Global Vectra Helicorp Ltd Directors Report

The Directors are pleased to present the Twenty Seventh Annual Report of the Company and audited accounts of the Company for the year ended 31^st March, 2025.

FINANCIAL PERFORMANCE

(Rs. in Lakhs)

Particulars	Year ended 31st March, 2025	Year ended 31st March, 2024
Revenue from operations	54,219.67	50,272.69
Other Income	5,147.02	2,194.48
Total Income	59,366.69	52,467.17
Profit before interest, depreciation, amortisation expenses, and exceptional items and Tax	10,603.25	10,770.67
Less: Finance costs	3,302.67	3,361.99
Less: Depreciation and amortisation expense	6,976.70	7,174.98
Profit for the year before Tax and Exceptional Item	323.88	233.70
Profit before tax	323.88	233.70
Less: Tax Expenses	(388.91)	(113.09)
(Loss) / Profit for the year	(65.03)	120.61
Less: Other Comprehensive Income	10.52	(749.48)
Total Comprehensive Income for the year	(54.51)	(628.87)

OPERATION REVIEW:

During the year under review, your Company achieved Revenue from operations of Rs. 54,219.67 Lakhs as compared to Rs. 50,272.69 Lakhs of previous Financial Year. Total Income of Rs.59,366.69 Lakhs compared to Rs.52,467.17 Lakhs of previous Financial Year.

The EBIDTA was Rs. 10,603.25 Lakhs for current year (19.56 % of the Revenue from operations) as against of Rs.10,770.67 Lakhs (21.42 % of the Revenue from operations).

After considering Interest, Depreciation and Foreign Exchange (Loss)/Gain, an Exceptional Item and Prior Period Items, the Company has Profit Before Tax of Rs. 323.88 Lakhs for the current year as against Profit Before Tax of Rs 233.70

Lakhs in the previous year. After considering tax expenses the Company has Loss After Tax of Rs. 65.03 Lakhs for the current year as against Profit After Tax of Rs. 120.61 Lakhs.

Total Comprehensive Loss for the period was Rs. 54.51 Lakhs for the current year as against Loss of Rs.628.87 Lakhs in the previous year.

DIVIDEND:

The Board of Directors regret inability to declare dividend in view of Loss incurred during the year.

The Company has received a communication from the holder of the Preference Shareholder that they have waived off the cumulative preference share dividends amounting to Rs. 360 Lakhs for the current year, no provision has been made for the preference dividend, nor has this amount been shown under contingent liabilities.

TRANSFER TO RESERVES

No amount has been transferred to general reserves for the Financial Year ended March 31, 2025.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Ms. Rati Rishi retires by rotation in the forthcoming

Annual General Meeting and being eligible offer appointment.

The Board of Directors consists of the Chairman and Three Independent Directors and Women Non-Executive Director. The independent directors have submitted their disclosure to the Board that they fulfil all the requirements as to qualify for their appointment as an Independent Director under the provisions of section 149 of the Companies Act, 2013 and Regulation 25 and other applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosures

Requirements) Regulations 2015. The Board confirms that the said independent directors meet the criteria as laid down under the Companies Act, 2013 and Regulation 25 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. The independent Directors had a separate meeting on 14^th February, 2025. A Familiarization programme was prepared and presented by the Company about roles, rights, and responsibilities of Independent Directors in the Company, nature of industry in which the Company operates business model of the Company, etc.

Mr. Narayan Vasudeo Prabhutendulkar (DIN 00869913) resigned from the office of Non - Executive Independent Director of the Company with effect from close of business hours on 31^st March, 2025 citing pre-occupation and other personal commitments. Consequently, he shall also cease to be a Chairman of the Audit Committee and Member of Nomination and Remuneration Committee of the Company. The Company sincerely appreciate the support extended by Mr. Narayan Vasudeo Prabhutendulkar to the Company during his association with the Company.

Mr. Vinay Goyal was appointed as an Independent Director with effect from 14th April, 2025 for a period of five (5) years.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013, with respect to the Directors responsibility statement, it is hereby confirmed that: a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures; b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial profitand loss of the year the company for that period; c) The directors have taken proper and the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The directors have prepared the annual accounts on a going concern basis; and e) The directors, have laid down internal financial controls to be followed by the company and that such internal financials controls are adequate and were operating effectively. f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal auditors and statutory auditors, including audit of internal financial over internal financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during financial year 2024-

MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on the Companys performance and strategies. During the financial

For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this Annual Report.

