COMPOSITE SCHEME OF ARRANGEMENT BETWEEN. GO AIRLINES (INDIA) LIMITED ( Transferor Company ) AND. WADIA REALITY PRIVATE LIMITED ( Transferee Company )

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3 COMPOSITE SCHEME OF ARRANGEMENT Annexure 1 BETWEEN GO AIRLINES (INDIA) LIMITED ( Transferor Company ) AND WADIA REALITY PRIVATE LIMITED ( Transferee Company ) AND GO INVESTMENTS & TRADING PRIVATE LIMITED. ( Go Investments ) AND NOWROSJEE WADIA & SONS LIMITED ( NWS ) AND THEIR RESPECTIVE SHAREHOLDERS UNDER SECTIONS 230 TO 232 OF THE COMPANIES ACT 2013 PREAMBLE This Composite Scheme of Arrangement is presented under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 1956 and / or Companies Act, 2013 for: (i) (ii) (iii) (iv) demerger of the Demerged Undertaking (hereinafter defined) of Go Airlines (India) Limited into Wadia Reality Private Limited (referred to as Demerger ); Cancellation of the initial equity share capital of Wadia Reality Private Limited, i.e. 10,000 Equity shares of Rs 10 fully paid up initially issued and allotted, in terms of Part III of the Scheme, resulting in reduction of equity share capital of Wadia Reality Private Limited (referred to as Reduction of Equity Share Capital of the Transferee Company ); granting an option to Small Shareholders (hereinafter defined), who will be allotted equity shares of Wadia Reality Private Limited upon Demerger under Part III of this Scheme, to exit, partly or wholly, from Wadia Reality Private Limited at the Exit Price (hereinafter defined). Redemption of 40,93, % Non Convertible Redeemable Non Cumulative Preference Shares of Rs. 100 each issued by Go Investments & Trading Private Limited to Nowrosjee Wadia & Sons Limited in terms of Part V of this Scheme, resulting in reduction of Preference Share Capital of Go Investments & Trading Private Limited (referred to as Reduction of Preference Share Capital of Go Investments ). 1

4 This Scheme also provides for various other matters consequential or otherwise integrally connected therewith. Though this Scheme is divided into various parts for the purpose of convenience, it is to be implemented as a single inseparable comprehensive Composite Scheme of Arrangement. This Composite Scheme of Arrangement is divided into the following parts: 1.1 Part I deals with the Definitions, Nature of Business and Capital Structure; 1.2 Part II deals with the Background and Rationale of the Scheme; 1.3 Part III deals with Demerger of the Demerged Undertaking into the Transferee Company and Reduction of Equity Share Capital of the Transferee Company; 1.4 Part IV deals with grant of option to Small Shareholders, who will be allotted equity shares of Wadia Reality Private Limited upon Demerger under Part III of this Scheme, to exit (partly or wholly) from Wadia Reality Private Limited at the Exit Price; 1.5 Part V deals with Reduction of Preference Share Capital of Go Investments; 1.6 Part VI deals with general terms and conditions applicable to the Scheme. Part III, Part IV and Part V of the Scheme shall be deemed to have occurred and shall become effective and operative only in the sequence and order mentioned in the Scheme. Parts IV & V of the Scheme are conditional upon Part III of the Scheme being implemented. 1. DEFINITIONS PART I DEFINITIONS AND SHARE CAPITAL In this Scheme, unless repugnant to or inconsistent with the meaning or context thereof, the following expressions shall have the following meanings: (a) (b) (c) Act or the Act means the Companies Act, 2013 or the Companies Act, 1956 (to the extent applicable), including any modifications or re-enactment thereof, from time to time. Appointed Date for the Demerger means 1 st February, 2017 or such other date(s) as the board of directors of the Transferor Company and the Transferee Company may fix or such other date(s) as the NCLT, Delhi Bench or such other competent authority may approve / fix. Demerger means the demerger of the Demerged Undertaking of the Transferor Company in accordance with Part III of the Scheme. (d) Demerged Undertaking means the undertaking of the Transferor Company which is engaged in the business of real estate development, as a going concern (as on the Appointed Date and as modified and altered from time to time upto the Effective Date) along with all property and assets, liabilities, employees including the following: 2

5 (i) (ii) (iii) (iv) All identified assets and liabilities of the Transferor Company pertaining to the Demerged Undertaking, however, excluding the assets and liabilities of the Transferor Company which do not form part of the Demerged Undertaking. The immovable properties of the Demerged Undertaking as are more fully set out in Schedule A annexed hereto for the purpose of identification and including all rights, interest and benefits accrued or arising therefrom. Without prejudice to the generality of the provisions of sub-clause (i) above, the Demerged Undertaking shall include all debts, liabilities, contingent liabilities, duties, obligations and provisions and all other assets and properties, present or contingent and including but without being limited to vehicles, fixed assets, current assets, unbilled revenues, provisions, funds, leases, licenses, hire purchase and lease arrangements, computers, office equipment, telephones, telexes, facsimile connections, communication facilities, equipment and installations, permits, authorisations, quota rights, trademarks, copyrights, patents and intellectual properties, benefits of agreements, contracts and arrangements, inter alia, with architects, civil / structural engineers, brokers and other vendors of materials and services, labour contractors, rights, title, interest in and all obligations relating to or in connection with all applications for approvals / NOC s made by the Transferor Company to all statutory / local Authorities in connection with the Demerged Undertaking (more particularly listed in Schedule B annexed hereto) and all other interests in connection with or relating to the business of real estate development and in particular the certifications, registrations with government / local authorities / statutory bodies (more particularly listed in Schedule C annexed hereto), public sector undertakings, other industrial units, permits, allotments and other statutory registrations, approvals, consents, privileges, liberties, advantages, easements and all the right, title, interest, goodwill, benefit and advantage, advances, receivables, benefits, concessions, reliefs (including but not limited to the benefit/s in terms of various statutes and/ or schemes of Union, State and Local Governments / bodies and / or otherwise) and all other rights, claims and powers of whatsoever nature and wheresoever situated belonging to or in the possession of or granted in favour of or enjoyed by the Transferor Company in connection with or pertaining or relatable to the Demerged Undertaking and all earnest money and / or deposits including security deposits paid by the Transferor Company in connection with or relating to the Demerged Undertaking. For the purpose of this Scheme, it is clarified that liabilities pertaining to the Demerged Undertaking include: (a) (b) The liabilities which arise out of the activities or operations of the Demerged Undertaking; Specific loans and borrowings raised, incurred and utilized solely for the activities or operation of the Demerged Undertaking. 3

6 (c) Liabilities other than those referred to in (a) and (b) above and not directly relatable to the Residual Undertaking being the amounts of general or multipurpose borrowings of the Transferor Company shall be allocated to the Demerged Undertaking in the same proportion in which the value of the assets transferred under this clause bears to the total value of the assets of the Transferor Company immediately before giving effect to this Scheme. As of the Appointed Date, the liabilities so pertaining to the Demerged Undertaking is Rs. 496,662. (v) (vi) (vii) All employees of the Transferor Company employed in the Demerged Undertaking, and such other employees as identified by the Board of Directors of the Transferor Company, as on the Effective Date. All books, records, files, papers, directly or indirectly relating to the Demerged Undertaking. Any question that may arise as to whether a specified asset or liability pertains or does not pertain to the Demerged Undertaking or whether it arises out of the activities or operations of the Demerged Undertaking shall be decided by mutual agreement between the Board of Directors of the Transferor Company and the Transferee Company. (e) (f) (g) (h) (i) (j) Effective Date means the date on which the certified copies of the Order(s) or last of the Orders, as the case may be, of the NCLT(s) sanctioning the Scheme, are filed with the Registrar of Companies. Any references in the Scheme to the words date of coming into effect of the Scheme or upon the Scheme becoming effective or Scheme coming into effect shall mean the Effective Date. Exit Price means Rs 626 per equity share of Rs 10 each of the Transferee Company, allotted on Demerger, as determined by the Independent Valuer vide its report dated February 7, 2017 Go Investments means Go Investments & Trading Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at C/o Britannia Industries Limited, A-33 Lawrence Road Industrial Area, New Delhi NCLT means the concerned Bench of the National Company Law Tribunal at New Delhi & Haryana or at Mumbai or both, as the case may be, or such other Court / Tribunal empowered to sanction the Scheme as per the provisions of the Act. NWS means Nowrosjee Wadia & Sons Limited, a company incorporated under the Companies Act, 1956 and having its registered office at Neville House, J. N. Heredia Marg Ballard Estate Mumbai Record Date shall be the same date as the Effective Date for determining the names of the members of the Transferor Company who shall be entitled to 4

7 receive shares of the Transferee Company upon the Scheme coming into effect. (k) (l) (m) (n) (o) Residual Undertaking means all the business, undertakings and divisions of the Transferor Company other than the Demerged Undertaking transferred to, and vested in, the Transferee Company pursuant to this Scheme. Scheme or the Scheme or this Scheme means this Composite Scheme of Arrangement presented under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and / or the Companies Act, 1956 in its present form or with any modification(s) made under clause 20 of this Scheme or any modifications approved or directed by the NCLT. Small Shareholder means a shareholder of the Transferee Company holding less than 1% of the issued, subscribed and paid up equity share capital of the Transferee Company after allotment of equity shares to such shareholder on Demerger. Transferor Company means Go Airlines (India) Limited, a company incorporated under the Companies Act, 1956 and having its registered office at C/o Britannia Industries Limited, A-33 Lawrence Road Industrial Area, New Delhi Transferee Company means Wadia Reality Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office at C/o Britannia Industries Limited, A-33 Lawrence Road Industrial Area, New Delhi The words importing the singular include the plural; words importing any gender include every gender. 2. NATURE OF BUSINESS 2.1 Nature of Business of the Transferor Company The Transferor Company is, inter alia, engaged in the business of aircraft passenger and cargo services and also the development of real estate. 2.2 Nature of Business of the Transferee Company The Transferee Company has been incorporated for the purpose of, inter alia, carrying on the business of real estate development. 2.3 Nature of Business of Go Investments Go Investments is primarily a holding company of the Transferor Company. 2.4 Nature of Business of NWS NWS is engaged in the business of providing, supplying, maintaining, operating all business administrative services, solutions, facilities to various persons and holds investments in Wadia Group companies. 5

8 3. CAPITAL STRUCTURE 3.1 Transferor Company As on 31 st January, 2017 (i.e. as per the latest unaudited accounts), the share capital of the Transferor Company was as under: Particulars Amount (In Rupees) Authorized Capital Equity Shares 20,00,00,000 Equity shares of Rs. 10/- each 200,00,00,000 5,00,00,000 Preference Shares of Rs 10/- each 50,00,00,000 Total 250,00,00,000 Issued, Subscribed and Paid-up Capital Equity Shares 15,00,00,000 equity shares of Rs. 10/- each. 150,00,00,000 Total 150,00,00,000 There has been no change in the capital structure of the Transferor Company since 31 st January, The latest financial position of the Transferor Company is reflected in the latest unaudited accounts of the Transferor Company for the period 1 st April 2016 to 31 st January A copy of the said unaudited accounts is annexed hereto as Schedule D A copy of the latest auditor s report dated 31 st May 2016 (provided in respect of the audited accounts of the Transferor Company for the year ended 31 st March 2016) along with the audited accounts is annexed hereto at Schedule D As on 31 st January 2017, there are no material investigation or proceedings instituted or pending against the Transferor Company. 3.2 Transferee Company As on 31 st January, 2017 (i.e. as per the latest unaudited accounts), the share capital of the Transferee Company was as under: Particulars Amount (In Rupees) Authorized Capital 6

9 Equity Shares 50,000 Equity shares of Rs. 10/- each 5,00,000 Total 5,00,000 Issued, Subscribed and Paid-up Capital Equity Shares 10,000 equity shares of Rs. 10/- each. 1,00,000 Total 1,00,000 There has been no change in the capital structure of the Transferee Company since 31 st January, The latest financial position of the Transferee Company is reflected in the latest unaudited accounts of the Transferee Company for the period 1 st April 2016 to 31 st January A copy of the said unaudited accounts is annexed hereto as Schedule E The Transferee Company was incorporated only on 1 st July The financial year in respect of which the Transferee Company shall prepare its first audited accounts shall thus be for the financial year ended 31 st March As on 31 st January 2017, there are no investigations or such similar proceedings pending against the Transferee Company. 3.3 Go Investments: As on 31 st January, 2017 (i.e. as per the latest unaudited accounts), the share capital of Go Investments was as under: Particulars Amount (In Rupees) Authorized Capital Equity Shares 10,000,000 Equity shares of Rs. 1/- each 10,000,000 Preference Shares 10,900,000 Preference shares of Rs. 100/- each 1,090,000,000 Total 1,100,000,000 Issued, Subscribed and Paid-up Capital Equity Shares 201,020 equity shares of Rs. 1/- each. 201,020 Preference Shares 9,384, % Non-Convertible Redeemable Non 938,450,000 Cumulative Preference shares of Rs. 100/- each Total 938,651,020 7

10 There has been no change in the capital structure of Go Investments since 31 st January, The latest financial position of Go Investments is reflected in the latest unaudited accounts of Go Investments for the period 1 st April 2016 to 31 st January A copy of the said unaudited accounts is annexed hereto as Schedule F A copy of the latest auditor s report dated 7 th September 2016 (provided in respect of the audited accounts of Go Investments for the year ended 31 st March 2016) along with the latest audited accounts is annexed hereto as Schedule F As on 31 st January 2017, there is no investigation or such similar proceedings pending against Go Investments. 3.4 NWS: As on 31 st January, 2017 (i.e. as per the latest unaudited accounts), the share capital of NWS was as under: Particulars Amount (In Rupees) Authorized Capital Equity Shares 90,000 shares of Rs. 1,000 each 9,00,00,000 Preference shares 10,000 non-cumulative convertible redeemable preference 1,00,00,000 shares of Rs. 1,000 each Total 10,00,00,000 Issued, Subscribed and Paid-up Capital Equity Shares 56,744 shares of Rs. 1,000 each 5,67,44,000 Preference Shares 3,000 10% optionally convertible, redeemable, noncumulative preference shares of Rs. 1,000 30,00,000 each Total 5,97,44,000 There has been no change in the capital structure of NWS since 31st January, The latest financial position of NWS is reflected in the latest unaudited accounts of NWS for the period 1 st April 2016 to 31 st January A copy of the said unaudited accounts is annexed hereto as Schedule G A copy of the latest auditor s report dated 12 th September 2016 (provided in respect of the audited accounts of NWS for the year ended 31 st March 2016) along with the latest audited accounts is annexed hereto at Schedule G As on 31 st January 2017, there are no investigations or such similar proceedings pending against NWS. 8

11 PART II BACKGROUND AND RATIONALE OF THE SCHEME 4. Background and Rationale 4.1 Background and rationale for the Demerger The rationale behind the Demerger: (a) (b) (c) (d) (e) The primary business activity of the Transferor Company is aircraft passenger and cargo services. The Transferor Company, in its real estate development undertaking, owns an immovable property, being land situated at Thane for real estate development and businesses allied with the airline business such as hospitality, convention centre, hotel, etc. and other such commercial activities which support the airline business. The Transferor Company is a part of the Wadia Group. The said land vested in the Transferor Company upon amalgamation of another Wadia Group company into the Transferor Company. However, the land has been classified in a residential zone under the Development Control Regulations of the Thane Municipal Corporation. Approval for use of the land was revalidated in September 2014 with the condition that the land will be used only for residential and non-agricultural purposes. The land is located on Ghodbunder road which has a large number of residential projects. The land therefore cannot be used for commercial activities connected with the Transferor Company s airlines business. The Transferor Company has taken certain effective steps in pursuing the development of real estate. Prospective investors who are inclined to invest in the airlines business are very different from those who prefer to invest in the business of development of land for residential and non-agricultural purposes. Also, the management and technical skills required to run an airlines business are very different from the skills and resources required to manage large scale real estate development which needs specialised manpower and business skills. The airlines and real estate development businesses are highly specialized in nature requiring huge capital outlay and very different technical and management skills. Taking into account, the existing Development Control Regulations of the Thane Municipal Corporation and also the current and future market trends, it is not suitable for the Transferor Company to proceed with utilization of the land for its commercial activities connected with the Transferor Company s airlines business in the present scenario. The Transferee Company has been incorporated for the purpose of carrying on the business of real estate development in a focused manner with the required management and technical skills with substantial investment required. With the objective of realising the full potential of the aviation business and business of real estate development, the Demerged Undertaking of the Transferor Company is sought to be demerged into the Transferee Company. 9

12 (f) (g) (h) Additionally, the demerger of the Demerged Undertaking from the Transferor Company to the Transferee Company would lead to significant benefits for the respective businesses of the Transferor and Transferee Companies, including: (i) Enhanced strategic flexibility in the respective businesses; (ii) Ensure better operational management and focus on their respective business; (iii) Access to varied sources of funds; (iv) Improve shareholder value for the companies. The Scheme will not adversely affect the rights and interests of the shareholders of the Transferor Company. Further the creditors of the Residual Undertaking will also not be affected by the Scheme as the value of assets of the Residual Undertaking will be greater than its liabilities post the Scheme. The Transferee Company is newly incorporated and as on the date of the Scheme, it does not have creditors. Further, the Scheme will not adversely affect the rights and interests of the shareholders of the Transferee Company since the shareholding of the Transferee Company, will be a mirror image of the shareholding structure of the Transferor Company. The Scheme will also not adversely affect the rights and interests of the creditors of the Demerged Undertaking as the assets of the Demerged Undertaking will be greater than the liabilities of the Demerged Undertaking The Scheme also envisages cancellation of the initial equity share capital of the Transferee Company in terms of clause 15 of the Scheme. The said reduction of share capital will ensure that the shareholding pattern of the Transferee Company will be a mirror image of the shareholding pattern of the Transferor Company. The said reduction of capital does not involve diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid-up share capital. The shareholding and other rights of members of the Transferee Company will thus remain unaffected Rationale for the exit option to Small Shareholders who are allotted equity shares in Transferee Company on Demerger: (a) (b) Having regard to the overall objective of insulating the Small Shareholders from the customary risks that affect the real estate development sector and the current economic scenario in that sector, it is appropriate to provide such safeguard to the Small Shareholders who are allotted equity shares of the Transferee Company upon the Demerger. The exit option will also enable the Small Shareholders to unlock the value of the equity shares in the Transferee Company by encashing the same Rationale for Reduction of Preference Share Capital of Go Investments: (a) (b) As on date, the entire preference share capital of Go Investments, i.e. 9,384, % Non-Convertible Redeemable Non-Cumulative Preference Shares of Rs. 100/- each, is held by NWS ( NWS Preference Shares ). The NWS Preference Shares are redeemable in terms of the issue. Go Investments has been incurring losses over the past few years and its primary asset (i.e. investment in the Transferor Company) is earning no dividend / profit. 10

13 (c) (d) (e) The Board of Directors of Go Investments is of the opinion that: (i) since in the past few years, the company has not generated sufficient profits; and (ii) based on the level of activity, the company is not likely to generate sufficient funds in the near future, redemption of all the NWS Preference Shares could be a challenge. Further, no infusion of further capital is also envisaged. That being the case, Go Investments may not be in a position to redeem all the NWS Preference Shares. In view of the aforesaid, Go Investments considers it appropriate to redeem 40,93,190 NWS Preference Shares ( Preference Shares ) and discharge the redemption liability to the extent of the Preference Shares in terms of Part V of the Scheme. The aforesaid redemption of Preference Shares will result in the following benefits: (i) (ii) NWS, which is getting no returns on its investments, will be able to realise its investment in part. Go Investments will be able to discharge its redemption liability to the extent of the Preference Shares, which would be beneficial for its shareholders The Scheme is being filed in its present form as, Reduction of Preference Share Capital of Go Investments, is conditional upon the Demerger becoming effective and Go Investments receiving 6,53,245 equity shares of the Transferee Company. A single composite scheme involving both Demerger and Reduction of the Preference Share Capital of Go Investments will ensure that there is no time lag and following the Demerger, the Reduction of the Preference Share Capital of Go Investments can be efficiently and immediately completed. PART III DEMERGER OF THE DEMERGED UNDERTAKING INTO THE TRANSFEREE COMPANY 5. DEMERGER AND VESTING OF THE DEMERGED UNDERTAKING IN THE TRANSFEREE COMPANY 5.1 With effect from the Appointed Date and upon the Scheme becoming effective, the Demerged Undertaking (as defined in clause 1(d)) shall stand transferred to and vested in or deemed to be transferred to and vested in the Transferee Company, as a going concern, in accordance with Section 2(19AA) of the Income-tax Act, 1961 and in the manner as follows: In respect of such of the assets of the Demerged Undertaking which are movable in nature or are otherwise capable of transfer by manual delivery, they shall be physically handed over by manual delivery or endorsement and delivery, and the same may be so transferred by the Transferor Company, without requiring any deed or instrument of conveyance for the same and shall become the property of the Transferee Company to the end and intent that the ownership and property therein passes to the Transferee Company on such handing over in pursuance of the provisions of Section 232 of the Companies Act

