Walker Chandiok &.Co LLP

Walker Chandiok & Co LLP 21st Floor, DLF Square

Jacaranda Marg, DLF Phase II

Gurugram -122 002

India

T +91 124 462 8099

F +91 124 462 8001

Independent Auditor's Report on Standalone Annual Financial Results of GMR Infrastructure Limited Pursuant to the Regulation 33 and Regulation 52 read with Regulation 63 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

To the Board of Directors of GMR Infrastructure Limited

Qualified Opinion

1 We have audited the accompanying standalone annual financial results ('the Statement') of GMR Infrastructure Limited ('the Company') for the year ended 31 March 2020, attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 and Regulation 52 read with Regulation 63 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ('Listing Regulations'), rncluding relevant circulars issued by the SEBI from time to time.

2. In our opinion and to the best of our information and according to the explanations given to us, the Statement:

(i) presents financial results in accordance with the requirements of Regulation 33 and Regulation 52 read with Regulation 63 of the Listing Regulations, except for the effects/possible effects of the matters described in paragraph 3 below; and

(ii) gives a true and fair v1ew in conformity with the applicable Indian Accounting Standards ('lnd AS') prescribed under Section 133 of the Compantes Act, 2013 ('the Act'), read with relevant rules issued thereunder, and other accounting principles generally accepted in India, of the standalone net loss after tax and other comprehensive income and other financial information of the Company for the year ended 31 March 2020 except for the effects/possible effects of the matters described in paragraph 3 below

Chartenld Accountants

Offices in Bengaluru, Chandigarh, Channai, Gurugram, Hyderabad, Koehl, Kolkata, Mumbal, New Delhi, Noida and Pune

Walk•r Chandiok & Co LLP IS regl!ltered wflh nmllad liability wllh ldanbfication numb<!r AAC-2085 and Its reglstarad ollice el L-41 Connaughl Clrous, New Delhi, 110001. lnd\a

Walker Chandiok &..Co LLP

Basis for Qualified Opinion

3. As stated In Note 4(a) to the accompanying Statement, the Company has invested in GMR Generation Assets Limited ('GGAL') and GMR Energy Projects Mauritius Limited ('GEPML'), subsidiaries of the Company, which have further Invested 1n step down subsidiaries and joint ventures. Further, the Company together with GGAL and GEPML has investments in GMR Energy Limited ('GEL'), a Joint venture of the Company, amounting to Rs. 1,897.63 crores and has outstanding loan amounting to Rs. 212.66 crore recoverable from GEL as at 31 March 2020. GEL has further invested In GMR Vemaglri Power Generation Limited ('GVPGL') and GMR (Badrinath) Hydro Power Generation Private L1mlted ('GBHPL'). both subsidiaries of GEL and in GMR Kamalanga Energy Limited ('GKEL') , joint venture of GEL and GGAL has further invested In GMR Rajahmundry Energy Limited ('GREL'), an associate company of GGAL. The aforementioned investments are carried at their respective fair value in the Statement as per lnd AS 109 -'Financial instruments'.

As mentioned in note 4(e), GVPGL and GREL have ceased operations due to continued unavailability of adequate supply of natural gas and other factors mentioned in the said note and have been incurring significant losses, includ!hg cash losses with consequential erosion of their respective net worth. FUrther, GREL has entered into a resolution plan with its lenders to restructure its debt obligations during the year ended 31 March 2019. The Company has g1ven certain corporate guarantees for the loans including Cumulative Redeemable Preference Shares ('CRPS') outstanding in GREL amounting to Rs. 2,068.50 crores.

The carrying value of the investment of the Company in GEL, to the extent of amount invested in GVPGL, and the Company's obligations towards the corporate guarantees given for GREL are significantly dependent on the achievement of key assumptions considered in the valuation performed by the external expert particularly with respect to availability of natural gas, future tariff of power generated and realization of claims for losses Incurred in earlier periods from the customer as detailed in the aforementioned note. The Company has provided for its investment In full in GREL and the management is confident that no further obligation would arise for the guarantees provided to the lenders against the servicing of sustainable and unsustainable debts.

As mentioned in note 4(d), the proposed sale of eqwty stake by management of GEL in GKEL during the year ended 31 March 2020 has been put on hold by the buyer subsequent to the year end. The management continues to account the Investment in GKEL based on the valuation performed by an external expert using the discounted future cash flows method which is significantly dependent on the achievement of certain assumptions considered in aforementioned valuation including the uncertainty and the final outcome of the litigations as regards claims against GKEL.

Further, as mentioned in in note 4(f), GBHPL has stopped the construction of the 300 MW hydro based power plant on Alaknanda river, Uttarakhand, since May 07. 2014 on directions of Hon'ble Supreme Court of India ('the Supreme Court'). The carrying value of the investments in GBHPL Is significantly dependent upon obtaining requisite approvals from Supreme court, environmental clearances, availability of funding support and achievements of the key assumptions made in the valuation assessment done by an external expert.

Accordingly, owing to the aforementioned uncertainties, we are unable to comment upon adjustments, If any, that may be requ1red to the carrying value of the non-current investment. and any further provis1ons, 1f any, required to be made for the said obligations, and the consequential 1mpact on the accompanying Statement.

The opinion expressed by the predecessor auditor in their auditor's report dated 29 May 2019 for the year ended 31 March 2019, was also qualified with respect to the matters pertaining to GVPGL and GREL. Our review report dated 13 February 2020 on the standalone financial results for the quarter ended 31 December 2019 was also qualified in respect of these matters.

Chartered Accountanll

Walker Chandiok &.Co LLP

4. We conducted our audit in accordance with the Standards on Auditing ('SAs') specified under section 143( 10) of the Act. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of t11e Statement section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ('the ICAI') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us, is sufficient and appropriate to provide a basis for our qualified opinion.

Emphasis of Matters

5. In addition to the matters described 1n paragraph 3 above, we draw attention to note 4(b) and 4(c) to the accompanying Statement, in relation to the investment made by the Company 1n GEL amounting to Rs. 1,897. 63 crore as at 31 March 2020. The recoverability of such investment is further dependent upon various claims, counter claims and other receivables from customers of GMR Warora Energy Limited ('GWEL'), a subsidiary of GEL, which are pending settlement I realization as on 31 March 2020, and certain other key assumptions considered in the valuation performed by an external expert, including capacity utilization of plant In future years and renewal of Power Purchase Agreement with one of its customers wh1ch has expired in June 2020 .

The above claims also include recovery of transmission charges from Maharashtra State Electricity Distribution Company Limited (' MSEDCL') by GWEL, based on the Order of the Appellate Tribunal for Electricity C APTEL') ('the Order') dated 8 May 2015 as described in aforesaid note.

The management of the Company, based on 1ts rnternal assessment, legal opinion, certain interim favourable regulatory orders and valuations, is of the view that the carry1ng value of the aforesaid investment of the Company in GEL, taking into account the matters described above in relation to the investments made by GEL in its aforementioned subsidianes, is appropriate and accordingly, no adjustments to the aforesaid balance have been made in the accompanying Statement for the year ended 31 March 2020. Our opinion is not modified in respect of this matter.

6. We draw attention to note 12 to the accompanying Statement, which descnbes the uncertainties due to the outbreak of COVID-19 pandemic and management's evaluation of the impact on the investments carried at fa1r value in the financial statements of the Company as at the balance sheet date. Our opinion is not modified in respect of this matter.

