l. 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 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 standalone 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 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.
m. 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 month, 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 month, 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 standalone statement of profit or loss in subsequent periods.
Past service costs are recognised in standalone statement of profit or 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 standalone 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.
n. 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 standalone 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 recognition 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.
Pursuant to change in accounting policy as detailed above, 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 OCI are not subsequently reclassified to the standalone statement of profit and loss. Refer note 6 and 38.
Investment in preference shares/ debentures of the subsidiaries and Joint venture 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 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 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 month 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 standalone 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 charge directly to investments.
If the put option is exercised, the entity accounts for an increase in its ownership interest. At the same time, the entity derecognises the financial liability and recognises an offsetting credit in the same component of equity reduced on initial recognition. In the event that the option expires unexercised, the liability is derecognised with a corresponding adjustment to equity.
• 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 standalone 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.
o. 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.
p. 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 month or less, which are subject to an insignificant risk of changes in value.
For the purpose of the standalone 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.
q. Foreign currencies
In preparing the standalone 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 standalone 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 standalone statement of profit and loss for the period.
r. Corporate social responsibility ('CSR') expenditure
The Company charges its CSR expenditure incurred during the year to the standalone statement of profit and loss.
s. Earnings per share
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period 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, there conversion to ordinary share would decrease/ increase earning/ 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 standalone financial statements.
u. Scheme of merger
The standalone financials of the Company for the year ended March 31, 2024 were earlier approved by the Board of directors at its meeting held on May 29, 2024 and reported upon by the statutory auditors vide their report dated May 29, 2024. The said standalone financial statement did not include the effect of scheme of merger of GAL with GIDL followed by merger of GIDL with the Company which was 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 the Company on July 25, 2024 thereby the Scheme becoming effective on that date from the appointed date of April 01, 2023 for merger. As a result, the aforesaid standalone financial statements have been revised by the Company so as to give effect to the Composite scheme of amalgamation
and arrangement ('Scheme') in accordance with Appendix C of Ind AS 103 “Business Combination” from the earliest period presented consequent upon receipt of approval to the Scheme from National Company Law Tribunal (NCLT). Also refer note 45 to the standalone financials statements.
2. The fair value of investments in equity shares includes the impact of favorable outcomes of the ongoing litigations and claims pertaining to Delhi International Airport Limited ('DIAL') and GMR Hyderabad International Airport Limited ('GHIAL'). Litigations and claims in respect of DIAL pertain to Monthly Annual Fees and tariff related matters while the litigation and claim in respect of GHIAL pertains to tariff related matters, details of which are described below:
• Ongoing arbitration between DIAL and Airports Authority of India ('AAI') in relation to the payment of Monthly Annual fees ('MAF') for the period till the operations of DIAL reaches pre COVID 19 levels. Basis an independent legal opinion obtained by the management of DIAL, DIAL is entitled to be excused from making payment of MAF under article 11.1.2 of Operation, Management and Development Agreement ('OMDA') to AAI on account of occurrence of Force Majeure Event under Article 16.1 of OMDA, till such time DIAL achieves level of activity prevailing before occurrence of force majeure. Further, the management of DIAL had entered into a settlement agreement with AAI on April 25, 2022, which will govern interim workable arrangement between parties for the payment of MAF. Accordingly, DIAL had started payment of MAF with effect from April 01, 2022, onwards.
On January 06, 2024, the Arbitration Tribunal unanimously pronounced the arbitral award largely in favour of DIAL. As per the award, DIAL has been excused from making payment of Annual Fee to AAI from March 19, 2020 till February 28, 2022. During the quarter ended June 30, 2024, AAI has filed a petition with Hon'ble High Court of Delhi. On May 6, 2024, DIAL has paid the MAF for the month of March 2022 along with interest and AAI has also pre-deposited ' 471.04 crore with Hon'ble High Court of Delhi on May 15, 2024. The argument in the matter was concluded on January 23, 2025. The Hon'ble High Court of Delhi vide its judgment dated March 07, 2025 has upheld the Arbitral Award and dismissed the petition of AAI. AAI has filed an appeal against order dated March 07, 2025 with Divisional Bench of Hon'ble Delhi High Court, the hearing in matter is scheduled on July 16, 2025.
• In case of DIAL, AERA has issued tariff order no 57/2020-21 for third control period ("CP3”) starting from April 01, 2019 to March 31, 2024 on December 30, 2020 allowing DIAL to continue with Base Airport Charges ("BAC”) 10% tariff for the balance period of third control period. DIAL had filed an appeal against some of AERA's decision in third control period
order on January 29, 2021 with Telecom Disputes Settlement Appellate Tribunal ("TDSAT”). As per the AERA Order no. 40/ 2023-24 dated March 15, 2024, the existing tariff as applicable as on March 31, 2024, is extended on interim basis for a further period of six months or till the determination of regular tariffs for the fourth Control Period ("CP4”) starting from April 1, 2024 to March 31, 2029. Further, AERA has issued order no. 091 2024-25 extending interim anangement to levy existing tariff till Match 31, 2025. Further, AERA has issued order no. 18/2024-25 dated March 24, 2025 extending interim arrangements to levy existing tariff till June 30, 2025 or date of determination of tariff for CP4 period.
