Interglobe Aviation Ltd

<dhhead>Report of the Board of Directors</dhhead>

Dear Members,

Your Board of Directors are pleased to present the 22^nd Annual Report of InterGlobe Aviation Limited ("Company" or "IndiGo") along with the audited financial statements for the financial year ended March 31, 2025.

1. Financial Results

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

(Rupees in million, except earnings per share)

2. Company’s Performance

On a consolidated basis, the Company has achieved a total income of INR 840,982 million for FY 2025, an increase of 18% compared to the previous year's total income of INR 712,312 million. The net profit of the Company has decreased to INR 72,584 million for the FY 2025, a decrease of 11% against net profit of INR 81,725 million in the previous year.

On a standalone basis, the Company has reported a total income of INR 841,098 million for FY 2025, higher by 18% over the previous year’s total income of INR 712,299 million. The net profit of the Company for FY 2025 was INR 72,533 million as against net profit of INR 81,675 million recorded for the previous year.

3. Subsidiaries and their Performance

As on March 31, 2025, the Company has two Subsidiary Companies detailed below:

Agile Airport Services Private Limited (Agile)

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

The total income of Agile for FY 2025 was INR 8,452 million, higher by 22% over the previous year’s total income of INR 6,914 million. The net profit for FY 2025 was INR 139 million higher by 178% over net profit of INR 50 million for FY 2024.

InterGlobe Aviation Financial Services IFSC Private Limited (IndiGo IFSC)

IndiGo IFSC is a wholly owned subsidiary of the Company located in Gift City Gandhinagar, Gujarat. It operates in the International Financial Services Centre (IFSC) and is engaged in aircraft and aircraft engine leasing and providing related financial services. During FY 2025, IndiGo IFSC leased 33 Aircraft to the Company.

The total income of IndiGo IFSC for the first year of its operations i.e. FY 2025 was INR 2,910 million and the net loss was INR 111 million.

The annual accounts of Agile and IndiGo IFSC are available on the website of the Company viz. www.goindigo.in and shall also be kept open for inspection at the registered office of the Company and respective subsidiary companies. The Company shall also make available the annual accounts of these companies to any member of the Company who may be interested in obtaining the same. The consolidated financial statements presented by the Company include the financial results of its subsidiary companies.

A report on the performance and financial position of each of the subsidiaries for the financial year ended March 31, 2025, in Form AOC -1 as per the Companies Act, 2013 ("Act") is annexed to the consolidated financial statements.

The Company has adopted a policy for determining material subsidiaries pursuant to requirements under SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 ("SEBI LODR Regulations") which can be viewed on the Company’s website at https://www.goindigo.in/content/dam/goindigo/investor-relations/policies/2021/InterGlobe-Aviation-Limited-Policy-on-Material-Subsidiary.pdf . As on March 31, 2025, the Company does not have any material subsidiary.

InterGlobe Aviation Ventures LLP

Apart from the aforesaid subsidiaries of the Company, InterGlobe Aviation Ventures LLP, a Limited Liability Partnership between the Company and Agile, was incorporated during FY 2024. On August 02, 2024, InterGlobe Aviation Ventures ("Trust") got registered with SEBI as a Category II Alternate Investment Fund which is controlled by InterGlobe Aviation Ventures LLP. IndiGo Ventures Fund – I, the first scheme of the Trust approved by SEBI is yet to commence investing activities.

4. Operational Performance

A. Operations and growth

IndiGo continued its robust growth trajectory in FY 2025, operating a total of 769,536 flights, a 10.3% increase compared to FY 2024. The Passenger Load Factor increased from 85.4% in FY 2024 to 86.2% in FY 2025, reflecting sustained demand in the markets.

Since November 2024, IndiGo has achieved a significant milestone by consistently carrying over 10 million passengers every month, reaching an overall 119.77 million passengers for FY 2025, an increase of 12.5% compared to the 106.42 million passengers in FY 2024.

