GMR Airports Ltd

Dear Shareholders,

The Board of Directors presents the 28th Annual Report together with the audited financial statements of the Company for the Financial Year (FY) ended March 31, 2024.

Your Company, GMR Airports Infrastructure Limited (formerly GMR Infrastructure Limited) ('GIL' or 'the Company') is a leading global infrastructure conglomerate with unparalleled expertise in designing, building, and operating Airports in India and overseas.

The Registered Office of the Company has been shifted from Mumbai, Maharashtra to Gurugram, Haryana, w.e.f. June 22, 2023 and consequently the CIN of the Company has been changed from "L45203MRs 1996PLC281138" to "L45203HR1996PLC113564".

During the year under review, various developments regarding the Composite Scheme of Amalgamation and Arrangement amongst GMR Airports Limited ('GAL') and GMR Infra Developers Limited ('GIDL') and GMR Airports Infrastructure Limited and their respective shareholders and creditors ("Scheme"/ "Scheme of Merger"), took place and accordingly the Hon'ble National Company Law Tribunal, Chandigarh Bench ("Hon'ble NCLT") had passed Orders on June 11, 2024 sanctioning the said Scheme of Merger. Certified copy of the said Order of the Hon'ble NCLT was filed with the Registrar of Companies on July 25, 2024 and the Scheme became effective from that date, with an appointed date of April 01, 2023.

The Merger is a significant step towards further simplifying the corporate structure and strengthening GIL to capitalize on the aviation growth story. Earlier GIL owned 51% of GAL (representing the entire airport business). With the merger being completed, GIL now owns 100% of the entire airport business, and Groupe ADP, which was a 49% shareholder in GAL, has now become a shareholder of GIL. The ownership of the entire airport business, and the expanded capital base on account of issue of shares to Groupe ADP, would lead to increased market capitalization of GIL.

The Company is in the process of changing its name from GMR Airports Infrastructure Limited to GMR Airports Limited, as contemplated in the Scheme of Merger approved by the Hon'ble National Company Law Tribunal and shall stand changed to GMR Airports Limited from the date of approval of the same by the Ministry of Corporate Affairs.

GMR Group is the largest private airport operator in Asia and 2nd largest in the world with a passenger handling capacity of over 189 million annually. The Group operates the iconic Indira Gandhi International Airport at Delhi (Delhi International Airport), which is the largest and fastest growing airport in India. The Group also runs Rajiv Gandhi International Airport at Hyderabad (Hyderabad International Airport), a pioneering greenfield airport known for several technological innovations. The Group is also operating Manohar International Airport, Mopa, Goa (Goa Airport at Mopa) which is India's first destination Airport that offers everything a tourist looks for i.e., liveliness in the serene lap of nature, making it a perfect destination for leisure and holistic tourism.

Expanding its overseas footprint, the Group is developing and operating Kualanamu International Airport in Medan, Indonesia, in collaboration with Angkasa Pura II (AP II). The Group is also providing technical services to the architecturally renowned and the second busiest airport in the Philippines, Mactan Cebu International Airport in Cebu.

The Group is currently developing two major greenfield airport projects in India and Greece, which includes Airport at Bhogapuram in Andhra Pradesh and Airport at Heraklion, Crete, Greece in partnership with GEK Terna. Bhogapuram Airport in India is poised to transform the economy and landscape of the surrounding areas when ready. Crete Airport in Greece will similarly play a significant role in the local economy of the region.

GMR Airports has over the past few years, been working to build a strong asset light portfolio of airport adjacency businesses in both domestic and international markets. The portfolio of services being targeted includes B2C businesses including Retail (including Duty Free and Food & Beverages), Car Park, etc. and B2B businesses such as Cargo.

GMR Air Cargo and Aerospace Engineering Limited (GACAEL), wholly owned subsidiary of GMR Hyderabad International Airport Limited (GHIAL), is India's largest integrated world-class third-party MRO (i.e., Maintenance, Repair and Overhaul of aircrafts). GACAEL provides complete technical support to aircraft operators, with the utmost quality and reliability to ensure that its customers meet their operational requirements. GACAEL has been constantly upgrading its capabilities and expanding its service offerings to meet the growing maintenance needs of airline operators within and outside India, with a vision to be a lead MRO in the Asia Pacific region.

India's aviation market is expected to grow at an average of 7% p.a. till 2040. Further a mature tariff regime for aero revenue is strengthening your Company's 'Sustainable Cash Flow Profile'. GMR Group has Proven track record of strategic partnerships with marquee names like Groupe ADP, Fraport, NIIF etc.

As a pioneer in implementing the path breaking Aerotropolis concept in India, GMR Group is developing unique airport cities on commercial lands available around its airports in Delhi, Hyderabad, and Goa. GMR Delhi Aerocity is a landmark business, leisure, and experiential district. Similarly, GMR Hyderabad Aerocity is coming up as a new-age smart business hub.

Performance Highlights - FY 2023-24

Performance Highlights of your Company on a consolidated basis for the FY 2023-24:

• Merger of GMR Airports Limited with GMR Airports Infrastructure Limited concluded - with effect from July 25, 2024, GAL and GIDL stood merged into GIL with an appointed date of April 1, 2023. The initial announcement of the Merger was done on March 19, 2023. Post the merger, the undertaking of GAL including its assets, liabilities, business as a going concern stand vested into the Company.

• Airports Economic Regulatory Authority (AERA) has allowed Delhi International Airport Limited (DIAL) to extend the existing tariff for a further 6 months or till determination of CP4 tariff whichever is earlier. DIAL has submitted Tariff Proposal for 4th Control Period (April 1, 2024 to March 31, 2029) in Q1 FY 2025.

• Delhi International Airport Limited (DIAL) received favorable award for arbitration invoked against Airports Authority of India

(AAI) seeking certain reliefs on account of the occurrence of Force Majeure event (Covid-19 period). Key aspects are:

o DIAL excused from making payment of Monthly Annual Fee (MAF) for the period from March 19, 2020 to February 28, 2022

o Extension of the term of Operation, Maintenance and Development Agreement (OMDA) (i.e., the concession period) for 1 year and 11 months i.e., the period excused under force majeure

o The award has been challenged by AAI and FIA.

• Goa Airport at Mopa is fully operational, non-aero revenue increases on account of higher passenger traffic and operationalization of new stores. Majority of planned stores are operational with balance under fit out stage:

o Passengers capacity expansion work in progress to increase from 4.4mn to 7.7mn - 61% physical progress completed.

o Agreement signed for development of two hotels (~4 acres) in the City Side development.

o AERA approved final tariff implemented from January 01, 2024.

• DIAL has successfully raised Rs 8 bn through 10 year Bonds, GHIAL raised Rs 5.4 bn by issuance of 10 year NCDs and GMR Visakhapatnam International Airport Limited (GVIAL) received Rs 3.95 bn from National Investment and Infrastructure Fund (NIIF) in the form of CCDs in FY 2023-24.

• DIAL Phase 3A expansion project completed and inaugurated by Hon'ble Prime Minister. Phase 3A expansion project received the prestigious 'Build India Infra Award' under Impact category in the Aviation sector. Delhi International Airport joined the elite club of global airports having 100 MPPA capacity.

• Passenger Traffic at Delhi International Airport during the FY 2023-24 increased by 13% YoY from 65.3 Mn to 73.7 Mn., Passenger Traffic at Hyderabad International Airport during the FY 2023-24 increased by 19% YoY from 21 Mn to 25 Mn.

• Delhi and Hyderabad expansion and Crete construction works progressing as per schedule 99.6%, 99.7% and 32.7% progress has been achieved respectively as of March 2024.

• The Group aims to judiciously participate in capex light opportunities (especially services) mainly in India, South Asia, Southeast Asia and Middle East.

• Expansion of Terminal 1 of GMR Hyderabad Air Cargo to double the capacity to 300,000 MT of cargo. The expansion of the second cargo terminal with an initial capacity of 50,000 MT is scheduled to be completed in FY 2025.

• The Company acquired 8.40% of the equity shares of WAISL Limited, an exclusive partner for IT services at airports, for a total consideration of Rs 56.66 crore.

• Bhogapuram Airport: Agreement for EPC works signed with L&T on November 01, 2023. Earthworks and Passenger terminal building foundation works in progress, 30% progress has been achieved as of March 31, 2024.

• The Company increased its shareholding in GHIAL to 74% by acquiring 11% of the equity shares in GHIAL, earlier held by MAHB (Malaysia Airports Holding Berhad), for a total consideration of USD 100 Mn.

• Clean Energy: This year, Delhi and Hyderabad International Airport achieved a significant milestone by transitioning entirely to clean electricity. During the year, Goa Airport at MOPA also increased its clean energy procurement significantly. Together the three operational Indian airports avoided over 150,000 TCO2 by switching to clean electricity.

• Net Zero: In a recent development, In alignment with the Net Zero goals of GIL, Delhi Airport achieved the significant feat of being amongst the first airports in Asia to be certified as Net Zero in line with Airport Council International's (ACI) Airport Carbon Accreditation (ACA) program's Level 5 requirements. Hyderabad International Airport is also amongst the very few airports in the world to receive ACI Level 4+ for its climate change efforts. Additionally, Goa Airport at MOPA has taken up a target of being Carbon Neutral and achieving ACI Level 3+ by 2027. This places GIL firmly on the trajectory to be Net Zero by 2030, in line with ACI requirements.

