interglobe aviation ltd Directors report


Dear Members,

Your Board of Directors are pleased to present the 20th Annual Report of InterGlobe Aviation Limited ("Company" or "we" or "IndiGo") along with the audited financial statements for the financial year ended March 31, 2023 ("FY 2023"). Wherever required, the consolidated performance of the Company and its subsidiary has also been provided.

1. Financial Results

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

Particulars Consolidated Standalone
FY 2023 FY 2022 FY 2023 FY 2022
Revenue from operations 544,464.53 259,309.27 544,464.53 259,309.27
Other Income 14,349.65 7,255.98 14,314.35 7,245.42
Total Income 558,814.18 266,565.25 558,778.88 266,554.69
Profit/ (Loss) before Tax (3,043.85) (61,536.84) (3,167.16) (61,710.25)
Current Tax (14.04) (4.12) - -
Deferred Tax Credit/ (Charge) - (77.49) - -
Profit/ (Loss) after Tax (3,057.89) (61,618.45) (3,167.16) (61,710.25)
Other Comprehensive Income / (Loss) net of Tax 77.24 10.65 92.60 29.65
Total Comprehensive Income/ (Loss) (2,980.65) (61,607.80) (3,074.56) (61,680.60)
Earnings per equity share of the face value of Rs. 10 each
Basic (Rs.) (7.93) (160.01) (8.22) (160.25)
Diluted (Rs.) (7.93) (160.01) (8.22) (160.25)

2. Companys Performance

On a consolidated basis, we achieved a total income of Rs. 558,814.18 million for FY 2023, higher by 109.6% over the previous years total income of Rs. 266,565.25 million. We reported a net loss of Rs. 3,057.89 million for FY 2023 against a net loss of Rs. 61,618.45 million for the previous year.

On a standalone basis, we achieved a total income of Rs. 558,778.88 million for FY 2023, higher by 109.6% over the previous years total income of Rs. 266,554.69 million. We reported a net loss of Rs. 3,167.16 million for FY 2023 against a net loss of Rs. 61,710.25 million for the previous year.

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

Agile is a wholly owned subsidiary of IndiGo and is engaged in the business of providing ground handling and other allied services to IndiGo at various airports in India.

The total income of Agile for FY 2023 was Rs. 5,124.66 million, higher by 37.8% over the previous years total income of Rs. 3,719.09 million. The net profit was Rs. 109.27 million indicating an increase of 19% over net profit of Rs. 91.80 million for FY 2022. Pursuant to Section 129(3) of the Companies Act, 2013 ("Act") read with Rule 5 of the Companies (Accounts) Rules, 2014, as amended from time to time, a statement containing the details of performance and salient features of the financial statements of the Subsidiary Company in form AOC –1 is annexed to the consolidated financial statements.

In compliance with the provisions of Section 136 of the Act, the audited financial statements of Agile are uploaded on the Investor Relations section of the website of IndiGo at https://www.goindigo.in/content/dam/goindigo/investor-relations/subsidiary-financials/2022-23/Finanical-Statements-Agile-FY-22-23.pdf.

The Company has adopted a policy for determining material subsidiaries pursuant to Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") which is available on the Investor Relations section of the website of IndiGo at https://www.goindigo.in/content/dam/goindigo/investor-relations/policies/2021/InterGlobe-Aviation-Limited-Policy-on-Material-Subsidiary.pdf.

We have no material subsidiary as on date.

4. Operational Performance

A. Operations and growth

IndiGo operated 1,815 (1,796 Scheduled, 18 Military, 1 Pax Charter) peak daily flights and carried over 85.59 million passengers during FY 2023 compared to 1,574 peak daily flights and 49.80 million passengers in FY 2022. Passenger Load Factor increased from 73.6% in FY 2022 to 82.1% in FY 2023. Total flights operated increased from 402,353 in FY 2022 to 597,829 in FY 2023.

IndiGo operated:

• Scheduled services to 104* destinations, including 7 new destinations

• 456 cargo flights

• 2,854 charter flights (2,681 Military Charter and 173 Pax Charter)

*Operations to 4 destinations are yet to resume (CAN, CTU, HKG and RGN)

B. Inducting aircraft and procedures to save fuel

Our fleet, as on March 31, 2023, consists of 162 Airbus 320 NEO, 79 Airbus 321 NEO, 21 Airbus CEO, 39 ATR aircraft, 2 A321 Freighters (P2F) and 1 B777 (damp lease). During FY 2023, we inducted 47 new fuel-efficient Airbus NEO powered by CFM LEAP-1A engines, 4 ATR Aircraft, 2 P2F and 1 B777.

