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

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

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

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

Under the company's Energy 2.0 strategy, last year the Company
entered the smart meter sector after winning the project to install
75.69 lakh smart meters in various districts of Uttar Pradesh. The
project is progressing well.

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

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

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

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

Performance highlights - FY 2024-25

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

• The USD 275 Mn 7.5% Subordinated Foreign Currency
Convertible Bonds (FCCBs) due 2075, issued by GPUIL to
Kuwait Investment Authority (KIA) have been transferred by

KIA to two eligible lenders i.e., Synergy Industrials, Metals
and Power Holdings Limited (“Synergy”) (USD 154 Mn) and
to GRAM Limited (“GRAM”) (USD 121 Mn). Thereafter, on
July 10, 2024, the 7.5% USD 275 Mn FCCBs due in 2075
have been converted into 11,12,41,666 number of equity
shares of ' 5/- each, proportionately to the above mentioned
two FCCB holders, as per the agreed terms and basis receipt
of a conversion notice from the said FCCB holders. As the
FCCB Holders are equity investors, and as part of the overall
commercial discussions and agreement between the parties,
the outstanding interest on the FCCBs was waived off.

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

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

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

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

On March 28, 2025, the consortium of lenders of GMR
Rajahmundry Energy Limited (“GREL”), an associate of the
Company, unanimously approved to accept the One-time
Settlement (“OTS”) amount of ' 657.00 crore towards the
full and final settlement of all exposures, including Term
Loan, Non-Convertible Debentures (“NCDs”), Compulsorily
Redeemable Preference Shares (“CRPS”), Interest Payable
and for release of the Corporate Guarantees issued by the
Group and transfer of CRPS and Equity Shares of GREL held
by consortium of lenders. GREL has accepted the proposal
and paid the first instalment of ' 165.70 crore towards the
OTS on March 29, 2025. Subsequent to the year end, GREL
has paid the entire balance OTS amount of ' 491.30 crore
and successfully concluded the OTS including transfer of
shares, satisfaction of charges, release of all securities/
Corporate Guarantees issued to the lenders.

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

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

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

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

Pursuant to the Framework Agreement;

(i) GEL was to transfer:

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

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

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

The combined value for the transfer of securities for all
three entities under the Framework Agreement was
' 653.00 crore, subject to adjustments based on net
working capital and other factors at closing.

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

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

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

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

• GMR Smart Electricity Distribution Private Limited
(Formerly GMR Mining & Energy Private Limited
(“GSEDPL”)), a subsidiary of the Company had received
Letter of Intent ('LOI') from Purvanchal Vidyut Vitran

Nigam Limited and Dakshinanchal Vidyut Vitran Nigam
Limited, to implement smart metering project in the
Purvanchal (Varanasi, Azamgarh zone and Prayagraj,
Mirzapur zone) and Dakshinanchal (Agra and Aligarh
zone) area of Uttar Pradesh. GSEDPL will install,
integrate and maintain 75.69 lakh smart meters in the
given area. GSEDPL had formed three separate SPVs
(“Project SPVs”) for implementation and operations of
the project, which is expected to span over a period of
10 years. This Advanced Metering Infrastructure (“AMI”)
Project shall include Supply, Installation, Integration,
Commissioning and Operation & Maintenance of smart
meters on DBFOOT basis backed by state-of-the-art
technology and software solutions for end-to-end
automated system management. The project is being
executed under Revamped Distribution Sector Scheme
(RDSS). The focus is on creating value in the Adjacent
Business areas, working on implementation of AMI
Project. The Company has started the installation of
Smart meters as per the scheduled plan. The Company
has installed smart meters at consumer premises,
meeting all performance obligations outlined in the
contract. Since the meters are operational and all
performance obligations are met, the Project SPVs have
recorded the revenue in accordance with Ind AS 115.

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

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

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

Strategy and way forward - Maximising value of existing

assets and building a top tier tech enabled Clean Energy

business. Below are 3 Pillars of Company's strategy going

forward:

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

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

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

Financial Results - FY 2024-25

a) Consolidated Financial Results

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

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

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

The revenue from smart meter infrastructure has been
accounted for the first time in current FY amounting to
' 320.54 crore as Smart meter SPVs have started installing
the meters at consumer premises meeting all performance
obligations outlined in the contract. Accordingly, revenue is
recorded in accordance with Ind AS 115 since smart meters
are operational and all performance obligations are met.

