Dear Members,
The Board of Directors is pleased to present the 23rd Annual
Report of InterGlobe Aviation Limited ("Company" or "IndiGo") along
with the 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, is summarised below:
|
Consolidated |
Standalone |
| Particulars |
Year ended |
Year ended |
|
31-Mar-26 |
31-Mar-25 |
31-Mar-26 |
31-Mar-25 |
| Revenue from operations |
849,619 |
808,029 |
849,619 |
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) |
75,934 |
(20,833) |
75,875 |
| Current Tax |
139 |
3,346 |
- |
3,338 |
| Deferred tax charge |
4,192 |
4 |
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) |
(61.88) |
187.67 |
(64.74) |
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 million
for 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 the previous year's total income of
INR 841,098 million. The Company has incurred a net loss of INR 25,025 million for FY 2026
as compared 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 in India. Over the years, Agile has
played a significant role in strengthening the Company's operational capabilities and
has been a 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 8,452 million. 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 the sole financing arm of the
Company for financing & leasing activities of Aircraft and other Aircraft related
equipments. During the financial 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 and Optionally 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 in the 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 between the Company and Agile.
InterGlobe Aviation Ventures LLP acts as an Investment Manager to
InterGlobe Aviation Ventures ("Trust"), a Category II Alternate Investment 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, and allied 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 the previous financial year. Net
profit for the year was INR 10.46 million, as against the loss of INR 15.67 million
reported in the financial year 2025.
The annual accounts of aforementioned entities are available on the
website of the Company viz. www.goindigo.in and shall also be kept open for inspection at
the registered office of the Company and the respective entities. The Company shall also
make available 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 Form AOC -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 Obligations and Disclosure
Requirements), Regulations, 2015 ("SEBI LODR Regulations") can be viewed on the
Company's website at
https://www.goindigo.in/content/dam/goindigo/investor-relations/policies/2021/InterGlobe-Aviation-Limited-Policy-on-Material-Subsidiary.pdf.
As on March 31, 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 recent years. In addition to the geopolitical
developments that led to closure of airspace at Pakistan and Middle East, the Company
experienced a brief period of unforeseen and unprecedented operational disruption in early
December 2025, which resulted in inconvenience to our customers, employees and partners.
The Board sincerely regrets the hardship caused by this disruption and expresses 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
of 84.4% 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 highest NPS 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 of operational 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 consisting of 5 Boeing 737, 6 Boeing 787, 5 Airbus A320 CEO, and 4 Airbus A321
neo aircraft, providing operational flexibility and capacity support during the year.
During FY 2026, IndiGo continued to expand, strengthen and modernize
its fleet with induction of 51 new fuel-efficient Airbus neo aircraft 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
processes and equipments.
Customer engagement and satisfaction remained a key focus area for the
Company. With a significant increase in customer interactions, the Company continued to
improve the effectiveness of its customer engagement model across channels, including the
contact centre, digital platforms and social media. The AI-enabled assistance platform -
6Eskai supported over 1.8 million customer interactions, contributing to enhanced customer
satisfaction. Proactive communication, rapid capacity ramp-up and automation 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 and supporting first-time and
language-diverse travellers through structured pre-flight preparation. Food and beverage
service were also refined based on regular customer feedback. All these efforts helped the
Company in improving its Net Promoter Score by approximately 23% year-on -year, reaching
highest levels in the past few years. This improvement reflects sustained progress in
operational 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 conducted in-house, structural repair and component capabilities were expanded, and
maintenance capability was upgraded at multiple stations. IndiGo also became the first
airline in India to receive Part 21 approval, enabling in-house production of select
non-structural cabin parts.
Compliance and Safety remained an integral part of IndiGo's
operational strategy. The Company further strengthened its Safety Management 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 was also 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 learning from routine operations, and reinforced a culture of
openness, transparency, and continuous safety enhancement. The Safety Enhancement Card
(SEC) has been introduced to provide pilots with concise, station-specific safety
insights, supporting improved situational awareness.
