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GMR Infrastructure Ltd.

BSE: 532754 Sector: Engineering
NSE: GMRINFRA ISIN Code: INE776C01039
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OPEN 21.40
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VOLUME 327944
52-Week high 22.70
52-Week low 13.45
P/E
Mkt Cap.(Rs cr) 12,283
Buy Price 20.25
Buy Qty 1935.00
Sell Price 20.35
Sell Qty 54663.00
OPEN 21.40
CLOSE 20.95
VOLUME 327944
52-Week high 22.70
52-Week low 13.45
P/E
Mkt Cap.(Rs cr) 12,283
Buy Price 20.25
Buy Qty 1935.00
Sell Price 20.35
Sell Qty 54663.00

GMR Infrastructure Ltd. (GMRINFRA) - Director Report

Company director report

Dear Shareholders

The Board of Directors present the 23rd Annual Reporttogether with the audited financial statements of the Company for the financial year (FY)ended March 31 2019.

Your Company GMR Infrastructure Limited ("GIL") is aleading global infrastructure conglomerate with interest in Airports EnergyTransportation and Urban Infrastructure business sectors in India and few countriesoverseas. The Company has an Engineering Procurement and Construction (EPC) businessfocusing on execution of projects of Group SPVs and external customers and recently GMRled consortium has won Clark International Airport's EPC project. The Group has largeEPC order book of railway track construction including Dedicated Freight Corridor Projectinitiated by Government of India. GMR is also developing multi-product Special InvestmentRegions (SIR) spread across ~2100 acres at Krishnagiri in Tamil Nadu and ~10400 acres atKakinada in Andhra Pradesh. The Group has acquired a prominent space in airports sectorwith more than 26.35% of total country's passenger traffic being routed through thetwo airports i.e ‘Indira Gandhi International Airport' in New Delhi and‘Rajiv Gandhi International Airport' in Hyderabad managed by the Group inaddition to its presence in Philippines with an operating airport ‘Mactan CebuInternational Airport'. The Greenfield airport projects under development includesairport at Mopa in Goa and Airport at Heraklion Crete Greece. GMR is developing veryunique airport cities on the commercial land available around its airports in New DelhiHyderabad and Goa. The GMR Group has a diversified portfolio of operational Coal Gas andRenewable power plants and Hydro projects are under various stages of construction anddevelopment.

Performance Highlights – FY 2018-19

Performance Highlights of your Company on consolidated basis for the FY2018-19:

Value unlocking of Airport Business through strategic partnership todeleverage the balance sheet and paving way for demerger of Airport business. The Groupsigned a binding term sheet with long term strategic and financial investors viz. Tatasons GIC Singapore and SSG Capital Management for an investment of र 8000 Crore.The transaction values Airport business at post money valuation of र 22475 Croreincluding value from earn-outs amounting to र 4475 Crore;

Passenger Traffic at Delhi International Airport during the FY 2018-19grew by 5% YoY from 65.7 Mn to 69.2 Mn. Passenger Traffic at Hyderabad InternationalAirport during the FY 2018-19 grew by 17% YoY from 18.3 Mn to 21.4 Mn. Passenger Trafficat CEBU Airport (Philippines) during the FY 2018-19 grew by 15% YoY from 9.97 Mn to 11.51Mn.;

The Base Airport Charges (BAC) in DIAL implemented from December 2018onwards provides a strong base of stable and growing Aero revenues;

Airport portfolio continues to grow with addition of new airports atNagpur Bhogapuram (Vizag) and Crete (Greece);

In FY 2018-19 the GMR Airport business had a throughput of ~ 102 Mnpassengers with 8% growth over FY 2017-18 driving an even stronger growth in Non AeroRevenues of 16% in FY 2018-19 over the FY 2017-18;

With Real estate monetization at Delhi Aerocity establishing newbenchmarks in valuation the Delhi Aerocity is poised to emerge as the new CentralBusiness District for National Capital Region (NCR);

At Hyderabad Airport GMR has launched GMR Business Park as anintegrated office development spanning ~0.8 Mn Sq. ft. of leasable area. In additionsignificant progress was achieved in land monetization with customers such as SafranAmazon etc in both industrial and warehousing segments;

Improved operating performance in the Energy business. GKEL achievedPLF of 73% in FY 2018-19 as against 61% in FY 2017-18. GWEL achieved PLF of 74% in FY2018-19 as against 71% in FY 2017-18. Resolution of GMR Rajahmundry Energy Limited throughrestructuring of loan was achieved;

Stabilizing energy assets through investment arrangement of uptoर 226 Crore in GMR Bajoli Holi Hydropower by Tenaga Nasional Berhad;

Value unlocking of energy assets by divestment of PTBSL coal mines inIndonesia and Upper Marsyagadi (Himtal) hydro project in Nepal;

Strong growth in capacity volumes and revenues at PTGEMS in its CoalMining operations in Indonesia during the FY 2018-19;

Kakinada SIR - Port based industrial park in 10400 acres: TheIndustrial park spread over in about 8550 acres of land MoU has been signed formonetization of 3100 acres of land;

Development of greenfield commercial port at Kakinada in an area ofabout 1950 acres with an initial capacity of 16MnT.

Financial results – FY 2018-19

a) Consolidated financial results
(र in Crore)
Particulars March 31 2019 March 31 2018
Continuing operations
Income
Revenue from operations:
Sales / income from operations (including other operating income and finance income) 7564.88 8721.21
Other income 719.84 553.04
Total Income 8284.72 9274.25
Expenses
Revenue share paid / payable to concessionaire grantors 1764.75 1911.50
Operating and other administrative expenditure 4105.50 4623.81
Depreciation and amortization expenses 983.96 1028.40
Finance cost 2684.15 2316.34
Total expenses 9538.36 9880.05
(Loss)/ profit before share of (loss) / profit of associate and joint ventures exceptional items and tax from continuing operations (1253.64) (605.80)
Share of (loss) / profit of associates and joint ventures (net) (87.89) (431.36)
(Loss) / profit before exceptional items and tax from continuing operations (1341.53) (1037.16)
Exceptional items - (loss) / gains (net) (2212.30) -
(Loss) / profit before tax from continuing operations (3553.83) (1037.16)
Tax (credit) / expense (87.42) 45.49
(Loss) / profit after tax from continuing operations (3466.41) (1082.65)
EBITDA from continuing Operations (sales/income from operations – Revenue share – Operating and other admin exp) 1694.64 2185.90
Discontinued operations
Profit / (loss) from discontinued operations before tax expenses 117.84 (31.96)
Tax expense / (credit) 7.72 (0.02)
Profit / (loss) after tax from discontinued operations 110.12 (31.94)
Total (Loss) / profit after tax for the year (3356.29) (1114.59)
Other comprehensive income
Other comprehensive income to be reclassified to profit or loss in subsequent periods:
Exchange differences on translation of foreign operations 163.30 (134.68)
Net movement on cash flow hedges (net of taxes) 12.68 27.09
Other comprehensive income not to be reclassified to profit or loss in subsequent periods:
Re-measurement (loss) / gain on defined benefit plans (Net of taxes) (2.35) (3.10)
Other comprehensive income for the year net of tax 173.63 (110.69)
Total comprehensive income for the year net of tax (3182.66) (1225.28)
Total comprehensive income attributable to
a) Equity holders of the parent (3420.29) (1482.23)
b) Non-controlling interests 237.63 256.95
Earnings per equity share (र ) from continuing operations (6.14) (2.24)
Earnings per equity share (र ) from discontinued operations 0.19 (0.03)
Earnings per equity share (र ) from continuing and discontinued operations (5.95) (2.27)

FY 2018-19 was very eventful year that witnessed unlocking of value ofairport sector through strategic partnership with Tata Group GIC and SSG Capital anddivestment of few non-core assets in energy sector. Aero revenue in Airport sectordeclined in FY 2018-19 due to fall in aero revenue in DIAL however the shortfall wascompensated by increase in non-aero revenue. During the year there was good growth inenergy sector revenues particularly in GKEL and GWEL but revenue from electrical energydeclined significantly due to netting off of revenue and cost on application of Ind AS 115‘Revenue from contracts with customers'. The revenue from highways and EPCremained stagnant. Consolidated Revenues do not include the revenues of entities whichwere assessed as jointly controlled entities / JVs under Ind AS including GMR EnergyLimited (GEL) GMR Kamalanga Energy Limited (GKEL) GMR Warora Energy Limited (GWEL) andDelhi Duty Free Services Private Limited (DDFS). Airport Energy Highways EPC and othersegments contributed र 5253.93 Crore (69.45%) र 593.08 Crore (7.84%)र 570.50 Crore (7.54%) र 904.85 Crore (11.96%) and र 242.52 Crore(3.21%) respectively to the consolidated revenue from operations.

Decrease in revenue share paid / payable to concessionaire grantors wason account of lower revenue from DIAL. Increase in other expenses is primarily due toforex loss write off advances and donation expense.

b) Standalone financial results

(र in Crore)
Particulars March 31 2019 March 31 2018
Revenue from operations 1101.04 1106.01
Operating and administrative expenditure (845.19) (811.06)
Other income 47.86 52.35
Finance cost (845.65) (821.61)
Depreciation and amortisation expenses (24.49) (19.06)
(Loss) / profit before exceptional items and tax (566.43) (493.37)
Exceptional Items:
Provision for diminution in value of loans / advances (475.96) (94.17)
(Loss) / profit before tax (1042.39) (587.54)
Tax credit / (expenses) 8.08 (0.09)
(Loss) / profit for the year (1034.31) (587.63)
Net surplus / (deficit) in the statement of profit and loss - Balance as per last financial statements 1123.26 1710.40
Transfer from / (to) debenture redemption reserve 32.34 -
Re-measurement gain / (loss) on defined benefit plans (net of taxes) 0.21 0.49
Surplus / (Deficit) available for appropriation 121.50 1123.26
Appropriations - -
Net surplus in the statement of profit and loss 121.50 1123.26
Earnings per equity share (र ) - Basic and diluted (per equity share of र 1 each) (1.72) (0.98)

The Company has changed its accounting policy as per Ind-AS 8 withrespect to measurement of its Investments in subsidiaries associates and joint venturesat cost as per Ind-AS 27 "Separate financial statements" to Fair Value basis asper Ind-AS 109 "Financial Instruments".