14 5.1.2 In respect of such of the assets of the Demerged Undertaking other than those referred to in sub-clause above, the same shall, without any further act, instrument or deed, be transferred to and stand vested in and / or be deemed to be transferred to and stand vested in the Transferee Company pursuant to the provisions of Section 232 of the Act In relation to the assets belonging to the Demerged Undertaking, which require separate documents of transfer, the parties will execute necessary documents, as and when required The transfer and vesting of all assets of the Demerged Undertaking, as aforesaid, shall be subject to the existing charges, mortgages and encumbrances, if any, over or in respect of any of the assets or any part thereof, provided however that such charges, mortgages and / or encumbrances shall be confined only to the relative assets of the Demerged Undertaking or part thereof on or over which they are subsisting on transfer to and vesting of such assets in the Transferee Company and no such charges, mortgages, and / or encumbrances shall be enlarged or extend over or apply to any other asset(s) of the Transferee Company. Any reference in any security documents or arrangements (to which the Transferor Company is a party) to any assets of the Demerged Undertaking shall be so construed to the end and intent that such security shall not extend, nor be deemed to extend, to any of the other asset(s) of the Transferee Company and the Transferee Company shall not be obliged to create any further or additional security thereof In respect of the identified debts, liabilities, duties and obligations of the Demerged Undertaking, it is hereby clarified that it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, duties and obligations have arisen For the purpose of giving effect to the order passed under Sections 230 to 232 in respect of this Scheme, the Transferee Company shall at any time pursuant to the orders be entitled to get the recordal of the change in the title and appurtenant legal right(s) upon the vesting of such assets of the Demerged Undertaking in the Transferee Company Where any of the liabilities and obligations attributed to the Demerged Undertaking on the Appointed Date has been discharged by the Transferor Company on behalf of the Demerged Undertaking after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on behalf of the Transferee Company. 6. COMPLIANCE WITH TAX LAWS The provisions of this Scheme as they relate to demerger of the Demerged Undertaking of the Transferor Company into the Transferee Company have been drawn up to comply with the conditions relating to demerger as defined under Section 2(19AA) of the Income-tax Act, If any terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the said Section of the Income-tax Act, 1961, at a later date including resulting from an amendment of law or for any other reason whatsoever, the provisions of the said Section of the Income-tax Act, 1961, shall prevail and the Scheme shall stand modified to the extent determined necessary to comply with Section 2(19AA) of the 12

15 Income-tax Act, Such modification will, however, not affect the other parts of the Scheme. 7. LEGAL PROCEEDINGS If any suits, actions and proceedings of whatsoever nature (hereinafter referred to as the Proceedings ) by or against the Transferor Company in connection with or pertaining to or relatable to the Demerged Undertaking, are pending on the Effective Date, the same shall not abate or be discontinued nor be in any way prejudicially affected by reason of the Scheme or anything contained in the Scheme, but the Proceedings may be continued and enforced by or against the Transferee Company, as effectually and in the same manner and to the same extent as the same would or might have continued and enforced by or against the Transferor Company, in the absence of the Scheme. 8. CONTRACTS AND DEEDS 8.1 All contracts, deeds, bonds, agreements, arrangements, incentives, licenses, engagements, approvals and registrations and other instruments of whatsoever nature in connection with or pertaining to or relatable to the Demerged Undertaking to which the Transferor Company is a party or to the benefit of which the Transferor Company may be eligible, and which have not lapsed and are subsisting on the Effective Date, shall remain in full force and effect against or in favour of the Transferee Company as the case may be, and may be enforced by or against the Transferee Company as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary thereto. 8.2 The Transferee Company shall, if and to the extent required by law, enter into and / or issue and / or execute deeds, writings or confirmations, to give formal effect to the provisions of this clause and to the extent that the Transferor Company is required, prior to the Effective Date, to join in such deeds, writings or confirmations, the Transferee Company shall be entitled to act for and on behalf of and in the name of the Transferor Company. 9. EMPLOYEES 9.1 All the employees of the Demerged Undertaking and such other employees as identified by the Board of Directors of the Transferor Company, in service on the Effective Date shall, on and from the Effective Date, become the employees of the Transferee Company on terms and conditions not less favourable as applicable to them on the Effective Date. 9.2 On and from the Effective Date, the services of the employees will be treated as having been continuous, without any break, discontinuance or interruption, for the purpose of membership and the application of the rules or bye-laws of the various Funds (as defined herein below). 9.3 Insofar as any provident fund liability, gratuity liability or any other liability in respect of the employees is concerned (hereinafter referred to as the Employee Liability ) of the Demerged Undertaking, the part of Employee Liability relatable to the employees of the Demerged Undertaking shall be the liability of the Transferee Company. 13

16 9.4 The Transferor Company and Transferee Company do not have any funds created for the benefit of its employees. 10. CONDUCT OF BUSINESS TILL EFFECTIVE DATE With effect from the Appointed Date and up to and including the Effective Date: 10.1 The Transferor Company shall be deemed to have been carrying on and shall carry on the business of the Demerged Undertaking and related activities and shall be deemed to have held and stood possessed of and shall hold and stand possessed of all of the respective assets of the Demerged Undertaking for and on account of, and in trust for the Transferee Company. The Transferor Company hereby undertakes to hold the said assets with utmost prudence until the Effective Date The Transferor Company shall carry on the business of the Demerged Undertaking and related activities with reasonable diligence, business prudence and shall not (without the prior written consent of the Transferee Company) alienate, create any charge, mortgage, encumber or otherwise deal with or dispose of the assets or any part thereof related to the Demerged Undertaking (except in the ordinary course of business) All the profits or income, taxes (including advance tax, tax deducted at source) or any costs, charges, expenditure accruing to the Transferor Company in connection with or pertaining to or relatable to the Demerged Undertaking or expenditure or losses arising or incurred or suffered by the Transferor Company in connection with or pertaining to or relatable to the Demerged Undertaking from the Appointed Date shall for all purpose be treated and be deemed to be and accrue as the profits, taxes, incomes, costs, charges, expenditure or losses of the Transferee Company, as the case may be Until the Effective Date, the Transferor Company shall not without the prior written approval of the Board of Directors of the Transferee Company and except as contemplated under the Scheme, issue or allot any further securities, either by way of rights or bonus or otherwise. 11. SAVING OF CONCLUDED TRANSACTIONS The transfer of the assets and liabilities of the Demerged Undertaking under clause 5 above, the continuance of Proceedings under clause 7 above and the effectiveness of contracts and deeds under clause 8 above, shall not affect any transaction or Proceedings already concluded by the Transferor Company in respect of the Demerged Undertaking on or before the Effective Date, to the end and intent that the Transferee Company accepts and adopts all acts, deeds and things done and executed by the Transferor Company in respect thereto, as if done and executed on its behalf. 12. DIVIDEND 12.1 The Transferor Company shall be entitled to declare and pay dividends, whether interim or final, to its shareholders in respect of the accounting period prior to the Effective Date. 14

17 12.2 Subject to the provisions of the Scheme, the profits of the Demerged Undertaking, for the period beginning from the Appointed Date, shall belong to and be the profits of the Transferee Company and will be available to the Transferee Company for being disposed of in any manner as it thinks fit, post the Effective Date It is clarified that the aforesaid provisions in respect of declaration of dividends are enabling provisions only and shall not be deemed to confer any right on any member of the Transferor Company to demand or claim any dividends which, subject to the provisions of the Act, shall be entirely at the discretion of the Board of Directors of the Transferor Company, subject to such approval of the shareholders, as may be required. 13. AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE TRANSFEREE COMPANY 13.1 Increase of authorized share capital of the Transferee Company: Upon coming into effect of Part III of this Scheme, the Authorized Share Capital of the Transferee Company (as detailed in clause 3.2 of the Scheme) shall stand increased from the present authorized share capital of Rs. 5,00,000 (i.e. 50,000 equity shares of Rs. 10 each) to Rs. 5,00,00,000 (i.e. 50,00,000 equity shares of Rs. 10 each), without any further act, deed or procedure, formalities or payment of any stamp duty and registration fees. Provided that pursuant to this Scheme, the Transferee Company shall file necessary forms with the Registrar of Companies, New Delhi for the said increase in authorized share capital of the Transferee Company In terms of clause , Clause V of the Memorandum of Association and Article II (1)(a) of the Articles of Association of the Transferee Company shall without any further act, deed or instrument be substituted as follows: (a) Clause no. V of the Memorandum of Association of the Transferee Company shall, without any further act, deed or instrument, be substituted by the following clause: The Authorised Share Capital of the Company is Rs.5,00,00,000 divided into 50,00,000 (Fifty Lakhs) Equity Shares of Rs.10 each. (b) Article II (1)(a) of the Articles of Association of the Transferee Company shall, without any further act, deed or instrument, be substituted by the following clause: The Authorised Share Capital of the Company shall be as per Clause V of the Memorandum of Association It shall be deemed that the members of the Transferee Company have also resolved and accorded all relevant consents under Sections 13, 14, 61 and other applicable provisions (to the extent notified and in effect) of the Companies Act, 2013 for the purpose of amendment of the Memorandum of Association and Articles of Association of the Transferee Company as above. It is clarified that there will be no need to pass a separate shareholders resolution as required under Sections 13, 14 and 61 of the Companies Act, 2013 for amendment of the Memorandum of Association and Articles of Association of the Transferee Company as above. 15

18 14. CONSIDERATION 14.1 In consideration of the demerger of the Demerged Undertaking of the Transferor Company in to the Transferee Company, the Transferee Company shall, without any further act or deed, issue and allot 1 (one) Equity Share of Rs. 10/- each credited as fully paid-up (the New Equity Shares ) of the Transferee Company for every 150 (one hundred and fifty) equity shares of Rs. 10/- each fully paid-up held by the equity shareholders in the Transferor Company, as on the Record Date In respect of fractional entitlements, if any: (a) (b) Where a shareholder of the Transferor Company is entitled to only a fraction of one share i.e. less than one share to be alloted to him on Demerger, the said shareholder will be alloted the minimum of one equity share. In other cases, the fractional entitlement would be rounded off to nearest integer for determining his entitlement to the equity shares in the Transferee company The New Equity Shares to be issued by the Transferee Company shall be issued in physical form to the members of Transferor Company entitled thereto The New Equity Shares to be issued and allotted as above shall rank pari passu with the existing equity shares of the Transferee Company, in all respects including dividends It shall be deemed that the members of the Transferor Company and the Transferee Company who have approved the Scheme have also accorded all relevant consents under Section 62 of the Companies Act, 2013 or any other provisions of the Act to the extent the same may be considered applicable and that there will be no need to pass a separate shareholders resolution as required under Section 62 of the Companies Act, REDUCTION OF EQUITY SHARE CAPITAL OF THE TRANSFEREE COMPANY 15.1 Upon allotment of the New Equity Shares by the Transferee Company in terms of Clause 14 above, the pre-demerger shareholding in the Transferee Company held by Go Investments (i.e. 10,000 equity shares of Rs. 10 each), shall be cancelled in accordance with the order(s) of the NCLT(s) sanctioning the Scheme under Sections 230 to 232 of the Companies Act, The cancellation of the initial share capital shall result in a mirror image of the shareholding pattern in the Transferee Company as it stands for the Transferor Company as of the Record Date. No consideration shall be payable to the shareholders of the Transferee Company on account of cancellation of such pre-demerger equity share capital pursuant to this clause Upon cancellation of the initial equity share capital of the Transferee Company as per clause 15.1 above, the equity share capital of the Transferee Company shall stand reduced to the extent of the nominal value of the shares cancelled by the Transferee Company. If the NCLT holds that Section 66 of the Companies Act, 2013 is deemed to apply to this Scheme, then the necessary minute of the resolution relating to the reduction of the equity share capital of the Transferee Company pursuant to this 16

19 Scheme, shall be registered, with the Registrar of Companies, NCT of Delhi & Haryana, New Delhi in terms of Section 66 of the Companies Act, Notwithstanding the reduction in the equity share capital of the Transferee Company, the Transferee Company shall not be required to add And reduced as a suffix to its name Upon registration of the Order sanctioning the Scheme, with the Registrar of Companies, NCT of Delhi & Haryana, New Delhi, the reduction shall be deemed to take effect from the Effective Date Since the said reduction is an integral part of the Scheme under Section 230 to 232 and will be made effective pursuant to order(s) of the NCLT(s) sanctioning the Scheme in terms of Sections 230 to 232 of the Act, the provisions of Section 66 of the 2013 Act shall not be applicable unless the NCLT holds otherwise. In any event, it shall be deemed that the members of the Transferee Company who have approved the Scheme have also resolved and accorded all relevant consents under Section 66 of the Companies Act, 2013 or any other provisions of the Act to the extent the same may be considered applicable and that there will be no need to pass a separate shareholders resolution as required under Section 66 of the Companies Act, The order of the NCLT sanctioning the Scheme shall also be deemed to be an order under Section 66 of the Companies Act, 2013 confirming the reduction. 16. ACCOUNTING TREATMENT FOR THE DEMERGER 16.1 Accounting treatment in the books of the Transferor Company: (a) The book value of assets of the Demerged Undertaking shall be deducted, on line by line basis, from the book value of assets of the Transferor Company, and book value of liabilities of Demerged Undertaking shall be deducted, on line by line basis, from the book value of liabilities of the Transferor Company. The balance carried in the Revaluation Reserve shall stand cancelled. The net impact, of the above, if credit, shall be treated as Capital Reserve and if debit, shall be adjusted against retained earnings Accounting treatment in the books of the Transferee Company: (a) (b) (c) (d) The assets and liabilities of the Demerged Undertaking shall be recorded in the books and account of the Transferee Company at their values as appearing in the books of account of the Transferor Company immediately before the Appointed Date. The paid-up share capital shall be increased by the face value of the fully paid New Equity Shares of the Transferee Company issued in terms of clause 14.1 of the Scheme. The paid-up share capital shall be reduced by pre-demerger paid-up share capital in the Transferee Company cancelled after effecting the Demerger in terms of clause 15. The difference of (a), (b) and (c) above, if credit, shall be credited to Demerger Reserve and if debit, shall be treated as Goodwill. 17

20 16.3 Subject to the aforesaid, the Board of Directors of the Transferor and Transferee Companies shall be entitled to make such corrections and adjustments as may in their opinion be required for ensuring consistent accounting policy or which may otherwise be deemed expedient by them in the respective books of account of the said companies, while complying with generally accepted accounting standards as applicable. 17. RESIDUAL UNDERTAKING 17.1 The Residual Undertaking and all the assets, liabilities and obligations pertaining thereto shall continue to belong to and remain vested in the Transferor Company All legal, taxation or other proceedings whether civil or criminal (including proceedings before any statutory or quasi-judicial authority or tribunal) by or against the Transferor Company under any statute, whether pending on the Appointed Date or which may be instituted at any time thereafter, and in each case relating to the Residual Undertaking (including those relating to any property, right, power, liability, obligation or duties of the Transferor Company in respect of the Residual Undertaking) shall be continued and enforced by or against the Transferor Company With effect from the Appointed Date and upto and including the Effective Date: (a) (b) (c) The Transferor Company shall carry on and shall be deemed to have been carrying on all business and activities relating to the Residual Undertaking for and on its own behalf; all profits accruing to the Transferor Company thereon or losses arising or incurred by it (including the effect of taxes, if any, thereon) relating to the Residual Undertaking shall, for all purposes, be treated as the profits or losses, as the case may be, of the Transferor Company; and All assets and properties acquired by the Transferor Company in relation to the Residual Undertaking on and after the Appointed Date shall belong to and continue to remain vested in the Transferor Company. PART IV - OPTION GRANTED TO SMALL SHAREHOLDERS, WHO WILL BE ALLOTTED EQUITY SHARES OF THE TRANSFEREE COMPANY ON DEMERGER (UNDER PART III OF THIS SCHEME), TO EXIT (PARTLY OR WHOLLY) FROM THE TRANSFEREE COMPANY AT THE EXIT PRICE 18. Option granted to Small Shareholders 18.1 OPTION All Small Shareholders of the Transferee Company, who have been allotted equity shares in the Transferee Company in accordance with Part III of this Scheme, are conferred an option to sell the said equity shares of the Transferee Company to Go Investments at the Exit Price ( Option ) This Option can be exercised by the Small Shareholders on or before 30 days from the date of allotment of shares ( Option Period ). 18

21 18.2 EXECUTION OF SHARE TRANSFER DEED Before expiry of the Option Period, any Small Shareholder desirous of exercising the Option shall, by a notice in writing inform Go Investments (with a copy marked to the Transferee Company), stating that it is exercising the Option and shall specify the number of shares of the Transferee Company ( Option Shares ) that it proposes to sell to Go Investments ( Option Notice ) Upon receipt of the Option Notice, the Small Shareholder and Go Investments shall take all required actions, in a timely manner and in any event, no later than 15 days from the date of receipt of the Option Notice, to complete the sale of the Option Shares to Go Investments free of encumbrances, including without limitation, procuring approval, if required, of the Board of Directors (or any relevant committee thereof) of the Transferee Company and Go Investments for the sale of the Option Shares to Go Investments, delivering share certificates and executing and delivering the relevant share forms, any certificates or other relevant documents or making changes in the Register of Members of the Transferee Company, etc. The Transferee Company shall provide all timely support to facilitate transfer of the Option Shares to Go Investments MODE OF DISCHARGE OF CONSIDERATION Simultaneously upon execution of the share transfer forms, in consideration of the sale of the Option Shares to Go Investments, Go Investments shall pay the Small Shareholder an amount equivalent to the number of Option Shares X Exit Price by cheque. PART V - REDUCTION OF PREFERENCE SHARE CAPITAL ISSUED BY GO INVESTMENTS 19.1 On Part-III of the Scheme becoming effective and shares of the Transferee Company being issued to the shareholders of the Transferor Company, the Preference Shares, i.e. 40,93, % Non-Convertible Redeemable Non-Cumulative Preference Shares of Go Investments issued to NWS, of the face and paid-up value of Rs.100 each aggregating to Rs. 40,93,19,000 will stand redeemed without any further act and to that extent the preference share capital of Go Investments shall stand reduced and corresponding redemption liability shall be credited to preference share capital redemption liability account The Preference Share capital redemption liability shall be discharged by Go Investment by transfer of 653,245 Equity Shares of the Transferee Company allotted to Go Investments on Demerger of the Demerged Undertaking by the Transferee Company (in terms of Part III) to NWS Upon redemption of the Preference Shares held by NWS in the preference share capital of Go Investments as per clause 19.1 above, the preference share capital of Go Investments shall stand reduced to the extent of the nominal value of the Preference Shares redeemed by Go Investments in accordance with the order(s) of the NCLT sanctioning the Scheme under Sections 230 to 232 of the Companies Act, 2013 ad the said order. If the NCLT holds that Section 66 of the Companies Act, 2013 is deemed to apply to this Scheme, then the necessary minute of the resolution relating to the reduction of the preference share capital of Go Investments pursuant to this Scheme, 19

