The Board of Directors are pleased to present the 7^th Board's
Report together with the Audited Financial Statements of GMR
Power and Urban Infra Limited ("GPUIL" or "the Company")
for the financial year ended March 31, 2026.

GPUIL is a diversified infrastructure company with interests across
Energy, Roads, Smart Meter Infrastructure and Urban
Infrastructure businesses.

India's energy sector continued its structural transformation
during FY 2025-26, with non-fossil sources accounting for over
half of the country's installed generation capacity. As of March
31, 2026, India's total installed power generation capacity stood
at approximately 533 GW, of which 53% comprised non-fossil
energy sources. Supported by sustained policy focus on energy
security, grid modernisation and clean energy transition, the
sector remains well positioned to support India's long-term
economic growth aspirations.

As of March 31, 2026, GPUIL had an operating coal-based
generation capacity of 1,650 MW and 34.4 MW of renewable
energy capacity. The Company is progressing with plans to add
a 350 MW Unit 4 at its Kamalanga plant in Odisha, in addition to
advancing opportunities in renewable energy and energy storage
solutions.

FY 2025-26 marked a period of improved operational and financial
stability for the Company. Through operational discipline, prudent
capital management and portfolio optimization, GPUIL
strengthened its foundations and enhanced financial flexibility,
positioning itself to pursue sustainable growth opportunities and
create long-term stakeholder value.

During the year, the Company substantially completed the
divestment of select non-core energy assets, including its hydro
and gas power interests, enabling the settlement of legacy
liabilities and contributing to a further reduction in consolidated
debt. GPUIL also strengthened its balance sheet through a
' 1,200 Crore preferential capital raise. In addition, favourable
Supreme Court rulings relating to GMR Kamalanga Energy Limited
("GKEL") resulted in recovery of outstanding receivables, while
refinancing of GKEL's senior debt reduced borrowing costs and
further improved the Company's liquidity position.

The Company also advanced its growth agenda by establishing
multiple renewable energy platforms focused on solar,
Commercial & Industrial ("C&I"), hybrid and Firm & Dispatchable
Renewable Energy ("FDRE") solutions, laying the foundation for
a scalable clean energy portfolio. Significant progress was also
achieved in the Uttar Pradesh smart metering programme, with
more than 39 lakh smart meters installed as of April 2026 against
the contracted scope of 75.69 lakh meters, while discussions are
underway for expansion of the project scope.

GPUIL's EPC business had earlier completed all contracted
sections of the Eastern Dedicated Freight Corridor project, and
all associated defect liability obligations have since been
discharged. The transportation business continues to operate
three highway assets spanning approximately 888 lane kilometres.
In the urban infrastructure segment, development activities
continued at GMR Krishnagiri Special Investment Region (GKSIR),

including infrastructure creation across approximately 61 acres
to support future industrial leasing and land monetization
initiatives.

ESG remains integral to GPUIL's strategy, guiding the
development of sustainable infrastructure businesses while
supporting the Company's transition towards renewable energy,
smart infrastructure and long-term value creation for
stakeholders.

Performance Highlights - FY 2025-26

Performance Highlights of the Company on consolidated basis
for the FY 2025-26:

• The Company raised funds through preferential issue byway
of private placement in accordance with the provisions of
the Companies Act, 2013 ("Act") and Chapter V of the SEBI
(Issue of Capital and Disclosure Requirements) Regulations,
2018, following Members' approval on January 16, 2026.
The Company, on January 28, 2026:

i. Allotted 6,61,81,335 Equity Shares of face value ' 5.00
each at an issue price of? 120.88 (including a premium
of ' 115.88) to the non-promoter shareholders, upon
receipt of the full consideration in a single tranche.

ii. Allotted 3,30,90,668 Convertible Warrants of face value
' 5.00 each at an issue price of ' 120.88 (including a
premium of ' 115.88) to promoter shareholders, upon
receipt of 25% of the consideration. The Convertible
Warrants are convertible into an equivalent number of
Equity Shares of face value? 5.00 each, within 18 months
from the allotment date, i.e., January 28, 2026, upon
payment of the balance 75% consideration at the time
of conversion.

On account of the aforesaid preferential issue of Equity
Shares and Convertible Warrants, the Company raised
an amount of ? 900 Crore.

Consequent to this allotment, the paid-up equity share
capital of the company has increased from
? 3,57,41,80,970 (71,48,36,194 fully paid-up equity
shares of ? 5.00 each) to ? 3,90,50,87,645 (78,10,17,529
fully paid-up equity shares of ? 5.00 each).

• GKEL, a step-down subsidiary of Company, has during the
FY 2025-26, reversed the liability payable to SEPCO
amounting to ? 1,388.20 Crore on account of the favourable
judgement passed by the Hon'ble Supreme Court of India
and same has been presented an exceptional item in its
audited consolidated financial statements for the year ended
March 31, 2026.

GKEL had during the year 2008 entered into an agreement
with SEPCO for the construction and operation of coal fired
thermal power plant. There were certain disputes between
the parties in relation to the delays in construction and
various technical issues relating to the construction and
operation of the plant. SEPCO served a notice of dispute to
GKEL in March 2015 and initiated arbitration proceedings.
Accordingly, GKEL had recognized the liability of? 1,388.20

Crore in its books of accounts pertaining to the said dispute.
The dispute went through the various forums and on
September 26, 2025, the Hon'ble Supreme Court of India
pronounced itsjudgement in the favour of GKEL.

In view of the above and the legal opinion obtained by the
Management, this judgement resolves the dispute in GKEL's
favor and the management believes there shall be no cash
outflows related to the above dispute with SEPCO.

GKEL, during the year, has successfully completed refinancing
of its existing debt of ? 2700 Crore at a lower borrowing
cost.

Under the refinancing arrangement, GKEL has secured a
senior loan facility of? 2,700 Crore, enabling the repayment
of all existing lenders. This strategic refinancing has reduced
GKEL's average cost of borrowing from ~ 12.15% p.a. to
9.50% p.a. with a provision to further reduce the same to
9.25% p.a. subject to a credit rating upgrade. Post
refinancing, the estimated savings in interest cost during
the first full year of operations will be about ? 72-75 Crore.
This refinancing marks a pivotal step in the Company's
journey toward financial efficiency and sustainable growth.
The significant reduction in borrowing costs will strengthen
profitability and enhance shareholders' value.

GMR Pochanpalli Expressways Limited ('GPEL'), a step-down
subsidiary of the Company had invoked Arbitration
proceedings against NHAI in respect of the dispute on
applicability of carrying out periodic maintenance (overlay
work) of the road project once in every five years in the
Concession Agreement. Due to delays in execution of first
major maintenance, NHAI has levied penalty and
subsequently withheld portion of annuity amounts on
multiple occasions. The matter was under litigation before
Arbitral Tribunals and judicial forums, including the Hon'ble
High Court, over a period of time.

