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Company Information

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GLOBAL VECTRA HELICORP LTD.

27 November 2025 | 03:59

Industry >> Airlines

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ISIN No INE792H01019 BSE Code / NSE Code 532773 / GLOBALVECT Book Value (Rs.) 15.19 Face Value 10.00
Bookclosure 25/09/2024 52Week High 340 EPS 0.00 P/E 0.00
Market Cap. 279.68 Cr. 52Week Low 181 P/BV / Div Yield (%) 13.15 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

The Directors are pleased to present the Twenty Seventh
Annual Report of the Company and audited accounts of the
Company for the year ended 31st March, 2025.

FINANCIAL PERFORMANCE

(Rs. in Lakhs)

Particulars

Year ended
31st March,
2025

Year ended
31st March,
2024

Revenue from operations

54,219.67

50,272.69

Other Income

5,147.02

2,194.48

Total Income

59,366.69

52,467.17

Profit before interest,
depreciation, amortisation
expenses, and exceptional items
and Tax

10,603.25

10,770.67

Less: Finance costs

3,302.67

3,361.99

Less: Depreciation and
amortisation expense

6,976.70

7,174.98

Profit for the year before Tax and
Exceptional Item

323.88

233.70

Profit before tax

323.88

233.70

Less: Tax Expenses

(388.91)

(113.09)

(Loss) / Profit for the year

(65.03)

120.61

Less: Other Comprehensive
Income

10.52

(749.48)

Total Comprehensive Income for
the year

(54.51)

(628.87)

OPERATION REVIEW:

During the year under review, your Company achieved
Revenue from operations of Rs. 54,219.67 Lakhs as compared
to Rs. 50,272.69 Lakhs of previous Financial Year. Total Income
of Rs.59,366.69 Lakhs compared to Rs.52,467.17 Lakhs of
previous Financial Year.

The EBIDTA was Rs. 10,603.25 Lakhs for current year (19.56
% of the Revenue from operations) as against of Rs.10,770.67
Lakhs (21.42 % of the Revenue from operations).

After considering Interest, Depreciation and Foreign Exchange
(Loss)/Gain, an Exceptional Item and Prior Period Items,
the Company has Profit Before Tax of Rs. 323.88 Lakhs for
the current year as against Profit Before Tax of Rs 233.70
Lakhs in the previous year. After considering tax expenses
the Company has Loss After Tax of Rs. 65.03 Lakhs for the
current year as against Profit After Tax of Rs. 120.61 Lakhs.
Total Comprehensive Loss for the period was Rs. 54.51 Lakhs
for the current year as against Loss of Rs.628.87 Lakhs in the
previous year.

DIVIDEND:

The Board of Directors' regret inability to declare dividend in
view of Loss incurred during the year.

The Company has received a communication from the holder
of the Preference Shareholder that they have waived off the
cumulative preference share dividends amounting to Rs. 360
Lakhs for the current year, no provision has been made for the
preference dividend, nor has this amount been shown under
contingent liabilities.

TRANSFER TO RESERVES

No amount has been transferred to general reserves for the
Financial Year ended March 31, 2025.

DIRECTORS

In accordance with the provisions of the Companies Act,
2013, Ms. Rati Rishi retires by rotation in the forthcoming
Annual General Meeting and being eligible offer herself for re¬
appointment.

The Board of Directors consists of the Chairman and Three
Independent Directors and Women Non-Executive Director.

The independent directors have submitted their disclosure
to the Board that they fulfil all the requirements as to qualify
for their appointment as an Independent Director under the
provisions of section 149 of the Companies Act, 2013 and
Regulation 25 and other applicable regulations of Securities and
Exchange Board of India (Listing Obligations and Disclosures
Requirements) Regulations 2015. The Board confirms that the
said independent directors meet the criteria as laid down under
the Companies Act, 2013 and Regulation 25 (3) of Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations 2015. The independent
Directors had a separate meeting on 14th February, 2025.

A Familiarization programme was prepared and presented
by the Company about roles, rights, and responsibilities of
Independent Directors in the Company, nature of industry in
which the Company operates business model of the Company,
etc.

Mr. Narayan Vasudeo Prabhutendulkar (DIN 00869913)
resigned from the office of Non - Executive Independent
Director of the Company with effect from close of business
hours on 31st March, 2025 citing pre-occupation and other
personal commitments. Consequently, he shall also cease
to be a Chairman of the Audit Committee and Member of
Nomination and Remuneration Committee of the Company.
The Company sincerely appreciate the support extended by Mr.
Narayan Vasudeo Prabhutendulkar to the Company during his
association with the Company.