Financial Results - FY 2023-24 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 2023-24:

(Rs in Crore)

The revenue increased by 31.18% from Rs 6,673.80 crore in FY 2022-23 to Rs 8,754.56 crore in FY 2023-24 mainly due to an increase in aeronautical, duty free, retails, advertisement, cargo, ground handling, hospitality, and parking revenue on account of increase in air traffic and business.

The revenue share paid / payable to concessionaire grantors increased in FY 2023-24 on account of increase in revenue due to increase in air traffic and business.

b) Standalone Financial Results

The following table sets forth information with respect to the standalone statement of profit and loss of the Company for FY 2023-24:

(Rs in Crore)

The revenue increased by 31.92% from Rs 623.25 crore in FY 2022-23 to Rs 822.17 crore in FY 2023-24 mainly due to an increase in non-aeronautical revenue, Engineering, Procurement and Construction (EPC) revenue, consultancy revenue, management and other services revenue.

Exceptional items comprise impairment in carrying value of investments, loans/ advances/ other receivables carried at amortised cost (net).

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 FY 2023-24 and the date of this report.

Dividend

Your directors have not recommended any dividend on equity shares for FY 2023-24.

Reserves/ Appropriation to Reserves

The major reserves of the Company on standalone basis for FY 2023-24 and the previous year is as follows:

(Rs in Crore)

Management Discussion and Analysis Report (MDA)

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

State of the Affairs of the Company or its Subsidiaries

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

Composite Scheme of Amalgamation and Arrangement

The Board at its meeting held on March 19, 2023, approved the Composite Scheme of Amalgamation and Arrangement amongst GMR Airports Infrastructure Limited ("GIL" or "Company"), GMR Airports Limited ("GAL"), a subsidiary of the Company and GMR Infra Developers Limited ("GIDL"), a wholly owned subsidiary of the Company and their respective shareholders and creditors ("Scheme"), which, inter-alia, proposes to merge and consolidate the businesses of: (i) GAL into and with GIDL; and (ii) the merged GIDL into and with the Company in each case, on a going concern basis, subject to all necessary approvals.

The Scheme had received all regulatory approvals. The Hon'ble National Company Law Tribunal, Chandigarh Bench approved the Scheme vide its order dated June 11, 2024 and the certified true copy was received by the Company on July 02, 2024. Upon completion of other actions/ conditions precedents for the Scheme to become effective, the Scheme became effective on July 25, 2024 upon filing of the certified copy of NCLT Order with the Registrar of Companies.

Upon implementation of the Scheme and allotment of shares and trading approvals, in compliance with the provisions of the Act and/or SEBI LODR have been completed and in accordance with the restated Articles of Association of the Company, Aeroport de Paris S.A. (ADP) also became co-promoter of the Company along with Mr. G M Rao and GMR Enterprises Private Limited.

Consequent to the compliances with all statutory provisions, filings and upon issuance of certificate of name change by the Registrar of Companies, the name of the Company will be changed from 'GMR Airports Infrastructure Limited', to 'GMR Airports Limited', in due course.

Airport Sector

The Company's airport business comprises six operating airports viz., Delhi International Airport, Hyderabad International Airport, Goa Airport at Mopa & Bidar Airport at Karnataka in India, Mactan Cebu International Airport in Philippines and Kualanamu International Airport in Medan, Indonesia. Further two assets are under construction viz., Bhogapuram International Airport (new Visakhapatnam Airport) in Andhra Pradesh, India and Crete International Airport in Greece.

GMR Group is actively pursuing opportunities for new airports as and when they arise. We are actively tracking the next round of regional airports being privatized by the Government of India. On the international front, in the near future, the Group is strategically focusing on opportunities in South and Southeast Asia and the Middle East.

We also continue to explore opportunities in Africa and Central & Eastern Europe. GMR Airports is looking to drive growth not only through Airport Concessions, but also through expansion in the field of airport related services including EPC, Project Management, Engineering & Maintenance, Duty Free, Cargo, other non-aero concessions etc.

FY 2023-24, second year post pandemic was marked by impressive traffic growth. In absence of any travel restrictions, economies recovering post pandemic and an existent pent-up demand for travel, air traffic boomed across the world, in some economies including India to an extent so as to cross the pre- pandemic levels.

In FY 2024, the Indian aviation industry saw significant growth in passenger traffic, with domestic air passenger numbers increasing by approximately 13% year-over-year to reach around 307 million (counting both arrival and departure), surpassing the pre-Covid levels of 275 million in FY 2020. In March 2024 alone, which was the highest monthly traffic in India, domestic passenger traffic was approximately 26.9 million, showing a 4.9% year-over-year increase and a 6.9% sequential growth from February 2024. International passenger traffic saw a growth in FY 2024, where traffic reached approximately 70 million, surpassing the pre-COVID levels.

The financial performance of airlines improved significantly, driven by better pricing power and higher yields, leading to better revenue per available seat kilometer (RASK-CASK) spreads. However, the cost environment remained challenging, with Aviation Turbine Fuel (ATF) prices still elevated. Although these price levels are 14% lower than in FY 2023, but still approximately 58% higher than pre-Covid levels, impacting the cost structure of airlines.

Operationally, the industry faced significant challenges, particularly with supply chain issues and engine failures, especially with Pratt & Whitney engines. These problems led to the grounding of substantial portions of some airlines' fleets, with around 24-26% of the total fleet grounded by the end of March 2024, increasing operational costs and affecting capacity. Financial distress was notable among certain airlines, such as Go Airlines (India) Limited, which faced payment defaults and eventual insolvency proceedings due to grounded fleets. Further, SpiceJet too has been grappling with several challenges in terms of financial instability and legal battles. Meanwhile, other major airlines maintained better liquidity, supported by strong financial backing from parent companies or adequate internal funds.

Overall, FY 2024 was a year of significant recovery and growth for the Indian aviation industry, despite the operational challenges that have persisted.

Given this robust recovery, the sector has seen renewed investments to cope with rising demand. Airlines across the world have placed new orders to ramp up capacity. Airlines in India including Indigo and Air India have also placed huge orders this year for both narrow body and wide body aircrafts from both Airbus and Boeing.

However, the demand recovery has been so tremendous that it has given rise to a supply demand imbalance with demand far out stripping the supply due to operational issues mentioned above. Thus, future traffic growth would depend among other factors on aircraft manufacturer's ability to fulfil orders in a timely manner.

An overview of the operations at our assets during the year is briefly given below:

Delhi International Airport Limited (DIAL)

DIAL is a subsidiary of the Company, and its shareholding comprises GMR Airports Infrastructure Limited ("GIL") (64%), Airports Authority of India (AAI) (26%) and Fraport AG Frankfurt Airport Services Worldwide (Fraport) (10%). DIAL entered into a long-term agreement to operate, manage and develop the Indira Gandhi International Airport (Delhi International Airport), Delhi.

Highlights of FY 2023-24:

FY 2023-24 was the second fiscal year post Covid pandemic where Indian Aviation Sector did not face any disruptions on its account and exhibited tremendous recovery in passenger traffic throughout the financial year on both domestic and international segments.

During the year, we had unrestricted scheduled operation for domestic and international movement. Delhi International Airport recorded its highest ever yearly passenger traffic in FY 2024 at 73.7 million (previous highest was 69.2 million in FY 2019 in the pre-pandemic period). Delhi International Airport has also surpassed the 1 million MT cargo freight for FY 2024 (second highest yearly cargo volume handled in Delhi International Airport history).

Throughout the year, DIAL proactively engaged with all stakeholders in pushing passenger growth through revival of old and addition of new domestic and International routes. DIAL also took up various passenger experience initiatives, including popularizing DigiYatra, which is a path-breaking solution for passenger processing using facial recognition technology and deploying Self-Baggage Drop (SBD) machines.

Operational Performance:

DIAL witnessed significant growth of traffic at IGI Airport in FY 2024. Passenger traffic at Delhi International Airport was 73.7 mn in FY 2023-24, a growth of 12.8% over previous year with 24.4% growth in international traffic and 9.1% growth in domestic traffic. During the year, IGI Airport handled 442,488 Air Traffic Movements (ATMs) and clocked 1.003 MMT cargo volume. Cargo volumes experienced an overall growth of 12.0% over the previous year, driven by 17.5% growth in international cargo. International exports have picked up with the opening of trade lanes as well as disruption in red sea movements led to the overall cargo tonnage growth over the previous year. Domestic cargo on the other hand grew only by 3.3%.

During the year, DIAL successfully handled operations during the landmark G-20 Summit and facilitated smooth transfer of the guests and delegates. DIAL received appreciation from US Embassy, Delhi Police, Lok Sabha Secretariat, etc. for its outstanding hospitality and services rendered during the event.

Among the passenger experience initiatives, DIAL introduced hidden disabilities Sunflower Program which offers assistance, directions and support to passengers who may require additional help due to their hidden disabilities. DIAL has installed Self Baggage Drop (SBD) machines across Terminal 3 & Terminal 1 in order to provide passengers with a hassle-free airport experience. A biometric verification kiosk has been made operational at international arrival area for the ease of immigration services. At Delhi International Airport, more than 6 mn passengers have experienced the benefits of DigiYatra across several touch points via several initiatives ranging from setting up registration kiosks, introduction of DigiBuddy to deploying kiosks across the entry gates.

