Global Vectra Helicorp Ltd Management Discussions.

Overview

Global Vectra Helicorp Limited (GVHL) is the largest private sector helicopter operator in India. GVHL is listed on the National Stock Exchange and the Mumbai Stock Exchange and is an ISO 9001-2015, ISO 14001-2015, and OHSAS 18001-2007 certified company. These certifications overarch all GVHL activities, including flight operations, engineering, safety, quality control and commercial systems. GVHL is also proud to be a long term Corporate Member of the Rotary Wing Society of India (RWSI).

Its prime objective is to continue to deliver world class standards of safety and service to Indias helicopter industry and to be the leader in Offshore Oil & Gas operations. We are extremely positive with regard to the continued growth in the helicopter industry in India and abroad. To capitalize on this, GVHL will continue to expand its fleet and adapt its services to meet the dynamic needs of these markets.

Flying hours AND SAFETY

Being the largest private sector helicopter operator in India, GVHL has always ensured that safety is paramount in its operations and has recorded over 2,40,000 accident free hours to date and has also been commended for our safety initiatives, including being awarded " Operator of the Year "in 2016 and 2017 by the India Business Aircraft Operators Association.

Operations, Maintenance & Personnel

The major maintenance base for offshore fleet is Mumbai where all maintenance work is carried out including 5000 hours/ 05 years check on its Bell 412 and 1200 hours & 04 years check on AW 139 fleet of aircraft in a 6600 sqm state-of-the-art hangar This facility meets international quality standards and maintains all relevant certifications from the Directorate General Civil Aviation (DGCA) as a CAR 145 & CAR-M sub part G approved organization.

GVHL has over 360 personnel , including pilots, engineers and support staff.

Audits

GVHL is actively involved in regular and stringent audit activities from some of the most prominent oil companies in the world, including British Petroleum, Total, British Gas, ONGC, Reliance, Dolphin Geo, CGG and Cairn, through their renowned auditing agencies like Hart Aviation, GSR, Airclaim Services, Schlumberger Asia Services Ltd and Aviation Management Services. It is also fully compliant with all Indian Directorate General Civil Aviation (DGCA) auditing schedules (Operations, Maintenance, Safety and Quality) and also follows a rigorous Internal Audit program. Further, GVHL undergoes thorough, independent financial auditing on a quarterly and annual basis.

Clients

Our offshore team is dedicated to providing Air logistics services to the Oil & Gas industry majors like Oil and Natural Gas Corporation (ONGC), Cairn India, Reliance Industries Limited (RIL), Transocean (TSF), Shelf Drilling, British Petroleum, Schlumberger Asia Services Limited, Baker Hughes and many more, under long term contracts with an outstanding market share in the offshore helicopter market in India.

Seawater Geo Pvt. Ltd., Polarcus, Fugro, CGG VERITAS, Results Marine & Western Geco have been our major Seismic partners for whom we have flown satisfactorily on the East and West Coast of India in the recent past and are hopeful for the same in the near future as well.

GVHL provides services to its clients under long-term contracts. These contracts range from one to five years with renewal options. Companies involved in offshore E&P activities have to use helicopter services extensively for Crew Change, Production, Cargo and Medevac.

Services

With a modern and technologically advanced fleet of helicopters, Global Vectra Helicorp Limited has a wide range of capability to provide essential onshore and offshore services to strategic sectors:

• Oil and Gas

• Geophysical Survey

• Corporate and VVIP flights

• Aerial Photography

• Religious Tourism

• Emergency services

• Underslung operations

• Power Grid Maintenance

GVHLs unblemished safety track record also makes it preferred supplier for the top rung of the country for corporate, religious and leisure travel. It has world class maintenance facilities having highly skilled engineers and experienced pilots to ensure safe, secure and uninterrupted services to the nation. It is the only service provider that is capable of providing a replacement helicopter at short notice thus, ensuring unhindered operations for its clients.

Bases

GVHL has its main maintenance base at Juhu Airport, Mumbai with sub-bases in various parts of India including: Juhu, S. Yanam, Rajahmundary, Suvali, Hyderabad, Sitapur, Patna, Uttarakhand, Gadimoga, Vijaywada, Porbandar, Dimapur, Katra, Madurai and Jagdalpur, Itanagar and Behala.

