The Board of Directors presents the 29^th Annual Report together
with the audited financial statements of the Company for the
Financial Year (“FY”) ended March 31, 2025.

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

The Hon'ble National Company Law Tribunal, Chandigarh Bench
(“Hon'ble NCLT”) had passed Order on June 11, 2024, sanctioning
the Scheme of Amalgamation and Arrangement amongst
erstwhile GMR Airports Limited (“erstwhile GAL”) and erstwhile
GMR Infra Developers Limited (“GIDL”) with and into GMR
Airports Limited (formerly GMR Airports Infrastructure Limited)
and their respective shareholders and creditors (“Scheme”).
Certified copy of the said Order of the Hon'ble NCLT was filed
with the Registrar of Companies on July 25, 2024 and the Scheme
became effective from that date, with an appointed date of April
01, 2023.

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

The name of the Company has been changed from “GMR Airports
Infrastructure Limited” to “GMR Airports Limited” and a fresh
Certificate of Incorporation was issued by the Ministry of
Corporate Affairs on September 11, 2024.

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

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

GMR Nagpur International Airport Limited (“GNIAL”), wholly owned
subsidiary of GAL, will lead the transformation of Nagpur's Dr.
Babasaheb Ambedkar International Airport into a world-class facility.

The project is part of India's larger vision to elevate the country's
aviation infrastructure to global standards, ensuring seamless
connectivity and supporting the growth of regional economies.

Strategically located in Central India, Nagpur serves as a critical hub
for both passenger and cargo traffic, playing a pivotal role in regional
connectivity. GNIAL is embarking on a plan for phased development
that will enhance the airport's ultimate capacity to 30 Mn passengers
annually, positioning it as a key airport. This transformation is set to
not only enhance connectivity within the Vidarbha region but also
strengthen its economic infrastructure. GAL's commitment to
modernise and expand the airport includes a significant boost in
cargo handling capabilities - increasing the capacity to 20,000 metric
tons. This development will establish Nagpur as a logistics hub,
driving regional trade and fueling economic growth across Central
India.

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

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

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

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

Performance Highlights- FY 2024-25

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

• The Airports Economic Regulatory Authority of India (“AERA”)
has issued the Tariff Order dated March 28, 2025, for Indira
Gandhi International Airport, Delhi, determining the tariff for
aeronautical services for the Fourth Control Period (April 01,
2024 - March 31, 2029). Against the existing Yield Per Pax of ~
' 145 valid under 03^rd Control Period, the nominal Yield per
Pax has been increased to ' 360 throughout the balance four
years of Control Period valid till March 31, 2029.

•    The Company increased its shareholding in Delhi International
Airport Limited (“DIAL”) to 74% by acquiring 10% of the equity
shares in DIAL, earlier held by Fraport AG Frankfurt Airport
Services Worldwide (“Fraport”), for total consideration of USD
126 Mn.

•    GMR Airports International B.V. (“GAIBV”), a subsidiary of the
Company has divested its 50% stake in Megawide GMR
Construction JV, Inc. (“MGCJV Inc.”), to Megawide Construction
Corporation (“MCC”), for a consideration of an amount of PHP
80.00 Mn.

•    GAIBV, a subsidiary of the Company had in September 2022
entered into definitive agreements with Aboitiz InfraCapital
Inc. (“AIC”), towards transfer of its 40% equity stake in Aboitiz
GMR Megawide Cebu Airport Corporation (“AGMCAC”) to AIC,
in phased manner. While about 7% of the GAIBV stake was
transferred to AIC during December 2022, the balance 33%
stake was transferred on October 30, 2024, in settlement of
the exchangeable bonds issued to AIC. However, GMR
continues to operate as “Technical Services Provider” until
December 2026.

•    The Company has during the FY 2024-25, successfully raised
' 15 Bn in form of Non-convertible bonds with a tenure of 3
years.

•    GNIAL, a wholly owned subsidiary of the Company has signed
a Concession Agreement with MIHAN India Limited on October
08, 2024, towards the upgradation, modernisation, operation
and maintenance of Nagpur's Dr. Babasaheb Ambedkar
International Airport.

•    The Company has emerged as the Selected Bidder to
develop, operate, manage and maintain the Duty-Free
Outlets at the Delhi Airport (Delhi Duty Free Concession).
Subsequent to the issuance of the LOA, the Company has
entered into a License Agreement towards the said Delhi
Duty Free Concession, to take up the operations. On July
28, 2025, the Company has started the operation of duty¬
free business at Delhi Airport.

•    DIAL has received a directive from Ministry of Civil Aviation
(“MoCA”), Government of India (“GOI”), vide its letter dated
May 15, 2025, through which GOI has revoked the Security
Clearance of Celebi group entities operating in India, with
immediate effect, in the interest of National Security.
Following the Government directive, DIAL has terminated
the Existing Concession Agreement with Celebi Delhi Cargo
Terminal Management India Private Limited (“CELEBI”) to
operate cargo terminal at Delhi Airport. CELEBI has filed
appeal with Hon'ble High Court of Delhi against the said
termination which is rejected by the Hon'ble High Court of
Delhi vide order dated July 07, 2025. However, CELEBI has
now filed an appeal with Divisional Bench of Hon'ble High
Court of Delhi against the order. Further, DIAL has granted
the said concession on the existing terms of the Concession

to the Company which already has security clearance as
Regulated Agent to carry on Cargo business at airports. The
grant of Concession to Company by DIAL is subject to re¬
bidding process once CELEBI appeal is closed.

Ý    Passenger Traffic at Delhi International Airport during the FY
2024-25 increased by 8% Year-on-Year (“YoY”) from 73.7
Mn to 79.3 Mn. Passenger Traffic at Hyderabad International
Airport during the FY 2024-25 increased by 18% YoY from 25
Mn to 29.5 Mn. Passenger Traffic at Goa International Airport
during the FY 2024-25 increased by 7% YoY from 4.4 Mn to 4.7
Mn.

Bhogapuram and Crete construction works are progressing as
per schedule; 69% and 48% progress has been achieved
respectively as of March 2025.

The Board of Directors of GHIAL, a subsidiary of GAL, has
declared an interim dividend of ' 7.5 per share, aggregating to
' 2.8 Bn.

Ý    The Company during FY 2024-25, acquired 49% of the equity
shares of Bird Delhi General Aviation Services Private Limited
(“BDGASPL”). The principal activities of BDGASPL comprise
running Fixed Based Operation (FBO) and Maintenance, Repair
& Overhaul (MRO) services for general and business aviation
aircrafts at Delhi Airport.

Ý    GHIAL during the FY 2024-25, had entered into a Share Purchase
Agreement (“SPA”) for acquisition of 70% stake in its associate
company, ESR GMR Logistics Park Private Limited (“EGLPPL”)
with other shareholders of EGLPPL i.e., ESR Group. Post this
acquisition, EGLPPL has become a wholly owned subsidiary of
GHIAL.

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

Ý    Climate Change Management: With climate change
becoming one of the most pressing global challenges, GMR
Group prioritises reducing its carbon footprint through
energy efficiency measures, renewable energy adoption, and
climate adaptation strategies. The Company is committed
to achieving Net Zero Carbon Emissions by 2050 for its
airports, including Delhi and Hyderabad, which are leading
the way in carbon-neutral operations.

Ý    Energy Management: GMR is dedicated to optimise energy
use across its operations. The transition to renewable energy
sources—such as the installation of solar plants at Delhi,
Hyderabad and Goa along with energy-efficient infrastructure
design are critical components of this effort. GMR Airports is
at the forefront of energy transition efforts in the aviation sector,
contributing to both national and global clean energy goals.

Financial Results- FY 2024-25

a) Consolidated Financial Statements

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

The revenue increased by 18.96% from ' 8,754.56 crore in FY 2023-24 to ' 10,414.24 crore in FY 2024-25 mainly due to increase
in revenue from aeronautical, duty free, retail, advertisement, cargo, ground handling, hospitality, and car park activities and on
account of increase in air traffic.

The revenue share paid / payable to concessionaire grantors increased in FY 2024-25 on account of increase in revenue due to
increase in business and air traffic.

b) Standalone Financial Statements

The revenue increased by 53.67% from ' 822.17 crore in FY
2023-24 to ' 1,263.40 crore in FY 2024-25 mainly due to
increase in non-aeronautical revenue, Engineering,
Procurement and Construction (EPC) revenue, consultancy
revenue, management and other services revenue.

Exceptional items comprise impairment in carrying value of
investments, loans/ advances/ other receivables carried at
amortised cost (net) and interest waiver from KIA FCCB
holders.

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

Dividend

Your directors have not recommended any dividend on equity
shares for FY 2024-25.

Reserves / Appropriation to Reserves

The major reserves of the Company on standalone basis for FY 2024-25 and the previous year are as follows:

Management Discussion and Analysis ("MDA")

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

State of the Affairs of the Company and its Subsidiaries

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

Composite Scheme of Amalgamation and Arrangement

The Hon'ble National Company Law Tribunal, Chandigarh Bench
("Hon'ble NCLT”) had passed Orders on June 11, 2024 sanctioning
the Scheme of Amalgamation and Arrangement amongst
erstwhile GMR Airports Limited ("erstwhile GAL”) and erstwhile
GMR Infra Developers Limited ("GIDL”) with and into GMR
Airports Limited (formerly GMR Airports Infrastructure Limited)
and their respective shareholders and creditors ("Scheme”).
Certified copy of the said Order of the Hon'ble NCLT was filed
with the Registrar of Companies on July 25, 2024 and the Scheme
became effective from that date, with an appointed date of April
01, 2023.