7. We draw attention to note 3 to the accompanying Statement with respect to the decline in fair value of Company's investment in equity shares of GMR Airports Limited ('GAL'), a subsidiary company, subsequent to the year end The sa1d event has been considered as a non-adjust ng event in accordance with the principles of lnd AS 10 'Events after the Reporting Period' and accordingly Company's Investments in equity shares of GAL classified as held for sale and as Investments in equity shares are being carried at the fair values determined based on conditions that existed as at 31 March 2020. Our opinron is not modified in respect of this matter.

Responsibilities of Management and Those Charged with Governance for the Statement

8. This Statement has been prepared on the basis of the standalone annual audited financial statements and has been approved by the Company's Board of Directors. The Company's Board of Directors 1s responsible for the preparation and presentation of the Statement that gives a true and fair view of the net profiUioss and other comprehensive income and other financial informat1on of the Company in accordance with the accounting principles generally accepted in India, including lnd AS prescribed under Section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India, and 1n compliance with Regulation 33 and Regulation 52 read with Regulation 63 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records In accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate intemal financfal controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Statement that gives a true and fair view and ls free from material misstatement, whether due to fraud or error.

CharlaNd AccounW.ta

Walker Chandiok &.Co LLP

9. In preparing the Statement, the Board of Directors IS responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

10. The Board of Directors is also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Statement

11. Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but IS not a guarantee that an audit conducted in accordance with Standards on Auditing, specified under section 143(10) of the Act, will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are cons dered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Statement.

12. As part of an audit in accordance with the Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Statement, whrether due to fraud or error, design and perform audit procedures responsive to those risks, and obt.:�in audit evidence that Is sufficient and appropriate to provide a basis for our op nion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, 0r the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143{3) {i) of the Act, we are also responsible for expressing our opinion on whether the Company has in place adequate internal financial controls with reference to financial statements and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of the management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosrures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represents the underlying transactions and events in a manner that achieves fair presentation.

13. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

14. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our mdependence, and where applicable, related safeguards.

Chartend Accountanta

Walker Chandiok &.Co LLP

Other Matters

15. The Statement includes the financial results for the quarter ended 31 March 2020, being the balancmg figures between the audited figures in respect of the full financial year and !he published unaudited year­to-date figures up to the third quarter of the current financial year, which were subject to limited review by us.

16. The audit of standalone financial results for the corresponding quarter and year ended 31 March 2019 included in the Statement was carried out and reported by S. R Batliboi & Associates LLP who have expressed modified opinion vide their audit report dated 29 May 2019, whose report has been furnished to us, and which has been relied upon by us for the purpose of our audit of the Statement. Our opinion is not modified in respect of this matter.

For Walker Chandiok & Co LLP Chartered Accountants Firm Registration No 001 076N/N500013

t!� Neeraj Sharma Partner Membership No. 502103 UDIN: 20502103AAAABH4004

Place: New Delhi Date: 30 July 2020

Chartared Accoun"'nlll

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S IGNED FOR

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PURPOSES O NLY

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SIGNED FOR IDENTIFICATION

PURPOSES ONLY

A

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Gl\LR Infrastructure Limited

Statement of standalone assets and liabilities

ASSETS Non-currcm assets

l'rqperty, pbm ond el.jUtpment

T nt�mg1blt: rrssct:; F1r1anC1al :l:'Scts

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( )thcr non-curn.:nr ass<:ts

Currctu assets

lnYcntoru.�s

1°m:I11C11ll assets

lnYt' .s bncn ts Tr:tJc rt:ct:n�ablcs

(:ash and cash t:LjU1Yalcnts

Particulars

Bank b:tbnccs other than cash anJ c:1sh t:liun·:tk:nts

T.oans

Other financ1:1l ass�.:ts

Other curn:nr asset�

Assets classified as held for sale

Total assets (1+2+3)

EQU IT\' AND LIABILITIES

Equity

J 'LJUity share capitol

I lthcr e(jUtt)'

Total equity

Lwhilitic Non-current liabilities

I· manCial li:lbtlttic...:s

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Lihilities directly associated with the assets classified as held for sale

Total cqu.ity and liabilities (t+2+3N)

(Rs. in crortj As at As at

March 31, 2020 March 31, 2019

(Audited) (Audited)

U.2.71 156 �4 1 �4 10:2

15,0 Ill.(,(, 12,1:\H �1

IW57 HH.64

1,256.2H J,wo_,s

HI 24 94.04

64.42 41!.61

H 7.1 H 36

16,(i73.55 l,t,237.67

'JH 4H 45 OH

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2.J.:!(, I H.(! I 2111 G.H4

1,1.17% 295.42

l!G3 H1 l,ll(d .42

')(, (,K 51.43

2,859.09 1,87H5

-1,7-IS.SS 6 180.12

24,281.52 :!2,292.74

6113 59 (,!)�59

11,�(,4.15 11,1!97.5(,

12,067.74 11,701.15

(,,:>41 45 5,2:>:1.711

12H.7� 1511.15

IU\9 111 HH2,H4 w:�os

5(J.1.H5

7,.353.90 6,.340.88

HI H !.4 94.1.55

.12 (,4 I.J.�4

51'.1.42 4H21l5

:>,32] 14 1,526.12

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4 859.88 -1,225A8 - 25.23

24,281.52 22,29Z. 74

SIGNED FOR

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PURPOSES ONLY

Particulars

CASH FLOW FROM OPERATING ACTIVITIES

l.o�s bt:forc t:l.X

GM R Infrastructure Limil�d

Standalone Statement of cash flows

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[ '<t:crll' 111.\\ dell\'� l1r1 •\1'111!1 t� tl lmp!\lrmc!lt 111 C:lll�'l11;! ''!1Juc (lf i11Yt,;S[InC..:11fS, it •:'111�/ :tJY:'tnCCS C;lrticJ :lt UH1Ilfllt<.:tf C!':il lhd debt:; \\ nrrcn ( ,ff/ prn\-1f..\(ln fot: doubtful Jcbt�

Net f(ln.:lgn cxchanf:_L: Jill"�.:n.:nccs (unrc:tli�cd)

(;:lin < 1t1 Ji�po�JJ ( ��-LU·SCIII (r't<.:£)

l'n,,isi<m n•,lcmgcr L'Cl.jUirccl. \\'llrtcn b:tck

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S I GNED FOR

I DENTIFICATI O N

PURPOSES ONLY

Notes to the standalone financial results for the quarter and year ended March 3 1 , 2020

I . Investors can view the standalone fin anc ial results ofGMR Infrastructure L i m i lt!d (""the Company"· or "G I L .. ) on the Company ' s website w�w .gm rgroup. in or on th e websites o f B S - (www.bseind ia. com ) r N E (ww\:\ .n e-ind ia.com ) . Th e Company c arries on its business through variou ub id iaries. joint ventures and assoc iates (here in a fter referred to as ' th e Group ' ), being spec ial purpose veh i c les exc lus ively formed to bu i ld and operate various infrastructure projects.

2 . The Company carries o n its bus iness i n two business verticals viz., Engineering, Procurement and Construction ( ' EP C ' ) and Others.

The segment reporting of the Compan. has been prepar<!d in accordan ce with lnd A I 08 'Operating egments· prescr ibed under section 1 33 of the Compan ies ct . 20 I " . read wi th re levant ru les th ereunder.

The Company h as p resented the operating segmen ts information on the bas is of its conso lidated lnd A S financial resu lts.

3 . The management of th e Compan a long with other shareholders of the Company and GMR irports Lim tted (G L). a sub id iary Compan. ( together referred as .. GMR Group .