During the year ended March 31 2019 the revenue from EPC segment hasincreased by 4 % from र 736.13 Crore (FY 2017-18) to र 763.04 Crore (FY2018-19) which was mainly on account of contribution by the ongoing DFCC (Railways)project. Other operating income of the company came down to र 4.91 Crore fromर 6.34 Crore on account of reduction in profit on sale of investment and increase inincome from leasing equipment.

During the year ended March 31 2019 based on an internal assessmentthe Company has written off loans of र 255.26 Crore and made a provision of र 220.70 Crore totaling to र 475.96 Crore (March 31 2018: र 94.17 Crore)towards diminution in value of loans/advances given to group companies which has beendisclosed as an exceptional item in the financial statements.

Dividend / Appropriation to Reserves

Your Directors have not recommended any dividend on equity shares forthe FY 2018-19.

Reserves

The net movement in the major reserves of the Company on standalonebasis for FY 2018-19 and the previous year is as follows:

(र in Crore)
Particulars March 31 2019 March 31 2018
Treasury Shares (101.54) (101.54)
General Reserve 174.56 174.56
Securities Premium Account 10010.98 10010.98
Surplus in Statement of Profit and Loss 121.50 1123.26
Debenture Redemption Reserve 94.86 127.20
Capital Reserve 141.75 141.75
Foreign currency monetary translation difference account (68.31) 40.40
Fair valuation through other comprehensive income (‘FVTOCI') reserve 677.84 4993.65
Equity component of optionally convertible debentures (‘OCD's') 45.92 -
Total 11097.56 16510.26

Management Discussion and Analysis Report (MDA)

MDA Report for the year under review as stipulated under theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as "SEBI LODR") is presented in aseparate section forming part of the Annual Report.

The brief overview of the developments of each of the majorsubsidiaries' business is presented below. Further MDA forming part of this Reportalso brings out review of the business operations of major subsidiaries and jointlycontrolled entities.

Airport Sector

Your Company's airport business comprises of three operatingairports viz. Indira Gandhi International Airport at Delhi Rajiv Gandhi InternationalAirport at Hyderabad in India and Mactan Cebu International Airport in Philippines.Further two assets are under development viz. Greenfield Airport at Mopa Goa and CreteInternational Airport in Greece where we along with our Greek partner TERNA Group havesigned Concession Agreement with the local Government. We have also received Letter ofAward (LOA) for Brownfield Dr. Babasaheb Ambedkar International Airport Nagpur andemerged as the highest bidder to develop operate and manage Greenfield BhogapuramInternational Airport in Andhra Pradesh. The airports are housed under your Company'ssubsidiary GMR Airports Limited (GAL).

Your Company's aviation business also comprises of GMR AviationPrivate Limited (GAPL) a 100% subsidiary of the Company which is operating in thegeneral aviation space.

An overview of these assets during the year is briefly given below:

Delhi International Airport Limited (DIAL)

DIAL is a subsidiary of the Company and its shareholding comprises ofGAL (64%) Airports Authority of India (AAI) (26%) and Fraport AG Frankfurt AirportServices Worldwide (Fraport) (10%). DIAL has entered into a long-term agreement tooperate manage and develop the Indira Gandhi International Airport (IGIA) Delhi.

Highlights of FY 2018-19:

DIAL nearly touched the 70 Mn passenger mark with 69.2 Mn passengertraffic in FY 2018-19 witnessing a growth of 5.5% over previous year with 7.6% growth ininternational traffic and 4.6% growth in domestic traffic. Slowdown in the months ofFebruary 2019 and March 2019 which can be attributed to the stress witnessed in theairlines industry impacted the overall growth in domestic traffic. During the year DelhiAirport achieved its highest ever monthly passenger traffic of 6.1 Mn in the month ofDecember 2018. Delhi Airport handled 460429 Air Traffic Movements (ATMs) and achieved thehighest ever per day movements of 1416 on May 14 2018. It also achieved another landmarkby crossing the 1 Mn MT of cargo in a year and clocked 1.04 MMT with an overall growth of8.3% over previous year led by 25% growth in the domestic cargo.

During the FY 2018-19 and after going through a consultative processconsidering that DIAL's current aeronautical charges for the second control periodending March 31 2019 had fallen below Base Airport Charges (BAC) AERA allowed DIAL tocharge the revised rates equivalent to (BAC +10% of BAC) from December 1 2018 andrevised X-ray baggage charges from February 1 2019.

DIAL celebrated first anniversary of the reopening of Terminal 2 whichhas enabled IGI Airport to become the 12th busiest Airport in the World withrespect to passenger traffic as recognized by ACI. DIAL also operationalized the AirportCargo Logistics Center with 100 percent occupancy. The non-aeronautical revenues continuedtheir double digit growth led by commercial non-aero income. With focus on increasing dutyfree sales DIAL undertook the complete refresh of its duty free facility to furtherenhance its offerings and improved the passenger experience.

DIAL's focus on operational excellence customer experience backedby strong organizational culture has helped sustain its leadership position in AirportService Quality. DIAL Airport was recognized as the Best Airport for service quality inthe region by ACI and Best Airport in Central Asia by Skytrax.

DIAL has initiated expansion of its airside infrastructure and terminalcapacity as per the approved Master Development Plan in order to cater to the futuregrowth in passenger and air traffic. The Phase 3A expansion includes among othersexpansion of Terminal 1 and Terminal 3 construction of a fourth runway along withenhancement of airfields and construction of taxiways which will expand capacity to 100Mn passengers annually.

Key Awards and Accolades received in FY 2018-19:

• Awarded the Best Airport in the region in its category inAirport Service Quality by ACI.

• Became the only Indian Airport to be rated as 4 star by Skytraxand ranked as best Airport in Central Asia and number 9 worldwide in 60-70 Mn category.

• Certified as India's First eAWB360 compliance Airport byInternational Air Transport Association (IATA).

• Won the Golden Peacock award for sustainability and nationaltraining award.

• Received the highest environmental recognition for Airports"Platinum" by ACI for Green Airports.

• Received the Hermes Platinum Award for Social Media Campaign"Creating Tomorrow Together."

• Delhi Cargo Terminal – Celebi received "Best ColdChain Cargo Terminal of the Year" in Cold Chain Industry Awards by FSC.

• National Award for Excellence 2018 by Confederation of IndianIndustry (CII).

• Received the CII National 5S Excellence Award.

• Grow Care Safety Award 2018 in Gold Category.

• Business Process Management (BPM) Asia Achiever's Award2018.

• Received various awards in the Garden Tourism Festival.

• Received India's Best Airport award organized by TravelLeisure Magazine 2.

• DIAL has added one more feather in its cap by winning an awardof Top 25 Innovative Companies in India.

GMR Hyderabad International Airport Limited (GHIAL)

GHIAL is a subsidiary of the Company and its shareholding comprises ofGAL (63%) AAI (13%) Government of Telangana (13%) and MAHB (Mauritius) Private Limited(11%) and has entered into a long-term agreement to operate manage and develop the RajivGandhi International Airport (RGIA) Hyderabad.

Highlights of FY 2018-19:

During the FY 2018-19 RGIA successfully handled over 21.3 Mnpassengers along with over 180000 ATMs. The passenger growth has been impressive with 17%increase YoY supplemented by a domestic traffic growth of 20% and international trafficgrowth of 9%. Overall ATM growth has been 21% YoY with domestic ATM growth at 6% andinternational ATM growth at 24% respectively YoY.

Presently RGIA is serving 64 destinations (16 international and 48domestic) with 18 foreign carriers and 9 domestic carriers. RGIA has witnessed one of thehighest percentage growth in passenger traffic and ATMs in the FY 2018-19 amongst allMetro Airports in India.

Further consolidating its position as an air cargo hub in the regionRGIA handled over 148000 metric tonnes of cargo during the FY 2018-19 resulting in anincrease of 8% YoY. The domestic cargo grew by 10% and international cargo grew by 7% YoY.

RGIA has a unique advantage as it is considered the gateway to SouthCentral India and caters to a large catchment area. With favourable growth in economy andincreasing prosperous middle income households GHIAL remains confident of sustaining thehigh traffic and business growth witnessed during the past few years.

MAJOR EVENTS AND ACHIEVEMENTS:

Route Development:

During FY 2018-19 a number of new destinations were added to HyderabadAirport's route network both on the domestic as well as the international front.During the period Flynas started their operations at Hyderabad connecting to Saudi Arabiaand Spicejet started daily flights to Bangkok.

On the domestic front Hyderabad Airport added connectivity toAmritsar Bhopal Dehradun Durgapur Imphal Kannur Port Blair Vadodara Udaipur. Underthe Government of India's Regional Connectivity Scheme (RCS) Hyderabad Airport wasconnected to Nasik.

Airport Expansion:

RGIA has witnessed robust growth of around 20% YoY in the last fewyears and a large scale expansion of the airport facility has been initiated to increasethe annual handling capacity accordingly.

In the intervening period in an effort to ensure continued growthmomentum for the business without compromising on the passenger experience GHIAL hascommissioned dedicated interim terminals for international departures and domesticarrivals. The Interim International Departure Terminal (IIDT) was inaugurated on October23 2018 and the Interim Domestic Arrival Terminal (IDAT) was inaugurated on March 232019. With the commissioning of these terminals Hyderabad Airport now has sufficientspare capacity to meet the capacity demand till the completion of ongoing expansion works.

As part of the capital expansion works GHIAL commissioned additionalcapacity both on the landside and airside during FY 2018-19 while the full scaleexpansion works for the main Passenger Terminal Building (PTB) were initiated.