DIAL's focus on operational excellence and customer experience backed by a strong organizational culture has helped sustain its leadership position in Airport Service Quality. As a result, DIAL was once again recognized as the Best Airport for service quality in the region by ACI and Best Airport in South Asia by Skytrax. Delhi International Airport is ranked 36 and is the only airport in India among Top 40 airports in the world Skytrax ranking.

Capacity augmentation initiatives of FY 2023-24

DIAL continued its focus on the expansion of airside infrastructure and terminal capacity as per the approved Development Plan in order to cater to the future growth in passenger and air traffic. During the year, Delhi International Airport became the first airport in India to have 4 operational runways and an elevated taxiway (the Eastern Cross Taxiway or ECT).

Construction of the expanded world-class integrated Terminal 1 is also complete. The terminal was inaugurated by Honorable Prime Minister, Shri Narendra Modi, on March 10, 2024. The upgraded new Terminal 1 is an integrated terminal for seamless departure and arrival with a new node building and a pier comprising 22 passenger boarding bridges. The passenger handling capacity of the new terminal has increased to 40 MPPA.

Awards and Accolades of FY 2023-24

• Delhi International Airport has once again emerged as the Best Airport in the over 40 million passengers per annum (MPPA) category in Asia Pacific region by ACI in the Airport Service Quality Programme (ASQ) for the 6th time in a row in 2023 rankings.

• Delhi International Airport has been voted as Best Airport in India / South Asia for 6th consecutive years in Skytrax ranking.

• In terms of Skytrax world airports ranking, Delhi International Airport jumped from rank 50th in 2020 to 45th in 2021 and further to current rank of 36th.

• Delhi International Airport has been honoured with the prestigious titles of 'Best Airport of the Year' and 'Sustainability Champion' at the Wings India Awards 2024

• DIAL achieved 5S certification from National Productivity Council (NPC) under 'Utkrisht Category'

Sustainability Focus

• Delhi International Airport added another milestone in its sustainability journey of becoming a net zero carbon emission airport by 2030 by inaugurating the 4th runway and the Eastern Cross Taxiway (ECT) as part of phase 3A expansion during the year. While the 4.4-kilometre long runway will enhance the operational efficiency at Delhi International Airport, the ECT will help lessen aircraft emissions viz. reducing the taxiing time for the aircraft, improving airport operational efficiency, saving natural resources such as ATF, and enhance the flyer experience. The ECT at Delhi International Airport will help reduce about 55,000 tonnes of CO2 emission, which is equivalent to planting about 15 lakh trees.

• DIAL envisaged and designed Terminal 1 to be state of the art yet environmentally sustainable. T3 is LEED certified and New T1 is LEED Platinum Pre-certified.

• For its operational usage, DIAL has switched to Electric Vehicles from the earlier conventional vehicles in a phased manner. 100% fleet of airport vehicles owned by DIAL are now EVs.

• Delhi International Airport had earlier become the first Level 5 Certified Airport in Asia Pacific region under ACI's Airport Carbon Accreditation program.

• In FY 2023-24, Delhi International Airport has been honored with the 'Excellence in Environment Management' award at CII's Sustainability Awards. It was also honored with the CII CAP 2.0 Award 2023 for 'Climate Action Programme' in Oriented category.

GMR Hyderabad International Airport Limited (GHIAL)

GMR Hyderabad International Airport Limited ("GHIAL") is a joint venture company promoted by the GMR Group (74%) in partnership with Airports Authority of India (13%), and Government of Telangana (13%), and has a long-term agreement to operate, manage and develop the Hyderabad International Airport.

Highlights of FY 2023-24:

FY 2023-24 was the second fiscal year post Covid pandemic where Indian Aviation Sector did not face any disruptions on this account and exhibited tremendous recovery in passenger traffic throughout the financial year on both domestic and international segments.

During the year, we had unrestricted scheduled operations for domestic and international movement. Hyderabad International Airport recorded its highest ever yearly passenger traffic in FY 2024 at 25.04 million; the previous highest was 21.58 million in FY 2020, that is the pre-pandemic period. Hyderabad International Airport also recorded the highest ever annual cargo traffic during FY 2024.

Throughout the year, GHIAL proactively engaged with all stakeholders in pushing passenger growth through revival of old and addition of new domestic and International routes. GHIAL also took up various passenger experience initiatives, especially DigiYatra which is a path-breaking solution for passenger processing using facial recognition technology and deploying Self-Baggage Drop (SBD) machines.

Operational Performance:

During FY 2024, Hyderabad International Airport handled 25.04 million passengers, over 1,77,166 Air Traffic Movements ("ATMs") and more than 1,57,193 Metric Tonnes ("MTs") of Cargo. On a year-on-year basis, passenger movements, ATMs and cargo witnessed a growth of 19%, 10% and 10% YoY respectively.

In March 2024, Hyderabad International Airport was connected to 67 domestic destinations as compared to pre-COVID level of 55 domestic destinations and 20 international destinations as compared to 16 pre-COVID destinations. Many domestic destinations commenced during FY 2024 including Amritsar, Shivamogga, Kishangarh, Sindhudurg, Salem, and Gondia.

New international routes started during the year include Frankfurt and Ras Al Khaima. New airlines which commenced operations from Hyderabad during the year are Lufthansa, Salam Air, Fly91.

On the Cargo front, planned key initiatives include the expansion of Cargo Terminal 1 and the development of a new Cargo Terminal 2 with a capacity of 50,000 tons. Additionally, it is planned to establish specialized facilities such as a packhouse and an irradiation facility. To penetrate new markets, we are focusing on increasing international cargo traffic and transshipment activities. We are also diversifying into new cargo types, including aerospace and defence, textiles, and other specialized goods.

Capacity augmentation initiatives FY 2023-24

Overall airport expansion works were mostly completed in FY 2024 with the annual passenger capacity increasing from 12 million passengers per annum to 34 million passengers per annum. The apron area has been expanded to 379,060 square meters, and the taxiway area has grown to 1,477,590 square meters. The airside area now covers 1,856,650 square meters. The capacity of annual air traffic movements (ATMs) has doubled, reaching 284,000, while peak hour ATMs capacity has risen to 42.

The passenger terminal building has also seen substantial enhancements. Its area has increased by 213% to 379,370 square meters. Check-in counters, including conventional and self-bag drop (SBD), now total 149 counters. Emigration and immigration counters have more than doubled to 88 in total. Departure bus gates have increased to 28, and arrival bus gates have grown to 9. Additionally, the number of security screening machines with ATRS has approximately tripled to 26, thus improving the efficiency of passenger throughput.

In terms of non-aeronautical stream, during expansion approximately 61 retail outlets, 19 F&B outlets and two duty free areas have been added.

Passenger Experience initiatives FY 2023-24

Continuing with our relentless focus to offer the best possible service quality and passenger experience and achieve world- class levels of operational efficiency, several new milestones were attained during the year.

• Hyderabad International Airport deploys a dedicated team of young and enthusiastic Passenger Service Associates available across the airport to assist and support passengers.

• Hyderabad International Airport provides free buggy services to passengers with special needs and senior citizens and can be accessed by contacting the buggies parked in designated areas within the terminal.

• Digi Yatra is live for all domestic passengers providing end-to-end e-boarding facility, ushering in a whole new paperless and seamless passenger experience.

• Self-Bag drop Facility launched at Hyderabad Airport to streamline the baggage check-in process, allowing for a faster and more efficient airport experience.

• City-side Check-in service aims to provide passengers with enhanced convenience and flexibility by enabling them to drop off their baggage and collect their boarding pass at the facility near Car Park Area.

• The airport continues to improve passenger experience through music curation to play instrumental music as per different times of the day, natural fragrances in the check- in hall and all washrooms in the terminal, etc.

• Hyderabad International Airport also focuses on creating and delivering a well-rounded shopping, retail and commercial services experience for the passengers and visitors, which in turn provides a strong and growing source of revenue streams for the airport. Some such initiatives include:

• Opening a variety of high-end retail and food & beverage outlets, providing passengers with a wide selection of shopping and dining options to enhance their overall travel experience.

• Encalm Lounges located in Domestic Departures & International Departures offer a comfortable space to relax before the journey.

• Services to seal suitcase, backpack, and a box or carry- on baggage in tough tamper-proof, environment-friendly Biodegradable Film.

• Valet parking at departure level is available 24x7.

• Presto Wheelchair services are available at the departure forecourt.