. ) had signed a hare ·ubscription and hare

pu rchase agreement w ith Aerport De Paris ( A D P ) for stake sa le in the G A L on February 20, 2020 . Pursuan t to -consummati on of the same. ADP wou ld hold -l-9° o stake (d irectly & ind i rect ! ) in the G A L for an equ ity consideration of Rs I 0,7RO.OO crore, val u i n g G L at the Base post money valuation of Rs. 22,000.00 crore. The equ ity consideration comprises of:

• Rs. 9,780 .00 crore towards secondary sale of shares by GMR Group ; and • Rs. I ,000.00 crore equity infusion in GAL

In add ition, ADP had a lso pegged Earn-ours upro Rs. �A 75 .00 crore l i nked to ach ievement of certain agreed operating p erform ance m etrics as ' e l l as on recei pt of certain regulatory c l arifications. The successfu l consummation of Earnouts, could in crease. Colil pan · va luat ion on post money basis to Rs. 26,475 .00 crore and GMR Group stake to -59%). G M R Group w i l l retain management control over the A i rports Bus iness w ith the Investors having customary rights and board representat ion at Com p any and its key subs i d i aries.

The fi rst tranche of Rs 5.248 . 00 crore for 24.99% shares of G A L ( pr i mari l through b u out o f GMR Infra ervices L i m i ted ( G I L) via pl'imar i n fusion of equ i ty) had been comp l eted on Februa 24. ::!020. The econd & final tranche of Rs. : . - 32.00 crore ( inc lud i ng pr imary o f R . 1 .000.00 crore in GAL) was ·ubject

ro regu latory approvals. consen t and ther approvals.

S i nce March ' I . 2020. the outbreak of COV I D- 1 9 and related g loba l responses have caused m ater ia l d isrupt ions to bus i n esse around the world. leading to an econom ic lowdo\ n. Desp ite unprecedented adverse con d i tions. on J u ly 7 . 2020 the Company ha successfu l ! com p leted the transaction w ith DP with s l ight mod i tications. As per the revised Share Purchase greement, the second tranche of the investmellt tot 24.0 1 % o f G A L has been structured in two parts:

• A linn amoun t, immed iately pa id at Second c los ing, for a total of Rs. 4,565.00 crore. including Rs. I , 00. 00 crore equ ity i nfusion i n GAL.

• Earn-outs amounting to Rs I ,060.00 crore, subject to the ach ievement of certain performance related targets by GAL upto FY2024.

A ccordi ng ly. A D P has increased earn-outs for GMR Group which are now pegged at up to Rs. 5,535 .00 crore compared to the earlier Rs. 4 ,475 .00 crore. These add it ional Earn-outs ofRs. l ,060 .00 crore are l i n ked to the ach ievement of certain agreed operating performance m etrics as wel l as the rece ipt of certain regu latory c l arifications over the next 5 years. The amount ofRs. 4,565 .00 crore towards secon d & final tranche payment

SIG NED FOR

I DEN T I F I CATI O N

PURPOS E S O N LY

Notes to the stan dalone financial results for the quarter and year ended March 3 1 , 2020

from AOP hn been rece ived . Th is money w i l l p 1· imarily be used in servic ing the debt wh ich w i l l he lp de leverage both G M R Group and GAL fu rther and re u lt in i mproved cash flO\ s and protitab i l i ty.

Fu1ther. the financial re ·u l ts of March ., I , 2020 reflect d an e ·ce s of curren t lab i l i t ie o er current a s t of Rs. 2.000. 75 crore and loss fi·om Cont inu ing Operation aner tax of Rs. 1 .-J. n. 97 crore. The d i ve tment of GAL stake wi l l enable the compan to meet its financial obligations and its cash flow requ i rements in an order! manner.

The management has engaged an external va luation expert to ascerta in the fai r value of such inve tm nts . The �ub e 1uent mod ificat ion in the term of the deal w i th ADP. deta i led ab e. s h a l l resu lt in a potent ial l reduced fa ir value of the Com pan , · s in vestments in G A L. As m J u l 30. 2020 the date that these fi na1 1C ia l resu lts were au thorized for issue. owing to the a forementioned reason . the fair value of the Company' invc tments in G M R A irport Lim ited had dec l in ed b R . 2,046.94 crore ( neL of taxes).

However, considering the negot iat ions for the mod 1 fication were in i t iated subsequent to the year end, such mod ification has been considered as a non-adjusting event. Accordingly, the ompany · in vestment in GA h ave been carr ied at the fair value determ ined by the external va luation expert which are ba ed on the cond itions xi ting a · at the balance sheet date .

These subsequent changes in the fair value of the Company's investments in GAL are considered as non­adjusting e ent and are not reflected in the finan c ial results as at March 3 1 , 2020.

4 ( a ) The Company has in vested in G M R Generat ion Assets Lim i ted ("GG L'') wh ich has fu rther in ested in step down subs id iaries and joinr venture . Further. the Company together with GG L and GMR Ener"' Projects Maurit ius Lim ited h as i nvestmellts in G M R f:nerg im 1red ("GE L" amount in g R . 1 .897.63 crore a nd has outstan d ing loan amoun t i ng to Rs. 2 1 2.66 crore in G E L . GEL and GGAL have certain underly ing subsidiaries/ associates/ j o i n t ven tures whi h are engaged in energy sector incl ud i ng m in i 11g operations . G EL. GGA L and some oflhe underlying sub id iarie I a� o iates/ jo int ven tures as furth r deta i led in no te -I( b). -He). 4(d), 4(e) and -I( f) beiO\ h ave been incurring lo se re u lt ing in substan t ia l erosion in their net worrh . Based on its i n ternal assessment with regard to fu ture operations and valuation a sessment b. an external expert d uring the year ended March � I . 2020 . the m anagemen t of the Company has fa ir alued i in vcstmen and for reasons as deta i led in 4(b). 4 ( c , 4( d). 4(e). -I( f) and 4(g) below. the managemen t is of th e view U1at the fair value of the Compan · s investmen ts in GGA L and GEL are app ropriate.

( b ) G M R Warora Energy L i m i ted ( 'G WEL' ) . a subs id iary of G E L . is engaged in the bus iness of generation and sale of e l ectrical energy from i ts coa l based p wer plant of 600 MW situated at Warora. WEL. has accumulated l osses of Rs. 640.76 crore a at March 3 I . 2020 wh ich has resulted in ubstantia l erosion of GWEL's net worth . GWEL had claimed compensation for coal co t pass th rough and various "change in law" events from its cuswmer under the Power Purchase Agreements ( ' PPA · ) and has fi led petitions with the regu late authorities for settlement of such cla ims in fa our of GWEL. G WE L h as Lrade re e ivables. other receival les and u nb i l lcd revenue ( inc l ud ing c la ims) of Rs. 5 5 . 8 7 crore wh ich are substanlia l ly pend ing receipt . Based on certa in favorab le in terim regulatory orders. the management is con fiden t of rea l ization of the outstand ing receivables. Fu rther. the management of the GWEL i in acti e d iscuss i n w ith one of its customers for ren ewa l o f the ex ist ing PP exp ir ing in J une 2020. ·n10ugh the neL worth of G WEL i substantia l ly eroded G WEL ha m ade p retax pmfits dur ing the year t:nded M arch .., I . 20::!0. the managemen t o f G W E e ·pect that the plam v i l l generate sufficient profit i11 the future years and wi l l be able to recover the receivable and based on busine s p lans and va luation assessmenl by an externa l expen during the year ended March .., I . 2020. the management of GEL is of the view that the ca1ry ing a lue of the net as ets in G W EL by GEL as at March 3 1 . 2020 i s appropriat .