Both GPEL and NHAI have agreed to settle the litigations
through Conciliation Committee of Independent Experts
(CCIE-2). Accordingly, during the year, GPEL entered into a
Settlement Agreement dated February 19, 2026 with NHAI
made under the provisions of section 73 of the Arbitration
and Conciliation Act, 1996 (as amended) in respect of
disputes relating to periodic maintenance obligations and
withholding certain portion of annuity payments on couple
of occasions. Pursuant to the settlement and the Hon'ble
High Court order dated March 11, 2026, all pending litigation
proceedings have been withdrawn and no further claims
subsist;in respect of the pending arbitration proceedings,
the Arbitral Tribunal will be requested to record the
settlement of all disputes and pass appropriate orders for
withdrawal of the application.

As per the settlement terms, GPEL is required to undertake
specified overlay works (40 mm bituminous concrete layer)
on identified stretches to meet prescribed ride quality
standards (rougher than the allowed limit of 1500 mm/km),
and the project shall be handed over in accordance with the
SCA provisions. GPEL, earlier claim for O&M cost savings on
a descoped stretch stand withdrawn. Both parties have
agreed to full and final settlement of all claims, with no future
recourse, and the GPEL has undertaken to indemnify NHAI
against any third party claims arising in this regard.

Under the settlement, GPEL received a total principal amount
of ? 24.84 Crore during March 2026, comprising ? 24.54
Crore towards release of withheld annuity and arbitration
fee receivable (net of ? 2.86 Crore on account of savings in
Operation and Maintenance costs for the descoped 17 kms
stretch of the Project Highway) and ? 0.30 Crore towards
reimbursement of litigation costs; additionally, GPEL received
? 15.98 Crore as interest on delayed payment of claims.

The aforesaid amounts have been duly accounted for as
adjustments to financial assets, recognition of interest on
delayed payments under other operating income,
reimbursement of litigation costs under other income, and
O&M costs savings under operation and maintenance
expenses respectively.

GPEL has appliedjudgement in determining the appropriate
classification of the above receipts. Based on the settlement,
no contingent liabilities exist as at the reporting date.

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 Crore towards the full
and final settlement of all exposures, including Term Loan,
Non-Convertible Debentures ("NCDs"), Compulsorily
Redeemable Preference Shares ("CRPS"), interest payable
thereon and for release of the Corporate Guarantees issued
by the Group. GREL has accepted the proposal and paid the
first instalment of? 165.70 Crore towards the OTS on March
29, 2025. During the FY 2025-26, GREL has paid the entire
balance OTS amount of ? 491.30 Crore and successfully
concluded the OTS including transfer of shares and other
securities, satisfaction of charges, release of all securities/
Corporate Guarantees issued to the lenders.

In accordance with the Framework Agreement dated April
13, 2025 executed among the Company, GMR Energy Limited
("GEL"), GMR Rajam Solar Power Private Limited ("GRSPPL"),
GMR Corporate Services Limited ("GCSL") and GMR
Generation Assets Limited ("GGAL"), ('Subsidiaries of the
Company') with Synergy Industrials, Metals and Power
Holdings Limited ("Synergy"), the following divestments were
completed during the year by GPUIL and its relevant
subsidiaries, for an aggregate consideration of? 664 Crore:

a) 70% equity stake and 100% CCDs in Bajoli Holi
Hydropower Private Limited (formerly GMR Bajoli Holi
Hydropower Private Limited) ("GBHHPL") (180 MW
hydro project),

b) 51% equity stake in GMR Vemagiri Power Generation
Limited ("GVPGL") (388 MW gas-based power plant)
and

c) 51% equity stake in GMR Rajahmundry Energy Limited
("GREL") (768 MW gas-based power plant).

In the Krishnagiri Special Investment Region, being
developed by GMR Krishnagiri SIR Limited, a wholly owned
subsidiary of the Company, 27 acres of land is under
discussion for sale to an agency of Tamil Nadu Government
and third party. Next phase of development is being planned
for 60 acres. Further, discussion with various other parties
for the sale of lands is underway.

The Company along with Shree Naman Developers Private
Limited ("SNDPL") had entered into Share Purchase

Agreement with Adani Airport City Limited ("AACL or
"Buyer"), for sale of entire stake of 26% held by the Company
in Portus Ventures Private Limited ("PVPL").

PVPL was a Joint Venture/Associate company formed for
land development activities within the Chatrapati Shivaji
Maharaj International Airport, Mumbai and the project is in
pre-planning phase and recently entered construction phase.
SNDPL had decided to sell its entire stake in PVPL to the
Buyer and the Company had accepted the tag-along option
provided to it, considering the exit of majority shareholder.
The exit of the Company from PVPL concluded consequent
to the transfer of entire stake of the Company on June 10,
2026. The exit by the Company from PVPL would align with

the GMR Group's strategic intent to focus on real estate
opportunities already identified as part of its existing
businesses.

Financial Performance

The Audited Financial Statements (Standalone and
Consolidated) of the Company as on March 31, 2026, have
been prepared in accordance with the provisions of the Act,
relevant applicable Indian Accounting Standards ("Ind AS")
and Regulation 33 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI LODR").

The total income for FY 2025-26 is ' 7,748.18 Crore as against
' 6,857.82 Crore for the FY 2024-25, registering an increase
of 12.98%, primarily due to increase in revenue from coal
trading business, recognizing smart meter revenue for the
full year in current financial year as compared to revenue
recognition had commenced since December 2024 in the
previous year when all the performance obligations were
met, offset by decrease in revenue from 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 1.43%
from ' 5,330.85 Crore in FY 2024-25 to ' 5,406.99 Crore in
FY 2025-26. This was mainly because both the thermal plants
GKEL and GWEL operated at similar PLF levels as previous
year. In addition, the power segment benefited from a higher
contribution from the coal trading business, driven by
increased market demand and higher trading volumes
during the year.

Revenue from smart meter infrastructure segment mainly
consists of revenue on account of smart meters installation
& control and maintenance. The revenue has been
recognised in accordance with Ind AS 115, as the meters
are operational and the performance obligations have been
satisfied.

During the current year, the revenue is recognised for the
full year, wherein revenue recognition had commenced since
December 2024 in the previous year when all the
performance obligations were met.

The revenue from road segment has decreased by 44.95%
from ' 396.69 Crore in FY 2024-25 to ' 218.37 Crore in FY
2025-26 mainly due to closure of operation in GMR
Hyderabad Vijayawada Expressway Private Limited
("GHVEPL") on account of handover of project pursuant to

amicable settlement between GHVEPL and NHAI effective
from July 01, 2024.

EPC operating revenue is ' 91.92 Crore in FY 2025-26 and '
190.75 Crore in FY 2024-25. DFCC project is completed and
track is handed over to Dedicated Freight Corridor
Corporation of India Limited ("DFCCIL") for operations.
However, certain ancillary works are pending completion,
which the Company is in process of completion.

Income from other sectors includes management services
revenue, investment revenue and operating revenue of
aviation business. During the FY 2025-26, other sector has
contributed ' 386.55 Crore to the Operating Revenue as
against ' 315.23 Crore in FY 2024-25.

