Interglobe Aviation Ltd Directors Report.

Dear Members,

Your Directors ("Board of Directors" or the "Board") are pleased to present the seventeenth Annual Report of InterGlobe Aviation Limited ("your Company" or "we") along with the financial statements for the year ended March 31,2020 ("FY 2020"). Wherever required, the consolidated performance of your Company and its subsidiary has also been provided.

1. Financial Results

The standalone and consolidated financial highlights of your Companys operations are summarised below:

Particulars

Consolidated

Standalone

FY 2020 FY 2019 FY 2020 FY 2019
Revenue from operations 357,560.01 284,967.72 357,560.01 284,967.72
Other Income 15,355.09 13,245.98 15,362.42 13,249.36
Total Income 372,915.10 298,213.70 372,922.43 298,217.08
Profit / (Loss) before tax (2,556.69) (1,473.78) (2,750.89) (1,490.47)
Current Tax (91.30) (15.24) (8.21) -
Deferred tax credit/ (charge) 311.21 3,061.49 277.51 3,051.82
Profit / (Loss) after tax (PAT) (2,336.78) 1,572.47 (2,481.59) 1,561.35
Other Comprehensive Income net of tax 10.99 1.34 11.00 1.34
Total Comprehensive Income (2,325.79) 1,573.81 (2,470.59) 1,562.69
Earnings per equity shares of the face value of Rs.10 each
Basic (Rs.) (6.07) 4.09 (6.45) 4.06
Diluted (Rs.) (6.07) 4.09 (6.45) 4.06

2. Companys Performance

On a consolidated basis, the total income for FY 2020 was Rs. 372,915.10 million, higher by 25.05% over previous years income of Rs. 298,213.70 million. Your Company reported a net loss of Rs. 2,336.78 million for FY 2020 against a PAT of Rs. 1,572.47 million for the previous year.

On a standalone basis, the income for FY 2020 was Rs. 372,922.43 million, higher by 25.05% over the previous years income of Rs. 298,217.08 million. Your Company reported a net loss of Rs. 2,481.59 million for FY 2020 as against a PAT of Rs. 1,561.35 million for the previous year.

3. Performance of Agile Airport Services Private Limited ("Agile" or "Subsidiary Company")

Agile is a wholly owned subsidiary of your Company and is engaged in the business of providing ground handling services at various airports in India. Agile commenced operations in September, 2018. The total income of Agile for FY 2020 was Rs. 3,516.69 million, higher by 335.34% over the previous periods income of Rs. 807.80 million. The PAT was Rs. 144.81 million, indicating a growth of 1,202.25% over PAT of Rs. 11.12 million for FY 2019. Pursuant to Section 129(3) of the Companies Act, 2013, as amended ("the Act") read with Rule 5 of the Companies (Accounts) Rules, 2014, as amended, a statement containing the salient features of the financial statement of the Subsidiary Company in form AOC -1 is annexed to the consolidated financial statements and is given at page number 256 of the Annual Report.

In compliance with the provisions of Section 136 of the Act, the audited financial statements of the Subsidiary Company is uploaded on the Investor Relations section of the website of your Company at www.goindigo.in.

4. Operational Performance

Your Company operated 1,674 peak daily flights and carried over 75 million passengers during FY 2020.

In March 2020, the COVID-19 pandemic developed rapidly into a global crisis forcing the Government of India to enforce a lockdown of all economic activities (discussed in detail separately below - Impact of COVID-19). Prior to the lockdown, your Company operated scheduled services to 86 destinations, including 24 international destinations, with a fleet of 262 aircraft, consisting of 123 A320 CEOs, 100 A320 NEOs, 14 A321 NEOs and 25 ATRs. During FY 2020, your Company inducted 45 net aircraft to the fleet, of which 42 were fuel efficient A320 / A321NEO family aircraft powered by Pratt and Whitney ("P&W") GTF engines.

Based on data published by the Directorate General of Civil Aviation ("DGCA" or "the regulator") for On-Time Performance ("OTP") at key metro cities, your Company was ranked number 1 in the month of March, 2020 with an OTP of 86.78%. Your Company continued to be the leading airline in terms of OTP, with an average OTP of 79.81% at the key metro cities in FY 2020. In addition, based on data compiled by OAG for OTP, your Company was ranked as one of the best airlines for the third consecutive year amongst the top 20 mega airlines globally. Your Company was the only Indian airline to have made it to this prestigious list.

Your Company achieved a technical dispatch reliability of 99.85% and a flight cancellation rate of 1.10% in FY 2020.

Your Companys A320 / A321NEO aircraft are fitted with P&W GTF engines. During FY 2020, the DGCA issued directives to all airline operators using P&W engines to replace unmodified P&W engines with modified engines. To meet this directive, your Company has been working closely with P&W to ramp up spare engine supply and expect to replace them within the timelines provided.