IndiGo ranked No.1 for On-Time Performance (OTP) of 86.8% for FY 2023 on DGCA metros. IndiGo also achieved technical dispatch reliability of 99.9%, as published by Airbus for FY 2023.

The Air Operating Certificate of the Company, which was due for renewal in August 2022, has been renewed for another five years (i.e. up to August 2027). IndiGo has obtained Extended Diversion Time Operations (EDTO) for 120 minutes from the Director General of Civil Aviation (DGCA) to fly on direct routes oversea for 120 minutes on A320 family aircraft. This would help in achieving shorter routes and result in fuel saving.

C. Operational initiatives

We established yet another industry benchmark with a new initiative on enhancing customer experience introduced on our 16th Anniversary. This was a third ramp to disembark passengers on arrival in order to reduce the disembarkation time and IndiGo is the first carrier in the world to introduce this service. This initiative saves an average of 3 minutes per flight and in turn improves the turnaround time for the aircraft. The implementation has helped us save 6.75 hours every day which can go towards more efficient aircraft utilisation.

IndiGo was the first organisation within India to receive DGCA approval for initial and recurrent training for the implementation of Competency Based Training and Assessment (CBTA) and Evidence Based Training (EBT). CBTA uses scenario-based training for more realism and facilitation techniques by the instructor to support the pilots development and enhances the pilots competence to demonstrate the right skills. This was implemented in line with International Civil Aviation Organisation (ICAO) and International Air Transport Association (IATA) standards to develop resilience amongst the pilots, which was required to tide over the last two years. This reaffirms our commitment towards the adoption of industry-leading initiatives to enhance safety and our training standard.

IndiGo is the first airline to get regulatory approval and successfully completed a Localizer Performance with Vertical Guidance (LPV) approach on ATR using the indigenous GAGAN Satellite to land at airports with no navigational infrastructure.

The Company continues its digitalisation journey with the aim of enhancing operational efficiency. IndiGo becomes the first organisation to Go-Live with the Direct and Automatic Data Transfer of flying hours from our crewing systems to the eGCA Pilot Logbook Portal. With this initiative, our pilots no longer need to maintain and carry physical logbooks. We are also in the process of attaining DGCA approval and launching the ‘AvioBook Electronic Flight Folder – an integrated digital solution to optimise the entire flight operation, enhancing safety and improving decision-making and operational efficiency, along with reducing the weight onboard.

We continue to take additional measures to enhance fuel efficiency by inducting Fuel Monitoring and Management Software and improving current measures such as Fuel tankering, straightening of routes, onboard weight reduction, and pilot awareness.

During the year we invested in 16 Combo Units (Air-conditioning unit + Ground power unit) that has helped us save more than 10,000 working hours on the Auxiliary power unit powered by ATF, resulting in cost savings of Rs. 105.30 million.

We have got into an agreement to take 2 Boeing 777 aircraft from Turkish Airlines on a damp lease to increase the capacity on the Istanbul route. 1 B777 is deployed on the DEL-IST-DEL route, effective February 1, 2023.

The Company ensured best-in-class onboard service by keeping customers at the centre of all its decisions.

We enhanced employment opportunities by successfully selecting and onboarding over 3,900 cabin crew across India.

We ensured strict enforcement of regulatory Covid-19 guidelines with follow-up review mechanisms to ensure continued implementation.

In FY 2023, IndiGo continued to focus on contactless travel experience at the airports. IndiGo increased the passengers awareness on how they can web check-in, pay for all ancillary products, add print baggage tags from home and process awareness videos. These initiatives ensured that nearly 50% of our customers used the self-check-in facility.

5. Dividend

The Dividend Distribution Policy is available on the website of the Company and can be accessed at https://www.goindigo.in/content/ dam/goindigo/investor-relations/policies/2021/InterGlobe-Aviation-Limited-Dividend-Distribution-Policy.pdf. The Policy sets out the parameters and factors to be considered by the Board in determining the distribution of dividend to its Members and / or retaining profits. There has been no change in this Policy during the year under review.

Based on the Companys performance, cash flow position and the losses carried forward from the previous years, the Board has not recommended any dividend on the equity shares.