The increase in purchase of traded goods is mainly on
account of increase in corresponding revenue in coal trading.
The decrease in consumption of fuel is primarily attributable
to lower coal prices during the current year.

The decrease in sub contracting expenses is mainly on
account decrease in corresponding revenue in ongoing
DFCC project, as the track was handed over to DFCCIL for
operations.

The increase in cost of materials consumed is primarily
attributable to smart meters, as the related costs for smart
meters installations are recognised for the full year, wherein
the costs recognition had commenced since December 2024
in the previous year.

There is increase in other expenses in FY 2025-26 mainly
due to increase in consumption of stores & spare expenses,
airport service charges, logo fees, repair and maintenance
expenses, rent expense due to increase in operations.
There is an increase in finance cost mainly due to new
borrowings availed during the current year.

EPC operating revenue is ' 91.92 Crore in FY 2025-26 and '
190.75 Crore in FY 2024-25. DFCC project is completed and
track is handed over to DFCCIL for operations. However,
certain ancillary works are pending completion, which the
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 is nearing completion.

Exceptional items comprise of the creation/ reversal 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 2025-26 and the date of this 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, Management
Discussion and Analysis Report, 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

India's power sector continued its strong growth trajectory during
FY 2025-26, supported bysustained economic activity, growing
electricity demand and the Government's continued focus on
energy security, energy transition and infrastructure development.
As on June 30, 2026, India's total installed power generation
capacity stood at approximately 549 GW. Renewable energy
sources, including large hydro, accounted for about 289 GW,
representing 52.6% of the country's installed capacity, reflecting
the continuing shift towards cleaner sources of energy.
Conventional sources, led by coal-based thermal generation,
continued to play a critical role in ensuring grid reliability and
meeting baseload demand.

FY 2025-26 marked a period of improved operational and financial
stability for the Company. Focused efforts towards operational
excellence, cost optimization and strategic portfolio actions
helped reduce business stress and enhance overall resilience.

The Company advanced its portfolio transformation agenda
through the substantial completion of the divestment of its non¬

Dividends

The Directors after considering relevant circumstances and
keeping in view the Company's Dividend Distribution Policy
have decided not to recommend any dividend on equity
shares for the FY 2025-26.

Dividend Distribution Policy

The Board has adopted Dividend Distribution Policy in terms
of Regulation 43A of the SEBI LODR. As part of the periodic
review, the Board, in its meeting held on May 21, 2026, has
reviewed and updated the Dividend Distribution Policy of
the Company. The Dividend Distribution Policy is also
disclosed on the website of the Company at:
www.amrpowerurbaninfra.com/investor-relations/corporate-aovemance/policies

Reserves / Appropriation to Reserves

The Board of Directors does not propose to transfer any
amount to General Reserves from surplus during the FY
2025-26. The major reserves of the Company on standalone
basis for FY 2025-26 and the previous year are as follows:

operating gas assets as well as a hydro asset announced in the
previous year. GEL, a wholly owned subsidiary of the Company,
transferred its 70% stake in Bajoli Holi Hydropower Private Limited
(formerly GMR Bajoli Holi Hydropower Private Limited) and 51%
stake GMR Vemagiri Power Generation Limited to Synergy in Q1
FY 26. GMR Generation Assets Limited, a subsidiary of the
company, divested 51% stake in GMR Rajahmundry Energy
Limited in July' 25.

These strategic measures, coupled with the Company's robust
thermal portfolio, have positioned the Company to capitalize on
emerging opportunities and create long-term value.

The year marked the beginning of efforts to strengthen GPUIL's
presence in the renewable energy value chain. While these
initiatives represent the initial phase of thisjourney, they establish
a strong foundation for future growth. Leveraging the capabilities
and sector expertise, the Company aim to capitalize on the
significant opportunities emerging in India's power sector,
particularly in energy generation, grid modernisation and
efficiency solutions.

As at March 31, 2026, GPUIL had a coal-based operating
generation capacity for coal of 1,650 MW and 34.4 MW of
renewable energy capacity. The Company is progressing with
plans to add a 350 MW Unit 4 at its Kamalanga plant in Odisha,
in addition to exploring opportunities in renewable energy and
energy storage solutions. The Company continued progress on
the UP smart meter project through GMR Smart Electricity
Distribution Private Limited (GSEDPL).

Performance Overview of Energy Sector Assets

The energy sector of GPUIL delivered a strong and resilient
performance during FY 2025-26, reflecting operational excellence,
disciplined cost management and effective market execution
across its generation, renewables, smart metering infrastructure
and trading portfolio. The portfolio demonstrated strong
profitability, reliable operations and growth. Performance and
update of Key Subsidiaries is covered below:

A. Operational Assets:I. 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.

• GWEL achieved a highest ever PLF of 84.9% (after
customer curtailment which impacted -6.5%), and
machine availability of -94%. GWEL ensured
adequate fuel availability to support stable
operations.

• Power sales under tied-up PPAs achieved 93.9%
of plan, with generation supplied to MSEDCL, TNEB
and HPPC in line with scheduling and contractual
commitments. Balance power was sold to other
customers on a merchant basis.

• The plant has long-term fuel supply arrangements
with South Eastern Coalfields Limited (SECL) and
Western Coalfields Limited (WCL) for entire PPA
capacity, ensuring reliable coal availability for its
operations.

• The plant maintained a strong focus on operational
safety and compliance, recording 22.9 lakh man¬
hours worked with zero Lost Time Injuries (LTI) or
fatalities and achieving 43.31 million accident-free
man-hours since the last LTI. Plant counts amongst
the best in various safety forums.

• The plant also ensured 100% statutory compliance
while delivering an overall ash utilization rate of
100%, reflecting its commitment to environmental
stewardship and sustainable operations.

Awards & Certifications:

The Company has been rapidly gaining position, in
terms of the Plant's safety and standardisation
processes, amongst the best performing domestic coal-
based power stations and its performance was also
recognised at various forums. Some of the accolades
received during the year under review are:

• GWEL received the IMC Ramkrishna Bajaj
National Quality (RBNQA) Business Excellence
Award 2025 with a score of 850, highlighting its
excellence in operational and business
performance.

• GWEL was also recognized as an Energy Efficient
Unit by CII.

• The plant achieved a 5-Star Safety Rating and
received the Golden Trophy - Safety Shield from
the National Safety Council of India (NSCI),

along with the Sarva Shrestha Puraskar for its

longest accident-free LTI performance.

• The plant achieved an excellent 5S audit score of
99.20%, retaining the prestigious 'Pradarshak'
rating.

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

• GKEL's Coal-based Thermal Power Plant
comprising Units 1, 2 and 3 of 1,050 MW
capacity at Kamalanga Village, District Dhenkanal,
Odisha, achieved a PLF of 86.6% (after customer
curtailment impact of approximately 5.8%), a
machine availability of -91%. GKEL ensured
adequate fuel availability to support stable
operations.

• Power sales under tied-up PPAs achieved 93.4%
of plan, with generation supplied to Haryana
Discoms through PTC, GRIDCO, Bihar and
TANGEDCO in line with scheduling and
contractual commitments. Balance power was sold
to other customers on a merchant basis.