Key operational highlights for FY 2025 are as under:

Scheduled services: Covered 128 destinations, including 7 new domestic and 3 new international destinations

Peak operations: Reached a peak of 2,303 daily flights (2,298 in the commercial schedule and 5 military flights), an increase of 14.2% compared to the 2,016 in FY 2024

On-Time Performance (OTP): Achieved an OTP of 73.8% on DGCA metros

Technical dispatch reliability: Maintained technical dispatch reliability of 99.9%, ensuring the highest standards of operational performance

Cargo operations: Completed 2,544 cargo flights, transporting more than 410,670 tons of cargo

Charter flights: Performed 1,361 charter flights

B. Inducting aircraft

As of March 31, 2025, our fleet comprised of 195 Airbus A320 neo, 135 Airbus A321 neo, 26 Airbus A320 CEO, 48 ATR aircraft, 3 A321 Freighters (P2F), 2 B777 (damp lease), 13 A320 (damp lease), 12 737(damp lease) and 1 B787(damp lease). During FY 2025, we inducted 58 new fuel-efficient Airbus neo powered by CFM LEAP-1A engines, 7 A320 CEO, 5 ATR Aircraft, 14 B737 (damp lease), 9 A320 (damp lease) and 1 B787 (damp lease).

C. Operational Initiatives

IndiGo delivered strong improvements in customer engagement, reflecting the effectiveness of its digital transformation and operational agility initiatives. During FY 2025, our performance metrics on all engagement mediums like contact center, digital platform like 6Eskai, and social media continued to improve, despite a significant increase in our customer interactions. Our CSAT scores remained stable, despite growing complexity in our operations. Looking ahead, IndiGo remained committed to enhancing its customer experience through continued investments in technology, automation, and process innovation, aligned with its long-term vision of service excellence.

In line with IndiGo’s commitment to operational excellence and future-ready capability development, significant strides were made in the areas of safety, compliance, and training. During FY 2025, over 139,700 individual training programs were completed at ifly. This represents a 16% increase in headcount trained.

IndiGo became the first airline in India to secure regulatory approval for delivering Competency-Based Dangerous Goods Regulations (DGR) Training (CBTA), reinforcing its leadership in global safety and compliance standards. Following the successful launch of (CBTA) on both Airbus and ATR fleets, IndiGo became the first airline in India to receive approval and implement the Training Management System (TMS) - an integrated digital solution for training administration, grading and assessment, documentation, tracking, and reporting of all training-related activities.

IndiGo also became the first airline in the region to receive regulatory approval for RNP-AR procedures for operations into Kathmandu, Nepal, which enabled a more precise and efficient approach for landings, particularly beneficial in challenging terrain and weather conditions.

Globally, inflight turbulence remains a leading cause of injuries to passengers and crew. IndiGo is currently conducting trials for a Turbulence Tracking and Alerting System. This system utilizes data and real-time aircraft movement analytics to detect, predict, and alert pilots of clear air turbulence.

During the year we introduced Safe Speak - a platform for pilots to engage in discussions on technical matters, including insights from routine, non-event flights. We also launched the Safety Connect program, which includes base visits and interdepartmental meetings to promote operational safety. Additionally, we continue to collaborate with other international airlines, sharing best practices and learnings to continually raise safety standards across our operations.

Our teams also work in close coordination with Air Traffic Control and the Airports Authority of India’s Central Air Traffic Flow Management (CATFM) unit to improve operational coordination and minimize delays.

In alignment with our continuous commitment to elevating customer experience, the Inflight Services team has implemented a series of targeted initiatives aimed at improving service quality, consistency and passenger engagement.

Our airport operations continued to improve their emissions footprint through deployment of green equipment EV’s, EBFLs and Electric baggage tugs. In additions we have enhanced the fleet of our combo units, to provide air conditioning of our aircraft rather than using the APUs. We have made a series of digital investments in our airports for enhanced customer experience.

5. Dividend

In terms of Regulation 43A of SEBI LODR Regulations, the Company has devised the Dividend Distribution Policy which is available on the website of the Company 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 of Directors ("Board") in determining the distribution of dividend to its members and / or retaining profits of the Company. There has been no change in this Policy during the year under review.

