The Board of Directors is pleased to present the 23rd Annual Report of InterGlobe Aviation Limited ("Company" or "IndiGo") along withthe audited financial statements for the financial year ended March 31,2026.
1. Financial Results
The Company's financial performance (standalone and consolidated) for the financial year ended March 31, 2026, issummarised below:
Particulars
Consolidated
Standalone
Year ended
31-Mar-26
31-Mar-25
Revenue from operations
849,619
808,029
808,030
Other Income
45,515
32,953
45,495
33,068
Total Income
895,134
840,982
895,114
841,098
Total expenses
896,775
765,048
898,782
765,223
Profit / (Loss) before Tax and exceptional items
(1,641)
75,934
(3,668)
75,875
exceptional Items
17,964
-
17,165
Profit / (Loss) before Tax after exceptional items
(19,605)
(20,833)
Current Tax
139
3,346
3,338
Deferred tax charge
4,192
4
Profit / (Loss) after Tax
(23,936)
72,584
(25,025)
72,533
Other Comprehensive Income / (Loss) net of tax
3,758
(95)
277
(12)
Total Comprehensive Income / (Loss)
(20,178)
72,489
(24,748)
72,521
Earnings per equity share (face value of INR 10 each)
Basic (INR)
(61.88)
187.93
(64.74)
187.79
Diluted (INR)
187.67
187.54
2. Company's Performance
On a consolidated basis, the Company has achieved a total income of INR 895,134 million for FY 2026, an increase of 6.4%compared to the previous year's total income of INR 840,982 million. The Company has incurred a net loss of INR 23,936 millionfor FY 2026 as compared to a net profit of INR 72,584 million in FY 2025.
On a standalone basis, the Company has reported a total income of INR 895,114 million for FY 2026, higher by 6.4% over theprevious year's total income of INR 841,098 million. The Company has incurred a net loss of INR 25,025 million for FY 2026 ascompared to a net profit of INR 72,533 million in FY 2025.
3. Subsidiaries and their Performance
As on March 31,2026, the Company has two wholly owned subsidiary companies, as detailed below:
Agile Airport Services Private Limited (Agile)
Agile is engaged in the business of providing ground handling and other allied services to the Company at various airports inIndia. Over the years, Agile has played a significant role in strengthening the Company's operational capabilities and has beena key contributor to the Company's sustained operational excellence through efficient, reliable, and scalable service delivery.
The total income of Agile for FY 2026 was INR 10,381 million, higher by 22.8% over the previous year's total income of INR 8,452million. The Company incurred a net loss of INR 625 million for FY 2026 as compared to the net profit of INR 139 million for FY 2025.
InterGlobe Aviation Financial Services IFSC Private Limited (IndiGo IFSC)
IndiGo IFSC is established as a unit within the International Financial Services Centre (IFSC), GIFT City, Gujarat. It serves as thesole financing arm of the Company for financing & leasing activities of Aircraft and other Aircraft related equipments. During thefinancial year 2026, IndiGo IFSC leased a total of 45 aircraft to the Company under operating and financial lease arrangements.
As on March 31,2026, the total fleet owned by IndiGo IFSC comprised 78 aircraft and 2 landing gears.
During FY 2026, IndiGo made an investment of USD 820 million in IndiGo IFSC through a combination of equity shares andOptionally Convertible Redeemable Preference Shares (OCRPS) for the purpose of acquisition of aviation assets.
For the year under consideration, IndiGo IFSC reported a total income of INR 13,936 million, as compared to INR 2,910 million inthe previous financial year. Net profit for the year was INR 927 million, as against the loss of INR 111 million in financial year 2025.
InterGlobe Aviation Ventures LLP
Apart from the aforesaid subsidiaries of the Company, InterGlobe Aviation Ventures LLP is a Limited Liability Partnership betweenthe Company and Agile.
InterGlobe Aviation Ventures LLP acts as an Investment Manager to InterGlobe Aviation Ventures ("Trust"), a Category II AlternateInvestment Fund registered with Securities and exchange Board of India (SEBI) and controlled by InterGlobe Aviation Ventures LLP.
IndiGo Ventures Fund - I, the first scheme of the Trust aimed at investing in early-stage startups within the aviation, aerospace, andallied sectors. The fund achieved its first close on July 1,2025 and subsequently made 3 (three) investments till March 31,2026.
During financial year 2026, InterGlobe Aviation Ventures LLP reported a total income of INR 41.72 million as against NIL in theprevious financial year. Net profit for the year was INR 10.46 million, as against the loss of INR 15.67 million reported in thefinancial year 2025.
The annual accounts of aforementioned entities are available on the website of the Company viz.www.goindigo.inand shall alsobe kept open for inspection at the registered office of the Company and the respective entities. The Company shall also makeavailable the annual accounts of these entities to any member of the Company who may be interested in obtaining the same.The consolidated financial statements presented by the Company include the financial results of these entities.
A report on the performance and financial position of each of the subsidiaries for the financial year ended March 31,2026, in FormAOC -1 as per the Companies Act, 2013 ("Act") is annexed to the consolidated financial statements.