DIAL had also filed appeal against the second control period ("CP2”) before the TDSAT. TDSAT at the request of AERA and concurred by DIAL had agreed and tagged CP2 appeal with CP3 appeal. The final order was pronounced on July 21, 2023. TDSAT in its order has allowed certain claims of DIAL and disallowed certain others.
AERA and Federation of Indian Airlines (FIA) has filed an appeal before the Hon'ble Supreme Court on October 19, 2023 against the judgement dated July 21, 2023 passed by TDSAT. The appeal of AAI has been accepted and the matter was last heard on May 20, 2025 and next hearing date yet to be notified.
During the Current quarter ended March 31, 2025, AERA has issued the tariff order no. 20/2024-25 dated March 28, 2025, for Delhi airport, determining the tariff for aeronautical services for the CP4. AERA has decided to defer the implementation of the aforementioned TDSAT order till the matters attains finality in the proceedings before the Hon'ble Supreme Court of India.
The management has also obtained legal opinion according to which DIAL's contention as above is appropriate as per terms of Concession agreement and AERA Act, 2008.
• GHIAL had filed an appeal, challenging the disallowance of pre-control period losses and foreign exchange loss on external commercial borrowings, classification of revenues from ground handling, cargo and fuel farm as aeronautical revenues and other issues for determination of aeronautical tariff for the First Control Period ("FCP”) commencing from April 01, 2011 to March 31, 2016 by Airport Economic Regulatory Authority ('AERA'). Similar appeals are filed with TDSAT for the Second Control period commencing from April 01, 2016 to March 31, 2021 and third control period October 01, 2021 for the TCP commencing from April 01, 2021 to March 31, 2026.
During the previous year ended March 31, 2024, TDSAT has pronounced the Judgement and has adjudicated various issues raised by GHIAL including directing AERA to true up the pre-control period losses, to treat CGF as non-aeronautical revenue etc., in favour of GHIAL. However, TDSAT ruled in favor of AERA on certain other issues. GHIAL has filed caveat petition with the Hon'ble Supreme Court to avoid any ex-parte orders.
During the year ended March 31, 2025, AERA filed an appeal in the Hon'ble Supreme Court of India against the TDSAT order. The matter is currently sub judice with the Hon 'ble Supreme Court of India.
The management has also obtained legal opinion according to which GHIAL's contention as above is appropriate as per terms of Concession agreement and AERA Act, 2008.
3. This includes investment in equity and investment in additional equity on account of financial guarantees and put option as explained in note 5 below.
4. a) During the year ended March 31, 2023, erstwhile GAL has made an investment in 100,000 Optionally Convertible Redeemable
Preference Shares (OCRPS) of ' 10 each in GGIAL amounting to ' 0.10 crore. Basis the OCRPS Subscription Agreement executed on March 21, 2023 with GGIAL. These OCRPS shall carry a non-cumulative preferential dividend at the rate of 0.0001% p.a. with a maximum term of 20 years.
b) During the year ended March 31, 2024, erstwhile GAL has made an investment in 100,000 Optionally Convertible Redeemable Preference Shares (OCRPS) of ' 10 each in GVIAL amounting to ' 0.10 crore. Basis the OCRPS Subscription Agreement executed on March 07, 2024 with GVIAL. These OCRPS shall carry a non-cumulative preferential dividend at the rate of 0.0001% p.a. with a maximum term of 20 years.
Each OCRPS shall be converted at face value, (i.e., 1 (One) OCRPS shall be converted into 1 (one) Class A Equity Share of the company subject to fulfilment of certain conditions as specified in the agreement) at the option of OCRPS-holder upon occurrence of any one of the following event: a) upon occurrence of redemption event; or (b) at any time mutually agreed between the parties and NIIF (or its transferee (in terms of the IRA), in writing), whichever is earlier.
5. a) GGIAL along with erstwhile GAL and National Investment and Infrastructure Fund (NIIF) has executed tripartite agreement
for allotment of Compulsorily Convertible Debentures (CCD) by GGIAL to NIIF to the extent of ' 631.24 crore (having face value of ' 1,00,000 per CCD). Each CCD is convertible into 10,000 Equity Shares of GGIAL after the 7 years period and in case of Exit Event of NIIF before the expiry of the term, number of shares may vary basis the terms and conditions as agreed.
Post lock in period of 30 months from Commercial Operation Date (COD), NIIF is provided with Put option by erstwhile GAL with respect to above mentioned CCD's on the 7th year and also erstwhile GAL has call options with respect to above CCD's with agreed IRR between 2.5 - 5 years and 7th year. Accordingly, the above instrument being classified as Equity Instrument, basis the accounting policy of the Company, ' 165.00 crore is recognized as part of Investment of erstwhile GAL as on date of initial recognition. Further, in terms of IND AS 32, erstwhile GAL has fair valued the put option provided to NIIF and determined the value at ' 132.10 crore as on March 31, 2025 and recognized the same as Financial Liability.
b) GVIAL along with erstwhile GAL and NIIF has executed tripartite agreement for allotment of Compulsorily Convertible Debentures (CCD) by GVIAL to NIIF to the extent of ' 674.72 crore (having face value of ' 10 per CCD) out of which ' 394.88 crore has been received by GVIAL during the financial year ended March 31, 2024. Each CCD is convertible into 1 Equity Shares of GVIAL after the 7 years period and in case of Exit Event of NIIF before the expiry of the term, number of shares may vary basis the terms and conditions as agreed.
