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Interglobe Aviation Ltd.

BSE: 539448 Sector: Services
NSE: INDIGO ISIN Code: INE646L01027
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VOLUME 93291
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Buy Qty 3.00
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Interglobe Aviation Ltd. (INDIGO) - Director Report

Company director report

Board's Report

Dear Shareholders

The Board of Directors of the Company (the "Board") have pleasure inpresenting their fifteenth report on the business operations of InterGlobe AviationLimited ("the Company" "Our Company" or "we") for thefinancial year ended March 2018.

1. Financial Results

The Company's financial performance for the year ended March 31 2018 is summarisedbelow:

(Rupees in million. except earnings per share)

Particulars 2017-18 2016-17
Revenue from operations 230208.87 185805.00
Other Income 9468.56 7890.70
Total Income 239677.43 193695.70
Profit before tax 31266.77 21443.40
Current Tax (6689.82) (4911.51)
Deferred tax credit / (charge) (2153.21) 59.99
Profit after Tax (PRT) 22423.74 16591.88
Other Comprehensive Income net of Tax 2.51 (21.72)
Total Comprehensive Income 22426.25 16570.16
Comings per equity shares of the face value of Rs. 10 each
Basic (Rs.) 60.03 45.94
Diluted (Rs.) 59.90 45.85

2. Financial Performance

The total income increased from Rs. 193695.70 million to Rs. 239677.43 millionthereby registering an increase of 23.74% over the previous financial year. The Profitafter tax increased from Rs. 16591.88 million to Rs. 22423.74 million a growth of 35.15% over the previous financial year. For details please refer to the standalone financialstatements forming part of this Annual Report.

3. Operational Performance

As of March 312018 the Company operated scheduled services to 50 destinationsincluding 8 international destinations with a fleet of 1 59 aircraft consisting of 32A320neo 1 21 A320ceo and 6 ATR.

The Company continued to be the leading airline in terms of on-time performance with anaverage OTP of 83.1 % at four key metros for the financial year ended March 31 2018.During the year under review the Company had a technical dispatch reliability of 99.85%and flight cancellation rate of 0.92%. The Company was awarded 20 routes covering 10additional destinations in the Phase II of bidding under the Regional Connectivity Scheme.

For detailed analysis of operational performance please refer to Management Discussionand Analysis Report forming part of this Annual Report.

4. Dividend

The Company has started purchasing some of the aircraft with its own free cash and willcontinue to do so in future. During the year under review the Company had purchased 6ATRs with its free cash. Based on Company's cash position profitability for the yearunder review and use of cash to purchase aircraft the Board has recommended a finaldividend of Rs. 6 per equity share of the face value of Rs.l 0 each for the financial yearended March 312018.

The Final Dividend subject to the approval of the MembeAs at the forthcoming AnnualGeneral Meeting will be paid to the Members whose names appear in the Register ofMembers/Register of beneficial owner as on the record date fixed for this purpose. Thetotal estimated amount of dividend payable if approved by the shareholders based on thecurrent paid up share capital of the Company is Rs. 2306.44 million (excluding corporatedividend tax).

5. Minimum Public Shareholding

During the year under review the Company had achieved the minimum public shareholdingin compliance with the requirements of Rule 19(2) and Rule 19(A) of the SecuritiesContracts (Regulations) Rules 1957 read with the SCSI (Listing Obligations and DisclosureRequirements) Regulations 201 5 (the "Listing Regulations") within thestipulated period of three years from the date of listing of equity shares of the Companyas allowed under Rule 19(2)(b)(ii) of the Securities Contracts (Regulations) Rules 1957.

