a) Terms / rights attached to shares

Rights, preferences and restrictions attached to equity shares

The Company has only one class of equity shares having a par value of Rs 10/- per share. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

d) There are no shares reserved for issue under options and contracts or commitments for the sale of shares.

e) For the period of five years immediately preceding the date of the Balance Sheet, the Company has not

i) Allotted any shares as fully paid up pursuant to contracts without payment being received in cash; or

ii) Allotted any shares as fully paid up bonus shares; or

iii) Bought back any of its Equity Shares.

f) There are no securities convertible into equity / preference shares, there are no calls unpaid, no shares have been forfeited.

g) Shareholding of Promoters

Nature and purpose of reserves

1. Capital reserve

Capital reserve is created on waiver of Preference dividend to 5.46% Non convertible cumulative redeemable preference shareholders. No distributions are permitted.

2. General reserve

The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the provisions of Companies Act 1956. Mandatory transfer to general reserve is not required under the Companies Act 2013.

3. Securities premium reserve

The amount received in excess of face value of the equity shares is recognised in Securities Premium Reserve. The reserve is utilised in accordance with the provisions of the Companies Act.

4. Retained earnings

The balance held in this reserve is the accumulated profits / (Loss) and includes impact of fair valuation of helicopter on transition to Ind AS.

Excluding the amount of fair valuation balance is permitted to be distributed to shareholders as part of dividend.

5. Remeasurement of defined benefit obligation

Remeasurements of defined benefit (liability) / asset comprises actuarial gains and losses and return on plan assets (excluding interest income)

6. Effective portion of cah flow hedges

The cash flow hedging reserve represents the cumulative portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. The cumulative gain or loss arising on changes in fair value of the designated portion of the hedging instruments that are recognised and accumulated under the heading of cash flow reserve will be reclassified to Statement of Profit and Loss only when the hedged transaction affects the profit or loss or included as a basis adjustment to the non financial hedged item.

*ICICI Bank Limited and Axis Bank Limited : Vehicle loans carry interest charge in the range of 7.40% to 9.16%, payable in 60 equal monthly instalments. The loans have been secured against two (previous year: four) vehicles.

**AAB Rotor Limited: External Commercial Borrowing ('ECB') of USD 2,955,556 (previous year: USD 2,955,556) relating to VT-GVR .The ECB is secured by charge over one (previous year: one) AgustaWestland helicopter and External Commercial Borrowing ('ECB') of USD 2,705,217 (previous year: USD 2,705,217) relating to VT-GVT is repayable fifteen quarterly instalments commencing from 30 July 2023 . The ECB is secured by charge over one (previous year: one) Bell 412 helicopter.The interest terms are 6 months USD LIBOR plus 2.85%.

*The equity shareholders had approved and have passed a special resolution with requisite majority for roll over of 65,93,490 (sixty five lakhs ninety three thousand four hundred ninety) 5.46% Non Cumulative Convertible Redeemable Preference Shares for a further period of 10 years from the due date of redemption i.e. up to December 26, 2027 with an option to the Company / preference shareholder to redeem the same at any time after December 26, 2022 or on or before December 26, 2027 at the 21st Annual General Meeting of the Company held on September 26, 2019.The same is pending regulatory approvals.

The Preference shares as at March 31, 2023 and March 31, 2022 have been classified as Other Financial Liability. No interest has been provided for this liability as the Company has received a consent to waive the interest for the year.

(A) Leases as lessee

The Company leases helicopters, hangar and administrative building and office premises. The lease agreements do not impose any covenants, but leased assets can not be used as security for borrowing purposes. Few of the office premises and helicopter leases are leases of short term tenure less than 12 months. The Company has elected not to recognize right-of-use assets and lease liabilities for these short term leases.

Segment reporting

Operating Segment are reported in a manner consistent with the internal reporting provided to chief operating decision maker (CODM).The Company is engaged in providing helicopter services in India, which is considered as one business segment.

The Company's revenue attributable from overseas business is NIL for the year and all the non-current assets other than financial instruments, deferred tax assets, post-employment benefit assets are located in India.

Information about major customers

Approximately 67% of the revenues derived for the year ended March 31, 2023 & 61% for the year ended March 31, 2022 is from a single external customer.