Awards and Accolades

The airport continues to win prestigious awards for its exceptional services and facilities. Some of the highlights include:

• Ranked 61st at the 2024 Skytrax World Airport Award

• Winner of Best Airport Staff in India & South Asia 2024 Award from Skytrax

• Achieved 4-star rating in Skytrax audit in July 2023

• Winner of the 2023 Airport Service Quality (ASQ) Award for 'Best Airport of 15 to 25 million Passengers per annum' category in Asia-Pacific

• Wings India 2024 'Best Airport Award in the 10 to 25 million Passengers Per Annum' category in 2024

• Hyderabad International Airport has been recognized by the esteemed CIRIUM as Second Most On-Time Airport of 2023 globally

• Received Sustainable Airport Award by Airport Honour awards at International Airport Summit 2023

• Achieved Level - 1 Airport Customer

Accreditation in June 2023

• Winner of the Acrex Hall of Fame National Level Awards in commercial building category for energy efficiency and sustainability

Sustainability Focus

• Hyderabad International Airport is a Level 5 Certified Airport under ACI's Airport Carbon Accreditation program

• It won the ACI Green Airports Gold Recognition 2023 in the 15-35 million Passengers Per Annum (MPPA)

• Won CII Performance Excellence Award for Renewable plants 2023

• Hyderabad International Airport is the first airport in India to have Integrated Online Environmental Monitoring Station

• Transitioned to 100% sustainable green energy for its energy consumption at the airport and across its ecosystem. Hyderabad International Airport, in partnership with State Discom, revolutionized its operations by harnessing the power of green energy through a combination of its own 10 MW solar power plant and green energy supplied by State Discom. The airport, by integrating green energy into its operations and infrastructure, will reduce its carbon footprint by approx. 9,300 tons of carbon dioxide annually

• 100% conversion to LED lights across the terminal was completed

In addition to the above, some of the continuing best environment practices include:

• LEED certified Terminal Building which allows maximum natural lighting, and other features that enable optimal use of energy and water.

• Effective implementation of the "Reduce-Reuse-Recycle" principle in the overall water usage within the airport.

• Efficient rainwater harvesting and ground water recharging processes.

• Efficient solid waste management processes and compost generation to meet 100% internal demands.

• Robust process to effectively reduce aircraft noise & emission levels by collaboratively engaging with airline operators and Air Traffic Service providers to bring in best practices like Single Engine Taxi, Fixed Electrical Ground Power (FEGP) to reduce use of aircraft Auxiliary Power Units (APU), Continuous Descent Approach Operations, etc.

GMR Goa International Airport Limited (GGIAL)

After launching its domestic operations in January 2023 and its international operations in July 2023, Goa Airport at MOPA achieved an impressive operational performance in FY 2024. The airport handled 4.4 Mn. passengers, 30,031 ATMs & 2,419 MT of Cargo volume reflecting its strong demand, efficient operations, and attractive offerings.

On a Goa system basis, Goa Airport at MOPA has handled ~40% of total Goa air traffic during the first full year of operations. The airport offers superior infrastructure, amenities, and customer service to its passengers and airlines, making it the preferred gateway to Goa.

During the FY 2023 -2024, the airport was able to enhance the domestic & International connectivity by connecting 29 domestic destinations and 6 International Destinations during the peak season.

Goa Airport at MOPA has received high ratings from ASQ (>4.8) and was ranked 92nd by Skytrax world airport rankings, two leading organizations that measure airport quality and performance. The airport ranks among the best airports in its category in the world.

Airport Economic Regulatory Authority (AERA) approved the final Multi-year tariff proposal (MYTP) for first Control Period in December 2023 and final tariff became applicable from January 01, 2024. Considering the first dual airport scenario in the country, where passengers have options to choose their preferred airport, AERA has approved UDF on both embarking and disembarking passengers.

The expansion works for enhancing passenger handling capacity from 4.4 to ~8 MPPA works primarily involving Airport systems (PBB, BHS, check in counters, reclaim belt, x-ray machine, ATRS, Immigration, emigration counters, escalator, etc.) in terminal Building and additional 4 aprons on airside is in full swing with physical progress of ~61% as of March 2024, and infrastructure is expected to be in operation before the commencement of Winter Schedule 2024.

The construction of a 6-lane expressway (NRs 166S) connecting the airport to the NH-66 has been operationalized in July 2024.

In November 2023, GGIAL raised Rs 2,475 Cr in the form of NCDs to refinance debt at lower interest rate and fund FY 2025 planned capex.

Awards and Accolades:

• Received International Airport Review's 'The Sustainable Airport Award 2023' under "Strategy, Culture & Ethos" Category during International Airport Summit - 2023 at London, UK.

• Won the prestigious "Best Sustainable Greenfield Airport" award at ASSOCHAM 14th International Conference cum Awards for Civil Aviation 2023 for initiatives taken by GGIAL in implementing Sustainability as one of the core concepts.

• Adjudged 2nd in the "Best Environmental Practices" Competition organized by Goa State Pollution Control Board (GSPCB) on the occasion of World Environment Day.

• Awarded with 14th Vishwakarma Awards 2023 under the categories of "Best Construction Project" and "Construction HSE Award" by Construction Industry Development Council's under Planning Commission (NITI Aayog), Govt. of India.

• Health & Safety Excellence Award awarded by National Investment and Infrastructure Fund (NIIF) during NIIF Environment & Social Summit- 2024.

Sustainability Focus

Environment, Health and Safety (EHS) and Sustainability Management are an integral part of Company's business strategy. Some of the key initiatives taken up by GGIAL are as follows:

• Certified for Environment Management System (EMS), ISO 14001:2015

• IGBC Platinum Rating under IGBC Green New Buildings Certification (Owner Occupied) project #IGBCNBO190084

• To achieve Level 3+ Carbon Neutrality certification from ACI-ACA, Green House Gas (GHG) Emissions mapping being carried out

• Onsite 5MW Solar Power generation unit commissioned from the 1st day of Airport Operations

• Sewage is recycled in Sewage Treatment Plant (STP) and effluent reused for irrigation of landscape

• Integrated Solid Waste Management Facility to handle Municipal Solid Waste (MSW)

• Airport Noise Zone Mapping conducted and same is approved by Directorate General of Civil Aviation (DGCA)

• Bridge Mounted Equipment (BME) - Fixed Electric Ground Power Unit (FEGPU) and Precondition Air (PCA) unit commissioned from the 1st day of Airport Operations

• Electric Buses deployed by Ground Handling Agency - Celebi

• Airfield Ground Lighting (AGL) and illumination at all buildings with LED for Energy Conservation.

GMR Visakhapatnam International Airport Limited (GVIAL)

GMR Visakhapatnam International Airport Limited, a subsidiary of the Company, is developing the Bhogapuram International Airport. This is a greenfield airport being built at Bhogapuram, which is located about 45 kilometers northeast of Visakhapatnam.

Initially, the airport is designed to handle 6 million passengers annually. The capacity will be expanded based on future growth in traffic. This Public-Private Partnership (PPP) project is being developed under a Design, Build, Finance, Operate and Transfer (DBFOT) model.

During the year, various advancements took place in the project. The foundation stone for the project was laid by the Hon'ble Chief Minister of Andhra Pradesh in May 2023. Financial closure of the project was achieved in December 2023. Subsequently, EPC works have been taken up by the selected bidder. As of March 2024, ~19% of physical progress was achieved and ~31% of the physical progress has been achieved by June 30, 2024.

Currently, construction works are in full swing at multiple locations of the project including Runway, Airside, Taxiway, Airside Buildings, Boundary Walls etc. The expected date of commencement of commercial operation is December 2026.

GMR Megawide Cebu Airport Corporation (GMCAC)

Post divestment, GMR Airports will continue to operate the airport as technical services provider till December 2026. We will also be eligible to receive additional consideration as earn outs linked to the financial performance achieved by GMCAC over the period until December 2026.

Highlights of CY2023:

• Mactan-Cebu International Airport (MCIA) demonstrated a strong recovery in CY 2023, with a total passenger traffic of 10 Mn, comprising 7.5 Mn domestic passengers and 2.5 Mn international passengers, representing a ~80% increase in traffic compared to CY 2022. In contrast to the pre-pandemic level, traffic in CY 2023 was ~80% of that in CY 2019.

• Such traffic growth was supported by relaxations in travel restrictions and a strong economic recovery. Philippines witnessed brisk economic recovery, clocking 5.6% GDP growth in CY 2023. Re-instatement of routes and ramping- up of seat capacities by domestic airlines also contributed to traffic recovery. The recovery has continued in CY 2024 with domestic traffic recovery at 93% of pre-pandemic levels as of YTD May 2024.

• On international front, strong recovery of international traffic from its key source markets of Korea, Singapore and Taiwan, coupled with addition of international routes by domestic carriers and route re-instatement by international carriers helped MCIA achieve a YoY growth of 267% in international traffic (2.5 Mn in CY23 vs 0.68 Mn in CY22). Though recovery from other key markets such as China and Japan have been slower than expectation, launch of government driven initiatives such as e-Visa are expected to fast-track international traffic growth in the coming months. The traffic recovery has continued in CY 2024 with international traffic recovering to over 70% of pre- pandemic levels as of YTD May 2024.

• On the back of strong domestic demand, recovering international traffic and addition of new aircraft by domestic carriers, MCIA is projected to recover traffic to ~100% of pre-pandemic levels in CY 2024.

Medan Airport

The Company and its subsidiaries participated in a bid for managing, developing and improving the performance of Kualanamu International Airport which was held by Angkasa Pura II (AP II). GMR was awarded the contract in November 2021, and it entered into a strategic partnership with AP II. The Indonesian government has since in December 2023 merged the two state- run airport operators Angkasa Pura I (AP I) and Angkasa Pura II (AP II) into a new sub-holding company, PT Angkasa Pura Indonesia. GMR now holds 49% stake in the project SPV. With the award of this contract, GMR became the first Indian airport operator to win a bid to develop and operate an Indonesian Airport. The SPV took charge of commercial operations on July 7, 2022.