In order to achieve the said minimum public shareholding the Company successfullycompleted an Institutional Placement Programme ('IPP') under Chapter Vlll-A of the SCSI(Issue of Capital and Disclosure Requirements) Regulations 2009 as amended pursuant towhich 33578421 equity shares having a face value of Rs. 10 each were allotted/allocated at an issue price of Rs. 1130 per equity share consisting of fresh issue of22385614 equity shares and an offer for sale of 11192807 equity shares by the sellingshareholders. Post IPP the Promoters of the Company through an 'offer for sale'collectively sold 11192807 equity shares of the Company to the Public shareholdersrepresenting 2.91% of the total paid up equity share capital of the Company. The said saleof the equity shares took place on a separate designated window of BSC Limited and theNational Stock exchange of India Limited and was undertaken in accordance with thecomprehensive guidelines on offer for sale by promoters through the Stock exchangeMechanism issued by the SCSI. As at March 312018 the shareholding structure of theCompany comprised of promoters' shareholding of 74.93% and public shareholding of 25.07%.

6. Utilisation of IPP proceeds

The proceeds of fresh issue of equity shares from IPP amounted to Rs. 24796.69 million(net of Company's share of fresh issue related expenses which has been adjusted againstSecurities Premium Reserve). As per the terms set out in the prospectus on "Use ofProceeds" the Company was required to use the net proceeds of the fresh issue forone or more of the following: acquisition of aircraft purchase of ground supportequipment repayment / prepayment of debt including finance leases for aircraft andgeneral corporate purposes. As at March 31 2018 71% of IPP proceeds were unutilised andtemporarily invested/ deposited in cash and cash equivalents including fixed depositsand/or debt mutual funds.

7. Composite scheme of arrangement amongst InterGlobe enterprises Limited RequireServices Private Limited and Other entities

During the year under review pursuant to a composite scheme of arrangement("Scheme") amongst InterGlobe enterprises Limited (erstwhile Promoter of theCompany) ("Transferor Company) InterGlobe Real Cstate Ventures Private Limited("Resultant Real Cstate Subsidiary") InterGlobe Business Solutions PrivateLimited (" Resultant ITSS Subsidiary") and Acquire Services Private Limited("Transferee Company") and their respective shareholders and creditors whichwas approved by the Hon'able Principal Bench of National Company Law Tribunal at New Delhivide its order dated November 24 201 7 the Real Cstate Undertaking and the ITSSUndertaking (as defined in the Scheme) of the Transferor Company stands demerged into theResulting Real Cstate Subsidiary and the Resultant ITSS Subsidiary respectively andfollowing which the residual Transferor Company stands amalgamated with the TransfereeCompany with effect from November 29 2017. Consequently all the assets and liabilitiesof the residual Transferor Company including its shareholding in the Company standstransferred to the Transferee Company.

with effect from the effective date i.e. November 29 2017 153649581 equity sharesof the Company held by the Transferor Company constituting 39.98% of paid up sharecapital of the Company were held by the Transferee Company in addition to the TransfereeCompany's existing shareholding in the Company of 10000 equity shares.

As a result of the restructuring there was no takeover of the Company by anotherCompany no change in the control management of the Company and no change in thepromoters' shareholding in the Company as both the Transferor Company and the TransfereeCompany forms part of Promoters of the Company

8. €mploYee stock option scheme

Pursuant to the approval of the shareholdeAs at the extraordinary General Meeting heldon June 25 201 5 the Company had adopted InterGlobe Aviation Limited - employee StockOption Scheme 201 5 ("Scheme") which was amended by the members through specialresolution passed through the Postal Ballot on September 07 2016. The Scheme was framedwith a view to reward the talented / key employees for their contributions in thesuccessful operations of the Companyand to provide an incentive to secure their continuedcontribution toward the future growth of the Company. The Company confirms that the Schemecomplies with the provisions of SCBI (Share Based employee Benefits) Regulations 2014.

During the year under review 552861 stock options granted under the Scheme wereexercised by the eligible employees to convert into equivalent number of equity shares ofthe Company. No employee has been issued stock options during the year equal to orexceeding one percent of the issued capital of the Company at the time of grant.

Details of all the shares issued under Scheme and the disclosures in compliance withSCBI (Share Based employee Benefits) Regulations 2014 are uploaded on Investor Relationssection of the website of the Company at www.goindigo.in

9. Increase in Share Capital

During the year under review 22385614 equity shares were allotted by the Companyunder IPP. Further the Company also allotted 552861 equity shares to the employees uponexercise of options under the Scheme. Consequently the issued subscribed and paid upcapital of the Company increased from 361468363 equity shares to 384406838 equityshares of Rs. 10 each aggregating to Rs. 3844.07 million as on March 312018.