22 shall be registered, with the Registrar of Companies, Mumbai under Section 66 of the Companies Act, Upon registration of the Order sanctioning the Scheme and the minute set out above, by the Registrar of Companies, Mumbai, pursuant to Section 66 of the Companies Act, 2013, the reduction shall be deemed to have taken effect from the Effective Date Since the said reduction is an integral part of the Scheme under Section 230 to 232 and will be made effective pursuant to order(s) of the NCLT(s) sanctioning the Scheme in terms of Sections 230 to 232 of the Act, the provisions of Section 66 of the 2013 Act shall not be applicable unless the NCLT holds otherwise. In any event, it shall be deemed that the members of Go Investments who have approved the Scheme have also resolved and accorded all relevant consents under Section 66 of the Companies Act, 2013 or any other provisions of the Act to the extent the same may be considered applicable and that there will be no need to pass a separate shareholders resolution as required under Section 66 or otherwise of the Companies Act, The order of the NCLT sanctioning the Scheme shall also be deemed to be an order under Section 66 of the Companies Act, 2013 confirming the reduction Notwithstanding the reduction of the preference share capital of Go Investments, Go Investments shall not be required to add and reduced as a suffix to its name and Go Investments shall continue in its existing name Pursuant to the redemption of the Preference Shares as stated in Clause 19.1 above, any arrears of dividend on the Preference Shares or any other liability, whether present or contingent, of Go Investments, pertaining to the Preference Shares shall, upon the Scheme being effective, abate and that there shall be no liability of Go Investments in respect of the NWS Preference Shares so redeemed Accounting Treatment for the Reduction of Preference Share Capital of Go Investments: On allotment of the equity shares to Go Investments by the Transferee Company pursuant to the Demerger in terms of Part-III of the Scheme, Go Investments shall record the equity shares in its books of accounts as under: (i) (ii) The equity shares as aforesaid shall be recognised at their value based on apportionment of the cost of the original shares of the transferor company held based on the Net Assets of the Demerged undertaking over the total networth of the demerged company in accordance with section 49(2C) of the Income Tax Act, 1961; and The carrying amount of equity shares of the Transferor Company in its books of accounts will stand reduced corresponding by the value of equity shares of the Transferee Company recognised in the books of accounts Go Investments shall pass the following entry to record discharge of its preference share redemption liability as stated in clause 19.1 above. (i) (ii) The preference share redemption liability account will be debited and The investment account in respect of equity shares of the Transferee Company will be credited to the extent of the carrying amount of such Equity Shares determined as per Clause (i) above. 20

23 (iii) The excess of the amount payable against preference share redemption liability over the carrying amount of the equity shares transferred shall be recorded as gain on transfer of investment. Conversely, the deficit, if any, shall be recorded as loss on transfer of investment Subject to the aforesaid, the Board of Directors of the Go Investment shall be entitled to make such corrections and adjustments as may in their opinion be required for ensuring consistent accounting policy or which may otherwise be deemed expedient by them in the books of account of the said company, while complying with generally accepted accounting standards as applicable 19.9 Accounting Treatment in the books of NWS On the Effective Date, the Preference Shares held by NWS as redeemed by Go Investment in accordance with Part V shall stand redeemed and the investment in such Preference Shares by NWS shall stand correspondingly reduced and the said amount shall be debited to Preference Share redemption proceeds receivable account On receipt of equity shares of the Transferee Company transferred to NWS by Go Investments towards redemption proceeds, the investments in the Transferee Company will be debited for an amount equivalent to an amount outstanding in preference share redemption proceeds receivable account with corresponding credit to that account Subject to the aforesaid, the Board of Directors of the NWS shall be entitled to make such corrections and adjustments as may in their opinion be required for ensuring consistent accounting policy or which may otherwise be deemed expedient by them in the books of account of the said company, while complying with generally accepted accounting standards as applicable PART VI GENERAL TERMS AND CONDITIONS APPLICABLE TO THE SCHEME 20 APPLICATIONS TO THE NCLT The Transferor Company, the Transferee Company, Go Investments and NWS shall, with all reasonable dispatch, make applications to the NCLT, for sanctioning this Scheme for an order or orders thereof for carrying this Scheme into effect. 21 MODIFICATIONS/AMENDMENTS TO THE SCHEME 21.1 The Transferor Company, the Transferee Company, Go Investments and NWS by their respective Board of Directors or such other person or persons, as the respective Board of Directors may authorize, including any committee or sub-committee thereof, may make and / or consent to any modifications / amendments to the Scheme or to any conditions or limitations that the NCLT or any other authority may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by them. The Transferor Company, the Transferee Company, Go Investments and NWS by their respective Board of Directors or such other person or persons, as the respective Board of Directors may authorize, including any committee or sub-committee thereof, shall be authorized to take all such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions whether by reason of any directive or orders of any other authorities or otherwise howsoever 21

24 arising out of or under or by virtue of the Scheme and / or any matter concerned or connected therewith For the purpose of giving effect to this Scheme or to any modifications or amendments thereof or additions thereto, the authorized person(s) of the Transferor Company, the Transferee Company, Go Investments and NWS may give and are hereby authorized to determine and give all such directions as are necessary including directions for settling or removing any question or doubt or difficulty that may arise and such determination or directions, as the case may be, shall be binding on all parties, in the same manner as if the same were specifically incorporated in this Scheme. 22 SCHEME CONDITIONAL ON APPROVALS / SANCTIONS The Scheme is conditional upon and subject to: (i) (ii) (iii) Approval of the Scheme by the requisite majority of the respective members and such class of persons of the Transferor Company, the Transferee Company, Go Investments and NWS as may be directed by the NCLT. Sanctions and Orders under the provisions of Section 230 to 232 of the Companies Act, 2013 being obtained by the Transferor Company, the Transferee Company, Go Investments and NWS from the NCLT. All other sanctions and approvals as may be required by law in respect of this Scheme being obtained. 23 COSTS All costs, charges and expenses including stamp duty and registration fee of any deed, document, instrument or NCLT s order including this Scheme or in relation to or in connection with negotiations leading up to the Scheme and of carrying out and implementing the terms and provisions of this Scheme and incidental to the completion of arrangement in pursuance of this Scheme shall be borne and paid by the respective companies. 24 REVOCATION OF THE SCHEME In the event of any of the said sanctions and approvals referred to in clause 21 above not being obtained and / or complied with and / or satisfied and / or this Scheme not being sanctioned by the NCLT and / or order or orders not being passed as aforesaid, this Scheme shall stand revoked, cancelled and be of no effect and in that event, no rights and liabilities whatsoever shall accrue to or be incurred inter se the Transferor Company, the Transferee Company, Go Investments and NWS or their respective shareholders or creditors or employees or any other person save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any right, liability or obligation which has arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out in accordance with the applicable law and in such case, each company shall bear its own costs unless otherwise mutually agreed. Further, the Board of Directors of the Transferee Company, the Transferor Company, Go Investments and NWS shall be entitled to revoke, cancel and declare the Scheme to be of no effect if such boards are of the view that the coming into effect of the Scheme in terms of the provisions of this Scheme or filing of the drawn up orders with any authority could have adverse implication on all/any of the companies. 22

25 IN THE NATIONAL COMPANY LAW TRIBUNAL SPECIAL BENCH NEW DELHI NO.CA(CAA) -45( PB)/2017 SECTION: UNDER SECTION 230(1) OF THE COMPANIES ACT, 2013 IN THE MATTER OF: Go Ai.rlines (India) Ltd..... Petitioner V/s Respondent Order delivered on Coram : (CHIEF JUSTICE M.M.KUMAR) PRESIDENT (R.VARADHARAJAN) MEMBER (JUDICIAL) For t he Petitioner Mr. D.Bhattacharya, Advocate For the Respondent ORDER

26 Chairperson is stated to be not willing to participate in the meeting. The Alternative Chairperson would now be Ms. Rajdipa Behura, Advocate ( ). The application stand disposed of. (CHIEF JUSTICE M.M.KUMAR) PRESIDENT (R.VARADHARAJAN) MEMBER (JUDICIAL) U.O.Mehta A'\ () V'~ \)~~1- NIRMALA VINCENT Court Offi cer National c ' '1W Tribunal r.t, "e1hi

27 BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, PRINCIPAL BENCH NEW DELHI C.A(CAA) 45/PB /2017 Present: CIDEF JUSTICE (Rtd.) SHRI M.M. KUMAR, HON'BLE PRESIDENT In the matter of: & SHRI R. VARADHARAJAN, MEMBER (JUDICIAL) Sections 230 and 232 and other applicable sections and provisions of the Companies Act, 2013 read Companies (Compromises, Arrangements, and Amalgamations) Rules, AND IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT OF Go AirLines (India) Limited A company incorporated under the Companies Act, 1956 Having its registered office at: C/o Britannia Industries Limited, A-33 Lawrence Road Industrial Area, New Delhi Applicant Company ~ ADVOCATE FOR THE APPLICANT: Debapriyo Bhattacharya

28 ORDER 1. This is an application filed by the applicant company herein under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (for brevity 'The Acf) read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity 'The Rules') in relation to the composite Scheme of Arrangement (for brevity the "Scheme") between the applicant company (Transferor Company), Wadia Reality Private Limited (Transferee Company), Go Investments and Trading Private Limited and Nowrosjee Wadia & Sons Limited ("NWS") for (i) demerge the real estate development undertaking of the Transferor Company (i.e. the Demerged Undertaking" has been defined in the 'Scheme) into the Applicant Company; (ii) the reduction of equity share capital of the transferee Company and (iii) the reduction of preference share capital of Go Investments;, the said Scheme is also annexed to the application. The present application has been filed by applicant to seek appropriate directions for, inter alia, dispensing from holding or convening and holding meeting of the shareholders, Secured and Unsecured Creditors of the Applicant Company. 2. Counsel for the applicants took us through the avennents made in the application as well as the typed set of documents annexed there with. Learned Counsel represents that the Scheme does not contemplate any ~

29 corporate debt restructuring exercise as contemplated under Section 230(2) of the Act. It is further represented that an application filed by the applicants are maintainable in view of Rule 3(2) ofthe Rules and it is also represented that the registered office of all the transferor companies are situated within the territorial jurisdiction of this Tribunal and fall within domain of Registrar of Companies, NCT, New Delhi. 3. The applicant Company was incorporated on 29 1 h April 2004 under the provisions of companies Act, Subsequently, the company was converted to a public company and the name of the company was changed to "Go Airlines (India) Limited" through a fresh certificate of corporation March 1st, 2011, and the registered office of the Company was changed from Mumbai to current address with effect from 3Oth April It is submitted that the applicant company has 28 equity shareholders, 7 Secured and 314 Unsecured creditors as on March In relation to the Equity shareholders, secured and Unsecured creditors the applicant company seeks directions for convening and holding their respective meetings. 5. In light of the notification of the provisions for Sections 230 to 232 of Companies Act, 2013 and as well as Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 framed thereunder this Tribunal proceeds to ente1iain the above joint application. Further, the registered office of applicant is situated within New Delhi and subject to ~

30 the territorial jurisdiction of Registrar of Companies, NCT of Delhi and Haryana as well as that of this Tribunal. 6. We have perused the application and the connected documents I papers filed along with the Scheme of Arrangement contemplated between the applicant company, Wadia Reality Private Limited (Transferee Company), Go Investments and Trading Private Limited and Nowrosjee Wadia & Sons Limited ("NWS''). 7. The authorised capital of the applicant company is Rs. 2,50,00,00,000 divided into 20,00,00,000 Equity shares of Rs.l 0/-each and 5,00,00,000 Preference Shares of Rs.l 0/- each. The Issued, Subscribed and Paid-up Capital of the applicant company is Rs. 1,50,00,00,000/- divided into 15,00,00,000 equity shares ofrs.lo/- each. 8. That the main objects of the applicant company/transferor Company are as follows: "1. To carry on business of Scheduled, non-scheduled Airlines by operating or chartering and types of Aircrafts, Aeroplanes, Helicopters for carriage of passengers, commercial documents, mail, cargo and shipments, goods, merchandise, any other commodity within India or to any destination in the world and to act as Passenger Airlines, Air Cargo operators and Air Taxi Operators". ~

31 9. The applicant company has filed its Memorandum and A1ticles of Association as well as the last available audited fmancial statements as on 3PL March The meeting of Board of Directors of the applicant company/ transferor Company was held on loth Feb1uary 2017, through which the Board have unanimously passed resolution and approved the proposed Scheme of as contemplated above and copies of resolution have also been placed on record by the company. 11. Accounting treatment as prescribed in the Scheme is as follows: a. Accounting treatment in the books of the Transferor Company: The book value of assets of the Demerged Undertaking shall be deducted, on line by line basis, from the book value of assets of the Transferor Company, and book value of liabilities of Demerged Unde1taking shall be deducted, on line by line basis, from the book value of liabilities of the Transferor Company. The balance carried in the Revaluation Reserve shall stand cancelled. The net impact, of the above, if credit, shall be treated as Capital Reserve and if debit, shall be adjusted retained eamings. ~ -

32 b. Accounting treatment in the books of the Transferee Company: The assets and liabilities of the Demerged Undertaking shall be recorded in the books and account ofthe Transferee Company at their values as appearing in the books of account of the Transferor Company immediately before the Appointed Date. The paid-up share capital shall be increased by the face value of the fully paid New Equity Shares of the Transferee Company issued in tenns of clause 14.1 ofthe scheme. The paid-up share capital shall be reduced by pre-demerger paid-up share capital in the Transferee Company cancelled after effecting the Demerger in tenns of clause 15 of the Scheme. c. The difference of (a),(b) and (c) shall be credited to Demerger reserve and if debit, shall be treated as Goodwill. 12. It is Submitted that as per para of the Scheme the Transferee Company shall allot 1 equity share of Rs. 10 each as fully paid-up, of the transferee company for every 150 equity shares ofrs. 10 each fully paid up held by the equity shareholders in the transferor company. 13. The companies have submitted that no investigation proceedings are pending against them either under Sections 235 to 251 of the Companies Act, 1956 or any other law. 14. Taking into consideration the application and the documents filed ~ we propose to issue the following directions with respect to

33 calling, convening and holding of the meetings of the shareholders, Secured and Unsecured Creditors or dispensing with the same as well as issue of notices including paper publication which are as follow: A. In relation to the Applicant Company:- (i) With respect to Equity Shareholders, shal1 be held at 56, Jor Bagh, New Delhi , on at 11:00 am subject to the notice of meeting being issued. The quorum for the Equity Shareholder Meeting shall be 8 in number. (ii) The meeting of Secured Creditors shall be held at 56, Jor Bagh, New Delhi , on at 11 :30 am subject to the notice of meeting being issued. The quorum for the Secured Creditors Meeting shall be 3 in number. (iii) The meeting of Unsecured Creditors shall be held at 56, Jor Bagh, New Delhi , on at 12:00 Noon subject to the notice of meeting being issued. The quorum for the Unsecured Creditors Meeting shall be 100 in number. B. In case the Quorum as noted above for the above meetings of the applicant companies are not present at the meetings, then the meetings shal1 be adjourned by half an hour, and thereafter, the person present

34 and voting shall be deemed to constitute the quorum. For the purpose of computing the quorum, the valid proxies shall also be considered, if the proxy in the prescribed form, duly signed by the person entitled to attend and vote at the meeting, is filed with registered office of the applicant companies at least 48 hours before the meetings. The Chairperson and the Alternate Chairperson appointed herein along with Scrutinizer shall ensure that the proxy registers are properly maintained. C. Justice V.K. Gupta ( ) is appointed as the Chairperson and Mr. ~ Vangraja Pasayat (Advocate) is appointed as Alternative Chairperson for the meetings as may have been directed to be convened by this Tribunal as above ofthe applicant company. D. The fee for the Chairperson for the aforesaid meetings shall be Rs 1,00,000 (One Lac only) and the fee for the Alternate Chairperson shall be Rs. 50,000 (Fifty-Thousand only) in addition to meeting their incidental expenses. Mr Pankaj Jain, Practising Chartered Accountant, is appointed as a Scrutinizer and would be entitled to fee of Rs.SO,OOO (Fifty- Thousand only) for his services in addition to meeting his incidental expenses. The Chairperson will file their reports within two weeks from the date of holding of the above said meetings. E. The individual notices of the said meetings shall be sent by the applicant companies through registered post or speed post or through courier

35 through 30 days in advance before the scheduled date of the meeting, indicating the day, date, place and time as aforesaid, together with a copy of scheme of amalgamation, a copy of explanatory statement, required to be sent under the Companies Act, 2013 and the prescribed fonn of proxy shall be sent alongwith and in addition to above any other documents as may be prescribed under the Act may also be duly sent with the notice. F. That the applicant companies shall publish advertisement with a gap of at least 30 clear days before the aforesaid meetings, indicating the day, date, place and time as aforesaid, to be published in the English Daily 'Business Standard' and Hindi Daily 'Jansatta' (Delhi Edition) stating the copies of Scheme of Amalgamation, the Explanatory Statement required to be furnished pursuant to Section 230 of the Companies Act, 2013 and the form of proxy shall be provided free of charge at the registered office of the applicant companies. G. Voting shall be allowed on the proposed Scheme by voting in person, by proxy, through postal ballot or through electronic means as may be applicable to the respective companies under the Act and rules framed there under. The Chairperson shall be responsible to report the result of ~

36 the meeting within two weeks of the conclusion of the meeting with a vote on the proposed Scheme. H. The compames shall individually send notice to the Central Government, the Income Tax Authorities, concerned Registrar of Companies, NCT of Delhi & Haryana, Official Liquidator and other sectoral regulators who may have significant bearing on the operation of the applicant companies along with copy of required documents and disclosures required under the provisions of Companies Act, 2013 read with Companies (Compromises, Arrangements, and Amalgamations) Rules, I. The applicant companies further furnish copy of the Scheme free of charge within 1 day of any requisition for the Scheme made by every creditor of the applicant companies entitled to attend the meetings as aforesaid. J. The authorized representative of the applicant companies shall furnish an affidavit of service of notice of meetings and publication of advertisement and compliance of all directions contained herein at least ~before the proposed meetings.