(c) GWEL entered into a PPA with Maharashtra tate E lectr icity D i tribution Company Lim ited ( 'M SEDCL') on March 1 7, 20 I 0 for sale of power for an aggregate con tracted capacity o f 200 M W , wherein power was

S I G NED FOR

I DENTIFICATION

PURPOSES O N LY

Notes to the stan dalone financial results for the quarter and yea r ended Ma rch 3 1 , 2020

required to b e sched uled fr m power p lan t' s bus bar. M EDC d isputed place of evacuat ion of power with Maharashtra E lectr ic i ty Regu latory Comm i ion ( " M E R · . wherein M RC has directed G WEL to con truct separate l i n es for evacuation of p0'"1er through tate Transm i ion U t i l i ty ( · T ' though G WE was conn ected to Central Transm i si n U t i l ity ( " nr . Aggrieved by tlH� ERC O rder. G \i L preferred an appeal w ith A PTEL. A PTEL v ide its i n teri m Order datt!d Februar I I . _0 1 -+ d irected G WEL to tart schedu l i ng th e pO\· er from G WE L ' s bu. bar and bear tra.n miss ion charges of in ter-state rJansm i s ion ) Stem towards supp ly of power. GWEL in terms of the interim o rder schedu led the power from it b us bar from

arch 1 7. �0 1 4 and paid inter-srate transn1 i s ian .charges. A PTEL ide its final Order dated Ma_ 8, 20 1 5

uphe ld G WE ' s contention of schedu l ing the power from b u bar and d i rected M EDCL ro reimbur e the inter-state transm ission charges h i the1t0 borne b G WEL as per its i n t 1�rim order. Accordingly, as at March 3 1 , 2020. GWEL h as raised cla im of R . 5, 5 .77 crore wwards reimbur ement of transm ission charges from M arch 1 7, 20 1 4 ti l l March 3 1 , 2020. M E .OC L preferred an appea l with Hon 'ble Supreme Court of l nd ia and a lso app l ied for stay proceedings for the abo e order of A PTE L. h i h was rejected by the Hon ' b l e Supreme Cou rt of Ind ia.

In v iew of the favorable O rder from A PTEL. rejection o f stay pet it ion of MSEDCL by the Hon ' b le Supreme Court of Ind ia, receipt of su bstant i a l amount toward re imbursement of transm ission charges and also

on ider ing th e lega l op in ion rece ived from legal cou n e l that G WEL has tenable ca \ ith respect to the

appea l fi led by M. EDCL aga inst the said Order w h ich i pend i ng before Hon ' b le Suprem ou1t of I nd ia. G WEL has recogn ized the re imbursement of transmission charges of R s . 535.77 cror re lating t the period

fro m March 1 7. 20 1 4 to March 3 1 , 2020 ( inc i L1d in g Rs. 32.26 ra re and Rs . 1 1 1 .68 crorc for the quarter and year ended March 3 1 , 2020) in the financ ia l statements of the G W E L.

(d) GMR Kamalanga En ergy L i m ited ( ' GKEL') , a joint venture of GEL is engaged in development and operation of 3 *350 M W under Phase I and I *350 MW un der Phase JT, coa l based power pr �ect i n Kamalanga v i l lage, Orissa and has commenced commerci a l operation o f P h a ·e I o f U1e project . G K E L has accumulated losses of Rs. I ,803 .49 crores as at M arch 3 1 , 2020, w h i ch has resulted in substan tial erosion of GKEL ' s net worth due to operational d i ffi c u l tie faced during the early srage of its operations. Further. GKEL has trade receivabl es, other rece ivab les and unb i l led revenue i nc l ud ing c la ims) o f R . 1 .501.8 crore as at M arch 3 1 . 1010. for coal ost pass through and various "change in law" events from its customers under U1e PPAs and have filed petition w ith the regu latory aulhoritie for sett lement of such c la i ms in favour of G K EL The paymen t from the customers against the c laims is substan tial ly pend ing receipl. Based on certain favorable interim regu Ia tory orders w i th regard to i ts pet it ion fi r ·Tariff Determ i nation ' and 'Tariff R e is ion' with i ts customers. t.he m anagemen( i con fident o f a favorable outcome toward the outstand ing recei ables o f G K E L

G K E L in iew o f the Supreme Court Order in Ener[:,')' Watchdog vs ERC a n d others and CERC order in its own case for Ha1yana Discern had sough t legal op in ion from the lega l counsel on certainty of the claims with B ihar f) iscoms. Considerin g op in ion n::(;eived from legal counsels that G K L has good tenable ca c with lrtual certain ty wi th respect to coa l cost pass through and favotuable Order fro m A PTEL dated _ I Ot:cembe 20 I S and C ERC judgment in G K EL's own case for Haryana D iscoms \� here the computation methodo log of coa l cost pass through was dec ided. the managemen t was v irtua l l erta in on rece i pt of the GKEL ' c laim of revenue on coa l cost pa s th ro ugh and wa of the opin io n that no cont ingen cy was in o l ved in t h is regard . G KEL has 110\ received a favorab le order on 1 6 September 20 1 9 whereby the CERC has a l lowed the coa l cost pass th rough to be charged to the B ihar Di com. based on a certain method logy. H we er, GK L has filed a revie\ pet i tion with Hon ' b le Appe l late Tribunal fo r E lectric ity dated 1 4

November 20 1 9 aga ins t th is methodo logy Olt the groun ds that the methodo logy stated i n th is rder. even though fav rab le. is con trad ictory to the methodology tated in the earl ier order of CERC in GKEL's case w ith Haryana D iscom . Accord ingly , GKEL has contin ued to recogn ize the i ncome on Coal Cost Pass Through c la ims of Rs. 8 .86 crores for the year ended March 3 1 , 2010 .

S l G N E D F O R I DENTIFI CATION

PURPOSES ONLY

Notes to the stan dalone financial results for the quarter and year ended March 3 1 , 2020

In the current year ended March 3 1 , :2020. GKEL h as accounted for late payment surcharge on b i l led invo ices to Haryana Disc ms amounting to Rs. 94.25 crore as per Order 1 3 5 of 20 1 8 passed by A PTEL dated 20 Dect:mber 20:!0 .

Further a s per th PPA \ ith G R r DCO. G K E L ha l l raise a co mbined invo ice f·or capac rty harge a n d energy charge. G K E L had ra ised in o ices and c la imed apa i!:y barges based 011 ava i lab i l ity dec lared to Swte Load D ispatch Center (SLDC) on the bas is o f Tari !" Orders issued b_ C E RC for F 2009- 1 4 and FY 20 1 4- 1 9 respect i e ly . However. G R IDC d isputed the dec lared avai lab i l it:y. calcu lated the apac ity charges and paid part ia l amount. aga in,st wh ich the G KE L has objected a to t11e method or calcu lat i n and fi led a petit ion before C RC in case no I 1 5 1 M P/20 1 9 on accoun t non re eipt of capac ity charge alo llg with late payment surcharge. C R h� pas ed an Order on 04 Februat)' 2020 and d i rected G R r DCO to pay th outstanding amoum a long w ith late pa ment surcharge a per CERC Tar i ff Regu lation :!O 1 -J.. Further. C E R has d irected S LDC to revise the ava i lab i l i ty for the sa id per iod as ava i lab le b U1e Company. ccord ing l . the Com pany has raised invoice to G R I D 0 on LP and recogn ised Rs. -+7.26 crore during ear ended March ., I . _0::!0.