10. Subsidiary Company

The Company has one subsidiary namely "Agile Airport Services PrivateLimited" ('Subsidiary'). The Company has complied with the corporate governancerequirements with respect to Subsidiary as specified in Regulation 24 and other provisionsof the Listing Regulations and the Companies Ret 201 3 (the "Ret").

In compliance with Section 129(3) of the Ret the Company has prepared the consolidatedfinancial statements of the Company which forms part of this Annual Report. Further astatement containing salient features of the financial statement of Subsidiary in theprescribed format ROC -1 is annexed to the consolidated financial statements.

Pursuant to the provisions of Section 1 36 of the Ret the standalone financialstatements of the Company the consolidated financial statements along with relevantdocuments and separate audited financial statements in respect of subsidiary areavailable at Investor Relations section of the website of the Company at www.goindigo.in

11. Related Party Transactions

all related party transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval wqs obtained from the Audit Committee for entering intotransactions which were repetitive in nature. During the year under review the details ofrelated party transactions entered into by the Company pursuant to omnibus approval werereviewed by the Audit Committee on a quarterly basis all the transactions entered intoby the Company during the year under review with the related parties were in the ordinarycourse of business and on arm's length basis.

During the year under review the Company had not entered into any transaction with itsrelated party (ies) which could be considered material requiring approval of the Board /members in accordance with the policy on materiality of related party transactions. Thedisclosure of related party transactions as required under Section 134(3)(h) of the Retin form ROC -2 is not applicable. Further the details of related party transactions isgiven at note 34 of the notes forming part to the standalone financial statementsattached to the Annual Report.

12. Directors and Key Managerial Personnel

Mr. flditya Ghosh President and Whole Time Director submitted his resignation on April26 2018. The Board accepted the resignation of Mr. Ghosh from the post of President ofthe Company effective July 31 2018 and as Director of the Company with effect from April26 2018. The Board placed on record its appreciation for all the hard work andcontributions and for the successes that the Company has enjoyed during his tenure.

Mr. Rahul Bhatia Non-Cxecutive Director of the Company was appointed as Interim Chiefexecutive Officer (Interim CCO) of the Company effective from April 27 2018. He willcontinue to be a Director of the Company.

Mr. Rakesh Gangwal Non-Cxecutive Director retires by rotation and being eligibleoffered himself for reappointment at the ensuing Annual General Meeting of the Company.

Mr. Devadas Mallya Mangalore and Dr. flnupam Khanna Independent Directors of theCompany have given the certificate confirming that they meet the criteria of independenceas laid down under Section 149(6) of the Ret read with Regulation 16(1)(b) of the ListingRegulations.

None of the Directors of the Company is disqualified to act as a Director under Section164(2) of the Ret.

13. Number of meetings of the Board

During the year under review eight meetings of the Board were held. For details ofmeetings of the Board please refer to the Corporate Governance Report which forms partof this Report.

14. Committees of the Board

As of March 312018 the Board had following five committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Corporate Social Responsibility Committee

iv. Stakeholders' Relationship Committee

v. Risk Management Committee

The Board at its meeting held on June 21 2017 combined the terms of reference of theCompensation Committee with the Nomination and Remuneration Committee. Thereafter theCompensation Committee was dissolved.

The Board had constituted an Issue of Securities Committee on July 31201 7 for issueof securities to achieve the minimum public shareholding through a public offer includingan Institutional Placement Programme (IPP). The said Committee was dissolved on October 9201 7 post the allotment.

The details of the composition meetings and terms of references of the above statedcommittees are included in the Corporate Governance Report which forms part of thisReport.