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

Consequent to the compliances with all statutory provisions,
filings and upon issuance of certificate of name change by the
Registrar of Companies, the name of the Company was changed
from "GMR Airports Infrastructure Limited” to "GMR Airports
Limited”.

Airport Sector

The Company's airport business comprises five operating airports
viz., Delhi International Airport, Hyderabad International Airport,
Goa Airport at Mopa and Bidar Airport at Karnataka in India and

Kualanamu International Airport in Medan, Indonesia. Further
two assets are under construction viz., Bhogapuram International
Airport (new Visakhapatnam Airport) in Andhra Pradesh, India
and Crete International Airport in Greece. GMR will continue to
serve as the Technical Services Provider to the Mactan Cebu
International Airport in Philippines until December 2026.

In a major development during the year, after a protracted
litigation, Hon'ble Supreme Court in October 2024 confirmed
the finality of Nagpur Airport concession rights in favour of GAL.
As per the directions of the top court, GNIAL, a wholly owned
subsidiary of the Company, signed a concession agreement with
MIHAN India Limited in October 2024 to upgrade, develop and
operate Nagpur's Dr. Babasaheb Ambedkar International Airport.
GNIAL is expected to take over operations in FY 2026, post
completion of conditions precedent.

In addition, GAL continues to pursue opportunities for new
airports as and when they arise. We are actively tracking the next
round of regional airports being privatized by the Government
of India. GAL will also selectively explore international
opportunities. Furthermore, GMR Airports is looking to drive
growth not only through Airport Concessions, but also through
expansion in the field of airport related adjacencies including
Operations & Maintenance of airport infrastructure, Duty Free,
Cargo, etc.

In FY 2024-25, the Indian aviation industry experienced strong
growth, with domestic passenger traffic rising by approximately
9.1% YoY to 335 Mn (including arrivals and departures),
surpassing pre-COVID levels of 275 Mn in FY 2019-20 by 22%.
International passenger traffic also saw a notable increase,
reaching approximately 77 Mn-reflecting a 10.7% growth over
the previous year. These figures underscore the sector's robust
recovery in India and sustained momentum across both domestic
and international segments, despite a number of headwinds that
the sector has been facing. India has been amongst the best
performing markets in the world, well ahead of most countries
across the world.

The financial performance of airlines in India demonstrated solid
momentum, driven by better pricing power and higher yields,
leading to better revenue per available seat kilometre (RASK-
CASK) spreads. Despite improved financial performance, the cost
environment for airlines remained challenging in FY 2024-25.

Aviation Turbine Fuel ("ATF”) prices, though 8% lower than FY
2023-24 levels, continued to exert pressure on operating costs,
remaining approximately 47% higher than pre-COVID
benchmarks. Additionally, fluctuations in foreign exchange rates,
contributed to further financial strain, resulting in foreign
exchange losses and adding to the overall cost burden.

Operationally, the aviation industry faced notable challenges in
FY 2024-25, driven by ongoing supply chain disruptions and
engine reliability issues—particularly involving Pratt & Whitney
engines. According to recent reports by ICRA, these issues
resulted in the grounding of approximately 133 aircraft across
select airlines, accounting for nearly 16% of the total fleet as of
March 2025. This significant reduction in operational capacity
strained airline schedules, elevated operating costs, and adversely
impacted overall efficiency. Financial distress continued to affect
select carriers in FY 2024-25, with SpiceJet facing payment
defaults to aircraft lessors, resulting in legal proceedings and
operational instability. To address its liquidity challenges and
sustain operations, the airline successfully raised ' 3,000 crore
through a Qualified Institutional Placement ("QIP”) from
institutional investors. Meanwhile, Go Airlines, which had entered
Insolvency proceedings earlier, was ultimately ordered to
liquidate. In contrast, other major airlines maintained healthier
financial positions, supported by strong backing from parent
companies or sufficient internal reserves, enabling them to
navigate the challenging cost environment more effectively.

Overall, FY 2025 was a year of significance and growth for the
Indian aviation industry, despite the operational challenges that
have persisted.

Amidst the sector's robust recovery, the Indian aviation industry
has witnessed renewed investment activity aimed at meeting
rising demand and expanding capacity. IndiGo, traditionally
focused on the low-cost carrier model, has begun redefining its
strategy by introducing a business-class offering-'IndiGo Stretch'-
and entering long-haul markets with flight durations of 8-10
hours. To support this strategic shift, the airline has placed orders
for wide-body aircrafts.

Across the industry, Indian carriers including Akasa Air, IndiGo,
and Air India have placed substantial orders for both narrow-
body and wide-body aircrafts from Airbus and Boeing. These
fleet expansions reflect growing confidence in the sector's long¬
term outlook and are intended to support the anticipated surge
in domestic and international air travel.

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

Delhi International Airport Limited ("DIAL")

DIAL is a subsidiary of the Company, and its shareholding
comprises GMR Airports Limited ("GAL”) (74%) and Airports
Authority of India ("AAI”) (26%). DIAL entered into a long-term
agreement to operate, manage and develop the Indira Gandhi
International Airport (IGIA), Delhi. It may be noted that during
the year, GAL acquired 10% stake from Fraport, resulting in an
increase of its shareholding in DIAL from 64% to 74%.

Highlights of FY 2024-25

During FY 2024-25, scheduled domestic and international
operations continued without restrictions, contributing to a
strong recovery and growth trajectory. IGIA achieved a historic
milestone by recording its highest-ever annual passenger traffic

of 79.3 Mn, surpassing the previous record of 73.7 Mn set in FY
2023-24. In recognition of this growth, IGIA was ranked ninth
among the world's busiest airports in 2024. Further, IGIA became
the first airport in India to connect with 150 destinations.
Additionally, the airport handled over 1 million metric tonnes
("MMT”) of cargo for the third time in its history, marking the
highest annual cargo volume ever recorded at IGIA.

With conclusion of the Phase 3A expansion project, IGIA now
has a total capacity of handling over 100 Mn passengers per
annum, putting it in league with select airports worldwide with
such capacity. This achievement reinforces IGIA's status as a
premier global aviation hub.

Throughout FY 2024-25, DIAL actively collaborated with
stakeholders across the aviation ecosystem to elevate passenger
experience through a series of forward-looking initiatives.
Notably, IGIA became the first in the country to implement the
Government of India's 'Fast Track Immigration - Trusted Traveller
Programme ("FTI-TTP”), reinforcing its commitment to efficiency
through innovation.

With a legacy to focus on enhancing the passenger experience,
IGIA has been recognised as the Best Airport in India and South
Asia for the seventh consecutive year in the Skytrax rankings.
Additionally, in the 2024 Airport Service Quality ("ASQ”) rankings
by Airports Council International ("ACI”), IGIA has once again
secured the title of Best Airport in the Asia-Pacific region in the
over 40 Mn passengers per annum ("MPPA”) category, marking
its seventh consecutive win in this category as well.

Operational Performance

DIAL recorded substantial growth in traffic at IGIA during FY 2024¬
25. Passenger traffic reached an all-time high of 79.3 Mn,
reflecting a YoY increase of 7.6%, driven by a 10.7% surge in
international traffic and a 6.4% rise in domestic traffic.

The airport managed 468,822 Air Traffic Movements ("ATMs”)
over the year, while cargo volumes reached 1.109 MMT, marking
a 10.6% growth compared to the previous fiscal. This increase
was primarily fuelled by a 12.9% rise in international cargo,
supported by the reopening of global trade lanes and a shift in
logistics patterns. Domestic cargo also showed consistent growth,
registering a 6.5% increase over the previous year.

DIAL's unwavering commitment to operational excellence and
superior customer experience, underpinned by a strong
organizational culture, has reinforced its leadership in Airport
Service Quality. This dedication was once again recognised with
prestigious accolades-DIAL was awarded 'Best Airport for Service
Quality in the Region' by ACI and named 'Best Airport in South
Asia' by Skytrax.

Further affirming its global standing, IGIA improved its world
ranking from 36 to 32 in the Skytrax Global Airport Rankings,
remaining the only airport in India to feature among the Top
40 airports worldwide.

In its pursuit of excellence, IGIA achieved a score of 607 in the
Business Excellence - Emerging Industry Leader category. The
airport also received the South Asia Team Excellence Award 2024
under the Service Industry Category from ASQ South Asia,
recognising outstanding team performance and innovation.
Additionally, IGIA retained its "Utkrisht Category” certification in
the 5S Workplace Management Standard, with an improved score
of 91.33%, up from 90.27%, as audited by the National

Productivity Council ("NPC”).

Capacity augmentation initiatives of FY 2024-25

DIAL maintained its strategic focus on expanding airside
infrastructure and terminal capacity in alignment with the
approved Major Development Plan, aimed at accommodating
future growth in passenger and cargo volumes.

A major milestone was achieved with the commencement of
regular operations at the newly constructed, world-class Terminal
1 ("T-1”) on August 17, 2024. The upgraded terminal now
functions as an integrated facility for both arrivals and departures,
featuring a new node building and a pier equipped with 22
passenger boarding bridges. The enhanced infrastructure has
increased the terminal's passenger handling capacity to 40 MPPA.

In parallel, DIAL continues to work closely with stakeholders to
enhance airside capacity, ensuring the airport remains well-
positioned to meet future demand.

Passenger Experience & Operating Efficiency initiatives

Continuing with the relentless focus on offering the best possible
service quality and passenger experience and achieving world-
class levels of operational efficiency, several technological and
other initiatives were taken up by DIAL during the year.