GKEL has accounted for transportat ion cos t of tl a h as change in law even t as th e same was agreed in pr inciple by CERC vide Order 1 3 1 /M P/20 1 6 dated ::! I February 20 1 8 and recogn ized revenue amounting to Rs. 36. �6 crores for Ha t ana. Bihar and G R I DCO PPA for the ear ended March 3 1 . 2020 post c m p lying wirh the condit ions mandated in this regard . G K L h as n lt!d peti tion with E R C for determ inat ion o f compensation o f transportation charges of fl y ash a s per Order 1 3 1 /M P/20 1 6 and is 3 \ a it fng fi n a l order.

Further. there is uncerta i n ty regard ing the final outcome of l i tigat ions as regards cla ims aga inst GK EL. In v ie\v of these marter , bu iness p lans, valu at ion assessment by an e terna l expert during the year ended March 3 1 . 1020, the managem en t i o f the v iew that the carrying a l ue of th e i nvestments in G K E L he ld b GEL a at March 3 1 , 1020 is appropriate .

Fu rther. during the yem· ended larch 3 1 . 2010. as part of the strategi c i n it iati ves being undertaken by rhc management to ensure l iqu id i and timely paymem or its obl igations. the management o f the Compan . en tered in to share purchase agreement wi th J S W Energy L i m ited for sale of its equity rake in G KEL. H owe er. sub equent to the year end, th said transaction has been put on hold d ue to uncertainties on accoun t o f C O V I D - 1 9 pandem ic .

( e ) In iew of lower suppl ies I ava i lab i l ity o r tl< tura l gas to the po er generat ing compan ies i n I ndia, GMR Rajah mundr Energy L i m ited ( ' GR E L " ). an associate o f GMR Generation A set L i m i ted ·'GGAL""} . sub id iary of the om pany, G MR Vemagir i Power Generation Lim i ted ( ' GV PGL" ). a subsidiary fG L and G E L are fac ing shortage o f natura l gas suppl and de lays in secu ring gas l inkages . As a re u l t. G L has not generated and so ld electrical energy s ince pri l 20 l 3 . G R E L and GYP L emerged as successfu l b idders i n the au t ion process organ ised by the M in istry of Power m1d operated o n a n interm itten t basis from August 20 1 5 and Oct.ohl.lr 20 1 5 respect i ely t i l l September 20 1 6 b u lng Re-ga i fied Liquefied Natura l Gas ( ' R L G " ) a mHu ra l gas . These entit ie have ceased operations and have been incu rr ing lo ses inc lud i ng cash lusse on account of the aforesaid shortage of natL1 ral gas supply.

( i) GREL h ad not commenced commercial operations pend ing l i n kages of natural gas supply from the M inistry of Petro leum and Natural Gas t i l l the period ended September 30, 20 1 5 . As a result, the consortium of lenders of GREL decided to i m p lement Strategic Debt Restructuring Scheme ( ' SDR Scheme') . Pursuant to the scheme, borrow i ngs aggregating to Rs . I ,308.57 crore and interest accrued thereon amounting to Rs. 1 05 .4:2 crore wa con verted i n to eq u iry shares of GREL for 55% stake in equ ity share cap ita l of GREL and the Co mpany and GGAL have given a guarantee of Rs 2 . 5 7 1 .7 1 crore to the lenders against the remain ing debt. Under the S D R Scheme, the bankers had to find new promoters for G R E L with in the period as prescribed under th e scheme, wh ich exp i red du ring the year ended March 3 1 , 20 1 8 . Consequ ent to the S DR and th e convers ion of loans into equ ity share capital by the cons01tium of lenders. GREL ceased to be a subs id iary, GREL ceased to be a

SI G N E D FO R

I DENTIFICATION

PURPOSES O N LY

Notes to the standalone financial results for the quarter and year ended March 3 1 , 2020

subs id iary of the Company and has been considered as associate as per the requ irement of lnd AS -2 8 .

Du ri ng the year ended M arch 3 1 . _Q 1 9 . 011s idering that G R E L cont inued to incur losses in absence of commercia l operations. the con ortium f I nders has decided Lo i mp lemen t a revised res lu t ion p lan w h i h has been approved by a l l the lenders and accord ing ! the lenders have restrucru red the debL The Compan, along w ith its subsidiaries has pro ided guarantee co the lenders agai n ·L the serv icing o f susta inable debLS h av ing pr in · i pa l amounting to Rs. 1 . 1 '27.9 1 crore and a l l in terests there on , inc lud i ng an orher ob l igat ion ari ing ou t of it and discharge of the put opt ion in regard to Cumu lat ive Redeemab le Preference h ares ( " R PS · ) ( unsustainable debt ) amou.n ti ng to Rs . 9-tO. -9

rare. i f any exerc i ed by the C R PS lender·, as per the tem1s of the revi ed reso lut ion p lan .

( i i ) Dur ing the year ended larch .., I . _Q 1 8. pu rsuan t to the appeal fi led b Andh ra Pradesh Disccuns

· A P D I SCOMs" ). the Hon " b le Supreme C urt held that RL G is not natu ral gas and accord ing ! G V P G L cannot be en t it l ed for capacity charge based on avai lab i l ity dec larat ion for gent:rat ion of power on the bas is of R LNG . GVPGL had als fi led pet ition cla iming lo es o f Rs. -W7.00 crore

perta in ing ro capacity charges perta in in g to period 2006 to 2008 before A ndhra Pradesh E l ectrici ty R egu latory Comm iss ion (" A P ER C ' ). Over rhe years. the case was heard for dec id ing the juri d iction to adjudicate the proceed ings. D u ring the ear ended Mar h ., I . 20 I 9. the Hon " b l e H igh Court of Andhra Pradesh passed iL J udgment an d he ld that the Central E lectric ity Regu latory C mm ission ( "CER · has r.h e jurisd iction to adjud icate the present d ispute . The Supreme oun v ide its order dated February 4. 2020 d i ·m is ed the aforesaid petit ion of the D I SCOMs and held that ERC w i l l have j ur isd ic t ion t o adjud icate the d ispmes in the present case and d irected CERC to dispose off the petit ion fi led before i r w ith in ix months.

Addit ion a l ! , during the year ended 1arch 3 1 , 20-0 . in ca e of G V PG L's l i t i gat ion \ i th A PD I COMs, wherein A P D ISCOM refused to accept declaration of capacity a ai labH ity on U1e basi of deep water gas c i t ing that narural gas for the purpo e of PPA does not inc lude Deep Water Ga and consequent refusal to schedu le power fro m G V G P and pay app l icable tar iff incluJing capac ity c harges. CERC ha passed order dated J anuary -8. '2020. declar ing that nalllral gas for the purp e o f PPA i nc ludes Deep Warer Gas. A ccord ing! . GVGPL is en t i t led to claim capacity charges from A PD JSCOMs from October 10 1 6 based on ava i lab i l ity dec laration for generat ion of power on the ba i of deep water gas. along witb late payment surcharge .

GVGPL has calcu lated a cla im amount o f R . 7-1 1 .3 1 crores for the period from October 20 1 6 t i l l February :!020. ou t of 1�h ich t h e Company h a s cla imed b y u bm inmg i n voice to P D I C O M s of Rs. 363 .42 crores for the p r iod from Oc tober 20 1 6 to Janumy 20 1 8 and is in the p rocess of subm itt ing invoices for th e remain ing amounts.

