Provisions are recognised when the Company has apresent obligation (legal or constructive) as a result ofa past event, it is probable that an outflow of resourcesembodying economic benefits will be required to settlethe obligation and a reliable estimate can be made ofthe amount of the obligation. When the Companyexpects some or all of provision to be reimbursed, forexample, under an insurance contract, thereimbursement is recognised as a separate asset, butonly when the reimbursement is virtually certain. Theexpense relating to a provision is presented in thestandalone statement of profit and loss net of anyreimbursement.
If the effect of the time value of money is material,provisions are discounted using a current pre-tax ratethat reflects, when appropriate, the risks specific to theliability. When discounting is used, the increase in theprovision due to the passage of time is recognised as afinance cost.
A contingent liability is a possible obligation that arisesfrom past events whose existence will be confirmed bythe occurrence or non-occurrence of one or moreuncertain future events beyond the control of theCompany or a present obligation that is not recognizedbecause it is not probable that an outflow of resources
will be required to settle the obligation. A contingentliability also arises in extremely rare cases where thereis a liability that cannot be recognized because it cannotbe measured reliably. The Company does not recognizea contingent liability but discloses its existence in thestandalone financial statements.
Provisions and contingent liability are reviewed at eachbalance sheet date.
Retirement benefit in the form of provident fund,pension fund and superannuation fund are definedcontribution schemes. The Company has no obligation,other than the contribution payable. The Companyrecognizes contribution payable to provident fund,pension fund and superannuation fund as expenditure,when an employee renders the related service. If thecontribution payable to the scheme for service receivedbefore the balance sheet reporting date exceeds thecontribution already paid, the deficit payable to thescheme is recognized as a liability after deducting thecontribution already paid. If the contribution alreadypaid exceeds the contribution due for services receivedbefore the balance sheet date, then excess is recognizedas an asset to the extent that the pre-payment will leadto, for example, a reduction in future payment or a cashrefund.
Accumulated leave, which is expected to be utilizedwithin the next twelve month, is treated as short-termemployee benefit. The Company measures the expectedcost of such absences as the additional amount that itexpects to pay as a result of the unused entitlementthat has accumulated at the reporting date.
The Company treats accumulated leave expected to becarried forward beyond twelve month, as long-termemployee benefit for measurement purposes. Suchlong-term compensated absences are provided forbased on the actuarial valuation using the projectedunit credit method at the year-end.
The Company presents the leave as a current liability inthe standalone balance sheet, to the extent it does nothave an unconditional right to defer its settlement fortwelve months after the reporting date.
The cost of providing benefits under the defined benefitplan is determined using the projected unit creditmethod using actuarial valuation to be carried out ateach balance sheet date.
In case of funded plans, the fair value of the plan assetsis reduced from the gross obligation under the definedbenefit plans to recognise the obligation on a net basis.
Re-measurements, comprising of actuarial gains andlosses, the effect of the asset ceiling, excluding amountsincluded in net interest on the net defined benefit
liability and the return on plan assets (excludingamounts included in net interest on the net definedbenefit liability), are recognised immediately in thestandalone balance sheet with a corresponding debitor credit to retained earnings through OCI in the periodin which they occur. Re-measurements are notreclassified to standalone statement of profit or loss insubsequent periods.
Past service costs are recognised in standalonestatement of profit or loss on the earlier of:
a. The date of the plan amendment or curtailment,and
b. The date that the Company recognises relatedrestructuring costs.
Net interest is calculated by applying the discount rateto the net defined benefit liability or asset. The Companyrecognises the following changes in the net definedbenefit obligation as an expense in the standalonestatement of profit and loss:
a. Service costs comprising current service costs,past-service costs, gains and losses on curtailmentsand non-routine settlements; and
b. Net interest expense or income.
Financial assets and financial liabilities are recognisedwhen the Company becomes a party to the contractembodying the related financial instruments. Allfinancial assets, financial liabilities and financialguarantee contracts are initially measured at transactioncost and where such values are different from the fairvalue, at fair value. Transaction costs that are directlyattributable to the acquisition or issue of financial assetsand financial liabilities (other than financial assets andfinancial liabilities at fair value through profit and loss)are added to or deducted from the fair value measuredon initial recognition of financial asset or financialliability. Transaction costs directly attributable to theacquisition of financial assets and financial liabilities atfair value through profit and loss are immediatelyrecognised in the standalone statement of profit andloss. In case of interest free or concession loans/debentures/preference shares given to subsidiaries,associates and joint ventures, the excess of the actualamount of the loan over initial recognition at fair valueis accounted as an equity investment. On de¬recognition of such financial instruments in its entirety,the difference between the carrying amount measuredat the date of de-recognition and the considerationreceived is adjusted with equity component of theinvestments.
Pursuant to change in accounting policy as detailedabove, the Company has made an irrevocable election
to measure investments in equity instruments issuedby subsidiaries, associates and joint ventures at FairValue Through Other Comprehensive Income (FVTOCI).Amounts recognised in OCI are not subsequentlyreclassified to the standalone statement of profit andloss. Refer note 6 and 38.
Investment in preference shares/ debentures of thesubsidiaries and Joint venture are treated as equityinstruments if the same are convertible into equityshares or are redeemable out of the proceeds of equityinstruments issued for the purpose of redemption ofsuch investments. Investment in preference shares/debentures not meeting the aforesaid conditions areclassified as debt instruments at amortised cost.
The effective interest method is a method of calculatingthe amortised cost of a financial instrument and ofallocating interest income or expense over the relevantperiod. The effective interest rate is the rate that exactlydiscounts future cash receipts or payments through theexpected life of the financial instrument, or whereappropriate, a shorter period.
Financial assets are subsequentlymeasured at amortised cost if thesefinancial assets are held within a businessmodel whose objective is to hold theseassets in order to collect contractual cashflows and the contractual terms of thefinancial asset give rise on specified datesto cash flows that are solely payments ofprincipal and interest on the principalamount outstanding.
Financial assets are measured at fair valuethrough other comprehensive income ifthese financial assets are held within abusiness model whose objective is tohold these assets in order to collectcontractual cash flows or to sell thesefinancial assets and the contractual termsof the financial asset give rise onspecified dates to cash flows that aresolely payments of principal and intereston the principal amount outstanding.
Financial asset not measured atamortised cost or at fair value throughother comprehensive income is carriedat fair value through of profit and loss.
For financial assets maturing within oneyear from the balance sheet date, thecarrying amounts approximate fair valuedue to the short maturity of theseinstruments.
• Impairment of financial assets
Loss allowance for expected credit losses isrecognised for financial assets measured atamortised cost and fair value through profitand loss.
The Company recognises impairment loss ontrade receivables using expected credit lossmodel, which involves use of provision matrixconstructed on the basis of historical creditloss experience as permitted under Ind AS 109- Impairment loss on investments.
For financial assets whose credit risk has notsignificantly increased since initial recognition,loss allowance equal to twelve monthexpected credit losses is recognised. Lossallowance equal to the lifetime expectedcredit losses is recognised if the credit risk onthe financial instruments has significantlyincreased since initial recognition.
• De-recognition of financial assets
The Company de-recognises a financial assetonly when the contractual rights to the cashflows from the financial asset expire, or ittransfers the financial asset and the transferqualifies for de-recognition under Ind AS 109.
If the Company neither transfers nor retainssubstantially all the risks and rewards ofownership and continues to control thetransferred asset, the Company recognises itsretained interest in the assets and anassociated liability for amounts it may haveto pay.
If the Company retains substantially all therisks and rewards of ownership of atransferred financial asset, the Companycontinues to recognise the financial asset andalso recognises a collateralised borrowing forthe proceeds received.
On de-recognition of a financial asset in itsentirety, the difference between the carryingamounts measured at the date of de¬recognition and the consideration received isrecognised in standalone statement of profitand loss.
For trade and other receivables maturingwithin one year from the balance sheet date,
the carrying amounts approximate fair valuedue to the short maturity of these instruments.
Financial liabilities and equity instrumentsissued by the Company are classifiedaccording to the substance of the contractualarrangements entered into and the definitionsof a financial liability and an equity instrument.
• Measurement and valuation
An equity instrument is any contract thatevidences a residual interest in the assetsof the Company after deducting all of itsliabilities. Equity instruments arerecorded at the proceeds received, netof direct issue costs.