•    APOC (Airport Predictive Operations Centre) - Utilises
machine learning-based predictive analytics to optimize
resource planning across terminal processes, resulting in a
20% reduction in wait times and improved on-time
performance. Future integration with city-side and technical
operations aims to benchmark IGIA against top global
airports.

•    UTAM (Unified Total Airside Management) - DIAL
implemented an AI-enabled airside operations management
system to improve aircraft turnaround times, reduce delays,
and enhance overall airside efficiency.

•    Expansion of DigiYatra Ecosystem - Over 11 Mn passengers
benefited from touchless travel through DigiYatra. Key
initiatives included the installation of registration kiosks,
deployment of DigiBuddy support staff, and integration of
DigiYatra-enabled entry gates across terminals.

•    Biometric Verification Kiosks - Installed in the international
arrivals area to simplify immigration procedures and enhance
passenger processing efficiency.

•    Innovative Digital Way Finder & Signage - Delhi Airport
introduced a 360° virtual navigation map accessible via QR
codes, primarily at Terminal 3 ("T-3”), to assist transfer
passengers with seamless airport navigation.

•    Virtual Information Desks ("VIDs”) - Deployed across
terminals to assist passengers with airport-related queries,
featuring video call connectivity with virtual support staff
for real-time assistance.

•    Bus Waiting Lounge at T-3 - To enhance passenger comfort
and convenience, a dedicated Bus Waiting Lounge was
commissioned at T-3 for inter-terminal shuttle users.

•    New Luxury Bus Service for Passengers - DIAL launched a
luxury bus service connecting IGIA to Agra, offering a
premium travel option for passengers.

Sustainability Focus

DIAL has always had a strong focus on Sustainability and has
received various awards and accolades in this regard for many
years now.

•    IGIA became the first Level 5 Certified Airport in Asia Pacific
region under ACI's Airport Carbon Accreditation program
and is the largest airport in the world to achieve this
recognition.

•    DIAL has envisaged and designed T-1 to be state of the art
and environmentally sustainable. T-3 is LEED certified and
New T-1 is LEED Platinum for new construction and major
renovations.

•    For its operational usage, DIAL has switched to Electric
Vehicles from the current conventional vehicles in phased
manner. As a result, 95% of all DIAL's four-wheeler fleet is
EVs.

•    Delhi Airport has been honoured with the prestigious CII
National Award for Excellence in Energy Management 2024,
recognised as an Excellent Energy Efficient Unit. This award
reflects DIAL's unwavering dedication to sustainability,
energy conservation, and building a greener future for all.

Awards and Accolades

•    Delhi Airport has once again emerged as Best Airport in the
over 40 MPPA category in Asia Pacific region by ACI in the
Airport Service Quality Programme ("ASQ”) for the 7^th time
in a row in 2024 rankings.

•    IGIA has been voted as the Best Airport in India / South Asia
for 7^th consecutive year in Skytrax ranking.

•    In terms of Skytrax world airports ranking, Delhi Airport
jumped from rank 50 in 2020 to 45 in 2021, 37 in 2022, 36 in

2023    and further improving to current rank of 32.

•    Delhi Airport has been recognised by Skytrax as the Best
Airport in 2025 with 70+Mn passenger and ranked as the
8^th globally.

•    Garnered multiple accolades at the Saudi Excellence Awards

2024    across categories including Airport Design &
Infrastructure, Facility Management and Sustainability/
Environment.

•    Delhi Airport has improved its global position to 24^th among
the world's top 'Mega hub' airports by Official Airline Guide

("OAG”).

GMR Hyderabad International Airport Limited ("GHIAL")

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

Highlights of FY 2024-25

GHIAL has demonstrated exceptional performance in FY 2024¬
25, cementing its position as India's fastest-growing metropolitan
airport.

Throughout the year, GHIAL proactively engaged with all
stakeholders to drive passenger growth by reviving old routes
and introducing new domestic and international connections.
Through technology and process improvements, Self-Baggage
Drop machines have greatly enhanced check-in efficiency.

In a major development, the airport has introduced the next-
generation Airport Predictive Operations Centre ("APOC”),
powered by an Al-enabled digital twin platform, to enhance real¬
time decision-making and streamlining airport operations.

Infrastructure upgrades in the form of a new general aviation
terminal have been implemented to support private and non¬
commercial aircraft services. Government of India initiative of
the Trusted Traveler Program ("TTP”) has been launched to
expedite immigration clearance for frequent and pre-verified
passengers, ensuring a seamless and efficient travel experience.

These efforts are part of GHIAL's broader strategy to position as
a leading aviation hub in South India, with a strong focus on
innovation, and service excellence.

Operational Performance

During FY 2025, GHIAL handled 29.48 Mn passengers, with
2,02,769 ATMs at 14% growth and 1,82,472 Metric Tonnes ("MTs”)
of Cargo at 14% YoY growth. GHIAL experienced remarkable 18%
passenger growth in FY 2025. Domestic travel was a major growth
driver, with an impressive 17% YoY growth to 24.44 Mn
passengers. International travel contributed 5.05 Mn passengers,
showing an even better 20% increase compared to FY 2024. This
growth trajectory demonstrates the airport's expanding role as
a significant aviation hub in the region.

By March 2025, GHIAL was connected to 72 domestic and 24
international destinations, up from 67 domestic and 20
international in the previous year. New domestic routes included
Jammu, Puducherry, Kanpur, Agra, Prayagraj, Ayodhya, Agartala,
Jharsuguda, and Jalgaon. New international routes were Hong
Kong, Phuket, Ho Chi Minh City, and Madina. New airlines
which commenced operations from Hyderabad during the year
are Cathay Pacific, VietJet and Thai Air Asia.

On the Cargo front, several airlines expanded their operations at
Airport in FY 2025. Ethiopian Airlines commenced direct freighter
services to Africa, operating two weekly flights between
Hyderabad and Addis Ababa. In October 2024, Lufthansa Cargo
enhanced its operations by deploying its own Boeing 777F
freighters from Hyderabad, thereby improving direct cargo access
and operational control. Qatar Airways and Turkish Airlines
continued to operate scheduled freighter services to Doha (DOH)
and Istanbul (IST), respectively.

Capacity augmentation initiatives FY 2024-25

•    Having completed the expansion to 34 Mn passengers,
GHIAL is currently evaluating measures to address the
requirements of the fast-growing traffic in the coming years.
The strategy for GHIAL is to expand the current southern
terminal's capacity from 34 MPPA to 47 MPPA by modifying
operational processes and infrastructure with minimal capital
expenditure.

•    GHIAL has launched an exclusive General Aviation Terminal
facility for private aircraft users. This state-of-the-art terminal
offers luxurious amenities and services to ensure a seamless
and comfortable experience for travellers. Featuring a
dedicated lounge, meeting rooms, and concierge services,
the terminal caters specifically to the needs of private jet
passengers and crew.

•    Airport's cargo infrastructure is undergoing significant
expansion. Cargo Terminal 1 ("CT1”) is being expanded to
include a new Domestic Terminal, an International Courier/

Express Terminal, and a dedicated Perishables Terminal.
Simultaneously, the construction of Cargo Terminal 2 ("CT2”)
is progressing, with Phase I expected to become operational
in Q3 FY 2026, significantly increasing handling capacity.

The airport is expanding its cargo operations capacity
from the current 150,000 MT to 300,000 MT, with the
expansion of CT1 by 100,000 MT and the construction of
CT2 adding another 50,000 MT capacity.

Passenger Experience & Operating Efficiency initiatives FY
2024-25

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

•    The Airport Predictive Operation Centre (APOC) at Airport,
powered by AI-driven digital twin platform, is a pioneering
initiative that integrates airside, landside, and terminal
operations into a unified system. It leverages real-time data,
virtual simulations, and advanced analytics to optimize
passenger flow, reduce wait times, and enhance safety. APOC
fosters collaborative decision-making among stakeholders
like airlines and ground handlers, ensuring seamless
operations and proactive responses to disruptions. With
features like intelligent crowd management, smart traffic
monitoring, and IoT analytics, APOC sets a new benchmark
in airport efficiency and passenger experience, marking a
transformative step in aviation management.

•    Fast Track Immigration - Trusted Travelers' Program (FTI-
TTP): Government of India initiative enables GHIAL to
expedite immigration clearance for Indian passport holders
and OCI cardholders through biometric authentication and
pre-verification protocols. By diverting eligible passengers
to automated e-gates, FTI-TTP significantly reduces
congestion at manual counters, thereby increasing
throughput without requiring physical expansion.

•    From the perspective of improving passenger experience,
travellators are scheduled for installation in the terminal to
minimise walking distances for passengers following the
expansion. A total of nine travellators have been planned:
one in the Domestic SHA, three in Domestic Arrivals, one in
the International SHA, and four in International Arrivals. The
installation is slated for the 2025-26 fiscal year.

•    GHIAL deployed Virtual Information Desks (touch screen
based) for wayfinding, Wi-Fi, retail and F&B details, feedback,
SOS calling, and flight information. Future phases will add
virtual assistance, multilingual support, and a language-
agnostic chatbot.

•    The Hidden Disabilities Sunflower Program at GHIAL
supports passengers with non-visible disabilities by
providing sunflower lanyards or pins and ensuring trained
staff assistance.

•    GHIAL has launched a Therapy Dog Program to help
passengers de-stress and improve their travel experience.

•    A Kids Play Area has been set up in the domestic SHA at
airport. It includes a multi-sensory zone with non-motorised
activities for children.

•    GHIAL deploys a dedicated team of young and enthusiastic
Passenger Service Associates available across the airport to

assist and support passengers.

