DIRECTORS' REPORT

AS”) and Regulation 33 and 52 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”).

The summarised financial highlight is depicted below:

The Board of Directors is pleased to present the 30^th Board's
Report together with the Audited Financial Statements of GMR
Airports Limited (formerly GMR Airports Infrastructure Limited)
(“GAL” or “the Company”) for the Financial Year ended March
31, 2026.

GAL is a leading global infrastructure conglomerate with
unparalleled expertise in designing, building, and operating
Airports in India and overseas and airport allied services.

The Company handled around 121.6 Mn passengers during FY
2026. The GMR Group operates the iconic Indira Gandhi
International Airport in Delhi (“IGIA”/ “Delhi International
Airport”), the largest airport in India. The Group also operates
the Rajiv Gandhi International Airport in Hyderabad (“Hyderabad
International Airport”/ “RGIA”), a pioneering greenfield airport
known for several technological innovations, and the Manohar
International Airport, Mopa, Goa (“MIA”/ “Goa Airport at Mopa”),
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.

The Group's greenfield projects made decisive progress during
the year. The Bhogapuram International Airport in Andhra Pradesh
achieved 99.73% physical progress as of June 30, 2026, secured
all key regulatory approvals, and is poised for the commencement
of commercial operations during August 2026. The airport was
formally inaugurated by the Hon'ble Prime Minister of India on
August 01, 2026.

GAL also took over the operations, management and
development of the Dr. Babasaheb Ambedkar International
Airport in Nagpur, Maharashtra with effect from June 25, 2026.
Strategically located in Central India, Nagpur serves as a critical
hub for both passenger and cargo traffic, playing a pivotal role
in regional connectivity. The Company is embarking on a plan
for phased development that will enhance the airport's passenger
and cargo handling capacity, 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.

In terms of overseas footprint, the Company operates Kualanamu
International Airport in Medan, Indonesia, under a strategic
partnership with PT Angkasa Pura, Indonesia. Further, the
Company is developing the new Crete International Airport at
Heraklion, Greece, in partnership with GEK Terna. This counts as
the first instance, where an Indian airport operator won a
concession to build and operate a European airport. The Group
also continues to provide technical services to the Mactan Cebu
International Airport, in Philippines.

While we continue to expand the airport portfolio, we recognise
that airports have evolved far beyond their traditional role as
transit hubs. Today, they function as integrated ecosystems
encompassing mobility, commerce, logistics, and customer
experience. In line with this vision, the Company is building
multiple growth engines that extend well beyond the runway,

transforming its airports into gateways for sustainable value
creation. Against this backdrop, the Company achieved several
significant milestones during the year in strengthening and
scaling its non-aeronautical adjacency businesses.

Performance Highlights- FY 2025-26

Performance Highlights of the Company on a consolidated basis
for the FY 2025-26:

Passenger Traffic at Delhi International Airport during FY 2025¬
26 remained broadly stable at 78.7 Mn, demonstrating resilience
amid the scheduled runway upgradation and temporary airspace-
related disruptions. Passenger Traffic at Hyderabad International
Airport increased by 3.4% YoY to its highest ever at 30.48 Mn.
Passenger Traffic at the Goa Airport at Mopa increased by
approximately 15% YoY to its highest ever at 5.4 Mn.

The Company significantly expanded its non-aero adjacency
businesses during the year. GAL commenced duty free operations
at Delhi International Airport from July 28, 2025, and at Hyderabad
International Airport from September 10, 2025. In March 2026,
GAL was formally awarded the concession to upgrade, modernise,
finance, operate, manage and maintain the Cargo Terminal 1 at
Delhi International Airport after emerging as the selected bidder.

In a major expansion of the cargo vertical, GAL emerged as the
Selected Bidder in August 2025 for the Cargo City at Delhi
International Airport for the development of state-of-the-art
cargo and logistics facilities over 50.5 acres.

After the year end, GMR Nagpur International Airport Limited
(“GNIAL”), a wholly owned subsidiary of the Company, completed
the operational takeover of Nagpur's Dr. Babasaheb Ambedkar
International Airport ("Nagpur International Airport") with effect
from June 25, 2026, marking the commencement of operations
under the concession agreement signed with MIHAN India
Limited in October 2024.

The Bhogapuram International Airport achieved overall physical
progress of 99.73% as of June 30, 2026, secured all key regulatory
approvals including the Aerodrome Licence, and successfully
completed Operational Readiness and Airport Transfer trials,
positioning the airport for commencement of commercial
operations during August 2026.

Construction of the Crete International Airport, in Greece
progressed to approximately 74% as of June 2026.

Clean Energy and Climate: Delhi and Hyderabad International
Airports continued to operate on 100% renewable/green
electricity, and both airports hold Level 5 ACI's Airport Carbon
Accreditation. MIA has recently achieved Level 3 of this
accreditation.

Financial Performance

The Audited Financial Statements (Standalone and Consolidated)
of the Company as on March 31, 2026, have been prepared in
accordance with the provisions of the Companies Act, 2013
(“Act”), relevant applicable Indian Accounting Standards (“Ind

Consolidated

During FY 2025-26, the Company delivered a strong financial
performance, supported by improved airport operations,
implementation of revised tariffs at Delhi International Airport
and growth in airport ecosystem businesses including duty free,
retail, advertisement, cargo, ground handling, hospitality, and
car park activities. Revenue from operations increased by 42.2%
to ' 14,807.41 Crore from ' 10,414.24 Crore in the previous year,
while total income grew to ' 15,200.75 Crore from ' 10,835.89
Crore. Despite higher operating costs and finance costs, the
Company reported a profit before exceptional items and tax of
' 694.59 Crore, compared to a loss of ' 1,242.70 Crore in FY
2024-25.

After accounting for exceptional loss of ' 108.50 Crore and tax
expense of ' 113.70 Crore, the Company reported a profit after
tax of ' 472.39 Crore, as against a loss of ' 816.90 Crore in the
previous year, marking the Company's first consolidated profit
after tax in more than a decade. Total comprehensive income for
the financial year stood at ' 336.11 Crore, compared to a
comprehensive loss of ' 805.91 Crore in FY 2024-25.

Standalone

During FY 2025-26, the Company recorded a significant
improvement in its standalone financial performance driven by
increase in non-aeronautical revenue, sale of traded goods,
dividend income and consultancy revenue. Revenue from
operations increased to ' 4,242.26 Crore from ' 1,263.40 Crore
in the previous year, while total income stood at ' 4,295.74 Crore
as against ' 1,267.08 Crore in FY 2024-25. The Company after
accounting for exceptional loss of ' 13.29 Crore and tax credit of
' 45.77 Crore, reported a profit after tax of ' 142.05 Crore, as
against a loss of ' 190.74 Crore in FY 2024-25. Total
comprehensive income for the year stood at ' 5,513.05 Crore,
compared to a comprehensive loss of ' 340.56 Crore in the
previous year.

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 2025-26 and the date of this report.

Dividends

The Directors in line with the Company's Dividend Distribution
Policy, considering that the Company has made profit after over
a decade and with a view to conserve resources for future growth,
have decided that it would be prudent not to recommend any
dividend on equity shares for the FY 2025-26.

However, pursuant to the terms of Unlisted Non-Cumulative
Optionally Convertible Redeemable Preference Shares (“OCRPS”)
issued by the Company, the Board of Directors, at its meeting
held on May 27, 2026, recommended a dividend, at a
predetermined rate of 0.001% p.a., amounting to ' 0.0004 per
OCRPS for the FY 2025-26, out of profits, on the fully paid up
6,51,11,022 OCRPS of the Company, aggregating to ' 26,045
(Rupees Twenty Six Thousand and Forty Five Only), for approval
of the Members at the ensuing Annual General Meeting.

Dividend Distribution Policy

The Board has adopted the Dividend Distribution Policy in terms
of Regulation 43A of SEBI Listing Regulations. As part of the
periodic review, the Board, in its meeting held on February 13,

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.

Airport Sector

The Company's airport business comprises six operating airports
viz., Delhi International Airport, Hyderabad International Airport,
Goa Airport at Mopa, Nagpur International Airport, Bidar Airport
in Karnataka in India, and Kualanamu International Airport in
Medan, Indonesia. Two assets are under construction viz.,
Bhogapuram International Airport (new Visakhapatnam Airport)
in Andhra Pradesh, India and Crete International Airport in Greece.
GMR continues to serve as the Technical Services Provider to the
Mactan Cebu International Airport in the Philippines until
December 2026.

In addition, GAL continues to pursue opportunities for new
airports as and when they arise, including the next round of
regional airports being privatised by the Government of India,
and will selectively explore international opportunities. The
Company also continues to drive growth through airport-related
adjacencies, including Operations & Maintenance of airport
infrastructure, Duty Free and Cargo.

Indian Aviation Industry

FY 2025-26 was a year of resilient but moderated growth for the
Indian aviation sector. After the strong rebound of the post¬
pandemic years, traffic momentum normalised as the industry
contended with fleet shortages, periodic airspace disruptions,
weather-related interruptions and elevated geopolitical
uncertainties. Domestic passenger traffic stood at approximately
339 Mn passengers, growth of 1.4% YoY. International passenger

2026, had reviewed and updated the Dividend Distribution Policy
of the Company. The Dividend Distribution Policy is disclosed
on the website of the Company at

https://www.amraero.com/investor-relations/corporate-aovernance/policies

traffic remained comparatively resilient at approximately 81 Mn
passengers, growth of 4.2% YoY. Overall passenger traffic across
India reached approximately 420 Mn, growth of ~2% YoY.

The financial performance of Indian airlines remained under
pressure during FY 2025-26. While passenger load factors
remained healthy and yields were relatively supportive, airlines
faced rising cost pressures arising from foreign exchange
depreciation, operational disruptions and crude oil prices rose
sharply following geopolitical tensions in the West Asia towards
the close of the year, resulting a rise in ATF prices, while 35%-
50% of key airline costs remained dollar-linked, keeping margins
exposed to commodity and currency volatility.