Commitment & Contingent liabilities a). Commitments

Pursuant to the mutual consent of the Board of Directors and the preference shareholder, cumulative preference share dividend aggregating to Rs. 360 lakhs (31 March 2022: Rs 360.00 lakhs ) was waived by the preference share holder up to 31 March 2023. Accordingly, dividend distribution tax is not applicable.

Note

# Duty paid under protest aggregating Rs 538.26 Lakhs (31 March 2022 : Rs 538.26 Lakhs)

Subsequent to the year end, GVHL has received a high court order in its favour in respect of the demand for differential duty of customs along with penalty aggregating to Rs. 2,621.95 lakhs by Office of the Commissioner of Customs (Preventive). The amount of Rs. 538.26 lakhs paid as duty under protest has also been refunded subsequent to the Balance sheet date.(Refer Note 37)

## 1) Income Tax demands contested by the Company pertain to demands arising consequent to disallowances during assessment for various assessment years from AY 2011-12 to AY 2018-19. The Company has contested these demands and has won the appeal at the appellate level. The department has preferred an appeal to the tribunal. The Company is confident that they would succeed on appeal to the tribunal.

2) In the Opinion of the management the demand of INR 49.67 Lakhs for AY 2018-19 is not sustainable in view of Apex court Judgement dated July 4, 2017

Note - 35

Micro, Small and Medium Enterprises

Under the Micro, Small and Medium Enterprises Development Act, 2006, (MSMED) which came into force from 2 October 2006, certain disclosures are required to be made relating to Micro, Small and Medium enterprises. On the basis of the information and records available with the Management, there are no outstanding dues to the Micro, Small and Medium enterprises as defined in the MSMED as set out in following disclosure:

Demand notice issued by the Customs authorities

During the year ended March 31, 2009, the Office of the Commissioner of Customs (Preventive) had seized three helicopters for alleged non-compliance of the duty waivers given to non-scheduled operators (passenger). The Company had received a Show Cause Cum Demand Notice (SCN) citing an amount of Rs. 2,379.24 lakhs towards custom duty under Section 28 of the Customs Act, 1962 and applicable interest and penalty thereon. Pursuant to the receipt of the said SCN, the Commissioner of Customs (Preventive) had confirmed a demand of Rs. 2,621.95 lakhs towards differential duty of customs and penalty thereon for two helicopters. An amount aggregating Rs. 538.26 lakhs had been paid as duty under protest during the year ended March 31,2010. Subsequent to the year end, GVHL has received a high court order in its favour in respect of the demand for differential duty of customs along with penalty aggregating to Rs. 2,621.95 lakhs by Office of the Commissioner of Customs (Preventive). The amount of Rs. 538.26 lakhs paid as duty under protest has also been refunded.

Note - 38 Transfer Pricing

The Company's international transactions with related parties are at arms length as per the independent accountants report for the year ended 31 March 2022. Management believes that the Company's international transactions with related parties post 31 March 2022 continue to be at arm's length and that the transfer pricing legislation will not have any impact on these financial statements, particularly on amount of tax expenses and that of provision of taxation. Management is in the process of obtaining the transfer pricing study / report for the year ended 31 March 2023.

Note - 39

Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility (CSR) Committee as per Section 135 and Schedule VII of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014.

Under Section 135 of the Companies Act, 2013, the Company is required to spend, in every financial year, atleast 2% of the average net profits of the Company made during the three immediately preceding financial years on Corporate Social Responsibility (CSR), pursuant to its policy in this regard.

The average net profit of the Company during the three preceding year is negative ,so company has spent NIL amount on CSR activities for the Financial year 2022-23.

*The amount of Rs. 28.95 lakhs of Corporate Social Responsibility (CSR) expense which was transferred to a special account designated as “Unspent Corporate Social Responsibility Account for the Financial Year 21-22” has been spent during the Financial Year 2022-23 in accordance with the CSR Amendment Rules.

Employee benefit

The Company contributes to the following post-employment defined benefit plans in India.

(i) Contribution to provident fund and ESIC:

The Company recognised Rs.95.64 Lakhs (previous year: Rs.97.18) for retirement benefit contributions in the Statement of Profit and Loss.

(ii) Leave Wages

Amount of Rs. 71.34 Lakhs (previous year: Rs. 47.51 Lakhs) is recognised as an expense and included in “Employee benefits expense”.