The Company's policy for determining material subsidiaries, adopted pursuant to requirements under SEBI (Listing Obligationsand Disclosure Requirements), Regulations, 2015 ("S€BI LODR Regulations") can be viewed on the Company's websiteathttps://www.goindigo.in/content/dam/goindigo/investor-relations/policies/2021/InterGlobe-Aviation-Limited-Policy-on-Material-Subsidiary.pdf.
As on March 31,2026, the Company does not have any material subsidiary.
4. Operational Performance
A. Operations and growth
During FY 2026, the Company demonstrated resilience, while operating in one of the most challenging environments in recentyears. In addition to the geopolitical developments that led to closure of airspace at Pakistan and Middle east, the Companyexperienced a brief period of unforeseen and unprecedented operational disruption in early December 2025, which resulted ininconvenience to our customers, employees and partners. The Board sincerely regrets the hardship caused by this disruption andexpresses its deep apology to all those affected.
Despite these complex operating circumstances, the Company operated a total of 787,741 flights, an increase of around 2%over FY 2025 and carried over 123 million passengers, reflecting a 4% growth over FY 2025. The robust Passenger Load Factor of84.4% reflects strong customer demand across IndiGo's network.
The key operational highlights for FY 2026 are as under:
• Scheduled Services: Covered 144 destinations, including 98 domestic and 46 international
• On-Time Performance (OTP):
? Achieved an average monthly OTP of 81.3% on DGCA metros.
? Ranked first among the other Indian airlines for 10 out of 12 months.
? Ranked first by departure OTP among the world's ten largest airlines in 4 out of 12 months as per OAG data
• Airbus A321 XLR: Welcomed India's first Airbus A321 XLR for direct long-haul flights and enhanced global connectivity
• Net Promoter Score (NPS): Delivered strong customer engagement despite operational challenges, achieving the highestNPS in the past few years
• Peak Operations: Reached a peak of 2,348 daily flights (2,338 commercial, 6 charter and 4 cargo flights), an increase of 2%over the previous year
• Cargo Operations: Transported more than 418,000 tons of cargo
• Charter Flights: Performed 2,063 charter flights.
• Technical Dispatch Reliability: Maintained technical dispatch reliability of 99.9%, ensuring the highest standards ofoperational integrity.
B. Inducting Aircraft
As of March 31,2026, our fleet comprised of 177 Airbus A320 neo, 168 Airbus A321 neo, 1 Airbus A321 XLR, 26 Airbus A320 CEO,46 ATR aircraft, and 3 A321 passenger-to-freighter aircraft. Additionally, the fleet also included damp-leased aircraft consistingof 5 Boeing 737, 6 Boeing 787, 5 Airbus A320 CEO, and 4 Airbus A321 neo aircraft, providing operational flexibility and capacitysupport during the year.
During FY 2026, IndiGo continued to expand, strengthen and modernize its fleet with induction of 51 new fuel-efficient Airbus neoaircraft powered by CFM LEAP-1A engines.
C. Operational Initiatives
During FY 2026, the Company reinforced operational excellence across its network through enhancements in customer services,engineering and maintenance (E&M) capabilities, safety and training processes, and digitalization of its various processesand equipments.
Customer engagement and satisfaction remained a key focus area for the Company. With a significant increase in customerinteractions, the Company continued to improve the effectiveness of its customer engagement model across channels, includingthe contact centre, digital platforms and social media. The AI-enabled assistance platform - 6Eskai supported over 1.8 millioncustomer interactions, contributing to enhanced customer satisfaction. Proactive communication, rapid capacity ramp-up andautomation of various processes supported stable service levels even during operational disruption period.
At the frontline, cabin crew focused on personalised service such as, identifying passengers requiring special assistance andsupporting first-time and language-diverse travellers through structured pre-flight preparation. Food and beverage service werealso refined based on regular customer feedback. All these efforts helped the Company in improving its Net Promoter Score byapproximately 23% year-on-year, reaching highest levels in the past few years. This improvement reflects sustained progress inoperational reliability, transparency and frontline execution.
During the year, IndiGo made significant strides in strengthening its E&M capabilities, reducing reliance on external Maintenance,Repair & Overhaul (MRO) Services and optimising maintenance costs. Additionally, more than half of C-checks were conductedin-house, structural repair and component capabilities were expanded, and maintenance capability was upgraded at multiplestations. IndiGo also became the first airline in India to receive Part 21 approval, enabling in-house production of selectnon-structural cabin parts.
Compliance and Safety remained an integral part of IndiGo's operational strategy. The Company further strengthened its SafetyManagement System (SMS) through enhanced monitoring and measurement processes, automation of Breath analyser testing,and advancement of tail-strike prevention initiatives. An event-risk classification framework aligned with EASA standards wasalso introduced.
The initiatives like 'Safety Week' have been conducted on a quarterly basis to reinforce a safety-first culture among cabin crew.The 'Safe Speak' initiative enabled proactive engagement with pilots to review flights using flight data, encouraged learningfrom routine operations, and reinforced a culture of openness, transparency, and continuous safety enhancement. The SafetyEnhancement Card (SEC) has been introduced to provide pilots with concise, station-specific safety insights, supporting improvedsituational awareness.