Operationally, supply-side constraints persisted throughout the
year. Engine reliability and broader supply-chain issues resulted
in approximately 99 aircraft remaining grounded across selected
airlines as of March 2026, roughly 11 %-13% of the industry fleet,
an improvement from the 20%-22% grounding levels witnessed
in 2023, but continuing to constrain capacity deployment and
elevate wet-lease and maintenance costs. The year also saw the
implementation of stricter Flight Duty Time Limitation regulations
which resulted in disruptions at IndiGo in December 2025.
Following an aircraft accident in June 2025, Air India temporarily
reduced around 15% of its international wide-body capacity as
part of enhanced safety and inspection measures. Towards the
end of the year, escalating tensions in the West Asia resulted in
airspace restrictions, flight cancellations and rerouting of long-
haul international services, adversely impacting international
traffic flows during March 2026 and adding to fuel costs. Despite
these challenges, Indian carriers maintained strong Passenger
Load Factors ("PLFs"), with domestic PLFs reaching approximately
89.5% in March 2026, reflecting the underlying strength of air
travel demand.

While ICRA revised its FY 2026-27 outlook on the Indian Aviation
Industry from Stable to Negative in March 2026 citing rising fuel

prices, depreciation of the Indian Rupee against the USD,
disruptions in international airspace and the resulting pressure
on airline profitability. However, the long-term outlook for the
Indian aviation sector remains positive. The sector continues to
be supported by strong structural drivers, including rising air
travel penetration, robust demand for domestic and international
travel, improving airport infrastructure and enhanced regional
connectivity. According to ICRA, over ' 1 Lakh Crore of investment
is expected in airport infrastructure over the next four to five
years through new greenfield airports, brownfield expansion
projects and Airports Authority of India development
programmes. Indian carriers continue to pursue fleet expansion
and network growth strategies to cater to long-term demand,
while the Government's UDAN regional connectivity scheme
which had operationalised 95 airports, including heliports and
water aerodromes, and 677 routes as of June 30, 2026 continues
to widen the domestic aviation network.

An overview of the operations of the Company's assets during
the year is briefly given below:

Delhi International Airport Limited (DIAL)

Delhi International Airport Limited (DIAL) is a subsidiary of the
Company, with shareholding comprising GMR Airports Limited
(74%) and Airports Authority of India (26%). DIAL develops,
operates and manages the Indira Gandhi International Airport
(IGIA), New Delhi, under a long-term concession framework. With
passenger terminal capacity of about 105 Mn passengers per
annum, two cargo terminals and four operational runways, IGIA
remains India's largest airport and one of the most significant
aviation gateways in Asia.

Highlights of FY 2025-26:

During FY 2025-26, IGIA handled 78.7 Mn passengers and 1.15 Mn
metric tonnes of cargo, underscoring the resilience of the airport's
operating model amid geopolitical volatility, airline-specific
operational issues and temporary traffic disruptions. Thus,
passenger traffic was broadly stable year on year, while cargo
volumes grew 3.5%, enabling IGIA to retain its position as India's
largest cargo handling airport. DIAL also reported a strong
financial turnaround during the year, supported primarily by
implementation of the revised aeronautical tariff for the fourth
control period and continued growth in non-aeronautical
revenues.

IGIA expanded its network to 162 destinations, comprising 87
domestic and 75 international destinations, and served 69 airline
partners during the year.

The airport also strengthened its positioning as a connecting
hub. DIAL secured government approval for the Hub-and-Spoke
initiative, with Delhi identified as the first implementation hub.
In FY 2025-26, the airport handled about 7.5 Mn domestic-to-
international transfer passengers, up from 4.1 Mn in FY 2024-25,
and transfer traffic rose to nearly 25% of overall passenger
volumes against 24% during last year. Dedicated transfer
processes, international-contact gates, transfer areas, DigiYatra-
enabled e-gates and segregated passenger movement corridors
supported this shift toward a more hub-oriented operating
model.

Operational Performance:

Domestic passenger traffic stood at 57.2 Mn, while international
traffic remained broadly stable at 21.6 Mn. Air traffic movements
increased to 487.8 thousand for the year, including 369.1
thousand domestic movements and 118.7 thousand international
movements.

The airport continued to set important operating records despite
muted passenger growth. During the year, IGIA recorded its
highest-ever passenger and aircraft movement activity on peak
days, while highest ATM activity in a single hour reached 96. The
year also demonstrated the resilience of the airport ecosystem
during the transition of cargo operations and the continuing
evolution of the airports hub strategy. Operational efficiency was
further strengthened through a 21% reduction in average aircraft
taxi time, which improved from 3.8 minutes in FY 2024-25 to 3.0
minutes in FY 2025-26, enhancing airside efficiency, reducing fuel
burn and emissions, and supporting regulatory and operational
performance objectives.

From a commercial standpoint, non-aeronautical revenue per
passenger reached the highest level in the airport's history,
growing 10% year-on-year. DIAL further strengthened its
premium and experiential offerings through the introduction of
new lounges, global brand launches, and enhanced food and
beverage concepts. As part of this strategy, Terminal 1 at IGI
Airport welcomed celebrity chef Gordon Ramsay's first restaurant
in India through an exclusive licensing partnership with Travel
Food Services (TFS). Along with several other premium retail and
hospitality additions, these initiatives are enhancing the overall
passenger experience, reinforcing the strategic importance of
non-aeronautical revenues as a key driver of the airport's long¬
term growth and profitability.

Capacity augmentation initiatives of FY 2025-26

DIAL maintained its strategic focus on optimizing available
infrastructure while preparing for future growth. Rather than
depending solely on greenfield additions, the airport advanced
a set of operational and terminal reconfiguration initiatives
intended to unlock additional capacity within the existing
footprint.

•    Terminal 2 was refurbished and operationalised in October
2025, enabling traffic reallocation and better balancing of
terminal loads.

•    Pier C at Terminal 3 was converted to international
operations, increasing international passenger handling
capacity at Terminal 3 by approximately 10 Mn passengers
per annum and improving wide-body handling capability.

•    Airside capacity was enhanced from 1,522 to 1,700 ATMs
per day through process improvements and better stand
utilisation.

•    The airport's realigned terminal capacity reached 105 Mn
passengers per annum, with domestic capacity of about 74 Mn
and international capacity of about 31 Mn from FY 2026-27
onward.

Passenger Experience & Operating Efficiency initiatives

•    Launched Family@DEL, an integrated family and group travel
journey featuring dedicated entry, check-in and security

zones, family seating areas, buggy assistance and stroller
support.

•    Expanded the Virtual Information Desk and 360-degree
virtual map across terminals to improve self-service and
wayfinding.

•    Operationalised DigiYatra at Terminal 1 and further extended
touchless processing across the airport ecosystem.

•    Advanced APOC Phase 2 through deeper integration of
terminal, airside, landside and technical operations,
supported by real-time KPI monitoring.

•    Enhanced Unified Total Airside Management (UTAM) use
cases to support turnaround visibility, airside space
management and safety alerts.

•    Developed in-house analytics capability through Azure
Databricks and GenAI-enabled dashboards for operational
and strategic decision-making.

•    Revamped the Delhi International Airport website with
multilingual capability and WCAG 2.1 AA accessibility
compliance, making it the first airport website in India to
achieve that standard.

•    Expanded premium passenger offerings through the launch
of Encalm Xenia Lounge and Air India Maharaja Lounge at
Terminal 3.

Sustainability Focus

Sustainability remained a core pillar of DIAL's operating
philosophy. Delhi International Airport continued to operate on
100% renewable electricity, supported by a 7.84 MW airside solar
installation and additional renewable power procurement
through open access. Delhi International Airport maintained its
position as the worlds largest airport to achieve ACI Level 5 Airport
Carbon Accreditation, reflecting net zero carbon emissions for
Scope 1 and Scope 2. The airport also continues to pursue net
zero Scope 3 emissions by 2050.

•    Maintained Level 5 Airport Carbon Accreditation, with a 90%
reduction in Scope 1 and Scope 2 CO₂ emissions and
approved offset removals for the balance.

•    Achieved Scope I Water Neutrality and received recognition
at the Water Innovation Summit 2025 under the NITI Aayog-
CII framework for excellence in water stewardship and
sustainable water management.

•    Continued transition towards green mobility, with 100% of
DIAL-owned operational fleet converted to electric vehicles
and ongoing adoption of EV infrastructure across the airport
ecosystem.

•    Retained strong green building credentials, including LEED-
certified assets and sustainable design features across
terminal infrastructure.

•    Strengthened flood resilience, water stewardship and climate
adaptation measures through rainwater harvesting,
stormwater management and resilient infrastructure design.

•    Achieved IGBC Net Zero Waste to Landfill Platinum
certification for Terminals 1, 2 and 3 in the operations phase.

Awards and Accolades of FY 2025-26

•    Recognized as the Best Airport in India and South Asia by
Skytrax for the eighth consecutive year.

•    Global ranking improved to 28^th in the Skytrax World
Airport Awards 2026, making Delhi the only Indian
airport in the global Top 30.

•    Skytrax rating retained at Level 4.

•    Ranked 3^rd globally in the 70+ Mn passengers category and
7^th among the worlds best layover airports by Skytrax.

•    Awarded the 2025 ASQ Customer Experience Award for Best
Airport at Departures in the Asia-Pacific region for airports
handling over 40 Mn passengers.

•    Named Sustainability Champion and Best Airport of the Year
at Wings India 2026.

•    Awarded Cargo Airport of the Year India at the STAT Trade
Times International Awards for Excellence in Air Cargo.

•    Retained the "Utkrisht” category under the 5S Workplace
Management Standard, with improved score of 93.57% as
audited by the National Productivity Council.

•    Recognised by ACI World as the 11^th Busiest Airport globally
by passenger traffic.