(iii) Defined benefit plan and long term employment benefit

A. General description

Gratuity (Defined benefit plan)

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of services gets gratuity on death or resignation or retirement at 15 days salary (last drawn salary) for each completed year of service.

Leave wages (Long term employment benefit)

Eligible employees can carry forward leave with a maximum accumulation of thirty (30) days. All leave balances in excess of thirty (30) days at the end of the calendar year are compulsorily encashed on the basis of basic salary last drawn. Leave wages are also payable to all eligible employees at the rate of daily basic salary on accumulated leave at the time of death / resignation / retirement or on attaining superannuation age.

Sick leave (Long term employment benefit)

The sick leave is not encashable and can be accumulated till 90 days for employees other than pilots, whose leave balance will lapse at the end of the year.

The estimate of future salary increases, considered in actuarial valuation takes into consideration inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled.

Weighted average duration of the Projected Benefit Obligation is 7 years.

Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.

Other long term employee benefits.

Compensated absences are payable to employees. The charge towards compensated absences for the year ended 31 March 2023 based on actuarial valuation using the projected accrued benefit method is Rs.160.37 Lakhs (31st March 2022: Rs.136.74 Lakhs).

Note-41

Related Party Discloures

The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial year:

The transaction with related parties are made in normal course of business and are at arm's length.

#: The Company had appointed Mr. Neil Seabrook as Appointee CEO on February 12, 2021 and had filed an application with the Ministry of Civil Aviation for his security clearance since he is a non-resident and permission for his appointment was awaited. During the FY 2022-23, the Company has received permission from Ministry of Home Affairs for appointing Mr. Neil Seabrook as Chief Executive Officer of the Company. The Board granted approval for appointing Mr. Neil Seabrook as Chief Executive Officer of the Company with effect from August 12, 2022. The remuneration to Mr. Neil Seabrook as an appointee CEO from April 1,2022 to August 11,2022 amounts to INR 24.91 Lakhs and for the financial year 2021-2022 amounts to INR 64.98 Lakhs. The amount of Managerial remuneration payable as on March 31,2022 was INR 3.10 Lakhs. The same has not been disclosed as a payment made to a KMP since the appointment of Mr. Neil Seabrook was provisional.

Financial instruments - Fair values and risk management A. Accounting classification and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities if the carrying amount is a reasonable approximation of fair value.

A substantial portion of the Company's long-term debt has been contracted at floating rates of interest, which are reset at short intervals. Accordingly, the carrying value of such long-term debt approximates fair value.

B. Measurement of fair values

Level 1: Level 1 heirarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

The following tables show the valuation techniques used in measuring Level 2 fair values.

C. Fair value of Financial assets and liabilities measured at amortised cost

The carrying amounts of cash and cash equivalents, other bank balances, trade receivables, lease receivables, lease payables, borrowing, trade payables, other financial assets and financial liabilities are considered to be the same as their fair values due to their nature.

Note - 44

Financial instruments - Fair values and risk management A. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

Ý Credit risk ;

Ý Liquidity risk ; and

Ý Market risk

i. Risk management framework

The Company's activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company's primary risk management focus is to minimize potential adverse effects of market risk on its financial performance. The Company's risk management assessment and policies and processes are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company's activities. The Board of Directors and the Audit Committee is responsible for overseeing the Company's risk assessment and management policies and processes.

ii. Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

Trade and other receivables

The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

Management believes that the unimpaired amounts that are past due by more than 30 days are still collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk, including underlying customers' credit quality and prevailing market conditions.

Note - 45

Financial instruments - Fair values and risk management

iii. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company's reputation.

The Company has obtained fund and non-fund based working capital lines from various banks. The Company also constantly monitors, as and when required, funding options available in the debt and capital markets with a view to maintain financial flexibility.

Financial instruments - Fair values and risk management

iv. Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables and all short term and long-term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk and interest rate risk.

Currency risk

The fluctuation in foreign currency exchange rates may have potential impact on the Statement of Profit and Loss and equity, where any transaction references more than one currency or where assets/liabilities are denominated in a currency other than the functional currency of the entity.

The Company, as per its risk management policy, uses foreign exchange and other derivative instruments primarily to hedge foreign exchange exposure. The Company does not use derivative financial instruments for trading or speculative purposes.