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

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

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

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

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

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

•    Valet parking at departure level is available 24x7.

•    Presto Wheelchair services at the airport are available at the
departure forecourt.

Sustainability Focus

GHIAL has always had a strong focus on Sustainability and has

received various awards and accolades in this regard for many

years now:

•    In a major development, GHIAL is now a Level 5 Certified
Airport under ACI's Airport Carbon Accreditation program,
as testimony to the sustainability journey and efforts of the
team.

•    Awarded the LEED Platinum certification under the LEED v4
Building Design and Construction: New Construction and
Major Renovations rating system.

•    Won the 'Excellence in Water Conservation & Climate
Change Mitigation' award at the 6th ASSOCHAM (Southern
Region) CSR and Sustainability Awards 2025.

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

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

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

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

•    Efficient rainwater harvesting and ground water recharging
processes.

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

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

Awards and Accolades

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

•    Ranked 56^th globally at the Skytrax World Airport Award

•    Winner of Best Airport Staff in India & South Asia 2025 Award
from Skytrax

•    Achieved global acclaim for its groundbreaking Digital
innovations, clinching top honours at the prestigious 'Airport
Excellence Awards' during the 'Saudi Airport Exhibition 2024'

•    Honoured with "National Energy Leader” and "Excellent
Energy Efficient Unit” at the 25^th National Award Ceremony
for 'Excellence in Energy Management' an event organized
by the Confederation of Indian Industry (CII)

•    Winner of the Prestigious ACI World's 'ASQ Best Airport
Award 2024

•    Winner of the Infrastructure & Construction category at the
19^th National Awards for Excellence in Cost Management -
2024 awarded by the Institute of Cost Accountants of India
(ICMAI)

•    Achieved ACI Airport Customer Experience Accreditation
Level 3

GMR Goa International Airport Limited ("GGIAL")

GMR Goa International Airport Limited ("GGIAL”) is a company
promoted by the GMR Group (100%), and has a long-term
agreement to operate, manage and develop the Manohar
International Airport ("MIA”).

Highlights of FY 2024-25

After launching its domestic operations in January 2023 and
international operations in July 2023, MIA achieved an impressive
operational performance in FY 2025. The airport handled 4.7 Mn
passengers, 32,097 ATMs & 5,000 MT of Cargo volume reflecting
its strong demand, efficient operations, and attractive offerings.

On a Goa system basis, during FY 2025 MIA handled ~40% of
total Goa air traffic during the second year of operations and
~60% of Goa's International air traffic. MIA offers superior
infrastructure, amenities, and customer service to its passengers
and airlines, making it the preferred gateway to Goa.

During FY 2025, MIA was able to enhance international
connectivity by connecting 10 international destinations,
including 3 new destinations (Katowice, Warsaw, Tashkent) which
were never connected to Goa earlier.

MIA has received high ratings from ACI with a 4.95 Airport Service
Quality (ASQ) score during quarter ended March 2025 and was
ranked 80^th by Skytrax world airport rankings, improving from
92^nd rank during previous year. MIA has also been rated as the
Best Airport in 5 Mn Category and the Cleanest Airport in India
& Southeast Asia by Skytrax.

The expansion works for enhancing passenger handling capacity

from 4.4 to ~8 MPPA, primarily involving Airport systems (PBB,
BHS, check in counters, reclaim belt, x-ray machine, ATRS,
immigration, emigration counters, escalator, etc.) in terminal
Building and additional 4 aprons on airside, was completed in
October 2024, and infrastructure was in operation before the
commencement of Winter Schedule 2024.

Sustainability Focus

EHS and Sustainability Management are an integral part of GMR
ethos. Some of the key initiatives taken up by GGIAL in this respect
are as follows:

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

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

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

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

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

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

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

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

•    Electric Buses deployed by Ground Handling Agency

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

Awards and Accolades

•    Awarded The Best Domestic Airport 2024 by Travel & Leisure
Magazine

•    Sarvashrestha Suraksha Puraskar (Golden Trophy) by NSCI

•    Health & Safety Excellence Award by NIIF

•    Retaining 1^st Place in the “Best Environmental Practices”
Competition by GSPCB, GoG consistently for 2 years

•    Awarded for Construction Safety by Greentech

GMR Visakhapatnam International Airport Limited ("GVIAL")

GVIAL, a 100% subsidiary of GMR Airports Limited, is developing
the Bhogapuram International Airport. This is a greenfield airport
being built at Bhogapuram, which is located about 45 kilometres
northeast of Visakhapatnam.

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

Financial closure of the project was achieved in December 2023.
Subsequently, EPC works were taken up by the selected bidder.
As of June 2025, 79.79% of progress has been achieved.

Currently, construction works are progressing at multiple
locations of the project including Airside, Taxiway, Airside
Buildings, Terminal Building etc. Although the scheduled COD
date as per Concession Agreement is December 2026, GVIAL is
hopeful of commencing commercial operations much earlier
considering the current pace of physical progress.

Medan Airport

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

Highlights of CY 2024

•    In contrast to India, Indonesia's aviation sector has not yet
rebounded to its pre-COVID levels. This slow recovery is
majorly due to ongoing supply-side constraints, particularly
aircraft availability, which continue to affect the overall
aviation capacity in the region. The airport handled a total
passenger volume of 7.1 Mn in calendar year 2024,
representing approximately 88 percent of the airport's pre¬
pandemic traffic levels in 2019. It may be noted that while
international traffic has reached the pre-pandemic levels,
domestic traffic is at ~84% of pre-pandemic levels.

•    Nevertheless, Medan Airport has demonstrated resilience
and achieved several notable milestones in 2024, both in
route development and service quality.

•    The airport successfully attracted and resumed several
international routes. Saudia resumed its post-pandemic
operations from Medan, reinstating flights to Jeddah and
Medina. Significantly, Citilink commenced operations on
these routes for the first time. Jetstar Asia also resumed its
Singapore service between November 2024 and June 2025,
prior to discontinuing its operations in the region. As a result
of these developments, Medan Airport recorded its
highest-ever international passenger volume in 2024,
with 2.26 Mn travellers. Additionally, with the
implementation of transfer facilities, the airport reached a
new benchmark by facilitating 17,000 transit passengers
between international and domestic segments, a first in its
history. Etihad Airways has confirmed the launch of a new
service to Abu Dhabi starting in October 2025, while Thai
AirAsia began operating flights to Phuket in June 2025.

•    On the domestic front, the airport expanded its connectivity
with the introduction of several new routes. Flights to
Balikpapan and Surabaya commenced in August 2024,
followed by services to Samarang, Lampung, and Jambi in
September, and Halim in November. Furthermore, a new
domestic carrier, Pelita Air, began operating double daily
flights to Jakarta starting in December 2024. Existing
domestic routes also witnessed an increase in flight
frequencies, particularly those to Pekanbaru and Padang.

•    Beyond aeronautical operations, Medan Airport achieved

significant progress in its non-aeronautical business.
Through a rigorous and competitive selection process, the
airport onboarded several globally recognised partners for
duty-free retail, cargo operations, and lounge services,
significantly enhancing the commercial landscape. Leading
global food and beverage, as well as retail brands, many of
them new to the Medan market-were also introduced.
Additionally, the airport successfully renegotiated contracts
with existing partners, securing improved commercial terms
while reinforcing governance in key operational areas such
as cargo, fuel services, and in-building infrastructure.

•    These strategic efforts resulted in a substantial increase in
non-aeronautical revenues. Compared to 2019, total non¬
aero revenue in 2024 rose by 51 percent, with per-passenger
revenue climbing by 55 percent. These improvements reflect
not only stronger financial performance but also enhanced
customer experience across the airport ecosystem.

Operational improvements

The airport's recent initiatives to enhance passenger experience
reflect a holistic strategy aimed at improving both operational
efficiency and customer satisfaction.

•    In line with a customer-first philosophy, the airport became
the first in Indonesia to implement dedicated international-
to-domestic (I-to-D) and domestic-to-international (D-to-
I) transfer facilities. This innovation contributed to achieving
a minimum connection time (MCT) of 60 minutes, an
important benchmark in improving transit efficiency. Further
infrastructure enhancements included the introduction of
swing baggage belt and a swing gate for international
passengers, easing congestion and streamlining flows during
peak periods.

•    Security infrastructure was also comprehensively upgraded.
The redesign of the Security Check Point created a fully
enclosed and more secure environment, while
simultaneously improving the overall passenger journey. As
a result, average waiting times at security checkpoints were
reduced by 31% over the course of FY 2025. Immigration
processes were also enhanced through the introduction of
e-gates, which have decreased departure processing times
by 12% and arrivals by 14%, allowing for faster and more
seamless passenger movement.

•    In recognition of these efforts, Medan Airport was honoured
with the 'Best Airport' award in the 5-15 Mn passenger
category by Injourney Airports, Indonesia.

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

Crete International Airport

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

Highlights of CY 2024

•    The overall construction progress of the Airport as of March
2025 stands at approximately 48%. Significant advancements
have been made across various sections of the project.

•    The structural concreting works for the Terminal Building
have been completed. Additionally, architectural and MEPF
(Mechanical, Electrical, Plumbing, and Firefighting) works
have commenced at all levels along with installation of
Elevators, Escalators and BHS system. Structural concrete
works for the control tower are progressing well.

•    On the Airside works, Apron, Lean concrete pavement works
are substantially completed, and Pavement quality concrete
works are completed by 43%. Pavement works on Runway
and taxiway are progressing well. Lean concrete has been
fully completed. Asphalt paving works are 64% completed
and PQC pavement works are 30% completed and
progressing well.