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

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

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

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

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

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

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

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

During the year ended March 31, 2025, the revenue from
EPC segment has decreased by 42.62% from ' 329.71 crore
in FY 2023-24 to ' 189.18 crore in FY 2024-25, which was
mainly due to the ongoing DFCC (Railways) project as DFCC
project is completed and track is handed over to DFCCIL for
operations. However, certain ancillary works are pending
completion, which company is in process of completion.
Other operating income mainly includes interest income on
inter-corporate loans given to group companies and income
from management and other services.

There is a decrease in operating and administrative cost in
line with decrease in EPC revenue mainly due to ongoing
DFCC (Railways) project as DFCC project is completed and
track is handed over to DFCCIL for operations. However,
certain ancilliary works are pending completion, which
company is in process of completion.

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

There are no material changes or commitments, except those
already disclosed in this report affecting the financial position
of the Company which have occurred between the end of
the financial year 2024-25 and the date of this report.

Dividend

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

Reserves / Appropriation to Reserves

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

Management Discussion and Analysis Report (MDA)

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

State of Affairs of the Company and its Subsidiaries

A brief overview of the developments of each of the major
subsidiaries' business is presented below. Further, MDA, forming
part of this Report, also brings out a review of the business
operations of major Subsidiaries, Joint Ventures, Associates and
jointly controlled entities.

Energy Sector

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

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

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

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

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

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

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

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

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

GMR Energy Sector companies had an operating capacity of
around 2,840 MWs of Coal, and Renewable power plants in India
and around 1,775 MWs of power projects under various stages
of development, besides a pipeline of other projects in FY 2024¬
25. The Energy Sector has a diversified portfolio of thermal and
renewable projects with a mix of merchant and long-term Power
Purchase Agreements ("PPAs'').

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

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

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

A. Operational Assets:

I. Generation:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

o Livelihoods and Community Development: 1,140
individuals who are supported in farm and non¬
farm income-generating activities; repair of check
dams and ponds created 15,000 m¹ water storage,
irrigating 65 acres.

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

o Recognition and Awards: GWEL CSR earned ISO
26000:2010 and 3 Anganwadi's received ISO
9001:2015 certifications.

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

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

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

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

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

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

• Plant achieved zero LTI and fatality incidents.

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

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

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

o Energy Efficiency Unit at CII National Energy
Efficiency Conference.

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

2024.

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

o ISO 46001:2019 for sustainable water
management.

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

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

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

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

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

o Employee Engagement and Social Impact:
Executed 4 volunteering projects with staff
participation and raised, ' 24.4 lakhs through Daan
Utsav, benefiting 2,600 people. ¹

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

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

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

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

GVPGL, a wholly owned subsidiary of GEL (since divested as
detailed above), operates a 388 MW natural gas-fired
combined cycle power plant at Rajahmundry, Andhra
Pradesh.

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

• Efforts and discussions with the government and other
stakeholders were on-going to arrive at possible options
to operate the plant or monetise.

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

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

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

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

• Efforts and discussions with the government and other
stakeholders were on-going to arrive at possible options
to operate the plant or monetise.

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

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

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

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

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

• GGSPL attained commercial operation on March 4,
2012.

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

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

Rajam:

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

• The Company had signed a 25-year PPA with both GMR
Institute of Technology (700KW) and GMR Varalakshmi
Care Hospital (300KW) for the sale of power generated.

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

B. Projects:

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

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

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

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

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

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

2. GKEL - Unit#4

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

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

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

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

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

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

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

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

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

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

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

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

4. GMR (Badrinath) Hydro Power Generation Private

Limited (GBHPL) - Badrinath - 300 MW:

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

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

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

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

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

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

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

5. GMR Londa Hydropower Private Limited (GLHPL)-

225 MW:

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

• Project has received Techno-Economic
concurrence from CEA.

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

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

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

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

Transportation and EPC sector

GPUIL's transportation business consists of the Highway segment,
which is engaged in the development of Highways on a BOT /
Annuity basis. As on date, the transportation business holds a
portfolio consisting of three operational roads located in
Telangana, Haryana-Punjab and Tamil Nadu.

Highways:

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

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

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

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

At all GMR highways projects, High-Pressure Sodium Vapour
("HPSV”) streetlights have also been converted to LED lights

without incurring any capital expenditure for achieving energy
saving.

