Dear Shareholders,

The Board of Directors present the 6 th Annual Report together with the audited financial statements of the Company for the financial year ('FY') ended March 31, 2025.

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

Over the past decade, India's Energy Sector has undergone a paradigm shift, with increasing focus on transition to non-fossil sources of energy. As of March 31, 2025, India's total installed power generation capacity stood at approximately 467 GW, reflecting a continued expansion to meet the nation's growing energy needs. Conventional sources, primarily coal-based thermal power, accounted for around 250 GW (54% of total capacity), while non-fossil energy sources reached a cumulative capacity of approximately 217 GW (46%). The sector is also benefiting from policy focus on grid modernisation, and energy security, while balancing the imperative of reliable and affordable electricity to power India's economic ambitions.

GPUIL's energy business has commissioned capacity of around 2,840 MWs of Coal, Gas and renewable power plants in India and around 1,775 MWs of power projects under development. The energy portfolio has a healthy and diversified sale strategy with a mix of merchant and long- term Power Purchase Agreements ('PPAs').

Under the company's Energy 2.0 strategy, last year the Company entered the smart meter sector after winning the project to install

75.69 lakh smart meters in various districts of Uttar Pradesh. The project is progressing well.

GPUIL's EPC business has finished construction of all sections under the prestigious Eastern Dedicated Freight Corridor project awarded by Dedicated Freight Corridor Corporation of India ('DFCCI'). The sections are fully operational and have moved over 200 GMT of goods.

After amicable settlement of Hyderabad-Vijayawada highway project and subsequent handover to NHAI, the transportation division of the Group now has three operating highway assets spanning around 888 lane kilometers.

GPUIL also continued its land monetisation initiatives at the GMR Krishnagiri Special Investment Region (GKSIR), monetising ~407 acres of land during the year. Going forward, the Company plans to develop select land at GKSIR by creating infrastructure facilities suitable for prospective clients for setting up their industrial units.

The Group continues to actively take up various initiatives on ESG front as well.

Performance highlights – FY 2024- 25

Performance Highlights of your Company on consolidated basis for the FY 2024-25:

• The USD 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 lenders i.e., Synergy Industrials, Metals and Power Holdings Limited ('Synergy') (USD 154 Mn) and to GRAM Limited ('GRAM') (USD 121 Mn). Thereafter, on July 10, 2024, the 7.5% USD 275 Mn FCCBs due in 2075 have been converted into 11,12,41,666 number of equity shares of 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 FCCB Holders are equity investors, and as part of the overall commercial discussions and agreement between the parties, the outstanding interest on the FCCBs 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.

• GMR Hyderabad Vijayawada Expressways Private Limited ('GHVEPL') had executed a Concession Agreement ('Agreement') in October 2009 with National Highway Authority of India ('NHAI'), to construct, operate and maintain a two-lane 181.50 km national highway 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 certain 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 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 has been 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.

• 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 settlement of all exposures, including Term Loan, Non-Convertible Debentures ('NCDs'), Compulsorily Redeemable Preference Shares ('CRPS'), Interest Payable and for release of the Corporate Guarantees issued by the Group and transfer of CRPS and Equity Shares of GREL held by consortium of lenders. GREL has accepted the proposal and paid the first instalment of 165.70 crore towards the OTS on March 29, 2025. Subsequent to the year end, GREL has paid the entire balance OTS amount of 491.30 crore and successfully concluded the OTS including transfer of shares, satisfaction of charges, release of all securities/ Corporate Guarantees issued to the lenders.

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

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

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

(c) GMR Rajahmundry Energy Limited ('GREL'), engaged in operation of 768 MW natural gasbased combined cycle power plant.

Pursuant to the Framework Agreement;

(i) GEL was to transfer:

(a) 79.86% of equity stake in GBHHPL in two stages along with 100% convertible debentures ('CCD') of GBHHPL held by the Group Companies ;

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

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

The combined value for the transfer of securities for all three entities under the Framework Agreement was

653.00 crore, subject to adjustments based on net working capital and other factors at closing.

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

In accordance with the aforesaid agreement, transfer of 70% of equity stake and 100% of CCDs of GBHHPL, 51% of equity stake in Vemagiri and 51% of equity stake in GREL were concluded. GPUIL and its relevant subsidiaries have thus far received a total consideration of 664 crore. towards the said transfers.

• The Company along with Shree Naman Developers Private Limited have incorporated a new Company in the name of Portus Ventures Private Limited with the main objective of carrying out the design, operation and maintenance of the superstructures on the land parcels at the airport site of Mumbai International Airport with an authorised capital of 1,00,000/- divided into 10,000 equity shares of 10/- each.

The Company has subscribed for 2600 equity shares at face value of 10/- each constituting 26% of the total paid up capital of the JV Company for an aggregate cash consideration of 26,000/-.

• 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. GSEDPL had formed three separate SPVs ('Project SPVs') for implementation and operations of the project, which is expected to 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 is being executed under Revamped Distribution Sector Scheme (RDSS). The focus is on creating value in the Adjacent Business areas, working on implementation of AMI Project. The Company has started the installation of Smart meters as per the scheduled plan. The Company has installed smart meters at consumer premises, meeting all performance obligations outlined in the contract. Since the meters are operational and all performance obligations are met, the Project SPVs have recorded the revenue in accordance with Ind AS 115.

• In the Krishnagiri Special Investment Region, 30 acres of land is under discussion for sale to an agency of Tamil Nadu Government and 100 acres to Tata group company. Next phase of development is being planned for 55 acres. Further, discussion with various other parties for the sale of lands is underway.