GMR Hyderabad International Airport Limited (GHIAL)

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

Highlights of FY 2025-26:

Hyderabad International Airport continued to strengthen its
position as a leading airport in India through focused investments
in digital innovation, operational efficiency, and passenger
experience.

During the year, Hyderabad International Airport further
enhanced its AI-enabled Airport Predictive Operations Centre
(APOC), improving real-time decision-making, congestion
forecasting, resource planning, and collaborative airport
operations to support seamless passenger journey.

The airport actively promoted the Government of India's Fast
Track Immigration-Trusted Travellers Programme (FTI-TTP),
increasing adoption of biometric-enabled immigration and
improving passenger processing efficiency.

Passenger experience initiatives included the operationalisation
of new travellators, introduction of low-height buggies, upgraded
family facilities, enhanced digital assistance platforms, and
improved terminal amenities, reinforcing RGIA's commitment to
accessibility, convenience, and service excellence.

Operational Performance:

During FY 26, RGIA handled 30.48 Mn passengers, with recording
2,08,812 Air traffic Movements ("ATMs”) at 3% Y-o-Y growth and
processed 1,93,850 Metric Tonnes ("MTs”) of Cargo at 6% Y-o-Y
growth. Passenger traffic grew by 3.4% during the year, driven

primarily by strong international demand. International passenger
traffic increased by 8.2% year-on-year to 5.46 Mn passengers,
while domestic traffic reached 25.02 Mn passengers, registering
a growth of 2.4% over FY 25. This sustained growth underscores
Hyderabad International Airport's expanding role as a key aviation
hub and gateway in the region.

As of March 31, 2026, RGIA was connected to 74 domestic and
26 international destinations, compared to 72 domestic and 24
international destinations in the previous year. During FY 26, the
Airport expanded its route network with the addition of two new
domestic destinations - Navi Mumbai and Purnia, and three new
international destinations - Hanoi, Addis Ababa, and Amsterdam.
The Airport also welcomed three new international airline
partners: Vietnam Airlines (Vietnam), Ethiopian Airlines (Ethiopia),
and KLM Royal Dutch Airlines (Netherlands). These additions
further strengthened Hyderabads domestic and global
connectivity, enhancing RGIAs position as a key aviation gateway
and supporting greater passenger and cargo movement across
strategic markets.

On the Cargo front, FY 26 marked another year of strong growth
and strategic progress for the Airports air cargo business. The
overall tonnage increased by 6% over FY 25. International and
domestic cargo volumes registered healthy growth of 6% and
7%, respectively, while import volumes recorded an impressive
17% increase, reflecting strengthening trade flows and enhanced
connectivity. International ATM movements grew by 13%,
supported by capacity expansion and sustained airline
partnerships.

Capacity augmentation initiatives FY 2025-26

•    Having completed the capacity expansion to 34 Mn
passengers, GHIAL is now planning the next phase of capacity
enhancement to cater to the rapidly growing passenger
traffic in the coming years. The strategy for GHIAL is to
expand the current southern terminal's capacity from 34
MPPA by modifying operational processes and targeted
infrastructure modifications/additions with minimal capital
expenditure.

•    The airports cargo infrastructure expansion programme
continues to progress in line with its long-term cargo growth
strategy. The expansion of Cargo Terminal 1 ("CT1”) is
currently underway and is planned for completion in FY 27.
In addition, Phase I of Cargo Terminal 2 ("CT2”) was
completed and inaugurated in Q4 FY 26. With the
commissioning of CT2 Phase I, the airports annual cargo
handling capacity has increased by 50,000 MTs, bringing
the current capacity to approximately 200,000 MTs. Upon
completion of the CT1 expansion, the total cargo handling
capacity is expected to reach approximately 300,000 MTs
per annum, enabling the airport to accommodate future
growth in cargo volumes and further reinforcing Hyderabads
position as a key air cargo and logistics hub in India.

•    GHIAL successfully secured DGCA approval for the CAT III
infrastructure upgrade of Runway 09R, enhancing low-
visibility operations and strengthening airport operational
resilience.

Passenger Experience & Operating Efficiency initiatives FY
2025-26

Continuing its commitment to delivering world-class passenger
experiences and operational excellence, GHIAL strengthened its
passenger-centric approach during FY 2025-26 through enhanced
governance, data-driven decision-making, digital innovation,
accessibility initiatives, and customer engagement programs.
Several key milestones were achieved during the year:

•    GHIAL strengthened its Airport Predictive Operations Centre
(APOC), leveraging AI-driven predictive analytics and real¬
time operational management to achieve ~80% congestion
prediction accuracy, 90% flight resource planning stability,
and 90% SLA adherence across passenger touchpoints. The
platform enhanced resource utilisation, operational control,
turnaround predictability, and passenger experience through
proactive decision-making and collaborative airport
operations.

•    GHIAL actively promoted the Fast Track Immigration Trusted
Travellers Programme (FTI-TTP), a flagship Government of
India initiative, to enhance passenger facilitation through
biometric-enabled, contactless immigration processing.
Driven by sustained stakeholder engagement and awareness
campaigns, FTI-TTP utilisation increased from 1.31% in
September 2025 to 3.75% in March 2026, while registered
users grew by 2X. The increased adoption of automated e-
gates reduced congestion at manual immigration counters,
enhanced passenger experience through faster clearance
times.

•    As part of its continued focus on enhancing passenger
experience, GHIAL operationalised four of the nine planned
travellators across the terminal during FY 26, improving
passenger mobility and reducing walking distances. The
balance five travellators are targeted for completion in FY
27.

•    GHIAL implemented structured audit, passenger insight, and
behavioural analytics initiatives to continuously enhance
passenger experience standards, driving improvements in
wayfinding, crowd management, and service delivery while
strengthening readiness for global service quality
assessments.

•    Low-height buggies were introduced for senior citizens,
passengers with reduced mobility, expecting mothers, and
families with young children, enhancing accessibility and
enabling seamless movement across the terminal.

•    Domestic Kids Play Area is upgraded and introduced a new
Kids Play Area for international passengers.

•    A dedicated Pushpak Bus Lounge was established with
seating, charging points, and ticket booking facilities

•    GHIAL refurbished its Yoga Rooms with upgraded flooring,
yoga mats, and supporting amenities, creating a more
inviting wellness space for passengers.

•    Multilingual digital passenger assistance platforms, including
Virtual Information Displays, chatbots, and Pocket FIDS, were
enhanced to provide real-time flight information, wayfinding,
airport services, and passenger support, enabling seamless
self-service and improved passenger convenience across the
airport.

•    The Therapy Dog Programme continued to support
passenger well-being, helping travellers de-stress and
enhancing the overall airport experience through empathy-
led engagement.

•    Curated music programmes, festive and cultural decor, and
passenger engagement initiatives were undertaken to create
a welcoming terminal environment.

•    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:

•    Opening of 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.

•    Opening of 29 new stores during the year, taking the total
number of stores across the airport to 322. This includes 9
F&B outlets, 13 retail stores and 7 related to other services.

•    Launching of the HOI loyalty programme, including Pay with
HOI and Airport Lounge Access on the HOI platform, to
enhance passenger convenience through exclusive offers, a
seamless digital journey and valuable points redemption,
thereby driving higher engagement and customer
satisfaction.

•    GHIAL further strengthened premium retail & F&B offering
with the launch of the Luxury Zone, featuring three globally
recognized high-end brands - Brooks Brothers, BOSS and
Michael Kors - alongside Hyderabad Streat, thereby further
enhancing the airports luxury and lifestyle retail & F&B dining
experience.

Sustainability Focus

GHIAL has always had a strong focus on environment

management and sustainability processes. During FY 25-26,

GHIAL received various awards and accolades in this regard

•    RGIA continues to hold highest level of certification, Level 5
of the ACI - Airport Carbon Accreditation.

•    The expanded passenger terminal was awarded the LEED
Platinum certification under the LEED v4 Building Design
and Construction: New Construction and Major Renovations
rating system. The terminal earned 84 points from the U.S.
Green Building Council, placing it among the highest-rated
airport facilities globally for sustainable design and
performance.

•    Honoured “National Energy Leader” and “Excellent Energy
Efficient Unit” at the 26^th National Award Ceremony for
'Excellence in Energy Management' organised by the
Confederation of Indian Industry (CII).

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

•    Operationalised India's first integrated electric vehicle (EV)
charging infrastructure on the airside, tailored for airlines
and ground handling operations.

•    Carbon Sink Development: Extensive greenbelt and natural
vegetation have been established across the airport premises
to act as carbon sinks.

•    Transition to 100% Green power: GHIAL has fully
transitioned to sustainable green power for all airport
operations and its wider ecosystem. This shift is enabled by
a combination of RGIAs 10/MWp solar power plant and
green energy supplied by TGSPDCL, resulting in a substantial
reduction in carbon emissions.

•    Energy-Efficient Operations: Multiple measures have been
adopted to optimise energy use across operations. These
include the conversion of conventional lighting to LED across
the terminal, HVAC optimisation based on operational
requirements through efficient cooling towers and chiller
plants, replacement of major conventional vehicles with
electric vehicles (EVs), and a reduction in diesel generator
usage enabled by the Fast Bus Transfer System (FBTS).

•    Water Stewardship: RGIA operates four storm water
reservoirs with a storage capacity of 10.35 lakh KL for
domestic use and groundwater recharge, while its STPs
recycle 4,550 KLD of sewage to support sustainable water
management, and the airport also operates with a Zero
Liquid Discharge facility.

•    Sustainable Airside Operations: Adoption of single-engine
taxiing and use of Bridge Mounted Equipment (BME) with
Fixed Electrical Ground Power Units (FEGPU) and Pre¬
conditioned Air (PCA) to minimize emissions from Auxiliary
Power Units (APUs).