37 K. All the aforesaid directions are to be complied with strictly in accordance with the applicable law including forms and formats contained m the Companies (Compromises, Anangements, Amalgamations) Rules, 2016 as well as the provisions of the Companies Act, 2013 by the Applicants. The application stands allowed in the aforesaid terms. So/; (CHIEF JUSTICE (Rtd.) M.M. KUMAR) ~ v R. V ARADHARAJAN, (MEMBER )(J)

38 Annexure 2 PROPOSED DEMERGER OF REAL ESTATE BUSINESS OF GO AIRLINES (INDIA) LIMITED INTO WADIA REALTY PRIVATE LIMITED ACCOUNTANTS' REPORT ON A FAIR RATIO OF ALLOTMENT BANSI S. MEHTA & CO. Chartered Accountants, Merchant Chamber, 3rd Floor, 41, New Marine Lines, Mumbai

39 Bam'i S i\fehra & ( 'o Valuation Report CONTENTS 1. Introduction 2. Data Obtained ') 5..., j, Consideration Of Factors 6 4. Exchange Ratio 5. Limitations And Disclaimer Appendix A: Summary Of Data Obtained Appendix B: Statement Of Net Assets Of The Demerged Undertaking As At January

40 Bansi,)'.. \Jehla & ( 'o l'a/uation Report 1 INTRODUCTION 1.1 Background and Terms of Engagement There is a proposal before the Boards of Directors of Cio Airlines (India) Limited and Wadia Realty Private Limited to consider the demerger of the Real Estate Development Business ("the Demerged Undertaking.. ) of Go Airlines (India) Limited (hereinafter referred to as GAIL") into a newly incorporated company. namely Wadia Realty Private Limited (hereinafter referred to as.. WRE") (collectively referred to as.. the Companies.. ) with the Appointed date for such demerger (being a date as approved by the National Company La\\ Tribunal or such other competent authority may approve I fix) (hereinatter referred to as.. Appointed date.. ). We have been approached by the Management of the Companies ("the Management") to give our repott on the fair ratio of allotment of shares in WRE to the shareholders of GAIL ("the Report.. ) considering certain special features as discussed in Part 3 of this Repmt. This Repmt sets out the findings of our exercise. For the purpose of giving a t:1ir ratio of allotment for the demerger of the Demerged Undertaking. we have relied on the tinancials of the GAIL as at January Profiles of the companies GAIL Promoted by the Wadia Group in GAIL is a closely held public company engaged in Airlines and Real Estate de\elopment businesses. GAIL offers a low-fare carrier service to its customers by operating scheduled airlines and activities ancillary thereto. across various cities India. The Real Estate Development undertaking is in respect of a land parcel in Thane. The registered office of GAIL is at C/o Britannia Industries Limited. A-33 Lawrence Road Industrial Area. Nevv Delhi - II The equit) shares of GAIL are not listed on any stock exchanges till date. WRE WRE is a closely held company incorporated for the purpose of carrying on the business of. infer alia. real estate development. It has been incorporated under the Companies Act and having its registered oftice at C/o Britannia Industries Limited. A-33 Lawrence Road Industrial Area. New Delhi

41 Bansi S.. A.khla & Co Valuation Report 1.3 Basic Financial Information of GAIL as on Januat~' 31,2017: Sr. No. I I. Authorised Particulars Company as a whole GAIL The Demerged Undertaking 20,00.00,000 Equity Shares of Rs. I 0 each 200,00.00,000 Not Applicable 5.00,00,000 Preference Shares of Rs. 10 each Not Applicable Issued, Subscribed and paid-up Equity Shares of Rs. 10 each Not Applicable,., -'- Face Value per share Rs. 10 Not Applicable 4. Book \ alue per share (Based on Share Capital as at January ) Rs Rs Net worth at book value (Based on Share Capital as at January ) Rs Rs (Rs. in crores) The shareholding pattern ofg!\il as at January is as under: Particulars %of holding Go Investments and Trading Private Limited (the I 65.32% Holding Company) Others 34.68% Total '% 3

42 Bansi.\. Afehfa & ( 'o l'o/uotion Report 1.4 Basic Financial Information of WRE: The Authorised Share Capital and Issued. Subscribed and Paid-up Share Capital of WRE as at the.january 3 I is as follows: Share Capital Authorised Amount in Rs Equity Shares of Rs. 10 each 5.00,000 Issued, Subscribed and paid-up Equity Shares of Rs. 10 each The shareholding pattern of WRE as at the January is as follows: Particulars %of holding Go Investments and Trading Private Limited (the 99.98% Holding Company) Nominees of Cio Investments and Trading Private 0.02% Limited Total too.oo x, The proposed Authorised Share Capital and Issued. Subscribed and Paid-up Share Capital of WRE after the demergcr would be as folio\\s: Share Capital Amount in Rs. Authorised Equity Shares of Rs. 10 each Issued, Subscribed and paid-up Equity Shares of Rs. 10 each 1,00,00.000

43 Bansi S. Mehta & ( 'o l 'aluation Report 2 DATA OBTAINED 2. I We have called for and obtained such data. information. etc. as \\ere necessary for the purpose of our assignment, which have been made available to us by the Management of GAIL (''the Management"'). Appendix A hereto broadly summarises the data obtained.

44 Bansi,<;,. Ali' /ita & ( 'o Valuation Report 3 CONSlDERA TION OFF ACTORS For the purpose of arriving at a fair ratio of allotment. we have examined. considered and placed reliance on various details. data. documents. accounts. statements furni shed and explanations and information gi\en to us and have proceeded to find out the ratio on a consideration of the following factors : 3.1 The issued and subscribed capital of WRE is Rs being the minimum capital required for incorporating a private company. 3.2 The assets and liabilities identified as pertaining to or In relation to the Demerged Undertaking are to be transferred to WRE at book values as appearing in the books of GJ\IL as on the day immediately preceding the Appointed Date. 3.3 The Net J\ssets value of the Demerged Undertaking as at.january ) I based on the book \alue of the assets and liabilities. identified for being transferred to \VRE is Rs crores (/\s per Appendix B). 3.4 Pursuant to the demerger. equity shares are proposed to be issued b\ WRE to all the equity shareholders of GAIL on a proportionate basis. 3.5 Also. under the said scheme. upon demerger. the initial share capital of WRE being I shares of WRE held by Go Investments and Trading Private Limited shall get cancelled resulting in WRE ha, ing a complete mirror image shareholding as GAIL 3.6 From the foregoing. it is evident that the ultimate O\\nership of both WRE and Ci/\IL lies with the same set of shareholders in the same O\\nership interest. This obviates the question or aspect of adjusting the equities between two or more disparate groups of shareholders. \\hich is ordinarily at the root of fixing such ratio of allotment. 3.7 We have als~) given due consideration to the twin factors of the lc\ el of paid-up Equity Share Capital that is considered reasonable for servicing in the medium term by WRE and of a\ oiding fraction and disturbance in the holdings of shareholders. 6

45 Bansi S. Mehta & Co I 'afuat ion Report 4 EXCHANGE RATIO On the basis of the above data and the factors considered relevant by us. we consider the fair exchange ratio to be as follows: "For every 150 (one fifty) Equit:,. shares of face and paid up value of Rs. I 0 (Ten) held in GAIL I (One) Equity share of face and paid up value of Rs. I 0 (Ten) in WRE to be issued to the equity shareholders of GAIL. 7

46 Bonsi S. Mehta & ( 'o Valuation Report 5 LIMITATIONS AND DISCLAIMER Our Repoti is subject to the scope of limitations detailed hereinafter. 5.1 The Repoti is to be read in totality and not in parts. 5.2 Our ratio is based on the information furnished to us being complete and accurate in all material respects. Our scope of work does not enable us to accept responsibility for the accuracy and completeness of the information provided to us. We have. therefore. not performed any audit. revie\\ or examination of any information used and therefore. do not express any opinion with regard to the same. 5.3 Our repoti is meant for the purpose mentioned in Para 1.1 and should not be used for any purpose other than the purpose mentioned therein. The Report should not be copied or reproduced without obtaining our prior written approval for any purpose other than the purpose for which it is prepared. However. we understand that the Report \\iii be shared with the relevant 1-1 igh Court. advisors of the Companies in relation to the Scheme of Demerger. as \\ell as with the statutory authorities. 5.4 Our work does not constitute an audit or certification or due diligence of the past working results of the Companies and we have relied upon the information pro\ ided to us by the Management as regards such working results. 5.5 We have no obligation to update this report because of events or transactions nccumng subsequent to date of the Report. PLACE: MUMBAI BANSI S. MEHTA & CO. DATE: FEBRllARY 7, 2016 CHARTERED ACCOUNT ANTS

47 Bunsi S. Mehla & ( o 1 'aluarion Reporf APPENDIX A: StJMMARY OF DATA OBTAINED For the purpose of our assignment. we have relied on such data summarised in the said Appendix and other related information and explanations provided to us in this regard. 1. The detailed shareholding pattern of GAIL as on.january : The Audited Financial statements of GAIL for the year ended March March and March 3 I. 2016: 3. Split Unaudited Financial Statements of GAIL and the Demerging Undertaking as at.january : -L Draft of the proposed Scheme of Arrangement for Demerger bet\\een GAIL and WRF and their respecti\'c shareholders and creditors u/s. 391 to 394 read with Sections I 00 to I 03 of the Companies Act. 1956: 5. Ans,vers to specific questions and issues raised by us to the Management after examining the foregoing data. 9

48 Bansi S..Hehw & Co 1- aluaf ion Report APPENDIX B: STATEMENT OF NET ASSETS OF THE DEMERGED UNDERTAKING AS AT JANUARY 31,2017 AMOUNT AMOUNT PARTICULARS (Rs. ln crores) (Rs. ln crores) I Fixed Assets (Net Block) 0.04 I Add: Investments I 0.01 Add: Net Current Assets Inventories Debtors Loans and Advances Other Current Assets - Total Current Assets. Loans and Advances (A) Current Liabilities & Provisions Current Liabilities 0.01 Provisions 0.04 Total Current Liabilities and PrO\ is ions (B) 0.05 Net Current Assets (A-B) I I Less: Loan Funds (Net of Cash and Bank Balance) 0.00 l \ Net Assets

49 Annexure 3 BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT MUMBAI COMPANY APPLICATION (CAA) NO. 45 (PB)/2017 IN THE MATTER OF SECTION 230(1) OF THE COMPANIES ACT, 2013 POWER TO COMPROMISE OR MAKE ARRANGEMENTS WITH CREDITORS AND MEMBERS (See Rule 3 of the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016) AND IN THE MATTER OF GO AIRLINES (INDIA) LIMITED (APPLICANT) Having its registered office at C/o Britannia Industries Limited, A-33 Lawrence Road Industrial Area, New Delhi Go Airlines (India) Limited ) a company incorporated under the provisions of the ) Companies Act, 1956 having its registered office at ) C/o. Britannia Industries Limited, A-33, Lawrence Road ) Industrial Area, New Delhi ) Applicant / Transferor Company EXPLANATORY STATEMENT UNDER SECTION 230(3) OF THE COMPANIES ACT, In this statement Go Airlines (India) Limited is referred to as the Transferor Company, Wadia Reality Private Limited is referred to as the Transferee Company, Go Investments & Trading Private Limited is referred to as the Go Investments and Nowrosjee Wadia & Sons Limited is referred to as the NWS. The other definitions contained in the Composite Scheme of Arrangement between Transferor Company, Transferee Company, Go Investment and NWS with their respective shareholders (hereinafter referred to as the Scheme ) will also apply to this statement under Section 230 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ( Explanatory Statement ). 2. A copy of the Scheme setting out the terms and conditions of the Scheme is attached to this Explanatory Statement. 3. Pursuant to the Order dated 4 th July 2017 read with order dated 21 st July 2017 passed by the National Company Law Tribunal, Principal Bench, New Delhi ( NCLT ) in the Company Application referred to above, a meeting is being convened on Tuesday, 29 th day of August 2017 at 11:00 A.M, at 56, Jor Bagh, New Delhi , of the Equity Shareholders of the Transferor Company for the purpose of considering and, if thought fit, approving, the Scheme. Overview 4. The Scheme envisages (i) demerger of the Demerged Undertaking of Transferor Company into Transferee Company; (ii) Reduction of Equity Share Capital of the Transferee Company; (iii) exit option to small shareholders and (iv) redemption of Non-Convertible Redeemable Non-Cumulative Preference Shares of Rs.100 each issued by Go Investments & Trading Private Limited to Nowrosjee Wadia & Sons Limited, under Sections and other applicable provisions of the Act with effect from 1 st day of February 2017 ( Appointed Date ).

50 5. Background 5.1 Details of the Transferor Company (a) (b) (c) (d) The Transferor Company is an unlisted public company and was incorporated on 29 th April 2004 under the provisions of the Companies Act, The Transferor Company was converted into a public limited company and the name of the company was changed to Go Airlines (India) Limited through a fresh certificate of incorporation dated 1 st March 2011 issued by the Registrar of Companies, Maharashtra, Mumbai. Corporate Identification Number (CIN): U63013DL2004PLC Permanent Account Number (PAN): AACCG2599K Registered office address and address: C/o. Britannia Industries Limited, A-33, Lawrence Road, Industrial Area, New Delhi address: nikhil.rathod@goair.in (e) (f) The Transferor Company is the subsidiary company of Go Investments & Trading Private Limited within the meaning of Section 2(46) of the Companies Act, The Transferor Company and the Transferee Company both belong to the Wadia group of companies. (i) The object for which the Transferor Company was established are set out in its Memorandum of Association; the main objects are, inter alia, as follows: (A) To carry on business of Scheduled, non scheduled Airlines by operating or chartering any type of Aircrafts, Aeroplanes, Helicopters for carriage of passengers, commercial documents, mail, cargo and shipments, goods, merchandise, any other commodity within India or to any destination in the world and to act as Passenger Airlines, Air Cargo operators and Air taxi Operators. (ii) The shareholders of the Company in their Extra Ordinary General Meeting ( EOGM ) held on 21st November 2016 passed a Special Resolution to alter the provisions of its Memorandum of Association. Accordingly, Clause III(B) (Objects Clause) of the Memorandum of Association of the Company has altered by renumbering the existing sub-clause (19) as 19A and inserting sub-clause 19B and 19C as under; 19A. To amalgamate, enter into any partnership or acquire interest in the business of any other company, person or firm carrying on or engaged in or about to carry on or engaged in any business or transaction included in the objects of the Company or enter into any arrangement for sharing profits, or for co-operation, or for mutual assistance, with any such person, firm or company and to give or accept by way of consideration for any of the acts or things aforesaid or property acquired, any shares or debentures. 19B. To de-merge, amalgamate, spin-off, reconstruct, reorganize the business, capital and / or assets, liabilities, debts, rights, obligations of the Company and enter into any scheme of arrangement with any person for the same. 19C. To enter into schemes of arrangement, negotiations with and enter into agreements, arrangements, collaborations and contracts, and conclude the same with foreign and/or Indian parties and other persons. (g) The Transferor Company is, inter alia, engaged in the business of aircraft passenger and cargo services and also the development of real estate.

51 (h) The current Financial Year of the Transferor Company is the period from April 01 to March 31. The authorized, issued, subscribed and paid-up share capital of the Transferor Company as on 31 st March 2017 (audited) is as under: Particulars Amount (In Rs.) Authorized Capital Equity Shares 20,00,00,000 equity shares of Rs.10 each 200,00,00,000 Preference shares 5,00,00,000 preference shares of Rs.10 each 50,00,00,000 Total 250,00,00,000 Issued, Subscribed and Paid-up Capital Equity Shares 15,00,00,000 shares of Rs.10 each 150,00,00,000 Total 150,00,00,000 (i) Names of the promoters and directors along with their addresses: Sr. No. Name of Promoter/Director Address of the Promoter/Director PROMOTER 1 Mr. Nusli N. Wadia Beach House, P Balu Marg, Prabhadevi, Mumbai Mr. Jehangir N. Wadia Beach House, P Balu Marg, Prabhadevi, Mumbai Mr. Ness N. Wadia Beach House, P Balu Marg, Prabhadevi, Mumbai Go Investments & Trading Private Limited C/o, Britannia Industries Limited, A-33, Lawrence Road Industrial Area, New Delhi Sahara Investments Private Neville House, J.N. Heredia Marg, Ballard Estate, Limited Mumbai Heera Holdings & Leasing Private Limited Neville House, J.N. Heredia Marg, Ballard Estate, Mumbai Nidhivan Investments & Neville House, J.N. Heredia Marg, Ballard Estate, Trading Co. Private Limited 8 Sea Wind Investment & Trading Co. Limited Mumbai , Wallace Street, Fort, Mumbai DIRECTOR 1 Mr. Nusli N. Wadia Beach House, P. Balu Marg, Prabhadevi, Mumbai Mr. Jehangir N. Wadia Beach House, P. Balu Marg, Prabhadevi, Mumbai Mr. Ness N. Wadia Beach House, P. Balu Marg, Prabhadevi, Mumbai Dr. Vijay L. Kelkar A701, Blossom Boulevard, Plot No. 421/2 South Main Road, Koregaon Park, Pune Mr. Apurva S. Diwanji Wyoming Building, 5th Floor, Little Gibbs Road, Malabar Hill, Mumbai

52 6 Mr. Keki M. Elavia 2A, Anand Bhavan, 36th Road, Bandra (West), Mumbai Mrs. Vibha Paul Rishi 812 Aralias, 12th Floor, Block - 8, Golf Link, DLF City - V, Gurgaon , Haryana 8 Mr. Wolfgang Prock-Schauer Flat No.2702, 27th Floor, Imperial Tower, South Wing, BB Nakashe Marg, Tardeo, Mumbai Note: Mr. Nasser M. Munjee (erstwhile director of the Transferor Company), has resigned as a Director of the Transferor Company w.e.f. 25 th May Details of Transferee Company: (a) The Transferee Company is a private limited company and was incorporated on 01 st July 2016 under the provisions of the Companies Act, (b) (c) (d) Corporate Identification Number (CIN): U70109DL2016PTC Permanent Account Number (PAN): AAACN2021P Registered office address and address: C/o Britannia Industries Limited, A-33, Lawrence Road Industrial Area, New Delhi address: sunil.sharma@wadiagroup.com (e) (f) The Transferee Company is the subsidiary company of Go Investments & Trading Private Limited within the meaning of Section 2(46) of the Companies Act, The Transferor Company and the Transferee Company both belong to the Wadia group of companies. Go Investments and NWS also belong to the Wadia group of companies. (i) The objects for which the Transferee Company was established are set out in its Memorandum of Association; the main object is as follows: 1. To carry on the business of developers, builders, masonry and general construction contractor, erectors, constructors & re-constructors of buildings, houses, row houses, apartments, villas, bungalows, structures, land, roads, shelters and or residential, office, industrial, institutional or commercials or developer or co-operative housing societies, township, holiday resorts, hotels, motels, malls, theatre, auditorium, restaurants, schools, hospitals and to purchase, take on lease, rent or otherwise acquire and assume possession of land or other immovable property or buildings or structures thereon and to alter, repair and maintain buildings, structures and plant and machinery and to equip the same or part thereof with all or any amenities or conveniences, drainage facility, electric and to deal with the same in any manner and in particular preparing of building sites, constructing, reconstructing, erecting, altering, improving and maintaining of structures, flats, houses, works, workshops, hospitals, nursing homes, clinics, godowns and other commercial, educational purposes and conveniences to purchase for development, for resale lands, houses, buildings, structures for the purpose of business of the Company. 2. To carry on the business of handling inward tourists in India including Indian and foreign & conduct tours, safaris, expeditions, conferences, meetings, holiday packages and also handle similar type of activities in other parts of the world also, business and trade as travel and tourist agents, couriers and contractors, and to conduct and manage tours or voyages by rail, road, sea or air for tourists and passengers and to provide for facilities to book passengers and arrange for reservations and tickets, and to provide all kinds of conveniences or facilities during travels, tours, journeys, voyages and flights.

