Provisions are recognised when the Company has apresent obligation (legal or constructive) as a result ofa past event, it is probable that an outflow of resourcesembodying economic benefits will be required tosettle the obligation and a reliable estimate can bemade of the amount of the obligation.
If the effect of the time value of money is material,provisions are discounted using a current pre-taxrate that reflects, when appropriate, the risks specificto the liability. These estimates are reviewed at eachreporting date and adjusted to reflect the currentbest estimates. The expense relating to a provisionis recognised in the statement of profit and loss.
A financial instrument is any contract that givesrise to a financial asset of one entity and a financialliability or equity instrument of another entity.
Initial recognition and measurement
All financial assets (except trade receivables) arerecognised initially at fair value plus transaction
costs that are attributable to the acquisition ofthe financial asset. Transaction costs directlyattributable to the acquisition of financial assetsor financial liabilities at fair value through profit orloss are recognised immediately in profit or loss.Except for those trade receivables that do notcontain a significant financing component and aremeasured at the transaction price in accordancewith Ind AS 115. The Company applies ExpectedCredit Loss (ECL) model for measurement andrecognition of impairment loss.
Subsequent measurement
For purposes of subsequent measurement,financial assets are classified in four categories:
• Debt instruments at amortised cost;
• Debt instruments at fair value through othercomprehensive income ('FVTOCI');
• Debt instruments and derivatives at fair valuethrough profit or loss ('FVTPL'); or
• Equity instruments at fair value through profitor loss ('FVTPL') or at fair value through othercomprehensive income ('FVTOCI')
Debt instruments at amortised cost
A 'debt instrument' is measured at the amortisedcost if both the following conditions are met:
a. The asset is held within a business modelwhose objective is to hold assets for collectingcontractual cash flows; and
b. Contractual terms of the asset give rise onspecified dates to cash flows that are solelypayments of principal and interest ('SPPI') onthe principal amount outstanding.
This category is the most relevant to the Company.After initial measurement, such financial assetsare subsequently measured at amortised costusing the effective interest rate ('EIR') method.Amortised cost is calculated by taking into accountany discount or premium on acquisition and feesor costs that are an integral part of the EIR. TheEIR amortisation is included in finance income inthe statement of profit and loss. The losses arisingfrom impairment are recognised in the statementof profit and loss.
Debt instrument at FVTOCI
A 'debt instrument' is classified as at the FVTOCI ifboth of the following criteria are met:
a. The objective of the business model isachieved both by collecting contractual cashflows and selling the financial assets; and
b. The asset's contractual cash flows representSPPI.
Debt instruments included within the FVTOCIcategory are measured initially as well as at eachreporting date at fair value. Fair value movementsare recognized in the other comprehensive income('OCI'). However, the Company recognizes interestincome, impairment losses and reversals andforeign exchange gain or loss in the statementof profit and loss. On derecognition of the asset,cumulative gain or loss previously recognised inOCI is reclassified to statement of profit and loss.The Company does not have any debt instrumentas at FVTOCI.
Debt instrument at FVTPL
FVTPL is a residual category for debt instruments.Any debt instrument, which does not meet thecriteria for categorization as at amortized cost oras FVTOCI, is classified as at FVTPL.
In addition, the Company may elect to designate adebt instrument, which otherwise meets amortizedcost or FVTOCI criteria, as at FVTPL. However,such election is allowed only if doing so reducesor eliminates a measurement or recognitioninconsistency (referred to as 'accountingmismatch'). The Company has not designated anydebt instrument as at FVTPL.
Debt instruments included within the FVTPLcategory are measured at fair value with allchanges recognized in the statement of profitand loss. The Company does not have any debtinstrument at FVTPL.
Equity investments
All equity investments in scope of Ind AS 109 aremeasured at fair value. Equity instruments whichare held for trading are classified as at FVTPL.For all other equity instruments, the Companydecides to classify the same either as at FVTOCI orFVTPL. The Company makes such election on aninstrument-by-instrument basis. The classificationis made on initial recognition and is irrevocable.
If the Company decides to classify an equityinstrument as at FVTOCI, then all fair valuechanges on the instrument, excluding dividends,are recognized in the OCI. There is no recyclingof the amounts from OCI to statement of profitand loss, even on sale of investment. However, theCompany may transfer the cumulative gain or losswithin equity.
Equity instruments included within the FVTPLcategory are measured at fair value with allchanges recognized in the statement of profit andloss. The Company has classified its investments
in mutual funds as investments at FVTPL andinvestments in unquoted equity instruments asinvestments in OCI.
Derecognition
The Company derecognises a financial asset whenthe contractual rights to the cash flows from theasset expire, or when it transfers the financialasset and substantially all the risks and rewardsof ownership of the asset to another party. If theCompany neither transfers nor retains substantiallyall the risks and rewards of ownership and continuesto control the transferred asset, the Companyrecognises its retained interest in the asset and anassociated liability for amounts it may have to pay.If the Company retains substantially all the risksand rewards of ownership of a transferred financialasset, the Company continues to recognise thefinancial asset and also recognises a collateralisedborrowing for the proceeds received.
On de-recognition of a financial asset in its entirety,the difference between the asset's carryingamount and the sum of the consideration receivedand receivable is recognised in the statement ofprofit and loss.
Impairment of financial assets
The Company applies expected credit loss modelfor recognising impairment loss on financial assetsmeasured at amortised cost.
The Company follows 'simplified approach' forrecognition of impairment loss allowance on tradereceivables. The application of simplified approachdoes not require the Company to track changesin credit risk rather, it recognises impairment lossallowance based on lifetime expected credit loss('ECL') at each reporting date, right from its initialrecognition.
For recognition of impairment loss on loans andother financial assets, the Company determinesthat whether there has been a significant increasein the credit risk since initial recognition. If creditrisk has not increased significantly, 12-month ECLis used to provide for impairment loss. However,if credit risk has increased significantly, lifetimeECL is used. If, in a subsequent period, creditquality of the instrument improves such that thereis no longer a significant increase in credit risksince initial recognition, then the entity reverts torecognising impairment loss allowance based on12-month ECL.
Lifetime ECL are the expected credit lossesresulting from all possible default events overthe expected life of a financial instrument. The12-month ECL is a portion of the lifetime ECL
which results from default events that are possiblewithin 12 months after the reporting date.
As a practical expedient, the Company uses aprovision matrix to determine impairment lossallowance on portfolio of its trade receivables. Theprovision matrix is based on its historically observeddefault rates over the expected life of the tradereceivables and is adjusted for forward-lookingestimates. At every reporting date, the historicalobserved default rates are updated and changes inthe forward-looking estimates are analysed.
Impairment loss allowance (or reversal) for theyear is recognized in the statement of profit andloss.