Post lock in period of 12 months from Scheduled Commercial Operation Date (SCOD), NIIF is provided with Put option by GAL with respect to above mentioned CCD's on the 7th year and also erstwhile GAL has call options with respect to above CCD's with agreed IRR between 2.5 - 5 years and 7th year. Accordingly, the above instrument being classified as Equity Instrument, basis the accounting policy of Company, ' 114.80 crore is recognized as part of Investment of the Company as on date of initial recognition. Further, in terms of IND AS 32, erstwhile GAL has fair valued the put option provided to NIIF and determined the value at ' 131.30 crore as on March 31, 2025 and recognized the same as Financial Liability.
6. During the year ended March 31, 2024 the Company has acquired additional 10% stake in DAPSL at a consideration of ' 16.29 crore from Tenaga Parking Services (India) Private Limited.
7. During the year ended March 31, 2024 the Company has acquired additional 11% stake in GHIAL at a consideration of ' 831.68 crore from Malaysia Airports Holding Berhad and MAHB (Mauritius) Private Limited.
8. Also refer note 38(b).
9. During the year ended March 31,2025 the Company has acquired additional 10% stake in DIAL at a consideration of ' 1,068.59 crore (USD 126 Million) from Fraport AG Frankfurt Airport Services Worldwide.
10. During the year ended March 31,2025 the Company has acquired 49% stake in BDGASPL at a consideration of ' 0.50 crore and the Company has further invested ' 7.35 crore in equity shares. The Company has also invested in 5% non cumulative preference shares of ' 14.22 crore which are compulsorily convertible into equity shares as per tems of the agreement.
11. During the year ended March 31, 2025 the Company has acquired 8.40% stake in WAISL Limited at a consideration of ' 56.66 crore.
12. Receipt of Letter of Award (LOA) from Delhi International Airport Limited (DIAL), that the Company has emerged as the Selected Bidder to develop, operate, manage and maintain the Duty-Free Outlets at the Delhi Airport (Delhi Duty Free Concession). Subsequent to the issuance of the LOA, the Company had entered into a License Agreement on August 21, 2024 towards the said Delhi Duty Free Concession to take up the operations from July 28, 2025 onwards and hence the future operations and the value accretion would be consummated directly in the company. Considering the aforesaid arrangement, the fair valuation of Investments in Delhi Duty Free Services Private Limited (current operator of duty-free outlets at Delhi airport) held by the Company directly and through DIAL has been reassessed for the fact that it will not more be an investment asset of DIAL after the concession expires in July 2025.
13. Mihan India Limited (MIL) issued the bid for upgradation, modernisation, operation and maintenance of Dr. Babasaheb Ambedkar International Airport, Nagpur (“Concession Agreement”). GMR Airports Limited was a successful bidder and was issued Letter of Award dated March 07, 2019 and subsequently GAL incorporated GMR Nagpur International Airport Limited (“GNIAL”) for execution of the Concession Agreement with MIL. On March 19, 2020, MIL issued a communication letter to GAL and annulling the process of bidding. GAL & GNIAL filed W.P. No. 1723 of 2020 before Hon'ble High Court of Bombay, Nagpur Bench challenging the annulment letter and seeking direction to direct MIL to execute Concession Agreement. On August 18, 2021, Hon'ble High Court of Bombay, Nagpur Bench decided the writ favourably setting aside the annulment letter issued by MIL and directing MIL to execute the Concession Agreement. However, MIL, Govt. of Maharashtra (GoM), Ministry of Civil Aviation (MoCA) and Airports Authority of India (AAI) filed SLP and challenged this order before Hon'ble Supreme Court of India. Hon'ble Supreme Court of India upheld the judgment of Hon'ble High Court of Bombay in its order dated May 09, 2022. Subsequently, Review Petitions were filed by MIL, GOM & AAI in Hon'ble Supreme Court of India raising issues in such order, however the same were dismissed by Court by its order dated August 12, 2022. The said Order was challenged by the Authorities seeking for a reconsideration of the judgement through curative petition that was ultimately disposed-off by Hon'ble Supreme Court of India by its order dated September 27, 2024. With all the legal hurdles now finally concluded, GNIAL has signed a Concession Agreement on October 08, 2024 with MIL, whereby GNIAL is garnered the concession to upgrade, develop and
The total promoters and promoters group shareholding as on March 31, 2025 is 6,994,279,806 shares constituting 66.24% (March 31, 2024: 3,565,669,176 shares constituting 59.07%) of paid up equity share capital of the Company.
g. Aggregate number of shares issued for consideration other than cash during the period of five years immediately preceding the reporting date:
During the year ended March 31, 2025 the Company has issued 3,410,614,011 equity shares of ' 1/- each were issued to the shareholders of erstwhile GAL as per the terms of the scheme of arrangement. Refer note 45 for further details.
h. Shares reserved for issue under options
For details of shares reserved for issue on conversion of foreign currency convertible bonds ('FCCBs'), refer note 16(1) and 16(2) related to terms of conversion/ redemption of FCCBs.
i. The Company has neither issued any bonus shares nor has made any buyback of shares during the period of five years immediately preceeding the reporting date.