6. Amount to be carried to Reserves

The Directors do not propose to transfer any amount to reserves.

7. Employee Stock Option Scheme

Pursuant to approval of the Members of the Company on June 25, 2015, the ‘InterGlobe Aviation Limited - Employee Stock Option Scheme 2015 ("Scheme") was adopted, which was amended on September 7, 2016. Under the Scheme, share-based benefits are granted to the eligible employees by granting stock options ("Options"), with a view to attract and retain talent and encouraging employees to align their individual performances with the Companys broader growth objectives. During FY 2023, there has been no change in the Scheme and the Company continues to comply with the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended ("SEBI SBEB Regulations").

The disclosure, in compliance with the SEBI SBEB Regulations, is uploaded on the Investor Relations section of the website of the Company at https://www.goindigo.in/content/dam/goindigo/investor-relations/other-related-documents/2022-23/statement-under-Reg-14-of-the-SEBI-share-based-employee-benefits-and-sweat-equity-egulations-2021-2023.pdf.

8. Increase in Share Capital

Pursuant to the allotment of 292,370 equity shares of Rs. 10 each upon exercise of vested Stock Options by the eligible employees under the Scheme, the issued, subscribed, and paid-up share capital of the Company increased from 385,254,729 equity shares as on March 31, 2022 to 385,547,099 equity shares of Rs. 10 each as on March 31, 2023, aggregating to Rs. 3,855.47 million.

9. Related Party Transactions

The Company had adopted ‘InterGlobe Aviation Limited – Policy on dealing with Related Party Transactions ("RPT Policy") in compliance with Regulation 23 of the SEBI LODR Regulations. During FY 2023, there has been no change in the RPT Policy. The transactions entered by the Company with its related parties were in compliance with the RPT Policy and in the best interest of the Company. The RPT Policy is available on the Investor Relations section of the website of the Company at https://www.goindigo.in/ content/dam/goindigo/investor-relations/policies/2021/IGAL-Policy-on-Related-Party-Transactions-2019.pdf.

All the contracts/ arrangements/ transactions entered into by the Company with its related parties during FY 2023, were in its ordinary course of business and on an arms length basis and were approved by the Audit Committee. The necessary approvals were obtained in accordance with the RPT Policy.

During FY 2023, the Company has not entered into any arrangement / transaction / contract with its related parties which could be considered material and required approval of the Board or the Members. Accordingly, the disclosure of the particulars of the related party transactions in form AOC -2 as required under Section 134(3)(h) of the Act is not applicable.

For further details of related party transactions during the year, please refer to note number 35 of the notes forming a part of the financial statements, attached to the Annual Report.

Pursuant to Regulation 23 of the SEBI LODR Regulations, the details of related party transactions were filed with the stock exchanges on half yearly basis.

10.Directors and Key Managerial Personnel

a) Directors

As on March 31, 2023, the Board comprised of eight (8) members with an appropriate mix of Non-Executive Directors, Executive Directors and Independent Directors.

Mr. Meleveetil Damodaran stepped down as the Chairman and Independent Director of the Company on attaining the age of 75 years on May 03, 2022. He was later appointed as a Non-Executive Non-Independent Director of the Company by the Board w.e.f. July 16, 2022, which was approved by the shareholders at their Annual General Meeting (AGM) held on August 26, 2022.

Mr. Vikram Singh Mehta and Air Chief Marshal (Retd.) Birender Singh Dhanoa were appointed as Independent Directors on the Board w.e.f. May 27, 2022. Their appointment was approved by the shareholders at their AGM held on August 26, 2022.

Ms. Rohini Bhatia stepped down as a Non-Executive Director of the Company w.e.f. July 11, 2022. The Board placed on record its appreciation for the guidance provided by her during her tenure as Director on the Board and its Committees, especially towards meeting its CSR objectives and activities.

Mr. Ronojoy Dutta stepped down as the Whole Time Director and CEO of the Company w.e.f. September 30, 2022. The Board placed on record sincere thanks to Mr. Dutta for effectively leading the Company with a steady hand through the most turbulent period in the Companys history and the aviation industry globally.