During the year GHIAL commissioned 26 new aircraft parking standstowards the east of the PT Building on January 1 2019. With the addition of these standsthe airport now has 83 parking stands from the earlier 57 (47 remote and 10 aerobridges)thus enhancing the aircraft handling capacity by over 45%. The new stands can hold 22scheduled Code C aircrafts and 4 Code B aircrafts catering to general aviation or businessjets.

To cater to the increased vehicular traffic along with the growingpassenger traffic the arrival and departure ramps at the airport's forecourt areawere expanded to offer twice the number of vehicle lanes at both levels and the new rampshave now been put to use.

Operations:

In order to provide a unique customer experience GHIAL is continuouslyimproving the customer offerings through process and infrastructure improvements toenhance throughput and efficiency introduction of technology driven solutions and changein look and feel of the terminal ambience.

The major initiatives which came to fruition during FY 2018-19 are asfollows:

Operationalization and Transition to Interim Facilities

In addition to the newly constructed IIDT and IDAT facilities duringFY 2018-19 a number of other interim capacity enhancement measures were implemented andoperationalized including 20 interim aircraft parking stands which helped to boost theavailable capacity for base flight departures and peak hour operations.

Enhancing Runway Capacity

During the year GHIAL obtained re-declaration of capacity of the MainRunway from 33 to 36 hourly air traffic movements enhancing the number of slots availableduring peak hours and boosting overall handling capacity.

Night Operations on Secondary Runway

The full length parallel taxiway–cum-secondary runway at theairport was upgraded to handle full scale night operations and following a series oftrials DGCA accorded its formal approval for night operations on the upgraded facility.With this Hyderabad Airport now offers truly 24x7 operations with the ability toseamlessly transition operations between primary and secondary runways irrespective oftime of day.

Automated Tray Retrieval Systems (ATRS)

Introduction of modern Automated Tray Retrieval Systems (ATRS) for handbaggage screening of passengers coupled with the operationalization of country'sfirst Remote Screening facility helped to bring about significant reduction in securitycheck wait times and improved passenger experience. This initiative helped enhancethroughput without having to increase manpower significantly. During the year allsecurity check lanes in the Domestic Departure area of the terminal have been converted toATRS making Hyderabad Airport the first in the country to achieve this feat.

Facial Recognition Based Passenger Processing System

Hyderabad is the first and only airport in the country to start trialsof Face Recognition based end-to-end passenger processing systems under DigiYatra.Presently trials have been running successfully for staff and the same shall soon berolled out for passengers.

Hyderabad Airport Metro Link

Government of Telangana announced plans to connect the airport via ahigh-speed rail link to the heart of the city. This will enhance the airport connectivityand will provide additional mode of transportation for the airport visitors andpassengers.

Conversion of Taxiway Center Line Lights to Smart LED

The airport has completed the conversion of 715 Taxiway Center Linelights from conventional Halogen to the innovative and energy efficient Safe LED IQ lamps.The project took a month to complete without any impact to airport operations. With thismilestone Hyderabad International Airport has converted around 58% of Airfield GroundLighting to LED lamps. Around 80% of the entire lights at the airport is now on LED.

Commercial/Non-aero

GHIAL added 13 new stores by renowned brands such as BIBA Jockey &Speedo Almond House Gadget Studio and Forest Essentials in the Airport Terminalincreasing the range of offerings and choices for the passengers and helping to enhancethe non-aeronautical revenues.

During the year under review GHIAL launched a Rewards &Recognition Programme to create a healthy competition among concessionaires with focus onsales growth and customer service.

Key Awards and Accolades received in FY 2018-19:

• Ranked World #4 in Airport Service Quality (ASQ) survey in the15-25 MPPA category for 2018

• Won "Best Regional Airport" in Skytrax World AirportAwards 2019 in India and Central Asia

• Won "Best Airport Staff" award by Skytrax WorldAirport Awards 2019 in India and Central Asia

• Received ACI Asia-Pacific Green Airports Silver Recognition2019 towards efforts in environmental sustainability (water conservation through rainwater harvesting)

• Received ACI Asia-Pacific HR Excellence Bonze Recognition in2019 towards the organizational efforts in the area of "Change Management"

• Won Excellent Energy Efficient Unit Award by the Confederationof Indian Industry (CII)

• Won ‘Smart Cargo Airport of the Year' by MaritimeGateway

• Secured 1st place in ICAI's Excellence in CostManagement for FY 2016-17 in Transportation and Logistics Category

• Won CSR Excellence Award 2018 by Institute of CompanySecretaries of India (ICSI)

• Secured 4 star recognition in CII – EHS Excellence Award2018 by CII

• Won Golden Peacock CSR Award for 2017

• ACI Asia-Pacific Young Executive of the Year 2019 was awarded toMr. Tasneem Ejaz of RGIA for a research paper on "How airports can understand andcapitalize on their passengers' needs to advance their strategic vision".

GMR Megawide Cebu Airport Corporation (GMCAC)

GMCAC a JV between GMR Group (40%) and Megawide Corporation (60%)entered into a concession agreement with Mactan Cebu International Airport Authority fordevelopment and operation of Mactan Cebu International Airport (Cebu airport) for a periodof 25 years. GMCAC took operational responsibility of the airport in November 2014 and hasnow been successfully operating the airport for nearly 54 months.

Highlights of FY 2018-19:

GMCAC continues to work with tourism bodies of Philippines andneighboring countries along with travel agents airlines and other Government bodies toboost tourism in Cebu. Continued focus on South Korea and Japan along with addition ofseveral new routes from China led to total traffic growth of over 15% in 2018.

GMCAC also inaugurated a new international terminal in July 2018 withworld class facilities for passengers and state of the art operating equipment. The newTerminal was inaugurated by the President of Phillipines to rave reviews. The growth inrevenues due to commissioning of this new terminal has been above expectation till date.GMCAC is now undertaking renovation of domestic terminal and expects to complete it bySeptember 2019. Post renovation the new terminal will provide for more commercial areasfor passengers better facilities and expand the overall capacity of Terminal 1 to 11 Mnpax from existing 4.5 Mn pax.

GMR Goa International Airport Limited (GGIAL)

GGIAL has been granted exclusive right license and authority todevelop operate and maintain the Mopa airport at Goa for 40 years with extension optionfor another 20 years. Government of Goa (GoG) has already provided vacant access and Rightof Way (RoW) to GGIAL for more than 99.5% of the land identified for the project.

All Conditions Precedent for the project are completed Rehabilitationand Resettlement Works for Project Affected Families (PAF) have been completed. Earthworks and substructure works for PTB and ATC are in progress. GGIAL is working closelywith Government of Goa to resolve the pending appeals on the validity of the environmentclearances granted to the project.

Airport Land Development (ALD)

The airport land development business presents an exciting opportunityand is a key value driver for the group that possesses valuable real estate as part of itsairport concessions. Aerocity at Delhi is a 230 acre master planned development withpresence of 11 reputed hospitality players (more than 4000 keys) and 1.5 Mn sq. ft. ofOffice and Retail. Next Phase of development has already been initiated with award of 5 Mnsq. ft. (with an option of additional 5 Mn sq. ft.) at Aerocity to a consortium led byBharti Realty Limited. The transaction is the largest land deal by value in Delhi-NCR andhas set a new benchmark for valuation in the sector. Airport City at Hyderabad is spreadover 1463 acres with an integrated ecosystem comprising commercial offices retailentertainment logistics as well as SEZ. The year marked the launch of GMR Business Parka world-class integrated office development spanning ~ 1 Mn sq. ft. of which 0.2 Mn sq.ft. is already operational and another 0.2 Mn. sq. ft. is under construction. Withoccupants such as Decathlon Safran and Amazon in retail industrial and warehousingsegments significant progress has been achieved in land monetization at Hyderabad. Goaairport land development is envisaged as a retail-entertainment destination spread across232 acres of commercial land at the airport.

Energy Sector

Energy Sector companies are operating around 4400 MWs of Coal GasLiquid fuel and Renewable power plants in India and around 2300 MWs of power projects areunder various stages of construction and development besides a pipeline of otherprojects. The Energy Sector has a diversified portfolio of thermal and hydro projects witha mix of merchant and long term Power Purchase Agreements (PPA).

Following are the major highlights of the Energy Sector:

A. Operational Assets:

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

The Plant consists of 2 x 300 MW coal fired units with allassociated auxiliaries and Balance of Plant Systems. GWEL has a Coal Supply Agreement withSouth Eastern Coalfields Limited (SECL) for a total Annual Contracted Quantity (ACQ) of2.6 Mn Tonnes per annum.

During the year the Plant has achieved availability of 76%and Gross Plant Load Factor (PLF) of 74%.

Plant achieved lower plant availability and PLF due tosevere coal supply shortage across the industry.

We expect the coal supply levels will increase during theyear and more coal will be taken through alternative modes like e-auction of coal.

Many favorable verdicts were given for "Change inLaw" and "Coal Pass Through" related regulatory issues.

Plant was awarded with many prestigious awards during theyear some of them are as below:

• Awarded with the prestigious "Global performance excellenceaward-2018- World class" in service category by Asia Pacific Quality Organization(APQO) in the 24th International conference at Abu Dhabi.

• Awarded with "National Award for Excellence in EnergyManagement" by CII.

• Awarded with "MEDA 13th State Level Award forExcellence in Energy Conservation and Management by Government of Maharashtra".

• Awarded with "Shrestha Suraksha Puraskar Award 2018"by NSCI for effective implementation of Occupational Safety and Health Management System.

• Declared winner of "Golden Peacock Award for CorporateSocial Responsibility-2018" for Initiatives in Corporate Social Responsibility.

2. GMR Kamalanga Energy Limited (GKEL) – 1050 MW:

GKEL subsidiary of GMR Energy Limited has developed 1050 MW(3x350) coal fired power plant at Kamalanga Village Odisha.

The plant is supplying power to Haryana through PTC India Limitedto Odisha through GRIDCO Limited and to Bihar through Bihar State Power Holding CompanyLimited.

85% of the capacity is tied-up in long term PPAs.

