m. Provisions and contingent liabilities
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
A provision for onerous contracts is recognised when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Company recognises any impairment loss on the assets associated with that contract.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the standalone financial statements.
Provisions and contingent liability are reviewed at each balance sheet date.
n. Retirement and other employee benefits
Retirement benefit in the form of provident fund, pension fund and superannuation fund are defined contribution schemes. The Company has no obligation, other than the contribution payable. The Company recognizes contribution payable to provident fund, pension fund and superannuation fund as expenditure, when an employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet reporting date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.
Accumulated leave, which is expected to be utilized within the next twelve months, is treated as short-term employee benefit. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement
that has accumulated at the reporting date.
The Company treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the year-end.
The Company presents the leave as a current liability in the standalone balance sheet, to the extent it does not have an unconditional right to defer its settlement for twelve months after the reporting date.
The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method using actuarial valuation to be carried out at each balance sheet date.
In case of funded plans, the fair value of the plan assets is reduced from the gross obligation under the defined benefit plans to recognise the obligation on a net basis.
Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the standalone balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to the statement of profit and loss in subsequent periods.
Past service costs are recognised in the statement of profit and loss on the earlier of:
a. The date of the plan amendment or curtailment, and
b. The date that the Company recognises related restructuring costs
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognises the following changes in the net defined benefit obligation as an expense in the statement of profit and loss:
a. Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and
b. Net interest expense or income.
o. Financial instruments
Financial assets and financial liabilities are recognised when the Company becomes a party to the contract embodying the related financial instruments. All financial assets, financial liabilities and financial guarantee contracts are initially measured at transaction
cost and where such values are different from the fair value, at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit and loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. Transaction costs directly attributable to the acquisition of financial assets and financial liabilities at fair value through profit and loss are immediately recognised in the statement of profit and loss. In case of interest free or concession loans/debentures/ preference shares given to subsidiaries, associates and joint ventures, the excess of the actual amount of the loan over initial measure at fair value is accounted as an equity investment. On de-recognition of such financial instruments in its entirety, the difference between the carrying amount measured at the date of de-recognition and the consideration received is adjusted with equity component of the investments.
The Company has made an irrevocable election to measure investments in equity instruments issued by subsidiaries, associates and joint ventures at Fair Value Through Other Comprehensive Income (FVTOCI). Amounts recognised in Other Comprehensive Income are not subsequently reclassified to the statement of profit and loss.
Investment in preference shares/ debentures of the subsidiaries are treated as equity instruments if the same are convertible into equity shares or are redeemable out of the proceeds of equity instruments issued for the purpose of redemption of such investments. Investment in preference shares/ debentures not meeting the aforesaid conditions are classified as debt instruments at amortised cost.
Effective interest method
The effective interest method is a method of calculating the amortised cost of a financial instrument and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts future cash receipts or payments through the expected life of the financial instrument, or where appropriate, a shorter period.
(a) Financial assets
• Measurement and Valuation
1. Financial assets at amortised cost
Financial assets are subsequently measured at amortised cost if these financial assets are held within a business model whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the
financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
2. Financial assets measured at fair value
Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business model whose objective is to hold these assets in order to collect contractual cash flows or to sell these financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial asset not measured at amortised cost or at fair value through other comprehensive income is carried at fair value through the statement of profit and loss.
For financial assets maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.
• Impairment of financial assets
Loss allowance for expected credit losses is recognised for financial assets measured at amortised cost and fair value through the statement of profit and loss.
The Company recognises impairment loss on trade receivables using expected credit loss model, which involves use of provision matrix constructed on the basis of historical credit loss experience as permitted under Ind AS 109 - Impairment loss on investments.
For financial assets whose credit risk has not significantly increased since initial recognition, loss allowance equal to twelve months expected credit losses is recognised. Loss allowance equal to the lifetime expected credit losses is recognised if the credit risk on the financial instruments has significantly increased since initial recognition.
• De-recognition of financial assets
The Company de-recognises a financial asset only when the contractual rights to the cash flows from the financial asset expire, or it transfers the financial asset and the transfer qualifies for de-recognition under Ind AS 109.
If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the assets and an associated liability for amounts it may have to pay.
If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
On de-recognition of a financial asset in its entirety, the difference between the carrying amounts measured at the date of de¬ recognition and the consideration received is recognised in standalone statement of profit and loss.
For trade and other receivables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.
(b) Financial liabilities and equity instruments
• Classification as debt or equity
Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.
• Measurement and valuation
1. Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.
2. Financial liabilities
Financial liabilities are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, using the effective interest rate method where the time value of money is significant. Interest bearing bank loans, overdrafts and issued debt are initially measured at fair value and are subsequently measured at amortised cost using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of
borrowings is recognised over the term of the borrowings in the statement of profit and loss.
For trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.
• Financial guarantee contracts
Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognised less cumulative amortisation.
• Put option liability
The potential cash payments related to put options issued by the Company over the equity of subsidiary companies to non¬ controlling interests are accounted for as financial liabilities when such options may only be settled other than by exchange of a fixed amount of cash or another financial asset for a fixed number of shares in the subsidiary. The financial liability for such put option is accounted for under Ind AS 109.
The amount that may become payable under the option on exercise is initially recognised at fair value under other financial liabilities with a corresponding debit to investments.
If the put option is exercised, the entity derecognises the financial liability by discharging the put obligation. In the event that the option expires unexercised, the liability is derecognised with a corresponding adjustment to investment
• De-recognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit and loss.
(c) Off-setting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the standalone balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
p. Convertible preference shares/ debentures
Convertible preference shares/debentures are separated into liability and equity components based on the terms of the contract.
On issuance of the convertible preference shares/ debentures, the fair value of the liability component is determined using a market rate for an equivalent non¬ convertible instrument. This amount is classified as a financial liability measured at amortised cost (net of transaction costs) until it is extinguished on conversion or redemption.
The remainder of the proceeds is allocated to the conversion option that is recognised and included in equity since conversion option meets Ind AS 32 criteria for conversion right. Transaction costs are deducted from equity, net of associated income tax. The carrying amount of the conversion option is not re-measured in subsequent years.
Transaction costs are apportioned between the liability and equity components of the convertible preference shares/debentures based on the allocation of proceeds to the liability and equity components when the instruments are initially recognised.
q. Cash and cash equivalents
Cash and cash equivalent in the standalone balance sheet comprise cash at banks and on hand and short¬ term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company's cash management.
r. Foreign currencies
In preparing the financial statements, transactions in the currencies other than the Company's functional currency are recorded at the rates of exchange
prevailing on the date of transaction. At the end of each reporting period, monetary items denominated in the foreign currencies are re-translated at the rates prevailing at the end of the reporting period. Non¬ monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on translation of long term foreign currency monetary items recognised in the standalone financial statements before the beginning of the first Ind AS financial reporting period in respect of which the Company has elected to recognise such exchange differences in equity or as part of cost of assets as allowed under Ind AS 101 -"First time adoption of Indian Accounting Standard” are recognised directly in equity or added/ deducted to/ from the cost of assets as the case may be. Such exchange differences recognised in equity or as part of cost of assets is recognised in the statement of profit and loss on a systematic basis.
Exchange differences arising on the retranslation or settlement of other monetary items are included in the statement of profit and loss for the year.
s. Earnings per share
Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for events including a bonus issue.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares. Potential ordinary shares shall be treated as dilutive when, and only when, their conversion to ordinary shares would decrease earnings per share or increase loss per share from continuing operations.
t. Exceptional items
An item of income or expense which due to its size, type or incidence requires disclosure in order to improve an understanding of the performance of the Company is treated as an exceptional item and the same is disclosed in the financial statements.
u. Corporate social responsibility ('CSR') expenditure
The Company charges its CSR expenditure during the year if any, to the statement of profit and loss.
2 The Company together with GCSL, have invested in GMR Energy Limited (“GEL”), a subsidiary of the Company, amounting to ' 1,190.38 crore (March 31, 2024: 1,169.61 crore) and has outstanding loan (net of impairment) (including accrued interest) amounting to ' 1,997.52 crore (March 31, 2024: ' 2,268.77 crore) in GEL as at March 31, 2025. GEL has certain underlying subsidiaries which are engaged in energy sector as further detailed in note 3,4 and 5 below, which have accumulated losses resulting in substantial erosion in their net worth. Based on management's internal assessment with regard to future operations and valuation assessment by an external expert, the management of the Company has fair valued its investments and for reasons as detailed in 3,4 and 5 below, the management is of the view that the fair value of the Company's investments in GEL is appropriate.
3 GMR Warora Energy Limited ('GWEL'), a subsidiary of GEL, entered into a PPA with Maharashtra State Electricity Distribution Company Limited ('MSEDCL') for sale of power for an aggregate contracted capacity of 200 MW, wherein power was required to be scheduled from power plant's bus bar. MSEDCL disputed place of evacuation of power with Maharashtra Electricity Regulatory Commission ('MERC'), wherein MERC has directed GWEL to construct separate lines for evacuation of power through State Transmission Utility ('STU') though GWEL was connected to Central Transmission Utility ('CTU'). Aggrieved by the MERC Order, GWEL preferred an appeal with APTEL.
