The Directors are pleased to present the Twenty SeventhAnnual Report of the Company and audited accounts of theCompany for the year ended 31st March, 2025.
(Rs. in Lakhs)
Particulars
Year ended31st March,2025
Year ended31st March,2024
Revenue from operations
54,219.67
50,272.69
Other Income
5,147.02
2,194.48
Total Income
59,366.69
52,467.17
Profit before interest,depreciation, amortisationexpenses, and exceptional itemsand Tax
10,603.25
10,770.67
Less: Finance costs
3,302.67
3,361.99
Less: Depreciation andamortisation expense
6,976.70
7,174.98
Profit for the year before Tax andExceptional Item
323.88
233.70
Profit before tax
Less: Tax Expenses
(388.91)
(113.09)
(Loss) / Profit for the year
(65.03)
120.61
Less: Other ComprehensiveIncome
10.52
(749.48)
Total Comprehensive Income forthe year
(54.51)
(628.87)
During the year under review, your Company achievedRevenue from operations of Rs. 54,219.67 Lakhs as comparedto Rs. 50,272.69 Lakhs of previous Financial Year. Total Incomeof Rs.59,366.69 Lakhs compared to Rs.52,467.17 Lakhs ofprevious Financial Year.
The EBIDTA was Rs. 10,603.25 Lakhs for current year (19.56% of the Revenue from operations) as against of Rs.10,770.67Lakhs (21.42 % of the Revenue from operations).
After considering Interest, Depreciation and Foreign Exchange(Loss)/Gain, an Exceptional Item and Prior Period Items,the Company has Profit Before Tax of Rs. 323.88 Lakhs forthe current year as against Profit Before Tax of Rs 233.70Lakhs in the previous year. After considering tax expensesthe Company has Loss After Tax of Rs. 65.03 Lakhs for thecurrent year as against Profit After Tax of Rs. 120.61 Lakhs.Total Comprehensive Loss for the period was Rs. 54.51 Lakhsfor the current year as against Loss of Rs.628.87 Lakhs in theprevious year.
The Board of Directors' regret inability to declare dividend inview of Loss incurred during the year.
The Company has received a communication from the holderof the Preference Shareholder that they have waived off thecumulative preference share dividends amounting to Rs. 360Lakhs for the current year, no provision has been made for thepreference dividend, nor has this amount been shown undercontingent liabilities.
No amount has been transferred to general reserves for theFinancial Year ended March 31, 2025.
In accordance with the provisions of the Companies Act,2013, Ms. Rati Rishi retires by rotation in the forthcomingAnnual General Meeting and being eligible offer herself for re¬appointment.
The Board of Directors consists of the Chairman and ThreeIndependent Directors and Women Non-Executive Director.
The independent directors have submitted their disclosureto the Board that they fulfil all the requirements as to qualifyfor their appointment as an Independent Director under theprovisions of section 149 of the Companies Act, 2013 andRegulation 25 and other applicable regulations of Securities andExchange Board of India (Listing Obligations and DisclosuresRequirements) Regulations 2015. The Board confirms that thesaid independent directors meet the criteria as laid down underthe Companies Act, 2013 and Regulation 25 (3) of Securitiesand Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. The independentDirectors had a separate meeting on 14th February, 2025.
A Familiarization programme was prepared and presentedby the Company about roles, rights, and responsibilities ofIndependent Directors in the Company, nature of industry inwhich the Company operates business model of the Company,etc.
Mr. Narayan Vasudeo Prabhutendulkar (DIN 00869913)resigned from the office of Non - Executive IndependentDirector of the Company with effect from close of businesshours on 31st March, 2025 citing pre-occupation and otherpersonal commitments. Consequently, he shall also ceaseto be a Chairman of the Audit Committee and Member ofNomination and Remuneration Committee of the Company.The Company sincerely appreciate the support extended by Mr.Narayan Vasudeo Prabhutendulkar to the Company during hisassociation with the Company.
Mr. Vinay Goyal was appointed as an Independent Director witheffect from 14th April, 2025 for a period of five (5) years.