In FY 2020, your Company has also executed support agreements with CFM International S.A. ("CFM"), for an efficient and hassle-free entry into service, for the additional NEO aircraft fitted with the LEAP engine provided by CFM.

Your Company presently performs maintenance activities of its A320 fleet at a hangar at Terminal 1D, Delhi, which is a one-bay hangar. As per the new master plan of DIAL, your Company needs to vacate this hangar. In light of this, your Company is constructing two new hangars, one in Delhi (DEL) and one in Bengaluru (BLR). These hangars shall enable us to meet the growing maintenance requirements for our fleet in an effective manner.

Your Company constantly reviews all internal processes to make the customer experience friendly, hassle-free and more efficient. To achieve operational excellence, your Company has launched cost-saving initiatives such as awareness campaigns on fuel-efficient techniques, and working with the regulatory authorities on airspace optimization, with a clear focus on safety and standards.

Further, in FY 2020, your Company went through another successful IATA (International Air Transport Association) Operational Safety Audit without any significant comments. Senior leaders of your Company continue to be engaged in formation of new regulations for the aviation industry.

Impact of COVID-19

In the last quarter of FY 2020, the outbreak of COVID-19 created a pandemic which impacted the whole world. As the pandemic developed into a global crisis, economies across the world witnessed a sharp decline in growth. The airline industry was significantly impacted as countries started going into a lockdown, placing an embargo on international flights, all of which resulted in a slowdown in demand.

The Government of India declared a national lockdown with effect from March 25, 2020, which continued till May 31, 2020. However, the Government of India permitted a phased resumption of domestic operations from May 25, 2020. As a consequence of the lockdown, your Companys entire fleet was grounded resulting in a passenger revenue loss for 61 days. Consequently, your Companys performance in the first 2 months of Q4 of FY 2020 was nullified by a sharp reduction in air travel from the beginning of March, 2020, which ultimately came to a complete halt on March 25, 2020.

We also sought early approvals by the Ministry of Civil Aviation ("MCA") and Director General of Civil Aviation ("DGCA") to operate flights for medical relief, passenger relief and cargo. We are working towards more aircraft to be approved for cargo operations, not limited to medical supplies and essential supplies. We ferried a total of 18,239 kgs of cargo for the period March 25, 2020 to March 31,2020 and a total of 839,600 kgs of cargo during the period starting April 01, 2020 to May 19, 2020.

It is difficult to estimate the length and severity of the reduction in demand due to COVID-19. However, your Company expects that Q1 of FY 2021 is likely to be severely depressed on revenues given that for most of the period till May 24, 2020, the country was under a lockdown, and there was almost no air travel within the country. Given that there are uncertainties involved in reviving customer confidence domestically, State Governments coming out with their own restrictions on flying, no clarity on commencement and demand for international travel, your Company expects that the results for FY 2021 are likely to be severely impacted.

At this time, your Companys priority is to ensure safety of its customers and employees. To gain confidence of its customers, your Company has introduced a number of measures as part of our new standard operating procedures which will enable us to minimise the impact of the virus and also help build customer confidence. Some of these procedures include, spray cleaning of the aircraft on every arrival, increased frequency of deep cleaning of the aircraft, including wiping of all touch points such as tray tables, arm rests, seat belts, lavatory doors and overhead nozzles, mandatory masks onboard, placing hand sanitizers at various places in the aircraft and discontinuance of meal services.

All our aircraft are preserved in "Flight Ready Conditions" which calls for periodic maintenance checks (weekly, bi-weekly, and monthly) for quick return to service. All ground support equipments, i.e. buses, ramps, ladders, etc. are also being sanitised and maintained regularly. Your Company has also put in place a detailed check mechanism to use virus resistant sanitisers. To secure the health of the staff working at the front line, your Company has provided them with personal protective equipments such as masks, suits, caps, etc.

Your Company is continuously conducting e-learning and virtual trainings, which have been approved by the regulator, to its front-line personnel, to ensure that their licenses remain valid. Your Company is preparing its staff for the "New Normal".

In short, your Companys endeavour is to reinforce customer confidence to fly with it by safeguarding their health and safety.

Your Company has taken actions to mitigate the effect of COVID-19 on its business, including cost reduction and steps to preserve cash and improve its overall liquidity position. Some of the steps include replacing older CEO aircraft with more cost-efficient NEOs, putting on hold all discretionary expenses, deferring certain capital expenditure and various employee related cost measures such as salary cuts, leave without pay etc.

Although, there are uncertainties due to the pandemic, your Company had a strong cash position as of March 31, 2020 and expects to meet its ongoing cash obligations as relates to its lease rentals, debt repayments and other financial obligations.

For a detailed analysis of the operational performance of your Company, please refer to the Management Discussion and Analysis Report forming a part of the Annual Report.