Training in aviation is of paramount importance to ensure the highest
levels of safety, regulatory compliance, and operational efficiency. During the year,
training was delivered to more than 47,000 employees, to support growth and a smooth
transition towards a multi-fleet, multi-haul operating model. Targeted training
interventions delivered measurable safety outcomes, including reductions in medical
diversions, crew injuries and turbulence-related incidents. Leadership capability
development continued through structured programmes such as 6E Elevate, IndiGOLD Horizon
2.0 and IndiGOLD Edge, delivered in collaboration with premier 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 saw further 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 the future command upgrade
pipeline.
The Company continued to pursue initiatives that aimed at reducing its
environmental footprint. These included enhanced pilot awareness 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-handling equipment, 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 the parameters and factors to be considered by
the Board of Directors ("Board") while declaring or recommending dividend and/or
retaining 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 an expanded articulation of external factors including macroeconomic,
regulatory and market considerations, and clearly sets out the circumstances under which
profits may be retained to support strategic priorities.
The said Dividend Distribution Policy is available on the website of
the Company at https://www.goindigo.in/content/dam/
goindigo/investor-relations/policies/2021/InterGlobe-Aviation-Limited-Dividend-Distribution-Policy.pdf.
A copy of the same is attached as Annexure-D.
Based on the Company's financial performance and distributable
reserves for the year under review, the Board has not recommended 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. Employee 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 in compliance with relevant/ applicable ESOP
Regulations/ Guidelines.
M/s. RMG & Associates, Practising Company Secretaries, Secretarial
Auditors of the Company have certified that the Employee Stock Option Schemes of the
Company have been implemented in accordance with the applicable Regulations and the
resolutions passed by the members in this regard. The certificate will be made available
for electronic inspection by members during the AGM of the Company.
The disclosure(s) as required under the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 are disclosed on the website of the Company
and can be accessed at
https://www.goindigo.in/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 Capital
Authorised Share Capital
There has been no change in the authorised share capital of the Company
during FY 2026. As on March 31, 2026, the authorised share 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 to INR 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") in
compliance with Regulation 23 of the SEBI LODR Regulations. The Policy lays down the
process to be followed while dealing with Related 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 at https://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 SEBI LODR Regulations and RPT Policy
of the Company. The necessary approvals have been obtained, wherever required, in
accordance with the RPT Policy of the Company.
The Company has not entered into any arrangement / transaction /
contract with its related parties which could be considered material and required approval
of the members during FY 2026. Accordingly, the disclosure of particulars of the related
party transactions in Form AOC-2 as required under Section 134(3)(h) of the Act is not
applicable.
Transactions entered with the related parties are disclosed in Note no.
37 of the standalone financial statements in the Annual Report.
10. Directors and Key Managerial Personnel
Directors
As on March 31, 2026, the Board comprised of nine (9) members,
including one (1) executive and eight (8) non-executive Directors, 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 Company upon completion of his tenure on May
28, 2025. Subsequently, Mr. Vikram Singh Mehta (DIN:00041197), Independent Director, 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 Independent Director of the Company for a term of
five (5) years, effective July 14, 2025, upon receipt of security clearance from Ministry
of Civil Aviation. His appointment was subsequently approved by the shareholders at the
22nd Annual General meeting of the Company
Mr. Amitabh Kant (DIN: 00222708) was appointed as an Additional
Director in the category of Non-Executive Non-Independent Director, effective September
15, 2025, upon receipt of security clearance from Ministry of Civil Aviation. His
appointment 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-Executive Director of the
Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM). The
Board has recommended 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 possess relevant expertise and experience in
their respective fields. They fulfil the conditions specified in the Act, rules made
thereunder and SEBI LODR Regulations and are independent of the management.
The list of key skills, expertise and core competencies of the Board of
Directors has been provided in the report on Corporate Governance annexed this Report.
The Company has received requisite declaration of independence from all
Independent Directors in terms of the Act and SEBI LODR Regulations, confirming that they
continue to meet the criteria of independence and of their registration with the Indian
Institute of Corporate Affairs (IICA) database.
None of the Directors on the Board have been debarred or disqualified
by the SEBI, Ministry of Corporate Affairs (MCA) or any other 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. Neerja Sharma - 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 Managerial Personnel) 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 Officer of 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 of Directors 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 attendance of 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 the
effectiveness 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 by circulating structured questionnaires
covering various aspects of the Board's functioning such as adequacy of the
composition of the Board and its Committees, Board culture, governance etc. to the Board
Members. A similar exercise was carried out to evaluate the performance of each of the
Board Committees and individual Directors.