APTEL vide its interim Order dated February 11, 2014 directed GWEL to start scheduling the power from GWEL 's bus bar and bear transmission charges of inter-state transmission system towards supply of power. GWEL in terms of the interim order
scheduled the power from its bus bar from March 17, 2014 and paid inter-state transmission charges. APTEL vide its final Order dated May 08, 2015 upheld GWEL 's contention of scheduling the power from bus bar and directed MSEDCL to reimburse the inter-state transmission charges hitherto borne by GWEL as per its interim order. Accordingly, GWEL has raised claims of ' 616.33 crore towards reimbursement of transmission charges from March 17, 2014 till November 30, 2020.
MSEDCL paid the aforementioned claim amount and preferred an appeal with the Hon'ble Supreme Court of India and the matter is pending conclusion. Pursuant to notification No. L-1 /250/20 19/CERC, the transmission charges (other than the deviation charges) are being directly billed to the respective customers (DISCOMS) by Power Grid Corporation of India Limited ('PGCIL') and accordingly, GWEL has not received transmission charges (other than the deviation charges) related invoices for the period from December 2020 to March 2025. The final obligation towards the transmission charges will be decided based on the order of the Hon'ble Supreme Court of lndia as stated above.
In view of the favourable Order from APTEL, receipt of aforementioned claim amount towards reimbursement of transmission charges and also considering the legal opinion received from legal counsel that GWEL has tenable case with respect to the appeal filed by MSEDCL against the said Order which is pending before the Hon'ble Supreme Court of India, GWEL has consequentially accounted for the reimbursement of transmission charges of ' 616.33 crore relating to the period from March 17, 2014 to November 30, 2020 in its books of accounts. Further the cost of transmission charges as stated with effect from December 2020 has been directly invoiced by PGCIL to DISCOMS and such amount together with aforesaid reimbursement has been disclosed as contingent liability in the financials of GWEL pending the final outcome of the matter in the Hon'ble Supreme Court of India.
Further, GWEL has generated profit after tax of ' 188.05 crore (March 31,2024: ' 194.02 crore) during the year ended March 31, 2025 and the management of GWEL expects that the plant will generate sufficient profits in the future years and will be able to recover the receivables and based on business plans and valuation assessment by an external expert during the year ended March 31, 2025, considering key assumptions such as capacity utilization of plant in future years based on current levels of utilization including merchant sales and sales through other long term PPA's, the management is of the view that the carrying value of the investments in GWEL by GEL as at March 31, 2025 is appropriate.
4 GMR Kamalanga Energy Limited ('GKEL'), a subsidiary of GEL, is engaged in development and operation of 3*350 MW under Phase I and 1*350 MW under Phase II, coal-based power project in Kamalanga village, Orissa and has commenced commercial operation of Phase I of the project. GKEL has accumulated losses of ' 790.04 crore (March 31: 2024'1,091.14 crore) as at March 31, 2025 due to operational difficulties faced during the early stage of its operations. GKEL has generated profits after tax amounting to ' 301.70 crore (March 31, 2024: ' 296.14 crore) during the year ended March 31, 2025.
Further, GKEL has trade receivables and unbilled revenue of ' 1,194.66 crore and ' 722.51 crore respectively as at March 31, 2025, for coal cost pass through and various “change in law” events from its customers under the PPAs and have filed petitions with the regulatory authorities for settlement of such claims in favour of GKEL. The payment from the customers against the claims is substantially pending receipt as at March 31, 2025. Based on certain favourable interim regulatory orders with regard to its petition for 'Tariff Determination' and 'Tariff Revision' with its customers, the management is confident of a favourable outcome towards the outstanding receivables of GKEL.
The management of GKEL based on its internal assessment, external consultant opinion and certain favourable interim regulatory orders is of the view that the carrying value of the trade receivables and unbilled revenue as at March 31, 2025 is appropriate.
Further, GKEL had entered an agreement with SEPCO in 2008 for the construction and operation of coal fired thermal power plant. There were certain disputes between the parties in relation to the delays in construction and various technical issues relating to the construction and operation of the plant. SEPCO served a notice of dispute to GKEL in March 2015 and initiated arbitration proceedings.
The Arbitral Tribunal has issued an opinion (the Award) on September 07, 2020 against GKEL. Since there were computation/ clerical/ typographical errors in the Award, both parties (GKEL and SEPCO) immediately applied for correction of the award under Section 33 of the Arbitration & Conciliation Act 1996 (as amended). The Arbitral Tribunal considered the applications of both the parties and has pronounced the corrected award on November 17, 2020. GKEL already accounted for the aforementioned liability as per the award pertaining to the retention money, unpaid invoices and the Bank Guarantee revoked. GKEL had challenged the award under section 34 of the Arbitration and Conciliation Act, 1996 before the Hon'ble High Court of Orissa on February 15, 2021 and December 31, 2021 respectively.
The Hon'ble High Court of Orissa vide its judgement and order dated June 17, 2022 has dismissed the petition filed by GKEL on February 15, 2021 to put aside the Final Award on the basis that impugned award does not fall under the category which warrants interference under Section 34 of the Arbitration Act. GKEL has challenged judgement by filing special leave petition ('SLP') before the Hon'ble Supreme Court of India on grounds; a) Violation of Principles of Natural Justice, b) Judgement is in violation of the guidelines laid by the Hon'ble Supreme Court of India for timely pronouncing of judgements, c) Violation of due process of law and others.
The Hon'ble Supreme Court of India in the hearing on July 25, 2022 has issued notice and stayed the operation of the Section 34 Judgement. The Hon'ble Supreme Court of India vide its order dated May 15, 2023, has disposed of SLP and allowed GKEL to approach the Commercial Appellate Division Bench, as constituted by the Hon'ble High Court of Orissa by way of an appeal under Section 37 of the Arbitration Act with liberty to raise all grounds and contentions. It had further directed that the aforesaid stay shall continue till June 30, 2023.
In furtherance of the order of the Hon'ble Supreme Court of India, GKEL has filed an appeal under Section 37 of the Arbitration Act before the Hon'ble High Court of Orissa on June 09, 2023, challenging Section 34 judgement and the Award. The Hon'ble High Court of Orissa pronounced its judgement on September 27, 2023 wherein it has allowed the Section 37 appeal and set aside Section 34 judgement and the Award. Further, during the year ended March 31, 2024, SEPCO had filed a special leave petition (SLP) with the Hon'ble Supreme Court of India on December 20, 2023 which was registered on January 30, 2024 by the Hon'ble Supreme Court of India and heard on May 14, 2025 and reserved the judgement.
GKEL has also raised and filed its preliminary objections to the very maintainability of the SLP filed by SEPCO. Basis the ongoing status of the case, the management of GKEL is not expecting any outflows with respect to SEPCO matter in next 12 months from the reporting date.
Based on legal advice, the liability including interest and other costs under the Final Award has been set aside until the claims are raised again by SEPCO basis the available legal recourse, GKEL in its books has made provisions in view of the disputes between SEPCO and GKEL, based on generally accepted accounting practices. Irrespective of the heads under which they appear or their nomenclature/ heading/ title/ narration, etc., such provisions do not make GKEL liable for payment since liability is disputed. GKEL expects to have a favourable outcome in the aforesaid pending litigations, hence resulting in reduction of liabilities towards SEPCO. Consequently, pending conclusion, GKEL has retained liabilities towards SEPCO as per the Arbitration award dated September 07, 2020.
In view of these matters explained above, business plans and valuation of GKEL performed by an external expert using the discounted future cash flows method which is significantly dependent on the achievement of certain key assumptions such as expansion and optimal utilization of existing plant capacity, timing and amount of settlement of disputes with customers and capital creditors which are outstanding as on March 31, 2025, the management is of the view that the carrying value of the investments in GKEL held by GEL as at March 31, 2025 is appropriate.
5 On April 13, 2025, the Company, GMR Energy Limited (“GEL”), GMR Rajam Solar Power Private Limited ('GRSPPL'), GMR Corporate Services Limited ('GASL') and GMR Generation Assets Limited (“GGAL”), ('subsidiaries of the Company') have signed a framework agreement with Synergy Investments Holding Limited (“Synergy”) for the divestment of their respective stakes in:
(a) GMR Bajoli Holi Hydropower Private Limited (“GBHHPL “), engaged in operation of 180 MW hydro-electric power project,
(b) GMR Vemagiri Power Generation Limited (“GVPGL”), engaged in operation of 388 MW natural gas-based combined cycle power plant, and
(c) GMR Rajahmundry Energy Limited (“GREL”), engaged in operation of 768 MW natural gas-based combined cycle power plant.
Pursuant to the Framework Agreement;
(i) GEL will transfer:
(a) 79.86% of equity stake in GBHHPL in two stages (70% initially and 9.86% subsequently) and
(b) 51% of equity stake in GVPGL to Synergy.
(ii) The Company, GRSPPL and GASL will transfer 100% compulsorily convertible debentures (CCD) issued by GBHHPL to Synergy and
(iii) GGAL will transfer 51% of GREL's equity stake to Synergy following the release of shares pledge and corporate guarantee from the lenders.
The combined value for the transfer of securities for all three entities under the Framework Agreement is ' 653.00 crore, subject to adjustments based on net working capital and other factors at closing.
The transaction for all three entities upon meeting necessary conditions and receiving requisite approvals is anticipated to be completed by September 30, 2025, or a later date mutually agreed upon by the parties involved.