Awards and Accolades

The airport continues to win prestigious awards for its exceptional

services, and operational excellence. Some of the highlights

include:

•    The Skytrax ranking of RGIA has improved from 56 in
2025 to 43 in 2026 in the list of Skytrax top 100 global
airports

•    Achieved LEED Platinum certification from the U.S. Green
Building Council (USGBC) in 2025 for the Passenger Terminal
Building, reflecting world-class sustainability standards.

•    The Skytrax rating has been successfully retained at Level 4.

•    Successfully achieved ACI Accessibility Accreditation Level

2.

•    Successfully achieved ACI Customer Experience Accreditation
Level 4.

•    RGIA has been named as the Best Airport at Arrivals Globally
by ACI ASQ 2025 under 25-30 MPPA category.

•    Won the prestigious '1^st Best Airport Staff in India & South
Asia 2026' award by Skytrax.

•    Won the prestigious '2^nd Best Regional Airport in India and
South Asia 2026' award by Skytrax.

•    Won the prestigious '3^rd Best Airport in India and South Asia
2026' award by Skytrax.

•    Won the prestigious '8^th Best Airport Globally' award by
Skytrax under 25-30 MPPA category.

•    Honoured as the Fastest Growing Metro Airport and Fastest
Growing Cargo Airport 2025 at India Travel Awards 2025
and India Cargo Awards 2025.

•    Honoured with the Pharma Airport of the Year (India) award
at the Cold Chain Unbroken (CCUB) 2025 event.

•    Awarded Innovative Airport of the Year India at Air Cargo
India 2026.

GMR Goa International Airport Limited (GGIAL)

GMR Goa International Airport Limited (“GGIAL”) is a company
promoted by GAL (99.99%), and has a long-term agreement to
develop, operate and manage the Goa Airport at Mopa.

Highlights of FY 2025-26:

After launching its domestic operations in January 2023 and
international operations in July 2023, MIA achieved an impressive
operational performance in FY 2026. The airport handled 5.4 Mn
passengers, 37,500+ ATMs & 5,700+ MTs of Cargo volume
reflecting its strong demand, efficient operations, and attractive
offerings.

On a Goa system basis, during FY 26, MIA handled ~47% of total
Goa air traffic during the third year of operations and ~75% 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 26, MIA was able to enhance international connectivity
by connecting 14 international destinations, including 3 new
destinations (Novosibisk, Astana and Almaty) which were never
connected to Goa earlier.

MIA has received high ratings from ACI with a 4.96 Airport Service
Quality (ASQ) score during year ending March 2026 and was
ranked 64^th by Skytrax world airport rankings, improving from
80^th 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 for 2 consecutive years.

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:

•    MIA achieved Level 3 of the ACI - Airport Carbon
Accreditation

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

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

•    Achieved a targeted Level 2+ 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 was 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:

•    Retaining the 1^st Place in the Best Environmental Practices
Competition by GSPCB, GoG consistently for 3 consecutive
years

•    Conferred with Energy Efficiency Award by Confederation
of Indian Industry (CII)

•    Gold Recognition by CII for Business Excellence Maturity
Assessment

GMR Visakhapatnam International Airport Limited ("GVIAL")

GMR Visakhapatnam International Airport Limited (GVIAL) is a
company promoted by GAL (99.99%) and has developed the Alluri
Sitarama Raju International Airport, a greenfield airport located
approximately 45 kilometres northeast of Visakhapatnam, Andhra
Pradesh.

The airport is designed to handle 6 Mn passengers per annum in
its initial phase, with provision for future expansion in line with
traffic growth.

FY 2025-26 was a landmark year for the Bhogapuram International
Airport project, with the development progressing from the
construction phase to the final stages of operational readiness.
Construction activities continued at an accelerated pace across
the runway, taxiways, apron, terminal building, utilities and
supporting infrastructure, resulting in overall physical progress
reaching 99.73% as of June 30, 2026, ahead of three-year timelines
from Appointed Date (December 14, 2026) envisaged under the
Concession Agreement.

The airport has been developed with technology, sustainability,
operational efficiency and future scalability at its core. Designed
as a next-generation aviation gateway, Bhogapuram International
Airport integrates several environmentally sustainable features,
including a 5 MW on-site solar power plant that will contribute
significantly towards meeting the airport's energy requirements
thus reducing carbon footprint. The airport also incorporates
energy-efficient building systems, smart building management
systems, high-efficiency HVAC and LED lighting, extensive use
of natural daylight paving the way for LEED Pre-Platinum rating
for Passenger Terminal Building, preservation of 50% of runoff
water through rainwater harvesting, sewage treatment with zero
liquid discharge and the plant shall also help 1/3^rd of water
requirement to be met through recycled water. The airport is
developed in line with global best practices in sustainable
infrastructure and reflects GVIAL's commitment to responsible
and environmentally conscious airport development.

During the year, GVIAL achieved several critical regulatory,
operational and project milestones. Key approvals and clearances
obtained inter alia includes Calibration Flight, Commercial
Validation Flight, Security Vetting, Consent to Operate (CTO) and
Aerodrome License as required for airport operations.

GVIAL also successfully completed extensive Operational
Readiness and Airport Transfer (ORAT) trials involving airport
systems, processes and stakeholder agencies. Issues identified
during the trials were systematically addressed and closed,
ensuring readiness of operational procedures prior to airport
commissioning.

Significant progress was also achieved in organisational and
stakeholder preparedness. This included onboarding of key
stakeholders, familiarisation and operational training programs,
recruitment of manpower across functions, development of
operational processes, and coordination with airlines, government
agencies and service providers to facilitate a smooth transition
into commercial operations.

With all major project components substantially completed and
all key approvals being in place, the project is poised for
commercial operations. The airport was inaugurated by the
Hon'ble Prime Minister Shri Narendra Modi on August 1, 2026.
The airport is scheduled to start operations in August 2026.

Medan Airport

GMR Airports operates, manages Kualanamu International Airport
through an SPV. GMR holds 49% stake in the project SPV with
51% held by PT Angkasa Pura Indonesia.

Highlights of CY 2025:

•    Indonesia's aviation sector has yet to fully recover to pre¬
pandemic levels, primarily due to persistent supply-side
constraints, particularly limited aircraft availability, which
continue to restrict capacity across the region.

•    Medan Airport handled a total of 7.03 Mn passengers in CY
2025 (flat compared to CY 2024). While international traffic
rose by 6% YoY to 2.4 Mn, domestic traffic declined by 5%
to 4.6 Mn during CY 2025.

•    Despite these market challenges, Medan Airport
demonstrated strong resilience in 2025, achieving significant
milestones in both route development and service quality.

•    The airport successfully expanded its international network
by attracting new airlines and increasing capacity on existing
routes. Thai AirAsia launched a four-times-weekly Phuket
Medan service, while Etihad Airways commenced three-
times-weekly Abu DhabiMedan operations in June and
October 2025, respectively. Both routes represent first-ever
direct connections for Medan. Regional connectivity was
further strengthened by Batik Air Malaysia, which introduced
a third daily Kuala Lumpur service and launched daily flights
to Penang in August and December, respectively. Looking
ahead, Scoot will launch daily SingaporeMedan services from
February 2026, while Salam Air is scheduled to commence
MuscatMedan operations in July 2026.

•    On the domestic front, connectivity continued to improve
with the introduction of flights to Mandailing Natal in
February 2025. Existing domestic routes, particularly Jakarta,

Batam, and Takengon, also recorded increased frequencies.
In addition, Pelita Air will introduce a second daily
JakartaMedan service effective January 2026.

•    Beyond aeronautical operations, the airport made significant
progress in strengthening its non-aeronautical business.
Through a competitive selection process, several globally
recognised partners were onboarded across duty-free, retail,
cargo operations, and lounge services, enhancing the
airport's commercial offering. Several leading international
food & beverage and retail brands; many of which are
entering the Medan market for the first time were also
introduced. In parallel, contracts with existing partners were
successfully renegotiated to deliver improved commercial
terms while strengthening governance across key
operational areas, including cargo, fuel services, and terminal
infrastructure.

•    These strategic initiatives delivered strong commercial
outcomes. Compared with 2019, total non-aeronautical
revenue increased by 69%, while non-aeronautical revenue
per passenger grew by 93%. These results reflect not only
improved financial performance but also a significantly
enhanced passenger experience across the airport
ecosystem.

Operational improvements:

The airport continued to implement targeted operational

initiatives to enhance passenger experience, improve efficiency,

and maximise existing infrastructure as detailed below:

•    Passenger capacity and terminal flow were improved through
selective operational reconfiguration, including the
conversion of the existing domestic baggage claim belt into
a swing baggage system capable of serving both domestic
and international flights. This enhancement provides greater
flexibility in gate and baggage belt allocation while
supporting the continued growth of international operations.

•    Passenger processing has been significantly enhanced
through the implementation of the Immigration eGate
system and the All-Indonesia Application (Electronic Arrival
Card Service). These digital initiatives have substantially
reduced immigration and customs processing times,
improving operational efficiency while delivering a faster
and more seamless arrival experience.

•    The airport avoided major capital expenditure while
continuing to enhance the passenger experience by
refurbishment of eight Passenger Boarding Bridges (PBBs)
to improve operational reliability, passenger comfort, and
boarding facilities, alongside critical repairs to the terminal's
MEP ducting and ceiling systems, which significantly
improved indoor temperature control and overall terminal
comfort.

•    Operational safety, efficiency, and sustainability were further
strengthened through the replacement of departure apron
lighting with energy-efficient LED systems. The upgrade
improved airside visibility and operational performance while
reducing energy consumption, maintenance requirements,
and long-term operating costs.

•    Given the slower-than-expected recovery of domestic traffic
and the operational improvements implemented to optimise
existing capacity, the airport has been able to defer the
planned Immediate Capacity Augmentation (ICA) project,
which would expand terminal capacity to 15 Mn passengers
per annum.

•    This allows capital expenditure to be phased in line with
demand while maintaining service quality and operational
efficiency.

Crete International Airport

GMR Airports and its Greek partner, TERNA, signed a Concession
Agreement with the Greek State for design, construction,
financing, operation and 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 Groups first foray into the European Union region.