Training in aviation is of paramount importance to ensure the highest levels of safety, regulatory compliance, and operationalefficiency. During the year, training was delivered to more than 47,000 employees, to support growth and a smooth transitiontowards a multi-fleet, multi-haul operating model. Targeted training interventions delivered measurable safety outcomes, includingreductions in medical diversions, crew injuries and turbulence-related incidents. Leadership capability development continuedthrough structured programmes such as 6E Elevate, IndiGOLD Horizon 2.0 and IndiGOLD Edge, delivered in collaboration withpremier institutions, including Harvard and ISB, supporting IndiGo's leadership pipeline and talent development efforts.
Flight operations and pilot training continued to evolve towards a data-driven and competency-based ecosystem. The year sawfurther progress in the digitisation of training records and pilot licensing processes, materially reducing compliance risk and pilot
non-availability. A record number of Airline Transport Pilot Licenses (ATPLs) were processed during the year, strengthening thefuture command upgrade pipeline.
The Company continued to pursue initiatives that aimed at reducing its environmental footprint. These included enhanced pilotawareness on green policies, regular engine wash programmes, fuel optimisation initiatives and airspace optimisation measures.Airport operations further improved emissions performance through the progressive deployment of green ground-handlingequipment, including electric vehicles (EVs), electric belt-free loaders (EBFLs) and electric baggage tugs.
Overall, FY 2026 reflected IndiGo's ability to scale its operations responsibly while embedding safety, digital enablement,customer focus and cost discipline at the core of its operating model.
5. Dividend
In terms of Regulation 43A of SEBI LODR Regulations, the Company has a Dividend Distribution Policy which sets out theparameters and factors to be considered by the Board of Directors ("Board") while declaring or recommending dividend and/orretaining profits of the Company.
During FY 2026, the Board, as part of its continued focus on strengthening governance practices, reviewed and revised the Policy.The revised Policy, inter alia, introduces a more structured framework of financial and capital allocation parameters, provides anexpanded articulation of external factors including macroeconomic, regulatory and market considerations, and clearly sets out thecircumstances under which profits may be retained to support strategic priorities.
The said Dividend Distribution Policy is available on the website of the Company athttps://www.goindigo.in/content/dam/goindigo/investor-relations/policies/2021/InterGlobe-Aviation-Limited-Dividend-Distribution-Policy.pdf. A copy of the same isattached as Annexure-D.
Based on the Company's financial performance and distributable reserves for the year under review, the Board has notrecommended any dividend on equity shares of the Company for FY 2026.
6. Transfer to General Reserve
No amount is proposed to be transferred to General Reserve.
7. €mployee Stock Option Schemes
The Company has the following share based incentive schemes in force:
• InterGlobe Aviation Limited - Employee Stock Option Scheme 2015
• InterGlobe Aviation Limited - Stock Option Scheme 2023
During FY 2026, there has been no change in the ESOP schemes of the Company. These schemes have been implemented incompliance with relevant/ applicable ESOP Regulations/ Guidelines.
M/s. RMG & Associates, Practising Company Secretaries, Secretarial Auditors of the Company have certified that the EmployeeStock Option Schemes of the Company have been implemented in accordance with the applicable Regulations and the resolutionspassed by the members in this regard. The certificate will be made available for electronic inspection by members during the AGMof the Company.
The disclosure(s) as required under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are disclosedon the website of the Company and can be accessed athttps://www.goindigo.in/content/dam/s6web/in/en/assets/investor-relations/other-related-documents/2025-26/statement-under-Reg-14-of-the-SEBI-share-based-employee-benefits-andsweat-equity-regulations-2021-2026.pdf
8. Share CapitalAuthorised Share Capital
There has been no change in the authorised share capital of the Company during FY 2026. As on March 31,2026, the authorisedshare capital of the Company stood at INR 7,500,000,000 comprising of 750,000,000 equity shares of INR 10 each.
Issued, Subscribed and Paid-up Share Capital
During FY 2026, the issued, subscribed and paid-up equity share capital of the Company increased from INR 3,864,233,690 toINR 3,866,129,980, consequent to allotment of 1,89,629 equity shares of INR 10/- each upon exercise of stock options under the'InterGlobe Aviation Limited - Employee Stock Option Schemes 2015 and 2023'.
9. Related Party Transactions
The Company has in place the 'InterGlobe Aviation Limited - Policy on dealing with Related Party Transactions' ("RPT Policy") incompliance with Regulation 23 of the SCSI LODR Regulations. The Policy lays down the process to be followed while dealing withRelated Party Transactions and is intended to ensure that all applicable approvals are obtained in relation to such transactions.
The RPT Policy is available on the Investor Relations section of the website of the Company athttps://www.goindigo.in/content/dam/s6web/in/en/assets/investor-relations/policies/2026/IGAL-Policy-on-Related-Party-Transactions-2026.pdf
All related party transactions entered into during FY 2026, were in accordance with the provisions of the Act read with SCSI LODRRegulations and RPT Policy of the Company. The necessary approvals have been obtained, wherever required, in accordance withthe RPT Policy of the Company.
The Company has not entered into any arrangement / transaction / contract with its related parties which could be consideredmaterial and required approval of the members during FY 2026. Accordingly, the disclosure of particulars of the related partytransactions in Form AOC-2 as required under Section 134(3)(h) of the Act is not applicable.
Transactions entered with the related parties are disclosed in Note no. 37 of the standalone financial statements inthe Annual Report.
10. Directors and Key Managerial PersonnelDirectors
As on March 31, 2026, the Board comprised of nine (9) members, including one (1) executive and eight (8) non-executiveDirectors, out of which four are independent.
