1. We have audited the accompanying standalone financialstatements of GMR Airports Limited (formerly known as GMRAirports Infrastructure Limited) ('the Company'), whichcomprise the Standalone Balance Sheet as at 31 March 2025,the Standalone Statement of Profit and Loss (including OtherComprehensive Income), the Standalone Statement of CashFlow and the Standalone Statement of Changes in Equityfor the year then ended, and notes to the standalone financialstatements, including material accounting policy informationand other explanatory information.
2. In our opinion and to the best of our information andaccording to the explanations given to us, the aforesaidstandalone financial statements give the informationrequired by the Companies Act, 2013 ('the Act') in themanner so required and give a true and fair view inconformity with the Indian Accounting Standards ('Ind AS')specified under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules, 2015 andother accounting principles generally accepted in India, ofthe state of affairs of the Company as at 31 March 2025,and its loss (including other comprehensive income), its cashflows and the changes in equity for the year ended on thatdate.
3. We conducted our audit in accordance with the Standardson Auditing specified under section 143(10) of the Act. Ourresponsibilities under those standards are further describedin the Auditor's Responsibilities for the Audit of theStandalone Financial Statements section of our report. Weare independent of the Company in accordance with theCode of Ethics issued by the Institute of CharteredAccountants of India ('ICAI') together with the ethicalrequirements that are relevant to our audit of the standalonefinancial statements under the provisions of the Act and therules thereunder, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements andthe Code of Ethics. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basisfor our opinion.
4. Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of thestandalone financial statements of the current period. Thesematters were addressed in the context of our audit of thefinancial statements as a whole, and in forming our opinionthereon, and we do not provide a separate opinion on thesematters.
5. We have determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter
How our audit addressed the key audit matter
1. Fair value measurement of investments in equity and preference shares of subsidiaries and joint ventures (refernote 2.2(n) for the material accounting policy information and note 6 for disclosures of the accompanying standalonefinancial statements)
As at 31 March 2025, the Company has investments inunquoted equity shares and preference shares of itssubsidiaries and joint ventures amounting to ' 69,080.21crores which are carried at fair value as at the reportingdate as per Ind AS 109 - 'Financial Instruments'.
The fair value of such unquoted investments is determinedby applying valuation techniques which has been performedby independent valuation experts, applying applicablevaluation methodologies.
The determination of fair values involves significantmanagement assumptions, judgements and estimateswhich include unobservable inputs and judgments withrespect to estimation of passenger traffic, air trafficmovement and tariff rates, future outcomes of ongoinglitigations as detailed in note 6(2) of the accompanyingstandalone financial statements in the respective future cashflows of the investee companies along with the respectivediscounting rates.
Our audit procedures to assess the reasonableness of fairvaluation of investments included, but were not limited to thefollowing:
• Obtained an understanding of management's processes andcontrols for determining the fair value of investments andtested the design and operating effectiveness of suchcontrols;
• Evaluated the Company's valuation methodology indetermining the fair value of the investment. While makingsuch assessment, we have also assessed the professionalcompetence, objectivity and capabilities of the valuationexpert engaged by the management;
• Carried out assessment of forecasts of future cash flowsprepared by the management which involved evaluating theappropriateness of assumptions and estimates used in suchforecasts including in relation to passenger and air trafficmovement, tariff rates and other economic and financialdata;
The valuation of these investments was considered to bethe area which required significant auditor attention andwas of most significance in the audit of standalone financialstatements due to the materiality of these investments tothe standalone financial statements and complexities andsubjectivity involved in the estimates, underlying keyassumptions used in the valuation models for theseinvestments and the uncertainties on future outcomes ofongoing litigations. Hence, we have determined this as akey audit matter for current year audit.
In addition to above, following disclosures made in theaccompanying standalone financial statements have beenconsidered as fundamental to the users' understanding ofsuch standalone financial statements:
Note 6(2) of the accompanying Statement relating to thecarrying value of investments in Delhi International AirportLimited (DIAL) and GMR Hyderabad International AirportLimited (GHIAL), which includes the impact of uncertaintiesrelating to the Monthly annual fees claims and other tariffrelated matters pertaining to DIAL and tariff related matterspertaining to GHIAL on the carrying value of aforesaidinvestment. Our opinion is not modified in respect of thismatter.
• Discussed the significant ongoing litigations (as detailed innote 6(2)) in the investee companies which had a materialimpact to ascertain the appropriateness of the outcomeconsidered in the respective valuation models;
• Engaged auditor's valuation experts to ascertain theappropriateness of the valuation methodology including theallocation made to different investments and concluded onthe appropriateness of fair value;
• Ensured the appropriateness of the carrying value of theseinvestments in the standalone financial statements and thegain or loss recognised in the standalone financialstatements as a result of such fair valuation;
• Obtained appropriate management representations withrespect to the underlying valuation report.