All financial liabilities are recognised initially atfair value and, in the case of financial liabilitiesat amortized cost, net of directly attributabletransaction costs.
All financial liabilities (except derivatives and fairvalue liabilities) are subsequently measured atamortised cost using the effective interest ratemethod.
The effective interest method is a method ofcalculating the amortised cost of a financial liabilityand of allocating interest expense over the relevantperiod. The effective interest rate is the rate thatexactly discounts estimated future cash payments(including all fees and points paid or received thatform an integral part of the effective interest rate,transaction costs and other premiums or discounts)through the expected life of the financial liability,or (where appropriate) a shorter period, to the netcarrying amount on initial recognition.
A financial liability is derecognised when theobligation under the liability is discharged orcancelled or expires. When an existing financialliability is replaced by another from the samelender on substantially different terms, or the termsof an existing liability are substantially modified,such an exchange or modification is treated asthe derecognition of the original liability and therecognition of a new liability. The difference in therespective carrying amounts is recognised in thestatement of profit and loss.
Financial assets and financial liabilities are offsetand the net amount is reported in the balance
sheet if there is a currently enforceable legal rightto offset the recognised amounts and there is anintention to settle on a net basis, to realise theassets and settle the liabilities simultaneously.
These are measured at cost in accordance with IndAS 27 'Separate Financial Statements'.
Inventories comprising expendable aircraft spares,miscellaneous stores and in-flight inventorieswhich are valued at cost or net realizable value,whichever is lower after providing for obsolescenceand other losses, where considered necessary. Costincludes cost of purchase and other costs incurredin bringing the inventories to their present locationand condition and is determined on a weightedaverage basis. Net realisable value is the estimatedselling price in the ordinary course of business,less the estimated costs of completion and theestimated costs necessary to make the sale.
Cash incentives
The Company receives incentives from originalequipment manufacturers ('OEMs') of aircraftcomponents in connection with acquisition ofaircraft and engines. In case of owned aircraft,incentives are recorded as a reduction to the costof related aircraft and engines. In case of aircraftand engines held under leases, the incentives arerecorded as reduction to the carrying amount ofright to use assets at the commencement of leaseof the respective aircraft.
Where the aircraft is held under finance lease asper erstwhile Ind AS, the milestone incentives aredeferred and recognised under the head 'Otheroperating revenue' in the statement of profit andloss, on a straight line basis over the remaininginitial lease period of the respective aircraft forwhich the aircraft is expected to be used. In case ofprepayment of finance lease obligations for aircrafttaken on finance lease and consequently takingthe ownership of the aircraft, before the expiry ofthe lease term, the unamortised balance of suchdeferred incentive is recorded as a reduction to thecarrying value of the aircraft.
Non-cash incentives
Non-cash incentives relating to aircraft arerecorded as and when due to the Company bysetting up a deferred asset and a correspondingdeferred incentive. These incentives are recordedas a reduction to the cost of related aircraft andengines in case of owned aircraft. In case of aircraft
held under leases, the incentives are recorded asreduction to the carrying amount of right to useassets at the commencement of lease of therespective aircraft. The deferred asset explainedabove is reduced on the basis of utilization againstpurchase of goods and services.
u) Commission to agents
Commission expense is recognized as an expensecoinciding with the recognition of related revenuesconsidering various estimates including applicablecommission slabs, performance of individualagents with respect to their targets etc.
v) Share-based payment expense
Employees (including senior executives) of theCompany receive remuneration in the form ofshare-based payment transactions, wherebyemployees render services as consideration forequity instruments (equity-settled transactions).The cost of equity-settled transactions isdetermined by the fair value of instrument at thedate when the grant is made using an appropriatevaluation model.
That cost is recognised as employee benefitsexpense, together with a corresponding increasein stock options outstanding account in equityover the period in which the performance and/or service conditions are fulfilled. The cumulativeexpense recognised for equity-settled transactionsat each reporting date until the vesting datereflects the extent to which the vesting period hasexpired and the Company's best estimate of thenumber of equity instruments that will ultimatelyvest. The statement of profit and loss expense (orreversal) for a period represents the movementin cumulative expense recognised as at thebeginning and end of that period and is recognisedin employee benefits expense.
When the terms of an equity-settled award aremodified, the minimum expense recognised is theexpense had the terms had not been modified, if theoriginal terms of the award are met. An additionalexpense is recognised for any modification thatincreases the total fair value of equity-settledtransaction, or is otherwise beneficial to theemployee as measured at the date of modification.Where an award is cancelled by the entity or bythe counterparty, any remaining element of thefair value of the award is expensed immediatelythrough statement of profit and loss.
Operating segments are reported in a mannerconsistent with the internal reporting providedto the chief operating decision maker. The chief
operating decision maker is considered to be theBoard of Directors who makes strategic decisionsand is responsible for allocating resources andassessing performance of the operating segments.
A contingent liability is a possible obligation thatarises from past events whose existence will beconfirmed by the occurrence or non-occurrenceof one or more uncertain future events beyondthe control of Company or present obligation thatis not recognized because it is not probable thatan outflow of resources will be required to settlethe obligation. A contingent liability also arisesin cases where there is a liability that cannot berecognized because it cannot be measured reliably.The Company does not recognise a contingentliability but discloses its existence in the financialstatements.
Contingent assets are disclosed only when inflowof economic benefits therefrom is probable andrecognize only when realization of income isvirtually certain.
The Company has elected to present EBITDA as aseparate line item on the face of the statement ofprofit and loss. In its measurement, the Companydoes not include depreciation and amortization,finance income, finance costs and tax expense.
New and amended standards
The Ministry of Corporate Affairs ("MCA")notifies new standards or amendments to theexisting standards under Companies (IndianAccounting Standards) Rules as issued fromtime to time. MCA has notified below newamendments which were effective from 1April 2024.
MCA notified Ind AS 117, a comprehensivestandard that prescribe, recognition,measurement and disclosure requirements,
to avoid diversities in practice for accountinginsurance contracts and it applies to allcompanies i.e., to all "insurance contracts"regardless of the issuer. However, Ind AS 117is not applicable to the entities which areinsurance companies registered with IRDAI.
(b)Amendments to Ind AS 116 - Leaseliability in a sale and leaseback
The amendments require an entity torecognise lease liability including variablelease payments which are not linked toindex or a rate in a way it does not resultinto gain on right of use asset it retains.