53 3. To carry on the business of running hotels, motels, restaurants, cafes, guest houses, taverns, refreshment rooms, canteens, boarding and loading, housekeepers, licensed victuallers, beer and spirit merchants, and dealers in aerated, mineral and artificial waters, soft drinks, fruit juices and other drinks, purveyors and caterers including the business of running of night clubs, swimming pools, health clubs, curious, carpets, novelty shops, general merchandise and other articles connected with hotel and restaurant trade, and to provide lodging, boarding and other facilities such as dressing rooms, library, indoor and outdoor games, sports, recreation, exhibition, entertainment, cinema and opera to the customers. (ii) The object authorizing the Transferee Company to enter into arrangements is provided in Clause 40 of its Memorandum of Association which reads as under: (40) To amalgamate, merge, enter in to partnership or into any arrangements for sharing of profits, amalgamation, union of interest, reciprocal concession or co-operation with any person, partnership or company and to promote and aid in promoting, constituting, forming and organising companies or partnerships of all kinds for the purpose of acquiring any business, undertaking, any property or liabilities of such person, partnership or company or of advancing directly or indirectly the objects thereof for any other purpose which this Company may think expedient, and also to pay for any properties, rights or privileges acquired by this Company either in shares of the Company or partly in shares and partly in cash or otherwise and to give shares or stock of this Company in exchange for shares or stock of any other company. (g) (h) The Transferee Company is engaged in the business of inter alia, carrying on the business of real estate development. The current Financial Year of the Transferee Company is the period from April 01 to March 31 in any given year. The authorized, issued, subscribed and paid-up share capital of the Transferee Company as on 31 st January 2017 (i.e. as on the date of latest unaudited accounts) is as under: Particulars Amount (In Rs) Authorized Capital Equity Shares 50,000 Equity shares of Rs.10/- each 5,00,000 Total 5,00,000 Issued, Subscribed and Paid-up Capital Equity Shares 10,000 equity shares of Rs.10/- each. 1,00,000 Total 1,00,000 (i) Names of the promoters and directors along with their addresses: Sr. No. Name of Promoter/Director Address of the Promoter/Director PROMOTER 1 Go Investments & Trading Private Limited C/o, Britannia Industries Limited, A-33, Lawrence Road Industrial Area, New Delhi DIRECTOR 1 Mr. Jairaj C. Bham 43, Falcons Crest, Parel Tank Road, Parel, Mumbai Mr. Girish R. Advani A Wing 801, Evershine Embassy, Veera Desai Road, Opp. Country Club, Andheri (West), Mumbai

54 5.3 Details of Go Investments: (a) (b) (c) (d) Go Investments is a private limited company and was incorporated on 05 th August 1988 under the provisions of the Companies Act, 1956 as Sevakunj Investments & Trading Company Private Limited. Subsequently the name of Go Investments was changed from Sevakunj Investments & Trading Company Private Limited to Go Investments & Trading Private Limited. A fresh certificate of change of name reflecting the new name was issued by the Registrar of Companies, Maharashtra on 23 rd November, Corporate Identification Number (CIN): U65990DL1988PTC Permanent Account Number (PAN): AACCS2156G Registered office address and address: C/o Britannia Industries Limited, A-33, Lawrence Road Industrial Area, New Delhi address: kaioz.nalladaru@bombaydyeing.com (e) (f) Go Investments is the holding company of the Transferor Company within the meaning of Section 2(46) of the Companies Act, Go Investments, Transferor Company and the Transferee all belong to the Wadia group of companies. (i) The objects for which the Go Investments was established are set out in its Memorandum of Association; the main object is as follows: 1. To invest in stock, or to acquire, or hold or sell, or buy or otherwise deal in shares, units, obligation and other securities of any company or other securities issued by any government or any lawful authority. 2. To purchase, sell, import, export and trade in all kinds of merchandise, including medicinal, chemicals pharmaceutical and biological preparations, all types of stationery items, toilet requisites, preserved food items and perfumery articles. (ii) The shareholders of the Company in their Extra Ordinary General Meeting ( EOGM ) held on 06 th October 2016 passed a Special Resolution to alter the provisions of its Memorandum of Association. Accordingly, Clause III (A) (Objects Clause) of the Memorandum of Association of the Company has altered by inserting the following sub-clauses 3 & 4 after the existing sub-clause 2. The object authorizing the Go Investments to enter into arrangements reads as under: 3. To amalgamate or merge, de-merge, spin-off, reconstruct, reorganize the business, capital and / or assets, liabilities, debts, rights, obligations of the Company and to enter into any scheme of arrangement with any person for the same. 4. To enter into scheme of arrangements, negotiations, with and enter into agreements, arrangements, collaborations and contracts and conclude the same with foreign and / or Indian parties and other persons. (g) (h) Go Investments is primarily a holding company of the Transferor Company. The current Financial Year of the Go Investments is the period from April 01 to March 31 in any given year. The authorized, issued, subscribed and paid-up share capital of Go Investments as on 31 st January 2017 (i.e. as on the date of latest unaudited accounts) is as under:

55 Particulars Amount (In Rupees) Authorized Capital Equity Shares 10,000,000 Equity shares of Rs.1/- each 10,000,000 Preference Shares 10,900,000 Preference shares of Rs.100/- each 1,090,000,000 Total 1,100,000,000 Issued, Subscribed and Paid-up Capital Equity Shares 201,020 equity shares of Rs.1/- each. 201,020 Preference Shares 9,384, % Non-Convertible Redeemable Non Cumulative 938,450,000 Preference shares of Rs.100/- each Total 938,651,020 (i) Names of the promoters and directors along with their addresses: 5.4 Details of NWS: Sr. No. Name of Promoter/Director Address of the Promoter/Director PROMOTER 1 Mr. Nusli N. Wadia Beach House, P Balu Marg, Prabhadevi, Mumbai Mr. Jehangir N. Wadia Neville House, J. N. Heredia Marg, Ballard Estate, Mumbai Mr. Ness N. Wadia Beach House, P Balu Marg, Prabhadevi, Mumbai DIRECTOR 1 Mr. Nusli N. Wadia Beach House, P. Balu Marg, Prabhadevi, Mumbai, Mr. Jehangir N. Wadia Beach House, P. Balu Marg, Prabhadevi, Mumbai, Mr. Ness N. Wadia Beach House, P. Balu Marg, Prabhadevi, Mumbai, Mr. Sukant S. Kelkar No. 1, Sindhula, N. Gamadia Road Mumbai Mr. Anilkumar J. Hirjee Flat No.9, Battery House, 74-A Bhulabhai Desai Road, Mumbai (a) (b) (c) (d) NWS is an unlisted public company and was incorporated on 02 nd August 1944 under the provisions of the Companies Act, Corporate Identification Number (CIN): U51900MH1944PLC Permanent Account Number (PAN): AAACN1836A Registered office address and address: Neville House, J.N. Heredia Marg, Ballard Estate, Mumbai address: kaioz.nalladaru@bombaydyeing.com

56 (e) (i) The objects for which the NWS was established are set out in its Memorandum of Association; the main object is as follows: (F) To acquire any such shares, stocks, debentures, debenture stock, bonds, obligations, or securities, by original subscription, tender, purchase, exchange or otherwise, and to subscribe for the same, either conditionally or otherwise, and to guarantee the subscription thereof and to exercise and enforce all rights and powers conferred by or incident to the ownership thereof. (Z-1) To carry on business of providing, supplying, maintaining, operating all business administrative services, solutions, facilities, conveniences, bureaus and business solution/s to any person, individual, organization, company, corporation, including but not limited to Wadia Group of Companies or its holding Companies, subsidiary Companies, affiliated Companies, Joint Venture Companies, SPV Companies or Companies in which directly or indirectly any of the Wadia Group of Company / ies, Director/s, Shareholder/s has connection or interest, the services includes but not limited to (1) setting up commercial premises and stores including Infrastructure and Facilitation Centre either its own or by appointing franchisees (2) services of internal telephone, internet, video conferencing, teleconferencing, teleprinter and any type of communication services and facilities via automatic, semiautomatic, manual, electrical, electronic or mechanical office equipments, apparatus, tools, instruments, systems, devices, implements, articles, machines by any means of power (3) Medical and health Services, including but not limited to provision of first aid, group insurance, mediclaim facilities for employee and their dependent family members (4) Industrial health facility and services (5) maintenance and operation of industrial relations department (6) Services of providing transportation of employees, monies and valuables (7) Services of watch and ward (8) services of providing Canteens facilities to the workers, officers, employees, business associates and related parties (9) providing housing, education and recreation facility to the workers, employees, officers and their dependent family members (10) providing services of holiday homes and other social amenities (11) management of trust, funds and organizations for the benefit of any person, organization, company, their employees and for others (12) general services in relation to the affairs and businesses or for the benefit of the employees of any person, organization, company to whom the services is being provided by the Company (13) open and operate mail box and other Office infrastructure and facilitation Centre of specified standards including services of photocopiers, telephones, intercoms, facsimile machines, zerographic equipments & products, desk top publishing systems (14) to develop and sale software/s and other programme/s, data processors, computer peripherals (15) provide other administrative services like providing, developing, handling, operating and organizing the provision of parcel communications, telecommunications, computer communication telephonic and telegraphic communications, wave communications, and providing of packaging services, wrapping services, shredding services and provide warehousing facility, provide equipment on returnable basis and other value added services, document services, computer time rental facility, fax parcel and phone services, money transfer facilities and to purchase, assign, license or otherwise secure any charter, power, authority, franchise, concession, rights, or privileges as franchisor or franchisee and act as agent, commission agent, del-credere agent, C&F agent, representative, broker, informer, correspondent for providing all types of Business Solution services which facilitate carrying on business and other systems for the development of the business and also acting as advisers and consultants on all matters relating to commencement, carrying on and continue any business, Profession, vocation and to provide consultancy to resolve problems relating to the business, civil, administration, finance, organization, management, commencement or expansion of industry in the field of financial restructuring, securitisation, derivatives, intellectual property rights (IPR), pay roll management, mergers and acquisitions, corporate restructuring, establishment of internal control system, international & domestic public offering, rehabilitation of any undertaking, business concerns, partnership firm, corporate bodies and to provide consultancy relating to licenses, patents, trademarks, corporates and/or commercial law, valuations, copy rights, designs, detailed engineering, financial and/or technical collaborations, Joint ventures, transfer of technology, human resource development, and to provide professional service in the field connected with finance, taxation, investments, accountancy, industrial and commercial activities in India and abroad.

57 Z-2. To develop, apply for, purchase, assign, License or otherwise enter into limited right to use of trademark, trade name, patent, patent rights, logo, copyright, design and to register and acquire and protect, prolong, renew in India and in any part of the world any trademark, trade name, patents, patent rights, logo brevets d invention, designs, licenses, protections, concessions, monopolies and the like conferring any exclusive or nonexclusive or limited right to their use or any secret or other information as to any invention, process or privilege which may seem capable of being used for any of the purposes of the company or the acquisition of which may seem calculated directly or indirectly to benefit the company and to use, exercise, develop or the grant, licenses or privileges in respect of or to turn to account, the property, rights and information so acquired and to carry on any business in any way connected therewith. (ii) The shareholders of the Company in their Extra Ordinary General Meeting ( EOGM ) held on 08 th September 2016 passed a Special Resolution to alter the provisions of its Memorandum of Association. Accordingly, Clause III (Objects Clause) of the Memorandum of Association of the Company has altered by inserting the following sub-clauses Z-3 & Z-4 after the existing sub-clause Z-2 as under: (Z -3) To de-merge, amalgamate, spin-off, reconstruct, reorganize the business, capital and / or assets, liabilities, debts, rights, obligations of the Company and enter into any scheme of arrangement with any person for the same (Z-4)To enter into schemes of arrangement, negotiations with and enter into agreements, arrangements, collaborations and contracts, and conclude the same with foreign and/or Indian parties and other persons. (f) (g) NWS is engaged in the business of providing, supplying, maintaining, operating all business administrative services, solutions, facilities to various persons and holds investments in Wadia Group companies. The current Financial Year of the NWS is the period from April 01 to March 31 in any given year. The authorized, issued, subscribed and paid-up share capital of NWS as on 31 st January 2017 (i.e. as on the date of latest unaudited accounts) is as under: Particulars Amount (In Rs) Authorized Capital Equity Shares 90,000 equity shares of Rs. 1,000 each 9,00,00,000 Preference shares 10,000 non-cumulative convertible redeemable preference 1,00,00,000 shares of Rs. 1,000 each Total 10,00,00,000 Issued, Subscribed and Paid-up Capital Equity Shares 56,744 shares of Rs. 1,000 each 5,67,44,000 Preference Shares 3,000 10% optionally convertible, redeemable, non-cumulative preference shares of Rs. 1,000 each 30,00,000 Total 5,97,44,000

58 (h) Names of the promoters and directors along with their addresses: Sr. No. Name of Promoter/Director Address of the Promoter/Director PROMOTER 1 Ben Nevis Investments Limited Palm Grove House, P.O. Box 3186, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands 2 Newpoint Enterprises Limited Fideco Global Business Services Limited, 44, George Street, Port Louis, Republic of Mauritius 3 Mr. Nusli N. Wadia Beach House, P Balu Marg, Prabhadevi, Mumbai Mr. Jehangir N. Wadia Beach House, P Balu Marg, Prabhadevi, Mumbai Mr. Ness N. Wadia Beach House, P Balu Marg, Prabhadevi, Mumbai Mrs. Dina Neville Wadia Beach House, P Balu Marg, Prabhadevi, Mumbai DIRECTOR 1 Mr. Sukant S. Kelkar No.1, Sindhula, N. Gamadia Road, Mumbai Mr. Jairaj C. Bham 43, Falcons Crest, Parel Tank Road, Parel, Mumbai Mr. S. Raja 1506, Sunflower Bldg., Neelkhanth Gardens, Govandi (E) Mumbai Mr. Poonthuruthi Govindan No.1504, Eternia Wing B, Hiranandani Garden Main Road, Powai, Mumbai Mr. Nasli S. Lawyer 8, Cambridge Court, Pedder Road, Mumbai Board Approval: The Board of Directors of the Transferor Company, Transferee Company, Go Investments and NWS had approved the Scheme in their separate meetings held on 10 th February 2017, 20 th March 2017, 20 th March 2017 and 9 th March 2017 respectively. A. Transferor Company a. Names of Directors of the Transferor Company who voted in favour of the resolution: i. Mr. Nusli N. Wadia ii. Mr. Jehangir N. Wadia iii. Mr. Ness N. Wadia iv. Dr. Vijay L. Kelkar v. Mr. Apurva S. Diwanji vi. Mr. Keki M. Elavia vii. Mr. Wolfgang Prock-Schauer Note: Mr. Nasser M. Munjee (erstwhile Director of the Transferor Company), has resigned as a Director of the Transferor Company w.e.f. 25 th May 2017 who voted in favour of the resolution. b. Names of Directors of the Transferor Company who voted against the resolution: None c. Names of Directors of the Transferor Company who did not vote or participate in the resolution: Mrs. Vibha Paul Rishi

59 B. Transferee Company: a. Names of Directors of the Transferee Company who voted in favour of the resolution: i. Mr. J. C. Bham ii. Mr. Girish Advani b. Names of Directors of the Transferee Company who voted against the resolution: None c. Names of Directors of the Transferee Company who did not vote or participate in the resolution: None C. Go Investments a. Names of Directors of Go Investments who voted in favour of the resolution: i. Mr. Nusli N. Wadia ii. Mr. Jehangir N. Wadia iii. Mr. Ness N. Wadia iv. Mr. Sukant S. Kelkar v. Mr. Anilkumar J. Hirjee b. Names of Directors of Go Investments who voted against the resolution: None c. Names of Directors of Go Investments who did not vote or participate in the resolution: None D. NWS a. Names of Directors of NWS who voted in favour of the resolution: i. Mr. Sukant S. Kelkar ii. Mr. Jairaj C. Bham iii. Mr. S. Raja iv. Mr. Poonthuruthi Govindan v. Mr. Nasli S. Lawyer b. Names of Directors of NWS who voted against the resolution: None c. Names of Directors of NWS who did not vote or participate in the resolution: None 7. Details of the Scheme (i) (ii) (iii) Appointed Date: is 1 st February 2017 or such other date(s) as the Tribunal or such other competent authority may approve / fix; Effective Date: shall be the date on which the certified copies of the Order(s) of the Tribunal sanctioning the Scheme, are filed with the Registrar of Companies. Share Exchange Ratio: (a) The consideration, i.e. the share exchange ratio, was determined on the basis of the valuation report dated 7 th February 2017 obtained from M/s Bansi Mehta & Co., Chartered Accountant, Independent Valuer. A copy of the valuation report is annexed hereto and marked as Annexure B. (b) In consideration of the demerger of the Demerged Undertaking of the Applicant Company into the Transferee Company, the Transferee Company shall issue and allot 1 equity share of Rs.10/- each credited as fully paidup of the Transferee Company for every 150 equity shares of Rs.10/- each fully paid-up held by the equity

60 shareholders in the Transferor Company, as on the Record Date (i.e. same date as the Effective Date for determining the names of the members of the Applicant Company who shall be entitled to receive shares of the Transferee Company upon the Scheme coming into effect). (c) The value per share of the Transferee Company post demerger, was determined on the basis of the valuation report dated 7 th February 2017 obtained from M/s Bansi Mehta & Co., Chartered Accountant, Independent Valuer. A copy of the valuation report is annexed hereto and marked as Annexure C. (iv) Rationale and benefits for the Scheme: (a) The primary business activity of the Transferor Company is aircraft passenger and cargo services. The Transferor Company, in its real estate development undertaking, owns an immovable property, being land situated at Thane for real estate development and businesses allied with the airline business such as hospitality, convention centre, hotel, etc. and other such commercial activities which support the airline business. The Transferor Company is a part of the Wadia Group. The said land vested in the Transferor Company upon amalgamation of another Wadia Group company into the Transferor Company. (b) However, the land has been classified in a residential zone under the Development Control Regulations of the Thane Municipal Corporation. Approval for use of the land was revalidated in September 2014 with the condition that the land will be used only for residential and non-agricultural purposes. The land is located on Ghodbunder road which has a large number of residential projects. The land therefore cannot be used for commercial activities connected with the Transferor Company s airlines business. The Transferor Company has taken certain effective steps in pursuing the development of real estate. (c) Prospective investors who are inclined to invest in the airlines business are very different from those who prefer to invest in the business of development of land for residential and non-agricultural purposes. Also, the management and technical skills required to run an airlines business are very different from the skills and resources required to manage large scale real estate development which needs specialised manpower and business skills. (d) The airlines and real estate development businesses are highly specialized in nature requiring huge capital outlay and very different technical and management skills. Taking into account, the existing Development Control Regulations of the Thane Municipal Corporation and also the current and future market trends, it is not suitable for the Transferor Company to proceed with utilization of the land for its commercial activities connected with the Transferor Company s airlines business in the present scenario. (e) The Transferee Company has been incorporated for the purpose of carrying on the business of real estate development in a focused manner with the required management and technical skills with substantial investment required. With the objective of realising the full potential of the aviation business and business of real estate development, the Demerged Undertaking of the Transferor Company is sought to be demerged into the Transferee Company. (f) Additionally, the demerger of the Demerged Undertaking from the Transferor Company to the Transferee Company would lead to significant benefits for the respective businesses of the Transferor and Transferee Companies, including: (i) Enhanced strategic flexibility in the respective businesses; (ii) Ensure better operational management and focus on their respective business; (iii) Access to varied sources of funds;(iv) Improve shareholder value for the companies. (g) The Scheme will not adversely affect the rights and interests of the shareholders of the Transferor Company. Further the creditors of the Residual Undertaking will also not be affected by the Scheme as the value of assets of the Residual Undertaking will be greater than its liabilities post the Scheme.

61 (h) The Transferee Company is newly incorporated and as on the date of the Scheme, it does not have creditors. Further, the Scheme will not adversely affect the rights and interests of the shareholders of the Transferee Company since the shareholding of the Transferee Company, will be a mirror image of the shareholding structure of the Transferor Company. The Scheme will also not adversely affect the rights and interests of the creditors of the Demerged Undertaking as the assets of the Demerged Undertaking will be greater than the liabilities of the Demerged Undertaking. (i) The Scheme also envisages cancellation of the initial equity share capital of the Transferee Company in terms of clause 15 of the Scheme. The said reduction of share capital will ensure that the shareholding pattern of the Transferee Company will be a mirror image of the shareholding pattern of the Transferor Company. The said reduction of capital does not involve diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid-up share capital. The shareholding and other rights of members of the Transferee Company will thus remain unaffected. (v) The Scheme also, inter alia, provides for: (a) Exit option to Small Shareholders who are allotted equity shares in Transferee Company on Demerger will also enable the Small Shareholders to unlock the value of the equity shares in the Transferee Company by encashing the same; (b) Redemption of 40,93, % Non-Convertible Redeemable Non-Cumulative Preference Shares of Rs.100/- each held by Nowrosjee Wadia & Sons Limited and discharge the redemption liability to the extent of the Preference Shares. THE FEATURES / DETAILS SET OUT ABOVE BEING ONLY THE SALIENT FEATURES OF THE COMPOSITE SCHEME OF ARRANGEMENT, THE EQUITY SHAREHOLDERS OF THE COMPANY ARE REQUESTED TO READ THE ENTIRE TEXT OF THE COMPOSITE SCHEME OF ARRANGEMENT TO GET THEMSELVES FULLY ACQUAINTED WITH THE PROVISIONS THEREOF. 8. Valuation Report: The Share Exchange Ratio for the Scheme was determined on the basis of the valuation report dated 7 th February 2017 prepared by M/s Bansi Mehta & Co., Chartered Accountant, for the Scheme. The Valuation Report is annexed as Annexure B to the Notice convening the meeting of the equity shareholders of the Transferor Company. The pre and post Scheme shareholding pattern of the Transferor Company and Transferee Company is annexed as Annexure E to the Notice convening the meeting of the equity shareholders of the Company. 9. There is no likelihood that the shareholders and creditors (secured and unsecured) of the Applicant Company will be prejudiced as a result of the proposed Scheme being sanctioned. In fact upon the Scheme being sanctioned, all shareholders and creditors (secured and unsecured), will have sufficient security, as the audited accounts for the year ended 31 March 2016 of the Applicant Company indicates that it is in a sound and solvent position and, will be able to meet its liabilities as they arise in the course of the business, subsequent to the Scheme becoming effective. 10. In terms of the above, it is clear that the shareholders, creditors and other stakeholders of the Applicant Company are only going to benefit from the Scheme. Further, no steps and/or action taken under the Scheme affects the rights of the shareholders and creditors of the Applicant Company. The rights of shareholders and creditors of the Applicant Company will not be prejudiced in any manner. The rights that the shareholders and creditors of the Applicant Company have qua the Applicant Company shall continue to remain unaffected.