Mr. Vinay Goyal was appointed as an Independent Director with
effect from 14th April, 2025 for a period of five (5) years.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 (3) (c) of
the Companies Act, 2013, with respect to the Directors'
responsibility statement, it is hereby confirmed that:

and other matters, as required under sub-section (3) of Section
178 of the Companies Act, 2013, is available on our website, at
https://www.globalhelicorp.com/home/corporate governance/ /
Terms and conditions Appointment

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each
independent director under Section 149(7) of the Companies
Act, 2013, that he meets the criteria of independence laid
down in Section 149(6), Code for independent directors of the
Companies Act, 2013 and of the Listing Regulations

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The information required under Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms
part of the Directors' Report and have not been attached.
However, in terms of the first proviso to Section 136 (1) the
particulars referred above are available for inspection at our
office during the business hours on working days, upto the date
of ensuing Annual General Meeting. Any shareholder interested
in obtaining a copy of the same may write to Company Secretary.

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are provided in the Annual Report as
per Annexure A.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as required
under the Listing Agreements with the Stock Exchanges is
enclosed as Annexure B.

REMUNERATION POLICY FOR DIRECTORS, KEY
MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

Remuneration policy for directors, key managerial personnel
and other employees is enclosed as Annexure C.

KEY MANAGERIAL PERSONNEL (KMP)

As on 31st March, 2025, details of Key Managerial Personnel
under the Companies Act, 2013 are given below:

SR. No.

NAME OF THE PERSON

DESIGNATION

1

Lt. Gen. Sarab Jot Singh
Saighal (Retd.)

Chairman

2

Mr. Ashvin Bhatt

Chief Financial Officer

3.

Mr. Raakesh D. Soni

Company Secretary

a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with the
proper explanation relating to material departures;

b) The directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the company at
the end of the financial year and of the profit and loss of the
company for that period;

c) The directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting
fraud and other irregularities;

d) The directors have prepared the annual accounts on a
going concern basis; and

e) The directors, have laid down internal financial controls
to be followed by the company and that such internal
financials controls are adequate and were operating
effectively.

f) The directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, work performed by the internal auditors and
statutory auditors, including audit of internal financial controls
over internal financial reporting by the statutory auditors, and
the reviews performed by management and the relevant board
committees, including the audit committee, the board is of the
opinion that the Company's internal financial controls were
adequate and effective during financial year 2024-2025.

MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide
on the Company's performance and strategies. During the
financial year under review, 4 (Four) Board meetings were held.

For details of meetings of the Board, please refer to the
Corporate Governance Report, which is a part of this Annual
Report.

All the information that is required to be made available to the
Directors' in terms of the provisions of the Act and the SEBI
Listing Regulations, so far as applicable to the Company, is
made available to the Board.

POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION AND OTHER DETAILS

The policy of the Company on directors' appointment
and remuneration, including the criteria for determining
qualifications, positive attributes, independence of a director

ANNUAL RETURN

In terms of the provisions of Section 92(3) and Section 134 (3)
(a) of the Act read with Rule 11 of the Companies (Management
and Administration) Rules, 2014, the Annual Return of the
Company for the Financial Year 2024-25 in the prescribed Form

No. MGT-7 is available on the Company's website at https://
www.alobalhelicorp.com/home/corporate governance/ Annual
Return

BOARD EVALUATION

The board of directors has carried out an annual evaluation of
its own performance, Board Committee and individual directors
pursuant to the provisions of the Act and corporate governance
requirements as prescribed by Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulation 2015.

The performance of the Board was evaluated by the Board after
seeking inputs from all the directors on the basis of the criteria
such as the Board composition and structure, effectiveness of
board process, information and functioning etc.

The performance of the committee was evaluated by the
board after seeking inputs from the committee members on
the basis of the criteria such as the composition of committee,
effectiveness of committee meeting etc.

The Board and the Nomination and Remuneration Committee
(“NRC”) reviewed the performance of the individual directors
on the basis of the criteria such as the contribution of the
individual director to the Board and committee meetings like
preparedness on the issue to be discussed, meaningful and
constructive contribution and inputs in meeting etc. In addition,
the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance
of the Chairman was evaluated, taking into the views of non¬
executive directors. The same was discussed in the board
meeting that followed the meeting of the independent directors,
at which the performance of the Board, its committees and
individual director was also discussed.