INTERNAL FINANCIAL CONTROL Systems AND THEIR ADEQUACY

GVHL is totally committed to maintaining the highest possible standards in its operations, maintenance and safety. GVHL introduced in India a full and formal Safety Management System (SMS) as per international recommendations and requirements of the Global Oil/Gas Industry and International Civil Aviation Organization.

As part of our continuing effort to further enhance our management systems we implemented an ERP (Enterprise Resource Planning) System from IFS AB, a Swedish company and one of the worlds leading providers of business software. Through this system we have integrated the management data of Flight Operations, Maintenance, Repair and Overhaul (MRO) processes, Quality Control, Logistics, Inventory Management, Human Resources/Payroll and Finance.

Mission Statement

Global Vectra Helicorp Limited shall provide safe, efficient and reliable helicopter services and we shall remain recognised as the operator of choice in our region. We shall also grow our brand internationally, by further enhancing our safety, quality and compliance functions, in line with internationally recognised standards and best practice principles for our industry.

• We are the first choice for helicopter services in India.

• Our commitment to maintaining our safety focus underpins all that we do.

• We deliver safe operations.

• We are cost effective and reliable, commensurate with high quality of service provided.

• We shall exceed our customer expectations.

• We shall achieve our objectives because we know where we are today and where we are going tomorrow.

Our Mission is driven by our Management Team – but delivery comes from every member of our Company.

Oil and Gas Industry in India

Introduction

The oil and gas sector is among the six core industries in India for all the and plays a major role in influencing other important sections of the economy.

Indias energy demand is expected to double to 1,516 Mtoe by 2035 from 723.9 Mtoe in 2016. Moreover, the countrys share in global primary energy consumption is projected to increase by 2-folds by 2035. As of May 1, 2018, the oil refining capacity of India stood at 247.6 million tonnes, making it the second largest refiner in Asia. Private companies own about 35.62 per cent of the total refining capacity.

Indias consumption of petroleum products grew 5.31 per cent to 204.992 MMT in 2017-18 from 194.597 MMT in FY17.

India was the 3rd largest consumer of crude oil and petroleum products in the world in 2016. India increasingly relies on imported LNG; the country is the fourth largest LNG importer and accounted for 5.68 per cent of global imports. India imported 18.63 MMT of LNG during 2016-17, in comparison to 16.14 MMT in 2015-16. LNG imports during 2017-18, reached 18.05 MMT.

Growing Demand: India is the worlds 3rd largest energy consumer; oil and gas account for 35.61 per cent of total energy consumption in India. Demand for primary energy in India is to increase 2 -fold by 2035 to 1,516 million tonnes of oil.

Supportive FDI Guidelines: The government now allows 100 percent Foreign Direct Investment (FDI) in upstream and private sector refining projects. The FDI limit for public sector refining projects has been raised to 49 per cent without any disinvestment or dilution of domestic equity in the existing PSUs.

Policy Support: In 2017, the government launched National Data Repository (NDR) to make E&P data available for commercial exploitation and R&D. Government has enacted various policies such as the Open Acreage Licensing Policy (OALP) and Coal Bed Methane (CBM) policy to encourage investments.

Market Size

India is expected to be one of the largest contributors to non-OECD petroleum consumption growth globally. Oil imports rose sharply year-on-year by 27.89 per cent to US$ 9.29 billion in October 2017. Indias oil consumption grew 8.3 per cent year-on-year to 212.7 million tonnes in 2016, as against the global growth of 1.5 per cent, thereby making it the third-largest oil consuming nation in the world.

India is the fourth-largest Liquefied Natural Gas (LNG) importer after Japan, South Korea and China, and accounts for 5.8 per cent of the total global trade. Domestic LNG demand is expected to grow at a CAGR of 16.89 per cent to 306.54 MMSCMD by 2021 from 64 MMSCMD in 2015.