• Power demand and improved coal supply have resulted in mixed operating performance in the Energy business. Warora Power Project achieved PLF of 85% in FY 2024- 25 as against 83% in FY 2023-24 and Kamalanga Power Project achieved PLF of 86% in FY 2024-25 as against 82% in FY 2023-24.

• 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.

Strategy and way forward – Maximising value of existing assets and building a top tier tech enabled Clean Energy business. Below are 3 Pillars of Company's strategy going forward:

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

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

• Nurture and 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.

Financial Results – FY 2024- 25

a) Consolidated Financial Results

The following table sets forth information with respect to the consolidated statement of profit and loss of the Company for FY 2024-25:

( in crore)

The total income for FY 2024-25 is 6,857.82 crore as against 4,833.20 crore for the FY 2023-24, registering an increase of 41.89%, primarily due to increase in revenue from electrical energy in energy sector, recognizing smart meter revenue for the first time in current financial year, higher annuity income, increase in management and consultancy income offset by decrease in revenue from coal trading, toll income in road sector mainly on account of amicable settlement between GHVEPL and NHAI and EPC construction revenue.

The revenue from the power sector has increased by 67.85% from 3,176.05 crore in FY 2023-24 to 5,330.85 crore in FY 2024-25 primarily due to consolidation of revenue for full year for major operating energy entities like GWEL, GKEL and GMR Gujarat Solar Power Private Limited ('GGSPPL') in FY 2024-25. However, revenue of these entities was consolidated only for four months approximately in FY 2023- 24 as these were assessed as subsidiaries of the group on acquisition of additional stake in GEL with effect from November 22, 2023. The increased revenue has been set off by decrease in coal trading revenue during the current year.

The revenue from smart meter infrastructure has been accounted for the first time in current FY amounting to

320.54 crore as Smart meter SPVs have started installing the meters at consumer premises meeting all performance obligations outlined in the contract. Accordingly, revenue is recorded in accordance with Ind AS 115 since smart meters are operational and all performance obligations are met.

The revenue from road segment has decreased by 44.69 % from 717.26 crore in FY 2023-24 to 396.69 crore in FY 2024-25 mainly on account of handover of project pursuant to amicable settlement between GHVEPL and NHAI.

EPC revenue decreased by 44.04% from 340.88 crore in FY 2023-24 to 190.75 crore in FY 2024-25 as DFCC project is completed and track is handed over to DFCCIL for

b) Standalone Financial Results

operations. However, certain ancilliary works are pending completion, which company is in process of completion.

Income from other sectors include management services income, investment income and operating income of aviation business. During FY 2024-25 Income from other sectors decreased from 586.26 crore in FY 2023-24 to

315.23 crore in FY 2024- 25.

Decrease in purchase of traded goods in the FY 2024-25 is corresponding to decrease in revenue in coal trading.

Increase in cost of materials consumed in the FY 2024-25 is corresponding to recognizing smart meter revenue for the first time in current financial year.

The increase in other operating and administrative expenses is mainly due to consumption of fuel, rates and taxes, legal and professional fees, rent expense, travelling and conveyance expenses and other miscellaneous expenses on account of consolidation of GEL and its subsidiaries for full year in the FY 2024-25, whereas these were consolidated only for four months approximately in FY 2023-24.

There is an increase in finance cost and depreciation and amortization expenses on account of consolidation of GEL and its subsidiaries for full year in the FY 2024-25, whereas these were consolidated only for four months approximately in FY 2023-24.

The following table sets forth information with respect to the standalone statement of profit and loss of the Company for FY 2024-25:

( in crore)

During the year ended March 31, 2025, the revenue from EPC segment has decreased by 42.62% from 329.71 crore in FY 2023-24 to 189.18 crore in FY 2024-25, which was mainly due to the ongoing DFCC (Railways) project as DFCC project is completed and track is handed over to DFCCIL for operations. However, certain ancilliary works are pending completion, which company is in process of 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 a decrease in operating and administrative cost in line with decrease in EPC revenue mainly due to ongoing DFCC (Railways) project as DFCC project is completed and track is handed over to DFCCIL for operations. However, certain ancilliary works are pending completion, which company is in process of completion.

Exceptional items comprise of the reversal/ (creation) of provision for impairment in carrying value of investments, assets classified as held for sale and loans/ advances/ other receivables carried at amortised cost and write back/ waiver/ creation 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 2024-25 and the date of this report.

Dividend

Your directors after considering relevant circumstances and keeping in view your Company's Dividend Distribution Policy have decided not to recommend any dividend on equity shares for the FY 2024-25.

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Reserves / Appropriation to Reserves

The net movement in the major reserves of the Company on standalone basis for FY 2024-25 and FY 2023-24 is as follows:

( in crore)

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.

State of Affairs of the Company and its Subsidiaries

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 a review of the business operations of major Subsidiaries, Joint Ventures, Associates and jointly controlled entities.

Energy Sector

As of March 31, 2025, India's total installed power generation capacity stood at approximately 467 GW, reflecting a continued expansion to meet the nation's growing energy needs. Conventional sources, primarily coal-based thermal power, accounted for around 250 GW (54% of total capacity), while renewable energy sources reached a cumulative capacity of approximately 170 GW (36%). The remaining ~47 GW was contributed by nuclear and large hydro installations. Despite the growing share of renewable energy in installed capacity, conventional sources continued to dominate electricity generation, contributing nearly 74% of the total electricity generated during FY 2024-25.