• The plant has long-term fuel supply arrangements
with Mahanadi Coalfields Limited (MCL) under
Firm Linkage, SHAKTI-II and SHAKTI B-III, for

entire PPA capacity, ensuring reliable coal
availability for its operations.

• The plant maintained a strong focus on operational
safety and compliance, recording 46.25 lakh man¬
hours worked with zero Lost Time Injuries (LTI) or
fatalities and achieving 9.16 million accident-free
man-hours since the last LTI.

• GKEL counts amongst the best in various safety
forums. The plant also ensured 100% statutory
compliance while delivering an overall ash
utilization rate of 100%, reflecting its commitment
to environmental stewardship and sustainable
operations.

Awards & Certification:

• GKEL was honoured with the National Award for
Excellence in Energy Management by CII and
became the first plant in India to achieve a
Platinum Rating under the CII Blue Rating
System forWater Management, recognizing its
leadership in resource efficiency and sustainability.

• The plant also achieved a 5-Star Safety Rating
and received the Golden Trophy - Safety Shield
from the National Safety Council of India (NSCI)

for its strong safety performance.

• GKEL also achieved a 5S audit score of 99.20%,

retaining the prestigious 'Pradarshak' rating.

3. GMR Gujarat Solar Power Limited (GGSPL),

Charanka Village, Gujarat:

• GGSPL is a wholly owned subsidiary of the
Company which was promoted as a Special
Purpose Vehicle (SPV) and operates a 25 MW DC
Solar power plant in the Patan district, Gujarat

• The Plant is operational since 4^th March 2012.

• The Company has a 25-year Power Purchase
Agreement (PPA) with Gujarat Urja Vikas Nigam
Limited for the supply of entire power generated.

• The plant achieved a PLF of 13.25% and recorded
FY26 Performance Ratio of 61.4%

4. 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 2025-26, the Plant achieved a gross PLF of
14.27%.

B. Projects:1. UP - Advanced Metering Infrastructure Service

Provider (AMISP):

• The Smart Meter business achieved a strong start,
with projects across Varanasi & Azamgarh,
Allahabad & Mirzapur, and Agra & Aligarh, with
a contracted base of 7.57 million meters. The scope
of the contract is expected to expand through
additional variation orders from the State, of which
an order for 1.02 million meters has already been
received.

• The projects include supply, installation,
integration, testing, commissioning and O&M

ofsmart metering infrastructure.

• The business achieved operational go-live and
has already installed and integrated 39 lakh
meters with the required IT infrastructure as on
April 2026.

• Execution capability was further strengthened
through partnership with Bosch, covering bundled
software services, IoT-enabled system architecture
and cloud-linked IT infrastructure.

2. GKEL-Unit#4

• GKEL is progressing with plans to add a 350 MW
Unit 4 at its Kamalanga plant in Odisha.

• The project benefits from significant infrastructure
readiness, as the foundations for major equipment
packages, including the boiler, turbine and
generator (BTG), were constructed during Phase
1, while key common facilities such as the coal
handling system are already in place.

• The project has already secured long-term PPAs
for 187.5 MW, comprising 100 MW with
Karnataka DISCOMs and 87.5 MW with GRIDCO,
Odisha.

• Current efforts are focused on tying up PPAs for
the balance capacity and finalizing orders for the

BTG and Balance of Plant (BoP) packages,

paving the way for project execution.

3. GMR Upper Karnali Hydro Power Limited (GUKHPL)

- 900 MW:

• GUKHPL, a step down subsidiary of the Company
is developing 900 MW Upper Karnali Hydroelectric
Project (HEP) located on river Karnali in Nepal.

• Definitive agreements with Satluj Jal Vidyut Nigam
Limited (SJVNL) and Indian Renewable Energy
Development Agency Limited (IREDA) were
finalized;Amended and Restated JV Agreement
(ARJVA) was submitted to Nepal Electricity
Authority (NEA) for approval.

• The Public Investment Board (PIB) and Cabinet
Committee on Economic Affairs (CCEA) approval
process is underway.

• The Ministry of Power (MoP), Government of
India, is reviewing the draft PIB memorandum,
revised project cost, and zero-date proposal.

• Key focus areas going forward include securing
CEA cost approval, executing final agreements,
complete lender appraisal processes and advance
EPC tendering.

4. Bhogapuram Solar:

The Company commissioned ~5 MW Bhogapuram solar

project in May'26. Entire capacity is tied up with

Bhogapuram Airport.

5. GMR Kalinga Solar Power Limited (GKSPL) and GMR

Utkal Solar Power Limited (GUSPL)

• GKSPL and GUSPL are wholly owned subsidiaries
of the Company which are SPVs for development
of43 MW AC Solar power plant in Odisha.

• The Plant is targeted to be operational by Q3
FY 2026-27.

• The Company has already signed a 25-year PPA
for the supply of 10 MW AC. PPAs for remaining
capacity are in advanced stage of finalization.

6. GMR Karnataka Renewable Energy-I Limited(GKREL)

• GKREL is a wholly owned subsidiary of GEL,
incorporated as a SPV for the development of a
300 MW Hybrid Renewable Energy Project in the
State of Karnataka.

• As part of the project development process, a
Government Order of 125.8 MW has been received
from the Government of Karnataka.

• This Government order gives right to develop
Renewable project in the designated area.

• The Company is actively pursuing the remaining
project development activities, including land
acquisition, statutory approvals, evacuation
planning, and resource assessment.

7. GMR Andhra Pradesh Renewable Energy-I Limited(GAREL)

• GAREL is a wholly owned subsidiary of GEL,
incorporated as a SPV for the development of a
300 MW Renewable Energy Project in the State of
Andhra Pradesh.

• The Company has applied for ISTS connectivity.

• The Company is evaluating suitable locations, land
availability, evacuation infrastructure, and
commercial opportunities to optimize project
development and execution.

8. GMR (Badrinath) Hydro Power Generation Private

Limited (GBHPL) - Badrinath - 300 MW:

• Alaknanda Power Project is a 300 MW run-of-the-
river hydro project proposed on the Alaknanda
River in Chamoli district, Uttarakhand.

• The project has achieved UNFCCC registration as
a CDM Project, completed possession of required
land, and obtained key statutory permits/
clearances.

• The project was construction-ready;however,
implementation and financial closure remain
stalled due to the Hon'ble Supreme Court stay
order on 24 hydroelectric projects in Uttarakhand,
which continues to remain in effect.

• Due to the 11-year delay beyond GMR's control,
the Company has sought reimbursement of
project-related costs from relevant Central and
State authorities.

• The matter is listed for final hearing in September
2026.

9. 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 a MoU with
the Government of Assam for formation of JV in
the project including power offtake arrangement
for State captive power.

Power Trading Business

• GMR Power Trading strengthened its market position in FY
2025-26, with 6,187 MUs of electricity traded during the
year.

• The business continued to operate as a CERC Category-I
trading licensee and ranked among the top 10 power trading
companies in India.