The evaluation process was led by the Chairperson of the NRC. The
overall performance of the Board and its committees was assessed as satisfactory.
In a separate meeting of the Independent Directors, performance of the
Non-Independent Directors, Chairperson of the Board and the Board as a whole were also
discussed, taking into account the views of Executive and Non-Executive Directors.
14. Remuneration Policy
Your Company has adopted the ‘InterGlobe Aviation Limited –
Nomination and Remuneration Policy' in compliance with provisions of the Act and SEBI
LODR Regulations, for identification, selection, appointment, removal and remuneration of
Directors, Key Managerial Personnel (KMPs) and senior management of the Company. The
Policy lays down the process and parameters for the appointment and remuneration of the
KMPs and other senior management personnel and the criteria for determining
qualifications, highest level of personal and professional ethics, positive attributes,
financial literacy, and independence of a Director. The Policy is available on the website
of the Company at
https://www.goindigo.in/content/dam/goindigo/investor-relations/policies/2021/
InterGlobe-Nomination-and-Remneraion-Policy.pdf
There has been no change made in the Remuneration Policy during the
year under review.
15. Succession Planning
At IndiGo, we follow a rigorous leadership talent review process, known
as the "Talent Council". As an outcome of the Talent Council, we identify
successors for all leadership roles across the organization. Successors are identified
across three distinct levels 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 a function- or vertical-specific succession strategy to building a strong pool of
fungible leaders who can seamlessly step into new roles 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 management principles and aligned with
globally recognized standards such as COSO and ISO 31000. The framework is tailored to the
Company'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 risks and
mitigation measures and regularly updates the risk calendar to reflect emerging risks
arising from the dynamic business environment. Details of such risks and their respective
mitigation measures are covered in the Management Discussion and Analysis 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. Our commitment extends to reaching out
not just with our planes, but also with our hearts. We believe that CSR is not merely a
legal obligation, but a fundamental duty that we embrace wholeheartedly.
At IndiGo, we continuously endeavour to integrate CSR into our core
strategies. Our CSR efforts reflect our deep-seated belief in giving back to society and
making a difference in the lives of those we serve.
A brief outline of the Company's Corporate Social Responsibility
policy and the initiatives or activities undertaken by the Company during FY 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 Corporate Governance annexed to this Report.
The Corporate Social Responsibility Policy of the Company is available
on the Investor Relations section of the website of the Company at
https://www.goindigo.in/content/dam/goindigo/investor-relations/policies/InterGlobe-Aviation-Limited-Corporate-Social-Responsibility-Policy-2.pdf
There has been no change made in the CSR Policy during the year under
review.
18. Statutory Auditors
M/s S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm
Registration Number 301003E/E300005) were re-appointed as Statutory Auditors of the
Company at the 21st AGM held on August 23, 2024 to hold office for a second
term of five consecutive years, 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 observations of Statutory Auditors in their
Report read with relevant Notes to Accounts are self-explanatory and therefore, do not
require further explanation. The Auditors' Report does not contain any qualification,
reservation or adverse remark. There were no frauds reported by the Statutory Auditors to
the Audit Committee or the Board under Section 143(12) of the Act.
19. Secretarial Auditors
M/s. RMG & Associates, Company Secretaries (Firm Registration
Number P2001DE016100) were appointed as Secretarial Auditors of the Company at 22nd
AGM held on August 20, 2025, to hold office for a term of five (5) consecutive financial
years effective FY 2026 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 Report does not contain any
qualification, reservation or adverse remark. There were no frauds reported by the
Secretarial Auditors to the Board under Section 143(12) of the Act.