Accordingly, the Company has classified investment in GBHHPL as non-current assets held for sale in accordance with Ind AS 105 'Non-current Assets Held for Sale and Discontinued Operations',
Further, subsequent to the year end, GEL has transferred its 70% equity stake in GBHHPL as mentioned in (i)(a) and the Company, GRSPPL and GASL, has transferred their respective stakes in CCD's as mentioned in (ii) above.
6 The Company together with GMR Highway Limited ("GMRHL”) a subsidiary of the Company, has invested in GMR Hyderabad Vijayawada Expressways Private Limited ('GHVEPL'). GHVEPL, a step-down subsidiary of the Company, has been incurring losses since the commencement of its commercial operations. These losses are primarily due to loss of revenue arising as a result of drop in commercial traffic on account of bifurcation of State of Andhra Pradesh and ban imposed on sand mining in the region. The management of the Group till March 31, 2024 based on its internal assessment and a legal opinion, believed that these events constitute a Change in Law as per the Concession Agreement and GHVEPL was entitled to a claim for losses suffered on account of the aforementioned reasons and accordingly filed its claim for the loss of revenue till the year ended March 31, 2017 with National Highways Authority of India ('NHAI').
The claim of GHVEPL was rejected by NHAI and accordingly during the year ended March 31, 2018, GHVEPL had decided to proceed with arbitration and accordingly Arbitral Tribunal was constituted and claims were filed.
The project was initially developed from existing 2 lanes to 4 lanes to be further developed to 6 laning subsequently (before 14th anniversary of the appointed date). If 6 laning was not carried out (if so required by NHAI/ desired by GHVEPL), concession period would be restricted to 15 years as against 25 years. GHVEPL had been amortising intangible assets over the concession period of 25 years.
The Arbitral Tribunal vide its order dated March 31, 2020, had pronounced the award unanimously, upholding GHVEPL's contention. Further, the said tribunal order was also upheld by the Hon'ble High Court of Delhi and division bench of the Hon'ble High Court of Delhi vide its Judgement dated May 07, 2024.
NHAI, upon receipt of Divisional Bench judgement, requested for conciliation of all the disputes amicably, which GHVEPL accepted and accordingly a Conciliation Committee of Independent Expert was formed. Based on the meetings and discussions of the issues at length, NHAI and GHVEPL reach an amicable settlement at ' 1,387.21 crore along with early hand over of the Project back to NHAI w.e.f. July 01, 2024. The Settlement Agreement dated June 13, 2024 was entered between NHAI and GHVEPL. GHVEPL has settled the outstanding dues to the senior lenders out of the proceeds of compensation received from NHAI.
Further, till the date of settlement, the Company determined the fair valued its investments in GHVEPL using Discounting Cash flow method considering management intention to operate the highway project and receive ongoing claims. However, after such settlement the management of the Company has reassessed the fair value of investment after considering the impact of the settlement as explained above.
7 During the year ended March 31, 2025, the Company has entered into a joint venture agreement with other venturer. Both the venturers have incorporated a Company viz, Portus Ventures Private Limited ('PVPL'). The Company has invested in 2,600 fully paid up equity shares of face value of ' 10/- each issued by PVPL. The Company share in joint venture is 26%.
8 i) During the year ended March 31, 2025;
a) The Company has agreed for conversion 585,340,100, 0.001% Compulsory Convertible Debentures (CCD) held in GRSSPL into 585,340,100, 0.001% Optionally Convertible Debentures (OCD).
b) GRSSPL has agreed to redeem 440,000,000, 0.001% Optionally Convertible Debentures (OCD).
c) The Company has agreed to take Inter Corporate Deposits and Other Financial Assets in GBHHPL against the redemption amount of 440,000,000, 0.001% Optionally Convertible Debentures (OCD) held in GRSSPL.
d) The Company has agreed for conversion of Inter Corporate Deposits and Other Financial Assets in GBHHPL into 440,000,000, 0.01% Compulsory Convertible Debentures (CCD) in GBHHPL.
e) On April 13, 2025, the Company, GEL, GRSPPL, GASL and GGAL, ('subsidiaries of the Company') have signed a framework agreement with Synergy Investments Holding Limited ("Synergy”) for the divestment of their respective stakes in GBHHPL, engaged in operation of 180 MW hydro-electric power project. Accordingly, the Company has shown its investment in 440,000,000, 0.01% Compulsory Convertible Debentures (CCD) in GBHHPL as Assets classified as held for sale. (Also refer note 43).
f) The Company has purchased 17,860,000, 0.01% unsecured Non-Convertible Debentures (NCD) of face value of ' 10/- each issued by GWEL from bank.
g) The Company has purchased 18,302,625, 0.01% unsecured Optionally-Convertible Debentures (OCD) of face value of ' 10/- each issued by GWEL from bank.
h) The Company has sold 30,000 equity shares of GCRPL during the year.
i) The Company has agreed for conversion of Inter Corporate Deposit given to GEL of ' 440 crore into 440,000,000,
0.001% Compulsory Convertible Debentures (CCD) of face value of ' 10/- each.
j) The Company has agreed for redemption of 2,000, 15% unsecured, unlisted, subordinated, redeemable, freely transferable, non-convertible debentures issued by GMR Consulting Services Limited.
k) The Company has subscribed 164,840,000, 0.001% Compulsory Convertible Debentures (CCD) of face value of ' 10/- each issued by GSEDPL.
l) The Company has invested in 200,000,000, 0.001% Unsecured Unrated Unlisted Compulsorily Convertible Debentures of face value of ' 10/- each issued by GCSL.
m) The Company has agreed for conversion of Inter Corporate Deposit and interest receivable from GCSL of ' 175.00 crore into 175,000,000, 0.001% Compulsory Convertible Debentures (CCD) of face value of ' 10/- each.
n) The Company has agreed for conversion of Inter Corporate Deposit and interest receivable from GSEDPL of ' 30.84 crore into 30,840,000, 0.001% Compulsory Convertible Debentures (CCD) of face value of ' 10/- each.
ii) During the year ended March 31, 2024;
a) The Company along with its subsidiaries (Group) held 69.58% stake in GEL till November 21, 2023 and accordingly the investment was accounted as Investment under equity method in accordance with Ind AS. The Company entered into a settlement agreement with Power and Energy International (Mauritius) Limited (hereinafter referred to as 'Tenaga') on November 17, 2023 to acquire additional 29.14% stake of GEL comprising 1,051,154,500 equity shares at a purchase consideration of ' 237.55 crore (USD 28.50 million). The Company paid the entire purchase consideration of ' 237.55 crore on November 21, 2023 ('transaction date).
With this complete buy-out of Tenaga stake, the Shareholders Agreement ("SHA”) with Tenaga stands terminated thereby increasing the shareholding of the Group by 29.14% and enabling control over GEL. Hence the Investment in GEL and its subsidiaries are accounted as 'Investment in Subsidiaries' from November 22, 2023.
b) Investment in 15,000,000 shares of ' 10/- each in GEL during the year against the settlement of loan paid to GMR Welfare Trust for group employees.
c) The Company has sold 597,827,146 shares of GEL to GCSL at ' 3.95/- per share.
d) The Company has purchased 1,082,070,809 shares of ' 10/- each from GGAL during the year.
e) The Company has invested in 2,000 15% Non- Convertible Debentures of face value of ' 10,00,000/- each issued by
GCSL.
f) The Company has purchased 50,000 equity shares of face value ' 10/- each of GCSL during the year.
g) The Company has purchased 3,420,000, 0.01% unsecured non-convertible debentures of face value of ' 10/- each
issued by GWEL from bank.
h) The Company has purchased 14,512,531, 0.01% unsecured optionally-convertible debentures of face value of ' 10/- each issued by GWEL from bank.
i) GPUIML has bought back 2,073,000 equity shares at USD 1.93 per share during the year.
j) The Company has purchased 50,000 equity shares of face value of ' 10/- each of GSEDPL during the year.
k) The Company has agreed for conversion of its receivable of ' 150.00 crore from GSPHL into 1,500, 0.01% Compulsorily Convertible Debentures of face value of ' 10,00,000/- each.
l) The Company has agreed for conversion of its receivable of ' 85.34 crore from GRSPPL into 853,401,000, 0.01% Compulsorily Convertible Debentures of face value of ' 10,00,000/- each.
m) The Company has agreed to convert the 5,000 Non Convertible Debentures of GRSPPL into 0.01% Compulsorily Convertible Debentures.
9 This includes value of investment represents investments in additional equity on account of financial guarantees.
10 This amount pertains to equity component of 8% compulsorily convertible preference shares issued by DSL, the same has been converted into equity.
11 This includes share held by others on behalf of the Company.
1. No trade or other receivables are due from directors or other officers of the Company either severally or jointly with any other person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.
2. Trade receivables are non-interest bearing.
3. Includes retention money (net of impairment allowances) of ' 0.83 crore (March 31, 2024: ' 0.83 crore). These payments are deducted by customer to ensure performance of the Company's obligations and hence are receivable on the completion of contract or after the completion of defect liability period as defined in the respective contract and accordingly no discounting has been done for the same.