5. Dividend

Considering the cash flow position and the loss your Company posted for FY 2020, the Board has not recommended any dividend on the equity shares of your Company.

Your Company had adopted InterGlobe Aviation Limited - Dividend Distribution Policy in compliance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"). This sets out the parameters and factors to be considered by the Board in determining the distribution of dividend to its shareholders and / or retaining profits of your Company. This policy is uploaded on the Investor Relations section of the website of your Company at www.goindigo.in.

6. Amount to be carried to reserves

Your Directors do not propose to transfer any amount to the reserves.

7. Complaint filed by the Promoter of your Company with the Securities and Exchange Board of India ("SEBI") and the MCA

During FY 2020, your Company has received communications from the SEBI, the MCA and the stock exchanges requesting your Company to provide comments and/or information regarding some complaints and representations made by and on behalf of Mr. Rakesh Gangwal, the Chinkerpoo Family Trust and Ms. Shobha Gangwal (promoters and/or members of the promoter group of your Company) (collectively, the "RG Group"), commencing with a letter dated July 08, 2019 sent to such authorities. The complaints and representations relate to, among other things, certain Related Party Transactions entered into by your Company with InterGlobe Enterprises Private Limited and Mr. Rahul Bhatia, promoters of your Company (the "IGE Group"), the RG Groups requisition for convening an extraordinary general meeting for the shareholders to consider resolutions recommending additional procedures to be incorporated in your Companys Policy of dealing with Related Party Transactions applicable to Related Party Transactions with the IGE Group, and the appointment of an independent woman director to your Companys Board of Directors. Your Company has responded to all the communication sent by concerned authorities within the prescribed timelines and there are no pending information requests.

8. Arbitration Proceedings filed with the London Court of international Arbitration

During FY 2020, the IGE Group submitted a Request for Arbitration dated October 01, 2019 to the London Court of international Arbitration under the Shareholders Agreement dated April 23, 2015 (as amended on September 17, 2015) (the "Shareholders Agreement") executed between, inter-alia, the IGE Group, the RG Group and your Company. in the arbitration proceedings, the IGE Group has sought certain reliefs against the RG Group, including in relation to compliance with the Shareholders Agreement and your Companys Articles of Association ("Articles") as well as damages. Your Company has been named as a respondent in the arbitration proceedings on the basis that it is a necessary and proper party. However, currently, no monetary claim has been made or any compensation sought from your Company. The arbitral tribunal has been constituted.

9. Utilisation of institutional Placement Programme Proceeds

During FY 2018, your Company had successfully completed an institutional Placement Programme ("IPP") under Chapter VIII - A of the SEBI (issue of Capital and Disclosure Requirements) Regulations, 2009, as amended, pursuant to which 33,578,421 equity shares, having a face value of Rs. 10 each, were allotted/ allocated, at an issue price of Rs. 1,130 per equity share, consisting of fresh issue of 22,385,614 equity shares and an offer for sale of 11,192,807 equity shares by the selling shareholders.

The proceeds from the IPP amounted to Rs. 24,796.69 million (net of Companys share of fresh issue related expenses, which has been adjusted against the Securities Premium Reserve). As on March 31, 2020, the entire IPP proceeds were utilised by your Company for the purpose set out in the prospectus on "Use of Proceeds" viz., acquisition of aircraft, purchase of ground support equipments, repayment / prepayment of debt including finance leases for aircraft and general corporate purposes.

10. Employee Stock Option Scheme

Pursuant to the approval of the shareholders of your Company on June 25, 2015, your Company had adopted InterGlobe Aviation Limited - employee Stock Option Scheme 2015 ("Scheme") which was amended on September 07, 2016. Under the Scheme, your Company grants share-based benefits to the eligible employees with a view to attract and retain the best talent and encouraging employees to align their individual performances with Companys objectives and promoting increased participation towards growth of your Company. Your Company confirms that the Scheme is in compliance with the provisions of SEBI (Share Based employee Benefits) Regulations, 2014, as amended.

During FY 2020, the Nomination and Remuneration Committee allotted 389,441 equity shares upon exercise of 389,441 stock options by the employees under the Scheme. Further, 53,000 stock options were granted to an eligible employee in accordance with the terms specified in the Scheme. No employee has been granted stock options equal to or exceeding one percent of the issued capital of your Company at the time of grant.

The disclosure, in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014, as amended, is uploaded on the investor Relations section of the website of your Company at www.goindigo.in.

11. increase in Share Capital

Pursuant to the allotment of 389,441 equity shares of Rs. 10 each upon exercise of stock options by the eligible employees under the Scheme, the issued, subscribed and paid up share capital of your Company increased from 384,406,838 equity shares to 384,796,279 equity shares of Rs. 10 each aggregating to Rs. 3,847.96 million during the year.