Transportation and EPC sector

GPUIL's transportation business consists of the Highway segment,
which is engaged in the development of Highways on a Build-
Operate-Transfer (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.

1. Highways:

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

During FY 2025-26, all the ongoing litigations with NHAI for
GMR Pochanpalli Expressways Limited ("GPEL") were
resolved amicably. As part of settlement agreement signed
with NHAI, GPEL received settlement consideration of '40.82
Crore and the project is due for hand back to NHAI in
September 2026. Further, GPEL will be required to carry out
major maintenance for 56 Lane Km. This will meet the hand
back requirements along with other requirements as per
Concession Agreement.

2. EPC:

Group was awarded EPC contracts by 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) in the
State of Uttar Pradesh. These projects for a total length of
about 422 km have been commissioned. The 2-year Defect
Liability Period (DLP) is also completed. We have initiated
contractual claims under various provisions of contract and
the same are in process for adjudication.

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 company had partially developed 511 Acres and sold to Tata
Electronics Private Limited wherein they established a mobile
phone component manufacturing plant with an investment of
~? 14,000 Crore & employment of 20,000 people. Later, an extent
of 110 Acres was also sold to Tata Electronics Products and
Solutions Private Limited for iPhone Assembly plant. In addition,
about 1,110 Acres was sold to State Industries Promotion
Corporation of Tamil Nadu ("SIPCOT") for Industrial Development
in the Region.

During the financial year 2025-26 GKSIR has taken up the
development of -60 Acres by creating infrastructure facilities
for the purpose of leasing / sale to industrial clients.

GMRAviation Private Limited (GAPL)

GMR Aviation Private Limited ("GAPL"), a wholly owned subsidiary
of the Company is engaged in providing premium non-scheduled
air charter services for corporate and personal travel across
domestic and international sectors, along with business aviation
consultancy and aircraft management services. During FY 2025¬
26, the Company completed a significant operational transition
by taking over and managing its aviation operations
independently, thereby strengthening its control over safety,
service delivery, compliance, cost management and customer
experience.

FY 2025-26 was a year of consolidation, transition and capability
building for GAPL. The Company operated a fleet comprising
Falcon 2000 and Embraer Legacy aircraft and achieved
substantially higher aircraft utilization, including approximately
992 flying hours across domestic and international sectors.
Operating revenue increased significantly over the previous year,
supported by higher charter demand, stronger customer
engagement and improved external charter sales. During the year,
GAPL also entered into Take-or-Pay arrangements with
Transworld and Havells Group, strengthening revenue visibility
and improving committed utilization of its aircraft fleet. The
Company further enhanced its market visibility through active
engagement with leading domestic and international charter
brokers and operators, including strategic relationships with
VistaJet, Jetex, Empire Aviation, Transworld Jets and Air Charter
Service, thereby positioning GAPL as a premium private aviation
platform.

Going forward, GAPL's strategy is to position itself as a trusted
premium charter operator with uncompromising focus on safety,
regulatory compliance, service excellence and operational
reliability.

With strengthened operating systems, improved commercial
reach, dedicated infrastructure, digital enablement and enhanced
governance, GAPL is well placed to scale its premium charter
business in a disciplined manner while continuing to uphold the
highest standards of safety, customer service and financial
prudence.

Consolidated Financial Statements

In accordance with the provisions of the Act SEBI LODR read
with Ind AS 110 - Consolidated Financial Statements, Ind AS 111-
Joint Arrangements and Ind AS 28 - Investments in Associates
and Joint Ventures, the Audited Consolidated Financial
Statements forms part ofthisAnnual Report.

Holding, Subsidiaries, Associate Companies, Jointly
Controlled Operations and Joint Ventures

As on March 31, 2026, the Company had 73 Subsidiary companies
apart from 3 Associate companies and Joint Ventures (including
2 Associate Companies of Subsidiaries).

During FY 2025-26, the status of GMR Rajahmundry Energy
Limited (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. Further, the status of GMRVemagiri Power
Generation Limited ("GVPGL") changed from a subsidiary
Company to an Associate Company w.e.f July 02, 2025 after sale
of 51% of its stake held by GEL, subsidiary of the Company, to
Synergy.

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

Further, GMR Kalinga Solar Power Limited, GMR Utkal Solar Power
Limited, GMR Karnataka Renewable Energy-I Limited and GMR
Andhra Pradesh Renewable Energy-I Limited became subsidiaries
of the Company effective from November 22, 2025, December
29, 2025, February 28, 2026 and March 19, 2026 respectively.

Further, GMR Enterprises Private Limited (GEPL) ceased to be
the holding Company of GPUIL, under the provisions of the
Companies Act, 2013, effective from January 28, 2026. The change
occurred after GPUIL allotted additional equity shares to public
shareholders through a preferential issue under private
placement, which diluted GEPL's total ownership to below 50%
of the Company's paid-up share capital. However, it would
continue as Parent Company of the Company in terms of
applicable Ind AS, on account of having management control
over the Company.

The details of the Company's subsidiaries, associates and joint
ventures, including associates of subsidiary companies, as on
March 31, 2026, are provided in "Annexure A" to this Report.
Pursuant to Section 129(3) of the Act read with Rule 5 of the
Companies (Accounts) Rules, 2014, a statement containing the
salient features of the financial statements of the Company's
subsidiaries, associates and joint ventures in Form AOC-1 is
annexed as "Annexure B" to this Report. The statement provides
details of the performance and financial position of each
subsidiary, associate and joint venture, and their contribution to
the overall performance ofthe Company.

Further, post March 31, 2026, Portus Ventures Private Limited
ceased to be Associate Company/Joint Venture with effect from
June 10, 2026 after sale of 26% stake held by the Company to an
external party.

Pursuant to the provisions of Regulation 16(1)(c) ofthe SEBI LODR,
the Company has adopted a "Policy for determining Material
Subsidiaries" laying down the criteria for identifying material
subsidiaries of the Company. As part of the periodic review, the
said Policy was reviewed and revised by the Audit Committee
and the Board of Directors ofthe Company at their meeting held
on May 20, 2026 and May 21, 2026, respectively.

The Policy may be accessed on the Company's website at

https://www.amrpowerurbaninfra.com/investor-relations/corporate-aovemance/policies

In terms of aforesaid policy, GMR Warora Energy Limited, GMR
Energy Trading Limited, GMR Kamalanga Energy Limited, GMR
Power and Urban Infra (Mauritius) Limited and GMR Infrastructure
Singapore Pte. Limited were the material subsidiaries of the
Company during FY 2025-26 and will continue to remain the
material subsidiaries of the Company for the FY 2026-27, based
on the Audited Financial Statements ofthe Company for the year
ended March 31, 2026.

In terms of the provisions of Section 136 of the Act, the financial
statements of each of the subsidiary company(ies) have been
placed on the website of the Company at https://
www.gmrpowerurbaninfra.com/investor-relations/financials-and-
reports/annual-accounts-of-subsidiaries

The financial statements of each subsidiary, associate
company(ies) are available for inspection at the Company's
Registered Office.