During FY 2026, the Company's Board underwent the following changes:
• Dr. Venkataramani Sumantran (DIN: 02153989) ceased to be the Independent Director and Chairperson of the Companyupon completion of his tenure on May 28, 2025. Subsequently, Mr. Vikram Singh Mehta (DIN:00041197), IndependentDirector, was appointed as the Chairperson of the Company with effect from May 28, 2025
• Mr. Michael G. Whitaker (DIN: 02846728) was appointed as an additional Director in the category of IndependentDirector of the Company for a term of five (5) years, effective July 14, 2025, upon receipt of security clearance fromMinistry of Civil Aviation. His appointment was subsequently approved by the shareholders at the 22nd Annual Generalmeeting of the Company
• Mr. Amitabh Kant (DIN: 00222708) was appointed as an Additional Director in the category of Non-Cxecutive Non¬Independent Director, effective September 15, 2025, upon receipt of security clearance from Ministry of Civil Aviation. Hisappointment was subsequently approved by the shareholders on December 6, 2025, by way of postal ballot
In terms of applicable provisions of the Act and the Articles of Association of the Company, Mr. Gregg Albert Saretsky, Non-Cxecutive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM). The Board hasrecommended the re-appointment of Mr. Saretsky as Director at the ensuing AGM.
In the opinion of the Board, the Independent Directors of the Company are persons of high repute and integrity and possessrelevant expertise and experience in their respective fields. They fulfil the conditions specified in the Act, rules made thereunderand SCSI LODR Regulations and are independent of the management.
The list of key skills, expertise and core competencies of the Board of Directors has been provided in the report on CorporateGovernance annexed this Report.
The Company has received requisite declaration of independence from all Independent Directors in terms of the Act and SCBI LODRRegulations, confirming that they continue to meet the criteria of independence and of their registration with the Indian Instituteof Corporate Affairs (IICA) database.
None of the Directors on the Board have been debarred or disqualified by the SCBI, Ministry of Corporate Affairs (MCA) or anyother statutory authority from being appointed or continuing as Directors of the Company.
None of the Directors of the Company are related inter-se in terms of section 2(77) of the Act including rules made thereunder.Key Managerial Personnel
As on March 31,2026, Mr. Rahul Bhatia - Managing Director, Mr. Gaurav Manoher Negi - Chief Financial Officer and Ms. NeerjaSharma - Company Secretary and Chief Compliance Officer were the Key Managerial Personnel of the Company in accordance
with the provisions of Section 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014.
Mr. Pieter Elbers stepped down as the Chief Executive Officer of the Company, effective, close of business hours on March 10,2026. The Board places on record its appreciation for the contribution made by Mr. Elbers during his tenure with the Company.
The Board at its meeting held on March 31,2026, approved the appointment of Mr. William Walsh as the Chief Executive Officerof the Company. The security clearance in respect of his appointment has been received from the Ministry of Civil Aviation (MoCA)and he is expected to assume office on or before August 3, 2026.
11. Number of Meetings of the Board
The Board met twenty four (24) times during the year. The details regarding number of Board meetings and attendance ofDirectors in such meetings, forms part of the report on Corporate Governance annexed to this Report.
12. Committees of the Board
As on March 31,2026, the Board had the following five committees:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Risk Management Committee
iv. Corporate Social Responsibility Committee
v. Stakeholders' Relationship Committee
The details of the composition, terms of reference, and number of committee meetings held during FY 2026 and the attendanceof the committee members at each meeting forms part of the report on Corporate Governance annexed to this Report.
During FY 2026, all the recommendations made by committees were approved by the Board of Directors.
13. Annual Evaluation of the Board, its Committees and Individual Directors
Pursuant to the provisions of the Act and the SEBI LODR Regulations, an annual evaluation of the performance of the Board,its committees, the Chairperson and all Directors, including Independent Directors is undertaken with a view to improve theeffectiveness and contribution of all these constituents to the overall functioning of the Board.
On recommendation of the Nomination and Remuneration Committee (NRC), evaluation process for FY 2026, was conducted bycirculating structured questionnaires covering various aspects of the Board's functioning such as adequacy of the compositionof the Board and its Committees, Board culture, governance etc. to the Board Members. A similar exercise was carried out toevaluate the performance of each of the Board Committees and individual Directors.
The evaluation process was led by the Chairperson of the NRC. The overall performance of the Board and its committees wasassessed as satisfactory.
In a separate meeting of the Independent Directors, performance of the Non-Independent Directors, Chairperson of the Board andthe Board as a whole were also discussed, taking into account the views of Executive and Non-Executive Directors.
14. Remuneration Policy
Your Company has adopted the 'InterGlobe Aviation Limited - Nomination and Remuneration Policy' in compliance with provisionsof the Act and SEBI LODR Regulations, for identification, selection, appointment, removal and remuneration of Directors, KeyManagerial Personnel (KMPs) and senior management of the Company. The Policy lays down the process and parameters for theappointment and remuneration of the KMPs and other senior management personnel and the criteria for determining qualifications,highest level of personal and professional ethics, positive attributes, financial literacy, and independence of a Director. The Policyis available on the website of the Company athttps://www.goindigo.in/content/dam/goindigo/investor-relations/policies/2021/InterGlobe-Nomination-and-Remneraion-Policy.pdf
There has been no change made in the Remuneration Policy during the year under review.