GKEL has Fuel Supply Agreement (FSA) for 2.14 MTPA firm linkagefrom Mahanadi Coalfields Limited (MCL). GKEL secured another 1.5 MTPA long-term FSA underSHAKTI linkage auction during the year.

During this period GKEL achieved availability of 87% and PLF of73%. Lower Availability and PLF was due to planned maintenance and unsold power onmerchant sale.

3. GMR Chhattisgarh Energy Limited (GCEL) – 1370 MW:

GCEL is a 1370 MW (2 x 685 MW) pulverized coal- fired supercritical technology based plant in Raipur district in the State of Chhattisgarh.

During the year GCEL supplied 500 MW to Gujarat Discom (GUVNL)under short-term case 4 bid PPA for April to Nov-2018. GCEL won a revised bid under samearrangement for 1000 MW and commenced supply from January 2019 onwards.

The Consortium Lenders of GCEL adopted the "Change inManagement" as a Resolution Plan (RP) in accordance with the Guidelines issued byReserve Bank of India.

Accordingly on June 29 2019 definitive Share Purchase Agreementhas been signed with Adani Power Limited (APL) for the sale of the entire stake 47.62% inGMR Chhattisgarh

Energy Limited (GCEL) held by your Company's wholly ownedsubsidiary GMR Generation Assets Limited (GGAL).

4. GMR Vemagiri Power Generation Limited (GVPGL) - 370 MW:

GVPGL a wholly owned subsidiary of GEL operates a 370 MW naturalgas-fired combined cycle power plant at Rajahmundry Andhra Pradesh.

GVPGL did not operate in the last financial year due to scarcity ofgas.

Due to addition of Renewable capacities efforts and discussionswith Government is on to operate GVPGL through relaunching of e-RLNG scheme.

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

GREL is a 768 MW (2 x 384 MW) combined cycle gas based powerproject at Rajahmundry Andhra Pradesh.

GREL has executed a resolution plan with the lenders for theoutstanding debt of र 2353 Crore.

The key features of the Resolution Plan are:

• The existing Debt of र 2353 Crore has been brought downto a Sustainable Debt of र 1412 Crore.

• Against above Sustainable debt of र 1412 Crore GMR Grouphas already infused an amount of र 395 Crore towards meeting 20% of Principaltowards repayment of the Sustainable Debt and the interest servicing obligations of GRELfor the first year.

• This leaves balance outstanding Sustainable debt of र 1130 Crore carrying a floating rate of 9% p.a repayable over 20 years.

• The Balance Debt of र 941 Crore has been converted intoLong Dated Cumulative Redeemable Preference Shares (CRPS) carrying 0.1% coupon rate whichis repayable from 17th to the 20th year.

6. Barge mounted Power Plant of GMR Energy Limited (GEL)Kakinada:

GEL owns the 220 MW combined cycle barge mounted power plant atKakinada Andhra Pradesh. There was no generation of power by the barge mounted powerplant during the year ended March 31 2019 on account of non- availability of gas.

Plant is kept under preservation since March 2013. Preservationmethods were adopted based on Original Equipment Manufacturers' (OEM) procedures.

Efforts are ongoing to find a suitable buyer for the asset.

7. GMR Power Corporation Limited (GPCL) Chennai:

GPCL a subsidiary of GEL owned the 200 MW diesel powered powerplant and was selling power to Tamil Nadu Generation and Distribution Corporation.

Plant had long term PPA with TANGEDCO for 15 years which wasextended for additional period of one year. PPA has since expired. The plant was inpreservation mode.

GPCL Plant has been dismantled and the land handed over toTANGEDCO.

8. GMR Gujarat Solar Power Limited (GGSPL) Charanka VillageGujarat:

GGSPL a wholly owned subsidiary of GEL operates 25 MW Solar powerplant at Charanka village Patan district Gujarat. GGSPL has entered into 25 year PPAwith Gujarat Urja Vikas Nigam Limited for the supply of entire power generation. GGSPLattained commercial operation on March 4 2012. M/s. Solarig Gensol has been awardedO&M contract of the Plant for a period of 5 years. Plant achieved a gross PLF of 17.7%for FY 2018-19 and recorded operating revenue (post straight lining) of र 36.38Crore during this period. Plant has maintained ISO 9001 ISO 14001 OHSAS 18001certifications since June 2015.

9. GMR Rajam Solar Power Private Limited (GRSPPL) Rajam:

GRSPPL a wholly owned subsidiary of GEL commissioned a 1 MW Solarpower plant in Rajam Andhra Pradesh in January 2016. The Company has signed a 25 year PPAwith both GMR Institute of Technology (700KW) and GMR Varalakshmi Care Hospital (300KW)for the sale of power generated. M/s Enerpac has been awarded O&M contract for thePlant for a period of 5 years. Plant achieved gross PLF of 14.4% for FY 2018-19 andrecorded revenue of र 0.87 Crore during the period.

10 GMR Generation Assets Limited (Formerly GMR Renewable EnergyLimited) (GGAL) Kutch:

GGAL a wholly owned subsidiary of your Company commissioned a 2.1 MWwind based power plant at Moti Sindhodi Village Kutch District Gujarat in July 2011.GGAL has signed a 25 year PPA with Gujarat Urja Vikas Nigam Limited ("GUVNL")with respect to the entire power generated from the Plant. M/s. Suzlon has been awardedO&M contract of the Plant for period of 5 years.

11. GMR Power Infra Limited (GPIL) Tamil Nadu:

GPIL a wholly owned subsidiary of your Company commissioned a 1.25 MWwind based power plant at Muthayampatty Village Tirupur District Tamil Nadu in December2011. GPIL has signed a 20 year PPA with TANGEDCO with respect to the entire powergenerated from the Plant. M/s. Suzlon has been awarded O&M contract of the Plant forperiod of 5 years.

B. Projects:

1. GMR Bajoli Holi Hydropower Private Limited (GBHHPL) - 180 MW:

GBHHPL a subsidiary of GEL is implementing 180 MW hydropower plant on the river Ravi at Chamba District Himachal Pradesh.

GBHHPL has already achieved financial closure and tied-upthe debt requirement of र 1380 Crore.

GBHHPL had also executed the Connectivity Agreement with HPPower Transmission Corporation Limited and Long Term

• Access Agreement with Power Grid Corporation of India Limited(PGCIL) for evacuating power outside Himachal Pradesh.

The construction works of the project including HRTexcavation Dam Concreting and Power House Concreting along with E&M works are in fullswing. Majority of the underground works like Surge/Pressure Shaft Tunneling etc. havebeen completed or are in advanced stage of completion. Overall progress of more than 80%has been achieved till end of FY 2018-19.

2. GMR Upper Karnali Hydro Power Public Limited (GUKPL) –900 MW:

GUKPL a subsidiary of GEL is developing 900 MW Upper KarnaliHydroelectric Project (HEP) located on river Karnali in Dailekh Surkhet and AchhamDistricts of Nepal.

Post execution of Project Development Agreement (PDA) several keyactivities have been completed. Technical design of the Project has been finalized postdetailed technical appraisal by a seven member Panel of Experts (empaneled with IFC) andHydraulic model studies.

An MoU for sale of power to Bangladesh was executed in April 2017.The PPA negotiations for the same are in advance stage and the PPA signing is expected inthe next FY 2019-20. EPC Bids have been received and first round of technical discussionshave been completed.

Total land identified for the Project comprises of forest land andprivate land. As for private land negotiation has been completed and MoU has beenexecuted with Rehabilitation Action Plan (RAP) committees for acquisition andapproximately 7.4 Ha of private land was acquired till March 2019. Whereas for forestland Deed of Agreement for forest land was executed with Department of Forest (DoF)Government of Nepal (GoN) in October 2017 post cabinet approval and tree cutting processinitiated. 12.45 Ha of forest land has been already acquired for infra works and treecutting work completed.

Power Evacuation is proposed through 400KV D/C transmission linefrom Bus bar of project to Bareilly Pooling point of PGCIL in Uttar Pradesh India. Nepalportion transmission line (from project's Bus bar up to Indo-Nepal border) is to bedeveloped by Karnali Transmission Company Private Limited (KTCPL) a GMR Group Company andIndian portion up to Bareilly will be developed by GoI. Post execution of the Power TradeAgreement (PTA) between GoI and GoN and the SAARC energy pact between SAARC nationsrevised cross border guidelines has been notified by GoI and cross border trade ofelectricity regulation has been notified by CERC.

3. GMR (Badrinath) Hydro Power Generation Private Limited(GBHPL) - 300 MW:

GBHPL a subsidiary of GEL is in the process of developing a 300MW hydroelectric power plant on Alaknanda river in the Chamoli District of UttarakhandState. The project has received all major statutory clearances like Environmental andTechno economic concurrence from Central Electricity Authority (CEA). The projectconstruction is held up on account of stay order issued by the Hon'ble Supreme Courton 24 hydro power projects in the State of Uttarakhand vide its order dated May 7 2014and the said order is in force till date.

The Environmental Clearance (EC) of the project was granted byMinistry of Environment Forest & Climate Change (MoEF & CC) on March 12 2008which was valid for 10 years from the date of issue. Considering the delay in commencementof construction we placed application with MoEF & CC for extension of validity of EC.However the application was considered by Expert Appraisal Committee (EAC) of MoEF &CC during 12th EAC meeting held on March 28 2018 and the EAC considered thegrant of extension of validity of EC accorded earlier but as the case is sub-judicebefore Hon'ble Supreme Court EAC deferred the proposal till the final order of thecourt in this regard.

4. Himtal Hydropower Company Private Limited (HHCPL) – 600MW:

HHCPL a subsidiary of GEL is developing a 600 MW UpperMarsyangdi-2 Hydroelectric Power Project on the river Marsyangdi in Lamjung and ManangDistricts of Nepal.

Binding documentations had been executed for 100% stake sale withChinese and Nepalese investors on an Enterprise Value basis for which Share PurchaseAgreement (SPA) had been signed on May 5 2018.