LOANS, GUARANEES OR INVESTMENTS

During the year Company has not given any loans, investment
made or guarantee or security provided pursuant to requirements
of Section 134 (3) (g) and 186 (4) of the Companies Act, 2013.

RISK MANAGEMENT POLICY
OBJECTIVE & PURPOSE OF POLICY

The main objective of this policy is to ensure sustainable
business growth with stability and to promote a pro-active
approach in reporting, evaluating and resolving risks associated
with the business. In order to achieve the key objective, the
policy establishes a structured and disciplined approach to Risk
Management, in order to guide decisions on risk related issues.

The specific objectives of the Risk Management Policy are:

1. To ensure that all the current and future material risk
exposures of the company are identified, assessed,
quantified, appropriately mitigated, minimized and

managed i.e. to ensure adequate systems for risk
management.

2. To establish a framework for the company's risk
management process and to ensure its implementation.

3. To enable compliance with appropriate regulations,
wherever applicable, through the adoption of best practices.

4. To assure business growth with financial stability
AUDITORS

The shareholders at their 24th Annual General Meeting held
on 29th September, 2022 approved appointment of Messrs.
Kalyaniwalla & Mistry LLP, Chartered Accountants, (FRN No.
104607 W/ W100166) as Statutory Auditor of the Company for
their second term of 5 years till the conclusion of 29th Annual
General Meeting (“AGM”) to be held in the calendar year 2027.
They had confirmed their eligibility and qualifications required
under the Act for holding office as Auditor of the company.

The Statutory Auditors have issued unmodified opinion in their
Auditor's Report for the financial year ended March 31, 2025.

SECRETARIAL AUDITORS'S REPORT

Pursuant to the provisions of the Section 204 of the Companies
Act, 2013 and The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, M/s. Ferrao MSR &
Associates, Practicing Company Secretaries was appointed to
undertake the Secretarial Audit. The Report of the Secretarial
Audit for the year ended 31st March, 2025 is attached to the
Directors' Report. The Secretarial Audit Report has no adverse
remarks. However, the other observations and clarifications
made by the Secretarial Auditor in their Secretarial Audit Report
are self-explanatory.

Pursuant to the SEBI circular no. CIR/CFD/ CMD1/27/2019
dated February 8, 2019, the Company has obtained an
Annual Secretarial Compliance Report for the year ended
31st March, 2025 from M/s. Martinho Ferrao & Associates,
Practicing Company Secretaries, confirming compliance of
SEBI Regulations / Circulars / Guidelines issued thereunder
and applicable to the Company and the said report was filed
with the National Stock Exchange of India Limited and BSE Ltd.
There are no adverse remarks in the said report.

However, the other observations and clarifications made by the
Practicing Company Secretaries in their Secretarial Compliance
Report are self-explanatory.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted CSR Committee in accordance
with section 135 of the Companies Act, 2013. The CSR
Committee has formulated and recommended to the Board,
a CSR Policy indicating the activities to be undertaken by the
Company, which has been approved by the Board. The average
profit for the last three financial years of the Company is

Negative. Hence the need to spend on CSR does not arise. The
detailed report is given in a separate Annexure C in the Annual
Report. The CSR Policy can be accessed on the Company's
website at
https://www.globalhelicorp.com/home/csr/corporate
social responsibility policy

CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES.

All contracts / arrangements / transactions entered by the
Company during the financial year with the related parties
were in the ordinary course of business and on an arm's length
basis. All related party transactions attracting compliance
under Section 188 and/or Regulation 25 and other applicable
regulations of Securities and Exchange Board of India (Listing
Obligations and Disclosures Requirements) Regulations 2015
are placed before the Audit Committee as also before the Board
for approval. Prior omnibus approval of the Audit Committee
is also sought for transaction which are of a foreseen and
repetitive nature. There are no materially significant related
party transactions made by the Company which may have
a potential conflict with the interest of the Company at large.
Accordingly, the disclosure of Related Party Transactions as
required under section 134(3)(h) of the Companies Act, 2013 in
Form AOC2 is attached to this report as Annexure D.

The policy on materiality of related party transactions and
dealing with related party transactions as approved by the
Board.

Your directors draw attention of the members to Note 37 to the
financial statement which sets out related party disclosure.