Notes:
1. Pursuant to the approval of the Management Committee of the Board of Directors dated March 17, 2023, the Company has issued 6.76% Unlisted Foreign Currency Convertible Bonds (FCCBs) of EUR 33.0817 crore, equivalent to ' 2,931.77 crore to Aeroports De Paris S.A. With a maturity period of 10 years and 1 day. The bond shall carry an interest rate of 6.76% p.a on a simple interest basis. Interest will accrue on a yearly basis and first interest installment is payable on date of expiry of five years and from end of sixth year on yearly basis. Also refer note 16(2).
2. The Company recognises changes in the fair value of investments in equity securities in other comprehensive income. These changes are accumulated within the FVTOCI reserves within equity.
3. General reserve was created pursuant to transfer of debenture redemption reserve and equity component of preference share. General reserve is a free reserve available to the Company.
4. Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.
5. On July 02, 2014, the Board of Directors of the Company approved an issue and allotment of up to 180,000,000 warrants having an option to apply for and be allotted equivalent number of equity shares of face value of ' 1 each on a preferential basis under chapter VII of the SEBI ICDR Regulations and provisions of all other applicable laws and regulations and accordingly the Company received an advance of ' 141.75 crore against such share warrants. The shareholders approved the aforesaid issue of warrants through postal ballot on August 12, 2014. Pursuant to the approval of the Management Committee of the Board of Directors dated February 26, 2016 the outstanding warrants have been cancelled as the holders did not exercise the option within the due date of 18 months from the date of allotment, and ' 141.75 crore received as advance towards such warrants has been forfeited in accordance with the SEBI ICDR Regulations during the year ended March 31, 2016. The said amount was credited to Capital Reserve account during the year ended March 31, 2016.
6. Retained Earnings are the profits of the Company earned till date net of appropriations.
7. FCMTR reserve represents unamortised foreign exchange differences arising on translation of long-term foreign currency monetary items.
1. Pursuant to the approval of the Management Committee of the Board of Directors dated December 10, 2015, the Company has issued 7.50% Unlisted Foreign Currency Convertible Bonds ('KIA FCCBs') of USD 300 million to Kuwait Investment Authority with a maturity period of 60 years. The subscriber can exercise the conversion option on and after 18 months from the closing date upto close of business on maturity date. Interest is payable on annual basis. The KIA FCCBs are convertible at ' 18 per share which is subject to adjustment as per the terms of the KIA FCCBs, subject to the regulatory floor price. The exchange rate for conversion of KIA FCCBs is fixed at ' 66.745/USD. Pursuant to composite scheme of arrangement being effective on December 31, 2021, the USD 300 million KIA FCCBs are split into USD 25 million and USD 275 million between GIL and GPUIL respectively basis utilisation and in their respective asset ratio in accordance with Section 2(19AA) of the Income Tax Act in the manner contemplated under the Scheme. In order to maintain the rights of the bondholder intact consequent to split of KIA FCCBs, the conversion price of KIA FCCBs issued by the Company were changed so that Bondholders upon conversion receive the same number of shares as they were entitled at the time of issuance. Hence, conversion of KIA FCCBs of USD 25 million shall account for 1,112,416,666 equity shares of the Company (as per original entitlement).
During the year ended March 31, 2025, the US$ 25 million 7.5% Subordinated Foreign Currency Convertible Bonds (FCCBs), issued by the Company to KIA have been transferred by KIA to two eligible lenders i.e., Synergy Industrials Metals and Power Holdings Limited (“Synergy”) (US$ 14 million) and to GRAM Limited (“GRAM”) (US$ 11 million).
Accordingly, the 7.5% US$ 25 million FCCBs have been converted dated July 10, 2024 into 1,112,416,666 no. of equity shares of ' 1/- each at a premium of ' 0.50 per share, 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 a part of the overall commercials between the parties, the outstanding interest payable on the FCCB's of ' 106.91 crore was waived. Considering the same, the Company has recognized exceptional gain in these standalone financial statements for the year ended March 31, 2025.
2. Pursuant to the approval of the Management Committee of the Board of Directors dated March 17, 2023, the Company has issued 6.76% Unlisted Foreign Currency Convertible Bonds ('ADP FCCBs') of Euro 330.817 million of Euro 1,000 each, equivalent to ' 2,931.77 crore to Aeroports De Paris S.A. with a maturity period of 10 years and 1 day. The subscriber can exercise the conversion option at any time on or after the day following the 5th anniversary of the closing date up to the close of business on March 2033. The exchange rate for conversion of ADP FCCBs is fixed at ' 88.5237/EUR. The price at which each of the shares will be issued upon conversion, as adjusted from time to time, will initially be ' 43.67 (calculated by reference to a premium of 10% (ten percent) over and above the Regulatory Floor Price), but will be subject to adjustment. The Bonds may be redeemed or converted into new shares on the maturity date at 100 per cent of the principal amount of the bonds together with any accrued but uncapitalised or unpaid interest (including default interest) up to (but excluding) the maturity date, subject to the unanimous consent of the Bondholders pursuant to an extraordinary resolution.
The bond shall carry an interest rate of 6.76% p.a on a simple interest basis. Interest will accrue on a yearly basis and first interest installment is payable on date of expiry of five years and from end of sixth year on yearly basis .
At initial recognition, the above ADP FCCBs are fair valued as per Ind AS 109 - 'Financial Instrument' and equity component of ' 479.35 crore (net of deferred tax of ' 161.21 crore) has been recognised in other equity.
3. Borrowings of ' 141.20 crore (March 31, 2024: ' 141.20 crore) from GHIAL, a subsidiary company of the Company carrying interest 11% per annum (March 31, 2024: 11% per annum) and is payable along with repayment of principal more than 12 months from the date of balance sheet.