62 11. Amount due to creditors: As on the date of the Application, in terms of the books and records of the companies: a. the Transferor Company has 314 unsecured creditors to whom a total amount of Rs Crores was due and payable. b. the Transferee Company has no unsecured creditors. c. Go Investments has no unsecured creditors. d. NWS has 1 unsecured creditor to whom a total amount of Rs.100 Crores was due and payable However, post the filing of the Application, various creditors were paid off / settled. Therefore, as on the date of 30 th June 2017, in terms of the books and records of the Companies: a. the Transferor Company has 286 unsecured creditors to whom a total amount of Rs Crores is due. b. the Transferee Company has no unsecured creditors. c. Go Investments has no unsecured creditors. d. NWS has no unsecured creditors. 12. Disclosure about the effect of the compromise or arrangement on: a. Key Managerial Personnel: The Key Managerial Personnel of the Transferor Company, Transferee Company, Go Investments and NWS are not in any manner interested in the Scheme. b. Directors: The Directors of the Transferor Company, Transferee Company, Go Investments and NWS are not in any manner interested in the Scheme. c. Promoters: The Promoters of the Transferor Company, Transferee Company, Go Investments and NWS are not in any manner interested in the Scheme. d. Non-promoter members: The Non-promoter members of the Transferor Company, Transferee Company, Go Investments and NWS are not in any manner interested in the Scheme, and will not be adversely affected by the same. e. Creditors: i. The creditors of the Transferor Company will not be affected by the Scheme as the value of assets of the Residual Undertaking will be greater than its liabilities post the Scheme. ii. The Transferee Company is newly incorporated and as on the date of the Scheme, it does not have creditors. Further, the Scheme will not adversely affect the rights and interests of the shareholders of the Transferee Company since the shareholding of the Transferee Company, will be a mirror image of the shareholding structure of the Transferor Company. The Scheme will also not adversely affect the rights and interests of the creditors of the Demerged Undertaking as the assets of the Demerged Undertaking will be greater than the liabilities of the Demerged Undertaking.

63 iii. The Scheme will also not adversely affect the rights and interests of the creditors of Go Investments and NWS. f. Employees: i. All the employees of the Demerged Undertaking and such other employees as identified by the Board of Directors of the Transferor Company, in service on the Effective Date shall, on and from the Effective Date, become the employees of the Transferee Company on terms and conditions not less favourable as applicable to them on the Effective Date. ii. iii. iv. On and from the Effective Date, the services of the employees will be treated as having been continuous, without any break, discontinuance or interruption, for the purpose of membership and the application of the rules or bye-laws of the various Funds (as defined herein below). Insofar as any provident fund liability, gratuity liability or any other liability in respect of the employees is concerned (hereinafter referred to as the Employee Liability ) of the Demerged Undertaking, the part of Employee Liability relatable to the employees of the Demerged Undertaking shall be the liability of the Transferee Company. The Transferor Company and Transferee Company do not have any funds created for the benefit of its employees. v. The Scheme will also not adversely affect the rights and interests of the employees of Go Investments and NWS 13. Investigation or proceedings, if any, pending against the company under the Act: 14. As on the date of this Notice, there are no material investigations or proceedings instituted or pending against the Transferor Company, Transferee Company, Go Investments and NWS.There are no common Directors on the Board of the Transferor Company and Transferee Company. Except Mr. Nusli N. Wadia, Mr. Jehangir N. Wadia and Mr. Ness N. Wadia, there no common Directors on the Board of the Transferor Company and Go Investments. There are no common Directors on the Board of the Transferor Company and NWS. 15. Details of Approval from regulatory authorities: a. Each of the Transferor Company, Transferee Company, Go Investments and NWS has made separate applications before the Delhi Bench and Mumbai Bench of the National Company Law Tribunal respectively for the sanction of the Scheme under Sections 230 to 232 of the Companies Act, 2013 and the corresponding Sections 391 to 394 of the Companies Act, The Application filed by NWS before the NCLT, Mumbai Bench is pending for hearing. b. A copy of the Scheme along with the necessary statement under Section 230 read with Rules 6 and 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, is also being forwarded to the Registrar of Companies and other regulatory authorities, in terms of the order dated 4 th July 2017 read with order dated 21 st July 2017 of the Delhi Bench of the National Company Law Tribunal. 16. Inspection: The following documents will be open for inspection at the Registered Office of the Transferor and Transferee Company,

64 on any working day (except Saturdays, Sundays and public holidays) between a.m. to 3.00 p.m., prior to the date of the meeting: a. Certified copy of the order of the Transferor Company dated 4 th July 2017 read with order dated 21 st July 2017 passed by the National Company Law Tribunal, New Delhi Bench in Company Application (CAA) No. 45 (PB) of 2017; b. Certified copy of the order of the Transferee Company dated 4 th July 2017 passed by the National Company Law Tribunal, New Delhi Bench in Company Application(CAA) No. 41 (PB) of 2017; c. Certified copy of the order of Go Investments dated 4 th July 2017 read with order dated 21 st July 2017 passed by the National Company Law Tribunal, New Delhi Bench in Company Application (CAA) No. 44 (PB) of 2017; d. Copies of the Memorandum and Articles of Association of the Transferor and Transferee Company, Go Investments and NWS; e. Copies of the annual reports for the last three financial years (i.e. 31 st March 2016, 31 st March 2015 and 31 st March 2014) of the Transferor Company, Go Investments and NWS; f. Copy of the audited financial statement of the Transferor Company for the period ended 31 st March, 2017; g. Copy of the unaudited financial statement of Transferor Company, Transferee Company, Go Investments and NWS for the period ended 31 st January 2017; h. Copy of the Scheme; i. Register of directors shareholding of the Transferor Company, Transferee Company, Go Investments and NWS; j. The certificate issued by Auditor of the Transferor Company to the effect that the accounting treatment proposed in the scheme of is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013; and k. Such other information or documents as the Board or Management believes necessary and relevant for making decision for or against the scheme. 17. The persons may vote in the meeting either in person or by proxies, as specifically provided for in the Notice convening the meeting of the shareholders of the Company.

65 Annexure 4 Report of the Board of Directors on the Draft Composite Scheme of Arrangement between Go Airlines (India) Limited ( GoAir ), Wadia Reality Private Limited ( WRE ), Go Investments & Trading Private Limited ( Go Investments ) and Nowrosjee Wadia & Sons Limited ( NWS ) and with their respective shareholders. The Applicant / Transferor Company had placed before the Board of Directors on 10 th February 2017, the Draft Composite Scheme of Arrangement between Go Airlines (India) Limited ( GoAir ), Wadia Reality Private Limited ( WRE ), Go Investments & Trading Private Limited ( Go Investments ) and Nowrosjee Wadia & Sons Limited ( NWS ) with their respective shareholders ( Scheme ) under the applicable provisions of the Companies Act, At the Board meeting, the following documents were placed before the Board of Directors for their consideration: a. Composite Scheme of Arrangement; b. Memorandum of Association and Article of Association of the Transferor Company; c. Audited accounts of Transferor Company as on 31 st March 2016 d. Unaudited accounts of Transferor Company as on 31 st January 2017; and e. Valuation Report dated 7 th February 2017 from M/s Bansi Mehta & Co., Chartered Accountant; BOARD REPORT Based on review of the Scheme and the abovementioned documents, the Board approved the Scheme and was of the opinion that: 1. The primary business activity of the Transferor Company is aircraft passenger and cargo services. The Transferor Company, in its real estate development undertaking, owns an immovable property, being land situated at Thane, Maharashtra for real estate development and businesses allied with the airline business such as hospitality, convention centre, hotel, etc. and other such commercial activities which support the airline business. The Transferor Company is a part of the Wadia Group. The said land vested in the Transferor Company upon amalgamation of another Wadia Group company into the Transferor Company. 2. However, the land has been classified in a residential zone under the Development Control Regulations of the Thane Municipal Corporation. Approval for use of the land was revalidated in September 2014 with the condition that the land will be used only for residential and non-agricultural purposes. The land is located on Ghodbunder road which has a large number of residential projects. The land therefore cannot be used for commercial activities connected with the Transferor Company s airlines business. The Transferor Company has taken certain effective steps in pursuing the development of real estate. 3. Prospective investors who are inclined to invest in the airlines business are very different from those who prefer to invest in the business of development of land for residential and non-agricultural purposes. Also, the management and technical skills required to run an airlines business are very different from the skills and resources required to manage large scale real estate development which needs specialised manpower and business skills. 4. The airlines and real estate development businesses are highly specialized in nature requiring huge capital outlay and very different technical and management skills. Taking into account, the existing Development Control Regulations of the Thane Municipal Corporation and also the current and future market trends, it is not suitable for the Transferor Company to proceed with utilization of the land for its commercial activities connected with the Transferor Company s airlines business in the present scenario. 5. The Transferee Company has been incorporated for the purpose of carrying on the business of real estate development in a focused manner with the required management and technical skills with substantial investment required. With the objective of realising the full potential of the aviation business and business of real estate development, the Demerged Undertaking of the Transferor Company is sought to be demerged into the Transferee Company.

66 6. Additionally, the demerger of the Demerged Undertaking from the Transferor Company to the Transferee Company would lead to significant benefits for the respective businesses of the Transferor and Transferee Companies, including: i. Enhanced strategic flexibility in the respective businesses; ii. Ensure better operational management and focus on their respective business; iii. Access to varied sources of funds; iv. Improve shareholder value for the companies. 7. The Scheme will not adversely affect the rights and interests of the shareholders of the Transferor Company. Further the creditors of the Residual Undertaking will also not be affected by the Scheme as the value of assets of the Residual Undertaking will be greater than its liabilities post the Scheme. 8. The Transferee Company is newly incorporated and as on the date of the Scheme, it does not have creditors. Further, the Scheme will not adversely affect the rights and interests of the shareholders of the Transferee Company since the shareholding of the Transferee Company, will be a mirror image of the shareholding structure of the Transferor Company. The Scheme will also not adversely affect the rights and interests of the creditors of the Demerged Undertaking as the assets of the Demerged Undertaking will be greater than the liabilities of the Demerged Undertaking. 9. The Scheme also envisages cancellation of the initial equity share capital of the Transferee Company in terms of clause 15 of the Scheme. The said reduction of share capital will ensure that the shareholding pattern of the Transferee Company will be a mirror image of the shareholding pattern of the Transferor Company. The said reduction of capital does not involve diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid-up share capital. The shareholding and other rights of members of the Transferee Company will thus remain unaffected. 10. The Scheme also, inter alia, provides for: a. Exit option to Small Shareholders who are allotted equity shares in Transferee Company on Demerger will also enable the Small Shareholders to unlock the value of the equity shares in the Transferee Company by encashing the same; b. Redemption of 40,93, % Non-Convertible Redeemable Non-Cumulative Preference Shares of Rs.100/- each, is held by Nowrosjee Wadia & Sons Limited and discharge the redemption liability to the extent of the Preference Shares in terms of Part V of the Scheme. 11. The effect of the proposed Scheme on the stakeholders of GoAir would be as follows: Effect of the Composite Scheme of Arrangement on: (a) Shareholders; No impact (b) Key Managerial Personnel; No impact (c) Directors; No impact (d) Promoters; No impact (e) Non-Promoter members; No impact (f) Depositors; No impact (g) Creditors; No impact (h) Debenture holders; Not Applicable

67 (i) Deposit trustee and Debenture trustee; (j) Employees of the Company Not Applicable No impact In the opinion of the Board, the said Scheme will be fair and reasonable for all stakeholders. For and on behalf of the Board of Directors Mr. Wolfgang Prock-Schauer Managing Director & Chief Executive Officer Dated this 27 th day of July 2017 Place: Mumbai

68 Annexure 5 GO AIRLINES (INDIA) LIMITED C/o Britannia Industries Ltd., A-33, Lawrence Road Industrial Area, New Delhi PROVISIONAL STATEMENT OF ASSETS AND LIABILITIES AS AT 31ST JANUARY, 2017 (Amount in Rs.Crore) As At As At Particulars January 31, 2017 March 31, 2016 (Provisional) (Audited) I. EQUITY AND LIABILITIES (1) Shareholders' Funds (a) Share Capital (b) Reserves and Surplus (315.49) (215.49) (2) Non-current Liabilities (a) Long Term Borrowings 1, (b) Other Long Term Liabilities (c) Long Term Provisions , (3) Current Liabilities (a) Short-term Borrowings (b) Trade Payables (i) Towards micro & small enterprises - - (ii) Others (c) Other Current Liabilities , (d) Short-term Provisions , , Total 3, , II. ASSETS (1) Non-current Assets (a) Fixed Assets (i) Tangible Assets (ii) Intangible Assets (iii) Capital work-in-progress 1, , , , (b) Non-current Investments (c) Deferred tax assets (net) (d) Long Term Loans and Advances , , (2) Current Assets (a) Inventories (b) Trade receivables (c) Cash and Bank balances (d) Short-term loans and advances (e) Other current assets Total 3, ,099.65

69 GO AIRLINES (INDIA) LIMITED C/o Britannia Industries Ltd., A-33, Lawrence Road Industrial Area, New Delhi PROVISIONAL FINANCIAL RESULTS FOR THE PERIOD ENDED 31ST JANUARY, 2017 Particulars For the period ended January 31, 2017 For the period ended January 31, 2016 (Amount in Rs.Crore) For the year ended March 31, 2016 (Provisional) (Provisional) (Audited) I. Revenue from Operations (Net) 2, , , II. Other Income III. Total Revenue 2, , , IV. Expenses Aircraft and Airport Related Expenses 2, , , Employee Benefits Expense Administrative and Other Operating Expenses Total Expenses 2, , , V. Operating Profit Less: Finance Costs VI. Profit Before Tax and Depreciation Less: Depreciation and Amortisation Expense VII. Profit Before Tax & Exceptional and Prior Period Item Add : Prior Period Items - - Add : Exceptional Items VIII. Profit Before Tax Less: Tax Expenses - Current Tax (MAT) MAT Credit Entitlement (35.29) - Deferred Tax (0.00) (0.00) IX. Profit for the period

70 GO AIRLINES (INDIA) LIMITED C/o Britannia Industries Ltd., A-33, Lawrence Road Industrial Area, New Delhi PROVISIONAL SEGMENT WISE REVENUE, RESULTS, ASSETS AND LIABLITIES (Amount in Rs.Crore) For the period For the period For the year Particulars ended ended ended January January March 31, , , Segment Revenue (Net Sales/income from each segment) (Provisional) (Provisional) (Audited) a) Aircraft Passenger and Cargo Services 2, , , b) Real Estate Development Net Sales / Income from Operations 2, , , Segment Results - Profit a) Aircraft Passenger and Cargo Services b) Real Estate Development (0.79) (1.03) (1.21) Total Less: (i) Interest Expenses (ii) Exceptional Items (44.07) - (124.70) Total Profit before Tax Segments Assets As on As on a) Aircraft Passenger and Cargo Services 3, , b) Real Estate Development Total 3, , Segment Liabilities As on As on a) Aircraft Passenger and Cargo Services 3, , b) Real Estate Development Total 3, ,315.14

71 KALYANIWALLA & MISTRY LLP CHARTERED ACCOUNTANTS INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GO AIRLINES (INDIA) LIMITED. Report on the Financial Statements We have audited the accompanying financial statements of GO AIRLINES (INDIA) LIMITED ("the Company"), which comprises the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management's Responsibility for the Financial Statements The Company's Board of Directors is responsible for the matters in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 ofthe Act, read with Rule 7 ofthe Companies (Accounts) Rules, This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Opinion I,n our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017, and its profit and its cash flows for the year ended on that date. LLP IN : AAH REGISTERED OFFICE :" KALPATARU HERITAGE. 127, MAHATMA GANDHI ROAD, MUMBAI TEL.: (91) (22) 6158 ]ZOO FAX : (91) (n) TAX OFFICE: ESPLANADE HOUSE, 29, HAZARIMAL SOMANI MARG, FORT, MUMBAI TEL. : la1l l22l 61<8 62oo FAX : la1l l22l 6n8 627<

72 r.. ' ' KALYANIWALLA & MISTRY LLP Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A", a statement on the matters specified in the paragraph 3 and 4 of the Order. 2. As required by Section 143 (3) ofthe Act, we report that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account. d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 ofthe Act, read with Rule 7 ofthe Companies (Accounts) Rules, e) On the basis of the written representations received from the directors as on March 31, 201 7, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164 (2) of the Act. f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B"; and g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements- Refer Note 20 (a), (d) & (e) to the financial statements. ii. The Company has made provision, as required under the applicable law or accounting standard, for material foreseeable losses, if any, on long-term contracts. The Company does not have any derivative contracts. iii. There are no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company. iv. The Company has provided requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period from November, 2016 to December, 2016 and these are in accordance with the books of account maintained by the Company- Refer Note 41 to the financial statements. For KAL YANIW ALLA & MISTRY LLP CHARTERED ACCOUNTANTS Firm Registration No W I W ERMIN K. IRANI PARTNER Membership No.: Place: Mumbai Dated: May 24, 2017

73 '. KALYANIWALLA & MISTRY llp ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT Referred to in in Para 1 'Report on Other Legal and Regulatory Requirements' in our Independent Auditors' Report to the members of the Company on the financial statements for the year ended March 31, Statement on Matters specified in paragraphs 3 & 4 of the Companies (Auditor's Report) Order, 2016: i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (b) (c) As explained to us, the Company has a program for physical verification of fixed assets at periodic intervals. In our opinion, the period of verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies reported on such verification were not material and have been properly dealt with in the books of account. The Company does not have immovable property and hence the provisions of sub clause (c) of paragraph 3(i) ofthe Order are not applicable. u. In our opinion and according to the information and explanations given to us, physical verification of inventory has been conducted at reasonable intervals by the management and no material discrepancies were noticed on physical verification. iii. The Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Act. Therefore, the provisions of sub-clause (a), (b) and (c) ofparagraph 3(iii) ofthe Order are not applicable. 1v. In our opinion and according to the information and explanations given to us and the records examined by us, the Company has not advanced any loans or made any investments or provided any guarantees or security to the parties covered under Section 185 and 186. Therefore, the provisions of Clause 3 (iv) of the Order are not applicable to the Company. v. In our opinion and according to the information and explanations given to us, the Company has not accepted any Deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Rules framed thereunder are not applicable. v1. In our opinion and according to the information and explanations given to us, the maintenance of cost records under sub section (1) of Section 148 of the Act is not applicable to the Company under the Companies (Cost Record and Audit) Rules, vii. (a) According to the information and explanations given to us and the records examined by us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues with the appropriate authorities. According to the information and explanations given to us, there are no arrears of outstanding statutory dues in respect of above as on the last day of the financial year for a period of more than six months from the date they became payable. (b) According to the information and explanations given to us, and the records ofthe Company, the details of aforesaid statutory dues as at March 31, 2017 which have not been deposited with the appropriate authorities on account of any dispute, are given below:

74 ' l ' l KALYAN IWALLA & MISTRY LLP Sr. No Name of the Statute Amount Period to which the Forum where dispute is Rs. in Crore amount relates pending Income Tax Act, CIT (Appeals) Service Tax Various ( to 20 I 0-11) Commissioner, Service Tax- V,Mumbai Income Tax Act, 1961 Not ascertainable May 2009 to April2011 Supreme Court oflndia Vlll. IX. X. XI. xu. Xlll. xiv. XV. XVI. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not defaulted in repayment of dues to a financial institution or banks. The Company does not have any dues to debenture holder. The Company has not raised money through initial public offer or further public offer (including debt instruments). In our opinion and according to the information and explanations given to us and based on the documents and records examined by us on an overall basis, the term loans obtained by the Company were applied for the purpose for which the loans were obtained. During the course of our examination of the books of account and records of the Company, and according to the information and explanation given to us and representations made by the Management, no material fraud by or on the Company by its officers or employees has been noticed or reported during the year. According to the information and explanation given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act. In our opinion and according to the information and explanation given to us, the Company is not a Nidhi Company. Accordingly, provisions of paragraph 3(xii) ofthe Order are not applicable. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with related parties are in compliance with sections 177 and 188 of the Act, where applicable, and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. According to the information and explanation given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with the directors or persons connected with him. Hence, the provisions of section 192 of the Act are not applicable. The Company is not required to be registered under Section 45-IA of the Reserve Bank oflndia Act, 1934, hence the provisions of paragraph 3 (xvi) of the Order are not applicable. For KALY ANIW ALLA & MISTRY LLP CHARTERED ACCOUNTANTS Firm Registration No W I W ~~X-~ ERMIN K. IRANI PARTNER Membership No.: Place: Mumbai Dated: May 24,2017