15. Succession Planning
At IndiGo, we follow a rigorous leadership talent review process, known as the "Talent Council". As an outcome of the TalentCouncil, we identify successors for all leadership roles across the organization. Successors are identified across three distinctlevels of readiness. We actively invest in developing this successor pool through diverse learning and experiential opportunities,
while selectively addressing gaps through external talent. As part of our evolution, we are consciously transitioning from afunction- or vertical-specific succession strategy to building a strong pool of fungible leaders who can seamlessly step into newroles across varied business contexts.
16. Risk Management Framework
The Company has established a robust Enterprise Risk Management (ERM) framework in accordance with SEBI's risk managementprinciples and aligned with globally recognized standards such as COSO and ISO 31000. The framework is tailored to theCompany's business model, strategic objectives, and operating environment.
The Board of Directors has constituted a Risk Management Committee, which is responsible for formulating, overseeing,and periodically reviewing the ERM framework and related practices. The Committee undertakes formal reviews of key risksand mitigation measures and regularly updates the risk calendar to reflect emerging risks arising from the dynamic businessenvironment. Details of such risks and their respective mitigation measures are covered in the Management Discussion andAnalysis section, which forms part of this Annual Report.
17. Corporate Social Responsibility (CSR)
IndiGo recognises its responsibility towards society and strives to make a positive impact through its CSR initiatives. Ourcommitment extends to reaching out not just with our planes, but also with our hearts. We believe that CSR is not merely a legalobligation, but a fundamental duty that we embrace wholeheartedly.
At IndiGo, we continuously endeavour to integrate CSR into our core strategies. Our CSR efforts reflect our deep-seated belief ingiving back to society and making a difference in the lives of those we serve.
A brief outline of the Company's Corporate Social Responsibility policy and the initiatives or activities undertaken by the Companyduring FY 2026 are set out in "Annual Report on Corporate Social Responsibility Activities" annexed to this Report as "Annexure A".
The details regarding the CSR Committee, its composition and terms of reference have been included in the report on CorporateGovernance annexed to this Report.
The Corporate Social Responsibility Policy of the Company is available on the Investor Relations section of the website of theCompany at https://www.goindigo.in/content/dam/goindigo/investor-relations/policies/InterGlobe-Aviation-Limited-Corporate-Social-Responsibility-Policy-2.pdf
There has been no change made in the CSR Policy during the year under review.
18. Statutory Auditors
M/s S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 301003E/E300005) were re-appointed asStatutory Auditors of the Company at the 21st AGM held on August 23, 2024 to hold office for a second term of five consecutiveyears, until the conclusion of the 26th AGM of the Company.
M/s S.R. Batliboi & Co. LLP have audited the financial statements of the Company for the year under review. The observationsof Statutory Auditors in their Report read with relevant Notes to Accounts are self-explanatory and therefore, do not requirefurther explanation. The Auditors' Report does not contain any qualification, reservation or adverse remark. There were no fraudsreported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act.
19. Secretarial Auditors
M/s. RMG & Associates, Company Secretaries (Firm Registration Number P2001DE016100) were appointed as Secretarial Auditorsof the Company at 22nd AGM held on August 20, 2025, to hold office for a term of five (5) consecutive financial years effective FY2026 to FY 2030.
The Secretarial Audit Report for the FY 2026 is annexed and forms part of this report as Annexure - B. The Secretarial Audit Reportdoes not contain any qualification, reservation or adverse remark. There were no frauds reported by the Secretarial Auditors tothe Board under Section 143(12) of the Act.
20. Whistleblower Policy / Vigil Mechanism
The Company recognises the importance of fostering an ethical, transparent, and accountable culture as part of its commitment tosustainable growth and strong corporate governance. In line with this commitment, the Company actively promotes awareness ofethical standards and responsible conduct across the organisation to encourage employees and stakeholders to speak up withoutfear. Any actual or potential violation of the Company's Code of Conduct, Company policies, or applicable laws, irrespective ofits magnitude, is treated with utmost seriousness. The Company believes that timely reporting of such matters enables earlyintervention and helps mitigate potential reputational and financial risks.
In accordance with Section 177(9) of the Act and Regulation 22 of the SEBI LODR Regulations, the Company has established aVigil Mechanism to facilitate timely, transparent, and reliable reporting of actual or suspected misconduct or unethical behavior.As part of this mechanism, the Company has adopted a Whistleblower Policy that lays down the framework and proceduresfor employees and other stakeholders to report unacceptable practices, misconduct, or violations of the Code of Conduct orapplicable laws. The Policy also provides adequate safeguards to protect whistleblowers from victimisation and retaliation andprovides direct access to the Chairperson of the Audit Committee in exceptional cases. During FY 2026, no person was deniedaccess to the Chairperson of the Audit Committee.
The Company also undertakes periodic ethics and compliance awareness initiatives, communication campaigns, and trainingprograms to reinforce the importance of integrity, ethical decision-making, and responsible reporting across all levels ofthe organisation.