( i i i ) Dur ing t h e year, G L entered into a S a l e a n d Purchase Agreement w i t h a prospec tive buyer for a consideration of U S D I . 5 crore for sale of the Barge Moun ted Power Plant ( ' Barge Plam· on as i where is basis. out of which U S D 0.30 crore has been rece ived t i l l March 3 1 . 2020. The transaction was xpccted to be comp leted by May 3 1 20-0. However, the d ismant l ing work is on hold due to CO V I D- 1 9 . However. the management is con fidem of com p leting the transfer of Barge b December 3 1 . 20_0 , i nce the estimate of rea l izab le va lue amoun Ling R . 1 1 2 .02 crore done by the m anagement as at M arch 3 1 , ::20::0 i ansi ten t with the consideration for the Barge Plant as per the agreement, no further impa irment charge i requ ired.

( iv) Further, the man age ment of the C mpany i evaluating variou approaches I a lternatives to dea l with the situation and is con fident that G vem ment of I nd ia ( ' G I " ) o u ld take further n ecessary teps I in itiatives in th is regard to impro e th e iwation regard i ng avai lab i l ity of n atural gas li·om a l ternate

. .-. . ... c--� . . ) S \ ...;; . L:. .. L : i 1'-

I D ENTi F I CATION

P U RPOSES ON LY

Notes to the standalone financial results for th e qua rter and year ended March 3 1 , 2020

sources in the foreseeable future. The management of th e Com pan carried out a va luat ion assessment of GR EL and GVPG L dur i ng the year ended March 3 1 . 1010 ' hich in l udes certain assum ptions relat ing to avai lab i l i ty and pric ing fd mestic and imp rted gas. future tar i ff. ty ing up of P P . rea l ization of claims for lo se incurred i n earl ier periods and current per iod from the

u tamer and other operat ing parameters. wh ich i t bel ieve reasonab l. reflect the future expectat ions from these projects. Th business p lan of G R E L cons idered for a luat i on asses ment has been approved by the consort ium of lenders at th e r i me of execution of the reso lution p lan . The managem ent of the Company w i l l mon itor these aspects c lose ly and take acti ons as are con idered appropriate and i confident that these gas based en tities w i l l be ab le to generate sufficien t profits in futur years and meet their financ ial ob l igations as they arise and G E L w i l l be ab le t d ispo e off the Barge Po�· er P lan t as per rhe aforementioned ale and Pur hase agreement. Based on the a forement ioned reasons and bu fness plans. the management is of the v iew that tl1e arry ing value of the in vestmen t in GVPGL amount ing to R s. 605.70 crore b G E L as at March " I . ?.020 is appropriate. The Compan has prov ided for irs investmen t in fu l l in G R E L and the management is confident that no further obl igat ion 1 ould arise for the guarantees prov ided tO the lenders again t the erv ic ing of sustainable and unsustainable debts

( f) G M R Badrinath H dro Power G eneration Private Limited ( ' GBHPL" ) a sub id ia r of G EL. is in the proces of sett ing up 300 M W h dro based power p lant in A l aknanda R iver, Chamoli District o f U narakhand. The Hon'b l e Supreme ourt of India 'Lhe ourt'). w h i l e hearing a c iv i l appea l in the m aners of A Jaknanda Hydro Power Company L im ited. d irected v ide its order d ated May 7. ?.0 1 4 that no further .construction work shal l be undertaken by the �-l projects com ing up on the A laknanda and Bhagira th i bas ins unt i l further order . Fu rther. dur ing the year ended March 3 1 . 2 0 1 6. M in istry of En ironment Fore t and C li mate Change ( MoEF") has represenred to the upreme Court of I nd ia that of the six hydro projects in Uttarakhand, t\ o projec inc lu ding G B H P L requ ires certa in design mod ifications as per the po l icy st ipu lal ions. During the year ended March 3 1 . 20 1 8 . the a l id i ty o f Envi ronmemal C learance ( 'EC' gran ted to GBHPL by the MoEF ceased to exi t . Pmsuant ro an app l ication made by G BH PL . the M o EF v ide i ts letter dated Apr i l 1 7. 20 1 8. proposed to e •tend the EC granted to G B H PL for a period of 3 years. subjec t to the final outcome of the maner pend ing before the Court. Based on its internal assessmem and a lega l op in ion, the management of G BH PL is confident of obta in ing the requ is i te c learances and based on bus iness pl an and a va luat ion as essment carried out by an e tern a I expert dur ing the year ended M arch 3 1 , 2020 the management of the Com pan is of the iew that th e canying alue of th e in estmen ts in GB H PL by G E L c u a t M arch I . _010 is appropriate .

5 . The Company th rough its subsid iary G M R oal Resources Pte. L im i ted ( "GCRPL' b as in vestments o f R . 3.6 1 8.65 crore in PTG EMS, a joint ventme as at March ., I . _020. PTG EMS a long with its ubsid iar ie is engaged in the business of coa l min ing and trad ing activities. The cost of i n vestments is s ign i tican r l h igher tban the book alue or assets of PTG EM and inc ludes certain fut ure bene fits inc lud ing Coa l upply Agreement ( " S A ' ) of G R PL w ith PTG EMS wh ereby the Company a long w i th its subs id i aries is ent it led to offtake stated quantity o f coal a per the terms of the C A at an agreed d iscount o ther than profit from m i n ing operat ions. Though the shares of PTG EMS are l isted on the o er·eas e -changes. the management is of the view that th q uoted pr ices are not reflective of the u nderly ing value of Lhe m i nes as in the past few years d1e shares have been ver th in ly traded. Based on protitab l e m i n ing operat ions. ramp up of produ tion volumes and other assumpt ions around ofr take at a d i scounted p r ice and trading thereof considered in va luat ion assessment carried o u t b. an e ·tern a I expert d uri ng the year ended March 3 1 . 2020, the managem ent be l ieves that the carrying value of aforesa id investment i n PTG E M S as at March I . 10�0 is appropriate.

6 . During the year ended March 3 1 , 20�0, GMR Highways L i m ited ("GMRHL"'), a subsid iary o f the Company. received approval of shareho lders and creditors and subsequent confi rmation from National Company Law Tribunal (NCL T) v ide the order dated March 20, 2020 has reduced its issued, subscribed and paid-up equ ity share capital from Rs. 2,052.93 crore (comprising 2,05,29.29,749 fu l ly paid up equ i ty sh ares of Rs. I 0/- each) to Rs. 775.44 crore (comprising of 77,54,40.5 1 0 fu l ly paid up eq uity sh ares of Rs. I 0/- each ) . S uc h reduction has been give n effect by cancel l ing and exting u ish ing 62.- �% of the total issued, subscribed and paid up

S IG N ED FOR I D ENTI F I CATION

P U R P O S E S ON LY

Notes to the standalone financial results for the quarter and year ended March 3 1 , 2020

equ i ty share cap ital o f the G MRHL (the · ·capital Reduction"). The shareholders whose share capital has been reduced have been paid a sum of 1 0 pais per equ ity share as a considerat ion.

7 . Effective Apri l 0 1 , 20 1 9, the Company has adopted Tnd A S 1 1 6 "Leases" and appl ied the standard to lea e arrangements exist ing on the date of i n itial app l ication us ing the mod i fied retrospect ive approach w ith right­of-use asset recogn ized at an amount equal to the lease l iab i l ity adjusted for any prepaymenrs/accrual recogn ized in the balance sheet immed iately before the date of in itial appl ication. Accord ingly , comparatives for the year ended March 3 1 , 20 1 9 have not been retrospectively adjusted.