• Assessed the appropriateness and adequacy of relateddisclosures in the standalone financial statements inaccordance with the applicable accounting standards.
6. The Company's Board of Directors are responsible for theother information. The other information comprises theinformation included in the Annual Report, but does notinclude the standalone financial statements and our auditor'sreport thereon. The Annual Report is expected to be madeavailable to us after the date of this auditor's report.
Our opinion on the standalone financial statements doesnot cover the other information and we will not express anyform of assurance conclusion thereon.
In connection with our audit of the standalone financialstatements, our responsibility is to read the other informationidentified above when it becomes available and, in doingso, consider whether the other information is materiallyinconsistent with the standalone financial statements, or ourknowledge obtained in the audit or otherwise appears tobe materially misstated.
When we read the Annual Report, if we conclude that thereis a material misstatement therein, we are required tocommunicate the matter to those charged with governance.
Responsibilities of Management and Those Charged withGovernance for the Standalone Financial Statements
7. The accompanying standalone financial statements havebeen approved by the Company's Board of Directors. TheCompany's Board of Directors are responsible for the mattersstated in section 134(5) of the Act with respect to thepreparation and presentation of these standalone financialstatements that give a true and fair view of the financialposition, financial performance including othercomprehensive income, changes in equity and cash flowsof the Company in accordance with the Ind AS specified
under section 133 of the Act and other accounting principlesgenerally accepted in India. This responsibility also includesmaintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assetsof the Company and for preventing and detecting fraudsand other irregularities; selection and application ofappropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design,implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuringthe accuracy and completeness of the accounting records,relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.
8. In preparing the standalone financial statements, the Boardof Directors is responsible for assessing the Company's abilityto continue as a going concern, disclosing, as applicable,matters related to going concern and using the goingconcern basis of accounting unless the Board of Directorseither intends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
9. The Board of Directors is also responsible for overseeingthe Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone
Financial Statements
10. Our objectives are to obtain reasonable assurance aboutwhether the standalone financial statements as a whole arefree from material misstatement, whether due to fraud orerror, and to issue an auditor's report that includes ouropinion. Reasonable assurance is a high level of assurance,but is not a guarantee that an audit conducted in accordancewith Standards on Auditing will always detect a material
misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if, individually orin the aggregate, they could reasonably be expected toinfluence the economic decisions of users taken on the basisof these standalone financial statements.
11. As part of an audit in accordance with Standards on Auditing,specified under section 143(10) of the Act we exerciseprofessional judgment and maintain professional skepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatementof the standalone financial statements, whether due tofraud or error, design and perform audit proceduresresponsive to those risks, and obtain audit evidencethat is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than forone resulting from error, as fraud may involve collusion,forgery, intentional omissions, misrepresentations, orthe override of internal control;
• Obtain an understanding of internal control relevantto the audit in order to design audit procedures thatare appropriate in the circumstances. Under section143(3)(i) of the Act, we are also responsible forexpressing our opinion on whether the Company hasadequate internal financial controls with reference tofinancial statements in place and the operatingeffectiveness of such controls;
• Evaluate the appropriateness of accounting policiesused and the reasonableness of accounting estimatesand related disclosures made by management;
• Conclude on the appropriateness of Board of Directors'use of the going concern basis of accounting and, basedon the audit evidence obtained, whether a materialuncertainty exists related to events or conditions thatmay cast significant doubt on the Company's ability tocontinue as a going concern. If we conclude that amaterial uncertainty exists, we are required to drawattention in our auditor's report to the relateddisclosures in the standalone financial statements or, ifsuch disclosures are inadequate, to modify our opinion.Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report.However, future events or conditions may cause theCompany to cease to continue as a going concern; and
• Evaluate the overall presentation, structure and contentof the standalone financial statements, including thedisclosures, and whether the standalone financialstatements represent the underlying transactions andevents in a manner that achieves fair presentation.
12. We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal control that we identifyduring our audit.
13. We also provide those charged with governance with astatement that we have complied with relevant ethicalrequirements regarding independence, and to communicate
with them all relationships and other matters that mayreasonably be thought to bear on our independence, andwhere applicable, related safeguards.
14. From the matters communicated with those charged withgovernance, we determine those matters that were of mostsignificance in the audit of the standalone financialstatements of the current period and are therefore the keyaudit matters. We describe these matters in our auditor'sreport unless law or regulation precludes public disclosureabout the matter or when, in extremely rare circumstances,we determine that a matter should not be communicated inour report because the adverse consequences of doing sowould reasonably be expected to outweigh the publicinterest benefits of such communication.
15. As required by section 197(16) of the Act based on our audit,we report that the Company has paid remuneration to itsdirectors during the year in accordance with the provisionsof and limits laid down under section 197 read with ScheduleV to the Act.
16. As required by the Companies (Auditor's Report) Order, 2020('the Order') issued by the Central Government of India interms of section 143(11) of the Act we give in the AnnexureI a statement on the matters specified in paragraphs 3 and4 of the Order, to the extent applicable.