Changes in Share capital

There was no change in the authorised share capital of the
Company during FY 2025-26.

During the financial year under review, the Company raised funds
through preferential issue by way of private placement in
accordance with the provisions of the Companies Act, 2013 and
Chapter V of the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018, following Members' approval
on January 16, 2026. The Company, on January 28, 2026 allotted
6,61,81,335 equity shares of face value of ' 5/- each at an issue
price of? 120.88/- per share including the premium of? 115.88/
- per share, aggregating to an amount upto ~?800 Crore, to the
non-promoter shareholders.

On account of aforesaid allotment of equity shares by way of
preferential issue, the issued, subscribed and paid-up share capital
of the Company increased from ? 3,57,41,80,970/- comprising
of 71,48,36,194 equity shares of? 5/- each as on March 31, 2025
to ? 3,90,50,87,645/- comprising of 78,10,17,529 equity shares
of? 5/- each as on March 31, 2026.

During the year under review, the Company has not issued shares
with differential voting rights or sweat equity shares or shares
held in trust for the benefit of employees where the voting rights
are not exercised directly by the employees.

Warrants

Pursuant to the approval of the Members, the Company allotted
3,30,90,668 convertible warrants on January 28, 2026, on a
preferential basis to a promoter group entity at an issue price of
? 120.88 per warrant (including a premium of ? 115.88 per
warrant), aggregating to an amount of up to ~?400 Crore. An
amount of ? -100 Crore, being 25% of the issue price, was
received upfront at the time of allotment. Each warrant carries a
right to subscribe to one equity share of face value ? 5/- each
and is exercisable within 18 months from the date of allotment
upon payment of the balance consideration, in accordance with
the applicable provisions of and terms of issue.

Debentures

The Board of Directors at its meeting held on May 17, 2024,
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 Crore and Twenty-Six lakhs only) on a private
placement basis, at the coupon /interest rate of 10.9277% per
annum.

These NCDs issued by the Company were 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, the Company had made periodical payments of
instalments of the principal and interest amounts on the due
dates. The Company has completed the full & final payment of
the NCDs on June 11, 2025 and subsequently delisted from the
National Stock Exchange of India Limited.

The Company has no NCDs outstanding, as on March 31, 2026.

Particulars of Loans, Guarantees, Securities 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).

Management Discussion and Analysis Report (MDA)

In terms ofthe provisions of Regulation 34 ofthe SEBI LODR, the
Management Discussion and Analysis Report is set out in this
Annual Report.

Corporate Governance

The Company continues to follow the GMR Business Excellence
Model ("GBEM"), which is based on the globally recognized
Malcolm Baldrige Framework for Performance Excellence and has
been implemented across the GMR Group since 2010. Over the
years, GBEM has become deeply embedded across the Group,
driving a culture of continuous improvement, innovation and
operational excellence.

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 Business Excellence 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. The 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
Master Circular No. HO/49/14/14(7)2025-CFD-POD2/ 1/3762/
2026 issued on July 11, 2023 and last updated on January 30,

2026 by the Securities and Exchange Board of India ("SEBI"), the
Business Responsibility and Sustainability Report ("BRSR") for the
FY 2025-26 describing the initiatives taken by the Company from
Environmental, Social and Governance perspective forms part of
this Annual Report.

M/s Grant Thornton Bharat LLP, an Independent Assurance
Agency has conducted the audit of BRSR core parameters
(Reasonable Assurance) and non-core parameters (Limited
Assurance) as stated in the Assurance Report for FY 2025-26 and
has provided an Assurance Report which also forms part of this
Annual Report. M/s. Grant Thornton Bharat LLP is an affiliate firm
of M/s Walker Chandiok & Co LLP, Statutory Auditors of the
Company.

Contracts and Arrangements with Related Parties

The Company has robust framework for identification and
monitoring of all related party transactions. All transactions with
related parties are placed before the Audit Committee for its
prior approval. An omnibus approval from the Audit Committee
is obtained for the related party transactions which are repetitive
in nature. As part of the periodic review and as statutory required,
the Policy on Related Party Transactions ("RPT Policy") of the
Company was reviewed and revised by the Audit Committee and
the Board of Directors of the Company at their meeting held on
May 20, 2026 and May 21, 2026 respectively. The revised policy
may be accessed on the Company's website at https://
www.gmrpowerurbaninfra.com/investor-relations/corporate-
governance/policies

All contracts / arrangements / transactions entered into by the
Company during the FY 2025-26 with related parties including
those referred in Section 188(1) of the Act, were in the ordinary
course of business and on arm's length basis. Accordingly, the
prescribed Form AOC-2 is not applicable to the Company for FY
2025-26 and hence does not form part of this report. Further in
terms of the SEBI LODR, the material relating party transaction
was duly approved by the Members of the Company during the
FY 2025-26.

During FY 2025-26, 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. In compliance with
Regulation 23 of SEBI LODR, the related party transactions on
consolidated basis were filed with the Stock Exchanges on a half
yearly basis.

The Note no. 32 to the standalone financial statements sets out
the disclosure relating to related party transactions.

Directors and Key Managerial Personnel

As on March 31, 2026, the Company's Board comprised of 13
Directors. The details of the Board and Committee compositions
and other details are available in the Corporate Governance
Report, which forms part of this Annual Report. In terms of the
requirement of the SEBI LODR, the Board has identified core skills,
expertise, and competencies in the context of the Company's
business, which are also detailed in the Corporate Governance
Report forming part of this Annual Report.

During the year under review, the following changes took place
with respect to the composition of Board of Directors of the
Company:

1. At the 6^th AGM of the Company held on September 29, 2025,
the following Director(s), who were retiring by rotation and
being eligible, were re-appointed as Director(s), liable to
retire by rotation:

• Mr. Subbarao Gunuputi (DIN: 00064511);

• Mr. Madhva Bhimacharya Terdal (DIN: 05343139).

2. Further, at the 6^th AGM of the Company held on September
29, 2025, the members, by passing a Special Resolution, also
approved the re-appointment of the following Independent
Directors for the second term of five consecutive years with
effect from September 29, 2025 or upto the conclusion of
11^th Annual General Meeting of the Company, whichever is
earlier:

• Mr. Shantanu Ghosh (DIN: 00041435);

• Dr. Fareed Ahmed (DIN: 09698462);and

• Ms. Suman Naresh Sabnani (DIN:10223343).

3. During the year, the Board of Directors approved the re¬
designation of Mr. Madhva Bhimacharya Terdal (DIN:
05343139), from Executive Director to Non-Executive Non¬
Independent Director consequent to his superannuation
from the services of the Company w.e.f. July 31, 2025.

4. The Board of Directors also approved the appointment of
Mr. Boda Venkata Nageswara Rao (DIN: 00051167) (who
previously was a Non-Executive Director) as an Executive
Director of the Company with effect from November 15,
2025 for a period of three (3) years. The said appointment
was subsequently approved by the Members of the
Company by way of Postal Ballot on December 14, 2025.