Pursuant to the requirement under section 134 (3) (c) ofthe Companies Act, 2013, with respect to the Directors'responsibility statement, it is hereby confirmed that:
and other matters, as required under sub-section (3) of Section178 of the Companies Act, 2013, is available on our website, athttps://www.globalhelicorp.com/home/corporate governance/ /Terms and conditions Appointment
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from eachindependent director under Section 149(7) of the CompaniesAct, 2013, that he meets the criteria of independence laiddown in Section 149(6), Code for independent directors of theCompanies Act, 2013 and of the Listing Regulations
PARTICULARS OF EMPLOYEES AND RELATEDDISCLOSURES
The information required under Section 197(12) of the Act readwith Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, formspart of the Directors' Report and have not been attached.However, in terms of the first proviso to Section 136 (1) theparticulars referred above are available for inspection at ouroffice during the business hours on working days, upto the dateof ensuing Annual General Meeting. Any shareholder interestedin obtaining a copy of the same may write to Company Secretary.
Disclosures pertaining to remuneration and other details asrequired under Section 197(12) of the Act read with Rule 5(1) ofthe Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 are provided in the Annual Report asper Annexure A.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, as requiredunder the Listing Agreements with the Stock Exchanges isenclosed as Annexure B.
REMUNERATION POLICY FOR DIRECTORS, KEYMANAGERIAL PERSONNEL AND OTHER EMPLOYEES
Remuneration policy for directors, key managerial personneland other employees is enclosed as Annexure C.
KEY MANAGERIAL PERSONNEL (KMP)
As on 31st March, 2025, details of Key Managerial Personnelunder the Companies Act, 2013 are given below:
SR. No.
NAME OF THE PERSON
DESIGNATION
1
Lt. Gen. Sarab Jot SinghSaighal (Retd.)
Chairman
2
Mr. Ashvin Bhatt
Chief Financial Officer
3.
Mr. Raakesh D. Soni
Company Secretary
a) In the preparation of the annual accounts, the applicableaccounting standards have been followed along with theproper explanation relating to material departures;
b) The directors have selected such accounting policiesand applied them consistently and made judgments andestimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company atthe end of the financial year and of the profit and loss of thecompany for that period;
c) The directors have taken proper and sufficient care forthe maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detectingfraud and other irregularities;
d) The directors have prepared the annual accounts on agoing concern basis; and
e) The directors, have laid down internal financial controlsto be followed by the company and that such internalfinancials controls are adequate and were operatingeffectively.
f) The directors have devised proper systems to ensurecompliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
Based on the framework of internal financial controls andcompliance systems established and maintained by theCompany, work performed by the internal auditors andstatutory auditors, including audit of internal financial controlsover internal financial reporting by the statutory auditors, andthe reviews performed by management and the relevant boardcommittees, including the audit committee, the board is of theopinion that the Company's internal financial controls wereadequate and effective during financial year 2024-2025.
The Board meets at regular intervals to discuss and decideon the Company's performance and strategies. During thefinancial year under review, 4 (Four) Board meetings were held.
For details of meetings of the Board, please refer to theCorporate Governance Report, which is a part of this AnnualReport.
All the information that is required to be made available to theDirectors' in terms of the provisions of the Act and the SEBIListing Regulations, so far as applicable to the Company, ismade available to the Board.
The policy of the Company on directors' appointmentand remuneration, including the criteria for determiningqualifications, positive attributes, independence of a director
In terms of the provisions of Section 92(3) and Section 134 (3)(a) of the Act read with Rule 11 of the Companies (Managementand Administration) Rules, 2014, the Annual Return of theCompany for the Financial Year 2024-25 in the prescribed Form
No. MGT-7 is available on the Company's website at https://www.alobalhelicorp.com/home/corporate governance/ AnnualReturn
The board of directors has carried out an annual evaluation ofits own performance, Board Committee and individual directorspursuant to the provisions of the Act and corporate governancerequirements as prescribed by Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements)Regulation 2015.
The performance of the Board was evaluated by the Board afterseeking inputs from all the directors on the basis of the criteriasuch as the Board composition and structure, effectiveness ofboard process, information and functioning etc.
The performance of the committee was evaluated by theboard after seeking inputs from the committee members onthe basis of the criteria such as the composition of committee,effectiveness of committee meeting etc.