4. Refer note 16 for information on trade receivables pledged as security against borrowings.
5. Payment is generally received from customers (excluding retention money) in due course as per agreed terms of contract with customers which usually ranges from 0 - 30 days.
1. GMR Airports Limited ('GAL') (formerly known as GMR Airports Infrastructure Limited) had issued 6 (six) Foreign Currency Convertible Bonds (FCCBs ) of USD 5,00,00,000 each, aggregating to USD 300 million due in 2075 to the Kuwait Investment Authority ("KIA”) on December 10, 2015. The National Company Law Tribunal (NCLT), Mumbai vide its dated on December 22, 2021 had approved the Composite Scheme of Amalgamation and Arrangement amongst GMR Power Infra Limited, GAL and the Company (" Scheme”). The Scheme inter-alia provides for Demerger of EPC and Urban Infra business of GAL into the Company. In accordance with the requirements of Section 2(19AA) of the Income Tax Act, 1961, part of the liability pertaining to the outstanding FCCBs of GAL attributable to the Demerged Undertaking stands vested to the Company pursuant to the Demerger. Thus upon effectiveness of the Scheme, subject to necessary regulatory approval, FCCBs of USD 275 million stands vested to the Company. To give effect to the split of FCCBs between GAL and the Company, the Company, GAL and KIA had entered into an agreement on January 12, 2022 inter-alia for redenomination of the FCCBs into a total of 300 FCCBs, each having a face value of USD 10,00,000, from 6 FCCBs of USD 5,00,00,000 each and split of FCCBs between GAL and the Company such that GAL will retain FCCBs of USD 25 million and remaining FCCBs of USD 275 million which stands vested to the Company.
The tenure of FCCBs was 60 years from the date of allotment by GAL and the USD 275 million FCCBs outstanding in the Company if converted shall account for 111,241,666 equity shares of the Company. The right of conversion of any or all of the FCCBs to equity shares of GAL and/or GPUIL, will need to be simultaneously exercised in the equivalent ratio. The outstanding amount as at March 31, 2025 is ' Nil (March 31, 2024 : ' 2,247.67 crore). Interest was payable on annual basis.
During the year ended March 31, 2025, USD 275 million 7.5% Subordinated Foreign Currency Convertible Bonds (FCCBs), have been transferred by KIA to two eligible lenders i.e., Synergy Industrials Metals and Power Holdings Limited (“Synergy”) (USD 154 million) and to GRAM Limited (“GRAM”) (USD 121 million).
On July 10, 2024, the Company has converted 7.5% USD 275 million FCCBs into 111,241,666 number of equity shares of ' 5/- each, to the above FCCB holders, as per the agreed terms and basis receipt of a conversion notice from the FCCB holders. As the FCCB holders are equity investors, and as a part of the overall commercials between the Company and the FCCB holders, the FCCB holder waived off the outstanding accrued interest on such FCCB's amounting ' 1,175.75 crore. The Company has recognized gain on account of such waiver exceptional gain in the statement of profit and loss for the year ended March 31, 2025.
2. During the current year ended March 31, 2025, the Company has raised money by issue of redeemable, rated, listed and secured non-convertible debentures (NCDs) amounting to ' 150.26 crore in single tranche vide Board resolution dated May 17, 2024, for a tenure of 370 days from deemed date of allotment which are repayable on June 11, 2025. These NCDs shall be secured by first ranking and exclusive mortgage on certain properties of its subsidiaries and a first ranking and exclusive charge by way of hypothecation on the designated account and all amounts lying therein from time to time under and pursuant to the deed of hypothecation. The outstanding amount as at March 31, 2025 is ' 4.86 crore.
3. Indian rupee term loan from a financial institution of ' Nil (March 31,2024: ' 43.75 crore) carries interest @ 12.15% p.a. (March 31, 2024: 12.15% p.a.) payable on a quarterly basis. The loan is repayable in six equal annual installments commencing at the end of five years from the date of first disbursement. The loan is secured by an exclusive first charge on certain immovable properties located in the State of Telangana owned by Namitha Real Estate Private Limited (NREPL), a fellow subsidiary of the Company, Corporate Infrastructure Services Private Limited, a fellow subsidiary, Varalaxmi Jute & Twine Mills Private Limited, Vijay Niwas Real Estates Private Limited and Smt. G. Varalakshmi. Further during the current year, the Company has repaid the entire loan.
4. Indian rupee term loan from a financial institution of ' 98.00 crore carries interest @ 12.75% p.a. payable on 3rd of every month. The loan is repayable after expiration of moratorium period of 4 quarters in 12 quarterly installments. The loan is secured by (i) First pledge over 26% of equity shares of GMR Smart Electricity Distribution Private Limited ('GSEDPL') (ii) First rank mortgage over the certain immovable properties located at Mangalore and Bangalore owned by the GMR Energy Limited ('GEL'), Honeyflower Estates Private Limited ('HEPL'), respectively.
5. Loan of ' 44.88 crore (March 31, 2024: ' 45.24 crore) from a fellow subsidiary, GMR Airport Developers Limited (GADL) carries interest @ 12.95% p.a. (March 31, 2024: 12.95% p.a.) payable after 2 years of moratorium i.e upto March 28, 2025 all the accrued interest till 3 years will be paid at the end of 3rd year. Interest for 4th, 5th and 6th year will be paid on yearly basis. Also, the principal is having 48 months moratorium and the same is repayable on structured annual installments basis (30% at the end of 48 month, 30% at the end of 60 month and final installment at the end of 72 month).
6. Loan of ' 203.45 crore (March 31, 2024: ' 203.45 crore) from a fellow subsidiary, GAL carries interest @ 7.25% p.a (March 31, 2024: 18.25% & 7.25%) payable after 2 years of moratorium, all the accrued interest till 3 years will be paid at the end of 3rd year. Interest for 4th, 5th and 6th year will be paid on yearly basis. Also, the principal is having 48 months moratorium and the same is repayable on structured annual installments basis (30% at the end of 48 month, 30% at the end of 60 month and final installment at the end of 72 month). Also refer note no 47.
7. Loan of ' 175.00 crore (March 31, 2024: ' 175.00 crore), from a fellow subsidiary, GMR Corporate Affairs Limited ('GCAL') which carried interest @ 7.25% p.a. (March 31, 2024: 17% & 7.25%) payable after 2 years of moratorium, all the accrued interest till 3 years will be paid at the end of 3rd year. Interest for 4th, 5th and 6th year will be paid on yearly basis.The principal is having 48 months moratorium and the same is repayable on structured annual installments basis (30% at the end of 48 month, 30% at the end of 60 month and final installment at the end of 72 month).
8. Loan of ' 216.00 crore (March 31, 2024: ' 216.00 crore) from its fellow subsidiary, GAL which carried interest @ 16% p.a (March
31, 2024:16% p.a) payable after 2 years of moratorium, all the accrued interest till 3 years will be paid at the end of 3rd year.
Interest for 4th, 5th and 6th year will be paid on yearly basis. Also, the principal is having 48 months moratorium and the same is repayable on structured annual installments basis (30% at the end of 48 month, 30% at the end of 60 month and final installment at the end of 72 month). Also refer note no 47.
9. Loan of ' 225.00 crore (March 31, 2024: ' 225.00 crore) from its fellow subsidiary, GAL which carried interest @ 17.50% p.a
(March 31, 2024:17.50% p.a) payable after 2 years of moratorium, all the accrued interest will be paid at the end of 3rd year.
Interest for 4th, 5th and 6th year will be paid on yearly basis. The principal is having 48 months moratorium and the same is repayable on structured annual installments basis (30% at the end of 48 month, 30% at the end of 60 month and final installment at the end of 72 month). Also refer note no 47.
10. Loan of ' 341.17 crore (March 31, 2024: ' 268.22 crore) from its fellow subsidiaries, GAL which carried interest @7.25% p.a (March 31, 2024 :7.25% p.a ) payable after 2 years of moratorium, all the accrued interest till 3 years will be paid at the end of 3rd year. Interest for 4th, 5th and 6th year will be paid on yearly basis. The principal is having 48 months moratorium and the same is repayable on structured annual installments basis (30% at the end of 48 month, 30% at the end of 60 month and final installment at the end of 72 month). Also refer note no 47.
11. Loan of ' 10.00 crore (March 31, 2024: ' Nil) from its fellow subsidiaries, GAL which carried interest @12.25% p.a (March 31, 2024 : ' Nil) payable after 2 years of moratorium, all the accrued interest till 3 years will be paid at the end of 3rd year. Interest for 4th, 5th and 6th year will be paid on yearly basis. The principal is having 48 months moratorium and the same is repayable on structured annual installments basis (30% at the end of 48 month, 30% at the end of 60 month and final installment at the end of 72 month). Also refer note no 47.
12. Loan of ' 58.80 crore (March 31, 2024: ' 58.80 crore) from its fellow subsidiaries, which carried interest @ 11% p.a. (March 31, 2024 : 11% p.a.) and is payable on yearly basis.The principal is repayable on August 21, 2026.
13. Loan of ' 210.96 crore (March 31, 2024: ' 80.18 crore) from its subsidiaries, which carried interest @ 12.25% p.a. (March 31, 2024 : 12.25% p.a.) and is payable along with repayment of principal or on such intervals as may otherwise be agreed upon by the parties.