Highlights of CY 2025:

•    The overall construction progress of the Airport as of June
2026 stands at approximately 74%. Significant advancements
have been made across various sections of the project.

•    Terminal Building: BHS works have been substantially
completed in the baggage make-up area, including the
installation of EDS scanners. BHS works are currently in
progress in the arrival hall and check-in hall. Flooring works
have been substantially completed in the arrival hall and
check-in hall and are progressing in other areas. MEPF, HVAC,
IT-MSI, glass fapade, and Fixed Link Bridge works are also in
progress.

•    Control Tower: Structural works have been fully completed.
Control cabin structural steel installation has been
completed, and fapade works are in progress. MEPF, IT, and
architectural finishing works are ongoing in both the Control
Tower and Technical Building.

•    On the Airside works, Runway pavement works have been
fully completed, and AGL cabling works are in progress. In
the apron area, PQC pavement works and GPU infrastructure
works are progressing. Underground fuel hydrant works have
been completed.

•    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)

GMR is continuing to serve as the Technical Services Provider to
MCIA until December 2026.

Highlights of CY 2025:

•    MCIA recorded total passenger traffic of 11.6 Mn in CY2025,
comprising 8.6 Mn domestic passengers and 3.0 Mn
international passengers, representing approximately 3%
growth vs CY 2024.

•    Both domestic and international passenger traffic improved
compared with CY 2024. International traffic growth was
supported by stronger inbound demand from key regional
source markets such as South Korea, Japan, Singapore,
Taiwan, and broader Southeast Asia.

•    MCIA s international growth outlook is further strengthened
by the addition of new and recently launched routes to
Guam, Kuala Lumpur, Hanoi, Ho Chi Minh, Cheongju, Macau,
and Brisbane, enhancing Cebus direct connectivity with
regional leisure markets and higher-spending passenger
segments. In addition, government-led tourism initiatives,
including simplified visa access and visa-free entry privileges
introduced in 2025, are expected to support incremental
traffic from emerging growth markets such as India and
China. On the domestic front, Catarman was added as a new
route, further expanding MCIAs domestic network.

•    MCIA also continued to strengthen its position as a leading
airport in the region through several key recognitions. It
became the first airport in the Philippines to win the ACI
ASQ Award for two consecutive years, 2024 and 2025, under
the “Best Airport” category for 5-15 MPPA in Asia-Pacific,
reflecting its strong focus on customer experience. MCIA
also received the Skytrax “Most Improved Airport” Award in
2025 and was recognized as Best Airport in Asia by the Travel
Trade Excellence Awards. In line with its sustainability
agenda, MCIA sustained Airport Carbon Accreditation Level
1 in 2025, demonstrating continued progress toward
sustainable airport operations.

•    Under Technical Service Agreement, GMR delivered another
year of strong operational performance, safety, and
sustainability achievements. The airport maintained zero
safety incidents, reflecting our unwavering commitment to
a safe operating environment. We achieved 100%
compliance with the Minimum performance standard
required under concession agreement. On-Time
Performance (OTP) reached 83%, highlighting continued
improvements in operational efficiency and service delivery.

GMR Airports Limited - Airport Adjacency Business

Drawing on more than one and a half decades of expertise in the
Airport services value chain, the Company has strategically
developed a strong portfolio of asset-light airport-adjacency
businesses over the past few years. This strategic focus enables
the Company to unlock greater value across the airport
ecosystem.

Our Consumer focussed businesses include Duty Free, Food &
Beverage, Retail and Car Park services. The enterprise focused
businesses comprise of Cargo and Logistics services. The services
portfolio is also complemented by Operations & Management
services and Project Management Consultancy services.

During the year, the Company achieved a significant milestone,
as it started operating duty-free businesses at Indira Gandhi
International Airport (IGIA), Delhi, effective July 28, 2025, post
winning the concession last year.

With IGIA handling 21.6 Mn international passengers in FY 26,
the Duty-Free business represents a significant addition to GAL's
non-aeronautical revenue portfolio.

GAL further expanded its Duty-Free portfolio by starting
operations at Rajiv Gandhi International Airport (RGIA) under the
Retail Master Concession, effective September 10, 2025, post
winning the concession last year.

On May 15, 2026, pursuant to the Government directive, DIAL
terminated the existing concession agreement with t^eiebi. The
Company was subsequently entrusted with the operation,
maintenance and management of the existing Cargo Terminal at
IGIA under the prevailing concession terms, ensuring
uninterrupted cargo operations. Following the interim concession,
DIAL initiated a competitive bidding process in November 2025
for the appointment of the Operator for Cargo Terminal-1 at
IGIA. The Company was selected as the successful bidder and
awarded the concession in March 2026 to finance, design,
develop, construct, operate, manage, maintain and transfer Cargo
Terminal 1 at IGIA, New Delhi.

At the upcoming new Visakhapatnam International Airport, GAL
was awarded the long-term concession to operate and manage
the airport's non-aeronautical facilities and services. The
concession encompasses Duty Free, Retail, Food & Beverage
(F&B), Car Park & Ground Transportation, Advertising, Foreign
Exchange (Forex), and other commercial services. With the airport
expected to commence operations in Q2 FY 2026-27, The
Company is focused on developing a comprehensive non¬
aeronautical offering that delivers a distinctive passenger
experience while maximizing commercial value.

To strengthen its presence in the Food & Beverage (F&B)
segment, GAL operationalized a joint venture with Travel Food
Services (TFS), one of India's leading airport F&B operators. The
joint venture company, GMR Hospitality Limited (GHL),
commenced operations at Manohar International Airport, Goa,
in January 2023, followed by the commencement of operations
at Rajiv Gandhi International Airport, Hyderabad, in May 2024.

As of March 31, 2026, GHL operates 20 owned-and-operated
outlets and 4 sub-leased outlets at Manohar International Airport,
Goa, and 33 owned-and-operated outlets and 9 sub-leased
outlets at Rajiv Gandhi International Airport, Hyderabad. The
Company continues to optimize its F&B portfolio across both
airports to enhance the passenger experience and maximize
commercial value.

Premiumization remains a key strategic priority across GAL's Non¬
Aero adjacency businesses with a focus on enhancing the
passenger experience and driving higher value creation. One of
the key initiatives under this strategy is the development of luxury
clusters featuring leading global and premium brands across the
Company's airport portfolio.

At Rajiv Gandhi International Airport, Hyderabad, this strategy is
reflected in the development of a luxury retail cluster within the
Domestic Security Hold Area (SHA). The initiative strengthens
the airport's premium retail offering, elevates the customer
experience and supports higher commercial yields.

In addition to the above, the Company is actively evaluating
opportunities across cargo, duty free and airport services
segments within its focus geographies. The Company believes
these opportunities have the potential to further expand its
portfolio of airport-adjacency businesses over the short to
medium term, reinforcing its presence across the airport services
value chain and supporting long-term value creation.

Airport Land Development (ALD)

Airport Land Development (ALD) continues to be a key value
driver for the Company, with FY 2025-26 marking another year
of strong growth and strategic progress across Delhi, Hyderabad,
Goa and Bhogapuram.

As part of its strategy to unlock value from its airport city-side
land banks, the Company continued to advance its Airport Land
Development portfolio through a balanced mix of self¬
development, strategic partnerships, and land monetisation
across multiple asset classes, including commercial offices,
hospitality, retail, healthcare, industrial and logistics.

As part of its digital transformation agenda, ALD has deployed
the Salesforce platform for Real Estate Asset Management,
establishing an integrated, end-to-end system for managing
hospitality and retail built-up space leasing across the asset
lifecycle. The platform strengthens leasing and asset management
capabilities through process standardization, enhanced
operational efficiency, improved customer engagement, and
data-driven decision-making.

Aerocity Delhi

Aerocity Delhi continued to strengthen its position as one of
India's premier airport-led mixed-use developments, with
multiple self-development and partner-led projects progressing
across various stages of construction and operationalisation.

Aerocity Delhi became North India's first IGBC Platinum-certified
Hospitality District, awarded by the Indian Green Building Council,
demonstrating GMR's firm commitment to sustainability and
wellness in its developments.

DIAL's flagship commercial self-development project is
progressing as planned, with pre-leasing discussions underway
with marquee occupiers and handover targeted in Q3 FY 27. The
Terminal Hotel in the Terminal District and the General Aviation
Annexe office building have reached substantial completion, with
handover expected in Q2 FY 27. Bharti Realty commissioned the
first phase of its office development and commenced construction
of Phase II. Asset-13 (DB RealtyPrestige JV), which experienced
delays due to global disruptions, has now reached an advanced
stage of construction and is expected to become operational
during FY 27.

Expanding the destination's asset mix, DIAL executed a License
Agreement with AIG Hospitals for the development of a 500+
bed healthcare facility at Aerocity. DIAL also entered into a
Branding and Management Agreement with Hilton for the
development of Waldorf Astoria and Hilton hotels at Asset-3 in
the Hospitality District.

Infrastructure development across the Gateway and Downtown
districts continued in a phased manner. The first phase of trunk
infrastructure supporting Bharti Realty's office development has
been completed and handed over, while enabling infrastructure
works are progressing in line with the construction schedules of
key developments, including Bharti Integrated Retail, DIAL's
commercial project and Asset-3.

Development of DIAL's commercial project, the Terminal Hotel
and the General Aviation Annexe (fit-out works) continued to
progress well. Pre-development activities, including design works
for Asset-3, were also initiated during the year.

The operational Hospitality District further strengthened its
position as a vibrant urban destination. The Square continued to
attract leading Indian and international brands while enhancing
visitor engagement through curated events, Aerocity Live
magazine (in partnership with Burda Luxury), digital platforms
and UTSAV, the dedicated cultural venue for workshops,
performances, exhibitions and community engagement.