Mr. Gregg Saretsky, Non-Executive Director, retires by rotation and being eligible, offers himself for reappointment at the ensuing AGM. The Notice of AGM includes the proposal for re-appointment of Mr. Saretsky as stated above.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as laid down under Section 149 of the Act and Regulation 16 of the SEBI LODR Regulations and complied with the Code for Independent Directors prescribed in Schedule IV of the Act. During FY 2023, there has been no change in the circumstances affecting their status as Independent Directors.

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

b) Key Managerial Personnel

Mr Pieter Elbers (Petrus Johannes Theodorus Elbers) was appointed as the Chief Executive Officer of the Company pursuant to the approval of the Board of Directors w.e.f. September 6, 2022.

11.Number of meetings of the Board

The Board met 13 times during FY 2023. The details of meetings of the Board and attendance of the Directors at the Board meetings are given in the Report on Corporate Governance which forms a part of the Annual Report.

12.Committees of the Board

As on March 31, 2023, 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 FY 2023 and the attendance of the committee members at each meeting are given in the Report on Corporate Governance which forms a part of the Annual Report.

13.Board Evaluation

Pursuant to the provisions of the Act and the SEBI LODR Regulations, an evaluation process is carried out on an annual basis to evaluate the performance of the Board and the Board Committees, the Chairman of the Board and all Directors, including Independent Directors. The evaluation is aimed at improving the effectiveness of all these constituents and enhancing their contribution to the functioning of the Board.

For FY 2023 on the recommendation of the Nomination and Remuneration Committee, an independent external expert in Board evaluation, was engaged by the Management to undertake such evaluation. He carried out the exercise through questionnaires, both numeric as well as qualitative, that were sent directly to the Board members on a confidential basis. The independent external expert also had individual conversations with each Board member and developed separate evaluation reports. Subsequently, the independent external expert collated reports for (a) the Board as a whole, (b) Chairman of the Board, (c) Individual Directors, both Independent and Non- Independent, and (d) for each of the Board Committees separately. The assessment of individual Directors was sent separately to the concerned Directors. The results of evaluation of the Board and its various Committees were subsequently discussed by the Board at its meeting and the areas for improvement of the functioning of the Board and committees were noted.

In a separate meeting of the Independent Directors, performance of the Non-Independent Directors, Chairman of the Board and the Board as a whole was also discussed, taking into account the views of Executive Directors and Non-Executive Directors.

14.Remuneration Policy

The Company had adopted the ‘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 (KMPs) and Senior Management of the Company. The Policy lays down the process and parameters for the appointment and remuneration of the KMPs and other senior management personnel and the criteria for determining qualifications, highest level of personal and professional ethics, positive attributes, financial literacy and independence of a Director. The Policy is available on the Investor Relations section of the website of IndiGo at https://www. goindigo.in/content/dam/goindigo/investor-relations/policies/2021/InterGlobe-Nomination-and-Remneraion-Policy.pdf.

15.Succession Planning

The Company has been following a rigorous process of leadership talent review, named "Talent Council". As an outcome of the Talent Council, we discuss and identify successors for all leadership roles. These successors are identified at three different levels of readiness. We focus on developing this pool of identified successors through diverse learning experiences and work on filling the gaps through external talent. We are consciously transitioning from a function vertical specific succession strategy to building a pool of fungible leaders who can assume new roles in any work context.

16.Risk Management

The Company has a structured Enterprise Risk Management framework ("ERM framework") based on the guiding principles from SEBI of identifying, assessing and mitigating the risks. It is an integral part of decision-making and is dynamic in nature, undergoing continuous improvement. We have strong and robust internal processes to monitor and manage risks. The ERM framework follows an annual process of setting objectives, identifying key risks on an ongoing basis, developing a mitigation action plan and monitoring.

The Risk Management Committee has been empowered to frame, implement and monitor the risk management practices. The Committee has been entrusted with systematically overseeing, reviewing and updating the risk management calendar, based on certain risks becoming more important during the year. The Committee meets on regular intervals and discusses risks relating to supply-chain disruptions, unfavourable fuel and forex movement, competition, adverse regulatory changes and litigations, pandemic, talent retention, cyber threat and data protection, employee health and labour relations, sustainability and climate change, airline safety and security, business continuity plan, reputation and any other new risk that may be identified by the Management.

The Audit Committee has additional oversight in the area of financial risks and the Nomination and Remuneration Committee ensures there is a succession plan in place for leadership team.

A note on key risks of the Company is given in the Management Discussion and Analysis Report which forms a part of the Annual Report.