The Board of Directors has recommended payment of final dividend of INR 10/- (100%) per fully paid equity share of INR 10 each for FY 2025, subject to approval of members at the ensuing Annual General Meeting(AGM). In view of the applicable provisions of Income Tax Act, 1961, dividend paid or distributed by the Company is taxable in the hands of the shareholder. Consequently, the Company will disburse the final dividend after deducting the applicable tax at source.

6. Transfer to General Reserve

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

7. Employee Stock Option Schemes

During FY 2025, there has been no change in the existing ESOP Schemes of the Company viz. ‘InterGlobe Aviation Limited - Employee Stock Option Scheme 2015 and 2023. The schemes have been implemented in compliance with relevant/ applicable ESOP Regulations/ Guidelines. M/s. RMG & Associates, Practising Company Secretaries, Secretarial Auditors of the Company have certified that the Employee Stock Option Schemes of the Company have been implemented in accordance with the applicable Regulations and the resolutions passed by the members in this regard.

The disclosure(s) as required under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are disclosed on the website of the Company and can be accessed at https://www.goindigo.in/information/investor-relations. html?linkNav=Investor%20Relations%7CGet%20to%20Know%20Us%7CFooter

8. Share Capital

Authorised Share Capital

There has been no change in the authorised share capital of the Company during FY 2025. As on March 31, 2025, the authorised share capital of the Company stood at 7,500,000,000 comprising of 750,000,000 equity shares of INR 10 each.

Issued, Subscribed and Paid-up Share Capital

During FY 2025, the issued, subscribed and paid-up equity share capital of the Company increased from INR 3,859,786,890 to INR 3,864,233,690, consequent to allotment of 4,44,680 equity shares of INR 10/- each upon exercise of stock options under the ‘InterGlobe Aviation Limited - Employee Stock Option Schemes 2015 and 2023’.

9. Related Party Transactions

The Company has formulated the ‘InterGlobe Aviation Limited – Policy on dealing with Related Party Transactions’ ("RPT Policy") in compliance with Regulation 23 of the SEBI LODR Regulations. During FY 2025, there has been no change in the RPT Policy 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 related party transactions entered into during FY 2025, were in the ordinary course of business and on an arm’s length basis and were approved by the Audit Committee. The necessary approvals have been obtained, wherever required, in accordance with the RPT Policy of the Company.

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 and members during FY 2025. Accordingly, the disclosure of particulars of the related party transactions in form AOC-2 as required under Section 134(3)(h) of the Act is not applicable.

Transactions entered with the related parties are disclosed in Note no. 36 under Notes to Accounts to the standalone financial statements in the Annual Report.

10. Directors and Key Managerial Personnel

Directors

As on March 31, 2025, the Board comprised of eight (8) members, including one (1) executive and seven (7) non-executive Directors, out of which four are independent.

The tenure of Dr. V. Sumantran (DIN: 02153989) as an Independent Director shall come to an end on close of business hours on May 27, 2025. Dr. Sumantran has conveyed his desire not to seek re-election for a second term and therefore, he shall cease to be an Independent Director and Chairman of the Board effective May 28, 2025. The Board and management placed on record their appreciation for the contribution made by Dr. Sumantran during his tenure with the Company.

Upon the recommendation of Nomination and Remuneration Committee, the Board at its meeting held on April 24, 2025, has approved the appointment of Mr. Michael G. Whitaker (DIN: 02846728) as an additional Director in the category of Independent Director of the Company for a term of five (5) years effective from the date of receipt of security clearance from Ministry of Civil Aviation, subject to approval of the shareholders of the Company.

In terms of applicable provisions of the Act and the Articles of Association of the Company, Mr. Meleveetil Damodaran, Non-executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting. The Board has recommended the re-appointment of Mr. Damodaran as Director at the ensuing AGM.

In the opinion of the Board, the Independent Directors of the Company are persons of high repute and integrity and possess relevant expertise and experience in their respective fields. They fulfil the conditions specified in the Act, rules made thereunder and SEBI LODR Regulations and are independent of the management.

