporation ("TIDCO").

Additionally, your Company, through subsidiaries possesses large land parcels in the Krishnagiri district. The Krishnagiri SIR forms part of the Bangalore-Chennai industrial corridor. Your Company has undertaken the development of SIR in a phased manner and has been able to make significant progress in land monetization over the past 12 to 24 months.

GKSIR has already sold about 504 Acres in Phase 1 to Tata Electronics Pvt Ltd (TEPL). TEPL has established a greenfield mobile phone component manufacturing facility with a projected investment of H 4,500 crore and with employment potential of 18,000 persons and commercial production has already started. In Phase 2, GKSIR has leased ~101 Acres to TEL Components Private Limited for their greenfield Mobile phone assembly plant. GPUIL's other subsidiaries have also sold about 122 Acres in Krishnagiri District to TN State Government agency (SIPCOT) for development of industrial infrastructure in the region, including around 93 Acres held by GKSIR. Furthermore, around 345 Acres have been notified by SIPCOT for further acquisition, including 301 acres held by GKSIR.

GKSIR is planning to develop around 65 Acres of land in Phase 3 by creating infrastructure facilities suitable for prospective clients for setting up their industrial units.

GPUIL, through its leadership and management takes proactive measures to mitigate risks:

• The senior leadership of the Company along with senior stakeholders of businesses worked closely in resolving the above issues at each business / function level and key issues were escalated to the Management Committee of the Company.

• While the impact of sanctions on Russia were being felt across the globe, India had exploited its unique relationship with the country and continued to import Russian crude at favorable terms which has limited the economic impact. This strategy by Indian government has helped economic activities recover steadily, thereby having positive impact on our business operations both in energy sector and transportation sector.

• As business activities rebound, there is a fresh impetus to resolving the ongoing disagreements/ disputes in contracts and concessions. Your Company is well positioned in resolving disagreements and disputes such that the outcomes can be expected to be beneficial to the stakeholders.

• While the risk treatment by our Company have reduced the severity of some risks, a few risks persist, owing to their nature. One such risk is cyber-security risk that is ever-changing in sophistication and probability of materializing. The Company is well-equipped in mitigating cyber-security risks through our frequently upgraded and updated security measures.

• Your Company continues to be in position of utmost readiness for mitigating physical risks to the businesses and to recover to normal operations level swiftly and

efficiently. For this the Disaster Recovery Plan and Business Continuity Plan remain in full force at all times.

• Your Company takes stock of the risks that it faces and the mitigation measures it takes and apprises the Risk Management Committee of the Board periodically.

• Your Comapny has carried out a comprehensive exercise of benchmarking the existing operations and business strategies for establishing ESG best practices in the industry and continually strive to excel in the responsibilities towards environment, the stakeholders and community with highest standards of governance.

Updates on ERM activities are shared on a regular basis with Management Assurance Group (MAG), the Internal Audit function of the Group.

Internal Financial Controls

Your Company has put in place policies and procedures including the design, implementation and monitoring of internal controls over its operations to ensure orderly and efficient conduct of its businesses, including adherence to the Company's policies and procedures, safeguarding of assets, prevention and detection of fraud, accuracy and completeness of accounting records and timely preparation of reliable financial disclosures under the Act.

These controls and processes have been embedded and integrated with SAP and / or other allied IT applications, which have been implemented across all the Group companies. During the year under review, these controls were reviewed and tested by Management Assurance Group (Internal Audit) of the Company. The Statutory Auditors of the Company have also tested the Internal Controls over financial reporting.

There were no reportable material weaknesses observed in design or operating effectiveness of the controls except in few areas, where there is a need to further strengthen the controls. Corrective and preventive actions, as appropriate have been taken by the respective functions.

Directors and Key Managerial Personnel

During the financial year ended 2023-24, Mr. I.V. Srinivasa Rao and Mr. S.K. Goel, Independent Directors resigned from the Board w.e.f July 10, 2023 and July 28, 2023 respectively due to personal reasons and other professional commitments.

The Board of Directors place on record their deep sense of appreciation for the contributions made by Mr. I.V. Srinivasa Rao and Mr. S.K. Goel during their association with the Company as Independent Directors.

Based upon the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the members of the Company in the 4^th Annual General Meeting ("AGM") held on September 18, 2023 had appointed Mrs. Suman Naresh Sabnani, Mr. Shantanu Ghosh and Dr. Fareed Ahmed as Independent Directors for a term of 3 years w.e.f August 04, 2023 or upto 6^th Annual General Meeting whichever is earlier. In

the opinion of the Board, they possess integrity, expertise and experience (including proficiency) required for appointment as Independent Director.