20. Whistleblower Policy / Vigil Mechanism
The Company recognises the importance of fostering an ethical,
transparent, and accountable culture as part of its commitment to sustainable growth and
strong corporate governance. In line with this commitment, the Company actively promotes
awareness of ethical standards and responsible conduct across the organisation to
encourage employees and stakeholders to speak up without fear. Any actual or potential
violation of the Company's Code of Conduct, Company policies, or applicable laws,
irrespective of its magnitude, is treated with utmost seriousness. The Company believes
that timely reporting of such matters enables early intervention 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 a Vigil 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 procedures for employees and other stakeholders to report
unacceptable practices, misconduct, or violations of the Code of Conduct or applicable
laws. The Policy also provides adequate safeguards to protect whistleblowers from
victimisation and retaliation and provides direct access to the Chairperson of the Audit
Committee in exceptional cases. During FY 2026, no person was denied access to the
Chairperson of the Audit Committee.
The Company also undertakes periodic ethics and compliance awareness
initiatives, communication campaigns, and training programs to reinforce the importance of
integrity, ethical decision-making, and responsible reporting across all levels of the
organisation.
The whistleblowing mechanism includes a helpline titled "6E Ethics
Helpline," which provides multiple reporting channels, including a toll-free hotline,
email, web portal, chatbot, and postal mail, of which four channels permit anonymous
reporting. The helpline has contributed towards building trust and confidence among
employees and other stakeholders to raise concerns without hesitation. All complaints are
treated with due seriousness and reviewed in a timely manner. Investigations are conducted
objectively and independently, in adherence to the principles of natural justice. Based on
the nature and severity of the violation of 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 at http://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 a quarterly basis.
21. Compliance Management
The Company has a robust regulatory compliance framework to ensure
ongoing adherence to applicable laws and regulations. This is supported by a centralised,
technology-enabled compliance management system built on a comprehensive and periodically
updated inventory of applicable laws.
The system follows a maker-checker mechanism, wherein the compliances
submitted by one user are independently reviewed by another. Automated alerts are also
generated to facilitate timely monitoring and reporting of such compliances. A quarterly
certificate of compliance, including any corrective actions or mitigation plans, is
presented to the Board of Directors for their review and noting.
This structured, technology-driven approach reinforces the
Company's commitment to strong governance practices, transparency and 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 safe and respectful work environment for
all employees. While the POSH Act specifically addresses complaints reported by women,
IndiGo has adopted a gender-neutral policy to ensure protection and redressal for all
individuals, regardless of gender, who may face harassment at the workplace.
To address such concerns, the Company has constituted an Internal
Committee (ICC) in compliance of POSH Act. A senior lady colleague serves as the Presiding
Officer of the ICC. The Committee also includes an external member who is a qualified
lawyer. The ICC ensures that all matters are handled and resolved in a timely and
effective manner, in accordance with the POSH Act. In addition to the ICC, the Company has
also constituted an Employer's Committee comprising senior leaders of the Company to
support its POSH framework.
The Company has in place a robust internal mechanism and a
comprehensive policy on the Prevention of Sexual Harassment at Workplace to manage such
cases. All employees are sensitised about the policy from their first day of employment.
Regular awareness programs and campaigns are conducted, which include guidance on the
process for filing complaints and details of ICC members. This information is prominently
displayed across all our workplace locations.
All investigations are conducted objectively, sensitively, and fairly,
without presuming any prima facie guilt of the respondent. The highest standards of
confidentiality are maintained throughout the process.
During FY 2026, the Company received 74 complaints. A total of 80
complaints were disposed off during the year, including complaints pertaining to earlier
periods, and no complaint remained pending for more than ninety days as at the close of
the financial 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, practices and statutes. The Company
ensures that such IFC systems are commensurate with the size, nature and complexity of our
business and are adequate and operating effectively on an ongoing basis.
The Board has adopted policies and procedures for:
Timely preparation of reliable financial information
Effectiveness and efficiency of operations
Accuracy and completeness of the accounting records
Adequacy of safeguards for assets
Prevention and detection of frauds and errors
Ensuring that transactions are carried out with adequate
authorisation and complying with Corporate Policies and Processes
The details in respect of IFC and their adequacy are included in the
Management Discussion and Analysis Report, which forms part of the Annual Report.
Nonetheless, 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 on an 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 with the Companies (Meetings of Board
and its Powers) Rules, 2014, as amended and SEBI LODR Regulations, are given in the note
no. 8 and 9 to the standalone financial statements of the Company.