EPC:

Group was awarded EPC contracts by Dedicated Freight Corridor
Corporation of India Limited ("DFCCIL”) to construct two packages
on the Eastern Dedicated Freight Corridors ("EDFC”) between
New Bhaupur to New Deen Dayal Upadhyay (DDU) junction
(Packages - 201 and 202) worth about 5,081 crore in the State of
Uttar Pradesh. These projects for a total length of about 422 km
for a total value of about 6,600 crore have been commissioned.
As on date, over 200 Gross Million Tonnes (GMT) have moved
on this EDFC track.

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

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

Urban Infrastructure:

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

GMR Krishnagiri Special Investment Region (GKSIR)

The Group through GKSIR & other subsidiaries had around 990
acres of land in Krishnagiri district of Tamil Nadu for developing
industrial infrastructure at the beginning of FY 2024-25. During
FY 2024-25, the Group has sold around 407 acres, including
around 286 acres to Tamil Nadu State Government agency i.e.
State Industries Promotion Corporation of Tamil Nadu ("SIPCOT”).

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

GMR Aviation Private Limited (GAPL)

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

The current fleet of aircrafts of GAPL includes:

• Fixed-Wing: Falcon 2000 LX (9-seater) and Embraer Legacy

600 (13-seater), offering long-range and luxurious travel.

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

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

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

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

Consolidated Financial Statements

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

Holding, Subsidiaries, Associate Companies and Joint
Ventures

As on March 31, 2025, the Company had 71 Subsidiary companies
apart from 2 (two) Associate companies and Joint Ventures
(including 1 (one) Associate Company of a Subsidiary). During
the year under review, the status of GMR Operations and
Maintenance Private Limited (formerly known as GMR Tenaga
Operations and Maintenance Private Limited) changed from an
Associate Company to a Subsidiary Company. Further during the
year under review, Namitha Real Estates Private Limited (NREPL)
and GMR Infrastructure (UK) Ltd, ceased to be subsidiaries of
the Company.

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

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

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

The complete list of subsidiary companies and associate
companies (including joint ventures) as on March 31, 2025 in
terms of the Companies Act, 2013 is provided as Annexure- A
to this Report.

The Policy for determining material subsidiaries may be accessed
on the Company's website at the link:

https://investor.amrpui.com/pdf/6.Policv%20on%20Material%20subsidiaries final.pdf

Report on the highlights of performance of subsidiaries,
associates and joint ventures and their contribution to the overall

performance of the Company has been provided in Form No.
AOC-1 as Annexure-B to this Report and therefore not reported
here, to avoid duplication.

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

Directors' Responsibility Statement

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

a) that in the preparation of the annual accounts for the year
ended March 31,2025, the applicable accounting standards
have been followed along with proper explanation relating
to material departures, if any;

b) that such accounting policies as mentioned in Note no. 2 of
the Notes to the Financial Statements have been selected
and applied consistently and judgment and estimates have
been made that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as
at March 31, 2025 and of the profit of the Company for the
year ended on that date;

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

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

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

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

Corporate Governance

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

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

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

Business Responsibility and Sustainability Report

As stipulated under Regulation 34(2)(f) of SEBI LODR read with
Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10,
2021 issued by the Securities and Exchange Board of India (SEBI),
the Business Responsibility and Sustainability Report (BRSR) for
the Financial Year 2024-25, describing the initiatives taken by
the Company from an Environmental, Social and Governance
perspective is annexed as part of the Annual Report.

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

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered into by the
Company during the FY 2024-25 with related parties referred in
Section 188(1) of the Act were in the ordinary course of business
and on arm's length basis.

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

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

As, statutorily required, the Policy on related party transactions
was reviewed during the year by the Audit Committee and Board
of Directors of the Company and the updated Policy may be
accessed on the Company's website at the link:

https://investor.amrpui.com/pdf/GPUIL%20Policv%20on%20Related%20Partv%20Transactions-V1.pdf

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

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

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Policy ("CSR Policy”), of the
Company indicating the activities to be undertaken by the
Company, may be accessed on the Company's website at the
link: https://investor.gmrpui.com/pdf/1.CSR%20POLICY-GPUIL%20-%20Final.pdf.
The details of the CSR Committee are provided in the Corporate
Governance Report which forms part of the Board's Report.