4. Borrowings of ' Nil (March 31, 2024: ' 40.00 crore) from Celebi Delhi Cargo Terminal Management India Private Limited, an associate of the company carrying interest rate ' Nil (March 31, 2024: 9% per annum). During the year ended March 31, 2025 the Company has repaid the borrowings.
5. During the year ended March 31, 2024, the Company has raised money by issue of unsecured, redeemable, Listed Non¬ Convertible Bonds (NCBs) amounting to ' 5,000.00 crore in three tranches vide board resolution dated October 25, 2023 and circular resolution dated November 02, 2023 for a tenure of 36 months, which are repayable in November 2026.
During the year ended March 31,2025, the Company has further raised money by issue of unsecured, redeemable, Listed NCBs amounting to ' 1,100.00 crore vide board resolution dated October 24, 2024 for a tenure of 36 months, which are repayable in February 2028.
Some of the major covenants against these NCBs are (a) Default under Concession Agreement / Shareholder's Agreement of DIAL & GHIAL, (b) Default in payment to lenders by the Company, (c) Creation of charge of over assets other those permitted as mentioned in bond trust deed.
As on March 31,2025, these NCBs have first charge over moveable assets of the Company both present and future. Since value of the security is less than 1x of outstanding NCBs (along with accrued interest) as on March 31, 2025, hence these NCBs are unsecured in nature.
The proceeds from these NCBs were utilized for
(a) Towards refinancing of outstanding bonds under then existing ' 1,670.00 crore facility, prepayment of outstanding bonds under ' 345.00 crore facility, ' 300.00 crore facility, ' 400.00 crore facility and the ' 1,110.00 crore facility along with accrued coupon, redemption premium, outstanding cost, fee and expenses (if any) payable in relation to the these bonds.
(b) Investments into subsidiary.
(c) Payment of cost and issue expenses in relation to ' 1,950.00 crore facility.
(d) Payment of purchase consideration for 11% equity stake in GMR Hyderabad International Airport Limited held by MAHB (Mauritius) Private Limited and Malaysia Airports Holdings Berhad.
(e) Payment of purchase consideration for 10% equity stake in Delhi International Airport Limited held by Fraport AG Frankfurt Services Worldwide ('Fraport').
6. The Company has outstanding overdraft facility ('OD') as at March 31, 2025 is ' 1.68 crore (March 31, 2024: ' 0.22 crore) from bank which is secured by pledge of bank deposits and have second charge on current assets of the Company (both present and future). The undrawn overdraft facility as at March 31, 2025 is ' 141.86 crore (March 31, 2024: ' 88.97 crore).
7. There is no repayment of NCBs and FCCB's during the year ended March 31, 2025 except for KIA FFCB as mentioned in note 1 above. During the year ended March 31, 2025 the Company has issuued NCBs of ' 1,100 crore as mentioned in note 5 above.
31 Income Tax
The tax expense comprises of current taxes and deferred taxes. Current tax is the amount of income tax determined to be payable in respect of taxable income for a period as per the provisions of the Income-Tax Act, 1961 ('IT Act').
On September 30, 2019, the Taxation Laws (Amendment) Ordinance 2019 ('the Ordinance') was passed introducing section 115BAA of the Income tax Act, 1961 which allowed domestic companies to opt for an alternative tax regime from financial year 2019-20 onwards. As per the regime, companies can opt to pay reduced income tax @22% (plus surcharge and cess) subject to foregoing of certain exemptions. Central Board of Direct taxes vide circular number 29/2019 clarified that companies opting for lower rates of taxes will not be allowed to carry forward minimum alternate tax ('MAT') credit and also will not be allowed to offset brought forward losses on account of additional depreciation.
The Company has decided to opt for the aforementioned regime w.e.f. financial year 2021-22 and has provided for its current taxes at lower rates and has made the requisite adjustments in its deferred taxes.
Deferred tax is the effect of timing differences between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.
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.
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 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 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 19 and 31 for further disclosure.
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 discounted cash flow model and market approach method. 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, estimation of passenger and rates and favourable outcomes of litigations etc. in the airport which are considered as reasonable by the management. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. Refer note 6 and 38 for further disclosure.
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 37 for further disclosure.
d. 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 35.
e. Lease term of contracts with renewal options
The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Company has several lease contracts that include extension and termination options. The Company applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements or significant customisation to the leased asset).
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 summarises the components of net benefit expense recognised in the standalone statement of profit and 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. Mortality rate 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:
million FCCBs have been converted into equity shares on July 10, 2024 resulting in extinguishment of the corporate guarantee against the same.
# Interest accrued, if any, and unpaid is not included above.
In addition to contingent liabilities disclosed above, the Company has sanctioned corporate guarantees amounting to ' 297.76 crore (USD 35.70 Million towards loan proposed to be taken by GAIBV during the year ended March 31, 2024. However, such guarantee has been released, and no-due certificates have been obtained from the Deutsche Bank AG, Singapore Branch on May 24, 2024. Considering the said development, the Company has not considered the aforementioned corporate guarantee towards such proposed borrowing as at March 31, 2024.
$Subsequent to balance sheet date bank guarantee of 6 Million KWD (equal to ' 163.55 Crore) issued towards submission of Bid Bond for participation in Operation and maintenance contract for Kuwait International Airport Terminal 2 in Kuwait has been released.