Ministry of Corporate Affairs ("MCA") notifies newstandard or amendments to the existing standardsunder Companies (Indian Accounting Standards)Rules as amended from time to time. During theyear ended March 31, 2025, MCA has notifiedfollowing new standards or amendments to theexisting standards applicable to the Company:
(a) Lack of exchangeability - Amendments toInd AS 21: The amendments to Ind AS 21“The Effects of Changes in Foreign ExchangeRates”
The amendments specify how an entityshould assess whether a currency isexchangeable and how it should determinea spot exchange rate when exchangeabilityis lacking. The amendments also requiredisclosure of information that enables usersof its financial statements to understand howthe currency not being exchangeable intothe other currency affects, or is expectedto affect, the entity's financial performance,financial position and cash flows.
The amendments are effective for annualreporting periods beginning on or after April01, 2025. When applying the amendments,an entity cannot restate comparativeinformation. The Company has reviewedthe new pronouncements and based onits evaluation has determined that theseamendments do not have a significant impacton the financial statements.
* The Company has identified its fleet of passenger aircrafts and freighter aircrafts as separate cash generating units (CGUs)and accordingly performed impairment assessment of passenger aircrafts in accordance with the accounting principlesunder Ind AS 36 and determined the value-in-use of its cash generating units (CGUs) to compare it with the carrying value.Management periodically assesses whether there is an indication that the asset may be impaired using a comparision betweencarrying value of assets in books and the recoverable amount.
Recoverable value is considered as higher of fair value less costs of disposal and value in use.
Recoverable amount is value in use of the passenger aircrafts and freighter aircrafts and is based on discounted cash flowmethod classified as level 3 fair value hierarchy due to the inclusion of one or more unobservable inputs. There has been nochange in the valuation technique as compared to the previous years.
Key assumptions:
(a) Pre-tax discount rate - 1730% , reflecting the, weighted average cost of capital and specific risk factors.
(b) Considering the overall business and market scenario, the projections has been considered of five years.
(a) *The Company entered into a Business Transfer Agreement ("BTA") with its subsidiary namely SpiceXpress andLogistics Private Limited ("SXPL") on March 31, 2023 for transfer of its cargo business undertaking as a goingconcern, on slump sale basis, for a total consideration of Rs. 25,557.70 million. As per terms of the BTA, the slumpsale consideration is to be discharged by SXPL by issuance of securities in the combination of equity sharesand compulsorily convertible debentures. Pending issuance of securities, the consideration has been disclosedabove. During the previous year, SXPL has issued 5,000,000 shares of face value of Rs. 10 each, amounting toRs. 50.00 million.
(b) During the year, the Company has determined that there has been a significant increase in the credit risk sinceinitial recognition of aforesaid receivables on account of business performance including the future projections andrelevant economic and market conditions in which SXPL operates and accordingly, has assessed for expected creditloss, if any, with respect to such other receivables in accordance with the principles enunciated under Ind AS 109,Financial Instruments ('Ind AS 109'). The future casflows considers key assumptions such as discount rate (pre-taxrate) and growth rate. The discount rates used are based on weighted average cost of capital and reflects market'sassessment of the risk specific to the asset as well as time value of money.
*During the previous year, the Company has made following allotment on preferential basis in terms of SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018:
(a) On September 4, 2023, the allotment of 34,172,000 equity shares of the face value of Rs. 10 each and 131,408,514warrants, (having option to apply for and be allotted equivalent number of equity shares of the face value of Rs. 10each) at an issue price of Rs. 29.84 each on preferential basis to promoter group;
(b) On September 4, 2023, the allotment of 48,123,186 equity shares of the face value of Rs. 10 each at an issue priceof Rs. 48.00 each on preferential basis to certain aircraft lessors, consequent upon conversion of their existingoutstanding dues aggregating to Rs. 2,309.91 million; and
(c) During the month of January and February 2024, the allotment of 95,600,000 equity shares of the face value of Rs.10 each and 116,400,000 warrants, (having option to apply for and be allotted equivalent number of equity shares ofthe face value of Rs. 10 each) at an issue price of Rs. 50.00 each on preferential basis to non-promoter category.
“During the year, the promoter group exercised its option to convert 131,408,514 warrants into 131,408,514 equity shares,originally allotted on September 4, 2023, under the preferential allotment approved in terms of SEBI (Issue of Capital andDisclosure Requirements) Regulations, 2018 resulting in allotment of 131,408,514 equity shares of the face value of Rs. 10each at an issue price of Rs. 29.84 per share in the allotment committee meeting of the Board of Directors held on March18, 2025, which was adjourned and resumed on March 19, 2025, and thus the equity share capital of the Company hasbeen updated accordingly.
Moreover, the non-promoter category was allotted 10,000,000 warrants and 1,115,000 warrants on February 21, 2024 andMay 13, 2024 respectively under the preferential allotment approved in terms of SEBI (Issue of Capital and DisclosureRequirements) Regulations, 2018, at an issue price of Rs. 50 each who have exercised their option to convert thesewarrants into equity shares. Accordingly, 10,000,000 equity shares and 1,115,000 equity shares were allotted on May 13,2024 and August 14, 2024 respectively, and thus the equity share capital of the Company has been updated accordingly.
***The Fund Raising Committee of the Company, at its meeting held on September 20, 2024, approved the allotmentof equity shares of face value 10 each to eligible Qualified Institutional Buyers in accordance with SEBI (Issue of Capitaland Disclosure Requirements) Regulations, 2018 at a price of Rs. 61.60 per equity share (including a premium of Rs. 51.60per equity share). Pursuant to the allotment of these shares, the paid-up equity share capital of the Company increasedfrom Rs. 7,946.72 million comprising of 794,672,717 fully paid-up equity shares to Rs. 12,816.86 million comprising of1,281,685,703 fully paid-up equity shares for certain purposes as stated in the Placement Document
Out of the above QIP proceeds, Rs. 26,995.40 million have been utilised for the payment of statutory dues, settlement ofliabilities of creditors, ungrounding and maintenance, new fleet induction, employee related dues, airport dues. generalcorporate and share issue expenses and the balance has been temporarily invested. pending utilisation as on 31 March2025. Vide Board Resolution dated 25 February 2025, QIP proceeds amounting to Rs. 3000 million have been re allocatedfrom category designated for the purpose of "New fleet induction". Rs. 1500 million have been transferred to category"General Corporate Purposes" and Rs. 1500 million have been transferred to Category "Settlement/payment Of certainoutstanding liabilities Of the creditors including aircraft and engine lessors, engineering vendors, financiers".