The Board and the Nomination and Remuneration Committee(“NRC”) reviewed the performance of the individual directorson the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings likepreparedness on the issue to be discussed, meaningful andconstructive contribution and inputs in meeting etc. In addition,the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performanceof the Chairman was evaluated, taking into the views of non¬executive directors. The same was discussed in the boardmeeting that followed the meeting of the independent directors,at which the performance of the Board, its committees andindividual director was also discussed.
During the year Company has not given any loans, investmentmade or guarantee or security provided pursuant to requirementsof Section 134 (3) (g) and 186 (4) of the Companies Act, 2013.
The main objective of this policy is to ensure sustainablebusiness growth with stability and to promote a pro-activeapproach in reporting, evaluating and resolving risks associatedwith the business. In order to achieve the key objective, thepolicy establishes a structured and disciplined approach to RiskManagement, in order to guide decisions on risk related issues.
The specific objectives of the Risk Management Policy are:
1. To ensure that all the current and future material riskexposures of the company are identified, assessed,quantified, appropriately mitigated, minimized and
managed i.e. to ensure adequate systems for riskmanagement.
2. To establish a framework for the company's riskmanagement process and to ensure its implementation.
3. To enable compliance with appropriate regulations,wherever applicable, through the adoption of best practices.
4. To assure business growth with financial stabilityAUDITORS
The shareholders at their 24th Annual General Meeting heldon 29th September, 2022 approved appointment of Messrs.Kalyaniwalla & Mistry LLP, Chartered Accountants, (FRN No.104607 W/ W100166) as Statutory Auditor of the Company fortheir second term of 5 years till the conclusion of 29th AnnualGeneral Meeting (“AGM”) to be held in the calendar year 2027.They had confirmed their eligibility and qualifications requiredunder the Act for holding office as Auditor of the company.
The Statutory Auditors have issued unmodified opinion in theirAuditor's Report for the financial year ended March 31, 2025.
Pursuant to the provisions of the Section 204 of the CompaniesAct, 2013 and The Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, M/s. Ferrao MSR &Associates, Practicing Company Secretaries was appointed toundertake the Secretarial Audit. The Report of the SecretarialAudit for the year ended 31st March, 2025 is attached to theDirectors' Report. The Secretarial Audit Report has no adverseremarks. However, the other observations and clarificationsmade by the Secretarial Auditor in their Secretarial Audit Reportare self-explanatory.
Pursuant to the SEBI circular no. CIR/CFD/ CMD1/27/2019dated February 8, 2019, the Company has obtained anAnnual Secretarial Compliance Report for the year ended31st March, 2025 from M/s. Martinho Ferrao & Associates,Practicing Company Secretaries, confirming compliance ofSEBI Regulations / Circulars / Guidelines issued thereunderand applicable to the Company and the said report was filedwith the National Stock Exchange of India Limited and BSE Ltd.There are no adverse remarks in the said report.
However, the other observations and clarifications made by thePracticing Company Secretaries in their Secretarial ComplianceReport are self-explanatory.
The Company has constituted CSR Committee in accordancewith section 135 of the Companies Act, 2013. The CSRCommittee has formulated and recommended to the Board,a CSR Policy indicating the activities to be undertaken by theCompany, which has been approved by the Board. The averageprofit for the last three financial years of the Company is
Negative. Hence the need to spend on CSR does not arise. Thedetailed report is given in a separate Annexure C in the AnnualReport. The CSR Policy can be accessed on the Company'swebsite at https://www.globalhelicorp.com/home/csr/corporatesocial responsibility policy
All contracts / arrangements / transactions entered by theCompany during the financial year with the related partieswere in the ordinary course of business and on an arm's lengthbasis. All related party transactions attracting complianceunder Section 188 and/or Regulation 25 and other applicableregulations of Securities and Exchange Board of India (ListingObligations and Disclosures Requirements) Regulations 2015are placed before the Audit Committee as also before the Boardfor approval. Prior omnibus approval of the Audit Committeeis also sought for transaction which are of a foreseen andrepetitive nature. There are no materially significant relatedparty transactions made by the Company which may havea potential conflict with the interest of the Company at large.Accordingly, the disclosure of Related Party Transactions asrequired under section 134(3)(h) of the Companies Act, 2013 inForm AOC2 is attached to this report as Annexure D.
The policy on materiality of related party transactions anddealing with related party transactions as approved by theBoard.