97% stake sale has been completed in FY 2018-19.

5. GMR Londa Hydropower Private Limited (GLHPPL) - 225 MW:

GLHPPL a subsidiary of GGAL is developing a 225 MW project in EastKameng district in Arunachal Pradesh. The Detailed Project Report (DPR) has been preparedand has received techno-economic concurrence from the CEA. The Expert Appraisal Committee(EAC) of Ministry of Environment Forest and Climate Change (MoEF & CC) hasrecommended Environmental Clearance and accordingly MoEF & CC had issued in-principleclearance to this project. However formal Environmental Clearance shall be granted byMoEF & CC after obtaining the Forest- stage-I clearance. Defence clearance for settingup the project has been received from Ministry of Defence Government of India. The forestland diversion proposal is under scrutiny of MoEF & CC.

C. Mining Assets:

1. PT Barasentosa Lestari (PTBSL):

PTBSL has coal mine in South Sumatra Province with more than 393 MTCoal Resources in ~23300 Hectares and total mineable reserves of about 195 Mn Metric Ton(MMT). A conditional share purchase agreement (CSPA) was signed with PT Golden EnergyMines Tbk (PT GEMS) on May 12 2017 for sale of PTBSL. PT GEMS acquired PT BSL and thetransaction was successfully completed in September 2018.

2. PT Golden Energy Mines Tbk (PT GEMS):

Group through its overseas subsidiary GMR Coal Resources Pte. Limitedholds 30% stake in PT GEMS a group company of Sinarmas Group Indonesia. PT GEMS alimited liability company is listed on the Indonesia Stock Exchange. PT GEMS is carryingout mining operations in Indonesia through its subsidiaries which own coal miningconcessions in South Kalimantan Central Kalimantan and Sumatra. PT GEMS is also involvedin coal trading through its subsidiaries. Coal mines owned by PT GEMS and its subsidiarieshave total resources of more than 2.0 billion tons and Joint Ore Reserves Committee (JORC)certified reserves of more than 620 MT of thermal coal. GMR Group has a Coal off takeAgreement with PT GEMS which entitles GMR to off take coal for 25 years. GEMS earned aprofit after tax of USD 100 Mn during 2018. Out of 2018 profits GEMS has declared theinterim dividend of USD 35 Mn in 2018. The Coal Supply Agreement (CSA) with GEMS becameoperational from November 2017 pursuant to the SGX approval in August 2017. Till date thecoal offtake under CSA is 1.37 Mt.

Transportation Highways

GMR Highways Limited a subsidiary of your Company is one of theleading highways developers in India with 6 operating highways in its portfolio. During FY2018-19 the focus was on cash flow improvement and resolving the pending arbitrationclaims to contest undue policy factors which have impacted the projects adversely.Sufficient progress was made in this regard.

Urban Infrastructure

The Group is developing a 2100 acre multi product Special InvestmentRegion (SIR) at Krishnagiri near Hosur in Tamil Nadu and 10400 acre Port- basedmulti-product SIR at Kakinada Andhra Pradesh.

Krishnagiri SIR

GMR Group with an objective of building world class industrialinfrastructure in India is setting up an SIR at Hosur Tamil Nadu just 45 kms fromElectronic City Bengaluru. The location provides unique advantage of multi-modalconnectivity with National and State Highways and a railway line running alongside.Krishnagiri SIR plans to house the following industrial clusters:

Automotive & Ancillary

Defence and Aerospace

Precision Engineering

Logistics and Warehousing

Electronics Product Manufacturing & Electrical

Textile and Food Processing

• Currently about 275 Acres is being developed as Phase 1A.

Project Progress:

GKSIR is actively pursuing several leads both within India and abroadin Auto Components Aerospace & Defence Precision Engineering Logistics andWarehousing etc. and are on the verge of signing up with a few clients soon. The laying offoundation stone by the Hon'ble. Chief Minister of Tamil Nadu last year has given a boostto the project. The Company has received all approvals like Environmental Clearance fromMoEF Consent to Establish from TNPCB Planning Approval from state Town PlanningAuthority (DTCP) trunk infra like power and water etc. GKSIR started the infrastructuredevelopment works in Phase 1A like site levelling road works culverts street lightingetc. Further an MoU has been signed with TANGEDCO for setting up 230 KV substation withinthe SIR. In June 2019 the test charging of the sub-station was completed successfully andthe commissioning is expected shortly. Also civil works for the 33KV sub-station areunder progress within Phase 1A. These developments have also been instrumental inattracting many Indian and International companies for setting-up their manufacturingfacilities as part of their future expansion plans. The Company is currently in advancedstages of discussion with a few potential clients to lease land in the SIR.

Kakinada SEZ/ SIR

GMR Group owns 51% in Kakinada SEZ Limited (KSEZ) which is developingKakinada SEZ / SIR in the State of Andhra Pradesh in proximity to the cities of Kakinadaand Visakhapatnam. It is situated in the Government of Andhra Pradesh's PCPIR(Petroleum Chemical Petrochemical Investments Region) and hydro- carbon rich East GodavariDistrict thereby providing excellent potential for its development as a future hub forRefinery and Petrochemical based industries. With an area spanning over 10400 acresKakinada SEZ / SIR will be a self-contained Port-based Industrial park with ideallydesigned core infrastructure industrial common infrastructure business facilitationinfrastructure and social infrastructure.

Project Progress:

KSEZ has signed Concession Agreement with Government of AndhraPradesh on November 21 2018 for developing Commercial Port on DBFOT basis for whichfoundation stone has been laid by the then Chief Minister of Andhra Pradesh Shri N ChandraBabu Naidu.

Government of Andhra Pradesh has signed an MoU with HaldiaPetrochemicals Limited on January 4 2019 for development of Integrated Crude to ChemicalsManufacturing complex producing GasolineDieselParaxylene along with other Polymer andPetrochemical products in suitable land parcel (approximately 2500 acres) within KakinadaSEZ. Investment of the project shall be approximately र 62714 Crore and is expectedto generate 500000 direct and indirect new jobs including those in the downstreamindustries.

Currently KSEZ has generated employment approximately for 1000people through running units such as Nekkanti Sea foods Pals Plush and Rural BPO. AlsoKSEZ attracted investments from Sea food processing plants (Sandhya Aqua Devi fisheriesLimited Continental fisheries Limited) and is expected to generate employment toapproximately 1500 locals in the next one year.

GMR has signed an MoU with Andhra Pradesh Gas DevelopmentCorporation (APGDC) on October 9 2018. APGDC shall provide piped natural gas to theIndustrial customers of KSEZ. Necessary infrastructure shall be built by APGDC at theircost. Availability of piped natural gas in KSEZ is a differentiator which makes KSEZcompetitive over other Industrial parks.

A 900 KLD water treatment plant has been commissioned at theproject site and is supplying water to clients. The project has been getting severalenquiries from companies in the space of oil and gas glass and ceramics chemicalspetrochemicals and associated downstream industries etc. over past one year.

EPC

Pursuant to the strategic decision taken to pursue EPC opportunitiesoutside GMR Group and consequent to the Group's entry into Railway Projects during FY2013-14 significant progress has been achieved in the construction of 2 Dedicated FreightCorridor Corporation (DFCC) projects (201 and 202) in the State of Uttar Pradesh andpackage 301 and 302 in the States of Haryana Uttar Pradesh and Punjab. Track laying workalso commenced in 201 and 202. The Company also achieved substantial completion of twoother smaller Rail Vikas Nigam Limited (RVNL) projects in the States of Andhra Pradesh andUttar Pradesh that were awarded in previous years.

RAXA

Raxa Security Services Limited an ISO 9001:2015 and 18788:2015certified company established in July 2005 provides Integrated Security solutions andtechnical security to industrial and business establishments. To enable the delivery ofquality services a State-of-the-Art Security Training Academy was established with bestin class training and administrative infrastructure on the outskirts of Bengaluru. Raxaemploys over 5000 personnel and has operations across 18 states. Adding to its repertoireof several prestigious clients Raxa bagged contracts of some more premier clients such asBiocon Bosch Kia Motors and others. It also provided security services to importantevents such as the IPL matches Airtel – Hyderabad and Tata Steel – Kolkatamarathon runs and the Sunburn DJ Snake performances at Delhi and Hyderabad. For the firsttime Raxa conducted a one – year ‘Assignment Manager cum Security Officer'course for graduate students from Odisha under DDUGKY (Deen Dayal Upadhyaya GrameenKaushalya Yojana) – ORMAS (Odisha Rural Development and Marketing Society) scheme.During the year it also conducted its short-term Advance Security Management Course forseveral senior security professionals from Corporation Bank Syndicate Bank and BharatDiamond Bourse as well as senior army personnel employed with corporates/ looking forcorporate employment.

GMR Aviation Private Limited (GAPL)

GAPL owns and operates one of the best fleet in the country andaddresses the growing need for charter services. In order to boost revenues andrationalize overhead costs GAPL has entered into a management contract with Jet Set Go– a general aviation fleet aggregator commonly referred to as the "Uber of theSkies". As per the agreement Jet Set Go has taken responsibility for operations andsourcing of external clients for the use of our aircrafts and the business has shownmarked improvement over the past years with 2 aircrafts recording the highest number ofhours flown on an annual basis. All maintenance contracts have also been renegotiatedleading to a reduction in costs. We are confident that GAPL will continue on theturnaround path.

Consolidated Financial Statements

In accordance with the Companies Act 2013 and Ind AS 110 -Consolidated Financial Statements read with Ind AS 28 – Investments in Associates andJoint Ventures the audited consolidated financial statements is provided in the AnnualReport.

Holding Subsidiaries Associate Companies and Joint Ventures

GMR Enterprises Private Limited remains the holding company of yourCompany.

As on March 31 2019 the Company has 113 subsidiary companies apartfrom 39 direct associate companies and joint ventures. During the year under review theentities listed below have become or ceased to be Company's subsidiaries or associatecompanies/ JVs. The Policy for determining material subsidiaries may be accessed on theCompany's website at the link: https://investor.gmrgroup.in/policies. The completelist of subsidiary companies and associate companies (including joint ventures) as onMarch 31 2019 is provided in Annexure ‘F' to this Report.