Highlights of CY 2023:

In contrast to India, the Southeast Asian countries, including Indonesia, have not completely recovered to pre-covid levels as Chinese International traffic continues to underperform. In addition, supply side issues on aircraft are also impacting available aviation capacity in the region. Despite these challenges, Medan Airport was able to achieve several notable achievements as well as service improvements. In 2023, more than 75% of the routes that were operational pre-pandemic were restored, showcasing a successful recovery.

In addition, the airport has been able to attract new routes. Qatar Airways has announced a flight between Qatar and Medan effective January 2024 and Batik Air has launched direct flight to Chennai in August 2023, however temporarily rerouted via Kuala Lumpur, along with few domestic routes, Palembang in July 2023 and Denpasar in August 2023. Airlines have increased frequencies on the existing routes and new airlines have also started operating on existing routes. Given these developments, the Kualanamu Airport, Medan was shortlisted for the Routes Asia award.

CY 2023 traffic reached 7.4 Mn, which is approximately 92% of the 2019 pre-pandemic traffic.

On the non-aeronautical side, the company successfully on- boarded best in class global partners through a competitive selection process, resulting in enhanced commercial agreements and improved services in vehicle parking, hotels, lounges, and duty-free etc. Additionally, the company renegotiated with various existing partners to secure better commercial terms and strengthened governance in key areas such as cargo, fuel, and in- building solutions. These strategic initiatives have significantly increased revenue from these businesses as well as ensuring higher user satisfaction.

Operational improvements:

The initiatives implemented to enhance the airport passenger experience represent a comprehensive approach to improving both operational efficiency and passenger satisfaction.

From the start of the year, the Information desks underwent refurbishment which concluded with the reinstatement of Customer Service staff on the desks to support passenger queries. Aesthetic installations, the introduction of decorative orchids at key customer touch points, creating ambience and 'selfie' locations, improvements made to FIDS (flight information display system) screens and many such measures have contributed to a more welcoming ambience and improved passenger convenience. Additionally, we developed ramp access to cater to the needs of passengers with trolleys, wheelchairs, and prams, ensuring smooth navigation throughout the airport premises and into car parks. Airside bus drop off points were refurbished which also included the refreshing of the main service road used by both passenger buses and operational vehicles.

The Main Entrance screening was removed to optimize passenger flow, effectively eliminating queues at the entrances and increasing passenger dwell time. In conjunction with this, the hold baggage screening system was fully implemented. Following this change in process established for Kualanamu Airport, the solution was also adopted by Jakarta Airport. The expansion of SCP2, the main passenger screening point, added document check desks and improved queue management have streamlined the inspection process, reducing wait times. With respect to security, several initiatives were delivered to meet regulatory compliance. This included the addition of vehicle deterrents at the main entrance and the expansion of the operational vehicle airside access security check point. In keeping with compliance requirements, we have refurbished bird-scaring equipment, as well as the airfield, taxiway, and stand markings.

Strategic initiatives towards hub development at Medan have also been undertaken. To promote a Umrah hub, we added seating capacity in the waiting area before security check-in to further support the dedicated check-in area and security lanes established in 2022. Further seating was added at Arrivals landside to facilitate families and meeting arriving passengers, which together with the addition of barriers to segregate the arriving passengers from 'meeters & greeters', improved the passenger flow and aided in security access control on arrival exits.

The transfer facilities being the first such facilities in Indonesia, operations at the Kualanamu Airport have continued to demonstrate a customer-centric approach to service delivery.

Given the slower recovery of traffic post covid, and the steps taken as mentioned above, we have been able to defer the planned ICA (Immediate capacity augmentation) which will expand the terminal capacity to 15 MPPA.

Crete International Airport

GMR Airports and its Greek partner, TERNA, signed a concession agreement with the Greek State for design, construction, financing, operation, maintenance of the new international airport of Heraklion at Crete in Greece. The concession period is 35 years including the design and construction phase of five years. Concession commenced on February 6, 2020. With the award of this contract, GMR became the first Indian airport operator to win a bid to develop and operate a European Airport. This was also GMR Group's first foray into the European Union region.

Highlights of CY 2023:

The overall construction progress of the airport as of March 2024 stands at approximately 33%. Significant advancements have been made across various sections of the project. The structural concreting works for the Terminal Building are progressing well, with the departure level slab concreting completed and the food court level slab half finished. Additionally, architectural and MEPF (Mechanical, Electrical, Plumbing, and Firefighting) works have commenced in the basement level. For the Control Tower, construction has started, and the foundation concreting is complete. On the Apron, lean concrete paving works are 60% complete, and the installation of the fuel hydrant pipeline is currently underway. Furthermore, 75% of the lean concrete pavement works on the runway have been completed. External road works are also progressing, with 46% of the work completed. Concreting works of Terminal Building is progressing well.

The EPC contractor has requested an extension of the construction timeline by 24 months due to changes in design suggested by State Advisors and COVID-related delays. Accordingly, the state has approved the extension of COD to February 06, 2027, and has also agreed to fund an additional EPC claim of Euro 104.9 MN.

Airport Adjacencies

Given our experience of more than one and half decade in the Airports services value chain, GMR Airports has over the past few years, been working to build a strong asset light portfolio of airport adjacency businesses in both domestic and international markets. This is an important part of our strategy to leverage our know-how built over years of airport operation, to capture a greater share of the value being generated at our airports as well as to build operating cash flows for the Company. The portfolio of services being targeted includes B2C businesses including Retail (including Duty Free and Food & Beverages), Car Park, etc. and B2B businesses such as Cargo. In addition, we are also providing various asset light services including Operations and Management Services and Project Management Consultancy Services.

As a significant development, the Company operationalized various non-aeronautical services at Hyderabad International Airport, under a Non-Aero Master Concession, which encompasses Retail, Duty Free and Retail related services. Under this concession, around 168 outlets of Retail & Services and Duty- Free stores shall come under purview of the Company. In addition, the Company has also been awarded the concession to develop and operate the Car Park at Hyderabad International Airport.

At Goa Airport at MOPA, the authority initiated the re-concession process of non-aero services. The Company participated and was awarded the concession for Duty Free and Car Park businesses. The Company has already operationalized the Car Park with a total operational area of around 48,000 sqm. Earlier, the Company also acquired the license to develop and operate the cargo terminal services at Goa Airport at MOPA. The state-of- the-art cargo facility having a capacity of 30,000 MT was made ready & operationalized with the beginning of the international operations in July 2023.

At new Bhogapuram Airport (GVIAL), the Company has been awarded the concession to design & operate the cargo terminal services.

In another major development, to strengthen its focus on hospitality, the Company formalized an F&B Joint Venture business with India's leading F&B operator. The F&B Joint Venture Company 'GMR Hospitality Limited' ('GHL') started the F&B operations at Goa Airport at MOPA after being awarded the F&B Concession post the bidding process. The Company also participated in the bid for F&B concession at Hyderabad International Airport, and was successfully awarded the contract. The Company's focus is to now operationalize the F&B stores at Hyderabad International Airport.

In addition to the above, we are currently evaluating multiple opportunities in the cargo, duty free and services business across our focus geographies and believe that in the short to medium term, we will have more adjacency businesses to add to the overall portfolio.

Airport Land Development (ALD)

Airport Land Development is a critical value driver for the Company. FY 2023-24 was an extremely successful year for Airport Land Development businesses at Delhi, Hyderabad and Goa.

Aerocity Delhi has been witnessing a spree of development and construction projects including DIAL's Commercial self- development project, Terminal Hotel at T3, General Aviation Annexe, Airbus facility at Terminal District. In addition, Bharti Realty's office developments and DB Realty's hotel development works are also underway.

Aerocity Hyderabad has demonstrated project development capability with the successful closure and handover of the ESR GMR Industrial Park project, Schneider and Skyroot's Built-To- Suit facilities. In the operating assets, Novotel Hotel's record performance has helped Aerocity Hyderabad in achieving capital self-sufficiency. Further, during the year GHIAL divested around ~8.18 lakh sqft. warehouse facility at an attractive enterprise value of Rs 188.1 Cr.

At Goa, the first set of hotel plots monetization was effectuated in the terminal district.

Aerocity Delhi

The infrastructure development works at the two new districts - Gateway & Downtown Districts of Aerocity Delhi also gathered momentum as the development works for the Office & Integrated Retail developments are being executed by Bharti Realty led consortiums. Construction on these projects is progressing well. Residual Plots for Bharti Ph1 transaction were handed over to Bharti's two SPVs and due considerations were received by DIAL.

Terminal hotel transaction effectuated upon completion of conditions precedent in August 2023 and construction commenced at site. Chalet Hotels Limited (CHL) signed up with IHCL (TAJ brand) for O&M of the Terminal hotel. The upcoming terminal hotel will have ~350-400 rooms along with other amenities matching the standards of international airport terminal hotels.

Development and construction work for DIAL's Commercial self- development project and GA Annex are also progressing well. The Company is also executing the EPC works for the Airbus Headquarters and Training Center at the Terminal District.

In the existing operational Hospitality District, GMR Square's Retail areas with best-in class Indian brands offering world class experience for global and domestic visitors to GMR Aerocity was activated. There has been a continued focus on enriching the Aerocity visitor experience through various events and engagement through Aerocity Live magazine, social media handles on Facebook, LinkedIn, Instagram and WhatsApp. GMR Aerocity Delhi was awarded the Best Hospitality & Business District of the Year award at the Hotelier India Awards held in December 2023.