12. Related Party Transactions

All transactions entered into by your Company with its related parties during FY 2020, were in the ordinary course of business and on an arms length basis.

in FY 2020, your Company had not entered into any arrangement / transaction with related parties which could be considered material and required the approval of the Board. Accordingly, the disclosure of related party transactions in form AOC -2 as required under Section 134(3)(h) of the Act is not applicable.

During FY 2020, the Board approved and adopted a modified InterGlobe Aviation Limited - Policy on dealing with Related Party Transactions in compliance with Regulation 23 of the SEBI LODR Regulations, which lays down procedures to be followed by your Company in relation to transactions to be entered into by your Company with its related parties. The transactions entered by your Company with its related parties were in compliance with the above stated policy and are in the best interest of your Company. This Policy has been uploaded on the investor Relations section of the website of your Company at www.goindigo.in.

For further details of related party transactions, please refer to note number 34 of the notes forming a part of the financial statements, attached to the Annual Report

13. Amendment in the Articles

In compliance with the provisions of Section 14 and other applicable provisions of the Act, read with the Rules made thereunder, Article 17.1 of the Articles of your Company was amended to increase the maximum number of Directors of your Company from six (6) to ten (10) with the approval of the shareholders of your Company in the Annual General Meeting ("AGM") on August 27, 2019.

An extraordinary general meeting of the shareholders of your Company was held on January 29, 2020, on the requisition dated December 24, 2019 made by the RG Group, collectively holding 36.64% of the paid up capital of your Company, to consider and approve amendments in the Articles by deleting Articles 1.6 to 1.15 (Transfer of Equity shares), 1.16 to 1.20 (Acquisition of shares) and 2A (Other provisions on equity shares) by way of a special resolution. However, the special resolution to approve amendment in the Articles could not be passed in the absence of requisite support.

14. Details of Directors and Key Managerial Personnel

Pursuant to the provisions of Section 149, 161 and other applicable provisions of the Act and the SEBI LODR Regulations and on the recommendation of the Nomination and Remuneration Committee, the Board appointed Ms. Pallavi Shardul Shroff as an Additional Director on the Board as an Independent Director with effect from September 19, 2019, to hold office for a term of five consecutive years, i.e., up to September 18, 2024, subject to the approval of the shareholders. As per Section 161 of the Act, Ms. Shroff will hold office till the ensuing AGM and is eligible for appointment as a Director of your Company. Ms. Shroff is the Managing Partner of Shardul Amarchand Mangaldas & Co., with over 38 years of extensive experience. Ms. Shroff is a member of the Competition Law Review Committee, constituted by the Government of India. She appears regularly in the Supreme Court and High Courts of India, and in arbitrations, mediations and international legal disputes. She is also a Director on the Boards of several prestigious companies. For a detailed profile of Ms. Shroff, please refer to the Notice of AGM.

The Board also appointed Dr. Venkataramani Sumantran as an Additional Director on the Board as an Independent Director with effect from May 28, 2020, to hold office for a term of five consecutive years, i.e., up to May 27, 2025 on the recommendation of the Nomination and Remuneration Committee, subject to the approval of the shareholders in accordance with the provisions of Section 149, 161 and other applicable provisions of the Act and the SEBI LODR Regulations. As per Section 161 of the Act, Dr. Sumantran will hold office till the ensuing AGM and is eligible for appointment as a Director of your Company. Dr. Sumantran has been an industry leader, technocrat, academic and author, having lived and worked in the USA, Europe and Asia through a career spanning over 35 years. He is the Chairman of Celeris Technologies since 2014, a strategic advisory engaged in the domain of autos, mobility, digital transformation, aerospace, and technologies. For detailed profile of Dr. Sumantran, please refer to the Notice of AGM.

The Board is of the opinion that Ms. Shroff and Dr. Sumantran have relevant attributes, vast and varied experience and expertise and are persons of integrity for holding the position of Independent Directors on the Board. Your Company has received requisite notice under Section 160 of the Act proposing the appointment of Ms. Pallavi Shardul Shroff and Dr. Venkataramani Sumantran as Non- Executive Independent Directors.

The Board had approved the appointment of Mr. Ronojoy Dutta as Whole Time Director (Additional Director) (who was earlier appointed as the Chief Executive Officer ("CEO") with effect from January 24, 2019), and re-designated him as Whole Time Director and CEO of your Company for a period effective from January 27, 2020 till January 23, 2024 or till the date of his employment as the CEO, whichever is earlier, subject to the approval of the shareholders. Pursuant to Sections 161, 197 and other applicable provisions of the Act, the Board has recommended appointment of Mr. Ronojoy Dutta as Whole Time Director and designating him as Whole Time Director and CEO of your Company for the approval of the shareholders by special resolution, at the ensuing AGM. Your Company has received notice under Section 160 of the Act proposing the appointment of Mr. Ronojoy Dutta as Whole Time Director of your Company.