The Company has only one class of equity shares having a face value of Rs. 10 per share. Each holder of equity shares isentitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend, if any, proposedby the board of directors is subject to the approval of the shareholders in the ensuing annual general meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets ofthe Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equityshares held by the shareholders
a During the previous year, the Company has availed term loan under Emergency Credit Line Guarantee Scheme ('ECLGS')from Yes Bank Limited amounting to Rs. 5,050.96 million (sanctioned amount Rs. 5,104.00 million). The loan is repayable in48 equal instalments commencing after 2 years from the date of first disbursement i.e. June 29, 2023 and carries an interestrate of 9.25% (1.00% spread over MCLR rate of the bank revised every year capped at 9.25% ). The loan is secured as follows:
- Second charge on movable fixed assets of the Company (both present and future);
- Second charge on current assets of the Company (both present and future) including receipts in foreign currency
and rupee credit (except lien marked deposits);
- Second charge on pledge of shares of the Company held by the Promoter;
- Second charge on current assets and movable fixed assets of SpiceXpress and Logistics Private Limited (subsidiary
entity); and
- 100% credit guarantee by National Credit Guarantee Trust Company Limited (NCGTC)
b The Company had availed term loan under Emergency Credit Line Guarantee Scheme ('ECLGS') from Yes Bank Limited
amounting to Rs. 1,509.80 million. The loan is repayable in 48 equal instalments commencing after 2 years from the date
of the first disburement i.e. October 6, 2022 and carries an interest rate of 9.25% (0.80% spread over MCLR rate of thebank revised every year capped at 9.25%). The loan is secured as follows:
- Second charge on movable fixed assets of the Company;
- Second charge on pledge of shares of the Company held by the Promoter; and
c. The Company had availed term loan under Emergency Credit Line Guarantee Scheme ('ECLGS') from Indian Bank Limited
amounting to Rs. 600.00 million. The loan is repayable in 48 equal instalments commencing after 2 years from the date
of first disbursement i.e. September 7, 2022 and carries an interest rate of 9.25% (1% spread over MCLR rate of the bankrevised every year capped at 9.25%). The loan is secured as follows:
- Second charge on existing credit facilities in terms of cash flow (including repayment); and
d. The Company had availed term loan under Emergency Credit Line Guarantee Scheme ('ECLGS') from Indian Bank Limitedamounting to Rs. 913.20 million (sanctioned amount: INR 1,286.40 million). The loan is repayable in 48 equal instalmentscommencing after 2 years from the date of the borrowing i.e. February 4, 2023 and carries an interest rate of 9.25%(1% spread over MCLR rate of the bank revised every year capped at 9.25% ). During the year, the Company has furtherreceived loan disbursement from Indian Bank amounting to 362.00 million (out of total sanctioned amount: INR 1,286.40million). The loan is secured as follows:
- Second charge on existing credit facilities in terms of cash flow (including repayment) and securities includingpledge of deposits, and;
- Second charge on current assets of the Company; and
e. The Company has availed term loan under Emergency Credit Line Guarantee Scheme ('ECLGS') from Yes Bank Limitedamounting to Rs. 1,275.17 million. The loan is repayable in 48 equal instalments commencing after 2 years from the date offirst bursement i.e. June 30, 2021 and carries an interest rate of 9.25% (0.80% spread over MCLR rate of the bank revisedevery year capped at 9.25%). The loan is secured as follows:
- Second charge on movable fixed assets;
- Second charge on current assets of the Company (both present and future) including receipts in foreign currencyand rupee credit (except lien marked deposits);
f. The Company had availed term loan under Emergency Credit Line Guarantee Scheme ('ECLGS') from IDFC Bank Limited('IDFC Bank') amounting to Rs. 200 million. The loan is repayable in 48 equal instalments commencing after 2 years fromthe date of the borrowing i.e. August 7, 2021 and carries an interest rate of 9.25% (1.00% spread over MCLR rate of thebank revised every year capped at 9.25%). The loan is secured as follows:
- Second pari-passu charge movable fixed assets and current assets of the Company;
- Second charge on land of the Company;
- Second charge on pledge of shares of the promoter of the Company (1.0x cover); and
g The External Commercial Borrowing ('ECB') relates to the acquisition of 'Bombardier Q400 Aircrafts', accordingly, securedagainst these aircrafts. The ECB has been approved by the Reserve Bank of India and is granted through a structurebetween the Company and Maple Leaf Financing Limited with lending from Export Development Canada ('EDC'). As perthe terms of the agreement, the Company may opt for either fixed or a floating rate of interest benchmarked to LIBOR foreach drawdown, which coincides with the delivery of each aircraft. The interest on this ECB ranges from 3.79% to 5.36%.During the previous year, the Company had negotiated revised payment schedule and repayment was to be commencedfrom July 2023. However, in the previous year, the Company had entered into settlement agreement with EDC whereinthe ECB amounting to Rs. 7,554.55 million (inclusive of interest) appearing in the books of accounts had been settledat Rs. 1,872.68 million which has been paid by the Company in the current year. The management of the Company hadrecognised the resulting write back of Rs. 5,681.87 million as 'other income' in the previous year.
(a) Provision for redelivery obligation: The Company has in its fleet, aircraft on lease. As contractually agreed under certainlease contracts, the aircraft have to be redelivered to the lessors at the end of the lease term under stipulated contractualreturn conditions. The redelivery obligations are determined by management based on historical trends and data, and arecapitalised at the present value of expected outflow, where effect of the time value of money is material.
(b) Provision for engine maintenance which represents additional accrual, beyond supplementary rentals, for the estimatedfuture costs of engine maintenance checks. These accruals are based on past trends for costs incurred on such events,future expected utilisation of engine, condition of the engine and expected maintenance interval and are recorded overthe period of the next expected maintenance visit.
The weighted average remaining period of stock options as at March 31, 2025 is 5.61 years (March 31, 2024: 5.98 years).
The weighted average share price on the date of exercise of stock options during the year was Rs. 50.57 (March 31, 2024: Rs. 60.57).Option excersiable as at March 31, 2025 is 52,500 (March 31, 2024: 388,000).
The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service getsa gratuity on departure at 15 days salary (last drawn salary) for each completed year of service subject to a maximum ofRs. 2.00 million. The scheme is unfunded and accordingly the disclosures relating to plan assets are not provided.
The following tables summarise the components of net benefit expense recognised in the Statement of profit and lossand amounts recognised in the balance sheet.
Sensitivities due to mortality and withdrawals are not material and hence impact of change due to these notcalculated.
The weighted average duration of defined benefit obligation is 6.06 years (700 years).
Salary increases - Actual salary increases will increase the plan's liability. Increase in salary increase rate assumptionin future valuations will also increase the liability.
Investment risk - If plan is funded then assets liabilities mismatch and actual investment return on assets lower thanthe discount rate assumed at the last valuation date can impact the liability.
Discount rate - Reduction in discount rate in subsequent valuations can increase the plan's liability.
Mortality and disability - Actual deaths and disability cases proving lower or higher than assumed in the valuationcan impact the liabilities.
Withdrawals - Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal ratesat subsequent valuations can impact plan's liability.