Key developments and metrics for the Indian power sector in FY 2024-25 include the following:

• Electricity generation increased to an estimated 1,810 Billion Units (BU), marking a 4% growth over 1,738 BU in FY 2023- 24, driven primarily by rising industrial and residential demand.

• Peak power demand reached an all-time high of 250 GW in May 2024, up from 243 GW in FY 2023-24, reflecting sustained economic growth and urbanisation.

• Thermal generation rose marginally to 1,345 BU, up 1.4% YoY, supported by stable coal supply and higher Plant Load Factors ('PLFs') across key power plants.

• Renewable energy generation increased by approximately 12% YoY, reaching 253 BU, supported by strong solar and wind additions and favourable policy support.

• Renewable capacity additions saw a robust increase, with an estimated 26 GW addition during the year, the highest ever annual RE capacity addition, taking cumulative RE capacity to 170 GW by March 2025.

• Coal production by Coal India Limited ('CIL') reached a record high of over 1,050 million tonnes, marking a 5% growth YoY, enabling improved fuel availability for thermal generators.

• The sector continues to evolve rapidly with policy focus on energy transition, grid modernisation, and energy security, while balancing the imperative of reliable and affordable electricity to power India's economic ambitions.

GMR Energy Sector companies had an operating capacity of around 2,840 MWs of Coal, and Renewable power plants in India and around 1,775 MWs of power projects under various stages of development, besides a pipeline of other projects in FY 2024-

25. The Energy Sector has a diversified portfolio of thermal and renewable projects with a mix of merchant and long-term Power Purchase Agreements ('PPAs').

The focus over the last year has been on improving profitability, achieving operational excellence, and monetisation of idling assets.

On the regulatory front, we were able to continue to get positive results for our efforts on regulatory orders in the Appellate Tribunal for Electricity ('APTEL') and Central Electricity Regulatory Commission ('CERC'). Our focus continued to be on the recovery of regulatory receivables during FY 2024-25, and we have succeeded in adding significant cash flow from regulatory receivables.

Given the above background, the energy assets have also performed well. Following are the major highlights of the Energy Sector assets:

A. Operational Assets:

I. Generation:

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

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

• Currently, 83% of power off-take capacity is tied up under long/medium term PPA with Maharashtra through Maharashtra State Electricity Distribution Company Limited ('MSEDCL'), Tamil Nadu through Tamil Nadu Generation and Distribution Corporation ('TANGEDCO') and Haryana Power Purchase Centre ('HPPC').

• GWEL met with 91% compliance for MSEDCL PPA, 91% for TANGEDCO PPA and 91% for HPPC PPA.

• Balance ~50 MW untied capacity is sold in the open market through power exchanges.

• During the year, the Plant has achieved availability of 93% and Plant Load Factor ('PLF') of 84.7% (Deemed PLF – 88.7%), the highest ever since the commissioning of the plant.

• Ash utilisation of 103% was achieved by tying with nearby Cement Factories and NHAI for Fly Ash and various Brick Manufacturers for Bottom Ash.

• Plant achieved zero Loss Time Injury ('LTI') and fatality incidents.

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

o National Award for excellence in Energy management from Confederation of Indian Industry (CII) for the seventh consecutive year, emerged as National Energy Leader. GWEL is one of only 3 National Energy Leaders.

o National Award for excellence in water management in the: beyond the fence category, organised by CII for its integrated approach in managing the Water Shed at Majra Kurd village.

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

o 'Utkristh' rating (99.1% score) in 5S assessment carried by the National Productivity Council.

o 1st IPP to receive Gold Rating in CII Blue rating system for Water Management.

o Certification under SA 8000 which reflects commitment to labour rights, while targeted investments in occupational health, inclusion, and mental well-being reinforce our employee-first culture.

o Business Excellence Internal Assessment: Emerging Industry Leader (582). First GMR Group company to secure this band on the very first attempt.

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

o Installed Biomass Pellet Machine, with a capacity of 100 Kg/hr for converting horticulture waste into biomass pellets.

o Education and Skilling: Smart classes and robotics sessions benefited 1,100+ students; Pratibha Library helped 20 youth secure government jobs; 163 youth trained in vocational courses.

o Health and Sanitation: Health Clinic/MMU treated 43,000+ people; 17 RO plants serve potable water to 3,200 households; 1,024 toilets constructed, making 8 villages ODF.

o Livelihoods and Community Development: 1,140 individuals who are supported in farm and non- farm income-generating activities; repair of check dams and ponds created 15,000 m³ water storage, irrigating 65 acres.

o Agri-Tech and Employee Engagement: Drone- based precision farming benefited 3,000+ farmers; 894 employees clocked 1,984 volunteer hours and donated 162 blood units.

o Recognition and Awards: GWEL CSR earned ISO 26000:2010 and 3 Anganwadi's received ISO

9001:2015 certifications.

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 in 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 TANGEDCO.

• GKEL met 89.8% compliance for Haryana, 88.87% for GRIDCO PPAs, 89.79% for Bihar PPA and 89.7% for TANGEDCO PPA.

• During the year, the Plant has achieved availability of 90% and a PLF of 86.4%, the highest ever since the commissioning of the plant.

• 100% Ash Utilisation was achieved by tying up with NHAI, Cement Manufacturers and various brick manufacturers for Fly Ash.

• Plant achieved zero LTI and fatality incidents.