14. Loan of ' 0.50 crore (March 31, 2024: ' 6.00 crore) from its subsidiaries, which carried interest @ 7.10% p.a. (March 31, 2024 : 7.10% p.a.) and is payable along with repayment of principal or on such intervals as may otherwise be agreed upon by the parties.
15. Loan of ' 48.84 crore (March 31, 2024: ' 48.84 crore) from its subsidiaries, which carried interest @ 10% p.a. (March 31, 2024 : 10% p.a.) payable at the end of the term. The principal is repayable on March 30, 2026.
16. Loan of ' 114.12 crore (March 31,2024: ' 247.82 crore) from its subsidiaries, which carried interest @ 10% p.a. (March 31,2024 : 10% p.a.) to 12.5% p.a. (March 31, 2024 : 10% p.a.) payable at the end of the term. The principal is repayable within one year from date of original and extended agreement as applicable.
17. Loan of ' 90.00 crore (March 31,2024: ' Nil) from its fellow subsidiaries, which carried interest @ 12.25% p.a. payable at the end of the term along with the principal. The principal is repayable after one year from date of disbursement i.e March 28, 2026.
18. Loan of ' 30.00 crore (March 31, 2024: ' 30.00 crore) from its subsidiaries, which carried interest @ 17% p.a. (March 31, 2024 : 17% p.a.) payable at the end of the term. The principal is repayable on June 07, 2025.
19. (i) The outstanding bank overdrafts amounting to ' 36.30 crore are secured against the following securities as on March 31,
2025.
(I) Primary Security:
First charge on the Company's raw material, semi finished and finished goods, consumable stores & spares, other
movables including book debts, bills, outstanding monies receivables, all other movable assets of the Company
included but not limited to documents of tittle deeds of goods, o/s monies, receivables, machinery all present and
future.
(II) Collateral Security:
(1) Office premises at 7th Floor Naman Centre (including parking space), BKC, Mumbai, owned by GMR Energy Limited (GEL), on pari passu first charge basis with GEL.
(2) Charge on Land parcels admeasuring 133.55 acres located at Krishnagiri District, Tamil Nadu owned by GMR Krishnagiri SIR Limited.
(3) Charge on land measuring 12 acres 11 gunthas located at Mamidpally Village, Saroornagar Revenue Mandal, Ranga Reddy District, Telangana. The land stands in the name of Hyderabad Jabilli Properties Private Limited.
(III) Interim Security
(1) Corporate guarantees to the extent of fair market value of the securities provided by the Companies; GEL, GMR Krishnaigiri SIR Limited and Hyderabad Jabilli Properties Private Limited.
(2) The overdraft is secured by personal Guarantee of the director to the extent of ' 15.31 crore.
(3) Cash margin created as per sanction terms.
19. (ii) For the previous year ended March 31, 2024, out of the outstanding bank overdrafts, overdrafts amounting to ' 10.68
crore are secured against the following securities as on March 31, 2024 and the balance overdraft is secured by 100% of
Fixed deposit with Bank:
(I) Primary Security:
First charge on the Company's and GIL-SIL JV's raw material, semi finished and finished goods, consumable stores & spares, other movables including book debts, bills, outstanding monies receivables, all other movable assets of the Company included but not limited to documents of tittle deeds of goods, o/s monies, receivables,machinery all present and future.
(II) Collateral Security:
(1) First charge on land parcel aggregating to 73.24 acres located at various 131 Sy Nos spread in Alur, Addaguriki, Bukkasagaram, Doripalli, Nallaganakothapalli, and Uddanapalli villages, Krishangiri District, Tamil Nadu.
(2) Charge on land 33.41 acres & building situated at Mangalore on pari passu with IDBI facility of GEL.
(3) First charge on non agriculture land of 14 acres 24 guntas, Mamidpally village Saroornagar Revenue Mandal, Ranga Reddy District, Telangana. The land stands in the name of Hyderabad Jabilli Properties Private Limited.
(4) First charge on the property situated at Municipal No. 97 (old Municipal No. 97/98 & 99), Ward No. 66 admeasuring 35,774 sqft situated at Hosue Road, Madiwala, Bengaluru owned by M/s Honey Flower Estates Pvt. Ltd.
(III) Interim Security:
(1) The overdraft is secured by personal Guarantee of the director.
20. Detail of period and amount of delays;
March 31, 2025:
The Company has delayed in payment of interest amounting to ' 1,175.75 crore to bond holders which were overdue for more than 90 days. All such delayed has been made good on July 10, 2024. Also refer note 16 (1).
March 31, 2024:
The Company had dues to bonds holders as on March 31, 2024 amounting to ' 1,051.49 crore which were overdue for more than 90 days.
21. The following table shows a maturity analysis of the anticipated cash flows excluding interest obligations for the Company's financial liabilities with respect to borrowings on an undiscounted basis, which therefore differ from both carrying value and fair value.
30 Earnings per share (EPS)
Basic EPS is calculated by dividing the profit/(loss) for the year attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the year. Partly paid equity shares are treated as a fraction of an equity share to the extent that they were entitled to participate in dividends relative to a fully paid equity share during the reporting year. The weighted average number of equity shares outstanding during the year is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.
Diluted EPS is calculated by dividing the profit attributable to equity shareholders (after adjusting for interest on the convertible securities) by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.
Notes:
(i) During the year ended March 31, 2016, GAL had issued FCCB ( attributable to the Demerged Undertaking stands Vested to the company pursuant to the Demerger), however, the same has not been included in the calculation of diluted earnings per share for year ended March 31, 2024 because they are anti-dilutive. (also refer note 16(1)).
31 Significant accounting judgements, estimates and assumptions
The preparation of the Company's standalone financial statements requires management to make judgements, estimates and assumptions that affect the reported amount of revenues, expenses, assets and liabilities and the accompanying disclosures, and the disclosure of contingent liabilities. Actual results could differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
The estimates and the underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and future periods affected.
Significant judgements and estimates relating to the carrying values of assets and liabilities include fair value measurement of investments in subsidiaries, joint ventures and associates, provision for employee benefits and other provisions, recoverability of deferred tax assets, commitments and contingencies and recognition of revenue on long term contracts.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are described below. The Company based on its assumptions and estimates on parameters available when the Standalone Financial Statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
a. Taxes
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the same can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies. Refer note 10 and 29 for further disclosures.
b. Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. The cash flow projections used in these models are based on estimates and assumptions relating to conclusion of tariff rates, operational performance of the plants and coal mines, life extension plans, availability and market prices of gas, coal and other fuels, restructuring of loans etc in case of investments in entities in the energy business, estimation of vehicle traffic and rates and favourable outcomes of litigations etc. in the expressway business which are considered as reasonable by the management. Fair value of investment in SEZ sector is determined based on available data for similar immovable property/ investment or observable market prices less incremental cost for disposing of the immovable property/ investments. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility, as applicable. Changes in assumptions about these factors could affect the reported fair value of financial instruments. Refer note 5 and 36 for further disclosures.
c. Contingencies
Contingent liabilities may arise from the ordinary course of business in relation to claims against the Company, including legal and contractual claims. By their nature, contingencies will be resolved only when one or more uncertain future events occur or fail to occur. The assessment of the existence, and potential quantum, of contingencies inherently involves the exercise of significant judgement and the use of estimates regarding the outcome of future events.
In respect of financial guarantees provided by the Company to third parties, the Company considers that it is more likely than not that such an amount will not be payable under the guarantees provided. Refer note 34 for further disclosure.
d. Revenue recognition
The Company recognises revenue from contracts with customers when it satisfies a performance obligation by transferring promised good or service to a customer.
The Company uses the percentage of completion method in accounting for its fixed price contracts. Use of the percentage of completion method requires the Company to estimate the costs incurred till date as a proportion of the total cost to be incurred. Costs incurred have been used to measure progress towards completion as there is a direct relationship. Provision for estimated losses, if any, on uncompleted contracts are recorded in the period in which such losses become probable based on the expected contract estimates at the reporting date.
e. Defined benefit plans (gratuity benefits)
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds.
The mortality rate is based on publicly available mortality tables for India. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates.
Further details about gratuity obligations are given in note 37.
f. Recoverability of advances/receivables
At each balance sheet date, based on historical default rates observed over expected life, the management assesses the expected credit losses on outstanding receivables and advances.
Notes:
a. The Company has provided securities by way of pledge of investments for loans taken by certain companies.
b. The Holding Company has pledged certain shares held in the Company as security towards the borrowings of the Company and related parties. (refer note 5)
c. Also refer note 5 on non-current investments and current investments.
d. Also refer note 16 for long term borrowings and short term borrowings as regards security given by related parties for loans availed by the Company.
e. As the liability for gratuity and leave encashment is provided on actuarial basis for the Company as a whole, the amount pertaining to the directors are not included.
f. In the opinion of the management, the transactions reported herein are on arm's length basis.
g. The amount of the outstanding balances as shown above are unsecured and will be settled in due course.
h) The Company has a process whereby periodically long term contracts are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under the law/accounting standards for the material foreseeable losses on such long term contracts has been made in the books of accounts amounting to ' 2.09 crore (March 31, 2024: ' 2.77 crore). Further, the Company does not have any derivative contracts at the end of the year.
i) The Company and SEW Infrastructure Limited ('SIL') had incorporated a Joint venture, GIL- SIL JV (the "JV”) and entered into a contract with Dedicated Freight Corridor Corporation of India Limited ("DFCCIL”) in 2015 for execution of design and construction of civil structures and track works for double line railway involving formation in embankments/ cuttings, ballast on formation, track works, bridges, structures, buildings, yards, integration with existing railway system and testing and commissioning on design-build lump sum basis for Mughalsarai-New Karchana Station (including) of Eastern Dedicated Freight Corridor Project (Contract Package - 201) and New Karchana (excluding) - New Bhaupur Station (excluding) of Eastern Dedicated Freight Corridor Project (Contract Package - 202) (hereinafter together referred as 'DFCC project') to the JV.