75 , KALYANIWALLA &. MISTRY LLP ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT Referred to in Para 2 (f) 'Report on Other Legal and Regulatory Requirements' in our Independent Auditor's Report to the members of the Company on the financial statements for the year ended March 31,2017. Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") We have audited the internal financial controls over financial reporting of GO AIRLINES (INDIA) LIMITED ("the Company") as of March 31, 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date. Management's Responsibility for Internal Financial Controls The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to 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 information, as required under the Act. Auditors' Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting. Meaning of Internal Financial Controls over Financial Reporting A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A

76 -., ' KALYANJWALLA & MISTRY LLP company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chru.tered Accountants of India. For KAL YANIW ALLA & MISTRY LLP CHARTERED ACCOUNTANTS Firm Registration No W I W /} - ~ ~-- - K--~ ERMIN K. IRANI PARTNER Membership No.: Place: Mumbai Dated: May 24, 2017

77 ' ' GO AIRLINES (INDIA) LIMlTED BALANCE SHEET AS AT 31ST MARCH, 2017 Particulars I. EQUlTY AND LIABILITIES (l) Shareholders' Funds (a) Share Capital (b) Reserves and Surplus (2) Non-current Liabilities (a) Long Tenn Borrowings (b) Other Long Term Liabilities (c) Long Tenn Provisions (3) Current Liabilities (a) Short-tenn Borrowings (b) Trade Payables (i) Towards micro & small enterprises (ii) Others (c) Other Current Liabilities (d) Short-tenn Provisions Total (Amount in Rs, Crore) As At As At Note March 31,2017 March 31, (110.24) (315.49) (215.49) 4 1, , , , , ,305,39 3, II. ASSETS (l) Non-current Assets (a) Fixed Assets (i) Tangible Assets (ii) Intangible Assets (iii) Capital work-in-progress , , , , (b) Non-current Investments (c) Deferred tax assets (net) (d) Long Tenn Loans and Advances (2) Current Assets (a) Inventories (b) Trade receivables (c) Cash and Bank balances (d) Short-tenn loans and advances (e) Other current assets Total Statement of significant accounting policies , , , , The accompanying notes 1 to 42 form an integral part of the financial statements. As per our report of even date For KALY ANIWALLA & MISTRY LLP CHARTERED ACCOUNTANTS Firm Registration Number l04607w/wl00l66 ERMIN K. IRANI PARTNER Membership Number: Mumbai, May 24, 2017 MD&CEO DrN: ~~ ~ Chief Financial Officer Director DrN: Company Secretary Membership No

78 ~ ;... GO AIRLINES (INDIA) LIMITED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31,2017 Particulars Note {Amount in Rs. Crore) For the year ended For the year ended March 31,2017 March 31,2016 I. Revenue from Operations (Net) 22 3, , II. Other Income _?~ J III. Total Revenue 3, , IV. Expenses Aircraft and Airport Related Expenses 24 2, , Employee Benefits Expense Administrative and Other Operating Expenses Total Expenses 3, , V. Operating Profit Less: Finance Costs VI. Profit Before Tax and Depreciation Less: Depreciation and Amortisation Expense VII. Profit Before Tax & Exceptional Items Add : Exceptional Items VIII. Profit Before Tax Less: Tax Expenses - Current Tax (MAT) MAT Credit Entitlement (61.86) (35.29) - Deferred Tax IX. Profit for the period X. Earnings Per Share Basic and Diluted Earnings per Equity Share ofrs 10/- each Statement of significant accounting policies The accompanying notes 1 to 42 form an integral part of the financial statements. As per our report of even date For and on behalf of the Board of Directors For KALY ANIWALLA & MISTRY LLP CHARTERED ACCOUNT ANTS Firm Registration Number W/W ~X~ ERMIN K. IRANI PARTNER Membership Number: Mumbai, May 24, MD&CEO DIN: Chief Financial Officer DIN: Company Secretary Membership No

79 GO AIRLINES (INDIA) LIMITED STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31,2017 PARTICULARS Year ended March 31,2017 (Amount in Rs. Crore) Year ended March 31, 2016 A. Cash Flow from Operating Activities Net Profit before tax Adjustment for: Depreciation I Amortisation Manufacturer's credit (Gain) I Loss on Sale and leaseback of aircraft and Engine Loss on assets scrapped I Sold Unrealized Forex (Gain) Interest Income Interest Expense Operating profit before working capital changes Adjustment for: Change in Trade receivables, Short term and Long Term Advances Change in Cash and Bank Balances Change in Trade Payables, Current Liabilities and Provisions Change in Inventories Cash generated from Operations I (used in operation) Direct Taxes paid (Net) TOTAL(A) B. Cash Flow from Investing Activities Proceeds from Sales of Assets I (Purchase of Fixed Assets) Interest Received TOTAL (B) C. Cash Flow from Financing Activities Proceeds from Issue of Equity Share (Repayment) of Short Term Borrowings and Working Capital Facilities- Net (Repayment)/ Proceeds of/from Long Term Borrowings - Net Interest Paid TOTAL (C) Net increase/( decrease) in Cash and Cash Equivalents (A+B+C) D. Cash and Cash Equivalent (Opening Balance) E. Cash and Cash Equivalent (Closing Balance) Net increase/( decrease) in Cash and Cash Equivalent Notes: l. Cash and Cash equivalents comprises of : (i) Cash on hand (ii) Balances with Banks (iii) Fixed Deposits with maturing less than 3 months 2. Corporate Social Responsibility expenditure paid during the year The accompanying notes l to 42 form an integral part of the financial statements (215.01) (3.17) (340.11) (22.22) 9.71 (83 83) (74.12) (101.93) (23.88) (230.24) (306.05) 4 ~ 54 (2.08) (6.62) (4.54) (4.01) 1.71 (27 97) (3.25) (110 24) (0.69) (10. 16) (10 87) (460.58) 3.23 (457.35) (100.00) (206 83) (3.89) (5.97) (2.08) As per our report of even date For KALYANIWALLA & MISTRY LLP CHARTERED ACCOUNTANTS Firm Registration Number W/WIOOI66 ~~-{_,~ ERMIN K. IRANI PARTNER Membership Number: Mumbai, May 24, 2017 MD&CEO DIN: For and on behalf of the Board of Directors ~' Chief Financial Officer ~, r&fcj-a?" Company Secretary Membership No

80 GO AIRLINES (INDIA) LIMITED Notes forming part of the financial statements for the year ended March 31, STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES a. Basis of preparation The financial statements have been prepared to comply in all material aspects with the relevant provision of the Companies Act, 20 l3 and the mandatory Accounting Standards as specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules The financial statements have been prepared under the historical cost convention on an accrual basis. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year. b. Use of estimates The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although, these estimates are based on management's best knowledge of current events and actions the Company may undertake in future, actual results ultimately may differ from the estimates. Fixed assets Fixed assets including assets acquired under finance lease are stated at cost less accumulated depreciation. Cost comprises of purchase price and any attributable cost of bringing the asset to its working condition for its intended use. d. Depreciation The Company has followed the Straight Line method for charging depreciation on all items of Fixed Assets, at the rates specified in Schedule II to the Act. In case management's estimate of the useful life of the fixed asset is shorter than that envisaged in Schedule II, depreciation is provided at a higher rate based on management's estimate of the useful life. Accordingly, in respect mobiles depreciation is provided at a higher rate based on useful life of the assets estimated at 3 years, compared to 5 years specified in Schedule II. Software is amortised over a period of 5 years. e. Impairment of assets i. The carrying amount of assets are reviewed at each balance sheet date. If there is any indication of impairment based on internal/external factors, an impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset's net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital. ii. After impairment, depreciation is provided on the revised carrying amount of the assets over its remaining useful life. f. Leases Finance leases, which effectively transfer to the Company substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the lower of the fair value and present value of the minimum lease payments at the inception of the lease term and disclosed as leased assets. Lease payments are apportioned between the finance charges and reduction of the lease liability based on the implicit rate of return. Finance charges are charged directly against income. Lease management fees, legal charges and other initial direct costs, other than taxes paid by and reimbursed to the lessor, are capitalised. Leases where the lessor effectively retains substantially all the risks and benefits of ownership over the leased term are classified as Operating leases. Operating lease payments are recognized as an expense in the Statement of Profit and Loss on a straight-line basis over the lease term. g. Investments Investments that are readily realizable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long-term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary in the value of the investments. 4

81 h. Inventories Inventories comprising of fuel stock, loose tools and consumables is valued at cost. Cost is determined on Weighted Average basis except for fuel which is on first in first out basis. Provision for obsolescence is made on loose tools based on the useful life of the aircraft to which it relates. i. Borrowing Cost Borrowing costs attributable to the acquisition or construction of a qualifying asset are capitalized as a part of the cost of the assets. Other borrowing costs are recognized as an expense in the period in which they are incurred. j. Revenue recognition i. Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue from sale of tickets of the airline operations is recognized in the year, in which the service is provided, i.e. on flown basis. Such revenues does not include the statutory fee to be collected from customers as per govemment regulations and includes taxes. Unearned revenue represents flight seats booked but not yet flown and is grouped under Current Liabilities. ii. Revenue from Cargo handling is recognized on sale basis unless it is refundable. Cargo contractual revenue is recognised as per the terms of the contract. iii. Interest income is recognized on the time proportionate method when the right to recetve mcome is established and collection is reasonably certain. iv. Export incentive under the prevalent scheme is accrued in the year in which the right to receive the benefit is established when the export collections are made. v. Dividend is recognised when the right to receive dividend is established. k. Aircraft Maintenance And Repairs Cost Aircraft maintenance costs in the nature of certain mandatory Checks, Maintenance of Landing Gear, Auxiliary Power Unit (APU), Engines are expensed on actual incurrence of the event. Re-delivery expenses are accrued in the year when the redelivery of aircraft takes place. I. Sale and leaseback Income Profit or loss on sale and leaseback arrangements resulting in operating leases are recognized immediately in case the transaction is established at fair value, else the excess over the fair value is deferred and amortised over the period for which the asset is expected to be used. m. Employee Benefits i. Defined Contribution Plans: The Company's contributions paid/payable to Provident Fund, Employees' State Insurance Scheme, and other funds, are determined under the relevant approved schemes and/or statutes, and are recognized as expense in the Statement of Profit and Loss during the year in which the employee renders the related service. ii. Defined Benefit Plans: The Company's defined benefit plans consist of Gratuity. The Company's liability for the defined benefit schemes is actuarially determined by an independent actuary based on the projected unit credit method. Actuarial gains and losses are recognized immediately in the Statement of Profit and Loss. iii. Short-term Employee Benefits (payable wholly within twelve months of rendering the service): Short-term benefits such as salaries, wages, short-term compensated absences, etc., are determined on an undiscounted basis and recognized in the year in which the employee renders the related service. iv. Other long term employee benefits consists of provision for unavailed leave which is actuarially determined. 5

82 '... ' ' n. Income Tax Tax expense comprises of current tax and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act. Deferred income taxes reflect the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognized only to the extent that there is virtual certainty that- sufficient future taxable income will be available against which such deferred tax assets can be realized. In respect of carry forward of unabsorbed depreciation and tax losses, deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that such deferred tax assets can be realized against future taxable profits. o. Foreign currency transactions Foreign currency transactions are accounted for at exchange rates prevailing at the date of the transaction. Gains or losses, resulting from the settlement (actual realisation/payment) of such transactions and from the translation of monetary assets and monetary liabilities denominated in foreign currencies into rupees at the year-end exchange rates, are recognised in the Statement of Profit and Loss. Non-monetary items like fixed assets, inventories and investments in equity shares, which are carried in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the date of the transaction. The Company' s forward exchange contracts are not held for trading or speculation; the discount or premium arising from the difference between the forward rate and the spot rate at the inception of such a contract is amortised as income or expense over the period of the contract. Any profit or loss arising on the cancellation or renewal of forward contracts is recognised in the Statement of Profit and Loss. p. Earning per share Basic and diluted earnings per share are computed by dividing the net profit after taxes attributable to equity shareholders for the year, with the weighted number of equity shares outstanding during the year. q. Provisions, Contingent liabilities and contingent assets A provision is recognised only when there is a present obligation as a result of a past event that probably requires an outflow of resources to settle the obligation and in respect of which a reliable estimate can be made. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. Contingent assets are not recognised in the financial statements since this may result in the recognition of income that may never be realized. r. Manufacturer's Incentive Manufacturer's Incentives available in the form of free of cost spares and other benefits are recognised when the right to receive is established. The directly attributable incentives are allocated on a proportionate basis to each underlying asset purchased. 6

83 2. SHARE CAPITAL (i) Authorised: Equity shares of Rs. I 0/- each Preference shares of Rs. I 0/- each (ii) Issued, subscribed and paid up: Equity shares of Rs. I 0/- each fully paid Total As at Mar 31,2017 No. of shares 20,00,00,000 5,00,00,000 25,00,00,000 As at Mar 31,2017 No. of shares 15,00,00,000 15,00,00,000 Rs. in Crore Rs. in Crore As at Mar 31,2016 No. of shares 12,00,00,000 5,00,00,000 17,00,00,000 As at Mar 31,2016 No. of shares 10,00,00,000 10,00,00,000 Rs. in Crore Rs. in Crore (a) Rights, preferences and restrictions attached to shares Equity Shares: The Company has one class of Equity shares having a par value of Rs.l 0/- per share. Each sharehoider is eligible for one vote per share held. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of Equity shares will be entitled to receive the residual 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. Preference Shares: The Preference shares shall rank in priority to the Equity shares of the Company for capital, dividend and repayment of capital in winding up and not confer any right to vote at any meeting. (b) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company Go Investments and Trading Private Limited Nusli Wadia As at Mar 31,2017 No. of shares 9,79,86,718 4,61,33,889 14,41,20,607 Percentage 65.32% 30.76% 96.08% As at Mar 31, 2016 No. of shares 9,55,96,718 7,57,600 9,63,54,318 Percentage 95.60% 0.76% 96.36% (c) Movement in the shares Balance at the beginning of the year Add: Issue of rights Balance at the end of the year 3. RESERVES AND SURPLUS As at Mar 31,2017 No. of shares 10,00,00,000 5,00,00,000 15,00,00,000 Rs. in Crore As At March 31, 2017 As at Mar 31, 2016 No. of shares Rs. in Crore 10,00,00, ,00,00, (Amount in Rs. Crore) As At March 31, 2016 (a) Revaluation Reserve As per last Balance Sheet (b) (Deficit) I Surplus in Statement of Profit and Loss (Deficit) as at the beginning of the year Add : Profit for the period (370.33) (165.08) (520.57) (370.33) Total (110.24) (315.49) 7

84 \ 4. LONG TERM BORROWINGS (a) Secured i. Term Loan from a Bank [Refer Note A(i)] 11. Term loan from a financial institution [Refer Note Note A(ii)) 111 Vehicle Loan from Finance Companies [Refer Note Note A(iii)] As at Mar 31, 2017 Current Non-current maturities (Amount in Rs. Crore) As at Mar31, 2016 Current Non-current maturities (b) Unsecured i. Term loan from a financial institution [Refer Note B(i)) 11. Foreign Currency Term Loans [Refer Note B(ii)) 1, , Total 1, A. Nature of Security and terms of repayment for secured borrowings: i. Term Loan from a Bank Term loan from a Bank ofrs Crore secured by way of a first pari passu charge on all the current, non-current and moveable fixed assets (other than Vehicle taken on Finance Lease), present and future, charge over the escrow receivables of the Company and collateral security by a mortgage on the property owned by the Company. The Term loan carries interest rate of MCLR+ 3.85% p.a. and is repayable in balance 6 equal quarterly installments ofrs Crore each starting from April 05, Term loan from a fmancial institution Company has taken term loans from two financial instituations which consists of: a) Loan ofrs. 150 Crore secured by way of a first pari passu charge on all the current, non-current and moveable fixed assets (other than Vehicle taken on Finance Lease), present and future, and collateral security by a mortgage on the property owned by the Company. The Term loan carries interest rate of 13.75% p.a. and is repayable on 31st August b) Loan ofrs. 150 Crore secured by way of a first pari passu charge on all the current, non-current and moveable fixed assets (other than Vehicle taken on Finance Lease), present and future, and collateral security by a mortgage on the property owned by the Company. The Term loan carries interest rate of 14.50% p.a. and is repayable on 30th November Vehicle Loan from Finance Companies Vehicle Loans are secured by hypothecation of vehicles purchased under the scheme. These loans are payable in equated monthly installments ofrs.48,207/- inclusive of interest till 0 1st August 2020 at the interest rate of 10.37%. B. Terms of repayment for unsecured borrowings: i. Term-loan from a financial institution ofrs. 220 Crore consists of three loans ofrs.io Crores, Rs.l25 Crores and 85 Crores respectively, carrying interest rate of 13.50% p.a. These loan are secured by a corporate guarantee of a Group Company. One loan is repayable on April 30, Second loan is repayable in 5 monthly installment of Rs.25 Crore beginning from May 31, 2017 to September 30, 2017 and Third loan is repayable in 4 monthly installments ranging between Rs.20 Crores and Rs. 25 Crores beginning from October 31, 2017 to January 31, ii. The Company has taken two foreign currency te~ loans duly approved by the Reserve Bank of India (RBI) under the route of External Commercial Borrowings (ECB). These term loans carries interest rate of 6 Months' LIB OR+ 3.5% bps p.a. (LIBOR 1.42% as on March 31, 20 17). The same is repayable in 25 equal instalments upon delivery oflast 25 Aircraft out of first order of 72 Neo Aircraft 8

85 As At March31,2017 (Amount in Rs. Crore) As At March 31, OTHER LONG TERM LIABILITIES Deposit from Agents and Others Total LONG-TERiVI PROVISIONS As At March 31, 2017 As At March 31, 2016 Provision for employee benefits: For Gratuity [Refer note 25(ii)) For Unavailed Leave Total SHORT TERM BORROWINGS As At March 31,2017 As At March 31, 2016 (a) Secured Working Capital Loans from banks repayable on demand (b) Unsecured Inter Corporate Deposits Total i. Nature of Security for secured borrowings: (a) (b) (c) (d) Working Capital1oan ofrs crore carries interest rate ofmclr+l.60% p.a. and is secured as stated in Note 4A(i). Working Capital loan ofrs crore carries interest rate ofbr+l.25% p.a. and is secured as stated in Note 4A(i). Working Capital1oan of Rs crore carries interest rate of BR+3.75% p.a. This loan is secured by way of a second pari passu charge on fixed assets and current assets both present and future and collateral security by a pledge of shares of three listed group companies held by companies in the same group. Inter Corporate Deposits are at interest rates ranging between 11.50% p.a. and 13.00% p.a. These Inter Corporate Deposits are repayable on demand. 9