During the year, the Company recognized Rs. 260.77 million (March 31, 2024 - Rs. 323.56 million) as provident fundexpense under defined contribution plan and Rs. 8.46 million (March 31, 2024 - Rs. 15.63 million) for contributions toemployee state insurance scheme in the statement of profit and loss.
The Company's leased assets primarily consist of leases for aircraft, aircraft components (including engines) and buildings.The Company has several lease contracts that include extension and termination options and the management hasconsidered both the options in determination of lease term. Potential cash flows in relation to such extension options cannotbe ascertained since the cash outflow for the extended period will depend on the negotiations with the lessors in the eventof exercising the extension options. Under certain lease arrangements of aircraft, the Company incurs variable paymentstowards maintenance of the aircraft which are presented under "Supplemental lease charges - aircraft, engines and auxiliarypower units".
During the year ended March 31, 2025, the Company has recognized an expense of Rs. 7,901.31 million (March 31, 2024 Rs.7,135.88 million) on account of short term leases which represents leased aircraft, engines and auxiliary power units having alease term of less than 12 months and other short-term leases. The portfolio of other short-term leases to which the Company iscommitted at the end of the reporting period is not materially different from the portfolio of other short-term leases for whichexpense has been recognized during the year ended March 31, 2025.
iii. The goods and services tax related demand pertains to differential amount of IGST on account of incorrectclassification as per customs chapter tariff head pertaining to bills of entry in relation to imports of various goods,claim of input tax credit for exempt supplies and discrepancies in returns filed..
iv. The Company has received certain orders from customs authorities levying Integrated Goods and ServicesTax ('IGST') and basic customs duty on re-import of various aircraft engines and aircraft equipment repaired/replaced outside India, which is in the opinion of the Management and based on expert advice obtained, is notsubject to such levy. Accordingly, these amounts have been considered as recoverable. Further, in January 2021,the Company has received favourable order in reference to one of the matters for which tax is paid under protest,from the Customs Excise and Service Tax Appellate Tribunal ('CESTAT'), New Delhi in respect of this matter.During the year, the customs authorities have filed an appeal before the Hon'ble Supreme Court of India ('theSupreme Court') against the CESTAT order. The matter is yet to be decided by the Supreme Court and no stayon CESTAT order has been granted by the Supreme Court till date. Further, the customs authorities vide customsamendment notification dated 19 July 2021 has amended earlier customs exemption notification to reiterate theirposition that IGST is applicable on re-import of goods after repair. However, the Company based on the legaladvice from counsels, continues to believe that no IGST is payable on such re-import of repaired aircraft enginesand related parts. Accordingly, the above amounts, which is paid under protest till March 31, 2024 i.e. Rs. 619.58million have been shown as recoverable.
v. The Company has received a demand order for a sum of Rs. 77.28 million, and applicable interest, as well aspenalty of Rs. 77.28 million from the service tax department for non-remittance of service tax on reverse chargemechanism on certain payments made during the period April 18, 2006 to March 31, 2012. The Company iscontesting the order on the grounds that the services obtained by the Company were not liable to service taxunder the categories determined by the authorities and are hence not taxable services. Effective July 2012,pursuant to the enactment of the negative list of taxable services, the Company has been paying service tax onthese services received on reverse charge basis under the relevant provisions of the Finance Act, 1994. Basedon advice by tax consultants and internal evaluation, the Company has provided an amount of Rs. 77.28 million(including a portion of applicable interest) on a conservative basis (also refer note 31). However, the Companycontinues to contest the entire demand and has filed an appeal against the adverse order with the Customs,Excise and Service Tax Appellate Tribunal ('CESTAT') and is confident of its success. The balance amount of thematter under litigation, (including interest and penalty) of Rs. 170.70 million, has not been accrued pending finaloutcome of this matter and has been disclosed as a contingent liability.
vi. The Company has received certain orders from the service tax authorities, citing various defaults, includingfailure/delay in remitting service tax collected, over past financial years as well as alleged failure in remittance ofservice tax on certain other items. Based on their assessment of the demand order, the management has filed anappeal against the order, and based on legal advice obtained, believes that the likelihood of this liability devolvingon the Company is low, and accordingly has made no adjustments to the financial statements.
vii. The customs related demand pertains to custom duty on the entire quantity of the remnant aviation turbine fuelin fuel tank arriving from foreign airport.
viii. The Company has received a demand notice from the Regional Provident Fund Commissioner, Gurgaon for Rs.79.91 million in respect of provident fund ('PF') dues for international workers vide Notifications GSR 706(E) datedOctober 1, 2008 and GSR 148 dated September 3, 2010, for the period from November 2008 to February 2011.The Company has responded to the notice disputing the demand and, without admitting any liability towardsthe same, has deposited an amount of Rs. 1.96 million towards the PF contributions in respect of internationalworkers for the period from November 2008 to July 2011 under the provisions of the Employees ProvidentFunds and Miscellaneous Provisions Act, 1952 ('PF Act'). Since August 2011, the Company has been makingprovident fund contributions in respect of international workers under the provisions of the PF Act. During theyear ended March 31, 2012, the Company has filed a writ petition with the Hon'ble Delhi High Court contendingthat the above notifications relating to international workers are unreasonable and ultra vires the PF Act. TheCourt has directed that this matter be put up in the regular list and the interim order in favour of the Companyhas been made absolute till disposal of the petition. In addition, a report has been filed by the Department'sRepresentative before the Regional Provident Fund Commissioner ("RPFC") on March 22, 2017 pursuant to whichthere is an aggregate demand Rs. 144.43 million against the Company for the period from November 2008 toJanuary 2012. The Company has filed its reply on the report on August 18, 2017 Thereafter, the RPFC has passedits final order on June 8, 2020 against the Company for an amount of Rs. 142.04 million towards outstanding PFdues for its expat employees for the period of November 2008 to January 2012. The RPFC order also states thatthere is an order in favour of the Company restraining the PF department from taking any coercive steps against
the Company for recovery of the said amount till the disposal of the writ petition. Pending disposal of the writpetition, the Company has not accrued for any additional liability in respect of provident fund contributions tointernational workers.
ix. The Competition Commission of India ("CCI") passed an order dated November 17, 2015 against, inter alia,the Company, which included a demand of Rs 424.80 million. The Company's appeal against this order withCompetition Appellate Tribunal ("COMPAT") was disposed of by the COMPAT, which set aside the impugnedorder on technical grounds and has referred the matter back to the CCI for fresh adjudication. Subsequentthereto, the matter was reconsidered by CCI and a revised order dated March 7, 2018 imposing fine of Rs. 51million was imposed on the Company. The Company has filed an appeal before COMPAT and based on legaladvice received, management is confident of a favourable outcome in this matter and accordingly no adjustmentsare considered necessary in the financial statements.