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

o British Safety Council ('BSC') assessment score 93.27%. Five-Star rating for second consecutive time. Sword of Honour was awarded.

o Pradarshak rating (99.08%) in 5S assessment by National Productivity Council.

o Energy Efficiency Unit at CII National Energy Efficiency Conference.

o CII National Award for Excellence in Water Management at 10th Water Innovation Summit 2024.

o Secured 4.5/5 Star rating in Energy Conservation Award (ENCON) 2024.

o ISO 46001:2019 for sustainable water management.

o External assurance completed for GHG emissions and Zero Waste to Landfill (FY 2023-24).

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

o Education and Youth Development: Set up a Mini Science Centre with 80 scientific models. Provided scholarships to 17 girls and study materials, tablets, and ran computer/tailoring training programs for students and women.

o Healthcare and Nutrition: Supported 55 families with medical reimbursements; operated 4 nutrition centres benefitting 45 pregnant women, telemedicine services (584 beneficiaries), and a Mobile Medical Unit (MMUs) (9,826 treatments).

o Livelihood and Agriculture: Assisted over 200 beneficiaries through paddy, groundnut, potato cultivation, fish farming, mushroom farming, poultry, beekeeping, farming equipment, and registered a Farmers Producer Company.

o Employee Engagement and Social Impact: Executed 4 volunteering projects with staff participation and raised, 24.4 lakhs through Daan Utsav, benefiting 2,600+ people.

3. GMR Bajoli Holi Hydropower Private Limited (GBHHPL)

- 180 MW:

• GBHHPL, a subsidiary of GEL (since divested as detailed above), 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 the merchant that is being availed based on market opportunity.

• During the year, the Plant achieved availability of 99.4% and PLF of 47%. There was no unplanned/forced shutdown.

• In a subsequent development, 79.86% equity stake in GBHHPL was agreed to be sold to Synergy Investments Holding Limited as per the framework agreement entered in April 2025 of which, 70% equity stake has been divested.

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

GVPGL, a wholly owned subsidiary of GEL (since divested as detailed above), 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 the government and other stakeholders were on-going to arrive at possible options to operate the plant or monetise.

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

• In subsequent development, the Company has entered into a framework agreement with Synergy Investments Holding Limited and accordingly transfer 51% stake in GVPGL has been concluded.

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 and other stakeholders were on-going to arrive at possible options to operate the plant or monetise.

• In subsequent development, the Company has entered into a framework agreement with Synergy Investments Holding Limited and accordingly transfer 51% stake in GREL has been concluded.

• Further, the Company has completed a one-time settlement for entire outstanding debt as per the proposal agreed with GREL's lenders.

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 a 25-year PPA with Gujarat Urja Vikas Nigam Limited for the supply of entire power generation.

• GGSPL attained commercial operation on March 4, 2012.

• Plant achieved a gross PLF of 13.53 % for FY 2024-25.

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

• GRSPPL, a wholly owned subsidiary of GEL, has been operating a 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.

• For 2024-25, the Plant achieved a gross PLF of 13.32%.

B. Projects:

1. UP – Advanced Metering Infrastructure Service Provider (AMISP):

• GPUIL through its subsidiary GMR Smart Electricity Distribution Private Limited ('GSEDPL') has secured orders for Smart Meter projects development from UP DISCOMs.

• GSEDPL has to install, integrate and maintain 75.69 lakh smart meters in Purvanchal (Varanasi, Azamgarh zone and Prayagraj, Mirzapur zone) and Dakshinanchal (Agra and Aligarh zone) area of UP.

• The number of smart meters is likely to increase during execution, which will result in increased revenue and returns.

• Post receiving the order, GSEDPL has made substantial progress on ground and started smart meter installation backed up with technology infrastructure. More than 7 Lakhs smart meters have been installed during FY 2024-25.

• On the CSR front, launched three Mobile Medical Units at GMR's Smart Meter Projects in Varanasi, Agra, and Prayagraj; two were deployed at Maha Kumbh, providing free treatment and medicines to ~10,000 people.

2. GKEL – Unit#4

• GKEL, at Kamalanga Village, Odisha, is planning to add one more unit of a coal-fired power plant of 350 MW capacity.

• For this additional unit, the foundations of most of the equipment/packages, including Boiler, turbine and generator, were constructed during phase 1.

• Also, majority of the common facilities like the coal handling system etc. were already installed during Phase 1.

• Efforts are focused on securing PPA for the 4th unit and finalising orders for BTG and BoP packages.

3. GMR Upper Karnali Hydro Power Public Limited (GUKHPL) – 900 MW:

• GUKHPL, a subsidiary of GEL through its subsidiary GMR Lion Energy Limited ('GLEL'), is developing

900 MW Upper Karnali Hydroelectric Project located on river Karnali in Nepal.

• Post execution of Project Development Agreement ('PDA'), several key activities have been completed. Technical design of the project has been finalised post due diligence by Independent IFC/ World Bank empaneled and member Panel of Experts.

• Detailed Project Report is also being vetted by Central Electricity Authority of India ('CEA') and Techno-Economic Clearance ('TEC') is expected in the second quarter of FY 2026.

• Subsequent to the date of financial statements, the Company/GEL as per the approval granted by applicable authorities/Ministry of Govt. of India, entered a Memorandum of Agreement (MoA) with Satluj Jal Vidyut Nigam Limited ('SJVNL') and Indian Renewable Energy Development Agency Limited ('IREDA') for the implementation of Upper Karnali Hydroelectric Project and its associated Transmission Line Project in Nepal.

• The aforesaid partnership between SJVNL, GMR Group and IREDA shall have a shareholding ratio of 34:34:5 (SJVNL: GMR: IREDA) while Nepal Electricity Authority ('NEA') will retain 27% stake in this Special Purpose Vehicle in Nepal.