The whistleblowing mechanism includes a helpline titled "6E Ethics Helpline," which provides multiple reporting channels, includinga toll-free hotline, email, web portal, chatbot, and postal mail, of which four channels permit anonymous reporting. The helplinehas contributed towards building trust and confidence among employees and other stakeholders to raise concerns withouthesitation. All complaints are treated with due seriousness and reviewed in a timely manner. Investigations are conductedobjectively and independently, in adherence to the principles of natural justice. Based on the nature and severity of the violationof the Code of Conduct, Company policies, or applicable laws, appropriate corrective and disciplinary actions are undertaken.
The Whistleblower Policy is available on the Investor Relations section of the Company's website athttp://goindigo.in/content/dam/goindigo/investor-relations/policies/2024/Whistleblower-Policy Updated 02-07-2024.pdf
The Audit Committee oversees the implementation of the Policy and reviews the status and resolution of complaints on aquarterly basis.
21. Compliance Management
The Company has a robust regulatory compliance framework to ensure ongoing adherence to applicable laws and regulations. Thisis supported by a centralised, technology-enabled compliance management system built on a comprehensive and periodicallyupdated inventory of applicable laws.
The system follows a maker-checker mechanism, wherein the compliances submitted by one user are independently reviewedby another. Automated alerts are also generated to facilitate timely monitoring and reporting of such compliances. A quarterlycertificate of compliance, including any corrective actions or mitigation plans, is presented to the Board of Directors for theirreview and noting.
This structured, technology-driven approach reinforces the Company's commitment to strong governance practices, transparencyand sustained compliance discipline.
22. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013 ("POSH ACT")
The Company maintains a zero-tolerance policy towards sexual harassment at the workplace and is committed to providing a safeand respectful work environment for all employees. While the POSH Act specifically addresses complaints reported by women,IndiGo has adopted a gender-neutral policy to ensure protection and redressal for all individuals, regardless of gender, who mayface harassment at the workplace.
To address such concerns, the Company has constituted an Internal Committee (ICC) in compliance of POSH Act. A senior ladycolleague serves as the Presiding Officer of the ICC. The Committee also includes an external member who is a qualified lawyer.The ICC ensures that all matters are handled and resolved in a timely and effective manner, in accordance with the POSH Act. Inaddition to the ICC, the Company has also constituted an Employer's Committee comprising senior leaders of the Company tosupport its POSH framework.
The Company has in place a robust internal mechanism and a comprehensive policy on the Prevention of Sexual Harassment atWorkplace to manage such cases. All employees are sensitised about the policy from their first day of employment. Regularawareness programs and campaigns are conducted, which include guidance on the process for filing complaints and details of ICCmembers. This information is prominently displayed across all our workplace locations.
All investigations are conducted objectively, sensitively, and fairly, without presuming any prima facie guilt of the respondent.The highest standards of confidentiality are maintained throughout the process.
During FY 2026, the Company received 74 complaints. A total of 80 complaints were disposed off during the year, includingcomplaints pertaining to earlier periods, and no complaint remained pending for more than ninety days as at the close of thefinancial year.
23. Internal Financial Controls and their adequacy
An adequate Internal Financial Control (IFC) system has been put in place to ensure compliance with various policies, practicesand statutes. The Company ensures that such IFC systems are commensurate with the size, nature and complexity of our businessand are adequate and operating effectively on an ongoing basis.
The Board has adopted policies and procedures for:
• Timely preparation of reliable financial information
• Effectiveness and efficiency of operations
• Accuracy and completeness of the accounting records
• Adequacy of safeguards for assets
• Prevention and detection of frauds and errors
• Ensuring that transactions are carried out with adequate authorisation and complying with Corporate Policies and Processes
The details in respect of IFC and their adequacy are included in the Management Discussion and Analysis Report, which forms partof the Annual Report. Nonetheless, the Company recognises that any internal control framework, no matter how well designed,has inherent limitations and accordingly, regular audits and review processes ensure that such systems are reinforced onan ongoing basis.
24. Particulars of Loans, Investments and Guarantees
The particulars of loans, investments and guarantees as on March 31,2026, as provided under Section 186 of the Act read withthe Companies (Meetings of Board and its Powers) Rules, 2014, as amended and SEBI LODR Regulations, are given in the noteno. 8 and 9 to the standalone financial statements of the Company.
25. Material Changes and Commitments affecting the Financial Position of the Company, between the end ofthe Financial Year 2026 and the date of this Report
Other than as stated elsewhere in this Report, there are no material changes and commitments affecting the financial positionof the Company between the end of the financial year and the date of this Report.
26. Management Discussion and Analysis Report
The Management Discussion and Analysis Report on the Company's financial and operational performance, industry trends andother details as required in compliance with Regulation 34 of the SEBI LODR Regulations for FY 2026 forms part of the Annual Report.
27. Report on Corporate Governance
In compliance with Regulation 34 read with Schedule V of the SEBI LODR Regulations, the Report on Corporate Governance of theCompany together with a certificate from M/s DPV & Associates LLP, Company Secretaries, confirming compliance of conditions ofCorporate Governance during FY 2026, forms part of the Annual Report.
A certificate from the Managing Director and the Chief Financial Officer in terms of Regulation 17 of the SEBI LODR Regulations,inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal controlmeasures and reporting of matters to the Audit Committee, also forms part of the Annual Report.