Financial liabilities are initially measuredat fair value, net of transaction costs, andare subsequently measured at amortisedcost, using the effective interest ratemethod where the time value of moneyis significant. Interest bearing bank loans,overdrafts and issued debt are initiallymeasured at fair value and aresubsequently measured at amortisedcost using the effective interest ratemethod. Any difference between theproceeds (net of transaction costs) andthe settlement or redemption ofborrowings is recognised over the termof the borrowings in the standalonestatement of profit and loss.
For trade and other payables maturingwithin one year from the balance sheetdate, the carrying amounts approximatefair value due to the short maturity ofthese instruments.
• Financial guarantee contracts
Financial guarantee contracts issued by theCompany are those contracts that require apayment to be made to reimburse the holderfor a loss it incurs because the specified debtorfails to make a payment when due inaccordance with the terms of a debtinstrument. Financial guarantee contracts arerecognised initially as a liability at fair value,adjusted for transaction costs that are directlyattributable to the issuance of the guarantee.Subsequently, the liability is measured at the
higher of the amount of loss allowancedetermined as per impairment requirementsof Ind AS 109 and the amount recognised lesscumulative amortisation.
The potential cash payments related to putoptions issued by the Company over theequity of subsidiary companies to non¬controlling interests are accounted for asfinancial liabilities when such options may onlybe settled other than by exchange of a fixedamount of cash or another financial asset fora fixed number of shares in the subsidiary.The financial liability for such put option isaccounted for under Ind AS 109.
The amount that may become payable underthe option on exercise is initially recognisedat fair value under other financial liabilitieswith a corresponding charge directly toinvestments.
If the put option is exercised, the entityaccounts for an increase in its ownershipinterest. At the same time, the entityderecognises the financial liability andrecognises an offsetting credit in the samecomponent of equity reduced on initialrecognition. In the event that the optionexpires unexercised, the liability isderecognised with a correspondingadjustment to equity.
• De-recognition
A financial liability is derecognised when theobligation under the liability is discharged orcancelled or expires. When an existingfinancial liability is replaced by another fromthe same lender on substantially differentterms, or the terms of an existing liability aresubstantially modified, such an exchange ormodification is treated as the de-recognitionof the original liability and the recognition ofa new liability. The difference in the respectivecarrying amounts is recognised in thestandalone statement of profit and loss.
(c) Off-setting of financial instruments
Financial assets and financial liabilities are offset,and the net amount is reported in the standalonebalance sheet if there is a currently enforceablelegal right to offset the recognised amounts andthere is an intention to settle on a net basis, torealise the assets and settle the liabilitiessimultaneously.
Convertible preference shares/debentures areseparated into liability and equity components basedon the terms of the contract.
On issuance of the convertible preference shares/debentures, the fair value of the liability component isdetermined using a market rate for an equivalent non¬convertible instrument. This amount is classified as afinancial liability measured at amortised cost (net oftransaction costs) until it is extinguished on conversionor redemption.
The remainder of the proceeds is allocated to theconversion option that is recognised and included inequity since conversion option meets Ind AS 32 criteriafor conversion right. Transaction costs are deductedfrom equity, net of associated income tax. The carryingamount of the conversion option is not re-measured insubsequent years.
Transaction costs are apportioned between the liabilityand equity components of the convertible preferenceshares/ debentures based on the allocation of proceedsto the liability and equity components when theinstruments are initially recognised.
Cash and cash equivalent in the standalone balancesheet comprise cash at banks and on hand and short¬term deposits with an original maturity of three monthor less, which are subject to an insignificant risk ofchanges in value.
For the purpose of the standalone statement of cashflows, cash and cash equivalents consist of cash andshort-term deposits, as defined above, net ofoutstanding bank overdrafts as they are considered anintegral part of the Company's cash management.
q. Foreign currencies
In preparing the standalone financial statements,transactions in the currencies other than the Company'sfunctional currency are recorded at the rates ofexchange prevailing on the date of transaction. At theend of each reporting period, monetary itemsdenominated in the foreign currencies are re-translatedat the rates prevailing at the end of the reporting period.Non-monetary items carried at fair value that aredenominated in foreign currencies are retranslated atthe rates prevailing on the date when the fair valuewas determined. Non-monetary items are measured interms of historical cost in a foreign currency are notretranslated.
Exchange differences arising on translation of long termforeign currency monetary items recognised in thestandalone financial statements before the beginningof the first Ind AS financial reporting period in respect
of which the Company has elected to recognise suchexchange differences in equity or as part of cost ofassets as allowed under Ind AS 101 -"First time adoptionof Indian Accounting Standard” are recognised directlyin equity or added/ deducted to/ from the cost of assetsas the case may be. Such exchange differencesrecognised in equity or as part of cost of assets isrecognised in the standalone statement of profit andloss on a systematic basis.
Exchange differences arising on the retranslation orsettlement of other monetary items are included in thestandalone statement of profit and loss for the period.
The Company charges its CSR expenditure incurredduring the year to the standalone statement of profitand loss.
s. Earnings per share
Basic earnings per share is calculated by dividing thenet profit or loss for the period attributable to equityshareholders (after deducting attributable taxes) by theweighted average number of equity shares outstandingduring the period. The weighted average number ofequity shares outstanding during the period is adjustedfor events including a bonus issue.
For the purpose of calculating diluted earnings pershare, the net profit or loss for the period attributableto equity shareholders and the weighted averagenumber of shares outstanding during the period areadjusted for the effects of all dilutive potential equityshares. Potential ordinary shares shall be treated asdilutive when, and only when, there conversion toordinary share would decrease/ increase earning/ lossper share from continuing operations.
t. Exceptional items
An item of income or expense which due to its size,type or incidence requires disclosure in order toimprove an understanding of the performance of theCompany is treated as an exceptional item and the sameis disclosed in the standalone financial statements.
u. Scheme of merger
The standalone financials of the Company for the yearended March 31, 2024 were earlier approved by theBoard of directors at its meeting held on May 29, 2024and reported upon by the statutory auditors vide theirreport dated May 29, 2024. The said standalone financialstatement did not include the effect of scheme ofmerger of GAL with GIDL followed by merger of GIDLwith the Company which was approved by the Hon'bleNational Company Law Tribunal, Chandigarh bench(“the Tribunal”) vide its order dated June 11, 2024(Certified copy of the order received on July 02, 2024).The said Tribunal order was filed with the Registrar of
Companies by GAL, GIDL and the Company on July 25,2024 thereby the Scheme becoming effective on thatdate from the appointed date of April 01, 2023 formerger. As a result, the aforesaid standalone financialstatements have been revised by the Company so as togive effect to the Composite scheme of amalgamation
and arrangement ('Scheme') in accordance withAppendix C of Ind AS 103 “Business Combination” fromthe earliest period presented consequent upon receiptof approval to the Scheme from National Company LawTribunal (NCLT). Also refer note 45 to the standalonefinancials statements.
2. The fair value of investments in equity shares includes the impact of favorable outcomes of the ongoing litigations and claimspertaining to Delhi International Airport Limited ('DIAL') and GMR Hyderabad International Airport Limited ('GHIAL'). Litigationsand claims in respect of DIAL pertain to Monthly Annual Fees and tariff related matters while the litigation and claim in respectof GHIAL pertains to tariff related matters, details of which are described below:
• Ongoing arbitration between DIAL and Airports Authority of India ('AAI') in relation to the payment of Monthly Annualfees ('MAF') for the period till the operations of DIAL reaches pre COVID 19 levels. Basis an independent legal opinionobtained by the management of DIAL, DIAL is entitled to be excused from making payment of MAF under article 11.1.2 ofOperation, Management and Development Agreement ('OMDA') to AAI on account of occurrence of Force Majeure Eventunder Article 16.1 of OMDA, till such time DIAL achieves level of activity prevailing before occurrence of force majeure.Further, the management of DIAL had entered into a settlement agreement with AAI on April 25, 2022, which will governinterim workable arrangement between parties for the payment of MAF. Accordingly, DIAL had started payment of MAFwith effect from April 01, 2022, onwards.
On January 06, 2024, the Arbitration Tribunal unanimously pronounced the arbitral award largely in favour of DIAL. As perthe award, DIAL has been excused from making payment of Annual Fee to AAI from March 19, 2020 till February 28, 2022.During the quarter ended June 30, 2024, AAI has filed a petition with Hon'ble High Court of Delhi. On May 6, 2024, DIALhas paid the MAF for the month of March 2022 along with interest and AAI has also pre-deposited ' 471.04 crore withHon'ble High Court of Delhi on May 15, 2024. The argument in the matter was concluded on January 23, 2025. The Hon'bleHigh Court of Delhi vide its judgment dated March 07, 2025 has upheld the Arbitral Award and dismissed the petition ofAAI. AAI has filed an appeal against order dated March 07, 2025 with Divisional Bench of Hon'ble Delhi High Court, thehearing in matter is scheduled on July 16, 2025.