8. Dur ing the year ended March 3 1 . 2020. the ompan has accoun ted for provision for d im i nu tion in value of lnve tments at amortised co t, loans/advances amounting ro R . 990A 7 crore ( March � I . 20 1 9 Rs 4 75.96 c rore) gi en to group compan ies. wh ich has been d isc losed as an exceptional item in the standalone financial resu l ts.

9. Debt Se1 ice Co erage Ratio (DSCR) represents profit and other i n come and before finance costs. and LaX e · penses I Finane costs p lus prin c ipal repa ment of loan funds during lhe period. I SC R represents profit and other i ncome and before finance costs and tax expenses I fi n ance co ts. Debt-equ i ty ratio represents loan funds ( long term borrow ings, short term borrowings and current maturity of long-term borrowings included in current l iab i l ities)/ shareho lders' funds (eq11 ity shares + other equity) .

1 0 . Paid-up debt capital represents outstand ing non-convert ib le debentures issued by the Company (exc lud ing provis ion for redemption p rem ium) as at the period end.

1 1 . Other operating income inc ludes interest income, d iv idend income, income from m anagement and other services and profit on sale of current investments considering that the Company undertake investment activit ies.

1 2 . With the recent and rap id development of the COVTD - 1 9 outbreaks, many countries have implemented travel restrictions. The company has majority of its investments in the A irport sector. Energy ector. Highwa

ectors and Urban Tnfra sector and with respect to COVID 1 9 impact on the busines o f these entit ies, management bel ieves w h i l e the COV ID 1 9 may i mpact the businesses in the short term. i t does nm antic i pate med ium to long term risk to the business prospects. Considering th e bus iness p lans of the in vestee companies the management does not foresee any material i mpact on the fair value at wh ich the aforemen t ioned investments are carried. Accord ingly. no adjustments to the carry i ng value of these investments are considered necessary. F urther, the' management has made detai led assessment of its l iqu id ity position for the next one year and of the recoverabi l ity and carr i n g values of i ts assets as at the balance sheet date and has conc luded that there are no material adjustments requ ired in the fi nanc ial resu lts. The im pact of the COVID 1 9 pandemic m ight be d i fferent from that est imated as at the date or approval of these financ ial results and the Company w i l l c losely mon itor any material ch anges to the future ec nomic cond itions.

1 3 . The figures of the last q uarter of d1e current and previous years are the balanc ing figure between the aud ited figures for the respecti e fu l l financial year and the pub l ished u n aud ited year to date figures for the n ine months ended of the respect ive financ ial years.

1 4 . The standalone financ ial re u lts of the Company for the quaner cmd year ended March 3 1 , 2020 have been rev i ewed b the ud it Co mmittee in their meeting on Ju ly -9. 20_0 and approved by the Board of D i rectors in their meeting on J u ly 30. 2020.

S I G N ED FO R I DENT I F ICATIO N

P U RPOSES O N LY

Notes to the sta n dalone fin a ncia l res ults for the quarter a n d year ended March 3 1 , 2020

\ i"· Previous quarter I pe('iod I ) ea r · s figures have been regrouped/ rec l ass ified. wherever n ecessary to confirm to current period ' s class i ficati on.

New Delhi J u ly 30, 2020

S I G N E D F O R

I DE NTI F I CATI O N

PU RPOSES O N LY

For GMR I n frastructure Lim ited

G m�� M anaging D i rector & CEO

I.

ANNEXURE I G'l tt rnfrasfT\ICIUI't. I.Jrnhtd

Sl:atcmcnl nn lmjt:lCI nr Au1li1 Qualilic:.�tinns {lm :.�uti it l'l.1wrt with rnmllfil'kl llflilllun) ndunillcll h�· GMR Tnrra.dtl..ICtuH' limitcLI a.lnnl! \I ith its standalum: fin:mdal n.�Uit!i fur tile 't'Jir t:nctlMun:h J i , lll::!lt

st. No. Par1h:ulars / TUIHU\"i;:r ll)!nl llltf'lmC [ I I I C.JI..u.finu Olhtr I I IC L1 1\lt:l

· r ,\t;al Expcndilu r e !mcludulg fi nance cost, l:l'\ e-.;penscs share of'

! loWprolh wuh assoctates :tnd nunont) •ntere!.t bdOte cxcepttOn.JI

m:nu1 E"(C�fUIUnJi utrn .. < ((!.iltttl / loss (1 t t : l l

Ei\TIIHlRI Pe1' Share (In Rs 1 - RoMe b Tf'II:L l .·\Jm:tl\

8 Ncl \Vunh l[ci"cr nlH� 1 )

.\udited Figures (as repot led before adjusting for

1 unlllkolinn.sl I l<iJ �0

I b5 1 us

1 .2. 2 1 3 7h

Adjusted Figures (audited figures after

lhJjU,1ili� (t'lr:....!i!l:ll.irinflon$/ I I�J 00

l.lJ.SI 65 900 47

I I 479 I Jl

r\n�· odu.:r tinancial item(s) (as fdt appropnatc by the- mana;;;cmcnt) RctCr Emphasis ofi\ (a\ ler par agraph r n the AuJitor's R�p011 on Year to Dare standalone FinanCial RL·sul ts

'\'ole: I Net \\onh has been calculated as per the definr]lon of nc\ wor th 111 Gurdance Xotc on "Te11115 used in Fi1•anctal Statements .. rssucd b) the Tnsutute ofChartc1cd Accountants ot 1ndi:t

Jr. t \utlft Qwdlfic�HJtUI {cnr.h :uuJl�quaJin<'nliiJII UjlCr�ottdV) : ti) Qu11H0c.nllun I

Ia. Details of audit qualification: ·\i St�Hed rn Note 4(a) to the :-rccompan}mg statcmem, the Comp;my has Invested tn GMR Generation Assets L r m r ted ('"GGAL l and Gf\fR Energy ProJ ects T\f::umtius Lrmued (''GEPML),

subsrdianes of the Company whrch ha\e further 1 11\'ested rn step down subs1dia11cs and Ji"llnl ventu1e!' Further the Company wgethcr with GGAL Jnd GEPML has r n\ cstmen ts 111 Gl'vfR

Energy Li mr tetl ("GEL '), �JOint \ enturc company amoun tr ng RJ 1 ,S97 63 c1 01 es and has outstanding loan ;unoun ting to Rs � 1 2 66 crme tcCO\el able from GEL as at f\larch l l 20:!0 GEL

has l"urth�r ln\ I!Stctl tp GMR \"emag11 1 P1.m er Gene1a1ion Lirni tetl i"GVPGL J amJ GMR (Batlnn!uh) Hydro Pm\cr G�nc1allon Private Lt m i tctl ('GB HPL') both substtlutnl'S of GEL anti in G�ln Kamalang_J Energy L11n11ed JOIIll Hnturc of GEL and GGAL h:1s funhc-1 'nvested 111 GMR R aj ahmuuMy Energy Lrrnr ted 1 GREL ' ) an assocrate company of GG:\L Th<l l'ln�rcmt:lllloned Ill\ estrncnts are ca1 r red at therr respccl i\ c I:1Jr \ aluc 1 1 1 the financ1al statements a.s per lnd \S I 09 - F•nanClal lnstrumcnts