Subsequently the JV had sub-contracted a significant portion of such contract to the Company. During the execution of the project, DFCCIL failed to fulfil its obligations in a timely manner and as a consequence of such non-fulfilment, the execution of DFCC project got significantly delayed. In view of the aforementioned delay, the JV sought extensions as per Clause 8.4 of the General Conditions to the Contract and DFCCIL had granted such extensions from time to time.
During the year ended March 31, 2023, the JV had submitted its claim against DFCCIL for the period of delay i.e. from January 2019 to December 31, 2021, DFCCIL has rejected such claim citing the amendments made in the contract, while granting the extensions of time. JV has invoked the dispute resolution process and accordingly Dispute Adjudicating Board (DAB) is constituted.
As per directions of DAB, JV had submitted its Statement of Claim ('SoC') before DAB on May 22, 2023 for an amount of ' 449.01 crore for Contract Package 202 and on June 09, 2023 for an amount of ' 398.63 crore for Contract Package 201 respectively (excluding interest and GST) for cost incurred during the period from January 21, 2019 to September 30, 2022.
Further, JV has reserved its right to claim further additional cost for the damages to be suffered during the period (i.e. September 30, 2022 till completion of the project) to be computed in the same manner as set out in the SoC.
DFCCIL has submitted its Statement of Defense ('SoD') and has also filed counter claims for both the Contract Packages.
JV has further amended its statement of Claim for ' 812.99 crore on March 15, 2024 for Contract Package 201 and for ' 1,013.47 crore on February 17, 2024 for Contract Package 202 for cost incurred during the period from January 21, 2019 to September 30, 2022.
As per the revised timelines set forth by DAB, both JV and DFCCIL has submitted their revised statement of defense and rejoinders.
On November 01, 2024 majority of the DAB members have awarded an amount of ' 262.54 crore for Contract Package 201 to JV for the claim period from January 21, 2019 to September 30, 2022, subsequently on November 21, 2024, they have given its award for Contract Package 202 wherein they have awarded an amount of ' 254.80 crore. Further, DAB members unanimously have rejected all the counter claims of DFCCIL for Contract Package 202 and 201.
However, JV and DFCCIL, being dissatisfied with the Award for Contract Package 201 & Contract Package 202 issued Notice of Dissatisfaction. Thereafter, JV issued Notice of Amicable Settlement for Contract Package 201 & Contract Package 202 against which no response was received from DFCCIL. JV consequently has issued Notice invoking Arbitration in Contract Package-201 and Contract Package-202 on January 23, 2025. Arbitration Tribunal for both the Contract Packages has been constituted.
Arbitration Tribunal for Contract Package 201 held its first preliminary hearing on April 15, 2025 wherein the Tribunal directed the JV to file its Statement of Claim by June 10, 2025 and DFCCIL to file its Statement of Defense and Counter Claim, if any, by August 19, 2025. Next date of hearing by the Tribunal is fixed for August 21, 2025.
Similarly, Arbitration Tribunal for Contract Package 202 held its first preliminary hearing on March 21, 2025 wherein the Tribunal directed the JV to file its Statement of Claim by May 07, 2025, DFCCIL is required to file its Statement of Defense and Counter Claim, if any, by July 07, 2025, JV to submits its reply to Counter Claim by August 07, 2025 and all other procedural steps needs to be completed by August 21, 2025. Next date of hearing by the Tribunal is fixed on September 04, 2025 for framing points / issues for determination and hearing of applications, if any. Accordingly the JV has filed its statement of claim on May 07, 2025.
In addition to the aforementioned claim for January 21, 2019 to September 30, 2022, the JV has further filed the claims of Prolongation Cost with DAB for the period October 01, 2022 till April 30, 2024 for Contract Package 202 and Contract Package 201 for ' 226.86 crore and ' 278.28 crore on June 19, 2024 and December 16, 2024 respectively. DFCCIL has submitted letters for raising counter claims in Contract Package 202 and Contract Package 201 on November 20, 2024 and November 25, 2024 respectively which has been duly objected by the JV on December 20, 2024.
Claim for the period from October 01, 2022 to April 30, 2024, for Contract Package 202, arguments have been concluded on December 05, 2024 and the matter was reserved for judgement. JV has filed their written submissions on January 15, 2025. DAB award was received on March 10, 2025 without any adjudication of monetary claims. JV is under process of taking steps to invoke arbitration against the DAB award.
Claim for the period from October 01, 2022 to April 30, 2024, for Contract Package 201, Statement of Defense has been submitted by DFCCIL on March 31,2025 and Rejoinder of JV on May 05, 2025. The hearing before the DAB is scheduled for June 27, 2025 and June 28, 2025.
Based on internal assessment and review of the technical and legal aspects by independent experts, the management of the JV and the Company recognized such claim in its books of account and basis back-to-back agreement with the JV, the Company has also included an incremental budgeted contract revenue of ' 506.15 crore (out of total claim amount of ' 2,331.61 crore) for determination of the revenue recognition in accordance with Ind AS 115 and has recognized revenue during the previous years and current year ended March 31, 2025.
The management of the JV and the Company considers the unbilled revenue recognized amounting to ' 498.76 crore as at March 31, 2025 out of the aforesaid claims as fully recoverable.
However, based on the legal opinion, the management of the JV and the Company is confident of recoverability of the entire claim amount of ' 2,331.61 crore (including unbilled revenue recognized amounting to ' 498.76 crore) as at March 31, 2025.
Pursuant to Composite Scheme of Amalgamation and Arrangement ('the scheme') as sanctioned by the Hon'ble National
Company Law Tribunal, Bench at Mumbai vide its order dated December 22, 2021, the Company is in the process of executing
guarantee agreements with the lenders, giving effect to the transfer of guarantees from GAL to the Company as may be
applicable.
1. This includes corporate guarantees jointly extended by GAL and the Company (sanctioned amount of ' 50.00 crore and outstanding amount of ' 27.23 crore) [ March 31, 2024 : ' 50.00 crore (outstanding amount of ' 30.00 crore)] in favour of lenders of its subsidiaries and fellow subsidiaries.
2. Interest accrued, if any, and unpaid is not included above.
In addition to above table, following are the additional contingent liabilities:
1. During the year ended March 31, 2019, the erstwhile GMR Infrastructure Limited (demerged company) and its subsidiary Company GGAL, had extended corporate guarantees amounting to ' 2,353.20 crore in favour of IDBI Bank Limited (as the Lead Bank) wherein the demerged company had guaranteed the obligations of unsustainable debt of GMR Rajahmundry Energy Limited ('GREL'), an associate of the Company. Pursuant to the scheme of demerger approved on December 31, 2021, such corporate guarantee has been transferred to the Company. However, the demerged company had passed board resolutions/ executed undertakings for aforementioned corporate guarantees jointly with the Company.
Further, during the current year, the consortium of lenders of GREL unanimously approved to accept the One-time Settlement ('OTS') amount of ' 657.00 crore towards the full and final settlement of all exposures. Pursuant to such settlement, on March 29, 2025 GREL paid the first instalment of ' 165.70 crore. Further, after the year end, GREL has paid the entire balance OTS payment of ' 491.30 crore and is working with the consortium of lenders for extinction of aforementioned exposures. Also refer note 35.
2. There are numerous interpretative issues relating to the Supreme Court (SC) judgement on provident fund dated February 28, 2019. As a matter of caution, the Company has evaluated the same for provision on a prospective basis from the date of the SC order and is of the view that no such provision is required. The Company will update its provision, on receiving further clarity on the subject.
3. The Company has provided guarantees to Dedicated Freight Corridor Corporation of India Limited ('DFCCIL') on behalf of GIL SIL JV and Company's subsidiaries (including step down subsidiary) amounting to ' 380.00 crore sanctioned (March 31, 2024: 380.00 crore) and outstanding balance ' 366.38 crore (March 31, 2024: Outstanding Balance ' 192.30 crore).
1 The Company has extended comfort letters to provide continued financial support to certain subsidiaries/ joint ventures/ associates to ensure that these subsidiaries are able to meet their debts, commitments (including commitments towards investee entities) and liabilities as they fall due and they continue as going concerns.
2 The Company has entered into agreements with the lenders of subsidiaries/ joint ventures/ associates wherein it has committed to hold directly or indirectly at all times at least 51% of the equity share capital of the subsidiaries/ joint ventures/ associates and not to sell, transfer, assign, dispose, pledge or create any security interest except pledge of shares to the respective lenders as covered in the respective agreements with the lenders.
3 The Company has certain long term unquoted investments which have been pledged as security towards loan facilities sanctioned to the Company and the investee companies.