• Company is actively following up with States like Haryana, Odissa, Chhattishgarh, Himachal Pradesh and Uttar Pradesh for long term power supply arrangement.

4. GMR (Badrinath) Hydro Power Generation Private Limited (GBHPL) - Badrinath - 300 MW:

• 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.

• The Project has also achieved registration with UNFCCC as a Clean Development Mechanism ('CDM') Project.

• Possession of the entire land required for project development (including forest land and private land) has been completed.

• The power project had received, required statutory permits and clearances and was in state of readiness for the start of construction when the Hon'ble Supreme Court issued a stay order for all such projects in the State with similar status.

• The financial closure process has been held up due to the stay order of Hon'ble Supreme Court on 24 Hydro Electric Projects in Uttarakhand and the same is effective till date.

• Considering 11 years' delay in implementation of the project due to extraneous reasons, the Company has filed an application praying for directions for the reimbursement towards the costs incurred by the Company in connection with the

project from Ministry of Power (MoP)/Ministry of Jal Shakti (MoJS)/ Ministry of Environment & Forest (MoEF), Government of India (GoI) / Government of Uttrakhand (GoUK). The last hearing in this regard was held on November 13, 2024 and the date for the next hearing is yet to be listed.

5. GMR Londa Hydropower Private Limited (GLHPL)– 225 MW:

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

• Project has received Techno-Economic concurrence from CEA.

• Project has received Defence clearance and in- principle Environmental clearance.

• Forest land diversion proposal has been submitted and is under process in MoEF&CC.

• The Company is continuously engaged with the Government of Arunachal Pradesh for further development.

• Recently, the Company has executed an MoU with the Government of Assam for formation of JV in the project including power offtake arrangement for State captive power.

Transportation and EPC 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 Telangana, Haryana-Punjab and Tamil Nadu.

Highways:

Company's highways portfolio consists of two BOT (Annuity) and one BOT (Toll) projects with a total operating length of 888 lane kilometers.

In Ambala Chandigarh Project (GACEPL), toll revenue for FY 2024- 25 improved significantly amid farmer strike at Shambhu toll plaza due to diversion of traffic to project highway. However, upon reopening of Shambhu toll plaza in March'2025, traffic on the project highway is normalised.

During FY 2024-25, all the ongoing litigations with NHAI for Hyderabad Vijayawada Project ('GHVEPL') were resolved amicably. As part of settlement agreement signed with NHAI, GHVEPL received settlement consideration of 1,387.21 crore from NHAI and the project was handed over to NHAI with effect from July 1, 2024.

Further, during the year, GMR Pochanpalli Expressways Limited ('GPEL') carried out major maintenance for 111 Lane Km stretch of Adloor Yellareddy - Gundla Pochanpalli using Hot In-Place Recycling (HIPR) Technology. This will improve the riding quality of the surface and will provide users a safe and high-quality ride.

At all GMR highways projects, High-Pressure Sodium Vapour ('HPSV') streetlights 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 on the Eastern Dedicated Freight Corridors ('EDFC') between New Bhaupur to New Deen Dayal Upadhyay (DDU) junction (Packages - 201 and 202) worth about 5,081 crore in the State of Uttar Pradesh. These projects for a total length of about 422 km for a total value of about 6,600 crore have been commissioned. As on date, over 200 Gross Million Tonnes (GMT) have moved on this EDFC track.

The aforesaid project is an engineering marvel and a game changer in the logistics sector. It provides seamless connectivity of the major coal belts of Eastern Coalfields Limited ('ECL'), Central Coalfields Limited ('CCL'), Bharat Coking Coal Limited ('BCCL') and Northern Coalfields Limited ('NCL') of Jharkhand and West Bengal to Power Houses of Northern India.

Subsequently, two more packages of DFC from Ludhiana–Khurja– Dadri (Packages - 301 and 302) were awarded in the state of Haryana, Uttar Pradesh and Punjab. The Company has successfully commissioned these projects.

Urban Infrastructure:

Company'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 in the State of Tamil Nadu in 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 990 acres of land in Krishnagiri district of Tamil Nadu for developing industrial infrastructure at the beginning of FY 2024-25. During FY 2024-25, the Group has sold around 407 acres, including around 286 acres to Tamil Nadu State Government agency i.e. State Industries Promotion Corporation of Tamil Nadu ('SIPCOT').

GKSIR is planning to develop ~75 acres of land by creating infrastructure facilities suitable for prospective clients for setting up their industrial units.

GMR Aviation Private Limited (GAPL)

GMR Aviation Private Limited (GAPL), is a subsidiary of the Company, headquartered in New Delhi. GAPL has emerged since its formation in 2006 as one of India's premier non scheduled Air Charter Operators. The company delivers bespoke and personalized Air Charter Services for discerning clientele, underpinned by robust safety systems, reliability, and operational integrity.

The current fleet of aircrafts of GAPL includes:

• Fixed-Wing: Falcon 2000 LX (9-seater) and Embraer Legacy 600 (13-seater), offering long-range and luxurious travel.

• Rotary-Wing: Bell 412 helicopter (8 seats), serving versatile short-haul and point-to-point connectivity.

• Operational Reach: Access to over 200 airports in India and abroad, enabling flexible route planning and seamless client itineraries.

GAPL's operations span more than 200 airports across India and internationally, providing flexible, seamless travel solutions from virtually any origin to destination.

Fuelled by a commitment to luxury, safety, and operational excellence, GAPL is rapidly expanding its fleet and talent base. With this growth trajectory, GAPL is strategically positioned to become a dominant force in India's general aviation sector, enhancing GMR Group's presence beyond its core airport infrastructure and MRO investments.