Your Company had obtained requisite prior security clearance approval from the Ministry of Civil Aviation for the appointment of Ms. Pallavi Shardul Shroff, Dr. Venkataramani Sumantran and Mr. Ronojoy Dutta.

Ms. Rohini Bhatia, Non-Independent Non-Executive Director, retires by rotation and being eligible, offered herself for reappointment at the ensuing AGM.

The notice convening the AGM includes the proposal for re-appointment and appointment of Directors as stated above.

Mr. Aditya Pande joined as the Chief Financial Officer of your Company with effect from September 16, 2019 in place of Mr. Rohit Philip (erstwhile Chief Financial Officer) who resigned with effect from September 15, 2019.

Your Company has received declarations from all Independent Directors confirming that that they meet the criteria of independence as laid down under Section 149 of the Act and Regulations 16 & 25 of the SEBI LODR Regulations and complied with the Code for Independent Directors prescribed in Schedule IV of the Act. The Independent Directors have registered themselves with the data bank maintained by Indian Institute of Corporate Affairs (IICA). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of one (1) year from the date of inclusion of their names in the data bank, unless exempted. The said online proficiency selfassessment test will be undertaken by the Independent Directors of the Company, as applicable, within the prescribed timelines.

None of the Directors of your Company is disqualified to act as a Director under Section 164 of the Act.

15. Number of meetings of the Board

The Board met eleven times during the year under review. The details of meetings of the Board and attendance of the Directors at each meeting are given in the Corporate Governance Report which forms a part of the Report.

16. Committees of the Board

As on March 31,2020, the Board had the following five committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Risk Management Committee

iv. Corporate Social Responsibility Committee

v. Stakeholders Relationship Committee

The details of the composition, terms of references, and number of committee meetings held during the year under review and the attendance of the committee members at each meeting are given in the Corporate Governance Report which forms a part of the Annual Report.

17. Board Evaluation

The Board evaluated its own performance, and the performance of the Board Committees, the Chairman and all Directors, including Independent Directors. The evaluation was aimed at improving the effectiveness of all these constituents and enhancing their contribution to the functioning of the Board. This evaluation was carried out based on discussions among the Directors. Separately, the Board has engaged the services of an expert consultant to undertake a detailed evaluation exercise. This is expected to provide additional insights that will lead to increased Board effectiveness.

18. Remuneration Policy

The Board had adopted InterGlobe Aviation Limited - Nomination and Remuneration Policy in compliance with Section 178 of the Act and Regulation 19(4) read with Part D of Schedule II to the SEBI LODR Regulations, for identification, selection and appointment of Directors, Key Managerial Personnel and Senior Management of your Company. The policy lays down the process and parameters for the appointment and remuneration including recommendation on remuneration of the key managerial personnel and other senior management and the criteria for determining qualifications, positive attributes and independence of a director. This Policy is uploaded on the Investor Relations section of the website of your Company at www.goindigo.in.

19. Risk Management

The Board has constituted a Risk Management Committee to frame, implement and monitor the risk management plans for your Company. The Committee is responsible for monitoring and reviewing the risk management plans and ensuring their effectiveness. The Audit Committee has an additional oversight in the areas of financial risks and controls. Your Company has implemented an Enterprise Risk Management framework ("ERM framework") based on the guiding principles of risk management. It is an integral part of decision-making for the organisation and is dynamic in nature, undergoing continuous improvement. The ERM Framework follows an annual process of setting objectives, identifying key risks on an ongoing basis, developing a mitigation and action plan and monitoring of leading indicators and planning gaps.

The Committee is responsible for systematically reviewing and updating the risk management calendar, based on certain risks becoming more important during the year. The Committee meets once a quarter to discuss identified relevant risks like unfavorable fuel price, unfavorable forex movement, infrastructure shortfall, reputation damage, inadequate pilot supply in market, cyber threat and IT system continuity, adverse regulatory changes and litigation, labour relations and talent flight, major aviation incident and grounding of fleet and any other new risk as identified by the Management since the previous Committee meeting. A note on key risks of your Company is given in the Management Discussion and Analysis Report which forms a part of the Annual Report.

20. Corporate Social Responsibility

The Board has constituted a Corporate Social Responsibility Committee ("CSR Committee") in compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended. The CSR Committee comprised Ms. Rohini Bhatia (Chairperson), Dr. Anupam Khanna and Mr. Anil Parashar. Your Company has adopted a policy on Corporate Social Responsibility ("CSR Policy") to undertake the activities as set out in Schedule VII of the Act. The CSR Policy is uploaded on the Investor Relations section of the website of your Company at www.goindigo.in.