In addition to above table, following are the additional contingent liabilities:
1. 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.
2. During the previous year the Company has issued corporate guarantee in favour of GHASL for ' 11.75 crore as per contractual terms. However during the year ended March 31,2024, corporate guarantee of ' 7.05 crore has been released. Further during the year ended March 31, 2025 corporate guarantee of ' 2.35 crore has been released.
3. During the year ended March 31, 2025, as per contractual terms with GMR Hyderabad Aviation SEZ Limited (GHASL), GAL has issued Corporate Guarantees (CG) for performance in favour of GHASL for ' 1.61 crore.
Litigations
The Company is involved in legal proceedings, both as plaintiff and as defendant. The Company believes the following claims to be of material nature:
Income tax
The Company has ongoing disputes with income tax authorities relating to tax treatment of certain items. These mainly include disallowance of expenses, tax treatment of certain expenses claimed by the Company as deductions and transfer pricing adjustments for related parties transactions etc. Most of these disputes and/ or dis-allowances, being repetitive in nature, have been raised by the income tax authorities consistently in most of the years. The management of the Company has contested all these additions/ disallowances, by way of appeal before the appellate authorities and the same are yet to be disposed off.
II Commitments
(a) Capital commitments outstanding as at March 31, 2025 is ' 0.49 crore (March 31, 2024: ' 4.64 crore).
(b) Other commitments
1. The Company has committed to provide financial assistance as tabulated below:
3. During the year ended March 31, 2024, the Company has provided Sponsor Support undertaking in favour of lenders of GGIAL for securing debt facility by GGIAL of ' 2,475.00 crore against which charge has been created (outstanding amount as at March 31, 2025'2,475.00 crore) for Termination shortfall support and project cost overrun support.
4. The Company has given letter of comfort dated April 24, 2024 to ICICI Bank Limited in consideration of providing fund and non-fund-based facilities of ' 270.00 crore (amount outstanding as on March 31, 2025 ' 175.00 crore (Fund based) & ' 2.92 Crore (Non-Fund based) to the GGIAL.
5. The Company has given letter of comfort dated April 03, 2024 to ICICI Bank in consideration of providing Rupee term loan facility of ' 50.00 crore (amount outstanding as on March 31, 2025 against this facility is ' 43.31 crore) to its wholly owned subsidiary, GADL.
6. The Company has given letter of comfort dated January 09, 2023 to ICICI Bank Limited in consideration of extending the working capital limits of ' 135.00 crore (amount outstanding as on March 31, 2025 against this facility is ' 15.99 crore) (Fund based Limits and Non Fund based limits) to its wholly owned subsidiary, GADL.
7. The Company has signed a Promoter undertaking in favour of Catalyst Trusteeship Limited (Security trustee) on August 03, 2022 for its subsidiary, DAPSL for funding of ' 200.00 crore from IDF against which charge has been registered (amount outstanding as on March 31, 2025 against this facility is ' 167.00 crore).
8. The Company has given letter of comfort dated December 30, 2024 to ICICI Bank Limited in consideration of extending the working capital limits of ' 100.00 Crore (amount outstanding as on March 31, 2025 against this facility is ' 84.25 Crore) (Fund based Limits and Non Fund based limits) to its wholly owned subsidiary, GNIAL.
9. During the year ended March 31, 2025, the Company (“Sponsor”) has provided Sponsor Support undertaking dated March 24, 2025 entered amongst the Company, GVIAL (“Borrower”) and Catalyst Trusteeship Limited (in the capacity of security trustee on behalf of Tata Capital Limited and Aditya Birla Finance Limited) for a rupee term loan facility ' 350.00 crore (outstanding amount as at March 31, 2025'50.00 crore).
10. During the year ended March 31, 2024, the Company (“Sponsor”) has provided Sponsor Support undertaking dated December 07, 2023 for term loan facility of ' 3,365.00 crore (including non fund based limit) entered amongst the Company, GVIAL (“Borrower”) and India Infrastructure Finance Company Limited (IIFCL) as Facility agent for providing support contingent upon happening of events, inter-alia, equity support, debt-service support, cost overrun support, termination payment shortfall support, etc. The Borrower has created floating charge for ' 3,365.00 crore (outstanding amount as at March 31, 2025 : Fund Based ' 672.16 crore, Bills payable ' 1,028.39 crore as sub-limit to Rupee Term Loan and Bank Guarantee ' 46.00 crore).
During the year ended March 31, 2024, the Company (“Sponsor”) has entered into Pledge Agreement dated December 07, 2023 for term loan facility of ' 3,365.00 crore (including non fund based limit) amongst the Company, GVIAL (“Borrower”) and Catalyst Trustee Limited acting as Security Trustee for pledge of 51% of diluted Share Capital in the Borrower Company to maintain the required percentage as stipulated by the facility.
11. During the year ended March 31, 2024 the Company has enetered into deed of hypothecation with Hero Fin Corp Limited for securing the loan by RSSL for ' 95.00 crore against which charge has been registered. During the year ended March 31, 2025 the Company has issued corporate guarnatee in favor of Hero Fin Corp Limited.
12. During the year ended March 31, 2025 the Company has entered into share pledge agreement with HDFC Bank for securing the loan by GHL for ' 67.00 crore (oustanding amount ' 44.97 crore) against which charge has been registered.