x. The Company has received certain show cause notices from the income tax authorities citing various defaults,including non-deduction of tax deducted at source on certain payments. Based on their assessment of thecontentions of the income tax authorities, the management has submitted a detailed reply to the notice, andbased on legal advice obtained, believes that the likelihood of this liability devolving on the Company is low, andaccordingly has made no adjustments to the financial statements.
xi. The Assistant Commissioner of Income-Tax ("ACIT") has filed a complaint against the Company and its erstwhileChairman and Managing Director in their individual capacity, over delayed payment of tax deducted at source incontravention of section 276B of the Income-tax Act, 1961 for financial years 2013-14 and 2014-15. The matter issub-judice as on date and based on professional advice, the management is confident of a favourable outcomein this matter in so far as it relates to the Company. Accordingly, no adjustments are considered necessary in thefinancial statements.
c) Certain aircraft/engine lessors have filed application(s) under Section 9 of the Insolvency and Bankruptcy Code, 2016due to alleged non-payment. The Company has certain disputes in the matter and the amounts claimed are disputeddebts and accordingly the Company is defending such matters. Basis the review of applications filed and the legalinterpretation of the law supported by views of legal expert, the management is of the view that it is not possible todetermine the effects of such applications as on date. With respect to this the Company has paid amounting to Rs.290.59 million as under protest disclosed in other non-current assets.
There have been delays in depositing Tax Deducted at Source ('TDS') and filing of TDS returns on time as per Income-taxAct, 1961, deposit of provident fund as per Employees' Provident Funds and Miscellaneous Provisions Act, 1952 and deposit ofGoods and Services Tax ('GST') and filing of returns as applicable under Goods and Services Tax Act, 2017 ('GST Act'). Duringthe current year, the Company has made significant payments with respect to outstanding principal amounts of undisputeddues pertaining to TDS, GST and employee provident fund and has also regularised the process of filing of returns under therespective Acts. To the extent ascertainable and without prejudice to its rights and remedies, the Company has made accrualsfor interest on delays in payment of above-mentioned statutory dues.
Further, there are non-compliances with respect to repatriation of foreign currency trade receivables and payment of trade andother payables that are overdue beyond the timelines stipulated by the Reserve Bank of India ('RBI') under foreign exchangemanagement guidelines.
Furthermore, the Company has not re-appointed a Chief Financial Officer (CFO) within the time period allowed from vacancyof such office under Section 203 of the Companies Act, 2013.
The Company has been served various demand orders by the respective regulatory authorities in respect of some of theaforesaid non-compliances, however, has further filed representation with such authorities for getting waiver of interestliabilities and relief from prosecution, based on its exceptional financial crisis on account of travel restrictions during Covid,grounding of Boeing max aircrafts, rising ATF prices, etc.
The Company is in process of regularising aforesaid non-compliances under applicable laws and regulations, however, pendingsuch regularisation, the impact of some of the above matters, including due to fine/penalties that may be levied is presentlyunascertainable and accordingly, no adjustments have been made in these standalone financial statements in this respect.
49. There have been certain delays in holding of minimum number of committee meetings in the financial year ended March31, 2025 under Companies Act, 2013 and issuing of financial results under Regulation 33 of SEBI (Listing Obligations andDisclosure Requirements) Regulation, 2015 during the year for the quarters ended June,30 2024, September 30, 2024,December 31, 2024 and March 31, 2025. These have been either condoned upon payment of necessary fee or exemption/waiver provided by relevant regulatory authority. The impact of the above matters does not have any material impact inthese standalone financial statements in this respect.
The Company had, in earlier financial years, received amounts aggregating to Rs. 5,790.90 million from Mr. Kalanithi Maran andKAL Airways Private Limited (together, "Erstwhile Promoters") as advance money towards proposed allotment/subscriptionof certain securities (189,091,378 share warrants and 3,750,000 non-convertible cumulative redeemable preference shares,issuable based on approvals to be obtained), to be adjusted at the time those securities were to be issued. Pursuant to thelegal proceedings in this regard before the Hon'ble High Court of Delhi ("Court") between the Erstwhile Promoters, the presentpromoter and the Company, the Company was required to secure an amount of Rs. 3,290.89 million through a bank guaranteein favour of the Registrar General of the Court ("Registrar") and to deposit the balance amount of Rs. 2,500 million with theRegistrar. The Company has complied with these requirements in September 2017.
The parties to the aforementioned litigation concurrently initiated arbitration proceedings before a three-member arbitraltribunal (the "Tribunal"), which pronounced its award on 20 July 2018 (the "Award"). In terms of the Award, the Companywas required to (a) refund an amount of approximately Rs. 3,082.19 million to the counterparty, (b) explore the possibility ofallotting non-convertible cumulative redeemable preference shares in respect of Rs. 2,708.70 million, failing which, refundsuch amount to the counterparty, and (c) pay interest calculated to be Rs. 924.66 million (being interest on the amountstated under (a) above, in terms of the Award). The amounts referred to under (a) and (b) above, aggregating Rs. 5,790.89million, continue to be carried as current liabilities without prejudice to the rights of the Company under law. Further, theCompany was entitled to receive from the counterparty, under the said Award, an amount of Rs. 290.00 million of pastinterest/servicing charges. Consequent to the Award, and without prejudice to the rights and remedies it may have in thematter, the Company accounted for Rs. 634.66 million as an exceptional item (net) during the year ended 31 March 2019,being the net effect of amount referred to under (c) and counter claim receivable of Rs. 290.00 million, above.
The Company deposited the entire principal of Rs. 5,790.9 million as per the direction of the Court in September 2017 whichhas also been subsequently paid to the counterparty and there are adjustments to be made for the counter-claim of theCompany. The Company has additionally paid in aggregate Rs. 1,500.00 million to the counterparties pursuant to Court ordersdated 24 August 2023 and 2 February 2024 while keeping open the rights and contentions in pending litigations. All thepayment made to the counterparties has been included under other non-current assets.
The Company, its present promoter and the counterparties challenged various aspects of the Award, including the above-mentioned interest obligations and rights, under Section 34 of the Arbitration and Conciliation Act, 1996 which wasdismissed by the Court vide its judgments dated 31 July 2023. Thereafter, the Company and its present promoter preferredan appeal under Section 37 of the Arbitration and Conciliation Act, 1996 before the Division Bench of the Court, inter-alia, challenging the payment of entire interest amount and payment of early refund of Rs. 2,708.70 million towards non¬convertible cumulative redeemable preference shares. The Division Bench vide its judgment dated 17 May 2024 set asidethe judgments dated 31 July 2023 of the Court and ordered to restore the petitions under Section 34 of the Arbitration andConciliation Act, 1996 filed by the Company and present promoter before the appropriate Court for being considered afreshand bearing in mind the observations rendered by the Division Bench in its judgment dated 17 May 2024. Accordingly, thismatter is sub-judice as on date.