5. In accordance with the provisions of Section 152 of the Act
read with rules made thereunder, Mr. Boda Venkata
Nageswara Rao (DIN: 00051167) and Mr. Grandhi Kiran
Kumar (DIN: 00061669), Directors of the Company, are liable
to retire by rotation at the ensuing 7^th AGM of the Company
and being eligible, have offered themselves for re¬
appointment. The Nomination and Remuneration
Committee and the Board of Directors on the basis of their
performance evaluation, have recommended the said re¬
appointments.

6. Further, based on the recommendation of Nomination and
Remuneration Committee and on the basis of performance
evaluation, the Board have recommended the re¬
appointment of following Independent Directors for the
second term of five consecutive years with effect from
September 21, 2026 or upto the conclusion of the 12^th Annual
General Meeting of the Company, whichever is earlier:

• Dr. Siva Kameswari Vissa (DIN: 02336249);

• Mr. Suresh Narang (DIN: 08734030) ;

• Dr. Satyanarayana Beela (DIN: 09462114);and

• Dr. Emandi Sankara Rao (DIN: 05184747)

The Board is of the opinion that all the Independent
Directors, including the Directors appointed/re-appointed
during FY 2025-26 and those proposed to be re-appointed,
possess the requisite qualifications, skills, expertise,
experience, proficiency, and integrity required for the
effective discharge of their duties. The key skills, expertise,
and competencies identified by the Board and possessed

by the Directors are disclosed in the Corporate Governance
Report forming part of this Annual Report.

Brief profiles and other details of the Directors, as required under
Regulation 36(3) of the SEBI LODR Regulations and Clause 1.2.5
of Secretarial Standard-2 on General Meetings, are provided in
the Notice convening the 7^th Annual General Meeting.

Further, during the year under review, there were no changes in
the Key Managerial Personnel(s) 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, six (6)
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.

Board Evaluation

Annual performance evaluation of the Board, its Committees and
Individual Directors was carried out during the year pursuant to
the provisions of the Act and the corporate governance
requirements prescribed under SEBI LODR. The performance of
the Board and its committees was evaluated based on various
criteria, including composition and structure, effectiveness of
processes, quality and timelines of information flow, governance
practices and overall functioning in the manner as specified in
the Corporate Governance Report forming part of this Annual
Report.

The Nomination and Remuneration Committee ("NRC") and
Board reviewed the performance of Individual Directors based
on criteria such as their participation and contribution at the Board
and Committee meetings, preparedness on the matters to be
discussed, meaningful and constructive contribution and inputs
in meetings, etc. In addition, the performance of the Chairman
was also evaluated with reference to the key aspects of his role
and leadership responsibilities.

The Independent Directors, at their separate meeting held on
August 10, 2026 also reviewed the performance of the Non¬
Independent Directors, Chairman and the Board as a whole. The
suggestions and the recommendations made by the Directors
from the evaluation process were duly considered by the Board
to further augment its effectiveness. A detailed update on the
Board Evaluation process is also provided in the Corporate
Governance Report, which forms part of this Annual Report.

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 and other attributes of persons for appointment
as Director(s), Key Managerial Personnel ("KMP") and Senior
Management Personnel ("SMP"). The NR Policy also sets out
guiding principles for the NRC for determining and
recommending to the Board the remuneration of Managerial
Personnel, KMPs and SMPs.

As part of the periodic review, the Board has reviewed and revised
the Nomination and Remuneration Policy of the Company in its
meeting held on May 21, 2026, on the recommendation of the
Nomination and Remuneration Committee. The said Policy is

available on the Company's website at https://
www.gmrpowerurbaninfra.com/investor-relations/corporate-
governance/policies

In recognition of the importance of having a diverse Board
towards the long-term success of the organization, the Company
has adopted a 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 requisite declarations from all the
Independent Directors confirming their independence as per the
criteria laid down under Section 149(6) of the Act and Regulation
16(1)(b) of the SEBI LODR and there has been no change in the
circumstances affecting their status as Independent Directors of
the Company. Further, in terms of Regulation 25(8) of the SEBI
LODR, the Independent Directors have confirmed that they are
not aware of any circumstance or situation, which exists or may
be reasonably anticipated, that could impair or impact their ability
to discharge their duties with an objective independent
judgement and without any external influence. 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 SMP, formulated by the
Company.

Pursuant to Section 134 of the Act read with Rule 8(5) of the
Companies (Accounts) Rules, 2014, in the opinion of the Board,
all the Independent Directors, including the Directors appointed
/ re-appointed during the year, possess the requisite qualification,
integrity, experience, expertise, proficiency and holds high
standard of integrity, etc.

Corporate Social Responsibility (CSR)

As part of the periodic review process, the Board has reviewed
and revised the Corporate Social Responsibility Policy ("CSR
Policy") of the Company in its meeting held on May 21, 2026.
The CSR Policy, of the Company indicating the activities to be
undertaken by the Company, may be accessed on the Company's
website at https://www.omrpowerurbaninfra.com/investor-
relations/corporate-aovernance/policies.

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 CSR policy, may undertake
other need-based initiatives in compliance with Schedule VII of
the Act.

During the year, as per the requirements of Section 135 of the
Act, the Company was required to spend an amount of ' 7.01
Crore (being 2% of average net profits) during the FY 2025-26.
Accordingly, as per the requirements based on the CSR budget
as approved by the Board of Directors, on the recommendation

of the CSR Committee, the Company spent an amount of ' 7.01
Crore during the financial year 2025-26 towards CSR activities
as prescribed under Schedule VII of the Act. The Annual Report
on CSR activities is annexed as "Annexure-C" to this Report.

Further, the Company, along with its subsidiaries/ associate
companies spent an amount of ' 18.22 Crore, during the year,
on CSR activities. The details of such activities carried out with
the support of GMR Varalakshmi Foundation ("GMRVF"), CSR arm
of the GMR Group, have been highlighted in Business
Responsibility and Sustainability Report.

Risk Management Framework

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 also reviews the risk management framework
and has an additional oversight in the area of financial risks and
internal controls. 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

The Company has adopted policies and procedures, including
the design, implementation and review of internal financial
controls, which were operating effectively to ensure the 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 in accordance with the Act.

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

Corrective and preventive mitigation plans are implemented to
strengthen controls in areas where weaknesses are identified
during the review process, and the results of such testing are
reported to the Audit Committee on a regular basis. Emphasis is
always placed on the automation of controls within processes to
minimise deviations and exceptions.

During FY 2025-26, no reportable material weaknesses were
observed in the design or operating effectiveness of these
controls except in few areas where there is a need to further
strengthen the controls.

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. The 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.

As part of the periodic review, the Board has reviewed and revised
the Whistle Blower Policy of the Company in its meeting held on
May 21, 2026, on the recommendation of the Audit Committee.
The details of the Whistle Blower Policy are provided in the
Corporate Governance Report and may be accessed on the
Company's website at:

https://www.amrpowerurbaninfra.com/investor-relations/corporate-aovemance/policies

Auditors and Auditors' Report
Statutory Auditors

The Members, at the 6^th AGM held on September 29, 2025,
approved the re-appointment of M/s Walker Chandiok & Co.
LLP, Chartered Accountants, Registration No. (001076N/N500013)
as Statutory Auditors of the Company to hold office for the second
term of five (5) 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.