28. Business Responsibility and Sustainability Report
In compliance with Regulation 34 of the SEBI LODR Regulations, the Business Responsibility and Sustainability Report for FY 2026describing various initiatives undertaken from an ethical, environment, social and governance perspective during FY 2026 formspart of the Annual Report.
29. Annual Return
In terms of Sections 92(3) and 134(3)(a) of the Act, annual return for FY 2026 is available under the 'Investors' section ofthe Company's website at:https://www.goindigo.in/content/dam/s6web/in/en/assets/investor-relations/other-related-documents/2025-26/Annual Return MGT-7 FY-2025-26.pdf
30. Significant and Material Orders Passed by the Regulators, Courts and Tribunals
During the FY 2026, there were no significant or material orders passed by the regulators, courts or tribunals impacting the goingconcern status of the Company or its operations in future.
However, the Company received certain orders from the Directorate General of Civil Aviation (DGCA) in relation to events that ledto operational disruption of the Company's flights in early December 2025. These orders, inter-alia, imposed of financial penaltiesaggregating to INR 22.20 crore for non-compliances under applicable Civil Aviation Requirements, along with a requirement tofurnish a bank guarantee of INR 50 crore for implementation of systemic reforms as per defined 'KPI 's or 'Key Requirements' withphased release linked to satisfactory compliance by IndiGo. The orders also entailed certain actions concerning senior managementpersonnel in respect of identified operational and supervisory aspects. The Company has complied with the aforesaid orders andis implementing appropriate corrective compliance measures, wherever required, in line with regulatory requirements.
In addition to the above, Competition Commission of India (CCI) has issued a prima facie order under Section 26(1) of theCompetition Act, 2002, directing the CCI's Director General (DG) to initiate an investigation against the Company. The Companyis extending full cooperation to the investigation.
31. Awards and Recognitions
These details have been captured in "Awards & Recognitions" section of this Annual Report.
32. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board, based on representations received from the Management, and theprocesses involving the Company's statutory and internal audit functions, and to the best of its knowledge, ability, and dueinquiry, confirms that:
i. In preparation of the annual accounts, applicable accounting standards have been followed and proper explanation for anymaterial departures, if any, has been provided.
ii. Applicable accounting policies have been selected and applied consistently in order to form views/make judgments andestimates that are reasonable and prudent. This is intended to facilitate a true and fair view of the state of affairs of theCompany at the end of FY 2026 including profit/loss of the Company for that period.
iii. Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Actis taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. Annual accounts have been prepared on a going concern basis.
v. Internal Financial Controls (IFCs) to be followed by the Company have been laid down and such IFCs are adequate andoperating effectively.
vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems areadequate and operating effectively.
33. Particulars of employees
The statement containing disclosure of remuneration under Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel), Rules, 2014, as amended is given in Annexure - C forming part ofthis Report. The information as per Rule 5(2) and Rule 5(3) of the abovementioned Rules is provided in a separate annexure. Asper the provisions of Section 136(1) of the Act and the Rules made thereunder, the Annual Report and the financial statements,excluding the aforesaid annexure, are being sent to the members, and other persons entitled thereto. The said annexure isavailable for inspection by the members of the Company.
None of the employees listed in the Annexure is related to any Director of the Company.
Mr. Rahul Bhatia, Managing Director of the Company has not received any remuneration or commission from the Company or anysubsidiary of the Company.
34. Transfer to Investor education and Protection Fund
In accordance with requirements of section 124 and 125 of the Act, the Company transferred INR 1,15,290 pertaining to unclaimeddividend for FY 2018 and 948 equity shares in respect of which the dividend remained unpaid or unclaimed for seven consecutiveyears to Investor Education and Protection Fund (IEPF) during FY 2026.
35. Conservation of Energy and Technology AbsorptionEnergy Conservation
IndiGo persistently strives to run its operations more efficiently to reduce fuel consumption and resultant fuel emissions.This endeavour entails IndiGo's continuous commitment towards conservation of energy and motivates it to embrace newertechnological advances. Several measures were taken for conservation of energy including fuel monitoring, enhancing pilotawareness about green policies, conducting engine washes, and initiating weight reduction programs and adherence to standardoperating procedures (SOPs) to optimize fuel consumption.
Multiple air space optimisation initiatives like shortening of routes, optimum flight levels, promulgation of Required NavigationPerformance (RNP) approaches, Localiser Performance with Vertical Guidance (LPV) approaches, reduction of distance throughConditional Routes (CDR) have resulted in significant reduction of carbon emissions.
One engine taxiing, optimum take-off and landing profiles, route optimization etc., also contribute significantly to efficientfuel consumption.
The Company continues to implement measures to improve fuel efficiency and enhance operational safety at the flight planningstage. Upgraded systems, supported by analytics and forecasted wind conditions, enable accurate identification of optimalrunways for departure and arrival, along with appropriate Standard Instrument Departures (SID) and Standard TerminalArrival Routes (STAR). This enhanced planning capability optimizes fuel uplift by ensuring that precise departure and arrivalfuel requirements are incorporated at the planning stage, thereby reducing reliance on discretionary or additional fuel whilestrengthening overall flight safety.
The Company uses the ground support equipment powered by cleaner alternative fuels such as CNG and electricity, replacingconventional diesel-powered equipment to reduce the carbon emissions at airports.