15. Board €voluotion

The Board had carried out an annual performance evaluation of its own performance itscommittees and all the Directors pursuant to the requirements of the Ret and the ListingRegulations.The process of evaluation was undertaken through discussions amongst theDirectors on the basis of criteria formulated by the Nomination and Remuneration Committeesuch as the composition of Committees understanding of Company's principles and values.Board effectiveness in providing guidance to the management and processes followed at themeetings etc.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of criteria such as constitution and composition ofCommittees effectiveness of performance of the committees as outlined in their terms ofreference.

The evaluation of the Independent Directors and other individual Directors' performancewas made by the entire Board on the basis of criteria such as attendance and activeparticipation in the meetings constructive engagement and contribution and inputs inmeetings etc.

In a separate meeting of Independent Directors the performance of Non-IndependentDirectors the Chairman of the Board and the Board as a Whole was also evaluated by theIndependent Directors and the recommendation of the Independent Directors were presentedto the Board.

16. Remuneration Policy

The Board on the recommendation of the Nomination and Remuneration Committee framed apolicy "InterGlobe Aviation Limited - Nomination and Remuneration Policy"relating to Directors' appointment and their remuneration including the criteria fordetermining qualifications positive attributes independence of a Director and othermatters as specified in Section 1 78(3) of the Ret. The details of the policy are given atInvestor Relations section of the website of our Company www.goindigo.in

17. Risk Management

The Company has developed Si implemented an enterprise risk management frameworkthrough which it identifies monitors mitigates Si reports key risks that impacts itsability to meet the strategic objectives.

The Board has constituted a Risk Management Committee to frame implement and monitorthe risk management plan for the Company. The Committee is responsible for reviewing therisk management plan and ensuring its effectiveness. The Audit Committee has an additionaloversight in the areas of financial risks and controls.

The Company has also in place a risk management policy to address risks such as foreignexchange risk fuel price risk and interest rate risk which was reviewed and approved bythe Board.

18. Corporate Social Responsibility

In compliance with the requirements of Section 1 35 of the Act read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the Board has constituted aCorporate Social Responsibility Committee. The details pertaining to the compositionmeetings and terms of reference of the committee are included in the Report on CorporateGovernance which forms part of this Report.

The brief outline of the corporate social responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in flnnexure - fl of this report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014. The policy is available at Investor Relationssection of the website of the Company at www.goindigo.in

Our CSR programs have a periodicity of 3-5 years and for better monitoring of theprograms and fund utilisation we have broken up the total amounts into tranches spreadacross the project period hence resulting in lesser utilisation of earmarked budget forthe financial year 201 7-18.

19. Statutory Ruditors

B S R & Co. LLP Chartered Accountants (Registration no. 101 248W/W - 100022)were appointed as Statutory Auditors of the Company at the Annual General Meeting held onSeptember 04 2014 for a term of five consecutive years pursuant to the requirements ofSection 1 39 of the Act. The Statutory Auditors have submitted a certificate as requiredunder Section 1 39(1) of the Act confirming that they meet the criteria provided inSection 141 of the Act.

The Report given by the Statutory Auditors on the standalone financial statements ofthe Company and the consolidated financial statements of the Company for the financialyear ended March 312018 forms part of this Annual Report. There has been noqualification reservation adverse remark or disclaimer given by the Statutory Auditorsin their Report.

20. Secretarial Ruditors

Sanjay Grover Si Associates a firm of practicing Company Secretaries carried out thesecretarial audit of compliance with the Act read with the rules made thereunder theListing Regulations Si other applicable regulations as prescribed by SCSI Foreignexchange Management Act 1999 and other laws specifically applicable to the Company. Thesecretarial audit report is attached to this Report as Annexure - B and does not containany qualifications reservations or adverse remarks or disclaimer which calls for anyexplanation from the Board.