• In case of DIAL, AERA has issued tariff order no 57/2020-21 for third control period ("CP3”) starting from April 01, 2019 toMarch 31, 2024 on December 30, 2020 allowing DIAL to continue with Base Airport Charges ("BAC”) 10% tariff for thebalance period of third control period. DIAL had filed an appeal against some of AERA's decision in third control period
order on January 29, 2021 with Telecom Disputes Settlement Appellate Tribunal ("TDSAT”). As per the AERA Order no. 40/2023-24 dated March 15, 2024, the existing tariff as applicable as on March 31, 2024, is extended on interim basis for afurther period of six months or till the determination of regular tariffs for the fourth Control Period ("CP4”) starting fromApril 1, 2024 to March 31, 2029. Further, AERA has issued order no. 091 2024-25 extending interim anangement to levyexisting tariff till Match 31, 2025. Further, AERA has issued order no. 18/2024-25 dated March 24, 2025 extending interimarrangements to levy existing tariff till June 30, 2025 or date of determination of tariff for CP4 period.
DIAL had also filed appeal against the second control period ("CP2”) before the TDSAT. TDSAT at the request of AERA andconcurred by DIAL had agreed and tagged CP2 appeal with CP3 appeal. The final order was pronounced on July 21, 2023.TDSAT in its order has allowed certain claims of DIAL and disallowed certain others.
AERA and Federation of Indian Airlines (FIA) has filed an appeal before the Hon'ble Supreme Court on October 19, 2023against the judgement dated July 21, 2023 passed by TDSAT. The appeal of AAI has been accepted and the matter was lastheard on May 20, 2025 and next hearing date yet to be notified.
During the Current quarter ended March 31, 2025, AERA has issued the tariff order no. 20/2024-25 dated March 28, 2025,for Delhi airport, determining the tariff for aeronautical services for the CP4. AERA has decided to defer the implementationof the aforementioned TDSAT order till the matters attains finality in the proceedings before the Hon'ble Supreme Courtof India.
The management has also obtained legal opinion according to which DIAL's contention as above is appropriate as perterms of Concession agreement and AERA Act, 2008.
• GHIAL had filed an appeal, challenging the disallowance of pre-control period losses and foreign exchange loss on externalcommercial borrowings, classification of revenues from ground handling, cargo and fuel farm as aeronautical revenuesand other issues for determination of aeronautical tariff for the First Control Period ("FCP”) commencing from April 01,2011 to March 31, 2016 by Airport Economic Regulatory Authority ('AERA'). Similar appeals are filed with TDSAT for theSecond Control period commencing from April 01, 2016 to March 31, 2021 and third control period October 01, 2021 forthe TCP commencing from April 01, 2021 to March 31, 2026.
During the previous year ended March 31, 2024, TDSAT has pronounced the Judgement and has adjudicated variousissues raised by GHIAL including directing AERA to true up the pre-control period losses, to treat CGF as non-aeronauticalrevenue etc., in favour of GHIAL. However, TDSAT ruled in favor of AERA on certain other issues. GHIAL has filed caveatpetition with the Hon'ble Supreme Court to avoid any ex-parte orders.
During the year ended March 31, 2025, AERA filed an appeal in the Hon'ble Supreme Court of India against the TDSATorder. The matter is currently sub judice with the Hon 'ble Supreme Court of India.
The management has also obtained legal opinion according to which GHIAL's contention as above is appropriate as perterms of Concession agreement and AERA Act, 2008.
3. This includes investment in equity and investment in additional equity on account of financial guarantees and put option asexplained in note 5 below.
4. a) During the year ended March 31, 2023, erstwhile GAL has made an investment in 100,000 Optionally Convertible Redeemable
Preference Shares (OCRPS) of ' 10 each in GGIAL amounting to ' 0.10 crore. Basis the OCRPS Subscription Agreementexecuted on March 21, 2023 with GGIAL. These OCRPS shall carry a non-cumulative preferential dividend at the rate of0.0001% p.a. with a maximum term of 20 years.
b) During the year ended March 31, 2024, erstwhile GAL has made an investment in 100,000 Optionally Convertible RedeemablePreference Shares (OCRPS) of ' 10 each in GVIAL amounting to ' 0.10 crore. Basis the OCRPS Subscription Agreementexecuted on March 07, 2024 with GVIAL. These OCRPS shall carry a non-cumulative preferential dividend at the rate of0.0001% p.a. with a maximum term of 20 years.
Each OCRPS shall be converted at face value, (i.e., 1 (One) OCRPS shall be converted into 1 (one) Class A Equity Share of thecompany subject to fulfilment of certain conditions as specified in the agreement) at the option of OCRPS-holder uponoccurrence of any one of the following event: a) upon occurrence of redemption event; or (b) at any time mutually agreedbetween the parties and NIIF (or its transferee (in terms of the IRA), in writing), whichever is earlier.
5. a) GGIAL along with erstwhile GAL and National Investment and Infrastructure Fund (NIIF) has executed tripartite agreement
for allotment of Compulsorily Convertible Debentures (CCD) by GGIAL to NIIF to the extent of ' 631.24 crore (having facevalue of ' 1,00,000 per CCD). Each CCD is convertible into 10,000 Equity Shares of GGIAL after the 7 years period and incase of Exit Event of NIIF before the expiry of the term, number of shares may vary basis the terms and conditions asagreed.
Post lock in period of 30 months from Commercial Operation Date (COD), NIIF is provided with Put option by erstwhileGAL with respect to above mentioned CCD's on the 7th year and also erstwhile GAL has call options with respect to aboveCCD's with agreed IRR between 2.5 - 5 years and 7th year. Accordingly, the above instrument being classified as EquityInstrument, basis the accounting policy of the Company, ' 165.00 crore is recognized as part of Investment of erstwhileGAL as on date of initial recognition. Further, in terms of IND AS 32, erstwhile GAL has fair valued the put option providedto NIIF and determined the value at ' 132.10 crore as on March 31, 2025 and recognized the same as Financial Liability.
b) GVIAL along with erstwhile GAL and NIIF has executed tripartite agreement for allotment of Compulsorily ConvertibleDebentures (CCD) by GVIAL to NIIF to the extent of ' 674.72 crore (having face value of ' 10 per CCD) out of which' 394.88 crore has been received by GVIAL during the financial year ended March 31, 2024. Each CCD is convertible into 1Equity Shares of GVIAL after the 7 years period and in case of Exit Event of NIIF before the expiry of the term, number ofshares may vary basis the terms and conditions as agreed.
Post lock in period of 12 months from Scheduled Commercial Operation Date (SCOD), NIIF is provided with Put option byGAL with respect to above mentioned CCD's on the 7th year and also erstwhile GAL has call options with respect to aboveCCD's with agreed IRR between 2.5 - 5 years and 7th year. Accordingly, the above instrument being classified as EquityInstrument, basis the accounting policy of Company, ' 114.80 crore is recognized as part of Investment of the Company ason date of initial recognition. Further, in terms of IND AS 32, erstwhile GAL has fair valued the put option provided to NIIFand determined the value at ' 131.30 crore as on March 31, 2025 and recognized the same as Financial Liability.
6. During the year ended March 31, 2024 the Company has acquired additional 10% stake in DAPSL at a consideration of ' 16.29crore from Tenaga Parking Services (India) Private Limited.
7. During the year ended March 31, 2024 the Company has acquired additional 11% stake in GHIAL at a consideration of ' 831.68crore from Malaysia Airports Holding Berhad and MAHB (Mauritius) Private Limited.
8. Also refer note 38(b).
9. During the year ended March 31,2025 the Company has acquired additional 10% stake in DIAL at a consideration of ' 1,068.59crore (USD 126 Million) from Fraport AG Frankfurt Airport Services Worldwide.
10. During the year ended March 31,2025 the Company has acquired 49% stake in BDGASPL at a consideration of ' 0.50 crore andthe Company has further invested ' 7.35 crore in equity shares. The Company has also invested in 5% non cumulative preferenceshares of ' 14.22 crore which are compulsorily convertible into equity shares as per tems of the agreement.
11. During the year ended March 31, 2025 the Company has acquired 8.40% stake in WAISL Limited at a consideration of ' 56.66crore.