•    The overall construction work is scheduled to be completed
by August 2026 and COD by February 06, 2027.

•    The Commercial Joint Venture (CJV) with 60% GMR Group
and 40% Terna stake was approved by the Greece General
assembly in August 2024. The CJV shall have exclusive rights
to non-aero revenue and real estate business at the airport.
The CJV entity has been incorporated in June 2025.

Mactan-Cebu International Airport ("MCIA")

The final tranche of the share transfer regarding the Company's
equity interest in Aboitiz GMR-Megawide Cebu Airport
Corporation (AGMCAC) was completed in October 2024. The
name of the company was changed from AGMCAC to ACAC
(Aboitiz InfraCapital Cebu Airport Corporation). GMR will continue
to serve as the Technical Services Provider to ACAC (formerly
GMCAC) until December 2026.

Highlights of CY 2024:

•    MCIA demonstrated a strong passenger growth in CY 2024,
with total passenger traffic of 11.3 Mn, comprising 8.5 Mn
domestic passengers and 2.8 Mn international passengers,
representing a ~13% growth in traffic compared to CY 2023.

•    On the international front, MCIA experienced increased
traffic from key source markets, including South Korea, Japan,
Singapore, and Taiwan, resulting in ~12% YoY growth in
international passenger traffic in CY 2024. In addition to
enhancing existing route reinstatements and increasing
route frequencies, MCIA introduced new international routes
to the United States in collaboration with United Airlines
and to Thailand, further contributing to the growth in
international traffic. In CY 2025, MCIA has added new
international routes to Vietnam, and is set to begin new
routes to Australia and Malaysia, thereby increasing the
number of high-spending international passengers.
Moreover, government-driven initiatives such as e-Visas &
Visa free entry for Indian tourists are expected to bring in
traffic from key markets in SEA and new growth markets
such as India and Australia.

•    MCIA became the first airport in Philippines to win the ACI
ASQ Award in 2024 for the 'Best Airport' under 5-15 MPPA
in Asia Pacific. Terminal 2 of MCIA achieved a 4-star Skytrax
rating. MCIA focuses on sustainable airport operations and

has achieved Airport Carbon Accreditation and ACI Green
Airport Recognition. Further, MCIA operationalised Bridge-
Mounted Equipment to lower the airport's carbon footprint.

GMR Airports Limited - Airport Adjacency Businesses

Given GAL's experience of more than one and half decade in the
Airports services value chain, the Company has over the past few
years built a strong asset light portfolio of airport adjacency
businesses. This is an important part of the Company's strategy
to leverage the know-how built over years of airport operation,
to capture a greater share of the value being generated at its
airport assets as well as to build operating cash flows in the airport
holding company.

The portfolio of services being targeted includes B2C businesses
including Retail (including Duty Free and Food & Beverages),
Car Park, etc. and B2B businesses such as Cargo. In addition, to
cater to Food & Beverage business at Airports, GAL formalised a
Joint Venture with Travel Food Services "TFS” - one of India's
leading F&B operators. The F&B Joint Venture Company 'GMR
Hospitality Limited' ('GHL') started its operations with F&B
business at Goa Airport in January 2023. The company is also
providing various asset light services including Operations and
Management Services and Project Management Consultancy
Services.

As a significant development, during the years GAL won the
concession to operate and manage Duty Free business at Indira
Gandhi International Airport, Delhi. As a part of this agreement,
GAL took over the business from July 28, 2025. IGI Airport handled
21.6 Mn international passengers in FY 2025, and this duty-free
business shall be a material addition to the Company's portfolio
of Duty-Free businesses.

At Rajiv Gandhi International Airport, Hyderabad, GAL

operationalised Car Park and Ground Transportation services from
August 2025. Under this concession, GAL will operate and manage
~3,600 surface car parking bays. Also, GHL was successfully
awarded the contract for F&B concession at the airport. Under
this concession, GHL will manage around 66 F&B outlets at
Hyderabad Airport. By the end of FY 2025, GHL has a total of 55
F&B operational outlets.

At the new Bhogapuram Airport (GVIAL), GAL has been awarded
the concession to operate & manage non-aeronautical facilities
& services on July 22, 2024 for a period of 20 + 20 years. These
non-aeronautical services include Duty Free, F&B, Car Park &
Ground Transportation, Advertisement, Lounge, Retail, Forex, and
other Services.

In addition to the above, the Company is currently evaluating
multiple opportunities in cargo, duty free and services business
across the focus geographies and believe that in the short to
medium term, the Company will have more adjacency businesses
to add to its overall portfolio. In one of the most prestigious
global tenders for Duty-Free during the FY 2024-25, GAL
participated in Auckland International Airport and emerged as
2^nd preferred bidder, behind the incumbent operator.

Airport Land Development (ALD)

Airport Land Development is a critical value driver for the
Company. FY 2024-25 was an extremely successful year for Airport
Land Development businesses at Delhi, Hyderabad Goa &
Bhogapuram.

Aerocity Delhi has been witnessing a spree of real estate projects
on self-development model including DIAL's Commercial self¬
development project, Terminal Hotel at Terminal district and
General Aviation Annexe. In addition, Bharti Realty's office
developments and DB Realty's hotel development works are also
underway. Aerocity Delhi has demonstrated project development
capability with the successful closure and handover of the EPC
works for the Airbus Headquarters and Training Center at the
Terminal District.

Aerocity Hyderabad has demonstrated project development
capability with the successful closure and handover of FMC
Technip Built-To Suit facility and self-development project of new
Air Cargo warehousing facility.

At Goa, two hotel plots and one mixed use development plot
monetization was effectuated in the terminal district.

At Bhogapuram, one hotel plot monetisation was effectuated in
the terminal district.

At ALD, M/s Salesforce has been onboarded for the Real Estate
Asset Management process for hospitality and retail leasing
through the life cycle of assets.

Aerocity Delhi

The infrastructure development works at the two new districts -
Gateway & Downtown Districts of Aerocity Delhi gathered
momentum as the development works for the Office & Integrated
Retail developments being executed by Bharti Realty led
consortiums is nearing completion.

As a testament to our project development capabilities, the
construction of an EPC contract for the Airbus Headquarters and
Training Center built on a 1.1-acre land parcel at the Terminal
District was completed and handed over during the year under
review.

Development and construction work for DIAL's Commercial self¬
development project, Terminal Hotel at Terminal District and
General Aviation Annex are also progressing well.

In the existing operational Hospitality District, GMR Square's Retail
areas with best-in class Indian brands are offering world class
experience for global and domestic visitors to GMR Aerocity.
There has been a continued focus on enriching the Aerocity visitor
experience through various events and engagement via Aerocity
Live magazine, social media handles on Facebook, LinkedIn,
Instagram and WhatsApp. Adding further depth to the
destination, UTSAV - a dedicated cultural space at The Square,
GMR Aerocity has been launched as a vibrant platform for
workshops, conversations, performances and exhibitions,
celebrating creativity while fostering and creating a strong
community and cultural connection.

Aerocity Hyderabad

The growth strategy at Aerocity Hyderabad comprises developing
an integrated ecosystem of commercial offices, retail,
entertainment, logistics and a multi-product SEZ. Going forward,
it continues to shift focus towards self-development or joint
development projects.

The year under review was a successful one for Hyderabad ALD
encompassing multiple asset classes.

Industrial and Logistics: The Company signed Agreement to
Lease with Canada based Aerospace company Firan Technology
Group (FTG) for ~25,000 square feet built-up area on Build-to-

suit (BTS) basis in SEZ, wherein FTG will set up an Aircraft cockpit
component manufacturing facility. As a testament to the project
development capabilities, the construction of EPC contract valued
at ' 236 crore for Safran's MRO facility is nearing completion.
The construction of an R&D and manufacturing facility for FMC
Technip (~1.00 lakh square feet) BTS facilities was completed
and handed over during the year under review.

ALD also completed the construction of new Air Cargo
warehousing facility and signed 100% license agreements for
space leasing during the year under review. ESR GMR Logistics
Park Pvt Ltd (EGLPPL) signed LOIs for leasing warehousing space
at the Logistics Park. It may also be noted that GHIAL has recently
acquired the 70% stake in EGLPPL from ESR Group. GMR
Hyderabad Aerotropolis Ltd (GHAL) already owns 30% stake in
EGLPPL. This acquisition has made EGLPPL a wholly owned
subsidiary of GHIAL.

Hospitality: GMR Hospitality and Retail Limited ("GHRL”) Hotel
Division comprises Novotel, Transit Lounge and Convention
Centre. GHRL Hotel Division achieved total revenue of ' 112.32
crore and an EBITDA margin of 39%.

With an average room rental (ARR) of ' 10,365, Novotel Aerocity
Hyderabad achieved total revenue of ' 104 crore - the highest
ever revenue for the hotel since it was opened in 2008 and an
EBITDA margin of 40.8%.

In addition, the Operator Agreement has also been signed with
M/s IHCL for Vivanta Brand for the development of a new
175 key upper-midscale hotel.

Business Park: ALD has signed few contracts for leasing out
office space in Tower 1 and Tower 2. Both these office towers in
the Business Park are now fully occupied with tenants such as
OSI Systems, ICICI Bank, HDFC Bank, Skycell, Cube Highways,
Regus and SGD Pharma. Pre-leasing LOI has also been signed
with a co-working company for upcoming Tower 3 during the
year.