The Company has identified the following focus areas towards

the community services / CSR activities, which inter alia include:

• Education

• Health, Hygiene & Sanitation

• Empowerment & Livelihoods

• Community Development

The Company, as per the approved policy, may undertake other
need-based initiatives in compliance with Schedule VII of the
Act. During the year, the Company was not required to spend
any amount on CSR as it did not have relevant profits. Accordingly,
it has not spent any amount on CSR activities. The Annual Report
on CSR activities is annexed as "Annexure-C” to this Report.
However, the Company, through its subsidiaries/ associate
companies spent an amount of ' 8.82 crore, during the year, on
CSR activities. The details of such activities carried out with the
support of GMR Varalakshmi Foundation ("GMRVF”), Corporate
Social Responsibility arm of the GMR Group, have been
highlighted in Business Responsibility and Sustainability Report.

Risk Management and ESG Journey

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

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

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

Internal Financial Controls

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

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

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

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

Directors and Key Managerial Personnel

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

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

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

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

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

In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Subbarao Gunuputi and Mr.
Madhva Bhimacharya Terdal, Directors of the Company, are liable
to retire by rotation at the ensuing AGM of the Company and
being eligible, have offered themselves, for re-appointment. The
Nomination and Remuneration Committee and the Board on the
basis of performance evaluation, recommended their re¬
appointment, and the resolutions seeking Members' approval
for the same, along with other required details forms part of the
Notice.

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

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

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

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

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

The brief profile and other details pertaining to the directors
who are proposed to be re-appointed, as required to be disclosed
as per the provisions of the SEBI LODR/Secretarial Standard are
given in the Annexure to the Notice of the 6^th AGM.

Board Evaluation

Annual performance evaluation of the Board, its Committees and
Individual Directors pursuant to the provisions of the Act and
the corporate governance requirements under SEBI LODR have
been carried out. The performance of the Board and its
committees was evaluated based on the criteria like composition
and structure, effectiveness of processes, information and
functioning etc. in the manner as specified in the Corporate
Governance Report forming part of this Annual Report.

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

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

Policy on Directors' Appointment and Remuneration

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

The Company's Nomination and Remuneration Policy for
Directors, Key Managerial Personnel and Senior Management is
available on the Company website at

https://investor.gmrpui.com/pdf/2.Nomination Remuneration Policy-r1.pdf.

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

Declaration of Independence

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

Further, the Independent Directors have confirmed that they have
complied with the Code for Independent Directors prescribed in

Schedule IV to the Act and also complied with the Code of
Conduct for the Board of directors and senior management
personnel, formulated by the Company.

Auditors and Auditors' Report
Statutory Auditors

Under Section 139(2) of the Act and the Rules made thereunder,
it is mandatory to rotate the statutory auditors on completion
of two terms of five consecutive years and each such term would
require approval of the shareholders. In line with the requirements
of the Act, M/s Walker Chandiok & Co. LLP, Chartered
Accountants, Registration No. (001076N/N500013), were
appointed as Statutory Auditor of the Company for a term of 5
(five) years from the conclusion of the 1^st AGM held on October
16, 2020, till the conclusion of the 6^th AGM of the Company. The
term of office of M/s Walker Chandiok & Co. LLP, as Statutory
Auditors of the Company is valid till the conclusion of the ensuing
AGM of the Company.

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

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

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

The Auditors' Report for the FY 2024-25 does not contain any
qualification, reservation, adverse remark. The notes on
financial statement referred in Auditor's Report are self -
explanatory and do not call for further comment.

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

Secretarial Auditor

The Board had appointed M/s. V. Sreedharan & Associates,
Company Secretaries in Practice, to conduct Secretarial Audit for
the FY 2024-25. The Secretarial Audit Report of the Company as
prescribed under Section 204 of the Act read with Regulation

24A of the SEBI LODR, for the FY ended March 31, 2025 is annexed
herewith as "Annexure D” to this Report.

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

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

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

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

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

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

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

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

Cost Auditors

Pursuant to Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014, your Company with reference to
its EPC business was required to maintain the cost records and
the said cost records were also required to be audited. The Board
of Directors at its meeting held on August 14, 2024, had
appointed M/s. JSN & Co., Cost Accountants (Firm Registration
No. 000455), as cost auditors of the Company for conducting
the audit of cost records for the FY 2024-25. The Members of the
Company at their 5^th AGM held on September 16, 2024, had
ratified the remuneration payable to the Cost Auditors in terms
of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

Your company has prepared and maintained Cost records for
the FY 2024-25 as per sub-section (1) of Section 148 of the Act
and the Companies (Cost Records and Audit) Rules, 2014.