Fleet modernisation remains a key energy conservation initiative of the Company, with a sustained focus on the induction ofnext-generation, fuel-efficient aircraft. During FY 2026, the Company inducted India's first Airbus A321 Extra-Long-Range (XLR)aircraft into its fleet. This advanced narrow-body aircraft offers an extended operational range of up to 8,700 kilometers, coupledwith enhanced fuel efficiency. The induction of the A321XLR represents a strategic milestone, enabling the Company to operatelonger international sectors directly from India while maintaining cost efficiency.
Technology Absorption
The Company is dedicated to pioneering advancements in technology, consistently taking proactive steps to stay at the forefrontof innovation.
As part of our ongoing efforts to advance cockpit digitalization and reduce reliance on paper-based materials, the Companyhas progressively transitioned to electronic documentation across its Airbus and ATR fleets. During FY 2026, paper copies ofthe Quick Reference Handbook (QRH - one copy), Aircraft Flight Manual (AFM), Minimum Equipment List (MEL), and Safety& Emergency Procedures (SEP) Manual were withdrawn. This shift enables timely update of critical information for flight crewwhich in turn enhances safety and operational reliability, reduces weight onboard, and supports our sustainability goals byminimizing paper usage.
The Company has adopted the Flight Operations & Maintenance Exchanger (FOMAX) solution across its Airbus Neo fleet, enablingmore efficient management of aircraft data. With this implementation, a significant portion of ACARS (Aircraft CommunicationsAddressing and Reporting System) traffic is now routed through FOMAX, resulting in a 30% reduction in overall datalink traffic.This advancement has also closed critical gaps in the timely receipt of performance/maintenance data. By strengthening dataintegrity, the FOMAX solution enhances fleet reliability, reduces communication (ACARS) costs, and supports more informeddecision-making for both flight operations and maintenance teams.
The Company has successfully introduced Light Cockpit SATCOM technology on our XLR fleet marking a significant step in enhancingcockpit connectivity in remote and oceanic regions where traditional VHF coverage is limited or unavailable. This system providespilots with secure, real-time communication channels, ensuring continuous contact with ground operations and air traffic controleven in non-VHF coverage areas. By enabling seamless data exchange, Light Cockpit SATCOM enhances safety standards, supportsmore accurate decision-making, improves capabilities of handling medical emergencies in air, reduces operational delays, andstrengthens compliance with evolving global air traffic management requirements.
During FY 2026, the Company introduced Airbus aircraft featuring Harmonized Primary Flight Display (hPFD), a next-generationcockpit innovation designed by Airbus to enhance pilot situational awareness and operational efficiency. The hPFD providesa unified and intuitive interface, consolidating critical flight information into a streamlined display that reduces workload andimproves decision-making. The induction of hPFD-equipped aircraft underscores our commitment to adopting cutting-edgetechnology that strengthens safety, optimizes performance, and supports operational excellence across our network.
36. Foreign €xchonge €arnings and Outgo
The details of foreign exchange earnings and outgo for FY 2026, on an accrual basis, are set out below:
Amount(INR in million)
Foreign exchange earnings
150,547
Foreign exchange outgo
330,517
37. Other Disclosures and Confirmations
a) The Company has not accepted any deposits, including from the public, and, as such, no amount of principal or interest onpublic deposit was outstanding as on the date of this report.
b) The Company has not issued shares with differential voting rights and sweat equity shares during the year under review.
c) The Company has complied with all applicable secretarial standards issued by the Institute of Company Secretaries of India.
d) Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Actare not applicable for the business activities carried out by the Company.
e) There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 whichmaterially impacts the business of the Company.
f) There has been no change in the nature of the business of the Company during the year under review.
g) There were no instances where the Company required the valuation for one time settlement or while taking the loan fromthe Banks or Financial institutions.
h) The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and provides maternitybenefits including paid maternity leave and other applicable entitlements to all eligible employees in accordance with thestatutory requirements.
i) The Government of India implemented four Labour Codes effective November 21, 2025, consolidating 29 existing labourlaws governing wages, social security, industrial relations, and occupational safety, health and working conditions. TheCompany assessed the impact of these Codes on its operations and employment practices. Necessary changes are beingprogressively implemented in compensation structures, statutory compliances, employee documentation, health and safetysystems, and separation processes to ensure alignment with the revised legal framework. Adequate financial provisionshave been recognised in respect of the implementation of these Codes.
38. Acknowledgement
The Board places on record its sincere appreciation for the dedication, resilience and collaborative spirit demonstrated by theemployees of the Company, who came together to effectively navigate a challenging period during the year, particularly theoperational disruption experienced in early December.
The Board also expresses its gratitude to our valued customers for their continued trust, patience and understanding during thisperiod, and for their confidence in the Company's commitment to delivering a safe, reliable and seamless travel experience.
The Board takes this opportunity to acknowledge and thank the Central and State Governments, regulatory authorities, investors,bankers and all other stakeholders for their continued guidance, cooperation and support. The Company remains committed tofurther strengthening these relationships and to reinforcing its operational resilience, as it continues its endeavour to be theairline of choice for all its stakeholders.
On behalf of the Board ofInterGlobe Aviation Limited
Mr. Vikram Singh Mehta Anil Parashar
Date: May 29, 2026 Chairperson Director
Place: Gurugram DIN: 00041197 DIN: 00055377