Aerocity Hyderabad

The year under review was a successful one for Hyderabad ALD.

A marquee transaction was executed with Safran for an aircraft engine MRO for LEAP turbofan engines for a 23.5 acres land lease. This is a strategic project for Safran and for the aviation ecosystem in India and hosting it at GMR Hyderabad Aviation SEZ was a big win. The facility will initially have the capacity to service 100 engines per annum, which will gradually increase, to around 300 engines by 2035.

In addition, the team also entered into an agreement for lease and build-to-suit (BTS) construction of an R&D and manufacturing facility for FMC Technip. Such transactions have reinforced confidence of global clientele in Aerocity Hyderabad as a preferred destination.

As a testament to our project development capabilities, ALD was awarded the EPC contract valued at Rs 236 Cr for Safran's MRO facility. The construction of Skyroot (56,000 sft) and Schneider Electric's (2,10,000 sft) BTS facilities were completed and handed over during the year under review.

The second Office Tower in the Business Park is now fully occupied with tenants such as OSI Systems, ICICI Bank, HDFC Bank, Skycell, Cube Highways, Regus and SGD Pharma.

The destination retail project named Interchange achieved project ground-breaking and financial closure along with more than 40% pre-leasing by major local as well as global brands such as Reliance Retail, Best Sellers, Third Culture Cafe, Punjab Grill, Ecco, Celio, Skechers, etc.

In a significant development during the year, GHIAL signed the definitive agreements for divestment of approximately 8,18,000 sqft warehouse facility leased to Amazon and located at the Hyderabad International Airport to ILP Core Ventures I PTE Limited, a step-down subsidiary of Indospace Core PTE Limited, India's largest operator of core logistics and industrial real estate vehicle. The transaction was closed at an attractive enterprise value of Rs 188.1 Cr. This transaction was the first demonstration of the ability to monetize rental assets created by the ALD team at Hyderabad.

With an average room rental (ARR) of Rs 9,263, Novotel Hyderabad achieved total revenue of Rs 105 Cr - the highest ever Revenue for the hotel since it was opened in 2008 and an EBITDA margin of 42.9%.

ALD also completed the construction of a new Transit Lounge facility at the Hyderabad International Airport terminal. Overall, on the basis of the above-mentioned transactions and on account of the warehouse assets sale transaction, GHIAL real estate entities generated healthy cash flows during the year.

Aerocity Goa

As part of the monetization of the first set of land parcels in the Terminal District at Goa, land monetization of two hotel plots of 2.13 acres each was successfully completed and definitive documents were executed with the respective Parties for the two hotel transactions viz. (i) IHCL (through its subsidiary Roots Corporation Ltd) and (ii) Consortium of Convention Hotels India Pvt. Ltd. & Encalm Hospitality Pvt. Ltd.

Raxa Security Services Limited (RAXA)

Raxa Security Services Limited (RAXA), a wholly owned subsidiary of the Company, was established in 2005, with the mission of providing 360-degree security coverage to its clients.

Initially set up to safeguard the GMR Group's national assets, RAXA expanded in 2011 to offer its services to a broad range of external clients. These include prestigious companies in the Aviation, Manufacturing, Pharmaceutical, IT, Energy, Logistics, Event Security, Hospitality, and educational sectors, as well as government establishments.

RAXA employs over 10,000 security personnel deployed across 17 states in India with valid PSARA license and has successfully secured numerous contracts from premier clients during the year. RAXA has also deployed project teams to cater to various Technical and Fire projects commissioned PAN India. Certified with ISO 27001:2013, ISO 9001:2015, ISO 18788:2015, ISO 29993:2017, ISO 20000:2018, and ISO 45001:2018, RAXA is committed to maintaining the highest standards of security and quality.

RAXA is unique in India for its high-level security training programs, facilitated by the 5S certified Raxa Academy. Located on a 100-acre campus, the academy is affiliated with the Management & Entrepreneurship and Professional Skills Council (MEPSC) under the NSDC/Ministry of Skill Development and Entrepreneurship. It is recognized as a "Centre of Excellence" by MEPSC. The academy provides both short-term and long- term specialized training, including courses for Drone Pilots, Fire Safety & Mitigation, and Physical Security.

Beyond traditional man-guarding solutions, RAXA offers a range of technical security solutions. The Technical Division offers integrated solutions utilizing the latest proven technologies, either independently or in collaboration with technology partners. Services include Access Control, AI-enabled CCTV surveillance, Perimeter Intrusion Detection Systems, and Integrated Command & Control Centers. The Technical Division has gained recognition in the industry having obtained the CMMI Level 3 certification that underscores its commitment to providing high-quality security services.

The Fire Division offers comprehensive fire-fighting solutions, further broadening its service spectrum. This includes providing highly trained and experienced fire manpower for industrial and commercial sectors and Fire Protection & Detection Systems (Fire Hydrant, Sprinkler Systems and High Velocity and Medium Velocity Water Spray Systems, Foam Flooding Systems, Gas Suppression systems and Fire Alarm & Public Address systems).

RAXA has also established a dedicated cybersecurity division, GRAMAX, to provide real-time solutions against cyber threats. The division includes an Integrated Cyber Defence Centre (ICDC) and Experience Centre for live tracking of system failures and enhanced intervention measures.

RAXA has established key partnerships across various business verticals to enhance its comprehensive security solutions. In the cybersecurity domain under the brand name GRAMAX, RAXA has partnered with several notable companies for security information management, web application firewalls, Operational Technology security and more. These include Seceon, Prophaze, Tenable and Sectrio. In addition, collaborations have been formed with Deloitte and multiple startups in the cybersecurity industry to further strengthen RAXA 's cyber defense capabilities.

For its technical security solutions, RAXA has teamed up with Uniview India and Xtract One Technologies, for entrance mass screening and surveillance solution. These partnerships position RAXA as one of the leading providers in this specialized area.

With its comprehensive range of security services, advanced training programs, and strategic partnerships, RAXA with its growing technical and systems capabilities is targeting to become a tech focused security solutions provider that continues to set benchmarks in the security services industry. As it grows and evolves, RAXA remains dedicated to providing unparalleled security solutions to its diverse clientele.

Consolidated Financial Statements

In accordance with 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

Upon the effectiveness of the Scheme of Merger and taking the appointed date as April 01, 2023 into consideration, the Company ceased to be a subsidiary of GMR Enterprises Private Limited. However, in terms of the Shareholders Agreement entered into between the GMR Group and Groupe ADP, GMR Group shall continue to have management control over the Company. GMR Airports Limited and GMR Infra Developers Limited ceased to be subsidaries of the Company. Accordingly, as on March 31, 2024, the Company has 23 subsidiary companies and 14 associate companies including joint ventures.

The complete list of subsidiary companies and associate companies (including joint ventures) as on March 31, 2024 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.gmrinfra.com/policies.

Report on the highlights of the 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 is 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.gmrinfra.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 Act:

a) that in the preparation of the annual statements for the year ended March 31, 2024, 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, 2024 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;

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 this 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 Listing Regulations, read with Circular No. SEBI/HO/CFD/CMD-2/P/ CIR/2021/562 dated May 10, 2021 and CFD/CFD-SEC-2/P/ CIR/2023/122 dated July 12, 2023 issued by the Securities and Exchange Board of India (SEBI), the Business Responsibility and Sustainability Report (BRSR) describing the initiatives taken by the Company from Environmental, Social and Governance perspective forms part of the Annual Report.

M/s MGC Global Risk Advisory LLP, an independent agency has conducted the audit of entire BRSR for FY 2023-24 and has provided a reasonable assurance report which also forms part of this Annual Report.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the FY 2023-24 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 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.

The Policy on related party transactions as approved by the Board may be accessed on the Company's website at the link: https://investor.gmrinfra.com/policies. Your Company draw attention of the members to Note no. 31 to the standalone financial statement which sets out related party disclosures.

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.gmrinfra.com/policies to CSR POLICY-GIL(9.08.pdf .

The details of the CSR Committee are provided in the Corporate Governance Report which forms part of this Annual 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 to the Act. During the year under review, the Company was not required to spend any amount on CSR as it did not have any profits. Accordingly, it has not spent any amount on CSR activities. However, the Company, through its subsidiaries/ associate companies, spent an amount of Rs 19.86 crores, 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 Management Discussion and Analysis. The Annual Report on CSR activities is annexed as "Annexure - C" to this 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 such risks which 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 Annual Report.

Internal Financial Controls

Your Company has put in place policies and procedures including the design, implementation and monitoring of internal controls over its operations to ensure orderly and efficient conduct of its businesses, including adherence to Company's policies and procedures, safeguarding of assets, prevention and detection of fraud, accuracy and completeness of accounting records and Act.

These controls and processes have been embedded and integrated with SAP and / or other allied IT applications, which have been implemented across all the Group companies. During the year under review, these controls were reviewed and tested by Management Assurance Group (Internal Audit) of the Company. The Statutory Auditors of the Company have also tested the Internal Controls over financial reporting.

There were no reportable material weaknesses observed in design or operating effectiveness of the controls except in few areas, where there is a need to further strengthen the controls. Corrective and preventive actions, as appropriate have been taken by the respective functions.