A brief note regarding your Companys initiatives with respect to Corporate Social Responsibility is given in Annexure - A of this Report in the prescribed format. As a part of your Companys Policy, the CSR funds are released to the partner organisations in tranches and every tranche is released only after 90% of the previous tranche has been spent and programme milestones have been achieved. However, in FY 2020, a few of our partner organisations could not spend the money and therefore, your Company did not pay the planned amount. Further, as a part of our CSR governance and control systems, the implementing organisations and projects are identified after a thorough due diligence process. The fund transfer to few planned implementing organisations could not be initiated due to their inability to complete final agreements, prevented by the pandemic. These factors affected our overall spend.

The details pertaining to the composition, terms of reference, and number of meetings held during the year and the attendance of the CSR Committee members at each meeting are given in the Report on Corporate Governance which forms a part of the Annual Report.

21. Statutory Auditors

The erstwhile Statutory Auditors of your Company, B S R & Co. LLP, Chartered Accountants (Firm Registration no. 101248W/ W-100022), were appointed at the AGM held on September 08, 2014 for a term of five consecutive years from the conclusion of the 11th AGM till the conclusion of the 16th AGM of your Company. Accordingly, they held office till the conclusion of the 16th AGM of your Company held on August 27, 2019.

S.R. Batliboi & Co. LLP (Firm Registration no. 301003E/E300005), were appointed as the Statutory Auditors of your Company at the 16th AGM held on August 27, 2019, for a term of five consecutive years from the conclusion of the 16th AGM till the conclusion of the 21st AGM of your Company, in accordance with the provisions of Section 139 of the Act. The Statutory Auditors have submitted a certificate, as required under Section 139(1) of the Act confirming that they meet the criteria provided in Section 141of the Act.

The Report given by the Statutory Auditors on the standalone financial statements and the consolidated financial statements of your Company for FY 2020 forms a part of the Annual Report. The Reports do not contain any qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors, except an observation that the remuneration paid to the Whole Time Director and Chief Executive Officer of your Company for FY 2020, is in excess of the limits prescribed within provisions of Section 197 read with Schedule V to the Act by Rs. 155.82 million. This is subject to the approval of the shareholders.

22. Secretarial Auditors

Sanjay Grover & Associates, a firm of practicing Company Secretaries (Firm Registration no. P2001DE052900) ("Secretarial Auditors"), carried out the secretarial audit in compliance with the Act and the Rules made thereunder, the SEBI LODR Regulations and other applicable regulations as prescribed by SEBI, Foreign Exchange Management Act, 1999, as amended and other laws specifically applicable to your Company. The Secretarial Audit Report in form MR-3 for the financial year under review is attached to this Report as Annexure-B. The Report does not contain any qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditors, except that (i) your Company was required to appoint one independent woman director on the Board, w.e.f. April 01,2019, in accordance with Regulation 17(1)(a) of the SEBI LODR Regulations. However, an independent woman director was appointed w.e.f. September 19, 2019, and

(ii) the remuneration paid to the Whole Time Director and Chief Executive Officer, due to the inadequacy of the profits in FY 2020, is subject to the approval of the shareholders.

The previous Articles of your Company capped the number of Directors on the Board at six. In order to ensure compliance of Regulation 17 of the SEBI LODR Regulations relating to the appointment of an independent woman director, alteration of Articles was necessary. The shareholders at their AGM held on August 27, 2019 approved the alteration in the Articles to increase the maximum number of Directors from its strength of six (6) to ten (10), on the recommendation of the Board. After obtaining the approval of the shareholders, the Board appointed Ms. Pallavi Shardul Shroff as an Independent NonExecutive Director (Additional Director) w.e.f. September 19, 2019. With the appointment of Ms. Shroff, the composition of the Board of Directors of your Company is in compliance with Regulation 17 of the SEBI LODR Regulations.

In compliance with Regulation 24A of the SEBI LODR Regulations, read with SEBI circular no. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Secretarial Auditors have also issued Annual Secretarial Compliance Report for FY 2020.

23. Non-applicability of maintenance of cost records

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act and the Rules thereunder with respect to your Companys nature of business.

24. Whistleblower Policy / Vigil Mechanism

Your Company has adopted a Whistleblower Policy and has a vigil mechanism in place for directors, senior management and employees of the Company and its subsidiary, to report concerns about unethical behaviour, actual or suspected fraud, instances of leak of Unpublished Price Sensitive Information ("UPSI") or violations of your Companys Code of Conduct.

The Policy is extended to suppliers, contractors and other stakeholders to enable them to report their concerns about unethical behaviour, misconduct, violation or legal or improper practices, actual or suspected fraud by a Company official without any fear of unfair treatment (including loss of business). The Policy provides for adequate safeguards against victimization of whistleblowers and provides for direct access to the Chairperson of the Audit Committee, in exceptional circumstances. The Audit Committee oversees the implementation of the Policy. The Audit Committee, on a quarterly basis, reviews the status of complaints, summary of findings and action taken in accordance with the Policy.