All the information that is required to be made available to the Directors in terms of the provisions of the Act and the SEBI Listing Regulations, so far as applicable to the Company, is made available to the Board.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The policy of the Company on directors appointment and remuneration, including the criteria for determining a director qualifications, and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at https://www.globalhelicorp.com/home/corporate_governance/ / Terms and conditions Appointment

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6), Code for independent directors of the Companies Act, 2013 and of the Listing Regulations for

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the Directors Report and have not been attached.

However, in terms of the first proviso to Section 136 (1) the particulars referred above are available for inspection at our office during the business of ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the same may write to Company Secretary.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as per Annexure A.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT controls

Management Discussion and Analysis Report, as required under the Listing Agreements with the Stock Exchanges is enclosed as Annexure B.

REMUNERATION. POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

Remuneration policy for directors, key managerial personnel and other employees is enclosed as Annexure C.

KEY MANAGERIAL PERSONNEL (KMP) year under review, 4 (Four) Board meetings were held.

As on 31st March, 2025, details of Key Managerial Personnel under the Companies Act, 2013 are given below:

SR. No.	NAME OF THE PERSON	DESIGNATION
1	Lt. Gen. Sarab Jot Singh Saighal (Retd.)	Chairman
2	Mr. Ashvin Bhatt	Chief Financial Officer
3.	Mr. Raakesh D. Soni	Company Secretary

ANNUAL RETURN

In terms of the provisions of Section 92(3) and Section 134 (3) (a) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year 2024-25 in the prescribed Form

No. MGT-7 is available on the Companys website at https:// www.globalhelicorp.com/home/corporate_governance/ Annual Return

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board Committee and individual directors pursuant to the provisions of the Act and corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board process, information and functioning etc.

The performance of the committee was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committee, effectiveness of committee meeting etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meeting etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of Independent Directors, performance of the Chairman was evaluated, taking into the views of non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the Board, its committees and individual director was also discussed.

LOANS, GUARANEES OR INVESTMENTS

During the year Company has not given any loans, investment made or guarantee or security provided pursuant to requirements of Section 134 (3) (g) and 186 (4) of the Companies Act, 2013.

RISK MANAGEMENT POLICY OBJECTIVE & PURPOSE OF POLICY

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

The specific objectives of the Risk Management Policy

1. To ensure that all the current and future material risk assessed, exposures of the company are identified, and quantified, managed i.e. to ensure adequate systems for risk management.

2. To establish a framework for the companys risk management process and to ensure its implementation.

3. To enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices.

4. To assure business growth with financial stability

AUDITORS

The shareholders at their 24^th Annual General Meeting held on 29^th September, 2022 approved appointment of Messrs. Kalyaniwalla & Mistry LLP, Chartered Accountants, (FRN No. 104607 W/ W100166) as Statutory Auditor of the Company for their second term of 5 years till the conclusion of 29^th Annual General Meeting ("AGM") to be held in the calendar year 2027.

They had confirmed their eligibility and qualifications required under the Act for holding office as Auditor of the company. The Statutory Auditors have issued unmodified opinion in their Auditors Report for the financial year ended March 31, 2025.

SECRETARIAL AUDITORSS REPORT

Pursuant to the provisions of the Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Ferrao MSR & Associates, Practicing Company Secretaries was appointed to undertake the Secretarial Audit. The Report of the Secretarial Audit for the year ended 31st March, 2025 is attached to the Directors Report. The Secretarial Audit Report has no adverse remarks. However, the other observations and clarifications made by the Secretarial Auditor in their Secretarial Audit Report are self-explanatory.

Pursuant to the SEBI circular no. CIR/CFD/ CMD1/27/2019 dated February 8, 2019, the Company has obtained an Annual Secretarial Compliance Report for the year ended 31st March, 2025 from M/s. Martinho Ferrao & Associates,

Practicing Company Secretaries, confirming compliance of SEBI Regulations / Circulars / Guidelines issued thereunder and applicable to the Company and the said report was filed with the National Stock Exchange of India Limited and BSE Ltd. There are no adverse remarks in the said report.

However, the other observations and clarifications made by the

Practicing Company Secretaries in their Secretarial Compliance Report are self-explanatory.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted CSR Committee in accordance with section 135 of the Companies Act, 2013. The CSR Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board. The average profit for the last three financial years of the Company is

Negative. Hence the need to spend on CSR does not arise. The detailed report is given in a separate Annexure C in the Annual Report. The CSR Policy can be accessed on the Companys website at https://www.globalhelicorp.com/home/csr/corporate social responsibility policy

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES.