17. Further to our comments in Annexure I, as required bysection 143(3) of the Act based on our audit, we report, tothe extent applicable, that:
a) We have sought and obtained all the information andexplanations which to the best of our knowledge andbelief were necessary for the purpose of our audit ofthe accompanying standalone financial statements;
b) Except for the matters stated in paragraph 17(i)(vi)below on reporting under Rule 11(g) of the Companies(Audit and Auditors) Rules, 2014 (as amended), in ouropinion, proper books of account as required by lawhave been kept by the Company so far as it appearsfrom our examination of those books;
c) The standalone financial statements dealt with by thisreport are in agreement with the books of account;
d) In our opinion, the aforesaid standalone financialstatements comply with Ind AS specified under section133 of the Act;
e) The matter described in Sr. No. 1 of Key Audit Matterssection in paragraph 5 above, in our opinion, may havean adverse effect on the functioning of the Company;
f) On the basis of the written representations receivedfrom the directors and taken on record by the Board ofDirectors, none of the directors is disqualified as on 31March 2025 from being appointed as a director in termsof section 164(2) of the Act;
g) The modification relating to the maintenance ofaccounts and other matters connected therewith areas stated in paragraph 17(b) above on reporting undersection 143(3)(b) of the Act and paragraph 17(i)(vi)below on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 (as amended);
h) With respect to the adequacy of the internal financialcontrols with reference to financial statements of theCompany as on 31 March 2025 and the operatingeffectiveness of such controls, refer to our separatereport in Annexure II wherein we have expressed anunmodified opinion; and
i) With respect to the other matters to be included in theAuditor's Report in accordance with rule 11 of theCompanies (Audit and Auditors) Rules, 2014 (asamended), in our opinion and to the best of ourinformation and according to the explanations givento us:
i. The Company, as detailed in note 37(I) to thestandalone financial statements, has disclosed theimpact of pending litigations on its financialposition as at 31 March 2025;
ii. The Company did not have any long-termcontracts including derivative contracts for whichthere were any material foreseeable losses as at31 March 2025;
iii. There were no amounts which were required tobe transferred to the Investor Education andProtection Fund by the Company during the yearended 31 March 2025;
iv. a. The management has represented that, to the
best of its knowledge and belief, as disclosedin note 44(v) to the standalone financialstatements, no funds have been advanced orloaned or invested (either from borrowedfunds or securities premium or any othersources or kind of funds) by the Company toor in any person or entity, including foreignentities ('the intermediaries'), with theunderstanding, whether recorded in writingor otherwise, that the intermediary shall,whether, directly or indirectly lend or investin other persons or entities identified in anymanner whatsoever by or on behalf of theCompany ('the Ultimate Beneficiaries') orprovide any guarantee, security or the like onbehalf of the Ultimate Beneficiaries;
b. The management has represented that, to thebest of its knowledge and belief, as disclosedin note 44(vi) to the standalone financialstatements, no funds have been received bythe Company from any person or entity,including foreign entities ('the Funding
Parties'), with the understanding, whetherrecorded in writing or otherwise, that theCompany shall, whether directly or indirectly,lend or invest in other persons or entitiesidentified in any manner whatsoever by or onbehalf of the Funding Party ('UltimateBeneficiaries') or provide any guarantee,security or the like on behalf of the UltimateBeneficiaries; and
c. Based on such audit procedures performedas considered reasonable and appropriate inthe circumstances, nothing has come to ournotice that has caused us to believe that themanagement representations under sub¬clauses (a) and (b) above contain any materialmisstatement.
v. The Company has not declared or paid anydividend during the year ended 31 March 2025.
vi. As stated in note 46 of the standalone financialstatements and based on our examination whichincluded test checks, the Company, in respect offinancial year commencing on 01 April 2024, hasused an accounting software for maintaining itsbooks of account, which has a feature of recordingaudit trail (edit log) facility and the same has beenoperated throughout the year for all relevanttransactions recorded in the software, except forthe instances mentioned below:
(1) audit trail feature was not enabled at thedatabase level upto 24 May 2024 and forchanges made using privileged access rightsfor direct data changes throughout the year,used for maintenance of all accountingrecords of the Company; and
(2) audit trail feature was not enabled at thedatabase level for accounting software to logany direct data changes, used for maintenanceof all accounting records for duty freebusiness at Goa airport, revenue records ofCargo business and revenue records of carparking business by the Company.
Further, during the course of our audit we did notcome across any instance of audit trail featurebeing tampered with, other than the consequentialimpact of the exceptions given above. The audittrail feature has been preserved by the Companyas per the statutory requirements for recordretention from the date the audit trail was enabledfor the accounting software.
Chartered AccountantsFirm's Registration No.: 001076N/N500013
Partner
Place: New Delhi Membership No.: 062191
Date: 22 May 2025 UDIN: 25062191BMMMKC9078