Directors and Key Managerial Personnel

During the year under review, the Shareholders of the Company at 27th Annual General Meeting (AGM) held on September 18, 2023 had approved the continuation of Mr. G.M. Rao (DIN: 00574243) as a Director of the Company post attaining the age of 75 years in terms of requirement of Regulation 17(1A) of the SEBI LODR, on the recommendation of the Board of Directors and the Nomination and Remuneration Committee ("NRC").

Further, the Shareholders of the Company at 27th AGM held on September 18, 2023 had re-appointed Mr. Srinivas Bommidala (DIN: 00061464) and Mr. G.B.S. Raju (DIN: 00061686), Directors, who were liable to retire by rotation at that AGM. There were no other changes in the Directors and Key Managerial Personnel of the Company during the year i.e., up to March 31, 2024.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. G M Rao (DIN: 00574243), Chairman of the Board and of the Company, who is liable to retire by rotation at the 28th AGM of the Company and being eligible has offered himself for re-appointment. The NRC and the Board on the basis of the performance evaluation, recommends the re-appointment of Mr. G M Rao (DIN: 00574243), Chairman, as Director of the Company, liable to retire by rotation.

Pursuant to the provisions of Sections 149, 150, 152, 160 and other applicable provisions of the Act read with Schedule IV and the Companies (Appointment and Qualification of Directors) Rules, 2014, Articles of Association of the Company and SEBI LODR, the Shareholders of the Company at 24th AGM held on September 21, 2020 appointed Mr. Suresh Lilaram Narang (DIN: 08734030) as an Independent Director of the Company, not liable to retire by rotation for the first term of five (5) years with effect from April 22, 2020 or up to the conclusion of the 28th AGM of the Company, whichever is earlier. Further, the Shareholders of the Company at 25th AGM held on September 09, 2021 appointed the following persons as independent directors, not liable to retire by rotation for the first term of three (3) years w.e.f. September 09, 2021 or up to the conclusion of the 28th AGM of the Company, whichever is earlier:

1. Dr. Emandi Sankara Rao (DIN: 05184747)

2. Dr. Mundayat Ramachandran (DIN: 01573258)

3. Mr. Sadhu Ram Bansal (DIN: 06471984)

4. Mr. Amarthaluru Subba Rao (DIN:00082313)

5. Ms. Bijal Tushar Ajinkya (DIN: 01976832)

The office of directorship of Mr. Suresh Lilaram Narang, Independent Director is due for re-appointment on the conclusion of the 28th AGM of the Company which is scheduled to be held on September 16, 2024. Based on the recommendation of the NRC and after taking into consideration the performance evaluation and the substantial contributions made, the Board at its meeting held on August 13, 2024 recommended to the shareholders, the re-appointment of Mr. Suresh Lilaram Narang as an Independent Director of the Company for a second term of Five (5) Years from the conclusion of the 28th AGM or up to the conclusion of the 33rd AGM, whichever is earlier.

Further, the office of directorship of the abovementioned Independent Directors (Sr. no. 1 to 5), is due for re-appointment on September 09, 2024. Based on the recommendation of the Nomination and Remuneration Committee and after taking into consideration the performance evaluation and their respective contributions, the Board at its meeting held on August 13, 2024, recommended to the shareholders, their re-appointment as Independent Directors for a second term of Five (5) Years w.e.f. September 09, 2024 or up to the conclusion of the 33rd AGM, whichever is earlier.

Further, the Board of Directors in its meeting held on August 13, 2024 recommended to the shareholders for their approval, the re-appointment of Mr. Grandhi Kiran Kumar (DIN: 00061669) as Managing Director of the Company, designated as "Managing Director & CEO", for a further period of three (3) years with effect from July 28, 2024 to July 27, 2027, based on the recommendation of the Nomination and Remuneration Committee, considering the significant achievements in his current tenure and also given the assignments to be taken up by him for the proposed term, stated in the detail to this Notice of the 28th AGM and subject to such other statutory / regulatory approvals, including that of the Central Government, as may be required.

Further, post March 31, 2024, the following changes to the Board were also effected:

• Mr. Alexandre Guillaume Roger Ziegler (DIN: 09382849) was appointed as an Additional Director in the category of Independent Director w.e.f. August 01, 2024 to hold office for a term of 5 consecutive years or up to the conclusion of 33rd Annual General Meeting, whichever is earlier, subject to the approval of members of the Company in accordance with the applicable laws.

• Mr. Philippe Pascal (DIN: 08903236) was appointed as an Additional Director (Non-Executive) of the Company with effect from August 01, 2024 to hold office until the conclusion of the 28th AGM of the Company.

• Mr. Antoine Crombez (DIN: 09069083) was appointed as an Alternate Director to to Mr. Philippe Pascal with effect from August 01, 2024 as long as Mr. Philippe Pascal holds office as a Director or till the advice of Aeroports de Paris S.A in this regard, without a further requirement of Board affirmation, even when Mr. Philippe Pascal come to India for attending meeting of the Board or otherwise.

• Mr. Anil Chaudhry (DIN: 03213517) was appointed as an Additional Director in the category of Independent Director w.e.f. August 13, 2024 to hold office for a term of 5 consecutive years or up to the conclusion of 33rd Annual General Meeting, whichever is earlier, subject to the approval of members of the Company in accordance with the applicable laws.

• Mr. Augustin de Romanet de Beaune (DIN: 08883005), was appointed as an Additional Director (Non-Executive) of the Company with effect from August 13, 2024 to hold office until the conclusion of this 28th AGM of the Company.

• Mr. Indana Prabhakara Rao (DIN: 03482239) was appointed as an Additional Director of the Company with effect from August 13, 2024 to hold office until the conclusion of this 28th AGM of the Company. Further, he was also appointed as a whole time director designated a Deputy Managing Director for a term of 3 years w.e.f. August 13, 2024.

• Mr. Alexis Riols (DIN: 10497928) was appointed as an Additional Director of the Company with effect from August 13, 2024 to hold office until the conclusion of this 28th AGM of the Company. Further, he was also appointed as an Executive Director for a term of 3 years w.e.f. August 13, 2024.

The Board of Directors in its meeting held on August 13, 2024 recommended their appointment to the shareholders in the 28th AGM for their approval, based on the recommendation of the Nomination and Remuneration Committee.

The brief resumes and other details relating to the directors who are proposed to be appointed/ 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 28th AGM.

Mr. B. V. N. Rao, Director of the Company had tendered his resignation from the directorship of the Company effective from August 13, 2024, on account of his other professional commitments.

Mr. Madhva Bhimacharya Terdal, Director of the Company had tendered his resignation from the directorship of the Company effective from August 13, 2024, on account of his other professional commitments.

The Board placed on record its deep appreciation for the valuable services rendered and guidance provided by Mr. B. V. N. Rao and Mr. Madhva Bhimacharya Terdal during their respective tenure as directors of the Company.

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.

The Nomination and Remuneration Committee and the Board reviewed the performance of Individual Directors on criteria such as 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. The suggestions and the recommendations made by the directors from the evaluation process were duly considered by the Board to further augment its effectiveness. A detailed update on the Board Evaluation is also provided in the Corporate Governance Report which forms part of the Annual Report.

Policy on Directors' Appointment and Remuneration

The Company has devised a Nomination and Remuneration Policy ("NRC Policy"), which inter alia sets out the guiding principles for identifying and ascertaining the integrity, qualification, expertise and experience of the person for the appointment as Director, Key Managerial Personnel (KMP) and Senior Management Personnel. The NRC Policy further sets out guiding principles for the Nomination and Remuneration Committee for determining and recommending to the Board the remuneration of Directors, KMPs and Senior Management Personnel. As part of the periodic review and also in view of certain amendments made in the definition of Senior Management in SEBI LODR, the Board has revised the NRC Policy of the Company in its meeting held on May 29, 2024, on the recommendation of Nomination and Remuneration Committee.

The Company's NRC Policy for Directors, Key Managerial Personnel and Senior Management is available on the Company website at https://investor.gmrinfra.com/policies.

In recognition of the importance of having a diverse Board toward 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 backgrounds, gender and skillset etc.

Declaration of Independence

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16 of SEBI LODR, and there has been no change in the circumstances affecting their status as Independent Directors of the Company. The Company has also received a declaration from all the Independent Directors that they have registered their names in the Independent Directors Data Bank.

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 Directors and Senior Management Personnel, formulated by the Company.

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

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 23rd Annual General Meeting (AGM) held on September 16, 2019, till the conclusion of the 28th Annual General Meeting of the Company. The term of office of M/s Walker Chandiok & Co. LLP, as Statutory Auditors of the Company will conclude from the close of the forthcoming AGM of the Company.

The Board of Directors of the Company, based on the recommendation of the Audit Committee, at its meeting held on August 13, 2024, 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 a second term of five consecutive years from the conclusion of 28th AGM till the conclusion of the 33rd AGM to be held in the calendar year 2029, 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 ('ICAI') and that they are eligible to hold office as Statutory Auditors of the Company.

The Notice convening the 28th AGM scheduled to be held on September 16, 2024 sets out the details.

The Auditors' Report 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.

Cost Auditors

Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of Section 148(1) of the Act are not applicable to the business activities carried out by the Company.

Secretarial Auditor

The Board had appointed M/s. V. Sreedharan & Associates, Company Secretaries in Practice, to conduct Secretarial Audit for the FY 2023-24. 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, 2024 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 has stated the following in the Secretarial Audit Report for the Financial Year 2023-24:

"Without qualifying our report, we further report that the paragraph relating to "Internal control systems and their adequacy" has been disclosed in Board's Report for the year ended March 31, 2023, whereas, it should have been disclosed under Management Discussion and Analysis Section."