25. Material Changes and Commitments affecting the Financial Position
of the Company, between the end of the 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 position of 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 and other 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 the Company together with a certificate
from M/s DPV & Associates LLP, Company Secretaries, confirming compliance of
conditions of Corporate 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
control measures 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 2026 describing various
initiatives undertaken from an ethical, environment, social and governance perspective
during FY 2026 forms part 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 of the 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 going concern 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 led to operational disruption
of the Company's flights in early December 2025. These orders, inter-alia, imposed of
financial penalties aggregating to INR 22.20 crore for non-compliances under applicable
Civil Aviation Requirements, along with a requirement to furnish a bank guarantee of INR
50 crore for implementation of systemic reforms as per defined ‘KPI 's or
‘Key Requirements' with phased release linked to satisfactory compliance by
IndiGo. The orders also entailed certain actions concerning senior management personnel in
respect of identified operational and supervisory aspects. The Company has complied with
the aforesaid orders and is 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 the Competition Act, 2002, directing the
CCI's Director General (DG) to initiate an investigation against the Company. The
Company is 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 the processes involving the
Company's statutory and internal audit functions, and to the best of its knowledge,
ability, and due inquiry, confirms that:
i. In preparation of the annual accounts, applicable accounting
standards have been followed and proper explanation for any material departures, if any,
has been provided.
ii. Applicable accounting policies have been selected and applied
consistently in order to form views/make judgments and estimates that are reasonable and
prudent. This is intended to facilitate a true and fair view of the state of affairs of
the Company at the end of FY 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 Act is taken for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. Annual accounts have been prepared on a going concern basis.
v. Internal Financial Controls (IFCs) to be followed by the Company
have been laid down and such IFCs are adequate and operating effectively.
vi. Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and such systems are adequate and operating effectively.
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 of
this Report. The information as per Rule 5(2) and Rule 5(3) of the abovementioned Rules is
provided in a separate annexure. As per the provisions of Section 136(1) of the Act and
the Rules made thereunder, the Annual Report and the financial statements, excluding the
aforesaid annexure, are being sent to the members, and other persons entitled thereto. The
said annexure is available for inspection by the members of the Company.
None of the employees listed in the Annexure is related to any Director
of the Company.
Mr. Rahul Bhatia, Managing Director of the Company has not received any
remuneration or commission from the Company or any subsidiary of the Company.
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 unclaimed dividend for FY 2018 and 948
equity shares in respect of which the dividend remained unpaid or unclaimed for seven
consecutive years to Investor Education and Protection Fund (IEPF) during FY 2026.
35. Conservation of Energy and Technology Absorption
Energy Conservation
IndiGo persistently strives to run its operations more efficiently to
reduce fuel consumption and resultant fuel emissions. This endeavour entails IndiGo's
continuous commitment towards conservation of energy and motivates it to embrace newer
technological advances. Several measures were taken for conservation of energy including
fuel monitoring, enhancing pilot awareness about green policies, conducting engine washes,
and initiating weight reduction programs and adherence to standard operating procedures
(SOPs) to optimize fuel consumption.
Multiple air space optimisation initiatives like shortening of routes,
optimum flight levels, promulgation of Required Navigation Performance (RNP) approaches,
Localiser Performance with Vertical Guidance (LPV) approaches, reduction of distance
through Conditional Routes (CDR) have resulted in significant reduction of carbon
emissions.
One engine taxiing, optimum take-off and landing profiles, route
optimization etc., also contribute significantly to efficient fuel consumption.
The Company continues to implement measures to improve fuel efficiency
and enhance operational safety at the flight planning stage. Upgraded systems, supported
by analytics and forecasted wind conditions, enable accurate identification of optimal
runways for departure and arrival, along with appropriate Standard Instrument Departures
(SID) and Standard Terminal Arrival Routes (STAR). This enhanced planning capability
optimizes fuel uplift by ensuring that precise departure and arrival fuel requirements are
incorporated at the planning stage, thereby reducing reliance on discretionary or
additional fuel while strengthening overall flight safety.
The Company uses the ground support equipment powered by cleaner
alternative fuels such as CNG and electricity, replacing conventional diesel-powered
equipment to reduce the carbon emissions at airports.