Retail: The construction is progressing at a brisk pace for the
Interchange (Destination Retail) project. Pre-leasing LOI signing
with major local as well as global brands has been increased to
more than 46%. New major brands added this year are Forest
Essential, Adidas, Nykaa Luxe, Nandos, Filli Cafe, Copper Chimney,
Manam Chocolate, Mokobara, Bluestone, Kalyan Jewelers,
Mangatrai, Bontrue Furniture, QMart, Kama Ayurveda etc.

Overall, based on the above-mentioned transactions, GHIAL real
estate entities generated a healthy cash flow during the year.
Such transactions have reinforced confidence of global clientele
in Aerocity Hyderabad as a preferred destination in India.

Aerocity Goa

The growth strategy at Goa is to develop a destination style mixed
use district focusing on hotels, MICE, F&B, retail etc.

As part of the monetisation of the land parcels in the Terminal
District at Goa, land monetisation of two hotel plots, admeasuring
1.74 acres and 2.38 acres was successfully completed, and
definitive documents were executed for these two hotel
transactions. Further to this, a 17.6 acres mixed use development
plot comprising of a Retail and MICE asset was monetised.

Aerocity Bhogapuram

As part of the monetization of the land parcels at the Bhogapuram
Airport, land monetisation of one hotel plot admeasuring 1 acre

was successfully completed, and definitive documents were
executed.

Raxa Security Services Limited ("RAXA")

Raxa Security Services Limited ("Raxa”), established in 2005, is a
wholly owned subsidiary of GAL. Raxa was initially formed to
safeguard GMR Group's national assets. In 2011, Raxa expanded
its operations to provide comprehensive security solutions to
external clients across a range of industries including aviation,
manufacturing, pharmaceuticals, information technology, energy,
logistics, event security, hospitality, educational institutions, and
government establishments.

Raxa employs over 10,000 security personnel who are deployed
across 17 states in India under valid PSARA licenses. Over the
years, Raxa has secured numerous contracts from prestigious
clients and has consistently demonstrated its ability to deliver
high-quality services.

Raxa is certified with ISO 29993:2017 for learning services
management, reflecting its commitment to professional training
and skill development. The company's service portfolio comprises
specialised divisions that deliver manned guarding services,
advanced technical and fire safety solutions, deployment of skilled
manpower, ManTech Solutions, Risk consulting services and
comprehensive training programs through its academy.

The Raxa Academy, located on a 100-acre campus, is affiliated
with the Management & Entrepreneurship and Professional Skills
Council (MEPSC) under the NSDC and Ministry of Skill
Development and Entrepreneurship. Recognised as a Centre of
Excellence by MEPSC, the academy provides both short-term and
long-term specialised training programs in areas such as drone
piloting, fire safety and mitigation, and physical security. The
academy has also launched fire-fighting training programs
accredited by Rashtriya Raksha University (RRU), an institute of
national importance, to further strengthen its expertise in fire
and emergency response training. In addition, Raxa Academy
has successfully completed the 5S - Utkrisht level Certification,
demonstrating its commitment to operational excellence and
world-class training standards.

In addition to traditional man-guarding solutions, Raxa's Technical
Division offers integrated security solutions utilizing advanced
technologies. These include AI-enabled CCTV surveillance
systems, access control solutions, perimeter intrusion detection
systems, anti-drone solutions, and integrated command and
control centres. The division has also developed capabilities for
providing remote security surveillance through its established
Integrated Command and Control Centre (ICCC), enabling real¬
time monitoring and rapid response to security events across
multiple client locations.

Raxa has entered strategic partnerships to further enhance its
technical security offerings. Collaborations with Shoora for driver
alert systems and Abbott for advanced drug detection devices
bring cutting-edge capabilities to its portfolio. These partnerships
complement existing alliances with Uniview India and Xtract One
Technologies for surveillance and entrance mass screening
solutions, positioning Raxa as a leader in integrated security
technology.

Raxa's Fire Division extends its expertise into fire safety by offering
comprehensive fire-fighting solutions. This includes highly trained
firefighting personnel for industrial and commercial sectors, as
well as fire protection and detection systems such as fire hydrants,

sprinkler systems, foam flooding systems, gas suppression
systems, and fire alarm and public address systems.

Raxa's consistent focus on operational excellence has been
recognised by industry leaders. The company was honoured this
year by the International Institute of Security and Safety
Management (IISSM) and CBRE for Outstanding Performance in
Security and Safety, reaffirming its position as a trusted partner
in the security services sector. With its comprehensive range of
security services, advanced training programs, strategic alliances,
and industry recognitions, Raxa Security Services Limited is
progressively evolving into a technology-focused security
solutions provider. Raxa remains dedicated to setting benchmarks
in the security services industry and delivering unparalleled
solutions to its diverse clientele.

Consolidated Financial Statements

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

Holding, Subsidiaries, Associate Companies and Joint
Ventures

Due to the effectiveness of the Scheme of Merger during the
period under review, GMR Enterprises Private Limited ceased to
be the Holding Company in terms of the Act. However, in terms
of the Shareholders Agreement entered into between GMR Group
and Groupe ADP, GMR Group shall continue to have management
control over the Company. Further, erstwhile GMR Airports
Limited and erstwhile GMR Infra Developers Limited ceased to
be the subsidiary companies of the Company.

As on March 31,2025, the Company has 22 subsidiary companies
and 1 associate company including joint venture. The subsidiaries
of the Company have an additional 11 associate companies.

During the year under review, Bird Delhi General Aviation Services
Private Limited became an associate of the Company.

Further, GMR Airports (Mauritius) Limited ceased to be subsidiary
of the Company and Aboitiz GMR Megawide Cebu Airport
Corporation, Megawide GMR Construction JV, Inc. and
Globemerchants Inc. ceased to be associate companies of
subsidiary company i.e, GMR Airports International B.V. (GAIBV).

Furthermore, GMR Airports Developers Limited LLC, Saudi Arabia
and GMR Terna Commercial S.A. became subsidiaries of the
Company effective April 03, 2025 and June 04, 2025 respectively.
ESR GMR Logistics Park Private Limited which was an associate
Company of GMR Hyderabad International Airport Limited
became subsidiary of the Company effective June 25, 2025 and
the name of the Company was changed to GMR Logistics Park
Private Limited.

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

The Policy for determining material subsidiaries may be accessed
on the Company's website at the https://investor.gmraero.com/
policies.

Report on the highlights of the performance of subsidiaries,

associates and joint ventures and their contribution to the overall
performance of the Company has been provided in Form No.
AOC-1 as “Annexure B” to this Report and is therefore not
reported here to avoid duplication.

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

Directors' Responsibility Statement

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

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

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

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

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

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

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

Corporate Governance

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

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

The Report on Corporate Governance as stipulated under relevant
provisions of SEBI LODR forms part of this Annual Report. The

requisite Certificate from the Practicing Company Secretary
confirming compliance with the conditions of Corporate
Governance is attached to the said Report.

Business Responsibility and Sustainability Report

As stipulated under Regulation 34(2)(f) of SEBI Listing Regulations,
read with Circular No. SEBI/HO/CFD/CMD-2/P/ CIR/2021/562
dated May 10, 2021 and CFD/CFD-SEC-2/P/ CIR/2023/122 dated
July 12, 2023 issued by the Securities and Exchange Board of
India (“SEBI”), the Business Responsibility and Sustainability
Report (“BRSR”) describing the initiatives taken by the Company
from Environmental, Social and Governance perspective forms
part of the Annual Report.

M/s. Grant Thornton Bharat LLP, has conducted the audit of BRSR
core parameters (reasonable assurance) and non-core parameters
(limited assurance) as stated in the assurance report for FY 2024¬
25 and has provided an assurance report which also forms part
of this Annual Report. M/s. Grant Thornton Bharat LLP is an
affiliate firm of M/s Walker Chandiok & Co LLP, statutory auditors
of the Company.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the
Company during the FY 2024-25 with related parties referred in
Section 188(1) of the Act were in the ordinary course of business
and on arms' length basis. During the year, the Company had
not entered into any contract / arrangement / transaction referred
in Section 188(1) of the Act, with related parties which could be
considered material in accordance with the policy of the Company
on materiality of related party transactions. Since all the related
party transactions were in ordinary course of business and at
arm's length basis, Form AOC-2 is not applicable.

During FY 2024-25, the Audit Committee on a quarterly basis,
reviewed the related party transactions vis-a-vis the omnibus
approval(s) accorded by it and annually, the related party
transactions approved as long-term contracts. In compliance with
Regulation 23 of SEBI LODR, the related party transactions on
consolidated basis are filled with the Stock Exchanges on half
yearly basis.

As statutorily required, the Policy on related party transactions
was reviewed during the year by the Audit Committee and the
Board of Directors of the Company and the updated Policy as
approved by the Board may be accessed on the Company's
website at https://investor.amraero.com/pdf/GIL Policv%20on%20Related%20Partv%20Transactions.pdf.
Your Company draws attention of the members to Note no. 34
to the standalone financial statements which sets out related
party disclosures.

Corporate Social Responsibility

The Corporate Social Responsibility Policy (“CSR Policy”), of the
Company indicating the activities to be undertaken by the
Company, may be accessed on the Company's website at the

https://investor.amraero.com/pdf/Amendment%20to%20CSR%20POLICY-GILf9.08.pdf.

The details of the CSR Committee are provided in the Corporate
Governance Report which forms part of this Annual Report.