The Management has taken note of the same and explained that while the disclosure regarding "Internal control systems and their adequacy" was not included under Management Discussion and Analysis Section, the same was disclosed in Board's Report for the year ended March 31, 2023 which also forms part of Annual Report of the Company for the year ended March 31, 2023 along with the Management Discussion and Analysis Section.

Further, the Secretarial Audit reports of material unlisted subsidiaries of the Company incorporated in India, as required under Regulation 24A of the SEBI LODR for the financial year ended March 31, 2024 have been annexed as "Annexure D-1 to D-3".

It may be noted that based on the Merged Audited Financial Statements of the Company as on March 31, 2024, the Company has only 3 material subsidiaries i.e., Delhi International Airport Limited, GMR Hyderabad International Airport Limited and Delhi Duty Free Services Private Limited during the year under review.

Pursuant to provisions of Section 143(12) of the Act the Secretarial Auditors has 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.

CSR Committee

The CSR Committee comprises Dr. Emandi Sankara Rao as Chairman, Mr. B.V.N. Rao and Mr. Sadhu Ram Bansal, as members.

As on the date of this report, Mr. B. V. N. Rao ceased to be a member of the Committee and Mr. Indana Prabhakara Rao has been co- opted as a member of the Committee w.e.f. August 13, 2024.

Audit Committee

The Audit Committee comprises Mr. Subba Rao Amarthaluru as Chairman, Dr. Emandi Sankara Rao, Dr. Mundayat Ramachandran and Mr. Sadhu Ram Bansal, as members.

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

Further details on the above committees and other committees of the Board 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 victimization. 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.

As part of the periodic review, the Board has revised the Whistle Blower Policy of the Company in its meeting held on May 29, 2024, on the recommendation of the Audit Committee. The details of the Whistle Blower Policy are provided in the Corporate Governance Report and also hosted on the website of the Company at https://investor.gmrinfra.com/policies.

Meetings of the Board

A calendar of Board Meetings is prepared and circulated in advance to the Directors. During the year under review, 4 (four) Board Meetings were held, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between two consecutive Board meetings was within the period prescribed under the Act and SEBI LODR.

Particulars of Loans, Guarantees, Securities and Investments

A statement regarding Loans / Guarantees given, Securities provided and Investments made 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)) is 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 E" to this report.

Annual Return

Pursuant to Section 134 and Section 92(3) of the Act, as amended, the draft of the Annual Return for the FY 2023-24 has been placed on the Company website at https://investor. gmrinfra.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 F" 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 the Registered Office of the Company.

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 the Dividend Distribution Policy in terms of Regulation 43A of SEBI LODR. As part of the periodic review, the Board has revised the Dividend Distribution Policy of the Company in its meeting held on May 29, 2024, on the recommendation of Audit Committee. The Dividend Distribution Policy is disclosed on the website of the Company at the link: https://investor.gmrinfra.com/policies.

Developments in Human Resources and Organization 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 (HR) and Organization Development at GMR Group".

Changes in Share capital

Post March 31, 2024 and upon effectiveness of the Scheme of Merger, the Authorized share capital of the Company has been increased from Rs 14,55,00,00,000/- divided into 13,55,00,00,000 equity shares of Rs 1/- (Rupee one only) each and 10,00,000 preference shares of Rs 1,000/- (Rupees One Thousand only) each to Rs 2,88,18,94,08,810 (Rupees Twenty Eight Thousand Eight Hundred and Eighteen Crores Ninety Four Lakhs Eight Thousand Eight Hundred and Ten Only) divided into 14267,58,56,810 (Fourteen Thousand Two Hundred Sixty Seven Crores Fifty Eight Lakhs Fifty Six Thousand Eight Hundred and Ten Only) equity shares of Re. 1/- (Rupee One Only) each, 10,00,000 (Ten Lakhs) preference shares of Rs 1,000 each (Rupees One Thousand only) and 361,28,38,800 (Three Hundred Sixty One Crores Twenty Eight Lakhs Thirty Eight Thousand and Eight Hundred Only) Preference Shares of Rs 40 each (Rupees Forty Only).

The paid-up share capital of the Company has also been increased from 6,03,59,45,275 equity shares of Rs 1/- (Rupee one only) to 10,55,89,75,952 equity shares of Rs 1/- (Rupee one only) and 6,51,11,022 Optionally Convertible Redeemable Preference Shares of Rs 40/- (Rupees Forty only), on account of conversion of certain FCCBs into equity shares and also in accordance with the Scheme as referred above.

Debentures

In terms of and upon effectiveness of the Scheme of Merger, the Company has issued and allotted 5,00,000 (Five Lakhs) INR denominated, rated, listed, un-secured, redeemable, non- convertible bonds (NCBs) of face value of Rs 1,00,000 (Indian Rupees One Lakh only) each aggregating to Rs 5,000 Crore (Indian Rupees Five Thousand Crore only) on a private placement basis in dematerialized form. These NCBs issued by the Company are listed on BSE Limited.

Foreign Currency Convertible Bonds (FCCBs)

The FCCBs issued by the Company aggregating to US$ 25 million issued to Kuwait Investment Authority (KIA), were post March 31, 2024, 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 111,24,16,666 equity shares of the Company on July 10, 2024.

Further, the Board of Directors during FY 2022-23, had issued and allotted 3,30,817 FCCBs of face value Euro 1,000 each aggregating to Euro 330.87 million equivalent to Rs 2,931.77 crore to Aeroports De Paris S.A. ("ADP"), with a maturity period of 10 years and 1 day. The FCCBs carry an interest rate of 6.76% p.a. on a simple interest basis. Interest will accrue on a yearly basis and first interest instalment is payable on date of expiry of five years and subsequently every year thereafter.

The FCCB holder can exercise the conversion option at any time on or after the day following the 5th anniversary of the Closing Date i.e. March 24, 2023. The price at which each of the Shares will be issued upon conversion will initially be Rs 43.67 (calculated by reference to a premium of 10% over and above the Regulatory Floor Price of Rs 39.70 per share) but will be subject to adjustment as per the terms of FCCBs. The principle amount of FCCBs together with any accrued but uncapitalised or unpaid interest up to the date of conversion may be converted into Equity Shares of the company. The principle amount of FCCBs, if converted would have accounted for 67,06,00,981 equity shares of the Company.

Credit Rating

The Company didn't obtain any credit rating during the FY ended March 31, 2024 for any debt instrument. However, post effectiveness of Scheme of Merger, the Non-Convertible Bonds originally issued by GMR Airports Limited (merged with the Company w.e.f. July 25, 2024) have been transferred in the name of the Company and accordingly the credit rating previously granted to GAL which is CARE A- is deemed to continue. The Company has however applied for the credit rating in the name of the Company to CARE Ratings Limited.

Environment Protection and Sustainability

Since inception, sustainability has remained at the core of our business strategy. Besides economic performance, safe operations, environment conservation and social well-being have always been at the core of our 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 this Annual Report. The Company is also publishing Sustainability Report which is available on the website of the Company at https://investor. gmrinfra.com/sustainability-reports.

Change in the Name and 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 June 22, 2023. Consequently, the registered office of the Company is situated at Unit No. 12, 18th 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 "L45203HR1996PLC113564".

There was no change in the name of the Company during the year under review. In terms of and upon effectiveness of the Scheme of Merger and consequent to the compliances with all statutory provisions, filings and upon issuance of certificate of name change by the Registrar of Companies, the name of the Company will be changed to 'GMR Airports Limited'.

Change in the nature of business, if any

There were no changes in the nature of business of the Company during the year. However, post effectiveness of the Scheme of Merger, the undertaking of GAL and GIDL including their businesses on a going concern basis are vested with the Company. Further, to align the Objects Clause of the Memorandum of Association ("MOA") of the Company with that of the Object clauses of the MOA of GAL, the Board in its meeting held on August 13, 2024 has approved the inclusion of the said objects in the Object Clause of the MOA of the Company and has further re-aligned the MOA of the Company pursuant to the Table A of Schedule I of the Act subject to the approval of the shareholders in the 28th AGM of the Company. The details are mentioned in the Explanatory Statement to the Notice of the AGM.

Significant and Material Orders passed by the Regulators

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 except the Hon'ble NCLT Order as mentioned in this report above.

Deposits

During the year under review, the Company has not accepted any deposit from the public. 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, 2024.

Compliance by Large Corporates

Your Company does not fall under the Category of Large Corporates as defined under SEBI vide its Circular SEBI/HO/ DDHS/CIR/P/2018/144 dated November 26, 2018 (as amended from time to time), 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 (ICC) 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 complaint pending or received during the year ended March 31, 2024.

Proceeding under Insolvency and Bankruptcy Code and One-time settlement

a) There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

b) During the year under review, the Company has not made any one-time settlement.

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

Acknowledgements

Your Directors thank the lenders, banks, financial institutions, business associates, joint venture partners and other stakeholders, debenture holders, debenture, trustees, Government of India, State Governments in India, regulatory and statutory authorities, shareholders and the society at large for their valuable support and co-operation. Your Directors also thank the employees of the Company and its subsidiaries for their continued contribution, commitment and dedication.