13. The erstwhile GMR Infrastructure Limited had extended corporate guarantees amounting to ' 2,353.20 crore (March 31, 2024: ' 2,353.20 crore) pertaining to the undertaking which had been transferred to GPUIL pursuant to the demerger Scheme. The Company (GAL) had passed board resolution to execute undertakings jointly with GPUIL, though it did not issue any guarantee. The underlying loans for which aforementioned corporate guarantees were issued are now settled for ' 657.00 crore pursuant one-time settlement ('OTS settlement') between GREL, an associate of GPUIL and respective lenders. Subsequent to March 31,2025, GREL had paid remaining amount of ' 491.30 crore as per terms of OTS settlement to respective lenders and is in the process of getting the above-mentioned undertaking/ guarantees released.
38 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 material accounting policy information, 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.
(i) Short-term financial assets and liabilities are stated at carrying value which is approximately equal to their fair value.
(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 ('DCF') method and market approach method. 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.
(iv) There have been no transfers between Level 1, Level 2 and Level 3 for the year ended March 31, 2025 and March 31, 2024.
(c) Financial risk management objectives and policies
In the course of its business, the Company is exposed primarily 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.
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.
No hedge contract entered for the year ended March 31, 2025 and March 31, 2024.
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Financial instruments that are subject to credit risk and concentration thereof principally consist of trade receivables, loans receivables, investments, cash and cash equivalents, derivatives and financial guarantees provided by the Company.
The carrying value of financial assets represents the maximum credit risk. The maximum exposure to credit risk was ' 72,737.99 crore and ' 77,385.95 crore as at March 31, 2025 and March 31,2024 respectively, 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.
With respect to Trade receivables/ unbilled revenue, the Company has constituted the terms to review the receivables on periodic basis and to take necessary mitigations, wherever required. The Company creates allowance for all unsecured receivables based on lifetime expected credit loss based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and rates used in the provision matrix.
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.
39 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
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42 Leases
(a) Company as Lessee
The Company has entered into certain cancellable operating lease agreements mainly for office premises and hiring equipment's and certain non-cancellable operating lease agreements towards land space and office premises and hiring office equipment's and IT equipment's. The lease rentals paid during the year (included in note 29) and the maximum obligation on the long term non - cancellable operating lease payable are as follows:
Lease Liability
44 Additional disclosure 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 Group 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) The Company has used borrowings from banks and financial institutions for the specific purpose for which it was taken at the balance sheet date.
v) 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 whatsoever 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) During the current year, the Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understating (whether recorded in writing or otherwise) that the Company shall
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
We confirm that, we have complied with the provisions of Foreign Exchange Management Act, 1999 (42 of 1999) and Companies Act, 2013 (to the extent applicable) for the above transactions. Further, above transactions are contractual in nature and not in violation of the Prevention of Money-Laundering Act, 2002 (15 of 2003) and any other regulatory compliance.
vii) The Company has not been declared willful defaulter by any bank or financial institution or other lender.
viii) 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.
ix) The Company does not have any charges or satisfaction which is yet to be registered with the Registrar of Companies beyond the statutory period.
x) 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.
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) Disclosure as per section 186 of Companies Act 2013
The details of loans, guarantees and investments under section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:
(a) Details of investments made are given in note 6.
(b) Details of loan given by the company and guarantees issued as at March 31, 2025 and March 31, 2024 refer note 7 &
37.
xiii) The Company is not required to file quarterly return or statement of current assets with bank and financial institutions.
45 Business Combination - Common control transaction
a. The Board of directors in its meeting held on March 19, 2023 had approved, a detailed Scheme of Merger of erstwhile GAL with GIDL followed by merger of GIDL with the Company referred herein after as Merger Scheme. During the current period, 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 erstwhile GAL, GIDL and the Company on July 25, 2024 thereby the Scheme becoming effective on that date.
Accordingly, GAL merged with GIDL and merged GIDL stands merged into the Company with an appointed date of April 01, 2023 and the standalone Financial Statements of the Company have been prepared by giving effect to the Composite scheme of amalgamation and arrangement in accordance with Appendix C of Ind AS 103 “Business Combination” from the earliest period presented consequent upon receipt of approval to the Scheme from National Company Law Tribunal (NCLT). The difference between the net identifiable assets acquired and consideration paid on merger has been accounted for as capital reserve on merger.
Pursuant to the Scheme of amalgamation, 3,410,614,011 equity shares and 65,111,022 Optionally Convertible Redeemable Preference Shares (OCRPS) of the Company to be issued to the minority shareholders of erstwhile GAL, were presented under equity share capital pending issuance and OCRPS pending issuance of such shares for the year ended March 31, 2024. Subsequently during the current year, the above mentioned equity shares and OCRPS were issued. As part of the Scheme, the equity shares held by the Company in erstwhile GAL and GIDL stand cancelled.
Accounting of amalgamation of the Merged GIDL with the Company
(i) On the Scheme becoming effective on July 25, 2024 (“Effective Date”), the Company has accounted for the amalgamation in accordance with “Pooling of interest method” laid down by Appendix C of Ind AS 103 (Business combinations of entities under common control) notified under the provisions of the Companies Act, 2013.