Erstwhile Promoters had also preferred an appeal under Section 37 of the Arbitration and Conciliation Act, 1996 before theDivision Bench of the Court, inter-alia, seeking damages of more than Rs. 13,000 Million which was dismissed by the saidDivision Bench vide its order dated 23 May 2025. These assertions were already thoroughly examined and subsequentlyrejected by the Arbitral Tribunal, the panel of three retired Supreme Court judges and the Single-Judge Bench of the Court.
In view of the foregoing and pending outcome of the aforesaid challenges at the Court and legal advice obtained, themanagement is of the view that no material liability is likely to arise from aforesaid matter and accordingly, no furtheradjustments have been made in this regard, to these standalone financial statements. The auditors have included 'Emphasis ofMatter' paragraph in their audit report in this regard.
The Management considers that the carrying amounts of financial assets and financial liabilities (except lease liabilities)recognised in the financial statements approximate their fair values. The fair value of the financial assets and liabilities isincluded at the amount at which the instrument could be exchanged in a current transaction between willing parties, otherthan in a forced or liquidation sale. The following methods were used to estimate the fair values:-
• Cash and cash equivalents, trade receivables, other receivables, trade payables, and other current and non-currentfinancial liabilities and other current and non-current financial assets approximate their carrying amounts largely due tothe short-term maturities of these financial instruments.
• The borrowings of the Company do not have any comparable instrument having the similar terms and conditions withrelated security being pledged and hence the carrying value of the borrowings represents the best estimate of fair value.
The following explains the judgements and estimates made in determining the fair values of the financial instruments that arerecognised and measured at fair value. To provide an indication about the reliability of the inputs used in determining fair value,the Company has classified its financial instruments into the three levels prescribed under the accounting standard.
Level 1: quoted prices (unadjusted) in active markets for financial instruments
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectlyLevel 3: unobservable inputs for the asset or liability
Level 1 - The use of net asset value for mutual funds on the basis of the statement received from investee party.
Level 3 - The investment in equity shares of Aeronautical Radio of Thailand Limited is not significant. Hence, the Company hasconsidered carrying value as fair value.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees themanagement of these risks. The Company's senior management is supported by a treasury team. The treasury team providesassurance to the Company's senior management that the Company's financial risk activities are governed by appropriatepolicies and procedures and that financial risks are identified, measured and managed in accordance with the Company'spolicies and risk objectives. The Board of Directors reviews and agrees policies for managing each of these risks, which aresummarised below:
Market risk is the risk of any loss in future earnings, in realizable fair values or in future cash flows that may result from a change inthe price of a financial instrument. Market risk comprises three types of risk: price risk, interest rate risk and foreign currency risk.
The sensitivity analyses in the following sections relate to the position as at March 31, 2025 and March 31, 2024.
The Company's exposure to price risk arises from investments held and classified as FVTPL. To manage the price risk arisingfrom investments in mutual funds, the Company diversifies its portfolio of assets.
If price had been 50 basis points higher/lower and all other variables were held constant, the Company's loss and equity for theyear ended March 31, 2025 would decrease/increase by Rs.67.01 million (March 31, 2024: decrease/increase by Rs. 0.25 million).
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because ofchanges in market interest rates. The Company is exposed to interest rate risk because it borrows funds at floating interestrates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings.As at March 31, 2025 approximately 100% of the Company's borrowings are at a variable rate of interest (March 31, 2024- 83.70%)
If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Company's loss andequity for the year ended March 31, 2025 would increase by Rs. Nil million and decrease by Rs. 44.06 million respectively(March 31, 2024: increase by Rs. 28.74 million and decrease by Rs. 86.50 million respectively).
In management's opinion, the sensitivity analysis is unrepresentative of the inherent interest rate risk because the exposure atthe end of the reporting period does not reflect the exposure during the year.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes inforeign exchange rates.
The following demonstrates the sensitivity to a reasonably possible change in the foreign currency exchange rates, with allother variables held constant. The impact on the Company's loss before tax is due to changes in the fair value of monetaryassets and liabilities including non-designated foreign currency derivatives. The sensitivity analysis includes only outstandingunhedged foreign currency denominated monetary items.
If the foreign currency rates had been 5% higher/lower and all other variables were held constant, the Company's loss for theyear ended March 31, 2025 would increase/decrease by Rs. 2,542.76 million (March 31, 2024: increase/decrease by Rs. 3,183.03million).
In management's opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposureat the end of the reporting period does not reflect the exposure during the year.
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leadingto a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from itsinvesting activities, including deposits with banks and financial institutions, foreign exchange transactions and other financialinstruments. The maximum exposure to credit risks is represented by the total carrying amount of these financial assets in thestandalone balance sheet:
The Company has adopted a policy of only dealing with creditworthy counterparties, as a means of mitigating the risk of financialloss from defaults. Trade receivables are typically unsecured and are primarily derived from cargo and other revenue streams.Majority of the Company's passenger revenue is made against deposits made by agents. Trade receivables primarily compriseof domestic customers, which are fragmented and are not concentrated to individual customers. The Company's exposure andthe credit ratings of its counterparties are continuously monitored. At March 31, 2025, the Company had 34 customers (March31, 2024: 34 customers) that owed the Company more than Rs. 10 million each and accounted for approximately 84% (March31, 2024: 81%) of all the receivables outstanding.
An impairment analysis is performed at each reporting date on an individual basis for major customers. In addition, a largenumber of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The maximumexposure to credit risk at the reporting date is the carrying value of each class of financial assets. The Company does nothold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as low, as itscustomers are widely dispersed and operate in largely independent markets. The average credit period ranges between 30and 90 days.
The Company uses a simplified approach (lifetime expected credit loss model) for the purpose of computation of expectedcredit loss for trade receivables. The Company is recognising expected credit losses on outstanding trade receivables at in therange of 2-6% below 360 days and in the range of 8-100% for more than 360 days.
Credit risk related to cash and cash equivalents and bank deposits is managed by only investing in deposits with highly ratedbanks and financial institutions and diversifying bank deposits and accounts in different banks. Investments primarily includeinvestments in equity and debt oriented mutual funds with low risk. Credit risk related to loans, other financial assets andother receivables is managed by monitoring the recoverability of such amounts continuously. Credit risk is considered lowbecause the Company is in possession of the underlying asset (in case of security deposit) or as per trade experience (in caseof unbilled revenue). Further, the Company creates provision by assessing individual financial asset for significant increase incredit risk of such financial assets over due basis 12 months expected credit loss model. The presumption under IndAS 109with reference to significant increases in credit risk since initial recognition (when other financial assets are more than 30 dayspast due). has been rebutted and is not applicable to the Company, as the Company is able to collect a significant portion ofits other financial assets that exceed the due date.