During FY 2020, your Company has updated its Policy to comply with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended ("SEBI PIT Regulations"), to include UPSI as a subject matter that can be reported by whistleblowers. Any instance of leak or suspected leak of UPSI can now also be reported through your Companys vigil mechanism, which is uploaded on the Investor Relations section of the website of your Company at www.goindigo.in.

25. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, as amended ("POSH Act")

Your Company has a zero-tolerance policy towards cases of sexual harassment at workplace reported by or against its employees as well as consultants, trainees, apprentices, temporary and contractual staff. Your Company has adopted a robust policy on Prevention of Sexual Harassment at Workplace to deal with such matters. All employees are sensitized about the Policy from time to time. Your Company has constituted an Internal Complaints Committee, with the Chairperson being a female member from our senior management team. Your Company also conducts awareness programs for employees on the Policy, and has awareness posters with details of how to report a complaint, along with the details of the Internal Complaints Committee members, which are displayed across all our working locations. The Internal Complaints Committee ensures that all cases reported are resolved in a timely manner, in accordance with the POSH Act.

During FY 2020, 36 complaints were received by your Company. As on March 31, 2020, 31 complaints out of the total complaints reported were resolved after complying with due process and 5 complaints were under investigation. Your Company has also submitted the annual return to the local authority in compliance with the POSH Act.

26. Internal Financial Control and their adequacy

Your Company has an adequate Internal Financial Control (IFC) system which ensures that the transactions are authorised, recorded and reported correctly. The Board has adopted policies and procedures for ensuring:

• orderly and efficient conduct of its business including adherence to Companys policies;

• safeguarding of its assets;

• prevention and detection of frauds and errors;

• accuracy and completeness of the accounting records;

• timely preparation of reliable financial information.

27. Public Deposits

Your Company has not accepted deposits from the public falling within the ambit of Section 73 of the Act and the Rules made thereunder.

28. Particulars of loans, Investments and Guarantees

The particulars of loans, investments and guarantees as on March 31, 2020 covered under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as amended and Regulation 34(3) read with Schedule V of the SEBI LODR Regulations are given at note numbers 6 and 7 of the notes in the standalone financial statements, which forms a part of the Annual Report.

29. Material changes and commitments affecting the financial position of your Company, between the end of the financial year and the date of this Report

Other than as stated elsewhere in this Report, there are no material changes and commitments affecting the financial position of your Company between the end of the financial year and the date of this Report.

30. Management Discussion and Analysis Report

The Management Discussion and Analysis Report on Companys operational performance, industry trends and other required details prepared in compliance with Regulation 34 of the SEBI LODR Regulations forms a part of the Annual Report.

31. Report on Corporate Governance

In compliance with the provisions of Regulation 34 of the SEBI LODR Regulations read with Schedule V of these Regulations, the Report on Corporate Governance together with a certificate from the Secretarial Auditors regarding compliance of conditions of Corporate Governance, forms a part of the Annual Report.

A certificate from the Whole Time Director & Chief Executive Officer and Chief Financial Officer of your Company in terms of the SEBI LODR Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, also forms a part of the Annual Report.

32. Business Responsibility Report

In compliance with the provisions of Regulation 34 of the SEBI LODR Regulations read with SEBI Circular no. CIR/CFD/ CMD/2015 dated November 04, 2015, the Business Responsibility Report of your Company for FY 2020 describing the various initiatives undertaken from an environment, social and governance perspective forms a part of the Annual Report.

33. Extract of Annual Return

In compliance with Section 92(3) and Section 134 (3)(a) of the Act and Rules made thereunder, the extract of Annual Return in Form MGT 9 is attached as Annexure - C to this Report and is also uploaded on the Investor Relations Section of the website of your Company at www.goindigo.in.

34. Significant material orders passed by the Regulators, Courts and Tribunals

There are no significant material orders passed by the Regulators, Courts or Tribunals impacting the going concern status of your Company and its operations in future.

35. Awards and Recognitions

During FY 2020, your Company received multiple awards and recognition. Some of the significant awards are listed below:

• Awarded for Customer Service, Domestic & International Operations and Business growth for the second year in the row and maiden award for Cargo Airline of the Year (Domestic) by Bangalore International Airport Limited (BIAL)

• Awarded Best Low-Cost Airline in Central Asia and India at the SKYTRAX World Airline Awards for the tenth time in a row

• Ranked as one of the best airlines in terms of OTP for the third consecutive year amongst the top 20 mega airlines globally

• Awarded Best Domestic Airline by the Federation of Indian Chambers of Commerce and Industry

• Awarded Best Conversational Brand - Online at Sammie Awards 2019

• Awarded Companies with Great Managers Award by People Business in partnership with The economic Times

• Awarded Best Safety Partner by Delhi International Airport Limited (DIAL)

• Awarded Safety Champion in Hazard Reporting for the Year 2019 by Delhi International Airport Limited (DIAL)