(ii) The cumulative carrying amount of investments held by the company in Merged GIDL in form of equity shares and OCRPS shall stand cancelled together with the cumulative corresponding unrealised gain recognised in FVTOCI reserve, and related deferred tax liability.
b. The Board of Directors of the Company vide their meeting dated March 17, 2023 had approved the settlement regarding Bonus CCPS B, C and D between the Company, erstwhile GMR Airports Limited (erstwhile GAL) and Shareholders of erstwhile GAL wherein cash earnouts to be received by Company were agreed to be settled at ' 550.00 crore, to be paid in milestone linked tranches and conversion of these Bonus CCPS B, C and D will take as per the terms of settlement agreement. Further, the Company, erstwhile GAL and Shareholders of erstwhile GAL had also agreed on the settlement regarding Bonus CCPS A whereby erstwhile GAL will issue such number of additional equity share to the Company and GMR Infra Developers Limited ('GIDL') (wholly owned subsidiary of the Company) which will result in increase of shareholding of Company (along with its subsidiary) from current 51% to 55% in erstwhile GAL. The settlement was subject to certain conditions specified in the settlement agreements. As part of the settlement agreement, the Company had received 4 tranches of ' 400.00 crore towards the sale of these CCPS till March 31, 2024.
During the quarter ended June 30, 2024, on completion of conditions precedent, the Company has received last tranche of ' 150.00 crore towards the sale of these CCPS. On July 17, 2024, the board of directors of erstwhile GAL has approved the conversion of CCPS A, B, C and D into equity shares of erstwhile GAL. Accordingly, the consideration of ' 550.00 crore towards transfer of CCPS B, C and D has been recognized as gain directly in the other equity during the year ended March 31, 2025 in accordance with the requirements of applicable Indian Accounting Standards.
c. On December 10, 2015, the Company had originally issued and allotted the 7.5% Subordinated Foreign Currency Convertible Bonds (FCCBs) aggregating to US$ 300 million due in FY 2075 to Kuwait Investment Authority (KIA) on which interest is payable on annual basis.
Pursuant to the Demerger of the Company's non-Airport business into GMR Power and Urban Infra Limited (GPUIL) during January 2022, the FCCB liability was split between the Company and GPUIL. Accordingly, FCCBs aggregating to US$25 million were retained and redenominated in the Company and FCCBs aggregating to US$ 275 million were allocated to GPUIL. As per applicable RBI Regulations and the terms of the Agreements entered between KIA and the Company, the Company had the right to convert the said FCCBs into equity shares at a pre-agreed SEBI mandated conversion price. Upon exercise of such conversion rights, KIA would have been entitled to 1,112,416,666 equity shares of the Company.
During the current year, the US$ 25 million 7.5% Subordinated Foreign Currency Convertible Bonds (FCCBs), issued by the Company to KIA have been transferred by KIA to two eligible lenders i.e., Synergy Industrials Metals and Power Holdings Limited (“Synergy”) (US$ 14 million) and to GRAM Limited (“GRAM”) (US$ 11 million).
Accordingly, the 7.5% US$ 25 million FCCBs have been converted dated July 10, 2024 into 1,112,416,666 equity shares of ' 1/- 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 a part of the overall commercials between the parties, the outstanding interest payable on the FCCB's of ' 106.91 crore was waived. Considering the same, the Company had recognized exceptional gain in these standalone financial statements for the year ended March 31, 2025.
46 Audit Trail
The Ministry of Corporate Affairs (MCA) has prescribed a new 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.
(a) The Company is using SAP ERP accounting software for maintaining its books of account and all accounting records, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the accounting software and the audit logs for database level are also implemented during the year from 25 May 2024.
(b) The Company has used other applications for maintaining all accounting records for duty free business at Goa airport, revenue records of cargo business and revenue records of car parking business which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that the audit trail feature was not enabled at the data base level to log any direct data changes, used for maintenance of aforementioned accounting records by the Company.
Further, the audit trail at database level for these applications are in the process of being implemented as these applications primarily relates to new non-aero businesses.
47 Subsequent to year ended 31 March 2025, DIAL has received a directive from Ministry of Civil Aviation (“MoCA”), Government of India (“GOI”), vide its letter dated May 15, 2025 through which GOI has revoked the Security Clearance of Celebi group entities operating in India, with immediate effect, in the interest of National Security. Following the Government directive, DIAL had terminated the Existing Concession Agreement with Celebi Delhi Cargo Terminal Management India Private Limited to operate cargo terminal at Delhi airport. Further, DIAL has granted the said concession on the existing terms of the Concession to the Company which already has security clearance as Regulated Agent to carry on Cargo business at airports. The aforementioned subsequent event has been considered as non-adjusting event.
48 (a) 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.
(b) 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.
49 The Company has presented earnings/ (loss) before finance costs, taxes, depreciation, amortisation expense and exceptional items as EBITDA.
50 Previous year's figures have been regrouped/ reclassified, wherever necessary to confirm to current year's classification. The impact of the same is not material to the users of the standalone financial statements
51 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 company.
As per our report even date
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm's Registration No.: 001076N/N500013
Anamitra Das G. M. Rao Grandhi Kiran Kumar
Partner Chairman Managing Director & Chief Executive Officer
Membership Number: 062191 DIN: 00574243 DIN: 00061669
Saurabh Chawla Venkat Ramana Tangirala
Chief Financial Officer Company Secretary
Membership Number: A13979
Place : New Delhi Place : New Delhi
Date : May 22, 2025 Date : May 22, 2025
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