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, 2025, the Company had 71 Subsidiary companies apart from 2 (two) Associate companies and Joint Ventures (including 1 (one) Associate Company of a Subsidiary). During the year under review, the status of GMR Operations and Maintenance Private Limited (formerly known as GMR Tenaga Operations and Maintenance Private Limited) changed from an Associate Company to a Subsidiary Company. Further during the year under review, Namitha Real Estates Private Limited (NREPL) and GMR Infrastructure (UK) Ltd, ceased to be subsidiaries of the Company.

Further, post March 31, 2025, the status of GREL changed from an Associate Company to a subsidiary of the Company w.e.f June 20, 2025, on account of the 45% equity stake of GREL held by the major consortium lenders of GREL, being transferred to the group entities. Further, effective July 31, 2025, 51% of the equity stake of GREL was divested to Synergy, and accordingly GREL once again became an Associate Company.

GMR Bajoli Holi Hydropower Private Limited (GBHHPL) ceased to be subsidiary of GEL on account of transfer of 70% shares of GBHHPL held by GMR Energy Limited to Synergy Investments Holding Limited dated May 08, 2025.

Further, the status of GVPGL changed from a subsidiary Company to an Associate Company w.e.f July 2, 2025.

The complete list of subsidiary companies and associate companies (including joint ventures) as on March 31, 2025 in terms of the Companies Act, 2013 is provided as Annexure- A 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-B to this Report and therefore not reported here, 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 accounts for the year ended March 31, 2025, 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, 2025 and of the profit 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 accounts 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; and

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 and 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 and Sustainability Report (BRSR) for the Financial Year 2024-25, describing the initiatives taken by the Company from an Environmental, Social and Governance perspective is annexed as part of the Annual Report.

M/s Grant Thornton Bharat LLP an independent agency has conducted the audit of BRSR core parameters for FY 2024-25 and has provided of Reasonable Assurance Report which also forms part of this Annual Report.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered into by the Company during the FY 2024-25 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 with related parties, 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.

During FY 2024-25, the Audit Committee on a quarterly basis, reviewed the related party transactions vis-a-vis the omnibus approval(s) accorded by it and annually, the related party transactions approved as long term contracts.

As, statutorily required, the Policy on related party transactions was reviewed during the year by the Audit Committee and Board of Directors of the Company and the updated Policy may be accessed on the Company's website at the link: https://investor.gmrpui.com/pdf/GPUIL%20Policy%20on%20Related%20Party%20Transactions-V1.pdf

Your Company draw attention of the members to Note no. 32 to the standalone financial statements which sets out related party disclosures.

In compliance with Regulation 23 of SEBI LODR, the related party transactions on consolidated basis are filed with the Stock Exchanges on half yearly basis.

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%20POLICY-GPUIL%20-%20Final.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 of the Act. During the year, the Company was not required to spend any amount on CSR as it did not have relevant profits. Accordingly, it has not spent any amount on CSR activities. The Annual Report on CSR activities is annexed as ' Annexure-C ' to this Report. However, the Company, through its subsidiaries/ associate companies spent an amount of 8.82 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.

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.

Internal Financial Controls

Your Company has adopted policies and procedures including the design, implementation & review of internal financial controls that were operating effectively to ensure orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial disclosures under the Companies Act, 2013.

These controls are embedded in various business processes and are evaluated across all functional areas (including IT & SAP), independently by Management Assurance Group (Internal Auditors of the Company) during audits.

Mitigation plans (corrective & preventive) are put in place to strengthen the controls where weaknesses have been identified during the review and the testing results are reported to the Audit Committee on a regular basis. Emphasis is always placed on automation of controls within the process to minimise deviations and exceptions.

During the FY 2024-25, no reportable material weaknesses were observed in the design or operating effectiveness of the controls, except in few areas where there is a need to further strengthen the controls.

Directors and Key Managerial Personnel

During the financial year ended 2024-25, the members of the Company, in their 5 th Annual General Meeting (AGM) held on September 16, 2024, had approved the re-appointment of Mr. G M Rao, and Mr. Srinivas Bommidala, who were liable to retire by rotation, as Directors.

Further, members also approved the proposal for re- appointment of the following Directors:

– Mr. Srinivas Bommidala as Managing Director of the Company for a further period of three years, from the expiry of his present term of office, i.e., with effect from January 31, 2025 to January 30, 2028;

– Mr. Subbarao Gunuputi as an Executive Director of the Company for a further period of three years with effect from January 31, 2025 upto January 30, 2028, and

– Mr. Madhva Bhimacharya Terdal as an Executive Director of the Company for a period of one year with effect from August 08, 2024.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Subbarao Gunuputi and Mr. Madhva Bhimacharya Terdal, Directors of the Company, are 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, recommended their re- appointment, and the resolutions seeking Members' approval for the same, along with other required details forms part of the Notice.

Subsequent to the end of the financial year, Mr. Madhva Bhimacharya Terdal has resigned from his position as Executive Director of the Company effective from July 31, 2025 on account of superannuation and expressed his willingness to continue as a Non Executive Non Independent Director on the Board. The Board of directors accordingly at its meeting held on July 30, 2025, noted his continuation on the Board as Non Executive Non Independent Director.