35 On March 28, 2025, the consortium of lenders of GMR Rajahmundry Energy Limited ('GREL'), an associate of the Company, unanimously approved to accept the One-time Settlement ('OTS') amount of ' 657.00 crore towards the full and final settlement of all exposures, including Term Loan, Non-Convertible Debentures ('NCDs'), Compulsorily Redeemable Preference Shares ('CRPS'), Interest Payable, corporate guarantees issued by the Company and GGAL, Subsidiary of the Company, and transfer of CRPS and Equity Shares of GREL held by consortium of lenders. GREL has accepted the proposal and paid the first installment of ' 165.70 crore towards the OTS on March 29, 2025.
Subsequent to the year end, GREL has paid the entire balance OTS payment of ' 491.30 crore and is working with the consortium of lenders for extinction of aforementioned exposures. Consequently, the Company has considered the impact of the aforesaid OTS transaction and reversed the liability for commitment of ' 233.42 crore and disclosed the same as an exceptional item in the accompanying audited standalone financial statements.
36 Disclosures on Financial instruments
This section gives an overview of the significance of financial instruments for the Company and provides additional information on balance sheet items that contain financial instruments.
The details of significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 2.2 (b) and 2.2 (n), to the standalone financial statements.
(b) Fair value hierarchy
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Level 1 to Level 3, as described below:
Quoted prices in an active market (Level 1): This level of hierarchy includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities. This category consists of investment in quoted equity shares, and mutual fund investments.
Valuation techniques with observable inputs (Level 2): This level of hierarchy includes financial assets and liabilities, measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
Valuation techniques with significant unobservable inputs (Level 3): This level of hierarchy includes financial assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.
(ii) Management uses its best judgement in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of the amounts that the Company could have realised or paid in sale transactions as of respective dates. As such, fair value of financial instruments subsequent to the reporting dates may be different from the amounts reported at each reporting date.
(iii) The fair values of the unquoted equity shares have been estimated using a discounted cash flow model except in case of fair value of investment in SEZ sector which has determined based on available data for similar immovable property/ investment or observable market prices less incremental cost for disposing of the immovable property/ investments. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management's estimate of fair value for these unquoted equity investments. Based on the inputs provided by the management the independent external valuer performs the valuation of Investments in subsidiaries, associates and joint ventures.
(c) Financial risk management objectives and policies
In the course of its business, the Company is exposed primarily due to fluctuations in foreign currency exchange rates, interest rates, equity prices, liquidity and credit risk, which may adversely impact the fair value of its financial instruments. The Company has a risk management policy which not only covers the foreign exchange risks but also other risks associated with the financial assets and liabilities such as interest rate risks and credit risks. The risk management policy is approved by the Board of Directors. The risk management framework aims to:
(i) create a stable business planning environment by reducing the impact of currency and interest rate fluctuations on the Company's business plan.
(ii) achieve greater predictability to earnings by determining the financial value of the expected earnings in advance.
i) Market risk
Market risk is the risk of any loss in future earnings, in realisable fair values or in future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates, foreign currency exchange rates, equity price fluctuations, liquidity and other market changes. Future specific market movements cannot be normally predicted with reasonable accuracy.
(a) Market risk- Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's long-term debt obligations with floating interest rates. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.
(b) Market risk- Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's investing and financing activities. The Company's exposure to foreign currency changes from operating activities is not material.
ii) Credit risk
Credit risk is the risk of financial loss arising from counterpart's failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses both the direct risk of default and the risk of deterioration of credit worthiness as well as concentration risks. The Company has a policy of dealing only with credit worthy counter-parties and obtaining sufficient collateral, where appropriate as a means of mitigating the risk of financial loss from defaults.
Financial instruments that are subject to credit risk and concentration thereof principally consist of trade receivables/ unbilled revenue, loans receivables, investments in debt securities of group companies, balances with bank, bank deposits, derivatives and financial guarantees provided by the Company. None of the financial instruments of the Company result in material concentration of credit risk except investment in preference shares/debentures made by the Company in its group companies and loans provided to its group companies. The credit risk in respect of such investments in preference shares/ debentures and loans are assessed on the basis of the fair value of the respective group companies determined based on their business plans. Also refer note 32 for the details of such instruments.
The carrying value of financial assets represents the maximum credit risk. The maximum exposure to credit risk was ' 4,568.25 crore as at March 31, 2025 (March 31, 2024: ' 6,633.89 crore), being the total carrying value of investments, loans, trade receivables, balances with bank, bank deposits and other financial assets.
Customer credit risk is managed by each business unit subject to the Company's established policy, procedures and control relating to customer credit risk management. An impairment analysis is performed at each reporting date on an individual basis for major customers. The Company does not hold collateral as security. Further, the top 5 customers of the Company in the EPC segment contributes to more than 90% of the trade receivables during the year ended March 31, 2025 and March 31, 2024.
Credit risk from balances with bank and financial institutions is managed by the Company's treasury department in accordance with the Company's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to make payments.
In respect of financial guarantees provided by the Company to banks and financial institutions, the maximum exposure which the Company is exposed to is the maximum amount which the Company would have to pay if the guarantee is called upon. Based on the expectation at the end of the reporting period, the Company considers that it is more likely than not that such an amount will not be payable under the guarantees provided.
iii) Liquidity risk
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company has obtained fund and non-fund based working capital lines from various banks. Furthermore, the Company has access to funds from debt markets through commercial paper programs, non-convertible debentures and other debt instruments. The Company invests its surplus funds in bank fixed deposit and in mutual funds, which carry no or low market risk.
The Company monitors its risk of shortage of funds on a regular basis. The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans, debentures, preference shares, sale of assets and strategic partnership with investors, etc.
The following table shows a maturity analysis of the anticipated cash flows (excluding interest obligations) for the Company's financial liabilities on an undiscounted basis, which therefore differ from both carrying value and fair value.
b) Defined benefit plan
The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (based on last drawn basic) for each completed year of service.
The fund provides a capital guarantee of the balance accumulated and declares interest periodically that is credited to the fund account. Although we know that the fund manager invests the funds as per products approved by Insurance Regulatory and Development Authority of India and investment guidelines as stipulated under section 101 of Income Tax Act, the exact asset mix is unknown and not publicly available. The Trust assets managed by the fund manager are highly liquid in nature and we do not expect any significant liquidity risks. The Trustees are responsible for the investment of the assets of the Trust as well as the day to day administration of the scheme.
The following tables summarise the components of net benefit expense recognised in the standalone statement of profit or loss and the funded status and amounts recognised in the standalone balance sheet for gratuity benefit.
Notes:
1. Plan assets are fully represented by balance with the Life Insurance Corporation of India.
2. The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets held, assessed risks of asset management, historical results of the return on plan assets and the Company's policy for plan asset management.
3. The estimates of future salary increase in compensation levels, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
4. As per Indian Assured Lives Mortality (2006-08) (modified) Ultimate.
5. Plan Characteristics and Associated Risks:
The Gratuity scheme is a Defined Benefit Plan that provides for a lump sum payment made on exit either by way of retirement, death, disability or voluntary withdrawal. The benefits are defined on the basis of final salary and the period of service and paid as lump sum at exit. The Plan design means the risks commonly affecting the liabilities and the financial results are expected to be:
a. Interest rate risk : The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase.
b. Salary Inflation risk : Higher than expected increases in salary will increase the defined benefit obligation
c. Demographic risk : This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria. It is important not to overstate withdrawals because in the financial analysis the retirement benefit of a short career employee typically costs less per year as compared to a long service employee.
38 Capital management
The Company's capital management is intended to create value for shareholders by facilitating the meeting of long term and short term goals of the Company.
The Company determines the amount of capital required on the basis of annual business plan coupled with long term and short term strategic investment and expansion plans. The funding needs are met through equity, cash generated from operations and sale of certain assets, long term and short term bank borrowings and issue of non-convertible debt securities and strategic partnership with investors.
For the purpose of the Company's capital management, capital includes issued equity capital, convertible preference shares and debentures, share premium and all other equity reserves attributable to the equity holders of the Company.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is total debt divided by total capital plus total debt. The Company's policy is to keep the gearing ratio at an optimum level to ensure that the debt related covenant are complied with.
42 The Company is in the process of conducting a transfer pricing study as required by the transfer pricing regulations under the IT Act ('Regulations') to determine whether the transactions entered during the year ended March 31,2025, with the associated enterprises were undertaken at “arm's length price”. The management confirms that all the transactions with associated enterprises are undertaken at negotiated prices on usual commercial terms and is confident that the aforesaid regulations will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.
44 The Code of Social Security, 2020 (“Code”) relating to employee benefits during employment and post employment received Presidential assent in September 2020. Subsequently the Ministry of Labour and Employment had released the draft rules on the aforementioned code. However, the same is yet to be notified. The Company will evaluate the impact and make necessary adjustments to the financial statements in the period when the code will come into effect.
45 The Ministry of Corporate Affairs (MCA) has prescribed a requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules, 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.
The Company has used an accounting software for maintaining its books of account which has a feature of audit trail (edit log) facility and the same was enabled at the application level. During the year ended March 31, 2025, the Company has enabled the feature of recording audit trail (edit log) at the database level from May 25, 2024 onwards to log any direct data changes. The audit trail has been preserved by the Company as per the statutory requirements for record retention.