17.Corporate Social Responsibility

A brief outline of the Corporate Social Responsibility ("CSR") Policy and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure - A to this Report, in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For other details regarding the CSR Committee, please refer to the Report on Corporate Governance, which forms a part of the Annual Report.

The Corporate Social Responsibility Policy as approved by the Board is available on the Investor Relations section of IndiGos websitehttps://www.goindigo.in/content/dam/goindigo/investor-relations/policies/InterGlobe-Aviation-Limited-Corporate-Social-Responsibility-Policy-2.pdf.

18.Statutory Auditors

S.R. Batliboi & Co. LLP (Firm Registration no. 301003E/E300005) was appointed as the Statutory Auditors of the 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 the Company, in accordance with the provisions of Section 139 of the Act.

The Reports given by the Statutory Auditors on the standalone financial statements and the consolidated financial statements of the Company for FY 2023 form part of the Annual Report. The Reports do not contain any qualification, reservation or adverse remark or disclaimer by the Statutory Auditors.

19.Secretarial Auditors

The Board of Directors of the Company had appointed M/s. RMG & Associates, Company Secretaries for conducting secretarial audit of the Company for FY 2023. The Secretarial Audit Report issued by the aforesaid Secretarial Auditor is attached as Annexure - B to this Report. The Company has received a notice from the NSE and BSE imposing penalties for alleged non-compliance of Regulation 17(1A) and Regulation 20 of the SEBI LODR Regulations. The Company has not paid any penalty and preferred to file the waiver application with the stock exchanges which is pending as on date. Except as mentioned above, there has been no qualification, reservation, observation, disclaimer or adverse remark in the Secretarial Audit Report.

20.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 issued thereunder with respect to the aviation business.

21.Whistle blower Policy / Vigil Mechanism

The Company believes that it is critical to listen to whistle blowers to take the path to sustainable growth and good governance. Any actual or potential violation of the Code of Conduct, or any law governing IndiGo, howsoever insignificant, is a matter of serious concern. Timely reporting of such violations could avoid or minimise the Companys reputational or financial losses. To this effect, and pursuant to Section 177(9) of the Act and Regulation 22 of the SEBI LODR Regulations, a robust whistle blower/ vigil mechanism has been laid down, which enables timely and reliable reporting of actual or suspected violations.

As part of this, the Company has laid down a Whistle blower Policy, which provides the procedures for employees and other stakeholders to report unacceptable practices, misconduct, or violation of its Code of Conduct or applicable laws, provides necessary safeguards to protect whistle blowers from victimization and retaliation, and provides for direct access to the Chairperson of the Audit Committee, in exceptional circumstances. During FY 2023, no person was denied access to the Chairperson of the Audit Committee. The policy is available on the Investor Relations section of IndiGos website https://www.goindigo.in/content/dam/goindigo/investor-relations/policies/IGAL-WhistleBlower-Policy-clean-11-17-22.pdf.

The whistleblowing mechanism also comprises a whistle blower helpline, named as "6E Ethics Helpline". This provides whistle blowers five channels to report violations, including toll-free hotline, email, web portal, chatbot and postal mail. Four of these reporting channels provide whistle blowers the choice to report anonymously. The Company takes pride in successfully implementing its whistle blowing helpline in ways that have instilled confidence amongst employees and other stakeholders to raise their concerns.

All complaints of suspected violations are taken seriously and reviewed promptly. All investigations are carried out objectively and independently, following the principles of natural justice. Based on the nature and severity of the violation of the Code of Conduct, the Company policies and/or the law, appropriate action is taken. The Audit Committee oversees the implementation of the Policy and reviews the resolution of complaints on a quarterly basis.

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

There is a zero-tolerance policy towards cases of sexual harassment at workplace reported by any person. Accordingly, an Internal Committee has been constituted, which has a female Chairperson who is a member of our Senior Management team and also has an external female member who is a lawyer. The Internal Committee ensures that all matters are resolved in a timely manner.

There is a robust internal mechanism and policy on ‘Prevention of Sexual Harassment at Workplace to deal with such matters. All employees are sensitized to the policy right from the day of employment. We also conduct awareness programs for employees on the policy and have awareness posters with details of how to report a complaint along with the details of the Internal Committee members, which are displayed across all our working locations. The Internal Committee ensures that all cases reported are resolved in a timely manner, in accordance with the POSH Act. All investigations are handled in a very objective, sensitive, and fair manner without attaching any prima-facie guilt to the respondent merely upon receipt of a complaint against the employee. Utmost confidentiality is maintained while handling these matters.