The Company has received requisite declaration of independence from all Independent Directors in terms of the Act and SEBI LODR Regulations, confirming that they continue to meet the criteria of independence and of their registration with the Indian Institute of Corporate Affairs (IICA) database.

None of the Directors on the Board have been debarred or disqualified by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other statutory authority from being appointed or continuing as Directors of companies.

Key Managerial Personnel

There was no change in the Key Managerial Personnel of the Company during FY 2025.

Mr. Rahul Bhatia - Managing Director, Mr. Pieter Elbers - Chief Executive Officer, Mr. Gaurav Manoher Negi - Chief Financial Officer and Ms. Neerja Sharma - Company Secretary and Chief Compliance Officer are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

11. Number of meetings of the Board

The Board met eleven (11) times during the year. The details regarding number of Board meetings and attendance of Directors in such meetings, forms part of the report on Corporate Governance annexed to this Annual Report.

12. Committees of the Board

As on March 31, 2025, 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 reference, and number of committee meetings held during FY 2025 and the attendance of the Committee members at each meeting forms part of the report on Corporate Governance annexed to this Annual Report.

During FY 2025, all the recommendations made by committees were approved by the Board of Directors.

13. Annual Evaluation of the Board, its Committees and Individual Directors

Pursuant to the provisions of the Act and the SEBI LODR Regulations, an annual performance evaluation of the Board, its committees, the Chairperson and all Directors, including Independent Directors has been carried out for FY 2025. The evaluation is aimed at improving the effectiveness of all these constituents and enhancing their contribution to the functioning of the Board. On recommendation of the Nomination and Remuneration Committee (NRC), evaluation process for FY 2025, was conducted by circulating structured questionnaires covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, governance etc. to the Board Members. The questionnaires were supplemented by individual conversations with each of the Board Members. A similar exercise was carried out to evaluate the performance of each of the Board Committees and individual Directors. The evaluation process was led by the Chairperson of the NRC. The results of evaluation of the Directors, Board and its various Committees were subsequently discussed by the Board at its meeting and the areas for improvement of the functioning were noted. In a separate meeting of the Independent Directors, performance of the Non-Independent Directors, Chairperson of the Board and the Board as a whole were also discussed, taking into account the views of Executive and Non-Executive Directors.

14. Remuneration Policy

Your Company has adopted the ‘InterGlobe Aviation Limited – Nomination and Remuneration Policy’ in compliance with provisions of the Act and SEBI LODR Regulations, for identification, selection, appointment, removal and remuneration 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 website of the Company at https://www.goindigo.in/content/dam/goindigo/investor-relations/policies/2021/ InterGlobe-Nomination-and-Remneraion-Policy.pdf

There has been no change made in the Remuneration Policy during the year under review.

15. Succession Planning

At IndiGo, we follow 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 or vertical specific succession strategy to building a pool of fungible leaders who can assume new roles in any work context.

16. Risk Management Framework

The Company has implemented a comprehensive Enterprise Risk Management (ERM) framework guided by SEBI's principles for identification, assessment, and mitigation of risks. Drawing from globally recognized practices, including COSO and ISO 31000, the framework is tailored to align with the organization’s specific business needs. The Company has strong and robust internal processes to monitor & manage risks which forms an integral part of decision-making process.

The framework follows a continuous cycle involving objective-setting, risk identification, mitigation planning, and on-going monitoring to address potential risks proactively. The Risk Management Committee is entrusted with the responsibility to design, oversee, and evaluate risk management practices, conducting formal quarterly reviews and updating the risk calendar to reflect shifting priorities.

The committee meetings are convened quarterly to address critical areas like airline security and safety, supply chain disruptions, fuel and forex volatility, regulatory changes, litigation, cybersecurity, employee well-being, talent retention, sustainability, business continuity, reputation management, aircraft operations, and any new risks identified by 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 (CSR)

IndiGo recognises its responsibility towards society and strives to make a positive impact through its CSR initiatives. Our commitment extends to reaching out not just with our planes, but also with our hearts. We believe that CSR is not merely a legal obligation, but a fundamental duty that we embrace wholeheartedly.