Fleet modernisation remains a key energy conservation initiative of the
Company, with a sustained focus on the induction of next-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, coupled with enhanced fuel
efficiency. The induction of the A321XLR represents a strategic milestone, enabling the
Company to operate longer 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 forefront of innovation.
As part of our ongoing efforts to advance cockpit digitalization and
reduce reliance on paper-based materials, the Company has progressively transitioned to
electronic documentation across its Airbus and ATR fleets. During FY 2026, paper copies of
the 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 crew which in turn
enhances safety and operational reliability, reduces weight onboard, and supports our
sustainability goals by minimizing paper usage.
The Company has adopted the Flight Operations & Maintenance
Exchanger (FOMAX) solution across its Airbus Neo fleet, enabling more efficient management
of aircraft data. With this implementation, a significant portion of ACARS (Aircraft
Communications Addressing 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 data
integrity, the FOMAX solution enhances fleet reliability, reduces communication (ACARS)
costs, and supports more informed decision-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 enhancing cockpit connectivity in remote
and oceanic regions where traditional VHF coverage is limited or unavailable. This system
provides pilots with secure, real-time communication channels, ensuring continuous contact
with ground operations and air traffic control even in non-VHF coverage areas. By enabling
seamless data exchange, Light Cockpit SATCOM enhances safety standards, supports more
accurate decision-making, improves capabilities of handling medical emergencies in air,
reduces operational delays, and strengthens compliance with evolving global air traffic
management requirements.
During FY 2026, the Company introduced Airbus aircraft featuring
Harmonized Primary Flight Display (hPFD), a next-generation cockpit innovation designed by
Airbus to enhance pilot situational awareness and operational efficiency. The hPFD
provides a unified and intuitive interface, consolidating critical flight information into
a streamlined display that reduces workload and improves decision-making. The induction of
hPFD-equipped aircraft underscores our commitment to adopting cutting-edge technology that
strengthens safety, optimizes performance, and supports operational excellence across our
network.
36. Foreign Exchange Earnings and Outgo
The details of foreign exchange earnings and outgo for FY 2026, on an
accrual basis, are set out below:
| Particulars |
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 on public deposit was outstanding
as on the date of this report.
b) The Company has not issued shares with differential voting rights
and sweat equity shares during the year under review.
c) The Company has complied with all applicable secretarial standards
issued by the Institute of Company Secretaries of India.
d) Maintenance of cost records and requirement of cost audit as
prescribed under the provisions of Section 148(1) of the Act are not applicable for the
business activities carried out by the Company.
e) There are no proceedings initiated/pending against the Company under
the Insolvency and Bankruptcy Code, 2016 which materially impacts the business of the
Company.
f) There has been no change in the nature of the business of the
Company during the year under review.
g) There were no instances where the Company required the valuation for
one time settlement or while taking the loan from the Banks or Financial institutions.
h) The Company has complied with the applicable provisions of the
Maternity Benefit Act, 1961 and provides maternity benefits including paid maternity leave
and other applicable entitlements to all eligible employees in accordance with the
statutory requirements.
i) The Government of India implemented four Labour Codes effective
November 21, 2025, consolidating 29 existing labour laws governing wages, social security,
industrial relations, and occupational safety, health and working conditions. The Company
assessed the impact of these Codes on its operations and employment practices. Necessary
changes are being progressively implemented in compensation structures, statutory
compliances, employee documentation, health and safety systems, and separation processes
to ensure alignment with the revised legal framework. Adequate financial provisions have
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 the employees of the Company, who came
together to effectively navigate a challenging period during the year, particularly the
operational disruption experienced in early December.
The Board also expresses its gratitude to our valued customers for
their continued trust, patience and understanding during this period, 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 to further strengthening these relationships and to reinforcing its operational
resilience, as it continues its endeavour to be the airline of choice for all its
stakeholders.
|
|
On behalf of the Board of |
|
|
InterGlobe Aviation Limited |
|
Mr. Vikram Singh Mehta |
Anil Parashar |
| Date: May 29, 2026 |
Chairperson |
Director |
| Place: Gurugram |
DIN: 00041197 |
DIN: 00055377 |