Further, the members, in the 4^th AGM, had also approved the reappointment of Mr. Grandhi Kiran Kumar, and Mr. B.V.N. Rao, who were liable to retire by rotation, as Non-executive Directors.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. G.M. Rao and Mr. Srinivas Bommidala, Directors of the Company, liable to retire by rotation at the ensuing AGM of the Company and being eligible, have offered themselves, for re-appointment. The Nomination and Remuneration Committee and the Board on the basis of performance evaluation, recommend their appointment, and the resolutions seeking Members' approval for their re-appointment along with other required details forms part of the Notice.

Further, based on the recommendation of Nomination and Remuneration Committee and the Board on the basis of performance evaluation, recommend the re-appointment of:

i. Mr. Srinivas Bommidala as Managing Director in the category of "Key Managerial Personnel" for a further period of three years with effect from January 31, 2025, on the expiry of his current tenure;

ii. Mr. Subba Rao Gunuputi as Executive Director of the Company for a further period of three years with effect from January 31, 2025 on the expiry of his current tenure; and

iii. Mr. Madhva Bhimacharya Terdal as an Executive Director of the Company for a period of one year effective from August 8, 2024.

The brief resumes and other details relating to the directors who are proposed to be re-appointed, as required to be disclosed as per the provisions of the SEBI LODR/ Secretarial Standard are given in the Annexure to the Notice of the 5^th AGM.

Board Evaluation

Annual performance evaluation of the Board, its Committees and Individual Directors pursuant to the provisions of the Act and the corporate governance requirements under SEBI LODR have been carried out. The performance of the Board and its committees was evaluated based on the criteria like composition and structure, effectiveness of processes, flow of information and functioning etc.

The Board and the NRC reviewed the performance of the Individual Directors on the basis of criteria such as the contribution of the Individual Directors to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

The Independent Directors at their separate meeting held during the year had also reviewed the performance of the NonIndependent Directors, Chairman and the Board as a whole.

Policy on Directors' Appointment and Remuneration

The Company has devised a Nomination and Remuneration Policy ("NRC Policy"), which inter alia sets out the guiding principles for identifying and ascertaining the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel (KMP) and Senior Management Personnel. The NRC Policy further sets out guiding principles for the Nomination and Remuneration Committee for determining and recommending to the Board the remuneration of Managerial Personnel, KMP and Senior Management Personnel. There has been no change in NRC Policy after its formulation.

The Company's Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management is available on the Company website at https://investor.gmrpui.com/policies.

In recognition of the importance of having a diverse Board towards success of the organization, the Company has adopted the Board diversity policy. The Policy provides for having an appropriate blend of functional and industry experts on the Board, diversity in terms of cultural background, gender, skillset etc.

Declaration of Independence

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed both under Section 149(6) of the Act and Regulation 16 of SEBI LODR and there has been no change in the circumstances affecting their status as Independent Directors of the Company. The Company has also received a declaration from all the Independent Directors that they have registered their names in the Independent Directors Data Bank.

Further, the Independent Directors have confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and also complied with the Code of Conduct for directors and senior management personnel, formulated by the Company.

Auditors and Auditors' Report Statutory Auditors

M/s. Walker Chandiok & Co. LLP, Registration No. (001076N/ N500013), were appointed as Statutory Auditors of the Company for a term of 5 (five) years from the conclusion of the 1^st AGM held on October 16, 2020, till the conclusion of the 6^th AGM of the Company.

The Auditors' Report does not contain any qualification, reservation, adverse remark. The notes on financial statement referred in Auditor's Report are self -explanatory and do not call for further comment.

Pursuant to provisions of Section 143(12) of the Act, the Statutory Auditors has not reported any incident of fraud to the Audit Committee or Board during the period under review.