At IndiGo, we continuously endeavour to integrate CSR into our core strategies. Our CSR efforts reflect our deep-seated belief in giving back to society and making a difference in the lives of those we serve. A brief outline of the Company’s Corporate Social Responsibility policy and the initiatives or activities undertaken by the Company during FY 2025 are set out in Annexure - A to this Report, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The details regarding the CSR Committee, its composition and terms of reference have been included in the Corporate Governance Report.

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

There has been no change made in the CSR Policy during the year under review.

18. Statutory Auditors

M/s S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 301003E/E300005) were re-appointed as Statutory Auditors of the Company at the 21^st AGM held on August 23, 2024 to hold office for a second term of five consecutive years, until the conclusion of the 26^th AGM of the Company. M/s S.R. Batliboi & Co. LLP have audited the financial statements of the Company for the year under review. The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are self-explanatory and therefore, do not require further explanation. The Auditors’ Report does not contain any qualification, reservation or adverse remark. There were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

19. Secretarial Auditors

M/s. RMG & Associates, Company Secretaries (Firm Registration Number P2001DE016100) were appointed as Secretarial Auditors to conduct Secretarial Audit of the Company for FY 2025.

The Secretarial Audit Report for the said year is annexed and forms part of this report as Annexure - B. The Report does not contain any qualification, reservation or adverse remark. There were no frauds reported by the Secretarial Auditors to the Board under Section 143(12) of the Act.

Pursuant to regulation 24A(2) of the SEBI LODR Regulations, the Company has obtained Secretarial Compliance Report for FY 2025 certified by the Secretarial Auditors, M/s. RMG & Associates, on compliance with all applicable SEBI Regulations and circulars/ guidelines issued thereunder. The copy of the said report will be submitted to the Stock Exchanges and shall also be made available on the website of the Company.

In terms of amended provisions of regulation 24A of SEBI LODR Regulations, effective April 1, 2025, the Board has recommended the appointment of M/s RMG & Associates, Company Secretaries (Firm Registration Number P2001DE016100) as Secretarial Auditors of the Company for a period of five years effective FY 2026.

20. Whistleblower Policy / Vigil Mechanism

The Company believes it is important to listen to whistleblowers as part of our commitment to sustainable growth and good governance. Any actual or potential violation of the Company’s Code of Conduct or any law governing the Company, howsoever insignificant is a matter of serious concern. We recognize that timely reporting of such violations can help prevent or minimize reputational and financial losses for the Company.

In accordance with Section 177(9) of the Act and Regulation 22 of the SEBI LODR Regulations, the Company has established a Whistleblower / Vigil Mechanism that enables timely and reliable reporting of actual or suspected violations. As part of this mechanism, the Company has adopted a Whistleblower Policy that outlines procedures for employees and other stakeholders to report unacceptable practices, misconduct, or violations of the Code of Conduct or applicable laws. The Policy provides necessary safeguards to protect whistleblowers from victimisation and retaliation and allows direct access to the Chairperson of the Audit Committee in exceptional cases. During FY 2025, no person was denied access to the Chairperson of the Audit Committee.

The whistleblower Policy is available on the Investor Relations section of the Company’s website at: https://www.goindigo.in/ content/dam/s6web/in/en/assets/investor-relations/policies/2024/Whistleblower-Policy_Updated_02-07-2024.pdf

The whistleblowing mechanism also includes a helpline called "6E Ethics Helpline," which offers five channels for reporting violations i.e. a toll-free hotline, email, web portal, chatbot, and postal mail. Four of these channels allow anonymous reporting. IndiGo takes pride in the successful implementation of its whistleblowing helpline, which has helped build trust and confidence among employees and other stakeholders to voice their concerns. All complaints are taken seriously and reviewed promptly. Investigations are conducted objectively and independently, adhering to the principles of natural justice. Depending on the nature and severity of the violation of the Code of Conduct, Company policies, or applicable laws, appropriate action is taken.