GMR Airports International BV and GMR Logistics Park Private Limitedbecame subsidiaries of the Company during the year under review. Further GMRInfrastructure Airports (Mauritius) Limited Himtal Hydropower Company Private Limited PTUnsoco PT Dwikarya Sejati Utama PT Duta Sarana Internusa PT Barasentosa Lestari andAsia Pacific Flight Training Academy Limited ceased to be subsidiaries during the FY2018-19.

During the year under review GMR Highway Projects Private Limited(GHPPL) ceased to be a subsidiary of the Company after being struck off from the Registerof Companies pursuant to an application made by GHPPL. Further GMR Hosur EMC Limitedceased to be a subsidiary of the Company pursuant to amalgamation with its holdingcompany GMR Krishnagiri SIR Limited also a subsidiary of your Company.

Heraklion Crete International Airport Societe Anonyme DIGI YatraFoundation Mactan Travel Retail Group Co. SSP-Mactan Cebu Corporation GMR TenagaOperations and Maintenance Private Limited and Megawide GMR Construction JV Inc. becameAssociates of your Company.

Report on the highlights of performance of subsidiaries associates andjoint ventures and their contribution to the overall performance of the Company has beenprovided in Form AOC-1 as Annexure ‘A' to this Report.

Directors' Responsibility Statement

To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Section 134(3)(c) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for theyear ended March 31 2019 the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any;

b) that such accounting policies as mentioned in Note no. 2 of theNotes to the financial statements have been selected and applied consistently and judgmentand estimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2019 and of the loss of theCompany for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) that the annual financial statements have been prepared on a goingconcern basis;

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

f) that proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

Corporate Governance

The Company continues to follow the Business Excellence frameworkbased on the Malcolm Baldrige Model for continuous improvement in all spheres of itsactivities. Your Company works towards continuous improvement in governance practices andprocesses in compliance with the statutory requirements.

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

Business Responsibility Report

As stipulated under Regulation 34(2)(f) of SEBI LODR the BusinessResponsibility Report describing the initiatives taken by the Company from environmentalsocial and governance perspective is attached as part of the Annual Report.

Contracts and arrangements with Related Parties

All contracts / arrangements / transactions entered by the Companyduring the FY 2018-19 with related parties were in the ordinary course of business and onarm's length basis. During the year the Company had not entered into any contract /arrangement / transaction with related parties which could be considered material inaccordance 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 atarm's length basis Form AOC-2 is not applicable.

The Policy on related party transactions as approved by the Board maybe accessed on the Company's website at the link: https://investor.gmrgroup.in/policies. Your Directors draw attention of the members to Note no. 34 to the standalonefinancial statements which sets out related party disclosures.

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee (CSR Committee) hasformulated and recommended to the Board a Corporate Social Responsibility Policy (CSRPolicy) indicating the activities to be undertaken by the Company which was approved bythe Board. The CSR Policy may be accessed on the Company's website at the link:https://investor.gmrgroup. in/policies.

The Company has identified three focus areas towards the communityservice / CSR activities which are as under:

Education

Health Hygiene & Sanitation

Empowerment & Livelihoods

During the year the Company was not required to spend any amount onCSR as it did not have any profits. Accordingly it has not spent any amount on CSRactivities directly. However the Company through its subsidiaries/ associate companiesand group companies spent an amount of र 36.86 Crore during the year. The detailsof such activities carried out with the support of GMR Varalakshmi Foundation (GMRVF)Corporate Social Responsibility arm of the GMR Group have been highlighted in BusinessResponsibility Report. The Annual Report on CSR activities along with CSR policy isannexed as Annexure ‘B' to this Report.

Risk Management

The GMR Group's Enterprise Risk Management (ERM) philosophy is"To integrate the process for managing risk across GMR Group and throughout itsbusinesses and lifecycle to enable protection and enhancement of stakeholder value."With significant changes in business environment over the last couple of years yourCompany's businesses face emerging risks that require effective risk managementframework and dedicated resources to implement the framework.

Your Company's ERM framework follows the current best practices inorder to achieve Company's objectives.

Significant developments during the year under review are as follows:

Risk assessment was carried out in detail at bid stage for SofiaInternational Airport (Bulgaria) Nagpur Airport Lucknow Airport Jaipur AirportAhmedabad Airport Mangalore Airport Trivandrum Airport Guwahati Airport and BhogapuramInternational Airport (Andhra Pradesh). Risk assessment of key business assumptions madefor each of the bids was carried out by ERM for enabling informed decision-making;

ERM has continued to carry out regular risk assessment of ongoingrailway projects under DFCC in coordination with project management teams.

The Group is working on several fronts to address the financing risksassociated with the nature of its business.

The Company is focused on unlocking the value potential of its Airportsbusiness. In addition the management has continued thrust on greater cash flow fromoperations with greater profitability focus asset monetisation and collection ofregulatory receivables. Taking into account the stress in the banking sector the Groupwhere market conditions are favourable has decided to raise bonds for its financing needsas against depending on loans from the banks. We have successfully done the same at boththe Delhi and Hyderabad airport operations. The Company is also working closely withlenders for two of our stressed energy projects which have undergone Strategic DebtRestructuring to address issues keeping in view the most recent RBI guidelines.

Updates on ERM activities are shared on a regular basis with ManagementAssurance Group (MAG) the Internal Audit function of the Group.

The Company has in place the Risk Management Policy duly approved bythe Board of Directors. A risk management committee has been formed during the year 2019.

A detailed note on risks and concerns affecting the businesses of theCompany is provided in MDA.

Internal Financial Controls

The Company has adopted policies and procedures including the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business includingadherence to the Company's policies safeguarding of its assets prevention anddetection of fraud and errors accuracy and completeness of the accounting records andtimely preparation of reliable financial disclosures under the Companies Act 2013.

During the year under review such controls were reviewed and tested bythe internal audit department of the Company. The Statutory Auditors of the Company havealso tested the Internal Controls over financial reporting.

There were no reportable material weakness observed in the design oroperating effectiveness of the controls except for the matter qualified by statutoryauditor in audit report on internal financial controls for both standalone andconsolidated financial statements.

Directors and Key Managerial Personnel

During the year under review Mr. Vikas Deep Gupta was regularised asDirector from the position of Additional Director at the 22nd Annual GeneralMeeting of the Company. Further Mr. Vikas Deep Gupta resigned from the position ofDirector of the Company with effect from closure of business hours of December 20 2018.

Mr. Madhva Bhimacharya Terdal Chief Financial Officer of the Companyresigned from his position with effect from closing of business hours on February 14 2019and Mr. Saurabh Chawla was appointed as Executive Director- Finance and Strategy in thecategory of Chief Financial Officer with effect from February 15 2019.

With effect from August 8 2019 Mr. Madhva Bhimacharya Terdal wasappointed as an Additional Director and Whole-Time Director subject to the approval ofshareholders at the ensuing Annual General Meeting.

In accordance with the provisions of the Companies Act 2013 and theArticles of Association of the Company Mr. B.V.N. Rao retire by rotation at the ensuingAnnual General Meeting of the Company and being eligible has offered himself forre-appointment.

Annual performance evaluation of the Board its Committees andindividual directors pursuant to the provisions of the Companies Act 2013 and thecorporate governance requirements under SEBI LODR have been carried out. The performanceof the Board and its committees was evaluated based on the criteria like composition andstructure effectiveness of processes information and functioning etc.

The Board and the Nomination and Remuneration Committee reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspects ofhis role.

The Company's Nomination and Remuneration Policy for DirectorsKey Managerial Personnel and Senior Management is annexed as Annexure ‘C' tothis report.

Declaration of Independence

The Company has received declarations from all the IndependentDirectors confirming that they meet the criteria of independence as prescribed both underSection 149(6) of the Companies Act 2013 and Regulation 16 of SEBI LODR and there hasbeen no change in the circumstances affecting their status as Independent Directors of theCompany.

Further the Independent Directors have confirmed that they havecomplied with the Code for Independent Directors prescribed in Schedule IV to the

Act and also complied with the Code of Conduct for directors and seniormanagement personnel formulated by the Company.

Auditors and Auditors' Report

Statutory Auditors

As per sub section (2) of Section 139 of the Companies Act 2013 aCompany can appoint a firm of auditors for a maximum of two terms of five years each andas per the first proviso a firm of auditors which has completed two terms of five yearseach cannot be re-appointed unless a period of five years has elapsed since the end of theprevious term. Accordingly S. R. Batliboi & Associates LLP Chartered Accountants whohave completed 10 years of service to the Company cannot be continued further.

The Board at its meeting held on August 8 2019 has recommended theappointment of Walker Chandiok Co LLP Chartered Accountants as Statutory Auditors of theCompany and to hold office for a period of 5 consecutive years from the conclusion of the23rd AGM till the conclusion of the 28th AGM.

Your Company has obtained consent of Walker Chandiok Co LLP andreceived a certificate in accordance with Section 139 141 and other applicable provisionsof the Act to the effect that their appointment if made shall be in accordance with theconditions prescribed and that they are eligible to hold office as Statutory Auditors ofthe Company.

Statutory Auditors' Qualification / Comment on the Company'sStandalone Financial Statements

1) As detailed in note 5(5) to the accompanying standalone Ind ASfinancial statements for the year ended March 31 2019 GMR Energy Limited(‘GEL') GMR Vemagiri Power Generation Limited (‘GVPGL') and GMRRajahmundry Energy Limited (‘GREL') have ceased operations and have beenincurring significant losses with a consequential erosion of net worth resulting from thecontinued unavailability of adequate supply of natural gas. Further GREL has rescheduledthe repayment of project loans due to implementation of the Strategic Debt RestructuringScheme to convert part of the debt outstanding into equity and has signed a ResolutionPlan with the lenders to restructure its debt obligations during the year. The carryingvalue of the investments/obligations in these entities is significantly dependent on theachievement of key assumptions around availability of natural gas future tariff and theoutcome of the sale of the Barge mounted power plant. Accordingly we are unable tocomment on the carrying value of the investments (including advances)/ obligations inthese entities as at March 31 2019. In respect of the above matter our audit report forthe year ended March 31 2018 was also similarly qualified.