The Company is mainly exposed to changes in USD, EUR, GBP ,CHF and AUD. The below table demonstrates the sensitivity to a 1% increase or decrease in the USD, EUR, GBP, CHF and AUD against INR, with all other variables held constant. The sensitivity analysis is prepared on the net unhedged exposure of the Company as at the reporting date. 1% represents management's assessment of reasonably possible change in foreign exchange rate.

Financial Risk Management (ii) Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates. The Company's main interest rate risk arised from long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk.

Interest rate sensitivity - fixed rate instruments

The Company's fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of change in market interest rates.

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased / decreased equity and profit or loss by amounts shown below. This analyses assumes that all other variables, in particular, foreign currency exchange rates, remain constant. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The period end balances are not necessarily representative of the average debt outstanding during the period.

Hedge accounting

The Company's risk management policy is to hedge its USD lease payments, thereby the company's sales contracts are entered in USD. In these type of contracts, there is an embedded derivative element which helps the company in hedging the currency risk. Such contracts are generally designated as cash flow hedges.

The embedded derivative contracts are denominated in the same currency as the underlying hedged item, therefore the hedge ratio is 1:1. Most of these contracts have a maturity of more than 12 months from the reporting date.

The Company determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flows. The Company assesses whether the derivative designated in each hedging relationship is expected to be and has been effective in offsetting changes in the cash flows of the hedged item using the hypothetical derivative method.

In these hedge relationships, changes in timing of the hedged transactions is the main source of hedge ineffectiveness.

Capital Management

The primary objective of the Company's capital management is to ensure that it maintains an efficient capital structure and healthy capital ratios to support its business and maximize shareholder value. The Company makes adjustments to its capital structure based on economic conditions or its business requirements. The funding requirements are met through a mixture of equity and other borrowings. The Company's policy is to use short-term and long-term borrowings to meet anticipated funding requirements.

The Company monitors capital using the metric of Net Debt to Equity. Net Debt is defined as borrowings less cash and cash equivalents and fixed Deposits.

Note - 50

A customer of the Company had been retaining amounts aggregating to Rs. 238.52 lakhs, in respect of Service Tax levied by the Company on reimbursement of expenses. The Company had also filed an appeal before the Service Tax Authorities challenging the levy of service tax on reimbursement of expenses. During the FY: 2022-23, the Company has received a favourable order against the demand raised by the Service Tax Authorities and hence the said amount is no longer receivable from the customer.

Note - 52: Additional Regulatory requirements

1 The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding any benami property.

2 The Company has not granted Loans or Advances in the nature of loans to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013), either severally or jointly with any other person during the year.

3 The Company has borrowings from banks on the basis of security of current assets during the current year to whom quarterly statements of current assets were filed by the Company, which are in agreement with the books of accounts.

4 The Company is not declared wilful defaulter by bank or financial institution or lender during the year.

5 The Company does not have any transactions with companies struck off.

6 The Company does not have any charges or satisfaction which is yet to be registered with the Registrar of Companies beyond the statutory period.

7 The Company has complied with the number of layers prescribed under clause (87) of Section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

8 The Company has used the borrowings from banks and financial institutions for the specific purpose for which they were obtained.

9 The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall :

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (ultimate beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

10 The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise) that the Company shall :

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

11 The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income-tax Act, 1961).

12 The Company has not traded or invested in Crypto currency or Virtual currency during the financial year.

Note 53

a) During the year, the Management became aware of a Lease Amendment Side Letter dated November 23, 2018, and Lease Amendment No. 1, between the Lessor on the one hand and the Company as a Lessee on the other, as well as an Amendment No. 2 to Aircraft Lease Agreements dated October 31,2021. These amendments were entered into by a senior personnel of the Company, who is no longer in the services of the Company, without sharing the amended agreements with the Management. The Company is in the process of obtaining a copy of the above mentioned Lease Amendment Side Letter and Lease Amendment No. 1 as of date. In the opinion of Management, the said Lease Amendment Side Letter dated November 23, 2018, and Lease Amendment No. 1 would not have any impact on the financial statements of the Company.

The Amendment No. 2 to Aircraft Lease Agreements were made in the previous year whereby the monthly lease payments were reduced as well as the period of the leases was extended. As a result, the lease accounting impact due to these amendments were not given effect to in the financial statements of the previous year. Had the amendments to the lease agreements been given effect to in the financial statements of the previous year, the previous year figures would have to be restated.