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk managementis to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company has obtainedfund and non-fund based working capital lines from various banks. The Company invests its surplus funds in bank fixed depositand mutual funds, which carry minimal mark to market risks. The Company also constantly monitors funding options availablein the debt markets and is renegotiating payment terms with a view to maintain financial flexibility.
The table below summarises the maturity profile of the Company's financial liabilities based on contractual undiscountedpayments
The Company's capital management is intended to create value for shareholders by facilitating the meeting of long-term andshort-term goals of the Company.
The Company determines the amount of capital required on the basis of annual operating plans and long-term fleet expansionplans. The funding requirements are met through internal accruals and other long-term/short-term borrowings. The Company'spolicy is aimed at combination of short-term and long-term borrowings. The Company monitors capital employed using a debtequity ratio, which is total debt divided by total equity.
No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2025and March 31, 2024.
The Company has met the criteria as specified under sub-section (1) of section 135 of the Companies Act, 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules, 2014, however, in the absence of average net profits in theimmediately three preceding years, there is no requirement for the Company to spend any amount under sub-section (5) ofsection 135 of the Act.
59. Disclosure required under section 186(4) of Companies Act, 2013 and regulation 34(3) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:
The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of theCompanies (Accounts) Rules, 2014, inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, whichuses accounting software for maintaining its books of accounts, shall only use such accounting software which has a featureof recording audit trail of each and every transaction, creating an edit log of each change made in the books of account alongwith the date when such changes were made and ensuring that the audit trail cannot be disabled. The new requirement isapplicable with effect from the financial year beginning on 1 April 2023.
The Company uses an accounting software for maintaining its books of account which has a feature of recording audit trail(edit log) facility. The audit trail (edit log) feature for any direct changes made at the database level was not enabled for thesaid accounting software used for maintenance of all the accounting records by the Company, however, the audit trails (editlog) at the application level was operating for all relevant transactions recorded in the software.
Further, the Company, has used accounting software for maintenance of revenue records and payroll records which areoperated by third-party software service providers which have a feature of recording audit trail (edit log) facility. Presently,the log has been activated at the application level. Availability of audit trail (edit logs) at database level is not covered in the'Independent Service Auditor's Assurance Report on the Description of Controls, their Design and Operating Effectiveness'('Type 2 report' issued in accordance with ISAE 3402, Assurance Reports on Controls at a Service Organisation).
During the year ended March 31, 2025, the Company has not enabled the feature of recording audit trail (edit log) at thedatabase level for the said accounting software to log any direct data changes on account of storage space constraint andimpacting database performance significantly.
Further, there is no instance of audit trail feature being tampered with in respect of the accounting software where suchfeature is enabled.
A. The Company has not advanced or loaned or invested funds to any person or any entity, including foreign entities
(Intermediaries) with the understanding that the intermediary shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by a or on behalfof the Company (Ultimate Beneficiaries); or
(ii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
B. The Company has not received any fund from any person or any entity, including foreign entities (Funding Party) with theunderstanding (whether recorded in writing or otherwise) that the Company shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by a or on behalfof the Funding Party (Ultimate Beneficiaries); or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
C. The Company have transactions and outstanding balances during the current year with companies struck off undersection 248 of the Companies Act, 2013 or section 560 of Companies Act, 1
D. The Company does not have any Benami Property, where any proceeding has been initiated or pending against theCompany.
E. The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyondthe statutory period
F. The Company has not traded or invested in crypto currency or virtual currency during the year.
G. The Company does not have any transaction which is not recorded in the books of accounts that has been surrenderedor disclosed as income during the year in the tax assessments under the Income-Tax Act, 1961 (such as, search or surveyor any other relevant provisions of the Income-Tax Act, 1961.
H. The Company has not been declared as a 'Wilful Defaulter' by any bank or financial institution (as defined under theCompanies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the ReserveBank of India.
I. The Company has complied with numbers of layers prescribed under Rule (87) of section 2 of the Act read with Companies(Restrcition on number of layers) Rules, 2017.
J. The title deeds of all the immovable properties held by the Company (other than properties where the Company is thelessee and the lease agreements are duly executed in favour of the lessee), disclosed in Note 3 to the standalone financialstatements, are held in the name of the Company. For title deeds of immovable properties in the nature of land situatedat Gurugram, Haryana with gross carrying values of Rs 171.37 million as at March 31, 2025, which have been mortgaged
as security for loans or borrowings taken by the Company, confirmations with respect to title of the Company have beendirectly obtained by us from the respective lenders.
K. The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets orboth during current or previous years.
L. The Company has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and the relatedparties (as defined under Companies Act, 2013) either severally or jointly with any other person that are repayable ondemand or without specifying any terms or period of repayment
63. Previous year figures have been regrouped/reclassified to conform to the current year's classification. The impact of suchreclassification/regrouping is not material to the financial statements.
(a) During the year, the Company has entered into settlement agreement with one of a large lessor against its outstandingdues where the lessor has agreed to restructure lease and maintenance obligations aggregating to Rs. 9,505.73 millionowed to them and upon settlement/waivers, the amount payable by the Company in aggregate to the lessors stands atRs. 4,281.50 million as on March 31, 2025, resulting in a gain of Rs. 5,224.23 million (in addition to the earlier settlementexecuted in the quarter ended June 30, 2024). Further, as part of this settlement, the Company has agreed to issue sharesworth Rs. 4,281.50 million to the said lessor for the balance outstanding.
(b) The Company and certain lessors, other than the lessor referred in (b) above, have agreed to restructure lease obligationsand upon settlement/waivers, the amount payable by the Company in aggregate to all these shall be discharged by theCompany in the manner as may be agreed between the parties and resultant gain of Rs. 5,387.01 million during the yearended March 31, 2025 is recognised as 'other income'.
The standalone financial statements were approved for issue by the Board of Directors on June 13, 2025.
The accompanying notes to the standalone financial statements including summary of material accounting policies and other
explanatory information are an integral part of these standalone financial statements.
Chartered Accountants
ICAI Firm Registration No.: 001076N/N500013
Partner Chairman & Managing Deputy Chief Company Secretary
Membership No: 099514 Director Financial Officer
Place: Gurugram Place: Gurugram Place: Gurugram Place: Gurugram
Date:June 13, 2025 Date: June 13, 2025 Date: June 13, 2025 Date: June 13, 2025