21. Whistle Blower Policy / Vigil Mechanism

In compliance with the provisions of Section 177 of the Act read with Regulations 22 ofthe Listing Regulations the Company has adopted a Whistle Blower Policy and hasestablished the necessary vigil mechanism for directors and employees to report concernsabout unethical behavior actual or suspected fraud or violation of the Company'spolicies. The Audit Committee on a quarterly basis reviews the status of complaintssummary of findings and action taken in accordance with the policy. The policy isavailable at Investor Relations section of the website of the Company at www.goindigo.in

22. Internal Financial Control and their adequacy

The Company has an adequate Internal Financial Control (IFC) system which ensures thatthe transactions are authorised recorded and reported correctly. The Company's IFC systemhas been designed to provide reasonable assurance regarding the following:

• effectiveness and efficiency of Operations

• Adequacy of safeguards for assets

• Prevention and detection of frauds and errors

• Accuracy and completeness of the accounting standards (Ind AS)

• Timely preparation of financial statements

The Company's IFC system also comprises due compliances with Company's policies andStandard Operating Procedures (SOP) and is subject to periodic testing by the managementof the Company.

23. Public deposits

The Company has not accepted any deposit during the year under review under theprovisions of the Act and the rules framed thereunder

24. Particulars of loans investments guarantees

The particulars of loans guarantees and investments covered under Section 186 of theAct read with the Companies (Meetings of Board and its Powers) Rules 2014 as on March312018 are given at note no. 5 and 6 of the notes forming part of the standalonefinancial statements forming part of this Annual Report.

25. Management Discussion and Analysis Report

The Management's Discussion and Analysis Report on Company's operational performanceindustry trends and other required details prepared in compliance of Regulation 34 of theListing Regulations forms part of this Annual Report.

26. Corporate Governance Report

A separate report on Corporate Governance together with a certificate from theSecretarial Auditors of the Company regarding compliance of conditions of CorporateGovernance in compliance of Regulation 34 of the Listing Regulations forms part of thisAnnual Report. Certificate of the Interim CCO and the CFO of the Company in terms ofListing Regulations inter-alia confirming the correctness of the financial statementsand cash flow statements adequacy of the internal control measures and reporting ofmatters to the Audit Committee also forms part of this Report.

27. Business Responsibility Report

A separate Business Responsibility Report dealing with the various initiatives taken bythe Company on the environment social and governance front in compliance of Regulation 34of the Listing Regulations forms part of this Annual Report.

28. €xtroct of Annual Return

The extract of annual return in prescribed form MGT 9 as required under Section 92(3)of the Act read with Rule 1 2 of the Companies (Management and Administration) Rules 2014is given in Annexure - C which forms part of this Report.

29. Significant material orders passed by the Regulators Courts and Tribunals

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

30. Prevention and prohibition of sexual harassment of women at work place

The Company strongly believes in providing a healthy work environment that is free ofany discrimination and harassment for each and every individual working for the Companythrough various interventions and practices. It is our continued endeavor to create anenvironment that enables employees to work without any fear of prejudices gender bias andharassment including sexual harassment. The Company has adopted a policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisions ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and rules made thereunder. During the year under review the Company had conductedvarious workshops and interactive awareness programs for sensitizing the employees withthe provisions of the aforesaid Act.

Pursuant to requirements of the aforesaid Act read with rules made thereunder theCompany has constituted an internal complaints committee to deal with the complaintsreceived by the Company. During the year under review 9 complaints were received by theCompany and the same were investigated and resolved. Further the Company has alsosubmitted the annual return pertaining to FV 2017-18 to the local authority in complianceof the aforesaid Act.

31. Awards and recognitions

During the year under review the Company won multiple awards and recognitions bothinternational and national. Some of the significant awards are as follows:

• Awarded the 'Best Low Cost Airline' at the SKVTRAX World Airline Award 201 7 for8th consecutive year

• Awarded the 'Best Low Cost Airline - Domestic' and 'Best International Low CostAirline Out of / Into India' for FV 201 7-18 by the Rir Passengers Association of India(RPRI)

• Awarded 'Superstar Airline of the Vear' and 'Best Rirline of the Vear' at the 6thAnnual GMR - IGI Airport Awards 201 7

• Awarded 'excellence in Learning Si Development' by Society for Human ResourceManagement (SHRM) at SHRM India HR excellence Awards

• Awarded 4th Most Punctual Airline Globally by OAG Punctuality League2018

• Awarded 'Best Low Cost Airline in Asia' by Trip Advisor Travelers' Choice Award2018

• Awarded 'On-time Airline of the Vear - Domestic' 'Passenger Airline of the Vear- International Low Cost' 'Customer Choice Airline of the Vear - Domestic' 'PassengerAirline of the Vear - Domestic Low Cost' 'Transformational Process Idea' and 'Airlinewith best growing network - Domestic' by Bangalore International Airport Limited (BIAL)Pinnacle Awards 2018.