• Our Learning academy - ifly, has won six accolades for best practices in Learning and Development at the TISS LEAPVAULT Chief Learning Officer (CLO) Awards by the Tata Institute of Social Sciences

• Awarded Best Customer Services Award and the Fastest Baggage Delivery Award by Kannur International Airport Limited (KIAL)

36. Directors Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board, to the best of its knowledge and ability, confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. they 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 your Company at the end of the financial year and of the profit and loss of your Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

37. Particulars of employees

The statement of disclosure of remuneration under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014, as amended is given in Annexure - D forming a part of this Report. The information as per Rule 5(2) and Rule 5(3) of the above mentioned Rules pertaining to the names of top ten employees and other particulars of employees is provided in a separate annexure. However, as per the provisions of Section 136(1) of the Act and the Rules thereunder, the Report and the financial statements are being sent to the shareholders, excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the same, may write to the Company Secretary at the Registered Office of your Company.

None of the employees listed in the Annexure is related to any Director of your Company.

38. Transfer of unpaid / unclaimed dividend to Investor Education and Protection Fund

There was no unpaid / unclaimed dividend for the past years. The provisions of Section 125 of the Act do not apply to your Company.

39. Reporting of Fraud

The Auditors of your Company have not reported any instances of fraud committed in your Company by its officers or employees as specified under Section 143(12) of the Act.

40. Conservation of Energy, Technology Absorption

Your Company persistently strives to run its operations more efficiently to reduce its fuel consumption and thus emissions. This endeavor entails your Companys continuous commitment towards conservation of energy and motivates it to embrace newer technological advances.

Your Company has incorporated policies for conservation of fuel and imparted training procedures to flight crew and aircraft maintenance engineers, including flight and ground procedures, for fuel conservation. Your company ensures an adequate fuel for sectors, after evaluating various traffic trends, thus avoiding any additional/ unnecessary fuel upliftment, has installed software for accurate flight planning which provides accurate maps and most efficient flight path, restricting use of auxiliary power units, employing continuous descent approaches and economy cruise speeds, minimising aircraft weight by removing unnecessary equipment and optimising engine settings for take-off and climb. Your Company has sought to reduce the weight of the aircraft by selecting lighter seats and by choosing not to have in-flight entertainment system. Your Company has further reduced the aircraft weight by equipping the entire fleet with Electronic Flight Bags (EFB) and removing paper manuals weighing 25kg from each Airbus aircraft.

Your Company has also adopted fuel policies designed to reduce costs on the ground, including the use of the EcoPower Engine Wash process for our engines, the use of ground equipment in place of aircraft auxiliary power units which consumes more fuel, use of single engine for taxing on ground and other engineering/operations protocols. These policies are all designed to optimise fuel consumption, reduce carbon footprint and thereby finally reducing costs.

Your Company continues to explore feasibility to use ground vehicles on cleaner alternative fuels like CNG/ electricity to reduce carbon emissions at airports, wherever feasible. Further, in its endeavor to promote various fuel conservation measures, your Company is evaluating innovative statistical data driven solutions for climb and descent fuel optimization.

Majority of the A320 aircraft delivered to us since September 2008 use International Aero Engines SelectOne engines. These engines use various technological advancements to reduce aircraft fuel consumption as compared to previous IAE engines. Your Companys fleet of aircraft includes A320 NEO aircraft which are up to 15% more fuel efficient than the current A320 without sharklet aircraft. In the last one year, 100 in service A320 NEO aircraft have operated 185,460 flights, thereby reducing carbon emissions by 298 Kilotons. During FY 2020, you Company has operated 25 ATR 72-600 turboprop aircraft which are more fuel efficient than jet aircraft to operate on regional routes.

41. Compliance with Secretarial Standards on Board and General Meetings

Pursuant to the provisions of Section 118 of the Act, your Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the MCA.

42. Foreign exchange earnings and outgo

The details of foreign exchange earnings and outgo for FY 2020 are set out below:

Particulars Amount (Rs. in million)
Foreign exchange earnings 45,447.11
Foreign exchange outgo 151,734.16

43. Acknowledgement

The Board is grateful for the continuous patronage of our valued customers and remains committed to being on-time and delivering a courteous and hassle-free experience at every step. The Board acknowledges and appreciates the relentless efforts of the employees who have worked together as a team in achieving commendable business performance year on year.

Your Company also takes this opportunity to express its appreciation for the support and co-operation extended by the Governments, both Central and State, Regulatory Authorities, Investors, Bankers and other stakeholders.

On behalf of the Board of Directors of
InterGlobe Aviation Limited
Meleveetil Damodaran Ronojoy Dutta
Chairman Whole Time Director and Chief Executive Officer
DIN: 02106990 DIN: 08676730
Date: June 3, 2020
Place: Gurgaon