The Company has identified the following focus areas towards
the community services / CSR activities, which inter-alia, include:

- Education

-    Health, Hygiene & Sanitation

-    Empowerment & Livlihoods

-    Community Development

The Company, as per the approved CSR Policy, may undertake
other need- based initiatives in compliance with Schedule VII of
the Act. During the year under review, the Company was not
required to spend any amount on CSR as it did not have any
profits. Accordingly, it has not spent any amount on CSR activities.
However, the Company, through its subsidiaries/ associate
companies, spent an amount of ' 24.02 crore, during the year on
CSR activities. The details of such activities carried out with the
support of GMR Varalakshmi Foundation (“GMRVF”), Corporate
Social Responsibility arm of the GMR Group, have been
highlighted in Management Discussion and Analysis. The Annual
Report on CSR activities is annexed as “Annexure C” to this
Report.

Risk Management and ESG Journey

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

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

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

Internal Financial Controls

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

These controls are embedded in various business processes and
are evaluated across all functional areas (including IT & SAP),
independently by MAG during audits.

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

During FY 2024-2025, no reportable material weaknesses were
observed in the design or operating effectiveness of the controls,
except in few areas where there is a need to further strengthen
the controls.

Directors and Key Managerial Personnel

During the year under review, following changes to the Board

were effected:

1)    Mr. Grandhi Kiran Kumar (DIN: 00061669), at the 28^th AGM,
was re-appointed as Managing Director & CEO of the
Company for a term of three (3) years w.e.f. July 28, 2024,
subject to approval of the Central Government (CG), which
was subsequently granted by CG on November 11, 2024.

2)    At the 28^th AGM of the Company, Mr. G.M. Rao (DIN:
00574243) was re-appointed as a Director, liable to retire
by rotation.

3)    Mr. Suresh Lilaram Narang (DIN: 08734030) was re¬
appointed as an Independent Director of the Company for
the second term of five (5) consecutive years from the
conclusion of the 28^th AGM or up to the conclusion of the
33^rd AGM, whichever is earlier.

4)    The following were also re-appointed as Independent
Directors of the Company for the second term of five (5)
consecutive years w.e.f. September 09, 2024 or up to the
conclusion of the 33^rd AGM, whichever is earlier:

(a)    Dr. Emandi Sankara Rao (DIN: 05184747);

(b)    Dr. Mundayat Ramachandran (DIN: 01573258);

(c)    Mr. Sadhu Ram Bansal (DIN: 06471984);

(d)    Mr. Amarthaluru Subba Rao (DIN:00082313); and

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

5)    Mr. Alexandre Guillaume Roger Ziegler (DIN: 09382849) was
appointed as an Additional Director in the category of
Independent Director w.e.f. August 01, 2024 to hold office
for a term of five (5) consecutive years or up to the conclusion
of the 33^rd Annual General Meeting, whichever is earlier. The
appointment of Mr. Alexandre Guillaume Roger Ziegler was
approved at the 28^th AGM.

6)    Mr. Philippe Pascal (DIN: 08903236) was appointed as an
Additional Director (Non-Executive) of the Company with
effect from August 01, 2024. His appointment as a Non¬
Executive Director, liable to retire by rotation was approved
by the shareholders of the Company at the 28^th AGM.

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

8)    Mr. Anil Chaudhry (DIN: 03213517) was appointed as an
Additional Director in the category of Independent Director
w.e.f. August 13, 2024 to hold office for a term of five (5)
consecutive years or up to the conclusion of the 33^rd AGM,
whichever is earlier. The appointment of Mr. Anil Chaudhry
was approved at the 28^th AGM.

9)    Mr. Augustin de Romanet de Beaune (DIN: 08883005) was
appointed as an Additional Director (Non-Executive) of the
Company with effect from August 13, 2024. His appointment
as a Non-Executive Director, liable to retire by rotation was
approved by the shareholders of the Company at the 28^th
AGM.

10)    Mr. Prabhakara Rao Indana (DIN: 03482239) was appointed
as an Additional Director of the Company with effect from
August 13, 2024. Further, he was also appointed as a Whole¬
time Director designated as Deputy Managing Director for
a term of three (3) years w.e.f. August 13, 2024. His
appointment as a Whole-time Director designated as Deputy
Managing Director, liable to retire by rotation was approved
by the shareholders of the Company at the 28^th AGM.

11)    Mr. Alexis Benjamin Riols (DIN: 10497928) was appointed
as an Additional Director of the Company with effect from
August 13, 2024. Further, he was also appointed as an
Executive Director for a term of three (3) years w.e.f. August
13, 2024. The appointment of Mr. Alexis Benjamin Riols as
an Executive Director, liable to retire by rotation was
approved by the shareholders of the Company at the 28^th
AGM, subject to approval of CG, which was subsequantly
granted by CG on May 14, 2025.

12)    Mr. B. V. N. Rao (DIN: 00051167), Director of the Company
tendered his resignation from the directorship of the
Company effective from August 13, 2024, on account of his
other professional commitments.

13)    Mr. Madhva Bhimacharya Terdal (DIN: 05343139), Director
of the Company tendered his resignation from the
directorship of the Company effective from August 13, 2024,
on account of his other professional commitments.

14)    Mr. Augustin de Romanet de Beaune (DIN: 08883005),
Director of the Company tendered his resignation from the
directorship of the Company effective from December 31,
2024 due to the end of his term as Chairman and Chief
Executive Director of Aeroports de Paris S.A., which had
proposed his nomination as a director of the Company.

In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Grandhi Kiran Kumar (DIN:
00061669) and Mr. Srinivas Bommidala (DIN: 00061464),
Directors of the Company, who are liable to retire by rotation at
the 29^th AGM of the Company and being eligible have offered
themselves for re-appointment. The Nomination and
Remuneration Committee and the Board on the basis of their
performance evaluation, have recommended the re-appointment
of Mr. Grandhi Kiran Kumar (DIN: 00061669) and Mr. Srinivas
Bommidala (DIN: 00061464), as Directors of the Company, liable
to retire by rotation.

In the opinion of the Board, all the Independent Directors,
including the Directors appointed/ re-appointed during the year,
possess the requisite qualifications, experience, expertise,
proficiency and hold high standards of integrity.

The brief resumes and other details relating to the directors who
are proposed to be re-appointed, as required to be disclosed as
per the provisions of the SEBI Listing Regulations/Secretarial
Standard are given in the Annexure to the Notice of the 29^th
AGM.

Board Evaluation

Annual performance evaluation of the Board, its Committees and
Individual Directors pursuant to the provisions of the Act and
the corporate governance requirements under SEBI LODR have
been carried out. The performance of the Board and its
committees was evaluated based on the criteria like composition
and structure, effectiveness of processes, information and

functioning etc. in the manner as specified in the Corporate
Governance Report forming part of this Annual Report.

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

The Independent Directors at their separate meeting held during
the year had also reviewed the performance of the Non¬
Independent Directors, Chairman and the Board as a whole. The
suggestions and the recommendations made by the directors
from the evaluation process were duly considered by the Board
to further augment its effectiveness. A detailed update on the
Board Evaluation is also provided in the Corporate Governance
Report which forms part of the Annual Report.

Policy on Directors' Appointment and Remuneration

The Company has devised a Nomination and Remuneration Policy
("NR Policy”) which inter alia, sets out the guiding principles for
identifying and ascertaining the integrity, qualification, expertise
and experience of the person for the appointment as Director,
Key Managerial Personnel ("KMP”) and Senior Management
Personnel ("SMP”). The NR Policy further sets out guiding
principles for the Nomination and Remuneration Committee for
determining and recommending to the Board the remuneration
of Managerial Personnel, KMPs and SMPs. The NR Policy of the
Company was reviewed by Nomination and Remuneration
Committee and the Board during the year.

The Company's NR Policy for Directors, KMP and Senior
Management is available on the Company website at
https://investor.gmraero.com/policies.

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

Declaration of Independence

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

Further, the Independent Directors have confirmed that they have
complied with the Code for Independent Directors prescribed in
Schedule IV to the Act and also complied with the Code of
Conduct for the Board of Directors and SMP, formulated by the
Company.

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

Auditors and Auditors' Report
Statutory Auditors

M/s Walker Chandiok & Co. LLP, Registration No. (001076N/
N500013), were re-appointed as Statutory Auditors of the
Company for a term of five (5) years from the conclusion of the
28^th AGM held on September 16, 2024, till the conclusion of the
33^rd AGM of the Company to be held in the calendar year 2029.

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

Secretarial Auditors

The Board had appointed M/s. V. Sreedharan & Associates,
Company Secretaries in Practice, to conduct Secretarial Audit for
the FY 2024-25. The Secretarial Audit Report of the Company as
prescribed under Section 204 of the Act read with Regulation
24A of the SEBI LODR, for the FY ended March 31, 2025 is annexed
herewith as "Annexure D” to this Report.

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

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

(B)    The erstwhile GMR Airports Limited (Transferor Company)
which got merged with the Company which had issued Non

-    Convertible Bonds on December 19, 2023 and February 2,
2024 amounting to ' 800,00,00,000/- and ' 2250,00,00,000/

-    respectively and the same has been fully utilised as on
March 31, 2024. It had intimated to the Stock Exchanges on
May 29, 2024 the Statement of utilization of issue proceeds
for the quarter and year ended March 31,2024 in the format
prescribed by SEBI vide circular dated 30th June 2023.

We have been informed by the Company that they did not
intimate the Statement of deviation/ variation in use of Issue
proceeds to Stock Exchanges as per the said SEBI Circular
as there was no deviation in use of Issue proceeds of such
issue of Non - Convertible Bonds vis-a-vis the purpose for
which the Non-Convertible Bonds were issued.