All contracts / arrangements / transactions entered by the

Company during the financial year with the related parties were in the ordinary course of business and on an arms length basis. All related party transactions attracting compliance under Section 188 and/or Regulation 25 and other applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations 2015 are placed before the Audit Committee as also before the Board for approval. Prior omnibus approval of the Audit Committee is also sought for transaction which are of a foreseen and related repetitive nature. There are no materially significant party transactions made by the Company which may have a potential conflict with the interest of the Company at large.

Accordingly, the disclosure of Related Party Transactions as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC2 is attached to this report as Annexure D.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the internal audit

Board.

Your directors draw attention of the members to Note 37 to the financial statement which sets out related party disclosure.

CONSERVATION OF ENERGY

Pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, details on conservation of energy and related issues is provided hereunder (i) The steps taken for conservation of energy or impact on conservation of energy are given as under: - Improvisation and continuous monitoring of power factor and replacement of weak capacitors by conducting periodical checking of capacitors.

(ii) The steps taken by the company for utilizing alternative sources of energy are given as under: -Alternative energy sources like Gas and Steam have been used in place for electricity

CHANGES IN SHARE CAPITAL

There was no change in the Share Capital of the Company during the year under review.

CORPORATE GOVERNANCE

Your Company has complied with the provisions of Corporate Governance as stipulated in Regulation 27 and other applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

As the Company does not fall under top 1000 listed entities, therefore Business Responsibility & Sustainability Report (BRSR) is not forming part of this report.

SIGNIFICANT AND MATERIAL ORDERS

There are no material changes and commitments affecting our financial position between the end of the financial years to which this financial statement relates and the date of this report.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company has in place adequate internal financial controls with reference to the financial statements. The Audit Committee of the Board reviews the internal control systems, the adequacy ofinternal audit function and significant with the management, Internal Auditors and Statutory Auditors.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a whistle blower policy /vigil mechanism to deal with instances of fraud and mismanagement, if any. The vigil mechanism policy is uploaded on the website of the Company.

SEXUAL HARASSMENT

Your Companys emphasis is to provide a Safe Workplace for its employees. During the year ending 31^st March, 2025 neither any complaint of sexual harassment had been filed nor any complaint pending for enquiry pursuant to the Sexual Harassment of Women at Workplace, (Prevention, Prohibition and Redressal) Act, 2013

FOREIGN EXCHANGE EARNING AND OUTGO

The Company earned Rs. 36,611.68 Lakhs (previous year Rs. 31,847.54 Lakhs in foreign exchange during the year. The foreign exchange outgoes amount to Rs. 37,182.42 Lakhs (previous year Rs. 28,471.22 Lakhs)

FIXED DEPOSITS

Your Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013.

MAINTENANCE OF COST RECORDS & REQUIREMENT OF COST AUDIT

Maintenance of the cost records and requirement of cost audit as prescribed under the provisions of section 148(1) of the Companies act, 2013 are not applicable to the business activities carried out by the Company. or material orders were passed by

GENERAL

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating

No fraud has been reported during the audit conducted by the Statutory Auditors and Secretarial Auditors of the Company.

During the year, no revision was made in the previous financial statement of the Company.

During the year, the Company has not made any application under Insolvency and Bankruptcy Code, 2016 (IBC).

During the year, the Company has not made any onetime settlement for loans taken from the Banks or Financial

Institutions, and hence the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

For the financial year ended on 31st March, 2025, the

Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

the No significant

Regulators or Courts or Tribunals which impact the going concern status and Companys operation in future.

INSURANCE

The Helicopters fleet and insurable interest of your Company like Building, Hangar, Plant and Machinery, Furniture and Fixture, Stocks, Computers, Vehicles etc., are properly insured.

ACKNOWLEDGEMENTS

Your directors thank the Companys clients, vendors, investors and bankers for their continued support during the year. Your directors place on records their appreciation of the contribution made by employees at all levels. Your Companys consistent growth was made possible by their hard work, solidarity and support. Your directors also thank the Governments of Andhra Pradesh, Arunachal Pradesh, Delhi, Gujarat, Maharashtra, Nagaland, Orissa, and Pondicherry for the patronage extended to your Company in mobilizing various forward bases. Your directors look forward to their continued support in the future.

For and on behalf of the Board

Lt. Gen. Sarab Jot Singh Saighal (Retd.)	Vinay Goyal
Chairman	Independent Director
Date: - May 29, 2025
Place: - Mumbai