12. Receipt of Letter of Award (LOA) from Delhi International Airport Limited (DIAL), that the Company has emerged as the SelectedBidder to develop, operate, manage and maintain the Duty-Free Outlets at the Delhi Airport (Delhi Duty Free Concession).Subsequent to the issuance of the LOA, the Company had entered into a License Agreement on August 21, 2024 towards thesaid Delhi Duty Free Concession to take up the operations from July 28, 2025 onwards and hence the future operations and thevalue accretion would be consummated directly in the company. Considering the aforesaid arrangement, the fair valuation ofInvestments in Delhi Duty Free Services Private Limited (current operator of duty-free outlets at Delhi airport) held by theCompany directly and through DIAL has been reassessed for the fact that it will not more be an investment asset of DIAL afterthe concession expires in July 2025.
13. Mihan India Limited (MIL) issued the bid for upgradation, modernisation, operation and maintenance of Dr. Babasaheb AmbedkarInternational Airport, Nagpur (“Concession Agreement”). GMR Airports Limited was a successful bidder and was issued Letterof Award dated March 07, 2019 and subsequently GAL incorporated GMR Nagpur International Airport Limited (“GNIAL”) forexecution of the Concession Agreement with MIL. On March 19, 2020, MIL issued a communication letter to GAL and annullingthe process of bidding. GAL & GNIAL filed W.P. No. 1723 of 2020 before Hon'ble High Court of Bombay, Nagpur Benchchallenging the annulment letter and seeking direction to direct MIL to execute Concession Agreement. On August 18, 2021,Hon'ble High Court of Bombay, Nagpur Bench decided the writ favourably setting aside the annulment letter issued by MIL anddirecting MIL to execute the Concession Agreement. However, MIL, Govt. of Maharashtra (GoM), Ministry of Civil Aviation(MoCA) and Airports Authority of India (AAI) filed SLP and challenged this order before Hon'ble Supreme Court of India.Hon'ble Supreme Court of India upheld the judgment of Hon'ble High Court of Bombay in its order dated May 09, 2022.Subsequently, Review Petitions were filed by MIL, GOM & AAI in Hon'ble Supreme Court of India raising issues in such order,however the same were dismissed by Court by its order dated August 12, 2022. The said Order was challenged by the Authoritiesseeking for a reconsideration of the judgement through curative petition that was ultimately disposed-off by Hon'ble SupremeCourt of India by its order dated September 27, 2024. With all the legal hurdles now finally concluded, GNIAL has signed aConcession Agreement on October 08, 2024 with MIL, whereby GNIAL is garnered the concession to upgrade, develop and
The total promoters and promoters group shareholding as on March 31, 2025 is 6,994,279,806 shares constituting 66.24%(March 31, 2024: 3,565,669,176 shares constituting 59.07%) of paid up equity share capital of the Company.
During the year ended March 31, 2025 the Company has issued 3,410,614,011 equity shares of ' 1/- each were issued to theshareholders of erstwhile GAL as per the terms of the scheme of arrangement. Refer note 45 for further details.
For details of shares reserved for issue on conversion of foreign currency convertible bonds ('FCCBs'), refer note 16(1) and 16(2)related to terms of conversion/ redemption of FCCBs.
1. Pursuant to the approval of the Management Committee of the Board of Directors dated March 17, 2023, the Company hasissued 6.76% Unlisted Foreign Currency Convertible Bonds (FCCBs) of EUR 33.0817 crore, equivalent to ' 2,931.77 crore toAeroports De Paris S.A. With a maturity period of 10 years and 1 day. The bond shall carry an interest rate of 6.76% p.a on asimple interest basis. Interest will accrue on a yearly basis and first interest installment is payable on date of expiry of five yearsand from end of sixth year on yearly basis. Also refer note 16(2).
2. The Company recognises changes in the fair value of investments in equity securities in other comprehensive income. Thesechanges are accumulated within the FVTOCI reserves within equity.
3. General reserve was created pursuant to transfer of debenture redemption reserve and equity component of preference share.General reserve is a free reserve available to the Company.
4. Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised only for limitedpurposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.
5. On July 02, 2014, the Board of Directors of the Company approved an issue and allotment of up to 180,000,000 warrants havingan option to apply for and be allotted equivalent number of equity shares of face value of ' 1 each on a preferential basis underchapter VII of the SEBI ICDR Regulations and provisions of all other applicable laws and regulations and accordingly theCompany received an advance of ' 141.75 crore against such share warrants. The shareholders approved the aforesaid issue ofwarrants through postal ballot on August 12, 2014. Pursuant to the approval of the Management Committee of the Board ofDirectors dated February 26, 2016 the outstanding warrants have been cancelled as the holders did not exercise the optionwithin the due date of 18 months from the date of allotment, and ' 141.75 crore received as advance towards such warrants hasbeen forfeited in accordance with the SEBI ICDR Regulations during the year ended March 31, 2016. The said amount wascredited to Capital Reserve account during the year ended March 31, 2016.
6. Retained Earnings are the profits of the Company earned till date net of appropriations.
7. FCMTR reserve represents unamortised foreign exchange differences arising on translation of long-term foreign currencymonetary items.
1. Pursuant to the approval of the Management Committee of the Board of Directors dated December 10, 2015, the Company hasissued 7.50% Unlisted Foreign Currency Convertible Bonds ('KIA FCCBs') of USD 300 million to Kuwait Investment Authoritywith a maturity period of 60 years. The subscriber can exercise the conversion option on and after 18 months from the closingdate upto close of business on maturity date. Interest is payable on annual basis. The KIA FCCBs are convertible at ' 18 pershare which is subject to adjustment as per the terms of the KIA FCCBs, subject to the regulatory floor price. The exchange ratefor conversion of KIA FCCBs is fixed at ' 66.745/USD. Pursuant to composite scheme of arrangement being effective on December31, 2021, the USD 300 million KIA FCCBs are split into USD 25 million and USD 275 million between GIL and GPUIL respectivelybasis utilisation and in their respective asset ratio in accordance with Section 2(19AA) of the Income Tax Act in the mannercontemplated under the Scheme. In order to maintain the rights of the bondholder intact consequent to split of KIA FCCBs, theconversion price of KIA FCCBs issued by the Company were changed so that Bondholders upon conversion receive the samenumber of shares as they were entitled at the time of issuance. Hence, conversion of KIA FCCBs of USD 25 million shall accountfor 1,112,416,666 equity shares of the Company (as per original entitlement).
During the year ended March 31, 2025, the US$ 25 million 7.5% Subordinated Foreign Currency Convertible Bonds (FCCBs),issued by the Company to KIA have been transferred by KIA to two eligible lenders i.e., Synergy Industrials Metals and PowerHoldings Limited (“Synergy”) (US$ 14 million) and to GRAM Limited (“GRAM”) (US$ 11 million).
Accordingly, the 7.5% US$ 25 million FCCBs have been converted dated July 10, 2024 into 1,112,416,666 no. of equity shares of' 1/- each at a premium of ' 0.50 per share, proportionately to the above mentioned two FCCB holders, as per the agreed termsand basis receipt of a conversion notice from the said FCCB holders. As the FCCB holders are equity investors, and as a part ofthe overall commercials between the parties, the outstanding interest payable on the FCCB's of ' 106.91 crore was waived.Considering the same, the Company has recognized exceptional gain in these standalone financial statements for the yearended March 31, 2025.
2. Pursuant to the approval of the Management Committee of the Board of Directors dated March 17, 2023, the Company hasissued 6.76% Unlisted Foreign Currency Convertible Bonds ('ADP FCCBs') of Euro 330.817 million of Euro 1,000 each, equivalentto ' 2,931.77 crore to Aeroports De Paris S.A. with a maturity period of 10 years and 1 day. The subscriber can exercise theconversion option at any time on or after the day following the 5th anniversary of the closing date up to the close of businesson March 2033. The exchange rate for conversion of ADP FCCBs is fixed at ' 88.5237/EUR. The price at which each of the shareswill be issued upon conversion, as adjusted from time to time, will initially be ' 43.67 (calculated by reference to a premium of10% (ten percent) over and above the Regulatory Floor Price), but will be subject to adjustment. The Bonds may be redeemedor converted into new shares on the maturity date at 100 per cent of the principal amount of the bonds together with anyaccrued but uncapitalised or unpaid interest (including default interest) up to (but excluding) the maturity date, subject to theunanimous consent of the Bondholders pursuant to an extraordinary resolution.