Management Comments:

(A) The Company had scheduled its Annual General Meeting
on September 16, 2024, and set the cut- off date for e-voting
as Friday, September 06, 2024. In this case, the cut-off date
was fixed nine days in advance, which qualifies to be not
earlier than 7 days prior to the meeting, and hence in order.
Further, the Cut-off date was intimated to the Stock
Exchange(s) vide letter dt. 24/08/2024 and duly accepted.

(B) Since there were no deviations in the utilization of the
proceeds, the statement of deviation was not submitted to
the Stock Exchange. While informing the exchange about
the proceeds utilization, the columns regarding the
deviations if any, were confirmed as Not Applicable.

Further, the Secretarial Audit reports of material unlisted
subsidiaries of the Company incorporated in India, as required
under Regulation 24A of the SEBI LODR for the financial year
ended March 31, 2025 have been annexed as "Annexure D-1 to
D-3".

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

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

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

Pursuant to provisions of Section 143(12) of the Act, neither the
Statutory Auditors nor Secretarial Auditors have reported any
incident of fraud to the Audit Committee or Board during the
period under review.

Cost Auditors

During the period under review, maintenance of cost records
and requirement of cost audit as prescribed under the provisions
of Section 148(1) of the Act were not applicable to the business
activities carried out by the Company.

Secretarial Standards

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

Disclosures

CSR Committee

The CSR Committee comprises Dr. Emandi Sankara Rao as
Chairman, Mr. Prabhakara Rao Indana and Mr. Sadhu Ram Bansal,
as members.

Mr. B. V. N. Rao ceased to be a member of the CSR Committee
and Mr. Prabhakara Rao Indana was co-opted as a member of
the Committee w.e.f. August 13, 2024.

Audit Committee

The Audit Committee comprises Independent Directors only.

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

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

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

Vigil Mechanism

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

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

Meetings of the Board

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

Particulars of Loans, Guarantees, Securities and Investments

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

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

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

Annual Return

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

Particulars of Employees and related disclosures

The information required under Section 197(12) of the Act read
with Rule 5 of The Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014 (including amendments
thereto), is attached as "Annexure F” to this Report.

The information required under Rule 5(2) and (3) of The
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (including amendments thereof), is
provided in the Annexure forming part of this Report. In terms
of the first proviso to Section 136 of the Act the Report and
Accounts are being sent to the members excluding the aforesaid
Annexure. Any member interested in obtaining the same may
write to the Company Secretary at gal.cosecv@gmrgroup.in.

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

Dividend Distribution Policy

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

Developments in Human Resources and Organization
Development

The Company has robust process of human resources
development which is described in detail in Management
Discussion and Analysis section under the heading
"Developments in Human Resources (HR) and Organisation
Development at GMR Group”.

Changes in Share Capital

During FY 2024-25 and upon effectiveness of the Scheme of
Merger, the Authorized share capital of the Company has been
increased from ' 14,55,00,00,000/- divided into 13,55,00,00,000
equity shares of ' 1/- (Rupee one only) each and 10,00,000
preference shares of ' 1,000/- (Rupees One Thousand only) each
to ' 2,88,18,94,08,810 (Rupees Twenty Eight Thousand Eight
Hundred and Eighteen Crores Ninety Four Lakhs Eight Thousand
Eight Hundred and Ten Only) divided into 14,267,58,56,810
(Fourteen Thousand Two Hundred Sixty Seven Crores Fifty Eight
Lakhs Fifty Six Thousand Eight Hundred and Ten Only) equity
shares of ' 1/- (Rupee One Only) each, 10,00,000 (Ten Lakhs)
preference shares of ' 1,000 each (Rupees One Thousand only)
and 361,28,38,800 (Three Hundred Sixty One Crores Twenty Eight
Lakhs Thirty Eight Thousand and Eight Hundred Only) Preference
Shares of ' 40 each (Rupees Forty Only).

The paid-up share capital of the Company has also been increased
from 6,03,59,45,275 equity shares of ' 1/- (Rupee one only) to
10,55,89,75,952 equity shares of ' 1/- (Rupee one only) and
6,51,11,022 Optionally Convertible Redeemable Preference Shares
of ' 40/- (Rupees Forty only).

Debentures

In terms of and upon effectiveness of the Scheme of Merger, the
Company had issued and allotted 5,00,000 (Five Lakhs) INR
denominated, rated, listed, un-secured, redeemable, non¬
convertible bonds (NCBs) of face value of ' 1,00,000 (Indian
Rupees One Lakh only) each aggregating to ' 5,000 Crore (Indian

Rupees Five Thousand Crore only) on a private placement basis
in dematerialised form. These NCBs issued by the Company are
listed on BSE Limited.

Further, the Board of Directors of the Company in its meeting
held on October 24, 2024, inter-alia, considered and approved
issuance of 1,50,000 (One Lac Fifty Thousand) INR denominated,
rated and listed, un-secured non-convertible bonds ("Bonds”) of
principal value of ' 1,00,000 (Indian Rupees One Lakh) each
aggregating to not more than ' 1,500 crore (Indian Rupees Fifteen
Hundred Crore only) on a private placement basis at a coupon/
interest rate of 5% per annum.

The Management Committee of the Board of Directors in terms
of the delegation granted by the Board, approved the allotment
of the aforesaid Bonds, as below:

(a)    1,10,000 Non-Convertible Bonds of face value ' 1,00,000/-
each aggregating to ' 1,100 Crores (Indian Rupees One
Thousand One Hundred Crores only) in its meeting held on
February 25, 2025; and

(b)    40,000 Non-Convertible Bonds of face value of ' 100,000/-
each aggregating to ' 400 Crores (Indian Rupees Four
Hundred Crores only) on April 03, 2025.

Further, the Board of Directors of the Company in its meeting
held on July 29, 2025, inter-alia, considered and approved
issuance of up to 6,00,000 (Six Lacs) INR denominated, rated,
un-secured and listed non-convertible bonds of principal value
of ' 1,00,000 (Indian Rupees One Lakh) each aggregating to not
more than ' 6,000 Crore (Indian Rupees Six Thousand Crore only)
on a private placement basis at a coupon/interest rate of 5% per
annum.

Foreign Currency Convertible Bonds ("FCCBs")

During the year under review, the FCCBs issued by the Company
aggregating to US$ 25 Mn to Kuwait Investment Authority ("KIA”),
were transferred by KIA to two new investors, i.e. Synergy
Industrials, Metals and Power Holdings Limited and Gram Limited,
and subsequently the same were converted into 111,24,16,666
equity shares of the Company on July 10, 2024, at the request of
the new investors.

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

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

During the year, ADP transferred 10,000 FCCBs to GVL
Investments SPV Pvt. Ltd. Further, post the closure of FY 2024¬
25, 10,000 FCCBs were transferred to GVL Investments SPV Pvt.
Ltd.

The said FCCBs may be converted into 670,600,981 equity shares
(approximately) in accordance with the terms of the Bonds.

Credit Rating

The details of credit ratings obtained by the Company are given
in the Corporate Governance Report, which forms part of the
Annual Report.

Environment Protection and Sustainability

Since inception, sustainability has remained at the core of the
Company's business strategy. Besides economic performance,
safe operations, environment conservation and social well-being
have always been at the core of the philosophy of sustainable
business. The details of initiatives/ activities on environment
protection and sustainability are described in Business
Responsibility and Sustainability Report forming part of this
Annual Report. The Company is also publishing Sustainability
Report which is available on the website of the Company at
https://investor.gmraero.com/pdf/GAL SR FY24 Final WO.pdf.

Change of Name of the Company

Pursuant to Composite Scheme of Amalgamation and
Arrangement entered among erstwhile GMR Airports Limited
(Transferor Company 1) and erstwhile GMR Infra Developers
Limited (Transferor Company 2) and the Company i.e. GMR
Airports Limited (formerly GMR Airports Infrastructure Limited)
(Transferee Company) and their respective shareholders and
creditors, the name of the Company was changed from "GMR
Airports Infrastructure Limited” to "GMR Airports Limited” with
effect from September 11, 2024 and a fresh Certificate of
Incorporation was issued by the Ministry of Corporate Affairs.

Change in nature of business, if any

Upon the effectiveness of the Scheme, the business of erstwhile
GAL and erstwhile GIDL were vested with the Company on a going
concern basis.

To ensure that the Objects enumerated in the Object clause of
Memorandum of Association (MOA) of erstwhile GAL and
erstwhile GIDL were duly incorporated in the Object clause of
the MOA of the Company, the MOA of the Company was duly
altered with the approval of the Members at the 28^th AGM.
Consequently, the CIN of the Company was changed to
L52231HR1996PLC113564.

Significant and Material Orders passed by the Regulators

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

Deposits

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

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

2025.

Compliance by Large Corporates

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

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

Your Company has in place an Anti-Sexual Harassment Policy in
line with the requirements of the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition and Redressal) Act,
2013. An Internal Complaints Committee ("ICC”) has been set up
to address complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are
covered under this Policy.

The details of sexual harassment complaint received during the
year ended March 31, 2025 are as below:

a)    No. of sexual harassment complaints received during the FY

2024-25: 1

b)    No. of sexual harassment complaints disposed of during the
FY 2024-25: 1

c)    Number of cases pending for more than ninety (90) days: 0

Compliance with Maternity Benefit Act, 1961

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

Proceeding under Insolvency and Bankruptcy Code and One¬
time settlement

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

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

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

Acknowledgements

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

For and on behalf of the Board of Directors

GMR Airports Limited

(formerly GMR Airports Infrastructure Limited)

G.M. Rao

Place : New Delhi    Chairman

Date : August 21, 2025    (DIN: 00574243)