Management's response to the Statutory Auditors'Qualification / Comment on the Company's Standalone Financial Statements

As mentioned in Note no. 5(5) of Standalone Financial Statements themanagement is evaluating various approaches / alternatives to deal with the situation andis confident that Government of lndia (‘Gol') would take further necessary steps/ initiatives in this regard to improve the situation regarding availability of naturalgas from alternate sources in the foreseeable future. The management has also carried outa valuation assessment of GVPGL and GREL during the year ended March 31 2019 whichincludes certain assumptions relating to availability and pricing of domestic and importedgas future tariff tying up of PPA realization of claims for losses incurred in earlierperiods from the customer and other operating parameters which it believes reasonablyreflect the future expectations from these projects. The business plan of GREL consideredfor valuation assessment has been approved by the consortium of lenders at the time ofexecution of the resolution plan. The management will monitor these aspects closely andtake actions as are considered appropriate and is confident that these gas based entitieswill be able to generate sufficient profits in future years and meet their financialobligations as they arise. The Group has provided for its investment in full in GREL andthe management is confident that no further loss on fair valuation would arise on theimplementation of the resolution plan with the lenders. Based on the aforementionedreasons and business plans the view that the carrying value of the investment of GEL andGVPGL as at March 31 2019 is appropriate.

Statutory Auditors' Qualification / Comment on the Company'sStandalone Financial Statement

2) The Company's internal financial control with regard toassessment of carrying value of investments in certain subsidiaries joint ventures andassociates as more fully explained in note 5(5) to the standalone Ind AS financialstatements were not operating effectively and could potentially result in the Company notproviding for adjustments that may be required to be made to the carrying value of suchinvestments.

Management's response to the Statutory Auditors'Qualification / Comment on the Company's Standalone Financial Statement

Qualification in the report on internal financial controls overfinancial reporting regarding assessment of carrying value of investments in certainsubsidiaries joint ventures and associates – The Group has a robust system in placeto assess the appropriateness of the carrying value of its investments including testingfor impairments. Management's view on the instant cases are explained in the para 1above.

Statutory Auditors' Qualification / Comment on the Company'sConsolidated Financial statement

1) As detailed in note 8B(m)(ii) and 8B(m)(v) to the accompanyingconsolidated Ind AS financial statements for the year ended March 31 2019 GMRChhattisgarh Energy Limited (‘GCEL') and certain other entities have beenincurring losses for reasons as more fully discussed in the aforesaid notes. Based on thevaluation assessment carried out by an independent expert during the year ended March 312018 there existed a further diminution in the value of र 2250.00 crore for theGroup's investment in GCEL and certain other entities which was not accounted by themanagement during the year ended March 31 2018 and has been charged in the statement ofprofit and loss in the current year. In our opinion the aforesaid accounting treatment isnot in accordance with the relevant accounting standards. Had the management provided forthe aforesaid diminution in the previous year the loss after tax and minority interestfor the year ended March 31 2019 would have been lower by र 2250.00 crore and theloss after tax and minority interest for the year ended March 31 2018 would have beenhigher by र 2250.00 crore with no consequential impact on the consolidated reservesas at March 31 2019.

Management's response to the Statutory Auditors'Qualification / Comment on the Company's Consolidated Financial statement

As detailed in note 8B(m)(ii) and 8B(m)(v) to the accompanyingconsolidated Ind AS financial statements for the year ended March 31 2019 the Managementhas accounted for an impairment loss of र 969.58 crore in the value of Group'sinvestment in GCEL and र 1242.72 crore in the value of Group's investment inGEL and its subsidiaries/joint ventures which has been disclosed as an exceptional item inthe consolidated financial results of the Group for the year ended March 31 2019. Furtherthe Group has accounted र 515.67 crore as its share of loss of associates and jointventure during the year ended March 31 2019.

The management of the Group including the lenders who alsocollectively are the majority shareholders have initiated a process for ‘change ofcontrol' in last year for GMR Chhattisgarh Energy Limited (‘GCEL') whichentails sale of up to 100% equity stake of GCEL. The process is in an advanced stage andis expected that the process of change in control would be completed in due course. Themanagement has fully provided for the value of equity investment in GCEL and did notforesee any further obligation in GCEL due to change in control.

Statutory Auditors' Qualification / Comment on the Company'sConsolidated Financial statement

2) As detailed in note 8B(m)(iv) to the accompanying consolidated IndAS financial statements for the year ended March 31 2019 GMR Energy Limited(‘GEL') GMR Vemagiri Power Generation Limited (‘GVPGL') and GMRRajahmundry Energy Limited (‘GREL') have ceased operations and have beenincurring significant losses with a consequential erosion of net worth resulting from theunavailability of adequate supply of natural gas. Further GREL has rescheduled therepayment of project loans due to implementation of the Strategic Debt RestructuringScheme to convert part of the debt outstanding into equity and has signed a ResolutionPlan with the lenders to restructure its debt obligations during the year. Continueduncertainty exists as to the availability of adequate supply of natural gas which isnecessary to conduct operations by GEL GVPGL and GREL in the future. The carrying valueof the investments / obligations in GEL GVPGL and GREL is significantly dependent on theachievement of key assumptions around availability of natural gas future tariff and theoutcome of the sale of the Barge mounted power plant. Accordingly we are unable tocomment on the carrying value of the Group's assets (including advances)/ obligationsin these entities as at March 31 2019.

Management's response to the Statutory Auditors'Qualification / Comment on the Company's Consolidated Financial statement

As detailed in note 8B(m)(iv) to the accompanying consolidated Ind ASfinancial statements for the year ended March 31 2019 the management of the Group isevaluating various approaches / alternatives to deal with the situation and is confidentthat Government of lndia (‘Gol') would take further necessary steps /initiatives in this regard to improve the situation regarding availability of natural gasfrom alternate sources in the foreseeable future. The management of the Group carried outa valuation assessment of GVPGL and GREL during the year ended March 31 2019 whichincludes certain assumptions relating to availability and pricing of domestic and importedgas future tariff tying up of PPA realization of claims for losses incurred in earlierperiods from the customer and other operating parameters which it believes reasonablyreflect the future expectations from these projects. The business plan of GREL consideredfor valuation assessment has been approved by the consortium of lenders at the time ofexecution of the resolution plan. The GREL consortium of lenders have decided to implementthe resolution plan which has been approved by all the lenders and accordingly the lendershave restructured the debt. Additionally based on the resolution plan the Group hasaccounted for waiver/reduction of accrued interest/penal interest.

The management of the Group will monitor these aspects closely and takeactions as are considered appropriate and is confident that these gas based entities willbe able to generate sufficient profits in future years and meet their financialobligations as they arise. The Group has provided for its investment in full in GREL andthe management is confident that no further impairment would arise on the implementationof the resolution plan with the lenders. Based on the aforementioned reasons and businessplans the management is of the view that the carrying value of the investment of GEL andGVPGL as at March 31 2019 is appropriate.

Further mangement is in the process of identifying the buyer for saleof barge plant in GEL.

Statutory Auditors' Qualification / Comment on the Company'sConsolidated Financial statement

3) As detailed in note 45(xii) to the accompanying consolidated Ind ASfinancial statements for the year ended March 31 2019 the Group has acquired the Class ACompulsory Convertible Preference Shares (‘CCPS') of GMR Airport Limited(‘GAL') a subsidiary of the Group for an additional consideration of र 3560.00 crore from Private Equity Investors as per the settlement agreement enteredduring the year ended March 31 2019. The said CCPS were converted into equity shares ofan equivalent amount as per the investor agreements. The aforesaid additional settlementconsideration of र 3560.00 crore paid to Private Equity Investors has beenconsidered as recoverable and recognised as other financial assets based on proposed saleof such equity shares to the proposed investors as detailed in note 45(xvii) to theaccompanying consolidated Ind AS financial statements. The transaction towards sale ofsuch equity shares is subject to regulatory other approvals and lenders consent and suchapprovals are pending as at March 31 2019. In our opinion the aforesaid accountingtreatment is not in accordance with the relevant accounting standards. Had the managementnot accounted for the aforesaid proposed sale transaction other equity would have beenlower by र 3560.00 crore and other financial assets would have been lower byर 3560.00 crore with a consequential impact on segment assets of Airport sector asat March 31 2019.

Management's response to the Statutory Auditors'Qualification / Comment on the Company's Consolidated Financial statement

As detailed in note 45(xii) to the accompanying consolidated Ind ASfinancial statements for the year ended March 31 2019 The Group entered into a bindingterm sheet with Tata Group "Tata" Singapore's sovereign wealth fund anaffiliate of GIC "GIC" and SSG Capital Management "SSG"("Investors") whereby the investors will acquire equity stake in GMR AirportsLimited's (‘GAL') assets on a fully diluted basis for a consideration ofर 8000 Crore through issuance of equity shares of GAL of र 1000 Crore andpurchase of GAL's equity shares held by the Group of र 7000 Crore. Themanagement is in the process of executing definitive agreement with investors for stakesale in GAL. Management has considered the aforesaid additional obligation as recoverablefrom the prospective investors and have recognized the same as a financial asset in itsconsolidated financial statements.

Statutory Auditors' Qualification / Comment on the Company'sConsolidated Financial statement

4) As detailed in note 36(a) to the accompanying consolidated Ind ASfinancial statements for the year ended March 31 2019 the tax authorities of Maldiveshave disputed certain transactions not considered by GMR Male International AirportPrivate Limited (‘GMIAL') a subsidiary of the Company in the computation ofbusiness profit taxes and withholding tax and have issued notice of tax assessmentstogether with the applicable fines and penalties. In the absence of comprehensive analysison the above tax exposures we are unable to determine whether any adjustments toprovision for tax with consequential impact on reserves and surplus may be necessary tothe accompanying consolidated Ind AS financial statements for the year ended March 312019.