The bond shall carry an interest rate of 6.76% p.a on a simple interest basis. Interest will accrue on a yearly basis and firstinterest installment is payable on date of expiry of five years and from end of sixth year on yearly basis .
At initial recognition, the above ADP FCCBs are fair valued as per Ind AS 109 - 'Financial Instrument' and equity component of' 479.35 crore (net of deferred tax of ' 161.21 crore) has been recognised in other equity.
3. Borrowings of ' 141.20 crore (March 31, 2024: ' 141.20 crore) from GHIAL, a subsidiary company of the Company carryinginterest 11% per annum (March 31, 2024: 11% per annum) and is payable along with repayment of principal more than 12months from the date of balance sheet.
4. Borrowings of ' Nil (March 31, 2024: ' 40.00 crore) from Celebi Delhi Cargo Terminal Management India Private Limited, anassociate of the company carrying interest rate ' Nil (March 31, 2024: 9% per annum). During the year ended March 31, 2025the Company has repaid the borrowings.
5. During the year ended March 31, 2024, the Company has raised money by issue of unsecured, redeemable, Listed Non¬Convertible Bonds (NCBs) amounting to ' 5,000.00 crore in three tranches vide board resolution dated October 25, 2023 andcircular resolution dated November 02, 2023 for a tenure of 36 months, which are repayable in November 2026.
During the year ended March 31,2025, the Company has further raised money by issue of unsecured, redeemable, Listed NCBsamounting to ' 1,100.00 crore vide board resolution dated October 24, 2024 for a tenure of 36 months, which are repayable inFebruary 2028.
Some of the major covenants against these NCBs are (a) Default under Concession Agreement / Shareholder's Agreement ofDIAL & GHIAL, (b) Default in payment to lenders by the Company, (c) Creation of charge of over assets other those permittedas mentioned in bond trust deed.
As on March 31,2025, these NCBs have first charge over moveable assets of the Company both present and future. Since valueof the security is less than 1x of outstanding NCBs (along with accrued interest) as on March 31, 2025, hence these NCBs areunsecured in nature.
The proceeds from these NCBs were utilized for
(a) Towards refinancing of outstanding bonds under then existing ' 1,670.00 crore facility, prepayment of outstanding bondsunder ' 345.00 crore facility, ' 300.00 crore facility, ' 400.00 crore facility and the ' 1,110.00 crore facility along withaccrued coupon, redemption premium, outstanding cost, fee and expenses (if any) payable in relation to the these bonds.
(b) Investments into subsidiary.
(c) Payment of cost and issue expenses in relation to ' 1,950.00 crore facility.
(d) Payment of purchase consideration for 11% equity stake in GMR Hyderabad International Airport Limited held by MAHB(Mauritius) Private Limited and Malaysia Airports Holdings Berhad.
(e) Payment of purchase consideration for 10% equity stake in Delhi International Airport Limited held by Fraport AG FrankfurtServices Worldwide ('Fraport').
6. The Company has outstanding overdraft facility ('OD') as at March 31, 2025 is ' 1.68 crore (March 31, 2024: ' 0.22 crore) frombank which is secured by pledge of bank deposits and have second charge on current assets of the Company (both present andfuture). The undrawn overdraft facility as at March 31, 2025 is ' 141.86 crore (March 31, 2024: ' 88.97 crore).
7. There is no repayment of NCBs and FCCB's during the year ended March 31, 2025 except for KIA FFCB as mentioned in note 1above. During the year ended March 31, 2025 the Company has issuued NCBs of ' 1,100 crore as mentioned in note 5 above.
The tax expense comprises of current taxes and deferred taxes. Current tax is the amount of income tax determined to be payablein respect of taxable income for a period as per the provisions of the Income-Tax Act, 1961 ('IT Act').
On September 30, 2019, the Taxation Laws (Amendment) Ordinance 2019 ('the Ordinance') was passed introducing section 115BAAof the Income tax Act, 1961 which allowed domestic companies to opt for an alternative tax regime from financial year 2019-20onwards. As per the regime, companies can opt to pay reduced income tax @22% (plus surcharge and cess) subject to foregoing ofcertain exemptions. Central Board of Direct taxes vide circular number 29/2019 clarified that companies opting for lower rates oftaxes will not be allowed to carry forward minimum alternate tax ('MAT') credit and also will not be allowed to offset broughtforward losses on account of additional depreciation.
The Company has decided to opt for the aforementioned regime w.e.f. financial year 2021-22 and has provided for its current taxesat lower rates and has made the requisite adjustments in its deferred taxes.
Deferred tax is the effect of timing differences between taxable income and accounting income that originate in one period and arecapable of reversal in one or more subsequent periods.
The preparation of the Company's Standalone Financial Statements requires management to make judgements, estimates andassumptions that affect the reported amount of revenues, expenses, assets and liabilities, and the accompanying disclosures, andthe disclosure of contingent liabilities. Actual results could differ from those estimates. Estimates and underlying assumptions arereviewed on an ongoing basis. Uncertainty about these assumptions and estimates could result in outcomes that require a materialadjustment to the carrying amount of assets or liabilities affected in future periods.
The estimates and the underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognisedin the period in which the estimate is revised and future periods affected.
Significant judgements and estimates relating to the carrying values of assets and liabilities include fair value measurement ofinvestments in subsidiaries, joint ventures and associates, provision for employee benefits and other provisions, recoverability ofdeferred tax assets, commitments and contingencies and recognition of revenue on long term contracts.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have asignificant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year aredescribed below. The Company based its assumptions and estimates on parameters available when the Standalone Financial Statementswere prepared. Existing circumstances and assumptions about future developments, however, may change due to market changesor circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when theyoccur.
Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the samecan be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can berecognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.Refer note 19 and 31 for further disclosure.
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based onquoted prices in active markets, their fair value is measured using valuation techniques including the discounted cash flowmodel and market approach method. The inputs to these models are taken from observable markets where possible, but wherethis is not feasible, a degree of judgement is required in establishing fair values. The cash flow projections used in these modelsare based on estimates and assumptions relating to conclusion of tariff rates, estimation of passenger and rates and favourableoutcomes of litigations etc. in the airport which are considered as reasonable by the management. Judgements includeconsiderations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affectthe reported fair value of financial instruments. Refer note 6 and 38 for further disclosure.
c. Contingencies
Contingent liabilities may arise from the ordinary course of business in relation to claims against the Company, including legaland contractual claims. By their nature, contingencies will be resolved only when one or more uncertain future events occur orfail to occur. The assessment of the existence, and potential quantum, of contingencies inherently involves the exercise ofsignificant judgement and the use of estimates regarding the outcome of future events.
In respect of financial guarantees provided by the Company to third parties, the Company considers that it is more likely thannot that such an amount will not be payable under the guarantees provided. Refer note 37 for further disclosure.
d. Defined benefit plans (gratuity benefits)
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarialvaluations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future.These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexitiesinvolved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions.All assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated inIndia, the management considers the interest rates of government bonds.
The mortality rate is based on publicly available mortality tables for India. Those mortality tables tend to change only at intervalin response to demographic changes. Future salary increases and gratuity increases are based on expected future inflationrates.
Further details about gratuity obligations are given in note 35.
e. Lease term of contracts with renewal options
The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by anoption to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease,if it is reasonably certain not to be exercised.
The Company has several lease contracts that include extension and termination options. The Company applies judgement inevaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, itconsiders all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After thecommencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that iswithin its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction ofsignificant leasehold improvements or significant customisation to the leased asset).
The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets agratuity on departure at 15 days salary (based on last drawn basic) for each completed year of service.
The fund provides a capital guarantee of the balance accumulated and declares interest periodically that is credited to thefund account. Although we know that the fund manager invests the funds as per products approved by Insurance Regulatoryand Development Authority of India and investment guidelines as stipulated under section 101 of Income Tax Act, theexact asset mix is unknown and not publicly available. The Trust assets managed by the fund manager are highly liquid innature and we do not expect any significant liquidity risks. The Trustees are responsible for the investment of the assets ofthe Trust as well as the day to day administration of the scheme.
The following tables summarises the components of net benefit expense recognised in the standalone statement of profitand loss and the funded status and amounts recognised in the standalone balance sheet for gratuity benefit.
1. Plan assets are fully represented by balance with the Life Insurance Corporation of India.
2. The expected return on plan assets is determined considering several applicable factors mainly the composition ofthe plan assets held, assessed risks of asset management, historical results of the return on plan assets and theCompany's policy for plan asset management.