The Auditors have confirmed that they are not disqualified from
continuing as Auditors of the Company. The representative of
the Statutory Auditors of the Company attended the previous
AGM.

The Auditor's Report for the FY 2025-26 does not contain any
qualification, reservation, or adverse remark. The notes on
financial statement referred in Auditor's Report are self -
explanatory and do not call for further comment.

Secretarial Auditors

The Members, at their 6^th Annual General Meeting of the
Company, approved the appointment of M/s. V. Sreedharan &
Associates, Company Secretaries (Peer Review Certificate No:
5543/2024 and Firm Registration No. P1985KR14800) as the
Secretarial Auditors of the Company, to conduct the Secretarial
Audit of the Company, for a term of five (5) consecutive years up
to F.Y. 2029-30.

M/s. V Sreedharan &Associates have conducted the Secretarial
Audit of the Company for the financial year ended March 31,
2026. 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 31,2026 is annexed herewith
as "Annexure-D" to this Report. The Secretarial Audit Report
does not contain any qualification, reservation or adverse remarks.

As per Regulation 24A of the SEBI LODR, the material Indian
subsidiaries of the Company are required to undertake secretarial
audit. Based on the Audited Financial Statements of the Company
as on March 31, 2025, the Company's material unlisted
subsidiaries incorporated in India viz. GMR Warora Energy
Limited, GMR Energy Trading Limited and GMR Kamalanga
Energy Limited have also undergone Secretarial Audit in terms
of Regulation 24A of the SEBI LODR.

The Secretarial Audit Report of the material Indian subsidiaries
are annexed as "Annexure E-1", "Annexure E-2" and "Annexure
E-3" respectively to this Report.

M/s. V. Sreedharan & Associates, Company Secretaries have
confirmed that they are eligible and not disqualified to continue
as the Secretarial Auditors of the Company for FY 2026-27 in
terms of the provisions of Regulation 24A (1A) of SEBI LODR and
are also in compliance with Regulation 24A (IB) ofSEBI LODR.

Cost Auditors

Pursuant to Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014. The 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 July 30, 2025, 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 2025-26. The Members of the Company at
their 6^th AGM held on September 29, 2025, had ratified the
remuneration payable to the Cost Auditors in terms of Rule 14
of the Companies (Audit & Auditors) Rules, 2014.

The Company has prepared and maintained cost records for the
FY 2025-26 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 August 14, 2026 for the F.Y. 2026-27, 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 2026-27, 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 7^th AGM.

Reporting of frauds by Auditors

Pursuant to provisions of Section 143(12) of the Act, none of the
Statutory Auditors, Secretarial Auditors or Cost Auditors of the
Company has 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 .

Audit Committee

The Audit Committee of the Company comprises Dr. Siva
Kameswari Vissa as Chairperson, Dr. Satyanarayana Beela, Dr.
Fareed Ahmed and Ms. Suman Naresh Sabnani, as Members.

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 and changes in the composition thereof are given
in the Corporate Governance Report, which forms part of this
Annual Report.

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the
information and explanations obtained by them, the Directors

make the following statements in terms of Section 134(5) of the
Act:

a) that in the preparation of the annual accounts for the year
ended March 31, 2026, the applicable accounting standards
have been followed along with proper explanation relating
to material departures, ifany;

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, 2026 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.

Sustainability and Environment Protection

Sustainability has been an integral and core part of the Company's
business strategy since inception. Besides economic performance,
the Company remains committed to operational safety,
environmental stewardship and social well-being, which continue
to form the foundation of its approach to sustainable value
creation. The details of initiatives/ activities on environment
protection and sustainability are described in Business
Responsibility and Sustainability Report forming part of this
Annual Report. The Company is also publishing Sustainability
Report which is available on the website of the Company at https:/
/www.gmrpowerurbaninfra.com/investor-relations/esa/esg-
sustainabilitv-reports

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

The information pertaining to conservation of energy, technology
absorption and foreign exchange earnings and outgo, as
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 2025-26 has been placed
on the Company's website at https://
www.omrpowerurbaninfra.com/investor-relations/financials-and-
reports/annual-reports

Particulars of Employees and related disclosures

The information required under Section 197(12) ofthe 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@gmraroup.in.

With reference to Section 197(14) of the Act, during the year
under review, no Executive Director, other than Mr. Srinivas
Bommidala, Vice Chairman and Managing Director, received
commission from the Company during FY 2025-26. Details of
the commission paid to him are provided in the Corporate
Governance Report forming part of this Annual Report.

Mr. Srinivas Bommidala, also serve as Managing Director of GMR
Kamalanga Energy Limited, a subsidiary of the Company and
received remuneration as per the terms of his appointment as
approved the shareholders. However he was not in receipt of
any commission from the subsidiary.

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.

Credit Rating

The details of credit ratings, obtained by the Company are
disclosed in the Corporate Governance report forming part of
the Annual Report.

Change in the nature of business, if any

The Company did not undergo any change in the nature of its
business during the FY 2025-26.

Significant and Material Orders passed by the Regulators or
Courts

During the year under review, there were no significant or 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, 2026.

Compliance by Large Corporates:

The Company does not fall under the Category of Large
Corporates as defined under SEBI Master Circular No. HO/49/
14/14(7)2025-CFD-POD2/I/3762/2026 issued on July 11, 2023
and last updated on January 30, 2026, 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

The 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
at all relevant locations across India to address complaints
received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this Policy.
The employees are provided mandatory training / certification
on POSH Policy to sensitize them and strengthen their awareness.

There were no sexual harassment complaints pending or received
and disposed during the year ended March 31, 2026.

Statement on compliance of Maternity Benefit Act, 1961

The Company, during the period under review, has complied with
all the applicable provisions of the Maternity Benefit Act, 1961,
as amended from time to time. All eligible women employees
have been extended the benefits under the said Act, including
maternity leave, nursing breaks, and other statutory entitlements
as prescribed.

Proceeding under Insolvency and Bankruptcy Code and One¬
time settlement

1. There are no proceedings initiated/pending against the
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 with any bank or financial
institution.

Other than the matters disclosed in this Report, there are no
other events or transactions during the year that require
disclosures to be made in terms of the provisions of the Act.

Acknowledgements

The Directors place on record their sincere appreciation for the
continued support and cooperation extended by the lenders,
banks, financial institutions, business associates, joint venture
partners, auditors, the Central and State Governments, regulatory
and statutory authorities, shareholders and all other stakeholders.

The Directors further acknowledge and commend the
commitment, dedication and invaluable contribution of the
employees of the Company and its subsidiaries, whose sustained
efforts continue to drive the Company's growth and success.

For and on behalf of the Board of Directors of
GMR Power and Urban Infra Limited

G. M. Rao

Date : August 14, 2026 Chairman

Place : New Delhi (DIN:00574243)