Aerocity Hyderabad

Aerocity Hyderabad continued to execute its strategy of
developing an integrated ecosystem comprising commercial
offices, retail, hospitality, entertainment, logistics, industrial
developments and a multi-product SEZ, while progressively
increasing the share of self-development and joint development
projects.

The year witnessed significant progress across multiple asset
classes.

Industrial & Logistics

•    Executed Build-to-Suit Agreements to Lease with XDLINX
and TechnipFMC for Phase II industrial facilities within the
SEZ.

•    Successfully handed over the Safran Engine MRO facility,
which was inaugurated by the Hon'ble Prime Minister.

•    Completed the acquisition of ESR's stake in the Logistics
Park, and closed leasing agreements with light industrial
tenants Quark and Qucev at attractive rental values and the
park is now 100% leased

Hospitality: GMR Hospitality and Retail Limited (GHRL) delivered
a strong operating performance during FY 2025-26. The Hotel
Division, comprising Novotel, the Transit Lounge and the
Convention Centre, reported revenues of ' 138.31 Crore
representing a 23% year-on-year growth, with an EBITDA of
' 53.19 Crore at a margin of 38%.

Novotel Hyderabad Airport achieved its highest-ever annual
revenue of ' 119 Crore since commencing operations in 2008,
supported by an Average Room Rate (ARR) of ' 11,281 and a
Gross Operating Profit (GOP) margin of 50%. The hotel was ranked
among the Top 10 Novotel hotels globally in 2025 and received
the Times Hospitality Awards 2026 for Best Restaurant of the
Year and Best Luxurious Night-Out Bar.

Construction has started for a 175-key Taj Vivanta hotel as part
of the long-term plan to create a robust mixed-use hotel and
commercial district.

Business Park: Office leasing remained robust with the signing
of Skyroot for 10,000 sq. ft. at Tower II. Both Business Park Towers
are now fully occupied with tenants such as OSI Systems, ICICI
Bank, HDFC Bank, Skycell, Cube Highways, Regus, Nipro,
HMSHost, HBL and SGD Pharma.

Retail: Construction of the interchange destination retail project
has progressed at a rapid pace. Pre-leasing commitments
increased to over 46%, with several leading domestic and
international brands signing LOIs including The Bear House,
Miraggio Bags, Bagline Luggage and Harajuku Tokyo Cafe & Bake
House.

Overall, the transactions executed during the year enabled
GHIAL's real estate entities to generate healthy cash flows while

further reinforcing the confidence of global investors and
occupiers in Aerocity Hyderabad as a preferred business
destination.

Aerocity Goa

Aerocity Goa continues to focus on developing a destination-
led mixed-use district comprising hospitality, MICE, food &
beverage, retail and entertainment offerings.

In June 2026, the Sub-License Agreement also has been executed
with Podar Education Trust for the development of a school on a
2.5-acre land parcel, further strengthening the social infrastructure
within the region.

Aerocity Bhogapuram

Aerocity Bhogapuram continues to advance the development of
the proposed 500-acre Aerospace & Defence Park as a key
component of its long-term growth strategy.

To support this vision, consultant has been engaged to undertake
a comprehensive market demand assessment, providing strategic
insights into industry requirements, validating market potential,
and facilitating future land monetisation opportunities.

Aerocity Nagpur

Following the formal takeover of Nagpur Airport operations, the
Company has initiated the planning process for the Airport City
development. Design activities, master planning and business
development initiatives for the city-side land are being
undertaken to establish a long-term development roadmap and
unlock the value of the land bank.

Raxa Security Services Limited (Raxa)

Raxa Security Services Limited (Raxa), established in 2005, is a
wholly owned subsidiary of the Company. Raxa was initially
formed to safeguard GMR Group's assets in India. 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, hospitality, educational institutions,
infrastructure and government establishments.

Raxa employs over 9,500 security personnel 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
security and integrated risk management services.

Raxa is certified with ISO 29993:2017 for learning services
management, reflecting its continued commitment to
professional training, capability development and operational
excellence.

Raxas service portfolio comprises specialized divisions delivering
manned guarding services, integrated technical security solutions,
fire protection services, ManTech solutions, risk consulting and
comprehensive training programs through the Raxa Academy.

The Raxa Academy, situated on a 100-acre campus, is affiliated
with the Management & Entrepreneurship and Professional Skills
Council (MEPSC) under the National Skill Development
Corporation (NSDC). Recognized as a Centre of Excellence by
MEPSC, the Academy provides specialized training programmes

in physical security, fire safety and drone operations. During the
year, the Academy further strengthened its capabilities through
fire-fighting courses accredited by Rashtriya Raksha University
(RRU), completion of ISO 45001:2018 certification, continued ISO
29993:2017 compliance, a 5S Utkrisht certification score of 91.81,
resumption of DGCA-recognized drone training programmes and
strategic collaborations with organisations including Threat
Studies Group (TSG) and the Department of Higher Education,
Government of Andhra Pradesh.

As part of its long-term growth strategy, Raxa accelerated its
transformation under the Raxa 2.0 programme, focused on
evolving from a manpower-intensive security provider into a
technology-enabled integrated security solutions company with
the launch of Raxa Shield, an ICCC AI enabled platform. Raxa
strengthened its ManTech capabilities through strategic
partnerships with EaseMyAI for AI-powered security analytics and
IdeaForge for Drone-as-a-Service solutions, while continuing to
develop integrated technology-led offerings for both GMR Group
entities and external customers.

Raxa's continued focus on quality, innovation and operational
excellence has been recognized through multiple industry
accolades. During the year, Raxa received recognition from the
International Institute of Security and Safety Management (IISSM),
CBRE and CAPSI for excellence in security services, safety and
training.

With its comprehensive portfolio of security services, technology-
enabled solutions, advanced training infrastructure and strategic
partnerships, Raxa continues to strengthen its position as an
integrated security solutions provider.

Consolidated Financial Statements

In accordance with the provisions of the Act, SEBI Listing
Regulations read with IndAS 110 - Consolidated Financial
Statements and IndAS 28 Investments in Associates and Joint
Ventures, the Audited Consolidated Financial Statements forms
part of this Annual Report.

Holding, Subsidiaries, Associate Companies and Joint
Ventures

As on March 31, 2026, the Company has 26 subsidiary
company(ies) and 1 associate company, including a joint venture.
In addition, the Company's subsidiary(ies) have 10 associate
company(ies). Further, as per Articles of Association of the
Company, GMR Group has management control over the
Company, accordingly, GEPL continues to be the Parent Company
of the Company in terms of applicable Ind AS.

During FY 2025-26, GMR Airports Developers Limited LLC, Saudi
Arabia; GMR Terna Commercial SA; GMR Logistics Park Private
Limited (Formerly ESR GMR Logistics Park Private Limited) and
GMR Cargo and Logistics Limited became subsidiary
company(ies) of the Company effective from April 3, 2025, June
4, 2025, June 25, 2025 and September 11, 2025, respectively.

Further, Delhi Aviation Services Private Limited ceased to be an
associate company of DIAL a subsidiary company of the Company,
effective May 15, 2025, and Telangana Agri Irradiation Facility
Limited became an associate company of GMR Air Cargo and

Aerospace Engineering Limited, another subsidiary company of
the Company, effective from March 19, 2026.

The details of the Company's subsidiaries, associates and joint
ventures, including associates of subsidiary companies, as on
March 31, 2026, are provided in "Annexure A” to this Report.
Pursuant to Section 129(3) of the Act read with Rule 5 of the
Companies (Accounts) Rules, 2014, a statement containing the
salient features of the financial statements of the Company's
subsidiaries, associates and joint ventures in Form AOC-1 is
annexed as "Annexure B” to this Report. The statement provides
details of the performance and financial position of each
subsidiary, associate and joint venture, and their contribution to
the overall performance of the Company.

Pursuant to the provisions of Regulation 16(1 )(c) of the SEBI
Listing Regulations, the Company has adopted a "Policy for
determining Material Subsidiaries” laying down the criteria for
identifying material subsidiaries of the Company. As part of the
periodic review, the said Policy was reviewed and revised during
the year by the Board of Directors of the Company in its meeting
held on February 13, 2026. The Policy may be accessed on the
Company's website at https://www.gmraero.com/investor-
relations/corporate-governance/policies.

In terms of aforesaid policy, Delhi International Airport Limited,
GMR Hyderabad International Airport Limited and Delhi Duty
Free Services Private Limited were the material subsidiaries of
the Company during FY 2025-26. However, based on the Audited
Financial Statements of the Company as on March 31, 2026, the
Company currently has only 2 material subsidiaries i.e., Delhi
International Airport Limited and GMR Hyderabad International
Airport Limited for the FY 2026-27.

In terms of the provisions of Section 136 of the Act, the financial
statements of each of the subsidiary company(ies) have been
placed on the website of the Company at
https://www.gmraero.com/investor-relations/financials-and-
reports/annual-accounts-of-subsidiaries

The financial statements of each subsidiary, associate and joint
venture company(ies) are available for inspection at the
Company's registered office.

Changes in Share Capital

During the year under review, there was no change in the
authorized share capital of the Company and it stood at
' 28,818.94 Crore, comprising 14,267,58,56,810 equity shares of
' 1 each, 10,00,000 preference shares of 1,000 each and
361,28,38,800 preference shares of ' 40 each.

Further, there was also no change in the issued, subscribed and
paid-up share capital of the Company and it stood at ' 1,316.34
Crore, comprising 10,55,89,75,952 equity shares of ' 1 each
aggregating to ' 1,055.90 Crore and 6,51,11,022 Optionally
Convertible Redeemable Preference Shares (OCRPS) of ' 40 each
aggregating to ' 260.44 Crore.

During the year under review, the Company has not issued shares
with differential voting rights or sweat equity shares or shares
held in trust for the benefit of employees where the voting rights
are not exercised directly by the employees.