46 Operating segments are reported in such a manner which is consistent with the internal reporting provided to the Chief Operating Decision Maker ('CODM'). As per the evaluation carried out by CODM, the Company has only one reportable business segment, viz., Engineering, Procurement and Construction ('EPC'). Accordingly, the amounts appearing in the standalone financial statements relate to the single business segment.
47 The Board of directors of GMR Airports Infrastructure Limited (GIL) in its meeting held on March 19, 2023 had approved, a detailed Scheme of Merger of GMR Airports Limited (GAL) with GMR Infrastructure Developers Limited (GIDL) followed by merger of GIDL with GIL referred herein after as Merger Scheme. Subsequent to year ended March 31, 2024, the Merger Scheme has been approved by the Hon'ble National Company Law Tribunal, Chandigarh bench (“the Tribunal”) vide its order dated June 11, 2024 (Certified copy of the order received on July 02, 2024). The said Tribunal order was filed with the Registrar of Companies by GAL, GIDL and GIL on July 25, 2024 thereby the Scheme becoming effective on that date. Accordingly, GAL merged with GIDL and merged GIDL stands merged into GIL with an appointed date of April 01,2023.After the scheme become effective the resultant company is named as GMR Airports Limited (formerly known as GMR Airports Infrastructure Limited) (GAL).
49 Government of Tamil Nadu (GoTN) had awarded an annuity based highway project to GMR Chennai Outer Ring Road Private Limited ('GCORR'). GCORR had awarded EPC contract to Boyance Infrastructure Private Limited (BIPL) for the construction of highway project. Subsequently BIPL had sub-contracted significant portion of such contract to the Company. On May 30, 2015, BIPL and the Company entered into a novation agreement whereby all the right and obligation related to the execution of EPC contract lies with the Company. Due to various reason the project got delayed. Since the delay in completion of EPC Contract is due to factors which were attributable to GoTN and were beyond the control, time to time, GPUIL has raised claim to GCORR and in turn GCORR, has raised the claim on GoTN for an amount of ' 675.00 crore plus interest. GoTN has disputed the amount claimed, hence GCORR has invoked Arbitration.
The Hon'ble Tribunal vide its order dated January 30, 2020, against a claim of ' 675.00 crore have directed GoTN to pay ' 340.97 crore within 3 months from the date of award failing which the same shall be payable with interest at 18% p.a. from the date of Award till date of realization. Time for payment by GoTN expires on April 30, 2020. GCORR had filed an application under section 34 of Arbitration Act, 1996, before Madras High Court restricting the challenge to non-grant of pendente lite interest as per contract.
GoTN has also challenged the award by filing an application under section 34 of Arbitration Act, 1996. The Ld. Single judge of Hon'ble Madras High Court, vide order dated November 17, 2021, has dismissed the challenge of Government of Tamil Nadu thereby upholding the Award in its entirety. The Ld. Single Judge has also partly upheld the challenge of GCORR by awarding pendent-lite interest at the rate of 9% p.a from the date of filing Statement of Claim till the date of Award and thereafter @ 18% p.a. as ordered by the Tribunal. Total amount (including interest) estimated to be received by virtue of the above order is ' 597.00 crore approx.
GCORR has filed execution petition u/s 36 of the Arbitration and Conciliation Act, 1996 on January 05, 2022 before the Madras High Court for enforcement of Arbitral Award. Against the dismissal of appeal u/s 37 of Arbitration and Conciliation Act 1996 by Hon'ble Division Bench of Madras High Court vide order dated August 11, 2022, GoTN had filed Special Leave Petition., The Hon'ble Supreme Court confirmed the Arbitral Award for an amount of ' 340.97 crore plus interest @ 18% p.a., aggregating to ' 510.47 crore (interest calculated upto November 02, 2022) and issued notice confining to the issue of Pendente Lite interest awarded by the Single Judge.
GCORR in the execution petition filed u/s 36 of the Arbitration and Conciliation Act, 1996 on January 05, 2022 , requested the Madras High Court for enforcement of the Award. GCORR also filed an application for directions to GoTN to deposit 100% of the amount confirmed by Hon'ble Supreme Court i.e. ' 510.47 crore. Vide order dated November 08, 2022, the Hon'ble Madras High Court directed GoTN to deposit a sum of ' 510.47 crore with Registrar by February 20, 2023.
GCORR, based on the judgement of Hon'ble Supreme Court dated November 03, 2022 confirming the claim amount of ' 510.47 crore, have recognized the amount pertaining to its portion of claim in the award along with Interest up to the date of order and consequential provision for amount payable to the Company amounting to ' 418.55 crore (including Interest calculated up to November 02, 2022) in the books of accounts of GCORR. Accordingly, pursuant to aforesaid novation agreement, the Company has recognized an exceptional gain of ' 418.55 crore (including Interest calculated up to November 02, 2022) during the previous year ended March 31, 2023.
For additional Pendente Lite interest awarded by the Hon'ble High Court of Madras, the matter was pending before the Hon'ble Supreme Court of India. Meanwhile, GCORRPL had entered into negotiation with Managing Director, Tamil Nadu Road Development Corporation Limited ('TNRDC') for settlement of dispute and has put forth the final claim for ' 234.10 crore which includes pendalite interest, post award interest for the period up to actual payment of claim, interest on delayed payment of annuity, claim for commission on performance bank guarantee, amount wrongly deducted by TNRDC while releasing withheld annuity & interest thereon and claim for additional GST paid under change in law. GCORRPL has proposed to settle all the disputes for an amount of ' 55.00 crore and the cases in Hon'ble Supreme Court of India and Hon'ble High Court of Madras will be withdrawn in case of final settlement is agreed by the Government of India. Based on the finality of the negotiation, GCORRPL and TNRDC/GOTN has agreed to settle the claim at ' 54.80 crore. Accordingly, GCORRPL has recognized the amount of ' 54.80 crore pertaining to amicable settlement of claim in the books of accounts during the current quarter. Necessary effects has been disclosed as exceptional Income in standalone financial statement. Further on January 08, 2024, GCORRPL has received the entire amount of ' 54.80 crore from TNRDC towards settlement of claims.
50 Additional disclosures pursuant to schedule III of Companies Act 2013
i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the company for holding any Benami property.
ii) The Company does not have any transactions/ balances with companies struck off under section 248 of Companies Act, 2013 to the best of knowledge of the management.
iii) The Company has not traded or invested funds in Crypto currency of Virtual currency.
iv) Except for the information given in the table below, the Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall
(a) directly or indirectly lend or invest in other persons or entities identified in any manner by or on behalf of the Group (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
vi) The Company has used borrowings from banks and financial institutions for the specific purpose for which it was taken at the balance sheet date.
vii) The Company has not been declared willful defaulter by any bank of financial institution of other lender.
viii) The Company has been sanctioned a working capital limit in excess of ' 5.00 crore, by banks on the basis of security of current assets. Pursuant to the terms of the sanction letters, the Company is not required to file any quarterly return or statement with such banks.
ix) The Company does not have any such transaction which is not recorded in books of account that has been surrendered or disclosed as income during the year in the tax assessments (such as, search or survey or any other relevant provisions) under Income Tax Act, 1961.
x) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
xi) The Company has not granted any loans or advances in nature of loan, either repayable on demand or without specifying any terms or period of repayment, to promoters, directors, KMPs and the related parties.
xii) The Company is in compliance with the requirement of Section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.
51 On March 28, 2025, the consortium of lenders of GMR Rajahmundry Energy Limited ('GREL'), an associate of the Company, unanimously approved to accept the One-time Settlement ('OTS') amount of ' 657.00 crore towards the full and final settlement of all exposures, including Term Loan, Non -Convertible Debentures ('NCDs'), Compulsorily Redeemable Preference Shares ('CRPS'), Interest Payable, corporate guarantees issued by the Company and GGAL, Subsidiary of the Company, and transfer of CRPS and Equity Shares of GREL held by consortium of lenders. GREL has accepted the proposal and paid the first installment of ' 165.70 crore towards the OTS on March 29, 2025.
Subsequent to the year end, GREL has paid the entire balance OTS payment of ' 491.30 crore and is working with the consortium of lenders for extinction of aforementioned exposures. Consequently, the Company has considered the impact of the aforesaid OTS transaction and reversed the liability for commitment of ' 233.42 crore and disclosed the same as an exceptional item in the accompanying audited standalone financial statements.
52 Certain amounts (currency value or percentages) shown in the various tables and paragraphs included in the standalone financial statements have been rounded off or truncated as deemed appropriate by the management of the Company.
53 Previous year's figures have been regrouped/ reclassified, to conform to the classification adopted in the current year classification. The impact of the same is not material to the users of the financial statements
As per our report of even date
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm registration number: 001076N/ N500013
Anamitra Das Srinivas Bommidala B V N Rao
Partner Managing Director Non-Executive Director
Membership number: 062191 DIN: 00061464 DIN: 00051167
Place: Guntur Place: New Delhi
Suresh Bagrodia Vimal Prakash
Chief Financial Officer Company Secretary
Place: New Delhi Membership Number: A20876
Place: New Delhi Place: New Delhi
Date: May 19, 2025 Date: May 19, 2025
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