CONSERVATION OF ENERGY

Pursuant to Section 134 (3) (m) of the Companies Act, 2013
read with Rule 8 (3) of the Companies (Accounts) Rules, 2014,
details on conservation of energy and related issues is provided
hereunder

(i) The steps taken for conservation of energy or impact on
conservation of energy are given as under: -

Improvisation and continuous monitoring of power factor
and replacement of weak capacitors by conducting
periodical checking of capacitors.

(ii) The steps taken by the company for utilizing alternative
sources of energy are given as under: -

Alternative energy sources like Gas and Steam have been
used in place for electricity

CHANGES IN SHARE CAPITAL

There was no change in the Share Capital of the Company
during the year under review.

CORPORATE GOVERNANCE

Your Company has complied with the provisions of Corporate
Governance as stipulated in Regulation 27 and other applicable
Regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

As the Company does not fall under top 1000 listed entities,
therefore Business Responsibility & Sustainability Report
(BRSR) is not forming part of this report.

SIGNIFICANT AND MATERIAL ORDERS

There are no material changes and commitments affecting
our financial position between the end of the financial years to
which this financial statement relates and the date of this report.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring
the orderly and efficient conduct of its business, including
adherence to the Company's policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the
timely preparation of reliable financial disclosures.

The Company has in place adequate internal financial controls
with reference to the financial statements. The Audit Committee
of the Board reviews the internal control systems, the adequacy
of internal audit function and significant internal audit findings
with the management, Internal Auditors and Statutory Auditors.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a whistle blower policy /vigil mechanism
to deal with instances of fraud and mismanagement, if any.
The vigil mechanism policy is uploaded on the website of the
Company.

SEXUAL HARASSMENT

Your Company's emphasis is to provide a Safe Workplace
for its employees. During the year ending 31st March, 2025
neither any complaint of sexual harassment had been filed
nor any complaint pending for enquiry pursuant to the Sexual
Harassment of Women at Workplace, (Prevention, Prohibition
and Redressal) Act, 2013

FOREIGN EXCHANGE EARNING AND OUTGO

The Company earned Rs. 36,611.68 Lakhs (previous year
Rs. 31,847.54 Lakhs in foreign exchange during the year. The
foreign exchange outgoes amount to Rs. 37,182.42 Lakhs
(previous year Rs. 28,471.22 Lakhs)

FIXED DEPOSITS

Your Company has not accepted any deposits from the public
under Chapter V of the Companies Act, 2013.

MAINTENANCE OF COST RECORDS & REQUIREMENT OF

COST AUDIT

Maintenance of the cost records and requirement of cost audit

as prescribed under the provisions of section 148(1) of the

Companies act, 2013 are not applicable to the business

activities carried out by the Company.

GENERAL

• The Directors have devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards and that such systems are adequate and
operating effectively.

• No fraud has been reported during the audit conducted
by the Statutory Auditors and Secretarial Auditors of the
Company.

• During the year, no revision was made in the previous
financial statement of the Company.

• During the year, the Company has not made any application
under Insolvency and Bankruptcy Code, 2016 (IBC).

• During the year, the Company has not made any onetime
settlement for loans taken from the Banks or Financial
Institutions, and hence the details of difference between
amount of the valuation done at the time of onetime
settlement and the valuation done while taking loan from
the Banks or Financial Institutions along with the reasons
thereof is not applicable.

• For the financial year ended on 31st March, 2025, the
Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

• No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going
concern status and Company's operation in future.

INSURANCE

The Helicopters fleet and insurable interest of your Company
like Building, Hangar, Plant and Machinery, Furniture and
Fixture, Stocks, Computers, Vehicles etc., are properly insured.

ACKNOWLEDGEMENTS

Your directors thank the Company's clients, vendors, investors
and bankers for their continued support during the year. Your
directors place on records their appreciation of the contribution
made by employees at all levels. Your Company's consistent
growth was made possible by their hard work, solidarity and
support. Your directors also thank the Governments of Andhra
Pradesh, Arunachal Pradesh, Delhi, Gujarat, Maharashtra,
Nagaland, Orissa, and Pondicherry for the patronage extended
to your Company in mobilizing various forward bases. Your
directors look forward to their continued support in the future.

For and on behalf of the Board

Lt. Gen. Sarab Jot Singh Saighal (Retd.) Vinay Goyal
Chairman Independent Director

Date: - May 29, 2025
Place: - Mumbai