The Board of Directors of the Company on the recommendation
of the Audit Committee, approved the re-appointment of M/s.
JSN & Co., Cost Accountants (Firm Registration No. 000455), as
Cost Auditors at its meeting held on July 30, 2025 for the F.Y.
2025-26, for conducting the audit of cost records of the Company
pursuant to the provisions of Section 148 of the Act and the
Companies (Cost Records and Audit) Rules, 2014.

In accordance with the provisions of Section 148(3) of the Act
read with Rule 14 of the Companies (Audit and Auditors) Rules,
2014, as amended, the remuneration payable to Cost Auditors,
M/s. JSN & Co., Cost Accountants for conducting Cost Audit of
the Company for the FY 2025-26, as recommended by the Audit
Committee and approved by the Board, has to be ratified by the
Members of the Company. The same is placed for ratification of
Members and forms part of the Notice of the ensuing 6^th AGM.

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

Secretarial Standards

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

Disclosures:

CSR Committee

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

Audit Committee

The Audit Committee of the Company comprises Independent
Directors only.

Below is the Composition of Audit Committee:-

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

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

All the recommendations made by the Audit Committee were
accepted by the Board during the year.

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

Vigil Mechanism

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

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

Meetings of the Board

A calendar of Board and Committee Meetings is prepared and
circulated in advance to the Directors. During the year, five (5)
Board Meetings were held, the details of which are given in the
Corporate Governance Report. The intervening gap between two
consecutive Board Meetings was within the period prescribed
under the Act and SEBI LODR.

Particulars of Loans, Guarantees and Investments

A statement regarding Loans / Guarantees given, Securities
provided and Investment made along with the purpose for which
the loan or guarantee or securities proposed to be utilised by
the recipient, is mentioned in the notes to the Financial
Statements. However, being an Infrastructure Company, the
provisions of Section 186 of the Act (except sub-section (1)) are
not applicable to the Company in terms of provisions of Section
186(11).

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

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

Annual Return

Pursuant to Section 134 and Section 92(3) of the Act, as amended,
copy of the Annual Return for the FY 2024-25 has been placed
on the Company website at https://investor.gmrpui.com/annual-reports.

Particulars of Employees and related disclosures

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

The information required under Rule 5(2) and (3) of The

Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (including amendments thereof), is
provided in the Annexure forming part of this Report. In terms
of the first proviso to Section 136 of the Act, the Report and
Accounts are being sent to the members excluding the aforesaid
Annexure. Any member interested in obtaining the same may
write to the Company Secretary at GPUIL.CS@gmrgroup.in.

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

Dividend Distribution Policy

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

Developments in Human Resources and Organisation
Development

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

Foreign Currency Convertible Bonds (FCCBs)

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

Changes in Share capital

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

On account conversion of FCCBs as referred hereinabove, the
issued, subscribed and paid-up share capital of the Company
increased from ' 3,01,79,72,640/- as on March 31, 2024 to
' 3,57,41,80,970/- as on March 31, 2025.

Debentures

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

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

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

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

Credit Rating

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

Environment Protection and Sustainability

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

Change of Registered office of the Company

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

Change in the nature of business, if any

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

Significant and Material Orders passed by the Regulators or
Courts

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

Deposits

During the year under review, the Company has not accepted
any deposit from the public, as prescribed under Chapter V of
the Act.

Hence, there are no unclaimed deposits/ unclaimed/ unpaid
interest, refunds due to the deposit holders or to be deposited
to the Investor Education and Protection Fund as on March 31,

2025.

Compliance by Large Corporates:

Your Company does not fall under the Category of Large
Corporates as defined by SEBI vide its Circular SEBI/HO/DDHS/
DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023 and
as such no disclosure is required in this regard.

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

Your Company has in place an Anti-Sexual Harassment Policy in
line with the requirements of The Sexual Harassment of Women
at the Workplace (Prevention, Prohibition and Redressal) Act,

2013. An Internal Complaints Committee has been set up to
address complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are
covered under this Policy.

There were no sexual harassment complaints pending or received
during the year ended March 31, 2025.

Statement on compliance of Maternity Benefits

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

Proceeding under Insolvency and Bankruptcy Code and One¬
time settlement

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

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

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

Acknowledgements

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

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

For and on behalf of the Board of Directors of

GMR Power and Urban Infra Limited

G. M. Rao

Place : Hyderabad Chairman

Date : August 22, 2025 (DIN:00574243)

1

GMR Bajoli Holi Hydropower Private Limited (GBHHPL)

- 180 MW:

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