Debentures

The Board of Directors of the Company, at its meeting held on
October 24, 2024, inter-alia, considered and approved issuance
of 1,50,000 Rupee denominated, rated and listed, un-secured
Non-Convertible Bonds of principal value of ' 1,00,000 each,
aggregating to not more than ' 1,500 Crore, on a private
placement basis, at a coupon / interest rate of 5% per annum.
Pursuant to the said authorisation, the Management Committee
of the Board of Directors approved the allotment of the aforesaid
Non-Convertible Bonds ("NCBs”) on private placement basis, as
under:

(a)    1,10,000 NCBs of face value ' 1,00,000/- each aggregating
to ' 1,100 Crore allotted on private placement basis, on
February 25, 2025;

(b)    40,000 NCBs of face value of ' 100,000/- each, aggregating
to ' 400 Crore allotted on private placement basis, on April
3, 2025.

Foreign Currency Convertible Bonds ("FCCBs")

The Company, during the 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”). The FCCBs have a tenure of 10 years and 1
day and carry an interest rate of 6.76% p.a. on a simple interest
basis. Interest accrues on a yearly basis with first payment due
on expiry of five years and subsequently every year thereafter.

The FCCBs are convertible into equity shares of the Company at
the option of the FCCBs Holders at any time after the fifth
anniversary of the closing date, i.e., March 24, 2028, in accordance
with the terms of issue. The initial conversion price was fixed at
' 43.67 per equity share, subject to adjustments as provided in
the FCCB terms. Upon conversion, the principal amount along
with any accrued but unpaid or uncapitalised interest may be
converted into equity shares of the Company.

During FY 2025-26, ADP transferred 20,000 FCCBs to GVL
Investments SPV Private Limited, one of the Promoter Group
Company. Further, subsequent to the close of the FY 2025-26,
ADP transferred an additional 10,000 FCCBs to GVL Investments
SPV Private Limited.

The outstanding principal value of the FCCBs may be converted
into approximately 670,600,981 equity shares of the Company,
subject to the terms of FCCBs.

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.

Further, during the period under review, 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
' denominated, rated, un-secured and listed NCBs of principal
value of ' 1,00,000 each aggregating to not more than ' 6,000
Crore on a private placement basis at a coupon/interest rate of
5% per annum. Pursuant to the said authorisation, the
Management Committee of the Board of Directors approved the
allotment of 5,90,000 NCBs of face value of ' 100,000/- each,
aggregating to ' 5,900 Crore, on private placement basis, on
August 13, 2025.

Further, during the year, the Company also voluntarily redeemed
5,00,000 ' denominated, rated, listed, un-secured, redeemable,
Non-Convertible Bonds of face value of ' 1,00,000 each
aggregating to ' 5,000 Crore on August 30, 2025.

Accordingly, as on March 31, 2026, the Company had 7,40,000
outstanding NCBs with an aggregate outstanding value of ' 7,400
crore, the details of which are provided below:

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) of the
Act.

Management Discussion and Analysis ("MDA")

In terms of the provisions of Regulation 34 of the SEBI Listing
Regulations, the Management Discussion and Analysis Report is
set out in this Annual Report.

Corporate Governance

The Company continues to follow the GMR Business Excellence
Model ("GBEM”), which is based on the globally recognized
Malcolm Baldrige Framework for Performance Excellence and has
been implemented across the GMR Group since 2010. Over the
years, GBEM has become deeply embedded across the Group,
driving a culture of continuous improvement, innovation and
operational excellence.

Various break-through innovation initiatives and continuous
improvement under the umbrella of GBEM framework yielded
tremendous benefits in terms of cost savings, enhancing
operational effficiences and new avenues for revenue generation.
The key initiatives like 5S, Kaizens, Idea Factory, CIPs ("Continuous
Improvement Projects”) and regular Business Excellence
Assessments have been implemented with lot of rigor and
enthusiasm. A robust 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.
The 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 Listing Regulations 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 Master Circular No. HO/49/14/14(7)2025-CFD-POD2/
I/3762/2026 issued on July 11, 2023 and last updated on January
30, 2026 by the Securities and Exchange Board of India (“SEBI”),
the Business Responsibility and Sustainability Report ("BRSR")
for the FY 2025-26 describing the initiatives taken by the
Company from Environmental, Social and Governance perspective
forms part of this Annual Report.

M/s. Grant Thornton Bharat LLP, an Independent Assurance
Agency has conducted the audit of BRSR core parameters
(reasonable assurance) and non-core parameters (limited
assurance) as stated in the Assurance Report for FY 2025-26 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

The Company has robust framework for identification and
monitoring of all related party transactions. All transactions with
related parties are placed before the Audit Committee for its
prior approval. An omnibus approval from the Audit Committee
is obtained for the related party transactions which are repetitive
in nature. As part of the periodic review, the Policy on Related
Party Transactions (“RPT Policy”) of the Company was reviewed
and revised during the year by the Audit Committee and the
Board of Directors of the Company in their meetings held on
February 12, 2026 and February 13, 2026 respectively. The revised
RPT Policy, as approved by the Board, may be accessed on the
Company's website at https://www.gmraero.com/investor-
relations/corporate-governance/policies.

All contracts / arrangements / transactions entered by the
Company, during the FY 2025-26 with related parties including
those referred in Section 188(1) of the Act, were in the ordinary
course of business and on arms length basis. Accordingly, the
prescribed Form AOC-2 is not applicable to the Company for FY
2025-26 and hence does not form part of this Report. Further, in
terms of the SEBI Listing Regulations, the material relating party
transaction was duly approved by the Members of the Company
during the FY 2025-26.

During FY 2025-26, the Audit Committee had reviewed, on
quaterly basis, 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 Listing Regulations, the related party
transactions on consolidated basis were filed with the Stock
Exchanges on a half-yearly basis. Note no. 34 to the standalone
financial statements, sets out the disclosures relating to related
party transactions.

Directors and Key Managerial Personnel

As on March 31, 2026, the Company's Board comprised of 20
Directors. The details of the Board and Committee compositions,
and other details are available in the Corporate Governance
Report, which forms part of this Annual Report. In terms of the
requirement of the SEBI Listing Regulations, the Board has
identified core skills, expertise, and competencies in the context
of the Company's business, which are also detailed in the
Corporate Governance Report forming part of this Annual Report.

During the year under review, the following changes took place
in the composition of Board of Directors of the Company:

1.    At the 29^th AGM of the Company held on September 29,
2025, the following Director(s), who were retiring by rotation
and being eligible, were re-appointed as Director(s), liable
to retire by rotation:

•    Mr. Grandhi Kiran Kumar (DIN: 00061669);

•    Mr. Srinivas Bommidala (DIN: 00061464).

2.    The Board, based on the recommendation of the Nomination
and Remuneration Committee, appointed following
person(s) as Additional Director(s), in the category of Non¬
Executive Non-Independent Director(s) w.e.f. November 13,
2025. The Members subsequently approved the
appointment of the said person(s) as Non-Executive Non¬
Independent Director(s), liable to retire by rotation, through
Postal Ballot on January 16, 2026.

•    Ms. Christelle Florence Nicole Jacquemet de Robillard
(DIN: 10372191)

•    Mr. Matthieu Daubert (DIN: 11373737)

•    Mr. Regis Sebastien Lacote (DIN: 09135168)

3.    Further, the Board, based on the recommendation of the
Nomination and Remuneration Committee, also appointed
following person(s) as Additional Director(s), in the category
of Non-Executive Independent Director(s) w.e.f. November
13, 2025, to hold office for a first term of 5 consecutive years
or up to the conclusion of 34^th Annual General Meeting of
the Company, whichever is earlier. The Members
subsequently approved the appointment of the said
person(s) as Non-Executive Independent Director(s), not
liable to retire by rotation, through Postal Ballot on January
16, 2026.

•    Mr. Normand Boivin (DIN: 11228805)

•    Dr. Mathilde Lemoine (DIN: 11293586)

•    Mr. Salil Anil Gupte (DIN: 08438601)

4.    Mr. Suresh Lilaram Narang (DIN: 08734030), Independent
Director of the Company, resigned from the directorship of
the Company effective November 13, 2025, citing personal
reasons and other professional commitments, also
confirming that there were no other material reasons other
than those provided. The Board placed on record the deep
appreciation for valuable services and guidance provided
by him during his tenure of directorship.

5.    Mr. Antoine Roger Bernard Crombez (DIN: 09069083)
resigned from his position of Alternate Director to Mr. Pascal,
Non-Executive Director of the Company, effective from

December 16, 2025, citing personal reasons and other
professional commitments.

6. In accordance with the provisions of Section 152 of the Act
read with rules made thereunder and the Articles of
Association of the Company, Mr. Grandhi Buchisanyasi Raju
(DIN: 00061686), Mr. Philippe Pascal (DIN: 08903236) and
Mr. Prabhakara Rao Indana (DIN: 03482239), Directors of
the Company, are liable to retire by rotation at the ensuing
30^th AGM of the Company and being eligible, have offered
themselves for re-appointment. The Nomination and
Remuneration Committee and the Board of Directors on the
basis of their performance evaluation, have recommended
the said re-appointment. The brief profile and other details
of the aforesaid Director(s) as required under Regulation
36(3) of SEBI Listing Regulations and Clause 1.2.5 of the
Secretarial Standard - 2, are given in the Notice of the 30^th
AGM.

Further, during the year under review, there were no changes
in the Key Managerial Personnel(s) of the Company.

Meetings of the Board

A calendar of Board and Committee Meetings is prepared and
circulated in advance to the Directors. During the year under
review, Six (6) 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 Listing Regulations.

Board Evaluation

Annual performance evaluation of the Board, its Committees and
Individual Directors was carried out during the year under review
pursuant to the provisions of the Act and corporate governance
requirements prescribed under SEBI Listing Regulations. The
performance of the Board and its committees was evaluated
based on various criteria, including composition and structure,
effectiveness of processes, quality and timelines of information
flow, governance practices and overall functioning 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 based on criteria
such as their participation and contribution at the Board and
Committee meetings, preparedness on the matters to be
discussed, meaningful and constructive contribution and inputs
in meetings, etc. In addition, the performance of the Chairman
was also evaluated with reference to the key aspects of his role
and leadership responsibilities.