Management's response to the Statutory Auditors'Qualification / Comment on the Company's Consolidated Financial statement

As detailed in note 36(a) to the accompanying consolidated Ind ASfinancial statements for the year ended March 31 2019 GMR Male International AirportPrivate Limited (‘GMIAL') a subsidiary of the Company entered into an agreementon June 28 2010 with Maldives Airports Company Limited (‘MACL') and Ministry ofFinance and Treasury (‘MoFT') Republic of Maldives for the RehabilitationExpansion Modernization Operation and Maintenance of Male International Airport(‘MIA') for a period of 25 years ("the Concession Agreement"). OnNovember 27 2012 MACL and MoFT issued notices to GMIAL stating that the ConcessionAgreement was void ab initio and that neither MoFT nor MACL had authority under the lawsof Maldives to enter into the agreement and MACL took over the possession and control ofthe MIA and GMIAL vacated the airport effective December 8 2012. The matter was underarbitration. During the year ended March 31 2017 the arbitration tribunal delivered itsfinal award in favour of GMIAL. During the year ended March 31 2018 Maldives InlandRevenue Authority (‘MIRA') has issued tax audit reports and notice of taxassessments demanding business profit tax amounting to USD 1.44 Crore USD 0.29 Crore asthe additional withholding tax excluding fines and penalties. During the year ended March31 2019 MIRA has issued additional demands of USD 0.21 Crore and USD 0.13 Crore onaccount of fines on business profit tax and withholding taxes respectively. Howevermanagement of the Group is of the view that the notice issued by MIRA is not tenable.

On 23rd May 2019 the Attorney General's office hasissued statement on this matter to MIRA stating that in the event of the Maldives partiesdeducting any sum from this award in respect of taxes the amount payable under the awardshall be increased to enable the GMIAL to receive the sum it would have received if thepayment had not been liable to tax.

Accordingly no adjustments have been made to the accompanyingconsolidated financial results of the Group for the quarter and year ended March 31 2019.The statutory auditors of the GMAIL have qualified their Audit Report in this regard whichhas been continued by the auditor of GMR infrastructure Limited in their audit report onthe consolidated financial statements.

Statutory Auditors' Qualification / Comment on the Company'sConsolidated Financial statement

5) The Holding Company's internal financial control with regard toassessment of carrying value of investments in certain associates and joint ventures asmore fully explained in note 8B(m)(iv) to these consolidated Ind AS financial statementswere not operating effectively and could potentially result in the Group not providing foradjustments that may be required to be made to the carrying value of such investments.

Management's response to the Statutory Auditors'Qualification / Comment on the Company's Consolidated Financial statement

Qualification in the report on internal financial controls overfinancial reporting regarding assessment of carrying value of investments in certain jointventures and associates – The Group has a robust system in place to assess theappropriateness of the carrying value of its investments including testing forimpairments. Management's view on the instant cases are explained in the para 2above.

Cost Auditors

Pursuant to Section 148 of the Companies Act 2013 read with TheCompanies (Cost Records and Audit) Amendment Rules 2014 your Company with reference toits EPC business is required to maintain the cost records as specified under sub-section 1of section 148 of the Companies Act 2013 and the said cost records are also required tobe audited.

Your Company is maintaining all the cost records referred above andM/s. Rao Murthy & Associates Cost Auditors have issued a cost audit report for FY2018-19 which does not contain any qualification reservation or adverse remark.

The Board on the recommendation of the Audit Committee has appointedM/s. Rao Murthy & Associates Cost Accountants as cost auditors for conducting theaudit of cost records of the Company for the FY 2019-20.

Accordingly a resolution seeking members' ratification for theremuneration to M/s. Rao Murthy & Associates Cost Accountants is included in theNotice convening the ensuing AGM.

Secretarial Auditor

The Board has appointed M/s. V. Sreedharan & Associates CompanySecretaries a firm of Company Secretaries in Practice to conduct Secretarial Audit forthe FY 2018-19. The Secretarial Audit Report as prescribed under Section 204 of theCompanies Act 2013 read with Regulation 24A of the SEBI LODR for the FY ended March 312019 is annexed herewith as Annexure 'D' to this Report. The Board noted theobservation in the secretarial audit report that an e-form (MGT-14) filed with theRegistrar of Companies did not include the resolution for approving the annual financialstatements of the company for the year ended March 31 2018 and that it was an inadvertentomission. The Board further noted that appropriate measures are initiated to file the saidresolution with the Registrar of Companies.

Further the Secretarial Audit of material unlisted subsidiaries of theCompany as required under Regulation 24A of the SEBI LODR has been done for the FY2018-19 and there were no adverse remarks or disclaimers in the said reports of thematerial subsidiaries.

Secretarial Standards

The Company confirms compliance with the applicable SecretarialStandards issued by the Institute of Company Secretaries of India.

Disclosures: CSR Committee

The CSR Committee comprises of Mr. R.S.S.L.N. Bhaskarudu as ChairmanMr. B.V.N. Rao and Mr. G.B.S. Raju as members.

Audit Committee

The Audit Committee comprises of Mr. N.C. Sarabeswaran as Chairman Mr.S. Rajagopal Mr. R.S.S.L.N. Bhaskarudu and Mrs. Vissa Siva Kameswari as members.

All the recommendations made by the Audit Committee were accepted bythe Board.

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

Vigil Mechanism

The Company has a vigil mechanism named Whistle Blower Policy whichprovides a platform to disclose information confidentially and without fear of reprisalor victimization where there is reason to believe that there has been seriousmalpractice fraud impropriety abuse or wrong doing within the Company. The details ofthe Whistle Blower Policy is provided in the Corporate Governance Report and also hostedon the website of the Company.

Meetings of the Board

A calendar of Board and Committee Meetings is prepared and circulatedin advance to the Directors. During the year Seven (7) Board Meetings were convened andheld the details of which are given in the Corporate Governance Report. The interveninggap between two consecutive board meetings was within the period prescribed under theCompanies Act 2013.

Particulars of Loans Guarantees and Investments

Details of Loans/ Guarantees given and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.

Conservation of energy technology absorption and foreign exchangeearnings and outgo

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 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 Companies Act 2013as amended the Extract of Annual Return as on March 31 2019 in form MGT-9 is enclosed asAnnexure 'G' to this report. Additionally the said extract of MGT-9 as on March31 2019 and a copy of the Annual Return for the financial year 2017-18 has been placed onthe Company website at https://investor. gmrgroup.in/annual-reports.

Particulars of Employees and related disclosures

The information required under Section 197(12) of the Companies Act2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 (including amendments thereto) is attached as Annexure 'H'to this Report.

The information required under Rule 5(2) and (3) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (including amendmentsthereof) is provided in the Annexure forming part of this Report. In terms of the firstproviso to Section 136 of the Companies Act 2013 the Report and Accounts are being sentto the members excluding the aforesaid Annexure. Any member interested in obtaining thesame may write to the Company Secretary at the Registered Office of the Company. None ofthe employees listed in the said Annexure other than the Chairman and Managing Directoris related to any Director of the Company.

Dividend Distribution Policy

The Board has adopted Dividend Distribution Policy in terms ofRegulation 43A of the SEBI LODR. The Dividend Distribution Policy is provided as Annexure'I' and is disclosed on the website of the Company at the link:https://investor.gmrgroup.in/policies.

Developments in Human Resources and Organization Development

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

Changes in Share capital

There was no change in authorized issued and paid-up share capital ofthe Company during the year under review.

The Company had issued 4 (Four) valid Unrated Unlisted OptionallyConvertible Debentures (OCDs) having face value of र 430802315/- each to DoosanPower Systems India Private Limited (Doosan) during the FY 2018-19. The said OCDs areredeemable in four equal quarterly instalments commencing from March 31 2019.

The Company had also issued another four OCDs of र 574197685/-each to Doosan during this period however the same were subsequently withdrawn incompliance with the SEBI interpretative letter.

Environmental Protection and Sustainability

Since inception sustainability has remained at the core of ourbusiness strategy. Besides economic performance safe operations environment conservationand social well-being have always been at the core of our philosophy of sustainablebusiness. The details of initiatives/ activities on environmental protection andsustainability are described in Business

Responsibility Report forming part of Annual Report.

Events subsequent to the date of financial statements

There are no material changes and commitments affecting financialposition of the Company between March 31 2019 and Board's Report dated August 82019 except as disclosed in note no. 55 in consolidated financial statements and inboard's report for sale of stake in GCEL.

Change in the nature of business if any

There is no change in the nature of business of the Company.

Significant and Material Orders passed by the Regulators

There are no significant and material orders passed by the Regulatorsor Courts or Tribunals impacting the going concern status and Company's operations infuture.

Deposits

During the year under review the Company has not accepted any depositfrom the public. There are no unclaimed deposits/ unclaimed/ unpaid interest refunds dueto the deposit holders or to be deposited to the Investor Education and Protection Fund ason March 31 2019.

Compliance by Large Corporates

Your Company does not fall under the Category of Large Corporates asdefined under SEBI vide its Circular SEBI/HO/DDHS/CIR/P/2018/144 dated November 26 2018as 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 withthe requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013. An Internal Complaints Committee (ICC) has been setup to address complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this Policy.

The following is a summary of sexual harassment complaints received anddisposed of during the FY ended March 31 2019:

Number of complaints received Nil
Number of complaints disposed off Nil

Acknowledgements

Your Directors thank the lenders banks financial institutionsbusiness associates customers Government of India State Governments in Indiaregulatory and statutory authorities shareholders and the society at large for theirvaluable support and co-operation. Your Directors also thank the employees of the Companyand its subsidiaries for their continued contribution commitment and dedication.

For and on behalf of the Board
GMR Infrastructure Limitd
Place: New Delhi G.M. Rao
Date: August 8 2019 Chairman