As menuoued 111 note -l(e) GVPGL and GREL ha\ e ceased oper:nrons due to contrnued Ullt\\JL iabrl rty of adequate supply of natur.l l �Js and othe1 factors mentioned m lhe Jtd note and lm\'C been uH:urnng srgmlica.nt losscs, tnduding cash losses \\llil consequential eros10n of thc1r respe�.:t r \ C net worth Further GREL has entered miO :l reso1ution plan \\llll lls lenders tb IC�1n..t C I U I C" 1ls tlebt ob l igJ ti ons during the \'car ended J I March :!O f 9 The Company has g1\ en t.:crtam �:orpotatc guarantees fm lhc loans mclutli ng Cumulat1H RedL:�rnabl� (J�fcttll l e

Slutcs ('CRPS')antl Cumulati\•e Rcd�cmab lc Pr cfer�nt.:c Shares ( ' (RPS- ) outslanding in GREL arnounung to Rs 2 OoS 50 t:rorl's

Thr ca1 ry•ng \'Jlue of the uwestmenl of the Company 111 GEl to the extent of amourlt Ill\ ested U\ G\"PGL and the Company's obl igmrorts to\\ards the corporate guarantees gr\ en for OREl Arc slgmfica1rll} dependent (Ill the achrcvemcrlt oJ key assumpuons cons1dercd 1h 1hc \.tluation pertllrmcd by the CX"lCinal eX"pert part1cularlv wJLh respect to avJi lablht) of natural gas, HlWtC t:u r tT or PO\\er generated and rcJliz:Hion or darms for losses rnCUJ rcd Ill eal'lrtr penods frnm the custontcl lSi dct.J.ilcd Ill lhc aforcmentJoned note The Company has prm•ided for 1 (.$ lm �stmcnt 1n lull m GREL an d the mnnagcment IS confident tllJt no !lu ther ob l igation \\ould arrse for the gua r antees prO\'ltled to the lenders agarnst rl.lt: scn �e1n_g or sus1a10able and unsuslamable debts

1\S m�ntioned ln note -t(d), the p1 oposed snle of' equity stake by management ��fGEL 1n GKEL during the } C:Jr entled Mardr Jl 20�0 has put ,ln holt! by the buyer subsequent 10 the year entl The management conunu�s to Jccount the mw:strnent tn GKEL bascJ on the \a\uculon pcrlOrmcJ b\ oJn ex ternal (.'.'<pCr1 USIJtg the d iscountl!d ti.Ulrn.: cash tlows rncthotl \\lllci'I IS significantly dcpendenl on the Jclr rc\ cment of certain assumptions cons1dered tn aforemcnuoned \ alu:1l10n utclud�ng the t.�ncertalllry Jnd the fhtal outcome of the l i trgauons as 1 egards cla1ms against

GKEL

FunJu;!l . Js mentioned r n m nOle 4(f) GBHPL hJs stopped I he constmc\lon of the 300 MW hydro based pO\\CI planl on r\IJJ\nandJ 11\ ct ll ttJr Jkhand stncc Ma} 07. 20 \..I on dirccUons of Hon'ble Supreme Court at fndia l ) he Supreme Court'J The ca1�'1Rg value of the 10\ eslmcnts rn GBHPL 11 sign ificantly Uepentlent upon obta1 ning reqursrte appro\als from Supre111e court. en\ rronmcnlill d car ances, a\ at labHjty offi.mtli ng suppon and a chi 1..!\ emcnts ofthl..! kcv assurnplalnl made 111 the \ aluation ass�ssment don e bv an ex tel nal expert

Accordingly ow1ng to the afot(Jntl\ltoned uncertamt1es. we are unable to comment upon adjustmen ts. rf Jny that •n�)' bt: requ1rcd to the carryrng \aluc of the non-current Lnvestmcnt and

any further provrsions. l f< llly. rc,turred to be mJde for the satd obhgauom. and the consequent1al •mpact on the acr;ompanyrng Statemen t

C'. F"or .-\udil Qualifictuitn!\•1 where thl! ln_!llM'"I is mH _q�nuliflt"tl bv lhC' audhur '-'f.lUtDgtllftctU vrew !S documen ted tn no1e � d 1 c and -t fof siJndalone quat tedy/annual resul ts of GTL for March 3 1 :!0:!0 As detJiled �n the notes on accou nt of non g,\."Dt !Jbihry of gJS .. both GVPGL and GREL pl;:un.� were 1101 ope1;;�Led f01 slgntfrc;;�rlt t rme resu!lrnl! rn eros1on of cconomtc value \'anous stakeholdcts 1ncludin_:! Ccmrnl and State Governments h�\C 1\Jm!tdalcll �chemcs fur efficient utrhsat\011 of these l'ac! l l tles, though these effOrts have not brough t 111 permanen t resolutrons to the operauons GREL have 1mplcmcn1ed resoluttou p.l.:m dunug the \CJI eudln!! !\larch 20 1 \) to l e5-tructure Hs debt obllgatJon wh1ch would tmp!O\ e the plolitJbrlm• and consequently the cJrrvrug cost of these compan r es Furthe1 CERC has p.l.»td order tlatctl January ::!8 :!O:W dedaring that n<�.tutal ;;;a s ror Lhe puqJOse of PPA mdudes Deep Water Gas and anmdi ngly GVGPL b en lr tletl ro dau!l capacrty charges from APDIS OM; j\·ow O�o:tob �r .20 It; b:1scd on <lVAI Iab\hty Jcdaral!llll li.Jr gcncralrt.m ot'�0\\\:1 on th� basrs of dc�p w;lleJ gas alon� \\llh lntt: paymcnt su1char!:.l' GVGPL h"l1s c:.�l culatetl � cl aun :.illll'Unt ot"R.s 74 1 Jl crme \\luch \.\11\ fur the1 lmp! O\'c the 'aluation Takin� rnlo account the unce• ta1nHLes J.S);QCiated ·.m .. h the etl"'u1ts ofva1tous stakeholders management IS nol 10 o1 Pl'SIIIOn to assess the

11:11 l.lCI of these mcasu1 es on the carryutg values

Basrs the ln aerna l Jssessmcm and legal opr n rons, the management of the compJny I S confident of oblaHllng the reqUisite dearances and fa\ ourable ordeo;; for GBHPL :md Gf\.EL and based on bu!!mess plan and ;\ \ :lluauon Jssessmern CJJrrcd out by Jn e-xtc1nal e-xpe11 the management ol the Group rs or the \ICW that the cal l)'rng \ Jlu� ol nel �sscts or ,QHPLIGKEL by GEL as bt Match 11 �010 1S appropllale

f ull ..\udhorlo' Cummt:nl.� �n (i) 11r Iii I ;almn�:

S IG N E D FOR

I DENTI F I CATI O N

P U R P O S E S O N LY

III lSi nat(lrUll;

Maoagine Director & CEO Grandhi Klnn Kumu L 1J. �rr�

--- - .

Chter Flm�nchiil Orflcer Saurabh Chawla �

Audit Committee Chairman N.C. Sna�cS'YOrln �\1)� \\ .1lkcr Chondluk & Cn LLP C'hurh:rcd Acrounranls I CAl firm rr�;:,istration numhcr: 001 0761"'1 NSOOOI '\

,"ii�IUhll Auditor .vf per Nccraj Sharma l'1111ucr Mt�mJJ.rrshis• �umber. 502103

PL.t"�· !'�:�� Udflt o.uc Julv JC. 102D