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

i. Mr. Shantanu Ghosh as an Independent Director for a second term of five years with effect from September 29, 2025 or upto the conclusion of the 11th Annual General Meeting of the Company, whichever is earlier;

ii. Dr. Fareed Ahmed as an Independent Director for a second term of five years with effect from September 29, 2025 or upto the conclusion of the 11th Annual General Meeting of the Company, whichever is earlier; and

iii. Ms. Suman Naresh Sabnani as an Independent Director for a second term of five years with effect from September 29, 2025 or upto the conclusion of the 11th Annual General Meeting of the Company, whichever is earlier.

The brief profile and other details pertaining 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 6 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, information and functioning etc. in the manner as specified in the Corporate Governance Report forming part of this Annual Report.

The Board and the Nomination and Remuneration Committee ('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 Non- Independent Directors, Chairman and the Board as a whole.

Policy on Directors' Appointment and Remuneration

The Company has devised a Nomination and Remuneration Policy ('NR 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 ('SMP'). The NR Policy further sets out guiding principles for the Nomination and Remuneration Committee for determining and recommending to the Board the remuneration of Managerial Personnel, KMPs and SMPs. There has been no change in NR 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/pdf/2.Nomination_Remuneration_Policy-r1.pdf .

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 and maintain the criteria of Independence as prescribed both under Section 149(6) of the Act and Regulation 16, 25(8) of SEBI LODR and there has been no change in the circumstances affecting their status as Independent Directors of the Company. The registration of all the Independent Directors in the Independent Directors Data Bank continues to be valid.

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 the Board of directors and senior management personnel, formulated by the Company.

Auditors and Auditors' Report Statutory Auditors

Under Section 139(2) of the Act and the Rules made thereunder,

it is mandatory to rotate the statutory auditors on completion of two terms of five consecutive years and each such term would require approval of the shareholders. In line with the requirements of the Act, M/s Walker Chandiok & Co. LLP, Chartered Accountants, Registration No. (001076N/N500013), were appointed as Statutory Auditor 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 term of office of M/s Walker Chandiok & Co. LLP, as Statutory Auditors of the Company is valid till the conclusion of the ensuing AGM of the Company.

The Board of Directors of the Company, based on the recommendation of the Audit Committee, at its meeting held on July 30, 2025 approved the reappointment of M/s Walker Chandiok & Co. LLP, Chartered Accountants, Registration No. (001076N/N500013) as the Statutory Auditor of the Company to hold office for the second term of five consecutive years from the conclusion of 6 th AGM till the conclusion of the 11 th AGM to be held in the calendar year 2030, and recommended the same to the shareholders of the Company for their approval at the ensuing AGM. Your Company has obtained consent of M/s Walker Chandiok & Co. LLP, Chartered Accountants and received a certificate in accordance with Section 139, 141 and other applicable provisions of the Act to the effect that their re- appointment, if made, shall be in accordance with the conditions prescribed and also as per the Code of Ethics issued by the Institute of Chartered Accountants of India and that they are eligible to hold office as Statutory Auditors of the Company.

M/s Walker Chandiok & Co LLP have consented to their re- appointment as the Statutory Auditors and have confirmed that the re-appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act and that they are not disqualified to be re-appointed as the Statutory Auditors in terms of the provisions of Section 139 and 141 of the Act and the Rules framed thereunder.

The Notice convening the 6 th AGM scheduled to be held on September 29, 2025 sets out the details.

The Auditors' Report for the FY 2024-25 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.

Secretarial Auditor

The Board had appointed M/s. V. Sreedharan & Associates, Company Secretaries in Practice, to conduct Secretarial Audit for the FY 2024-25. 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, 2025 is annexed herewith as ' Annexure D ' to this Report.

The Secretarial Audit report does not contain any qualification, reservation or adverse remarks. However, the Secretarial Auditor, without qualifying its report has stated the following in the Secretarial Audit Report for the Financial Year 2024-25. The Management comments against which are also mentioned below:

As per Regulation 44(2) of SEBI (LODR) Regulations, 2015, The e-voting facility to be provided to shareholders in terms of sub- regulation (1), shall be provided in compliance with the conditions specified under the Companies (Management and Administration) Rules, 2014, or amendments made thereto. According to Rule 20 of the said Rules, cut-off date means a date not earlier than seven days before the date of general meeting for determining the eligibility to vote by electronic means or in the general meeting. The Company had scheduled its Annual General Meeting on September 16, 2024, and set the cut- off date for e-voting as Friday, September 6, 2024. In this case, the cut-off date was fixed nine days in advance which included two non – working days (Saturday and Sunday). Further, the Cut-off date was intimated to the Stock Exchange(s) vide their letter dt. 24/08/2024.

The Management has taken note of the same and explained that the Company had scheduled its Annual General Meeting on September 16, 2024, and set the cut- off date for e-voting as Friday, September 6, 2024. In this case, the cut-off date was fixed nine days in advance, which qualifies to be not earlier than 7 days prior to the meeting, and hence in order. Further, the Cut- off date was intimated to the Stock Exchange(s) vide letter dt. 24/08/2024 and duly accepted.

It may be noted that based on the Audited Financial Statements of the Company as on March 31, 2024 and relevant for the year under review, the Company had four material unlisted subsidiaries incorporated in India, i.e., GMR Warora Energy Limited, GMR Energy Trading Limited, GMR Kamalanga Energy Limited and GMR Hyderabad Vijayawada Expressways Private Limited. The Secretarial Audit reports of these material unlisted subsidiaries of the Company, as required under Regulation 24A of the SEBI LODR for the financial year ended March 31, 2025 have been annexed as ' Annexure E1 to E4' .