For details on the cases reported and resolved during FY 2023 and the mechanism followed while dealing with such cases, please refer to Business Responsibility and Sustainability Report forming part of the Annual Report.

23.Internal Financial Control and their adequacy

An adequate Internal Financial Control (IFC) system has been put in place to ensure compliance with various policies, practices, and statutes. The Company ensures that such IFC systems are commensurate with the size and complexity of our business and are adequate and operating effectively on an ongoing basis.

The Board has adopted policies and procedures for:

• Effectiveness and efficiency of operations

• Adequacy of safeguarding Companys assets

• Prevention and detection of frauds and errors

• Accuracy and completeness of accounting records

• Timely preparation of reliable financial information

The details in respect of IFC and their adequacy are included in the Management Discussion and Analysis Report, which forms a part of the Annual Report.

24.Public Deposits

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

25.Particulars of Loans, Investments and Guarantees

The particulars of loans, investments and guarantees as on March 31, 2023, 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 in the notes to the standalone financial statements, which forms a part of the Annual Report.

26.Material changes and commitments affecting the financial position of the Company, between the end of FY 2023 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 the Company between the end of FY 2023 and the date of this Report.

27.Management Discussion and Analysis Report

The Management Discussion and Analysis Report on financial and operational performance, industry trends and other required details prepared in compliance with Regulation 34 of the SEBI LODR Regulations for FY 2023 forms a part of the Annual Report.

28.Report on Corporate Governance

In compliance with Regulation 34 read with Schedule V of the SEBI LODR Regulations, the Report on Corporate Governance, inter-alia, covering composition, details of meetings of the Board and its Committees, 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 Chief Executive Officer and the Chief Financial Officer in terms of Regulation 17 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.

29.Business Responsibility and Sustainability Report

In compliance with Regulation 34 of the SEBI LODR Regulations read with SEBI Circular no. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021, the Business Responsibility and Sustainability Report of the Company for FY 2023 describing the various initiatives undertaken from an ethical, environment, social and governance perspective during FY 2023 forms part of the Annual Report.

30.Annual Return

In compliance with Section 92(3) and Section 134(3)(a) of the Act and the Rules made thereunder, a copy of Annual Return as on March 31, 2023, is available on the Investor Relations Section of the IndiGos website https://www.goindigo.in/content/dam/ goindigo/investor-relations/other-related-documents/2022-23/Annual-Return-MGT-7-FY-2022-23.pdf.

31.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 the Company and its operations in future.

32.Awards and Recognitions

During FY 2023, the Company received multiple awards and recognitions. Details in respect of such awards and recognition received by the Company are captured at Page No.__, which forms a part of the Annual Report.

33.Directors Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board, based on representations received from the Management, and the processes involving the Companys statutory and internal audit functions, and to the best of its knowledge, ability, and due inquiry, confirms that:

i. In preparation of the annual accounts, applicable accounting standards have been followed and proper explanation for any material departures has been provided. ii. Applicable accounting policies have been selected and applied consistently in order to form views/make judgments and estimates that are reasonable and prudent. This is intended to facilitate a true and fair view of the state of affairs of the Company at the end of FY 2023 including profit/loss of the Company for that period.

iii. Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act is taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. Annual accounts have been prepared on a going concern basis.

v. Internal Financial Controls (IFCs) to be followed by the Company have been laid down and such IFCs are adequate and operating effectively.

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

34.Particulars of Employees

The statement containing 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 - C forming a part of this Report. The information as per Rule 5(2) and Rule 5(3) of the abovementioned 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 made thereunder, the Annual Report and the financial statements, excluding the aforesaid annexure, are being sent to the Members, and other persons entitled thereto. Any Member interested in obtaining this statement, may write to the Company Secretary requesting for the same.

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

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

The provisions to transfer unpaid / unclaimed dividend to the Investor Education and Protection Fund (Fund) under Section 124(5) of the Act do not apply to the Company for FY 2023 since there is no unpaid / unclaimed dividend which was due for transfer to the said Fund during FY 2023.

36.Reporting of Fraud

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

37.Conservation of Energy, Technology Absorption

We persistently strive to run our operations more efficiently to reduce its fuel consumption and resultant fuel emissions. This endeavour entails IndiGos continuous commitment towards conservation of energy and motivates it to embrace newer technological advances.