The Audit Committee oversees the implementation of the Policy and reviews complaint resolution on a quarterly basis.

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

The Company maintains a zero-tolerance policy towards sexual harassment at the workplace and is committed to providing a safe and respectful work environment for all employees. While the POSH Act specifically addresses complaints reported by women, IndiGo has adopted a gender-neutral policy to ensure protection and redressal for all individuals, regardless of gender, who may face harassment at the workplace.

To address such concerns, the Company has constituted an Internal Committee (ICC). A senior lady colleague serves as the Presiding Officer of the ICC. The Committee also includes an external member who is a qualified lawyer. The ICC ensures that all matters are handled and resolved in a timely and effective manner, in accordance with the POSH Act.

In addition to the ICC, the Company has also constituted an Employer’s Committee comprising senior leaders of the Company to support its POSH framework. We have in place a robust internal mechanism and a comprehensive policy on the Prevention of Sexual Harassment at Workplace to manage such cases. All employees are sensitised about the policy from their first day of employment. Regular awareness programs and campaigns are conducted, which include guidance on the process for filing complaints and details of ICC members. This information is prominently displayed across all our workplace locations.

All investigations are conducted objectively, sensitively, and fairly, without presuming any prima facie guilt of the respondent. The highest standards of confidentiality are maintained throughout the process.

For details on the cases reported and resolved during FY 2025 and the mechanism followed by the Company while dealing with such cases, please refer to the Business Responsibility and Sustainability Report forming part of the Annual Report.

22. Internal financial Controls 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:

Timely preparation of reliable financial information

Effectiveness and efficiency of operations

Accuracy and completeness of the accounting records

Adequacy of safeguards for assets

Prevention and detection of frauds and errors

Ensuring that transactions are carried out with adequate authorisation and complying with Corporate Policies and Processes.

The details in respect of IFC and their adequacy are included in the Management Discussion and Analysis Report, which forms part of the Annual Report. Nonetheless, Company recognises that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

23. Particulars of Loans, Investments and Guarantees

The particulars of loans, investments and guarantees as on March 31, 2025, covered under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as amended and SEBI LODR Regulations, are given in the note no. 8 and 9 to the standalone financial statements of the Company.

24. Material Changes and Commitments affecting the Financial Position of the Company, between the end of the financial Year 2025 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 the financial year and the date of this Report.

25. Management Discussion and Analysis report

The Management Discussion and Analysis Report on the Company’s financial and operational performance, industry trends and other required details prepared in compliance with Regulation 34 of the SEBI LODR Regulations for FY 2024 forms part of the Annual Report.

26. Report on Corporate Governance

In compliance with Regulation 34 read with Schedule V of the SEBI LODR Regulations, the Report on Corporate Governance of the Company, 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 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 part of the Annual Report.

27. Business Responsibility and Sustainability Report

In compliance with Regulation 34 of the SEBI LODR Regulations, the Business Responsibility and Sustainability Report for FY 2025 describing various initiatives undertaken from an ethical, environment, social and governance perspective during FY 2025 forms part of the Annual Report.

28. Annual Return

In terms of Sections 92(3) and 134(3)(a) of the Act, annual return for FY 2025 is available under the ‘Investors’ section of the Company’s website at: https://www.goindigo.in/information/investor-relations.html?linkNav=Investor%20Relations%7CGet%20 to%20Know%20Us%7CFooter

29. Significant Material Orders passed by the Regulators, Courts and Tribunals

During the FY 2025, there were no significant material orders passed by the regulators, courts or tribunals impacting the going concern status of the Company and its operations in future.

30. Awards and Recognitions

These details have been captured in "Awards & Recognitions" section of this Annual Report.

31. 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 Company’s 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 2025 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.

32. 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 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. 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. The said annexure is available for inspection by the members of the Company.

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

Mr. Rahul Bhatia, Managing Director of the Company has not received any remuneration or commission from the Company or any subsidiary of the Company.