Cost Auditors

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company with reference

to its EPC business was required to maintain the cost records and the said cost records were also required to be audited. The Board of Directors at its meeting held on August 09, 2023, had appointed M/s JSN & Co., Cost Accountants (Firm Registration No. 000455), as cost auditors of the Company for conducting the audit of cost records for the FY 2023-24. The Members of the Company at their 4^th AGM held on September 18, 2023, had ratified the remuneration payable to the Cost Auditors in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

Your company has prepared and maintained Cost Accounts and records for the FY 2023-24 as per sub-section (1) of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, approved the re-appointment of M/s. JSN & Co., Cost Accountants (Firm Registration No. 000455), as cost auditors at its meeting held on August 14, 2024 for the FY 202425 for conducting the audit of cost records of the Company pursuant to the provisions of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration payable to Cost Auditors, M/s. JSN & Co., Cost Accountants for conducting Cost Audit of the Company for the FY 2024-25, as recommended by the Audit Committee and approved by the Board, has to be ratified by the Members of the Company. The same is placed for ratification of Members and forms part of the Notice of the ensuing AGM.

Pursuant to provisions of Section 143(12) of the Act, the Cost Auditors has not reported any incident of fraud to the Audit Committee or Board during the period under review.

Secretarial Auditor

The Board had appointed M/s. V. Sreedharan & Associates, Company Secretaries in Practice, to conduct the Secretarial Audit for the FY 2023-24. The Secretarial Audit Report of the Company as prescribed under Section 204 of the Act read with Regulation 24A of the SEBI LODR, for the FY ended March 31, 2024 is annexed herewith as "Annexure-D" to this Report. The Secretarial Audit report does not contain any qualification, reservation or adverse remarks.

Further, the Secretarial Audit reports of material unlisted subsidiaries of the Company incorporated in India, as required under Regulation 24A of the SEBI LODR for the financial year ended March 31, 2024 have been annexed as "Annexure E-1 to E-3".

The Board of Directors of your Company at its Meeting held on August 14, 2024, has re-appointed M/s. V. Sreedharan & Associates, Company Secretaries who provided consent and confirmed their eligibility to act as the "Secretarial Auditors" of the Company, to conduct the Secretarial Audit for the FY 202425, pursuant to the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules , 2014.

Pursuant to provisions of Section 143(12) of the Act, the Secretarial Auditors has not reported any incident of fraud to the Audit Committee or Board during the period under review.

Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Disclosures:

CSR Committee

The CSR Committee comprises of Mr. G. Subba Rao as Chairman, Dr. Emandi Sankara Rao and Dr. Satyanarayana Beela, as members.

Audit Committee

The Audit Committee comprised of Dr. Siva Kameswari Vissa as Chairperson, Dr. Satyanarayana Beela, Dr. Fareed Ahmed and Mrs. Suman Naresh Sabnani, as members.

Mr. I.V. Srinivasa Rao and Mr. S.K. Goel ceased to be the members of the Audit Committee consequent upon their resignation from the Board effective July 10, 2023 and July 28, 2023, respectively. Dr. Fareed Ahmed and Mrs. Suman Naresh Sabnani were coopted as members of the Committee on August 4, 2023. All the recommendations made by the Audit Committee were accepted by the Board during the year.

Further details on the above committees and other committees of the Board are given in the Corporate Governance Report.

Vigil Mechanism

The Company has a Whistle Blower Policy, which provides a platform to disclose information regarding any purported malpractice, fraud, impropriety, abuse or wrongdoing within the Company, confidentially and without fear of reprisal or victimization. Your Company has adopted a whistleblowing process as a channel for receiving and redressing complaints from employees, directors and third parties, as per the provisions of the Act, SEBI LODR and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

The details of the Whistle Blower Policy is provided in the Corporate Governance Report and also hosted on the website of the Company.

Meetings of the Board

A calendar of Board and Committee Meetings is prepared and circulated in advance to the Directors. During the year, four (4) Board Meetings were held, the details of which are given in the Corporate Governance Report. The intervening gap between two consecutive Board Meetings was within the period prescribed under the Act and SEBI LODR.

Particulars of Loans, Guarantees and Investments

A statement regarding Loans / Guarantees given, Securities provided and Investments made is mentioned in the notes to the Financial Statements. However, being an Infrastructure Company, the provisions of Section 186 of the Act (except sub-section (1)) are not applicable to the Company in terms of provisions of Section 186(11).

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is provided in "Annexure-F" to this report.

Annual Return

Pursuant to Section 134 and Section 92(3) of the Act as amended, copy of the draft Annual Return for the FY 2023-24 has been placed on the Company website at https://investor. gmrpui.com/annual-reports.

Particulars of Employees and related disclosures

The information required under Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including amendments thereto), is attached as "Annexure-G" to this Report.

The information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including amendments thereof), is provided in the Annexure forming part of this Report. In terms of the first proviso to Section 136 of the Act the Report and Accounts are being sent to the members excluding the aforesaid Annexure. Any member interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company.