86 ,' 8. TRADEPAYABLES Trade Payables (i) Towards micro & small enterprises (ii) Others Total As At March31,2017 (Amount in Rs. Crore) As At March 31, Notes: (i) Micro and small enterprises as defined under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) have been identified by the Company on the basis of the information available with the Company and the auditors have relied on the same. Sundry creditors include total outstanding dues of micro enterprises and small enterprises amounting tors. Nil (Previous Year: Rs.Nil). The disclosures pursuant to MSMED Act based on the books of account are as under: Particulars As At As At March 31,2017 March 31, 2016 Dues remaining unpaid Nil Nil Principal Nil Nil Interest Nil Nil Interest paid in terms of Section 16 ofmsmed Act Nil Nil Amount of payments made to supplier beyond the appointed day Nil Nil Amount of interest due and payable for the period of delay on payments made beyond the Nil Nil appointed day during the year without adding interest specified under MSMED Act. Amount of interest accrued and remaining unpaid Nil Nil Amount of further interest remaining due and payable in succeeding years for the purpose of Nil Nil disallowance under section 23 of the Act. (ii) There are no amounts due and outstanding to be credited to Investors Education and Protection Fund. (iii) Trade Payables includes amounts dues to Related Parties: Bombay Dyeing Manufacturing Co. Ltd. - Rs Crs /-and Go Training Pvt. Ltd.- Rs. 45,892/-. 9. As At March 31, 2017 OTHER CURRENT LIABILITIES Current maturities of long-term debt (Refer note no. 4) Interest accrued but not due on borrowings 9.24 Unearned Revenue Advance from agents Statutory Liabilities Others liabilities [Refer Note] Total Liabilities Note : Other Liabilities includes liabilities towards employee payables and other expenses. As At March 31, , SHORT TERl\1 PROVISIONS Provision for employee benefits: Provision for Gratuity (Refer note 25 (ii)) Provision for Unavailed Leave As At March 31, As At March 31,

87 11. FIXED ASSETS (Amount in Rs. Crore) Gross block Depreciation I Amortization Net book value As at Additions Deletions/ As at As at For the Deletions I As at As at As at Particulars (Adjustment) period (Adjustment ) Tangible assets Leasehold Improvements Rotables Ground Handling &Other Equipments Furniture and Fixtures Office Equipment Computer Equipments Ground Support and Other Vehicles Sub total Intangible assets Computer Software Total Previous Year Capital Work in Progress I Advances , , *The values is less than Rs Crores ~ 11

88 12. NON-CURRENT INVESTMENT Quoted Non Trade Investments (at cost) Investment in equity shares: 1,000 Equity Shares of Rs. 2/- each of The Bombay Dyeing and Manufacturing Company Total Aggregate market value of the quoted investment as on year end date As At March31, (Amount in Rs. Crore) As At March 31, DEFERRED TAX ASSETS (NET) As At March 31,2017 As At March 31, 2016 Deferred Tax Liabilities Depreciation (4.23) (3. 72) Deferred Tax Assets Unabsorbed Depreciation Unabsorbed Business Losses Others Total Note: Deferred Tax amounting tors Crore has been recognized on the Carry Forward Losses of the Company. Deferred Tax Asset has been recognized on Carry Forward Losses based on the Projected Business Plan supported by convincing evidence of improvement in performance. Based on the Projected Business Plan and current performance trend, the Management is of the opinion that there is a virtual certainty of future taxable income which will be available to realize the deferred tax asset. As At March 31, 2017 As At March 31, LONG TERM LOANS AND ADVANCES Debts outstanding for a period exceeding six months from the due date Considered Doubtful Less: Provision for doubtful debts Advances recoverable in cash or in kind or for value to be received Advance considered doubtful Less: Provision for doubtful advances (2.43) (1.90) (0.61) (0.03) Contributions Receivable from Lessors Deposits Margin deposit on lien with banks Manufacturers Credit Receivable Capital Advances Advance Tax (Net of provision for tax including MAT Credit Entitlement Rs crore, Previous Year Rs crore)

89 INVENTORIES (Amount in Rs. Crore) As At As At March 31,2017 March31, 2016 Fuel Consumables, Stores and Spares Loose Tools Less:- Provision for Obsolescence on loose tools (0.90) (0.47) ll.l Stock in trade- Land Total TRADE As At As At March 31,2017 March 31, 2016 RECEIVABLE (Unsecured and considered good) Debts outstanding for a period exceeding six month! Other Debts Total CASH AND BANK BALANCES (a) Cash and Cash equivalents (i) Cash on hand (ii) Balances with Banks (iii) Fixed Deposits with maturing less than 3 months As At As At March 31,2017 March 31, (b) Fixed Deposits with maturity 3 to 12 months Total Fixed deposits includes: Pledged with Government Authorities I Courts SHORT-TERM LOANS AND ADVANCES (Unsecured and considered good) Advances recoverable in cash or in kind or for value to be received Contributions Receivable from Lessors Manufacturers Credit Receivable Advance to Creditors Recoverable towards Buyers Furnished Equipments (BFE) Balance with Government Authorities Total As At March31, L68 As At March 31, (Advances recoverable in cash or in kind or for value to be received includes receivable from Related Parties: (a) Go Cargo Pvt. Ltd. - Rs. 2,600/-, Go Engineering Pvt. Ltd. - Rs. 2,610/-, Go Holdings Pvt. Ltd. - Rs. 2,600/-, Boyztoz Trading Co. Pvt. Ltd. - Rs. 410/-, Integrated Clinical Research Science Pvt. Ltd. - Rs. 3,940/-, Paradiso Entertainment Pvt. Ltd. - Rs. 410/-, C Enfants Retail Pvt. Ltd. (Earlier Known as Trieste Trading Pvt. Ltd.)- Rs. 610/- and Virtual Education Network Pvt. Ltd.- Rs. 10,410/-. 13

90 \., ~ 19. OTHER CURRENT ASSETS Interest accrued Unbilled Revenue Total As At March31, (Amount in Rs. Crore) As At March 31, CONTINGENT LIABILITIES Claims against the Company not acknowledged as debts to the extent ascertainable and quantifiable: a. Claims against the Company not acknowledged as debts Rs Crore. (Previous year Rs Crore) b. Bank Guarantee Outstanding Rs Crore. (Previous year Rs Crore.) c. Letter of Credit Outstanding Rs Crore. (Previous year Rs Crore.) d. [ncome Tax I Service Tax demands in dispute and pending at various stages of appeal: Rs crs (Previous Year Rs Crore) e. The Company had filed an application under section 10( 15A) of the Income Tax Act, 1961 with the Central Board of Direct Taxes (CBDT) seeking exemption from deduction of tax. As CBDT had rejected the application, a writ petition had been filed in the High Court at Delhi. The Honourable High Court has dismissed the petition vide order dated July I 0, The Company has filed an Special Leave Petition before the Honorable Supreme Court on July 10, The Company has not received any demand and hence the amount is currently not ascertainable. 21. CONTRACTUAL COMMITMENTS Capital commitments The Company has entered into agreement for purchase of One hundred forty four A320 NEO aircraft, of which five have been delivered during the year. The Company had a commitment to pay USD 200 Million. under the agreement which has already been paid. Further, the Company is committed towards any other obligation arising subsequently on account of the aircraft ordered. 14

91 ,' (Amount in Rs. Crore) For the Year Ended For the Year Ended March 31,2017 March 31, REVENUE FROM OPERATIONS a. Sale of services Passenger Revenue Less: Service Tax Cargo Revenue Less: Service Tax Less: Incentives, Commission and Discount b. Other Operating Income Cancellation Charges Commission Income from Other Services Provisions no longer required I Sundry Balances Written Back Collection Charges earned from Airport Authorities Total 23. OTHER INCOME Interest on Bank Deposit Interest on Income Tax Refund Dividend Income Gain I (Loss) on sale and lease back Net Foreign Exchange Gain I (Loss) Miscellaneous Income Profit On sale of Fixed Assets Total Dividend income: Rs , (Previous Year Rs ) 24. AIRCRAFT AND AIRPORT RELATED EXPENSES Aircraft Fuel Expenses Aircraft Lease Rentals Aircraft Repairs and Maintenance Landing, Parking, Route Navigation and Other Airport Charges Aircraft Insurance Loss on assets scrapped Other Direct Expenses Total 25. EMPLOYEE BENEFITS EXPENSE Salaries, wages and bonus Contribution to Provident Fund and Other Funds Staff Welfare Total 3, , , , , , , , (17.27) , , , ,48 15

92 Details of Employee Benefits: i. Defined Contribution Plans: An amount ofrs Crore (Previous year: Rs Crore) contributed by the Company to the Employees' Provident Fund is recognized as an expense and included under Employee Benefit Expense (Schedule 25) in the Statement of Profit and Loss. ii. Defined Benefit Plans: The Company pays Gratuity under an unfunded defined benefit plan for eligible employees. Gratuity is payable to all eligible employees on superannuation, death or on separation/termination in terms of the provisions of the payment of Gratuity Act. The following tables summarize the components of net benefit expense recognized in the statement of profit and loss and the amounts recognized in the balance sheet. a. Statement of Profit and Loss Net Gratuity expenses recognized in Personnel Expenses Particulars For the year ended For the year ended March 31, 2017 March J 1, 2016 Current service cost Interest cost on benefit obligation Expected return on plan assets Net actuarial( gain) I loss recognized in the year Past service cost Net benefit expense b. Balance sheet Details of provision for Gratuity Particulars As at As at March 31,2017 March 31, 2016 Defined benefit obi igation (8.29) (603 Fair value of plan assets (8.29) (603 Less: Unrecognized past service cost Plan asset I (liability) (8.29) (6.03) c. Changes in the present value of the Gratuity obligation are as follows: As at As at Particulars March 31, 2017 MarchJ1, 2016 Opening defined benefit obligation Transfer in I (out) obligation - Interest cost Current service cost Benefits paid (0. 73) (0.63 Actuarial (gains) I losses on obligation Closing defined benefit obligation d. The principal assumptions used in determining gratuity and Leave encashment obligations for the Company's plans are shown below: For the year ended For the year ended Particulars March 31, 2017 (%) March 31,2016 (%) Discount rate Increase in Compensation cost

93 I,. (Amount in Rs. Crore) For the Year Ended For the Year Ended March 31, 2017 March 31, ADMINISTRATIVE AND OTI-IER OPERATING EXPENSES Rent Repairs and Maintenance - Oftice & Airport Premises -Others Insurance Rates and Taxes Legal and Professional Fees (Refer Note 30) Travelling and Conveyance Call Centre Charges Communication Costs Software and Networking Expenses Payment Gateway and Other Bank Charges Advertising and Sales Promotion Printing and Stationery Miscellaneous expenses Loss on sale of Asstes Bad Debts Written Off Provision for doubtful debts I advances CSR Expenditure (Refer Note 31) Total *Loss on sale of Assets -March 31,2016: Rs. 32,797/ * 0.40 (0.24) FINANCIAL EXPENSES Interest Expense Less: Interest Capitalised Other Borrowing Cost Total EXCEPTIONAL ITEMS Loyalty Bonus FIA Credit from Engine manufactuer Compensation Credit (Refer note) Note : The Company is entitled to receive compensation towards delay in delivery of Aircraft engine from the engine manufacture. 29. EARNINGS PER SHARE (a) Profit after Taxes attributable to Equity (b) Weighted average number of shares (c) Basic and Diluted Earnings per Share (alb) ,45,20, ,00,00, AUDITORS' REMUNERATION (included in Legal & Professional fees- Note 26) (a) Audit fees (b) Tax audit fees (c) Other services (d) Reimbursement of expenses (d) Certification Total * Reimbursement of expense - Rs. 9,156/- (March 31, 2016: Rs. 17,719/-) * * CSR EXPENDITURE (a) Gross amount required to be spent by the company during the year: Rs Crore (Previous Year- Rs Crores) (b) Amount spent during the year on Particulars In cash Yet to be paid in cash (i) Construction/acquisition of any asset - - (ii) On purposes other than (i) above Total

94 JRMING PART OF THE ACCOUNTS 32 RELATED PARTY DISCLOSURES: A. Names or related parties and nature or relationship a. Holding company 1. Go Investments & Trading Private Limited b. Key Management Personnel 1. Mr. Jeh Wadia, Managing Director Persons related to Key ivlanagement Personnel a) Mr. Nusli Wadia b) Mr. Ness Wadia ii. Wolfgang Prock-Schauer, MD & Chief Executive Officer 111. Krishnan Balakrishnan, Chief Financial Officer 1v. Nikhil Rathod, Company Secretary. c. Entities over which key management personnel and their relatives exercise significant influence i. Go Holdings Pvt. Ltd. ii. Go Engineering Pvt. Ltd Go Training Pvt. Ltd. IV. Go Cargo Pvt. Ltd. v. Go Airways Pvt. Ltd. vi. Virtual Education Network Pvt. Ltd. vii. Integrated Clinical Research Sciences Pvt. Ltd. viii. Boyztoyz Trading Company Pvt. Ltd. IX. Paradiso Entertainment Pvt. Ltd. x. C Enfants Retail Pvt. Ltd. (Earlier Known as Trieste Trading Pvt. Ltd.) xi. The Bombay Dyeing and Manufacturing Company Limited xii Bombay Burmah Trading Corporation Limited xiii Sahara Investments Pvt Ltd xiv Heera Holdings & Leasing Pvt Ltd xv Nidhivan Investments Pvt Ltd xvi. Sun Flower Investments and Textile Pvt Ltd xvii Bai Jerbai Wadia Hospital for Children xviii Britannia Industries Limited xix Nowrosjee Wadia Maternity Hospital xx Archway Investment Company Limited B. Related party transactions Nature of Transactions Holding Company 31-Mar Mar-16 Business Promotion Expense Lease Rental including Maintenance Reimbursement of Expenses Right Issue of shares Loan Taken during the year Loan (Repid) during the year - Interest paid on Loan 0.08 Directors Sitting Fees CSR Expenditure Employee Benefits Expense Entities over which key management personnel and their relatives exercise significant influence For the Year Ended 31-Mar Mar (64.03) (37.15) (Amount in Rs Crore) Key Management Personnel & their relatives 31-Mar Mar (50.00) Outstanding Balances * The values IS less than Rs. 0.0 I Crores

95 C. Significant Related Party Transactions (Amount in Rs Crore) Nature of Transactions The Bombav Dveing and Manufacturing ComJ!anv Limited Holding Company Entities over which key management personnel and their Key Management Personnel relatives exercise significant & their relatives in tl uence For the Year 31-Mar Mar Mar Mar Mar Mar-16 Business promotion expense Lease rental expense including maintenance Reimbursement of expense Outstanding balance Bombav Burmah Trading CorJ!Oration Limited Interest paid on Inter Corporate Loan Loan Outstanding Sahara Investments Pvt Ltd Right Issue of shares 0.50 Interest paid on Inter Corporate Loan Inter Corporate Loan (Repaid) (950) - Loan Outstanding Heera Holdinas & Leasina Pvt Ltd Right Issue of shares 0.50 Interest paid on Inter Corporate Loan Inter Corporate Loan (Repaid) (11.50) - Loan Outstanding Nidhivan Investments Pvt Ltd Right Issue of shares 0.50 Interest paid on Inter Corporate Loan Inter Corporate Loan (Repaid) (12.00) - Loan Outstanding Sun Flower Investments and Textile Pvt Ltd Interest paid on Inter Corporate Loan Inter Corporate Loan (Repaid) (7.18) - Loan Outstanding Archwav Investment Companv Limited Interest paid on Inter Corporate Loan Inter Corporate Loan Taken Inter Corporate Loan (Repaid) (23.85) (37.15) Loan Outstanding Go Investments and Trading Private Limited (Holding ComJ!anv} Right Issue of shares 2.39 Inter Corporate Loan Taken Interest paid on Inter Corporate Loan 0.08 Outstanding Balance Mr. Nusli Wadia Right Issue of shares Loan Taken from Chairman Loan (Repaid) to Chairman (50.00) Interest paid on Loan from Chari man 0.60 Directors Sitting Fees Outstanding Balance -* - Mr. Ness Wadia Right Issue of shares 0.36 Directors Sitting Fees Outstanding Balance

96 ... ( {' I, Nature of Transactions Holding Company (Amount in Rs Crorc) Entities over which key management personnel and their Key Management Personnel relatives exercise signiticant & their relatives influence For the Year 31-Mar Mar Mar Mar Mar Mar-16 i\i{r_ Jeh Wadia Right Issue of shares 0.36 Bai Jerbai Wadia Hos(!ital for Children CSR Expenditure Outstanding Balance - - Nowros'ee Wadia Maternitv Hosoital CSR Expenditure 1.66 Outstanding Balance - Wolfgang Prock-Schauer Employee Benefits Expense Outstanding Balance - - Siddhartha Datta Employee Benefits Expense Outstanding Balance - - Krishnan Balakrishnan Employee Benefits Expense Outstanding Balance - - Nikhil Rathod Employee Benefits Expense Outstanding Balance - - The values is less than Rs. 0.0 I Crores 33 DEMERGER OF UNDERTAKING UNDER COMPOSITE SCHEME OF ARRANGEMENT A Composite scheme including demerger of the Undertaking which is engaged in the business of real estate development of Go Airlines (India) Limited ("Transferor Company") into Wadia Reality Private Limited ('Transferee Company") is filed with NCLT, Delhi Bench on March 27, 2017 and the certified copy of the order of the Court sanctioning the scheme is awaited. Once the scheme is approved all identified assets and liabilities of the Transferor Company pertaining to the Demerged Undertaking,, including it's liabilities, employees and contingent liabilities will be transferred from the Appointed Date i.e. February I, The book value of assets of the Demerged Undertaking shall be deducted, on line by line basis, from the book value of assets of the Transferor Company, and book value of liabilities of Demerged Undertaking shall be deducted, on line by line basis, from the book value of liabilities of the Company. The balance carried in the Revaluation Reserve shall stand cancelled. The net impact, of the above, ofrs.7.78 Crores shall be adjusted against retained earnings. 34 DISCLOSURE IN RESPECT OF LEASES: Operating Lease a. Office and Residential Premises: Office and Residential premises are obtained on operating lease. The lease rent payable is fixed and the lease term ranges up to 60 months. The lease agreements are generally cancellable and are renewable on mutual understanding. The lease rents paid and debited is Rs crore (previous year- Rs crore). b. Aircraft Aircraft are obtained on operating lease. The lease rent is comprised of both fixed and variable components. The lease term ranges up to 6-12 years and is renewable on mutual understanding. There are no restrictions imposed by lease arrangements except penal charges on delayed payments and repossession of aircraft by the lessor with right to damages in case of default. The disclousre furnished below is is repect of fixed lease rental only as the supplementary lease is based on acutal usage, hours and cycle. The future minimum lease payments in respect of non-cancellable period as at March 31, 2017 are as follows: 20

97 (, 1', (Amount in Rs Crore) Operating Lease Particulars March 31, March 31, Lease payments recognized for the year Minimum Lease Payments: Not later than one year Later than one year but not later than five years 1, , Later than five years VALUE OF CONSUMABLES, STORES AND SPARES PARTS CONSUMED: (Amount in Rs Crore) Particulars 31-Mar Mar Mar Mar-16 Imported 65.34% 29.30% Indigenous 34.66% 70.70% Total %!00.00% DISCLOSURE FOR FOREIGN CURRENCY TRANSACTIONS: a. The foreign currency exposures that have not been hedged by any derivative instrument or otherwise are: (Amount in Crore) Particulars For the year ended For the year ended March 31,2017 March 31,2016 Foreign INR Foreign INR Currency equivalent Currency equivalent Assets USD EURO (0.01) (0.36) - - Liabilities Foreign INR Foreign INR Currency equivalent Currency equivalent USD , , EURO !.29 GBP (*- GBP 231/- INR 18,683/-, P.Y. *- GBP ,219/-) The value IS less than Rs. 0.0 l Crores b. Th e D ore1gn currency exposures t h at h ave b een h edged by denvat1ve mstruments are as follows: Particulars For the year ended For the year ended March 31,2017 March 31, 2016 Current Liabilities Foreign 1NR Foreign INR Currency equivalent Currency equivalent USD Nil Nil Nil Nil 37 EARNINGS IN FOREIGN EXCHANGE ' (Amount in Rs Crore) Particulars 31-Mar Mar-16 a. Aircraft related credits received from manufacturers b. Passenger Revenue EXPENDITURE IN FOREIGN EXCHANGE (Amount in Rs Crore) Particulars 31-Mar Mar-16 a. Travelling 5.20!.60 b. Professional & Consultancy Fee 3.15!.II" c. Aircraft Lease Rent (net) d. Aircraft Repairs & Maintenance e. Subscription Charges and other expenses f. Interest g. Bank Confirmation Charges h. IT Related Expenses i. Salary Expenses