3. The estimates of future salary increase in compensation levels, considered in actuarial valuation, take account ofinflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
4. Mortality rate as per Indian Assured Lives Mortality (2006-08) (modified) Ultimate.
5. Plan Characteristics and Associated Risks:
The Gratuity scheme is a Defined Benefit Plan that provides for a lump sum payment made on exit either by way ofretirement, death, disability or voluntary withdrawal. The benefits are defined on the basis of final salary and theperiod of service and paid as lump sum at exit. The plan design means the risks commonly affecting the liabilities andthe financial results are expected to be:
million FCCBs have been converted into equity shares on July 10, 2024 resulting in extinguishment of the corporate guaranteeagainst the same.
# Interest accrued, if any, and unpaid is not included above.
In addition to contingent liabilities disclosed above, the Company has sanctioned corporate guarantees amounting to ' 297.76crore (USD 35.70 Million towards loan proposed to be taken by GAIBV during the year ended March 31, 2024. However, suchguarantee has been released, and no-due certificates have been obtained from the Deutsche Bank AG, Singapore Branch onMay 24, 2024. Considering the said development, the Company has not considered the aforementioned corporate guaranteetowards such proposed borrowing as at March 31, 2024.
$Subsequent to balance sheet date bank guarantee of 6 Million KWD (equal to ' 163.55 Crore) issued towards submission of BidBond for participation in Operation and maintenance contract for Kuwait International Airport Terminal 2 in Kuwait has beenreleased.
In addition to above table, following are the additional contingent liabilities:
1. There are numerous interpretative issues relating to the Supreme Court ('SC') judgement on provident fund dated February28, 2019. As a matter of caution, the Company has evaluated the same for provision on a prospective basis from the dateof the SC order and is of the view that no such provision is required. The Company will update its provision, on receivingfurther clarity on the subject.
2. During the previous year the Company has issued corporate guarantee in favour of GHASL for ' 11.75 crore as percontractual terms. However during the year ended March 31,2024, corporate guarantee of ' 7.05 crore has been released.Further during the year ended March 31, 2025 corporate guarantee of ' 2.35 crore has been released.
3. During the year ended March 31, 2025, as per contractual terms with GMR Hyderabad Aviation SEZ Limited (GHASL), GALhas issued Corporate Guarantees (CG) for performance in favour of GHASL for ' 1.61 crore.
Litigations
The Company is involved in legal proceedings, both as plaintiff and as defendant. The Company believes the followingclaims to be of material nature:
Income tax
The Company has ongoing disputes with income tax authorities relating to tax treatment of certain items. These mainlyinclude disallowance of expenses, tax treatment of certain expenses claimed by the Company as deductions and transferpricing adjustments for related parties transactions etc. Most of these disputes and/ or dis-allowances, being repetitive innature, have been raised by the income tax authorities consistently in most of the years. The management of the Companyhas contested all these additions/ disallowances, by way of appeal before the appellate authorities and the same are yet tobe disposed off.
II Commitments
(a) Capital commitments outstanding as at March 31, 2025 is ' 0.49 crore (March 31, 2024: ' 4.64 crore).
(b) Other commitments
1. The Company has committed to provide financial assistance as tabulated below:
3. During the year ended March 31, 2024, the Company has provided Sponsor Support undertaking in favour of lendersof GGIAL for securing debt facility by GGIAL of ' 2,475.00 crore against which charge has been created (outstandingamount as at March 31, 2025'2,475.00 crore) for Termination shortfall support and project cost overrun support.
4. The Company has given letter of comfort dated April 24, 2024 to ICICI Bank Limited in consideration of providing fundand non-fund-based facilities of ' 270.00 crore (amount outstanding as on March 31, 2025 ' 175.00 crore (Fundbased) & ' 2.92 Crore (Non-Fund based) to the GGIAL.
5. The Company has given letter of comfort dated April 03, 2024 to ICICI Bank in consideration of providing Rupee termloan facility of ' 50.00 crore (amount outstanding as on March 31, 2025 against this facility is ' 43.31 crore) to itswholly owned subsidiary, GADL.
6. The Company has given letter of comfort dated January 09, 2023 to ICICI Bank Limited in consideration of extendingthe working capital limits of ' 135.00 crore (amount outstanding as on March 31, 2025 against this facility is ' 15.99crore) (Fund based Limits and Non Fund based limits) to its wholly owned subsidiary, GADL.
7. The Company has signed a Promoter undertaking in favour of Catalyst Trusteeship Limited (Security trustee) onAugust 03, 2022 for its subsidiary, DAPSL for funding of ' 200.00 crore from IDF against which charge has beenregistered (amount outstanding as on March 31, 2025 against this facility is ' 167.00 crore).
8. The Company has given letter of comfort dated December 30, 2024 to ICICI Bank Limited in consideration of extendingthe working capital limits of ' 100.00 Crore (amount outstanding as on March 31, 2025 against this facility is ' 84.25Crore) (Fund based Limits and Non Fund based limits) to its wholly owned subsidiary, GNIAL.
9. During the year ended March 31, 2025, the Company (“Sponsor”) has provided Sponsor Support undertaking datedMarch 24, 2025 entered amongst the Company, GVIAL (“Borrower”) and Catalyst Trusteeship Limited (in the capacityof security trustee on behalf of Tata Capital Limited and Aditya Birla Finance Limited) for a rupee term loan facility' 350.00 crore (outstanding amount as at March 31, 2025'50.00 crore).
10. During the year ended March 31, 2024, the Company (“Sponsor”) has provided Sponsor Support undertaking datedDecember 07, 2023 for term loan facility of ' 3,365.00 crore (including non fund based limit) entered amongst theCompany, GVIAL (“Borrower”) and India Infrastructure Finance Company Limited (IIFCL) as Facility agent for providingsupport contingent upon happening of events, inter-alia, equity support, debt-service support, cost overrun support,termination payment shortfall support, etc. The Borrower has created floating charge for ' 3,365.00 crore (outstandingamount as at March 31, 2025 : Fund Based ' 672.16 crore, Bills payable ' 1,028.39 crore as sub-limit to Rupee TermLoan and Bank Guarantee ' 46.00 crore).
During the year ended March 31, 2024, the Company (“Sponsor”) has entered into Pledge Agreement dated December07, 2023 for term loan facility of ' 3,365.00 crore (including non fund based limit) amongst the Company, GVIAL(“Borrower”) and Catalyst Trustee Limited acting as Security Trustee for pledge of 51% of diluted Share Capital in theBorrower Company to maintain the required percentage as stipulated by the facility.
11. During the year ended March 31, 2024 the Company has enetered into deed of hypothecation with Hero Fin CorpLimited for securing the loan by RSSL for ' 95.00 crore against which charge has been registered. During the yearended March 31, 2025 the Company has issued corporate guarnatee in favor of Hero Fin Corp Limited.
12. During the year ended March 31, 2025 the Company has entered into share pledge agreement with HDFC Bank forsecuring the loan by GHL for ' 67.00 crore (oustanding amount ' 44.97 crore) against which charge has been registered.
13. The erstwhile GMR Infrastructure Limited had extended corporate guarantees amounting to ' 2,353.20 crore (March31, 2024: ' 2,353.20 crore) pertaining to the undertaking which had been transferred to GPUIL pursuant to the demergerScheme. The Company (GAL) had passed board resolution to execute undertakings jointly with GPUIL, though it didnot issue any guarantee. The underlying loans for which aforementioned corporate guarantees were issued are nowsettled for ' 657.00 crore pursuant one-time settlement ('OTS settlement') between GREL, an associate of GPUIL andrespective lenders. Subsequent to March 31,2025, GREL had paid remaining amount of ' 491.30 crore as per terms ofOTS settlement to respective lenders and is in the process of getting the above-mentioned undertaking/ guaranteesreleased.
This section gives an overview of the significance of financial instruments for the Company and provides additional informationon balance sheet items that contain financial instruments.
The details of material accounting policy information, including the criteria for recognition, the basis of measurement and thebasis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equityinstrument are disclosed in Note 2.2 (b) and 2.2 (n), to the standalone financial statements.
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fairvalue, grouped into Level 1 to Level 3, as described below:
Quoted prices in an active market (Level 1): This level of hierarchy includes financial assets that are measured byreference to quoted prices (unadjusted) in active markets for identical assets or liabilities. This category consists of investmentin quoted equity shares, and mutual fund investments.