Further, in terms of the provisions of the Companies Act, 2013 ('Act') and in accordance with Regulation 24A (1b) of SEBI LODR, after evaluating and considering various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence and specialization in the Audit of large Corporates, the Board of Directors of the Company ('Board'), based on the recommendation of the Audit Committee, at its meeting held on July 30, 2025 approved the appointment of M/s. V. Sreedharan & Associates, Company Secretaries, as the Secretarial Auditor of the Company, for the first term of 5 (five) beginning from the FY 2025- 26 to FY 2029- 30, at such remuneration as may be decided by the Board of Directors.

M/s. V. Sreedharan & Associates, Company Secretaries have consented to their appointment as the Secretarial Auditor and have confirmed that they are not disqualified to be appointed as the Secretarial Auditors in terms of the provisions of Regulation 24A (1A) of SEBI LODR.

The Notice convening the 6 th AGM scheduled to be held on September 29, 2025 sets out the details.

Pursuant to provisions of the Section 143(12) of the Act, the Secretarial Auditors has not reported any incident of fraud to the Audit Committee or Board during the year 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 14, 2024, 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 2024-25. The Members of the Company at their 5 th AGM held on September 16, 2024, 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 records for the FY 2024-25 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 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 July 30, 2025 for the F.Y. 2025-26, 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 2025-26, 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 6 th AGM.

Pursuant to provisions of Section 143(12) of the Act, the Cost Auditors have 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 of the Company comprises Mr. G. Subba Rao as Chairman, Dr. Emandi Sankara Rao and Dr. Satyanarayana Beela, as members of the Committee.

Audit Committee

The Audit Committee of the Company comprises Independent Directors only.

Below is the Composition of Audit Committee:-

Dr. Siva Kameswari Vissa as Chairperson, Dr. Satyanarayana Beela,

Dr. Fareed Ahmed and Ms. Suman Naresh Sabnani, as members of the Committee.

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 victimisation. 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, five (5) 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 Investment made along with the purpose for which the loan or guarantee or securities proposed to be utilised by the recipient, 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 Annual Return for the FY 2024-25 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 GPUIL.CS@gmrgroup.in .

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 subsidiaries.

Dividend Distribution Policy

The Board has adopted Dividend Distribution Policy in terms of Regulation 43A of the SEBI LODR. The Dividend Distribution Policy is also disclosed on the website of the Company at the link: https://investor.gmrpui.com/pdf/7.Dividend%20distribution%20policy.pdf

Developments in Human Resources and Organisation 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.

Foreign Currency Convertible Bonds (FCCBs)

During the year under review, the FCCBs issued by the Company aggregating to USD 275 million to Kuwait Investment Authority (KIA), were transferred by KIA to two new investors, i.e. Synergy Industrials, Metals and Power Holdings Limited and Gram Limited, and subsequently the same were converted into 11,12,41,666 equity shares of the Company on July 10, 2024, at the request of the new investors.

Changes in Share capital

There was no change in the authorized share capital of the Company.

On account conversion of FCCBs as referred hereinabove, the issued, subscribed and paid-up share capital of the Company increased from 3,01,79,72,640/- as on March 31, 2024 to

3,57,41,80,970/- as on March 31, 2025.

Debentures

The Board of Directors at its meeting held on May 17, 2024, had approved the issuance of 15,026 (Fifteen Thousand and Twenty Six) listed, rated, secured, redeemable non- convertible debentures ('NCDs') having face value of 1,00,000/- each, for an aggregate amount of up to 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 were listed on the National Stock Exchange of India Limited.

As per the terms of the NCDs, during the financial 2024-25, the

Company had made periodical payments of installments of the principal and interest amounts on the due dates. Subsequently, the Company has completed the full & final payment of the NCDs on June 11, 2025.

Credit Rating

The details of credit rating are disclosed in the Corporate Governance report forming part of the Annual Report.

Environment Protection and Sustainability

Since inception, sustainability has remained at the core of the Company's business strategy. Besides economic performance, safe operations, environment conservation and social well-being have always been at the core of the 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 of Registered office of the Company

Pursuant to receipt of the approval for shifting of Registered Office from the Regional Director, Western Region, the Board of Directors had approved the situation of the Registered Office at Gurugram, Haryana with effect from October 16, 2024. Consequently, the registered office of the Company is situated at Unit No. 12, 18 th Floor, Tower A, Building No. 5, DLF Cyber City, DLF Phase– III, Gurugram– 122002, Haryana, India. The CIN of the Company was also changed to 'L45400HR2019PLC125712'.

Change in the nature of business, if any

The Company did not undergo any change in the nature of its business during the financial year 2024-2025.

Significant and Material Orders passed by the Regulators or Courts

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, as prescribed under Chapter V of the Act.

Hence, 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, 2025.

Compliance by Large Corporates:

Your Company does not fall under the Category of Large Corporates as defined by SEBI vide its Circular SEBI/HO/DDHS/ DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023 and 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 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, 2025.

S.No Particulars

Statement on compliance of Maternity Benefits

Your Company, during the period under review, has complied with all the applicable provisions of the Maternity Benefit Act, 1961.

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

2. During the year under review, the Company has not made any one-time settlement with any bank or financial institution.

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

Acknowledgements

Your Directors are thankful to the lenders, banks, financial institutions, business associates, customers, Central Government, State Governments in India, regulatory and statutory authorities, shareholders, debenture holders, debenture trustees, Registrar & Share Transfer Agent, other stakeholder and the society at large for their valuable support and co-operation.

Your Directors also thankful to the employees of the Company and its subsidiaries, associates for their valuable and continued contribution, commitment and dedication.