The Company has incorporated policies, including flight and ground procedures, for conservation of fuel and has trained flight crew and aircraft maintenance engineers to ensure that fuel is conserved to the extent possible.

The Company ensures that there is adequate fuel for its aircraft, after evaluating various traffic trends in the air and also on the ground, thus avoiding any additional/ unnecessary fuel upliftment. The Company has installed softwares for accurate flight planning. These softwares provide accurate maps and the most efficient flight path, employing continuous descent approaches and economy cruise speeds. It also provides recommendations for optimising engine settings for take-off and climb. Further, innovative statistical data driven solutions has been adopted along with recommended manufacturer upgrades for descent fuel optimisation. We are also working with Airbus on big data analytics using Airbus platforms like SKYWISE.

The Company has also adopted fuel policies designed to reduce costs on the ground, including the use of the Eco-Power Engine Wash process for aircraft engines, the use of ground equipment in place of aircraft auxiliary power units (which consume more fuel), use of single engine for taxiing on ground and introduction of other engineering/operating protocols. These policies are all designed to optimise fuel consumption and reduce our carbon footprint and thereby finally reducing costs.

We continue to use technology to enhance processes to ensure safe and comfortable travel by air which helped gain customer confidence in IndiGo. Innovation such as solar Baggage Freight Loader (BLF) and Combo unit [combined Ground Power Unit (GPU) and Aircraft Cooling Unit (ACU)], helped in saving ATF, reducing carbon emissions. We are investing in Combo units which reduce Auxiliary Power Unit (APU) usage on ground and helped in reducing APU fuel burn and reducing carbon footprint.

We are engaged with stakeholders to collaborate on multiple air space optimisation initiatives like shortening of routes, promulgation of required navigation performance (RNP) approaches, optimising flight routes through conditional route (CDR). We are the first operator to adopt LPV (localiser performance with vertical guidance) approaches on ATR Fleet. This shall enable our ATR aircraft to land under marginal weather conditions utilising indigenous satellite-based augmentation system GAGAN. The Government of India has promoted flexible use of airspace and we are using this opportunity to utilise every bit of airspace to reduce fuel consumption and simultaneously reducing carbon footprint.

Further, operational endeavours have helped save carbon emissions to the tune of approximately 37000 tonnes through single engine taxiing, optimized landing and focused fuel uplift.

The Company has sought to reduce the weight of its aircraft by selecting lighter seats and by choosing not to have in- flight entertainment systems. The aircraft weight has been further reduced by equipping the entire fleet with Electronic Flight Bags (EFB) and removing paper manuals weighing 40kg from each Airbus aircraft. As an example, this small initiative alone will save the Company fuel to the tune of 800 tonnes each year and 2,500 tonnes of carbon emissions approximately.

We continue to explore the feasibility of using ground vehicles on cleaner alternative fuels like CNG/ electricity to reduce carbon emissions at airports.

38.Compliance with Secretarial Standards on Board and General Meetings

Pursuant to the provisions of Section 118 of the Act, the Company has complied with all the applicable provisions of the Secretarial Standard – 1 on Board meetings, issued by the Institute of Company Secretaries of India and Secretarial Standard – 2 on General meetings.

39.Foreign exchange earnings and outgo

The details of foreign exchange earnings and outgo for FY 2023, on an accrual basis, are set out below:

Particulars Amount (Rs. in million)
Foreign exchange earnings 81,382.21
Foreign exchange outgo* 191,726.43

*Foreign exchange outgo excludes foreign exchange gain/loss on reinstatement of assets and liabilities.

40.Acknowledgement

The Board is grateful for the continuous patronage of our valued customers and remains committed to ensuring that the Company provides an on-time, courteous and hassle-free experience. The Board acknowledges and appreciates the hard work and dedication of the employees of the Company who have stood strong and worked together as a team during FY 2023.

We take this opportunity to express our appreciation to the central and state governments, regulatory authorities, investors, bankers and all other stakeholders for their trust and support and reaffirm our commitment to be the airline of choice for all our stakeholders.

On behalf of the Board of
InterGlobe Aviation Limited
Dr. Venkataramani Sumantran Anil Parashar
Chairman Director
DIN: 02153989 DIN: 00055377
Date: May 18, 2023
Place: Gurugram