The Independent Directors, at their separate meeting held during
the year under review, 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 process is also provided in the Corporate
Governance Report, which forms part of this 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 and other attributes of persons for appointment
as Director(s), Key Managerial Personnel (“KMP”) and Senior
Management Personnel (“SMP”). The NR Policy also 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. As part
of the periodic review, the Board has reviewed and revised the
NR Policy of the Company in its meeting held on February 13,
2026.

The Company's NR Policy for Directors, KMPs and SMPs is
available on the Company's website at

https://www.amraero.com/investor-relations/corporate-aovernance/policies

In recognition of the importance of having a diverse Board toward
the long-term success of the organization, the Company had
adopted a 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, skillset
etc.

Declaration of Independence

The Company has received requisite declarations from all the
Independent Directors confirming their independence as per the
criteria laid down under Section 149(6) of the Act and Regulation
16(1 )(b) of the SEBI Listing Regulations and there has been no
change in the circumstances affecting their status as Independent
Directors of the Company. Further, in terms of Regulation 25(8)
of the SEBI Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with
an objective independent judgement and without any external
influence. 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 of the Act 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 during the year, possess the requisite qualification,
experience, expertise, proficiency and hold high standard of
integrity, etc.

Corporate Social Responsibility (CSR)

As part of the periodic review, the Board has reviewed and revised
the Corporate Social Responsibility Policy (“CSR Policy”) of the
Company in its meeting held on February 13, 2026. The 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://www.gmraero.com/investor-relations/corporate-
governance/policies. 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
incur any expenditure towards CSR activities as it did not meet
the average profits threshold prescribed under Section 135 of
the Act. Accordingly, it has not spent any amount on CSR
activities. However, the Company, through its subsidiaries/
associate companies, spent an amount of ' 27.20 Crore, during
the FY 2025-26 on CSR activities. The details of such activities
carried out with the support of GMR Varalakshmi Foundation
("GMRVF”), CSR arm of the GMR Group, have been highlighted
in Management Discussion and Analysis Report, which forms part
of this Annual Report. The Annual Report on CSR activities, as
prescribed under Section 135 of the Act, is annexed as "Annexure
C” to this Report.

Risk Management Framework

The Company has a robust risk governance framework led by
the Risk Management Committee of the Board, 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 internal
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 across its business operation.

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

The Company has adopted policies and procedures, including
the design, implementation and review of internal financial
controls, which were operating effectively to ensure the orderly
and efficient conduct of its business, including adherence to the
Company's policies, safeguarding its assets, prevention and
detection of fraud and errors, accuracy and completeness of
accounting records, and timely preparation of reliable financial
disclosures in accordance with Act and SEBI Listing Regulations.

These controls are embedded across various business processes
and are independently evaluated during audits by the
Management Assurance Group, the Company's Internal Auditors,
across all functional areas, including IT and SAP.

Corrective and preventive mitigation plans are implemented to
strengthen controls in areas where weaknesses are identified
during the review process, and the results of such testing are
reported to the Audit Committee on a regular basis. Emphasis is
always placed on the automation of controls within processes to
minimize deviations and exceptions.

During Financial Year 2025-2026, no reportable material
weaknesses were observed in the design or operating
effectiveness of these controls except in few areas where there is
a need to further strengthen the controls.

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. The 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 Listing Regulations and Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015.

As part of the periodic review, the Board has reviewed and revised
the Whistle Blower Policy of the Company in its meeting held on
February 13, 2026, 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://www.gmraero.com/investor-
relations/corporate-governance/policies.

Auditors and Auditors ReportStatutory Auditors

M/s. Walker Chandiok & Co. LLP, Firm 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 have confirmed that they are not disqualified from
continuing as Auditors of the Company. The representative of
the Statutory Auditors of the Company attended the previous
AGM of the Company.

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

Secretarial Auditors

M/s. V. Sreedharan & Associates, Company Secretaries in practice,
were appointed as the Secretarial Auditor of the Company, to
conduct the Secretarial Audit of the Company, for a term of 5
(five) years, beginning from the FY 2025-26 to FY 2029-30, as
approved by the Members at the 29^th Annual General Meeting
of the Company.

M/s. V Sreedharan & Associates have conducted the Secretarial
Audit of the Company for the financial year ended March 31,
2026. The Secretarial Audit Report of the Company as prescribed
under Section 204 of the Act read with Regulation 24A of the
SEBI Listing Regulations, for the FY ended March 31, 2026 is
annexed herewith as "Annexure D” to this Report.

The Secretarial Audit Report does not contain any qualification,
reservation or adverse remarks.

Further, the Secretarial Audit Reports of material unlisted
subsidiaries of the Company incorporated in India, as required
under Regulation 24A of the SEBI Listing Regulations for the
financial year ended March 31, 2026 have also 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,
2025, the Company had 3 material subsidiaries i.e., Delhi
International Airport Limited, GMR Hyderabad International
Airport Limited and Delhi Duty Free Services Private Limited.

M/s. V. Sreedharan & Associates, Company Secretaries have
confirmed that they are eligible and not disqualified to continue
as the Secretarial Auditors of the Company for FY 2026-27 in
terms of the provisions of Regulation 24A (1A) of SEBI Listing
Regulations and are also in compliance with Regulation 24A (1B)
of SEBI Listing Regulations.

Reporting of frauds by Auditors

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

The provisions relating to maintenance of cost records and
conduct of cost audit were not applicable to the Company during
FY 2025-26. However, pursuant to the provisions of Section 148
of the Act read with the Companies (Cost Records and Audit)
Rules, 2014, the Company's cargo business falls within the non¬
regulated sector and based on the overall turnover of the
Company and the turnover of the Company's cargo business
during the immediately preceding financial year, i.e., FY 2025¬
26, exceeding the prescribed threshold limits, the Company is
required to maintain cost records in respect of its cargo business
for FY 2026-27 and get the same audited by a Cost Auditor.

Accordingly, based on the recommendation of the Audit
Committee, the Board of Directors, at its meeting held on May
27, 2026, appointed M/s. Narasimha Murthy & Co., Cost
Accountants (Firm Registration No. 000042) as the Cost Auditor
of the Company to conduct the audit of the cost records relating
to the Company's Cargo business for the financial year ending
March 31, 2027, at a remuneration of ' 7,50,000 (Rupees Seven
Lakh Fifty Thousand only), plus applicable taxes and
reimbursement of out-of-pocket expenses, subject to ratification
by the Members. A resolution seeking ratification of the
remuneration payable to the Cost Auditor forms part of the Notice
convening the ensuing 30^th Annual General Meeting.

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 of the Company comprises Dr. Emandi
Sankara Rao as Chairman, Mr. Sadhu Ram Bansal, Mr. Grandhi
Buchisanyasi Raju, Mr. Matthieu Daubert, Mr. Anil Chaudhry and
Mr. Salil Anil Gupte as Members.

Audit Committee

The Audit Committee of the Company comprises Mr. Subba Rao
Amarthaluru as Chairman, Dr. M Ramachandran, Mr. Sadhu Ram
Bansal, Mr. Grandhi Kiran Kumar, Ms. Christelle Florence Nicole
Jacquemet de Robillard, Mr. Anil Chaudhry, Mr. Normand Boivin
and Dr. Mathilde Lemoine as Members.

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

Further details on the above committees and other committees
of the Board including changes in the composition thereof are
given in the Corporate Governance Report, which forms part of
this Annual Report.

Directors Responsibility Statement

To the best of their knowledge and belief and according to the
information and explanations obtained by them, the 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, 2026, 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, 2026 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.

Sustainability and Environment Protection

Sustainability has been an integral and core part of the Company's
business strategy since inception. Besides economic performance,
the Company remains committed to operational safety,
environmental stewardship and social well-being, which continue
to form the foundation of its approach to sustainable value
creation. 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/sustainability-reports.

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

The information pertaining to conservation of energy, technology
absorption and foreign exchange earnings and outgo, as
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 2025-26 has been placed
on the Company's website at https://www.gmraero.com/investor-
relations/financials-and-reports/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
director 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 was paid from such respective subsidiaries.

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”.

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.

Change in nature of business, if any

During the year under review, there were no changes in the nature
of business of the Company. However, during the year, the
Company has commenced operations in certain other airport
adjacency businesses such as Duty Free and Cargo Terminal
Operations at the Delhi International Airport.

Significant and Material Orders passed by the Regulators

During the year under review, there were 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. Further, there were 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, 2026.

Compliance by Large Corporates

The Company does not fall under the Category of Large
Corporates as defined under SEBI Master Circular No. HO/49/
14/14(7)2025-CFD-POD2/I/3762/2026 issued on July 11, 2023
and last updated on January 30, 2026, 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

The 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
at all relevant locations across India to address complaints
received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this Policy.
The employees are provided mandatory training / certification
on aforementioned Policy to sensitize them and strengthen their
awareness.

The details of sexual harassment complaint received & disposed
during the year ended March 31, 2026 are as below:

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

2025-26: 1

b)    No. of sexual harassment complaints disposed off during
the FY 2025-26: 1

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

Compliance with Maternity Benefit Act, 1961

During the period under review, the Company has complied with
all the applicable provisions of the Maternity Benefit Act, 1961,
as amended from time to time. All eligible women employees
have been extended the benefits under the said Act, including
maternity leave, nursing breaks, and other statutory entitlements
as prescribed.

Proceeding under Insolvency and Bankruptcy Code and One¬
time settlement

a)    There are no proceedings initiated / pending against the
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 with any banks or financial
institutions.

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

The Directors further acknowledge and commend the
commitment, dedication and invaluable contribution of the
employees of the Company and its subsidiaries, whose sustained
efforts continue to drive the Company's growth and success.