With reference to Section 197(14), none of the Managerial Personnel of the Company i.e, either managing or whole-time director, draw any Commission from the Company. Some of them are / were managerial personnel in the subsidiary of the Company and draw / were drawing remuneration but no commission from such respective subsidiary.

Dividend Distribution Policy

The Board has adopted Dividend Distribution Policy in terms of Regulation 43A of the SEBI LODR. The Dividend Distribution Policy is disclosed on the website of the Company at the link: https://investor.gmrpui.com/pdf/7.Dividend distribution policy.pdf

Developments in Human Resources and Organization Development

The Company has robust process of human resources development which is described in detail in Management Discussion and Analysis section under the heading "Developments in Human Resources and Organization Development" at GMR Group.

Changes in Share capital

There was no change in authorized, issued and paid-up share capital of the Company during the year under review. However post March 31, 2024, details of shares allotted on account of conversion of FCCBs is mentioned hereinafter.

Foreign Currency Convertible Bonds

GMR Airports Infrastructure Limited (Formerly known as GMR Infrastructure Limited) ('GIL') erstwhile Holding Company had on

December 10, 2015 issued and allotted 7.5% Foreign Currency Convertible Bonds aggregating US$ 300,000,000 (FCCBs) due on 2075 to the Kuwait Investment Authority (KIA).

In accordance with the Scheme and the requirements of Section 2(19AA) of the Income Tax Act, 1961, part of liability pertaining to the outstanding FCCBs of GIL attributable to the Demerged Undertaking stood vested and was transferred to the Company. Accordingly, the FCCBs aggregating to US$ 275,000,000 (United States Dollar Two Hundred and Seventy Five Million) was vested to the Company. The tenure of FCCBs was 60 years from the date of allotment by GIL and FCCBs were convertible into 11,12,41,666 equity shares of the Company.

Recently on July 10, 2024, the Company at the request of KIA transferred the FCCBs to two new investors- Synergy Industrials, Metals and Power Holdings Ltd and Gram Ltd. The new bondholders exercised the right to convert the FCCBs into equity shares of the Company. Accordingly, on July 10, 2024, the Company allotted 11,12,41,666 equity shares and got the same listed on the Stock Exchanges.

Debentures

In the past, the Company had not issued any debentures and accordingly there was no outstanding debentures as on March 31, 2024.

However, the Board of Directors in their meeting held on May 17, 2024 approved the issuance of 15,026 (Fifteen Thousand and Twenty Six) rated, secured, listed, reedemable, non-convertible debentures ("NCDs") of face value of H 1,00,000/- each, for an aggregate amount of up to H 150,26,00,000 (Rupees One Hundred and Fifty Crores and Twenty-Six lakhs only) on a private placement basis, at the coupon /interest rate of 10.9277% (ten decimal nine two seven seven per cent) per annum.

These NCDs issued by the Company are having the maturity period of more than one year and the same are listed on the National Stock Exchange of India Limited.

Environment Protection and Sustainability

Since inception, sustainability has remained at the core of our business strategy. Besides economic performance, safe operations, environment conservation and social well-being have always been at the core of our philosophy of sustainable business. The details of initiatives/ activities on environment protection and sustainability are described in Business Responsibility and Sustainability Report forming part of the Annual Report.

Change in the nature of business, if any

There is no change in the nature of business of the Company.

Significant and Material Orders passed by the Regulators

There are no significant and material orders passed by the Regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Deposits

During the year under review, the Company has not accepted any deposit from the public. There are no unclaimed deposits/

unclaimed/ unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2024.

Compliance by Large Corporates:

Your Company does not fall under the Category of Large Corporates as defined under SEBI vide its Circular SEBI/HO/ DDHS/CIR/P/2018/144 dated November 26, 2018, as such no disclosure is required in this regard.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to address complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

There were no sexual harassment complaints pending or received during the year ended March 31, 2024.

Proceeding under Insolvency and Bankruptcy Code and One-time settlement

1. There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

2. During the year under review, the Company has not made any one-time settlement.

Other than the matters disclosed in this Report, there are no other disclosures to be made in terms of the provisions of Act.

Acknowledgements

Your Directors thank the lenders, banks, financial institutions, business associates, customers, Government of India, State Governments in India, regulatory and statutory authorities, shareholders, debenture holders, debenture trustees and the society at large for their valuable support and co-operation. Your Directors also thank the employees of the Company and its subsidiaries for their continued contribution, commitment and dedication.