Valuation techniques with observable inputs (Level 2): This level of hierarchy includes financial assets and liabilities,measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, eitherdirectly (i.e., as prices) or indirectly (i.e., derived from prices).
Valuation techniques with significant unobservable inputs (Level 3): This level of hierarchy includes financial assetsand liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair values aredetermined in whole or in part, using a valuation model based on assumptions that are neither supported by prices fromobservable current market transactions in the same instrument nor are they based on available market data.
(i) Short-term financial assets and liabilities are stated at carrying value which is approximately equal to their fair value.
(ii) Management uses its best judgement in estimating the fair value of its financial instruments. However, there areinherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair valueestimates presented above are not necessarily indicative of the amounts that the Company could have realised orpaid in sale transactions as of respective dates. As such, fair value of financial instruments subsequent to the reportingdates may be different from the amounts reported at each reporting date.
(iii) The fair values of the unquoted equity shares have been estimated using a discounted cash flow ('DCF') method andmarket approach method. The valuation requires management to make certain assumptions about the model inputs,including forecast cash flows, discount rate, credit risk and volatility. The probabilities of the various estimates withinthe range can be reasonably assessed and are used in management's estimate of fair value for these unquoted equityinvestments.
(iv) There have been no transfers between Level 1, Level 2 and Level 3 for the year ended March 31, 2025 and March 31,2024.
In the course of its business, the Company is exposed primarily to fluctuations in foreign currency exchange rates, interestrates, equity prices, liquidity and credit risk, which may adversely impact the fair value of its financial instruments. TheCompany has a risk management policy which not only covers the foreign exchange risks but also other risks associatedwith the financial assets and liabilities such as interest rate risks and credit risks. The risk management policy is approvedby the Board of Directors. The risk management framework aims to:
(i) create a stable business planning environment by reducing the impact of currency and interest rate fluctuations onthe Company's business plan.
(ii) achieve greater predictability to earnings by determining the financial value of the expected earnings in advance.
Market risk is the risk of any loss in future earnings, in realisable fair values or in future cash flows that may result froma change in the price of a financial instrument. The value of a financial instrument may change as a result of changesin interest rates, foreign currency exchange rates, equity price fluctuations, liquidity and other market changes. Futurespecific market movements cannot be normally predicted with reasonable accuracy.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate becauseof changes in market interest rates. The Company's exposure to the risk of changes in market interest ratesrelates primarily to the Company's long-term debt obligations with floating interest rates. The Company managesits interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because ofchanges in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange ratesrelates primarily to the Company's investing and financing activities. The Company's exposure to foreign currencychanges from operating activities is not material.
No hedge contract entered for the year ended March 31, 2025 and March 31, 2024.
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customercontract, leading to a financial loss. Financial instruments that are subject to credit risk and concentration thereofprincipally consist of trade receivables, loans receivables, investments, cash and cash equivalents, derivatives andfinancial guarantees provided by the Company.
The carrying value of financial assets represents the maximum credit risk. The maximum exposure to credit riskwas ' 72,737.99 crore and ' 77,385.95 crore as at March 31, 2025 and March 31,2024 respectively, being the totalcarrying value of investments, loans, trade receivables, balances with bank, bank deposits and other financialassets.
Customer credit risk is managed by each business unit subject to the Company's established policy, proceduresand control relating to customer credit risk management. An impairment analysis is performed at each reportingdate on an individual basis for major customers. The Company does not hold collateral as security.
With respect to Trade receivables/ unbilled revenue, the Company has constituted the terms to review thereceivables on periodic basis and to take necessary mitigations, wherever required. The Company creates allowancefor all unsecured receivables based on lifetime expected credit loss based on a provision matrix. The provisionmatrix takes into account historical credit loss experience and is adjusted for forward looking information. Theexpected credit loss allowance is based on the ageing of the receivables that are due and rates used in theprovision matrix.
Credit risk from balances with bank and financial institutions is managed by the Company's treasury departmentin accordance with the Company's policy. Investments of surplus funds are made only with approved counterpartiesand within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risksand therefore mitigate financial loss through counterparty's potential failure to make payments.
In respect of financial guarantees provided by the Company to banks and financial institutions, the maximumexposure which the Company is exposed to is the maximum amount which the Company would have to pay if theguarantee is called upon. Based on the expectation at the end of the reporting period, the Company considersthat it is more likely than not that such an amount will not be payable under the guarantees provided.
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidityrisk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements.The Company has obtained fund and non-fund based working capital lines from various banks. Furthermore, theCompany has access to funds from debt markets through commercial paper programs, non-convertible debenturesand other debt instruments. The Company invests its surplus funds in bank fixed deposit and in mutual funds,which carry no or low market risk.
The Company monitors its risk of shortage of funds on a regular basis. The Company's objective is to maintain abalance between continuity of funding and flexibility through the use of bank overdrafts, bank loans, debentures,preference shares, sale of assets and strategic partnership with investors, etc.
The following table shows a maturity analysis of the anticipated cash flows excluding interest obligations for theCompany's financial liabilities on an undiscounted basis, which therefore differ from both carrying value and fairvalue.
The Company's capital management is intended to create value for shareholders by facilitating the meeting of long term and shortterm goals of the Company.
The Company determines the amount of capital required on the basis of annual business plan coupled with long term and shortterm strategic investment and expansion plans. The funding needs are met through equity, cash generated from operations and saleof certain assets, long term and short term bank borrowings and issue of non-convertible debt securities and strategic partnershipwith investors.
For the purpose of the Company's capital management, capital includes issued equity capital, convertible preference shares anddebentures, share premium and all other equity reserves attributable to the equity holders of the Company.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirementsof the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders,return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is total debt dividedby total capital plus total debt. The Company's policy is to keep the gearing ratio at an optimum level to ensure that the debt related
rn\/onantc are cnmnliorl \A/ith
(a) Company as Lessee
The Company has entered into certain cancellable operating lease agreements mainly for office premises and hiringequipment's and certain non-cancellable operating lease agreements towards land space and office premises and hiringoffice equipment's and IT equipment's. The lease rentals paid during the year (included in note 29) and the maximumobligation on the long term non - cancellable operating lease payable are as follows:
Lease Liability
i) The Company does not have any benami property, where any proceeding has been initiated or pending against the Groupfor holding any benami property.
ii) The Company does not have any transactions/ balances with companies struck off under section 248 of Companies Act,2013 to the best of knowledge of the management.
iii) The Company has not traded or invested funds in crypto currency of virtual currency.
iv) The Company has used borrowings from banks and financial institutions for the specific purpose for which it was taken atthe balance sheet date.
v) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any othersources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with theunderstanding that the Intermediary shall
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Group (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
vi) During the current year, the Company has not received any fund from any person(s) or entity(ies), including foreignentities (Funding Party) with the understating (whether recorded in writing or otherwise) that the Company shall
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
We confirm that, we have complied with the provisions of Foreign Exchange Management Act, 1999 (42 of 1999) andCompanies Act, 2013 (to the extent applicable) for the above transactions. Further, above transactions are contractual innature and not in violation of the Prevention of Money-Laundering Act, 2002 (15 of 2003) and any other regulatorycompliance.
vii) The Company has not been declared willful defaulter by any bank or financial institution or other lender.
viii) The Company does not have any such transaction which is not recorded in books of account that has been surrendered ordisclosed as income during the year in the tax assessments (such as, search or survey or any other relevant provisions)under Income Tax Act, 1961.
ix) The Company does not have any charges or satisfaction which is yet to be registered with the Registrar of Companiesbeyond the statutory period.
x) The Company is in compliance with the requirement of Section 2(87) of the Companies Act, 2013 read with the Companies(Restriction on number of Layers) Rules, 2017.
xi) The Company has not granted any loans or advances in nature of loan, either repayable on demand or without specifyingany terms or period of repayment, to promoters, directors, KMPs and the related parties.
xii) Disclosure as per section 186 of Companies Act 2013
The details of loans, guarantees and investments under section 186 of the Companies Act, 2013 read with the Companies(Meetings of Board and its Powers) Rules, 2014 are as follows:
(a) Details of investments made are given in note 6.