• Awarded 'International Award for excellence in Air Cargo in the category CargoAirline of the Vear - Aegion - India by STAT Times.

32. Directors' Responsibility Statement

Pursuant to Section 1 34(5) of the Act the Board to the best of its knowledge andability confirm that:

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

ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the 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 the Company andsuch internal financial controls are adequate and operating effectively;

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

33. Particulars of employees

The information required under Section 197(12) of the Act read with Aule 5(1) of theCompanies (Appointment and Aemuneration of Managerial Personnel) Aules 2014 is given inAnnexure - D attached to this Aeport. Further the information required under Aule 5(2)Si Aule 5(3) of the Companies (Appointment and Aemuneration of Managerial Personnel)Aules 2014 pertaining to the names of top ten employees and other particulars ofemployees is provided in a separate annexure. In terms of Section 1 36 of the Act thereport and the accounts are being sent to the members excluding the said annexure and thesame is available for available for inspection at the Aegistered office of the Companyduring business hours.

34. Conservation of Cnergy Technology Rbsorption

The Company persistently strives to run its operations more efficiently to reduce itsfuel consumption and thus emissions. This endeavor entails the Company's continuouscommitment towards conservation of energy and an ardent proclivity to engage in newertechnological advances.

The Company provides an adequate fuel for sectors after evaluating various traffictrends thus avoiding any additional/ unnecessary fuel upliftment installing software foraccurate flight planning which provides accurate maps and most efficient flight pathincreasing the accuracy of Flight plan by providing it again one hour prior to departureincorporating latest payload Si weather information restricting the use of auxiliarypower units employing continuous descent approaches and economy cruise speeds minimisingaircraft weight by removing unnecessary equipment and optimising engine settings fortake-off and climb. Fuel consumption is directly proportional to the weight of anaircraft. The Company has sought to reduce the weight of the aircraft by selecting lighterseats and by choosing to not have in-flight entertainment system. Additionally theCompany has adopted conservation of fuel consumption policies which are inculcated in allpilots and engineering staff training procedures.

The Company has also adopted fuel policies designed to reduce costs on the groundincluding the use of the Cco-Power Cngine Wash process for our engines the use of groundequipment in place of aircraft auxiliary power units which consumes more fuel use ofsingle engine for taxing on ground and other engineering/operations protocols. Thesepolicies are all designed to optimise fuel consumption reduce carbon footprint andthereby finally reducing costs.

all the A320 aircraft delivered to us since September 2008 use International AeroEngines SelectOne engines. These engines use various technological advancements to reduceaircraft fuel consumption compared to previous IAC engines. Our Company's fleet ofaircraft includes A320neo aircraft which are up to 1 5% more fuel efficient than thecurrent A320 without sharklet aircraft. In the last one year 32 in service A320neoaircraft have operated 58242 flights thereby reducing carbon emissions by 102.4T duringthe year under review.

35. Foreign exchange earnings and outgo

The details of foreign exchange earnings and outgo for the year ended March 312018 areset out below:

Particulars 1 Amount (Rs. in million)
Foreign exchange earnings 18528.80
Foreign exchange outgo 75 545 *0

36. Acknowledgements

The Board wish to thank all employees bankers vendors government regulatoryauthorities and other stakeholders for their continued support and cooperation.

We also take this opportunity to express our gratitude to investors for their continuedfaith in the Company.

On behalf of the Board of Directors of

InterGlobe Aviation Limited

Devadas Mallya Mangalore Aahul Bhatia
Chairman Non-Cxecutive Director and Interim CCO
DIN: 01804955 DIN: 00090860
Date: July 05 2018
Place: Gurgaon