The countrys gas production is expected to touch 90 Billion Cubic Metres (BCM) in 2040 from 21.3 BCM in 2017-2018 (Apr-Nov). Gas pipeline infrastructure in the country stood at 16,470 km in September 2017.

Investment

According to data released by the Department of Industrial Policy and Promotion (DIPP), the petroleum and natural gas sector attracted FDI worth US$ 6.86 billion between April 2000 and September 2017.

Following are some of the major investments and developments in the oil and gas sector:

Worlds largest oil exporter Saudi Aramco is planning to invest in refineriesand petrochemicals in India as it looks to enter into a strategic partnership with the country.

Foreign investors will have opportunities to invest in projects worth US$ 300 billion in India, as the country looks to cut reliance on oil imports by 10 per cent by 2022, according to Mr Dharmendra Pradhan, Minister of Petroleum and Natural Gas, Government of India.

During the bilateral meeting held in Tokyo between Mr Dharmendra Pradhan, Minister of Petroleum and Natural Gas, Government of India and Mr Hiroshige Seko, Minister of Economy, Trade, and Industry of Japan, signed a memorandum of cooperation on establishing a liquid, flexible and global liquefied natural gas (LNG) market by exploring joint cooperation in the areas of sourcing, swapping and optimisation of LNG sources.

State-owned Oil and Natural Gas Corporation (ONGC) has come up with the new blueprint to increase the crude oil production by 4 million tonnes and to double its natural gas production by 2020 to curb the countrys import dependency by 10 percent. The company will raise its crude oil production from 22.6 million tonnes in 2017-2018 to 26.42 million tonnes in 2021- 2022.

Government Initiatives

The Government has been seriously infusing natural gas to complement the existing fuel mix and spread natural gas network across the country. It is working on priority to increase gas accessibility in the eastern states. Government sets target to reach 10 million households and additional thousands of industrial and commercial customers the Refining Capacity of India isacross the country by 2018-2019 is going to be the defining year for natural gas in India.

In 2017, the Government implemented many transformative initiatives to improve availability, accessibility, and affordability of clean fuel. During April-November, 2017, 46.2 lakh double bottle connections and 206.9 lakh new connections were released out of which 115.8 lakh were released under PMUY. By 2019, the Government intends to achieve close to 100% penetration of clean cooking fuel in India.

Some of the major initiatives taken by the Government of India to promote oil and gas sector are:

State-run oil firms are planning investments worth Rs 723 crore (US$ 111.30 million) in Uttar Pradesh to improve the liquefied petroleum gas (LPG) infrastructure in a bid to promote clean energy and generate employment, according to Mr Dharmendra Pradhan, Minister of Petroleum and Natural Gas, Government of India.

A gas exchange is planned in order to bring market-driven pricing in the energy market of India and the proposal for the same is ready to be taken to the Union Cabinet, according to the Ministry of Petroleum and Natural Gas, Government of India.

The Oil Ministry plans to set up bio-CNG (compressed natural gas) plants and allied infrastructure at a cost of Rs 7,000 crore (US$ 1.10 billion) to promote the use of clean fuel.

Road Ahead

Indias consumption of oil products will accelerate in 2018 after unusually slow growth in 2017; according to a new report by ESAI Energy. The report explains that, due to a faltering economy, demand growth slowed for almost every fuel in 2017, with kerosene, naphtha, and fuel oil use all declining. Petroleum coke demand was stagnant this year after booming in 2016. Consumption of all petroleum products, except kerosene, will return to faster growth in 2018.

After total oil demand growth slowed to just 60,000 b/d in 2017; consumption should accelerate to 200,000 b/d in 2018 as the economy recovers from multiple disruptions this year. After growing by 140,000 b/d in 2016, petcoke consumption stayed flat this year due to higher prices and a sharp decline in cement manufacturing. Next year, petcoke demand should return to growth of 40,000 b/d.

Indias oil demand is expected to grow at a CAGR of 3.6 per cent to 458 Million Tonnes of Oil Equivalent (MTOE) by 2040, while demand for energy will more than double by 2040 as economy will grow to more than five times its current size, as stated by Mr Dharmendra Pradhan, Minister of State for Petroleum and Natural Gas.