33. Transfer to Investor Education and Protection Fund

In accordance with requirements of section 124 and 125 of the Act, the Company transferred INR 6,76,124 pertaining to unclaimed dividend for FY 2017 and 4,896 equity shares in respect of which the dividend remained unpaid or unclaimed for seven consecutive years to Investor Education and Protection Fund (IEPF) during FY 2025.

34. Conservation of Energy and Technology Absorption

Energy Conservation

IndiGo persistently strives to run its operations more efficiently to reduce fuel consumption and resultant fuel emissions. This endeavour entails IndiGo’s continuous commitment towards conservation of energy and motivates it to embrace newer technological advances. Several measures were taken for conservation of energy including fuel monitoring, enhancing pilot awareness about green policies, conducting engine washes, and initiating weight reduction programs and adherence to standard operating procedures (SOPs) to optimize fuel consumption.

Multiple air space optimisation initiatives like shortening of routes, optimum flight levels, promulgation of Required Navigation Performance (RNP) approaches, localiser performance with vertical guidance (LPV) approaches, reduction of distance through conditional routes (CDR) have resulted in significant reduction of carbon emissions.

One engine taxiing, optimum take-off and landing profiles, route optimization etc., also contribute significantly to efficient fuel consumption.

Fuel Management Information system was introduced to enhance fuel efficiency through optimised flight planning, and better visibility on key decision metrics. The system’s advanced analytics help identify opportunities, monitor progress and tracking of ongoing fuel efficiency initiatives.

The Company uses the ground support equipment powered by cleaner alternative fuels such as CNG and electricity, replacing conventional diesel-powered equipment to reduce the carbon emissions at airports.

Fleet modernisation is a critical energy conservation measure adopted by the Company, focusing on the procurement of next-generation fuel-efficient aircraft. During FY 2025, the Company inducted 58 Airbus NEO aircraft powered by CFM LEAP-1A engines which are approximately 15% fuel efficient compared to older generation aircraft.

Technology Absorption

The Company is dedicated to pioneering advancements in technology, consistently taking proactive steps to stay at the forefront of innovation. The launch of Electronic Flight Folder (EFF) is a significant milestone in IndiGo’s journey towards digital transformation and a paperless cockpit. This iPad-based application replaces traditional paper processes and provides pilots with real-time access to critical flight information, including weather updates, flight plans, and operational notices. This transition not only saves paper but also enables better fuel management contributing to lower carbon emissions, reinforcing IndiGo's commitment to sustainability and operational excellence.

The implementation of ‘NextGen EFB’ program for ATR Pilots is a crucial step in IndiGo's commitment to technological advancement. This program not only enhances operational efficiency but also empowers ATR pilots to have control over their pre-flight preparations, training and continuous learning.

The implementation of the Required Navigation Performance Authorisation Required (RNP AR) system enables aircraft to adhere to predetermined flight paths with remarkable accuracy, effectively mitigating the risks posed by the mountainous landscape.

In line with its vision of safety beyond standards, Company opted for TOS2 (Take Off Surveillance 2) functionality on Airbus fleet, that provides an additional layer of safety for take-off with the Flight Management System (FMS) performing the Liftoff distance check and Aircraft position check.

35. Foreign Exchange Earnings and Outgo

The details of foreign exchange earnings and outgo for FY 2025, on an accrual basis, are set out below:

36. Other disclosures and confirmations

a) The Company has not accepted any deposits, including from the public, and, as such, no amount of principal or interest on public deposit was outstanding as on the date of this report.

b) The Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

c) The Company has complied with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

d) Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

e) There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which materially impacts the business of the Company.

f) There has been no change in the nature of the business of the Company during the year under review.

g) There were no instances where the Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

37. 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 employees of the Company who have stood strong and worked together as a team during the year.

The Board also takes this opportunity to express its gratitude to the Central and State governments, regulatory authorities, investors, bankers and all other stakeholders for their trust and support and reaffirms our commitment to be the airline of choice for all its stakeholders.