(b) Details of loan given by the company and guarantees issued as at March 31, 2025 and March 31, 2024 refer note 7 &
37.
xiii) The Company is not required to file quarterly return or statement of current assets with bank and financial institutions.
a. The Board of directors in its meeting held on March 19, 2023 had approved, a detailed Scheme of Merger of erstwhile GALwith GIDL followed by merger of GIDL with the Company referred herein after as Merger Scheme. During the currentperiod, the Merger Scheme has been approved by the Hon'ble National Company Law Tribunal, Chandigarh bench (“theTribunal”) vide its order dated June 11, 2024 (Certified copy of the order received on July 02, 2024). The said Tribunal orderwas filed with the Registrar of Companies by erstwhile GAL, GIDL and the Company on July 25, 2024 thereby the Schemebecoming effective on that date.
Accordingly, GAL merged with GIDL and merged GIDL stands merged into the Company with an appointed date of April01, 2023 and the standalone Financial Statements of the Company have been prepared by giving effect to the Compositescheme of amalgamation and arrangement in accordance with Appendix C of Ind AS 103 “Business Combination” from theearliest period presented consequent upon receipt of approval to the Scheme from National Company Law Tribunal(NCLT). The difference between the net identifiable assets acquired and consideration paid on merger has been accountedfor as capital reserve on merger.
Pursuant to the Scheme of amalgamation, 3,410,614,011 equity shares and 65,111,022 Optionally Convertible RedeemablePreference Shares (OCRPS) of the Company to be issued to the minority shareholders of erstwhile GAL, were presentedunder equity share capital pending issuance and OCRPS pending issuance of such shares for the year ended March 31,2024. Subsequently during the current year, the above mentioned equity shares and OCRPS were issued. As part of theScheme, the equity shares held by the Company in erstwhile GAL and GIDL stand cancelled.
(i) On the Scheme becoming effective on July 25, 2024 (“Effective Date”), the Company has accounted for the amalgamationin accordance with “Pooling of interest method” laid down by Appendix C of Ind AS 103 (Business combinations ofentities under common control) notified under the provisions of the Companies Act, 2013.
(ii) The cumulative carrying amount of investments held by the company in Merged GIDL in form of equity shares andOCRPS shall stand cancelled together with the cumulative corresponding unrealised gain recognised in FVTOCI reserve,and related deferred tax liability.
b. The Board of Directors of the Company vide their meeting dated March 17, 2023 had approved the settlement regardingBonus CCPS B, C and D between the Company, erstwhile GMR Airports Limited (erstwhile GAL) and Shareholders oferstwhile GAL wherein cash earnouts to be received by Company were agreed to be settled at ' 550.00 crore, to be paid inmilestone linked tranches and conversion of these Bonus CCPS B, C and D will take as per the terms of settlement agreement.Further, the Company, erstwhile GAL and Shareholders of erstwhile GAL had also agreed on the settlement regardingBonus CCPS A whereby erstwhile GAL will issue such number of additional equity share to the Company and GMR InfraDevelopers Limited ('GIDL') (wholly owned subsidiary of the Company) which will result in increase of shareholding ofCompany (along with its subsidiary) from current 51% to 55% in erstwhile GAL. The settlement was subject to certainconditions specified in the settlement agreements. As part of the settlement agreement, the Company had received 4tranches of ' 400.00 crore towards the sale of these CCPS till March 31, 2024.
During the quarter ended June 30, 2024, on completion of conditions precedent, the Company has received last tranche of' 150.00 crore towards the sale of these CCPS. On July 17, 2024, the board of directors of erstwhile GAL has approved theconversion of CCPS A, B, C and D into equity shares of erstwhile GAL. Accordingly, the consideration of ' 550.00 croretowards transfer of CCPS B, C and D has been recognized as gain directly in the other equity during the year ended March31, 2025 in accordance with the requirements of applicable Indian Accounting Standards.
c. On December 10, 2015, the Company had originally issued and allotted the 7.5% Subordinated Foreign Currency ConvertibleBonds (FCCBs) aggregating to US$ 300 million due in FY 2075 to Kuwait Investment Authority (KIA) on which interest ispayable on annual basis.
Pursuant to the Demerger of the Company's non-Airport business into GMR Power and Urban Infra Limited (GPUIL) duringJanuary 2022, the FCCB liability was split between the Company and GPUIL. Accordingly, FCCBs aggregating to US$25million were retained and redenominated in the Company and FCCBs aggregating to US$ 275 million were allocated toGPUIL. As per applicable RBI Regulations and the terms of the Agreements entered between KIA and the Company, theCompany had the right to convert the said FCCBs into equity shares at a pre-agreed SEBI mandated conversion price.Upon exercise of such conversion rights, KIA would have been entitled to 1,112,416,666 equity shares of the Company.
During the current year, the US$ 25 million 7.5% Subordinated Foreign Currency Convertible Bonds (FCCBs), issued by theCompany to KIA have been transferred by KIA to two eligible lenders i.e., Synergy Industrials Metals and Power HoldingsLimited (“Synergy”) (US$ 14 million) and to GRAM Limited (“GRAM”) (US$ 11 million).
Accordingly, the 7.5% US$ 25 million FCCBs have been converted dated July 10, 2024 into 1,112,416,666 equity shares of' 1/- each, proportionately to the above mentioned two FCCB holders, as per the agreed terms and basis receipt of aconversion notice from the said FCCB holders. As the FCCB holders are equity investors, and as a part of the overallcommercials between the parties, the outstanding interest payable on the FCCB's of ' 106.91 crore was waived. Consideringthe same, the Company had recognized exceptional gain in these standalone financial statements for the year endedMarch 31, 2025.
The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of theCompanies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, whichuses accounting software for maintaining its books of account, shall use only such accounting software which has a feature ofrecording audit trail of each and every transaction, creating an edit log of each change made in the books of account along withthe date when such changes were made and ensuring that the audit trail cannot be disabled.
(a) The Company is using SAP ERP accounting software for maintaining its books of account and all accounting records, whichhave a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevanttransactions recorded in the accounting software and the audit logs for database level are also implemented during theyear from 25 May 2024.
(b) The Company has used other applications for maintaining all accounting records for duty free business at Goa airport,revenue records of cargo business and revenue records of car parking business which has a feature of recording audit trail(edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software,except that the audit trail feature was not enabled at the data base level to log any direct data changes, used for maintenanceof aforementioned accounting records by the Company.
Further, the audit trail at database level for these applications are in the process of being implemented as these applicationsprimarily relates to new non-aero businesses.
47 Subsequent to year ended 31 March 2025, DIAL has received a directive from Ministry of Civil Aviation (“MoCA”), Governmentof India (“GOI”), vide its letter dated May 15, 2025 through which GOI has revoked the Security Clearance of Celebi groupentities operating in India, with immediate effect, in the interest of National Security. Following the Government directive, DIALhad terminated the Existing Concession Agreement with Celebi Delhi Cargo Terminal Management India Private Limited tooperate cargo terminal at Delhi airport. Further, DIAL has granted the said concession on the existing terms of the Concessionto the Company which already has security clearance as Regulated Agent to carry on Cargo business at airports. Theaforementioned subsequent event has been considered as non-adjusting event.
48 (a) The Company is in the process of conducting a transfer pricing study as required by the transfer pricing regulations under
the IT Act ('regulations') to determine whether the transactions entered during the year ended March 31, 2025, with theassociated enterprises were undertaken at “arm's length price”. The management confirms that all the transactions withassociated enterprises are undertaken at negotiated prices on usual commercial terms and is confident that the aforesaidregulations will not have any impact on the financial statements, particularly on the amount of tax expense and that ofprovision for taxation.
(b) The Code of Social Security, 2020 (“Code”) relating to employee benefits during employment and post employmentreceived Presidential assent in September 2020. Subsequently the Ministry of Labour and Employment had released thedraft rules on the aforementioned code. However, the same is yet to be notified. The Company will evaluate the impactand make necessary adjustments to the financial statements in the period when the code will come into effect.
49 The Company has presented earnings/ (loss) before finance costs, taxes, depreciation, amortisation expense and exceptionalitems as EBITDA.
50 Previous year's figures have been regrouped/ reclassified, wherever necessary to confirm to current year's classification. Theimpact of the same is not material to the users of the standalone financial statements
51 Certain amounts (currency value or percentages) shown in the various tables and paragraphs included in the standalonefinancial statements have been rounded off or truncated as deemed appropriate by company.
As per our report even date
Chartered Accountants
Firm's Registration No.: 001076N/N500013
Partner Chairman Managing Director & Chief Executive Officer
Membership Number: 062191 DIN: 00574243 DIN: 00061669
Chief Financial Officer Company Secretary
Membership Number: A13979
Place : New Delhi Place : New Delhi
Date : May 22, 2025 Date : May 22, 2025