Gas production will likely touch 90 Billion Cubic Metres (BCM) by 2040, subject to adjustment to the current formula that determines the price paid to domestic producers, while demand for natural gas will grow at a CAGR of 4.6 per cent to touch 149 MTOE.

After the completion of certain projects which are undertaken byvarious refineries, to reach 256.55 MMTPA by 2019-20.

The demand for petroleum products is estimated to reach 244,960 MT by 2021-22, up from 186,209 MT in 2016, and the demand for natural gas is expected to reach 606 MMSCMD by 2021-22 as against a demand of 473 MMSCMD in 2016-17. Exchange Rate Used: INR 1 = US$ 0.015 as on January 4, 2018.

ADVANTAGE INDIA

Growing demand

• India is one of the worlds top three largest energy consumers with oil & gas accounting for more than 35 per cent of total energy consumption

• Demand for primary energy in India is to increase 2-fold by 2035 to 1,516 million tonnes of oil

Policy support

• Government has enacted various policies such as the New Exploration Licensing Policy (NELP) & Coal Bed Methane (CBM) policy to encourage investments

• New domestic natural gas pricing guidelines has been enforced on 10th January 2014

Oil consumption in India (2010-17)

• Oil consumption has expanded at a CAGR of 2.98 per cent during FY2008–17P to reach 4.43 mbpd by 2017.

• Due to the expected strong growth in demand, Indias dependency on oil imports is likely to increase further.

• Rapid economic growth is leading to greater outputs, which in turn is increasing the demand of oil for production and transportation.

• With rising income levels, demand for automobile is estimated to increase, in turn leading to augmented demand for oil and gas.

Imports and domestic oil production in India

• In FY18, total crude oil imports were valued at US$ 87.37 billion as compared to US$ 70.71 billion in FY17. In FY18, crude oil imports increased to 4.41 mbpd from 4.27 mbpd in FY17.

• Indias crude oil production reached 0.64 mbpd in 2017-18.

• In March 2017, the Indian Strategic Petroleum Reserve Ltd (ISPRL) and Abu Dhabi National Oil Company (ADNOC) of UAE signed an agreement, to fill up 0.81 MMT or 5,860,000 million barrels of crude oil at ISPRL storage facility at Mangalore, Karnataka. In May 2018, India received the first shipment of 2 million barrels of crude oil from ADNOC.

Domestic gas production and imports (bcm)

• Indias LNG imports increased at a CAGR of 8.14 per cent during FY08–FY18.

• Domestic gas production in India during 2017-18 increased to 31.83 bcm from 30.92 bcm in 2016-17.

• Auto LPG consumption advanced 0.1 per cent or about 20 MT in April 2018.Domestic production accounts for more than three-quarter of the countrys total gas consumption

EXPLORATION AND DEVELOPMENT ACTIVITIES

• During FY17(1), 1,245,000 metres of wells were explored and developed and 540 wells were drilled in the country.

• State-owned oil companies undertake most of the upstream drilling and exploration work.

• In January 2018, after a gap of eight years, the Central Government auctioned 55 exploration blocks which offered a record area for prospecting of oil and gas. This was the first auction under OALP that allows companies to carve out blocks of their choice with a view to bringing about 2.8 million square kilometres of unexplored area in the country under exploration.

Internal Control Systems And Adequacy:-

The Company has a proper and adequate system of internal control to ensure that all activities are monitored and controlled against any unauthorized use or disposition of the assets and those transactions are authorized, recorded and reported correctly.

The Company ensures adherence to all internal control policies and procedures as well as compliance with all regulatory guidelines. The Audit Committee of the Board of Directors appraised the adequacy of internal controls.

Human Resources:-

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. Various HR initiatives are taken to align the HR Policies to the requirement of the business.

As on March 31, 2018 the Company has a total workforce of over 360 employees.

Cautionary Statement:-

Statement in this Report on Management Discussion and Analysis, describing the Companys objectives, projections, estimates, figures and expectation may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results might differ materially from those expressed or implied.

The company assumes no responsibility in respect of forward looking statements herein, which may undergo changes in future on the basis of subsequent developments, information or events.