Your directors draw attention of the members to Note 37 to thefinancial statement which sets out related party disclosure.
Pursuant to Section 134 (3) (m) of the Companies Act, 2013read with Rule 8 (3) of the Companies (Accounts) Rules, 2014,details on conservation of energy and related issues is providedhereunder
(i) The steps taken for conservation of energy or impact onconservation of energy are given as under: -
Improvisation and continuous monitoring of power factorand replacement of weak capacitors by conductingperiodical checking of capacitors.
(ii) The steps taken by the company for utilizing alternativesources of energy are given as under: -
Alternative energy sources like Gas and Steam have beenused in place for electricity
There was no change in the Share Capital of the Companyduring the year under review.
Your Company has complied with the provisions of CorporateGovernance as stipulated in Regulation 27 and other applicableRegulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015.
As the Company does not fall under top 1000 listed entities,therefore Business Responsibility & Sustainability Report(BRSR) is not forming part of this report.
There are no material changes and commitments affectingour financial position between the end of the financial years towhich this financial statement relates and the date of this report.
The Board has adopted the policies and procedures for ensuringthe orderly and efficient conduct of its business, includingadherence to the Company's policies, the safeguarding of itsassets, the prevention and detection of frauds and errors, theaccuracy and completeness of the accounting records, and thetimely preparation of reliable financial disclosures.
The Company has in place adequate internal financial controlswith reference to the financial statements. The Audit Committeeof the Board reviews the internal control systems, the adequacyof internal audit function and significant internal audit findingswith the management, Internal Auditors and Statutory Auditors.
The Company has a whistle blower policy /vigil mechanismto deal with instances of fraud and mismanagement, if any.The vigil mechanism policy is uploaded on the website of theCompany.
Your Company's emphasis is to provide a Safe Workplacefor its employees. During the year ending 31st March, 2025neither any complaint of sexual harassment had been filednor any complaint pending for enquiry pursuant to the SexualHarassment of Women at Workplace, (Prevention, Prohibitionand Redressal) Act, 2013
The Company earned Rs. 36,611.68 Lakhs (previous yearRs. 31,847.54 Lakhs in foreign exchange during the year. Theforeign exchange outgoes amount to Rs. 37,182.42 Lakhs(previous year Rs. 28,471.22 Lakhs)
Your Company has not accepted any deposits from the publicunder Chapter V of the Companies Act, 2013.
Maintenance of the cost records and requirement of cost audit
as prescribed under the provisions of section 148(1) of the
Companies act, 2013 are not applicable to the business
activities carried out by the Company.
• The Directors have devised proper systems to ensurecompliance with the provisions of all applicable SecretarialStandards and that such systems are adequate andoperating effectively.
• No fraud has been reported during the audit conductedby the Statutory Auditors and Secretarial Auditors of theCompany.
• During the year, no revision was made in the previousfinancial statement of the Company.
• During the year, the Company has not made any applicationunder Insolvency and Bankruptcy Code, 2016 (IBC).
• During the year, the Company has not made any onetimesettlement for loans taken from the Banks or FinancialInstitutions, and hence the details of difference betweenamount of the valuation done at the time of onetimesettlement and the valuation done while taking loan fromthe Banks or Financial Institutions along with the reasonsthereof is not applicable.
• For the financial year ended on 31st March, 2025, theCompany has complied with provisions relating to theconstitution of Internal Complaints Committee under theSexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013.
• No significant or material orders were passed by theRegulators or Courts or Tribunals which impact the goingconcern status and Company's operation in future.
The Helicopters fleet and insurable interest of your Companylike Building, Hangar, Plant and Machinery, Furniture andFixture, Stocks, Computers, Vehicles etc., are properly insured.
Your directors thank the Company's clients, vendors, investorsand bankers for their continued support during the year. Yourdirectors place on records their appreciation of the contributionmade by employees at all levels. Your Company's consistentgrowth was made possible by their hard work, solidarity andsupport. Your directors also thank the Governments of AndhraPradesh, Arunachal Pradesh, Delhi, Gujarat, Maharashtra,Nagaland, Orissa, and Pondicherry for the patronage extendedto your Company in mobilizing various forward bases. Yourdirectors look forward to their continued support in the future.