FORM NO.

MGT-7
[Pursuant to sub-Section(1) of section 92 of
Annual Return
the Companies Act, 2013 and sub-rule (1) of (other than OPCs and Small
rule 11of the Companies (Management and Companies)
Administration) Rules, 2014]

Form language English Hindi

Refer the instruction kit for filing the form.

I. REGISTRATION AND OTHER DETAILS

(i) * Corporate Identification Number (CIN) of the company Pre-fill

Global Location Number (GLN) of the company

* Permanent Account Number (PAN) of the company

(ii) (a) Name of the company

(b) Registered office address

(c) *e-mail ID of the company

(d) *Telephone number with STD code

(e) Website

(iii) Date of Incorporation

(iv) Type of the Company Category of the Company Sub-category of the Company

(v) Whether company is having share capital Yes No

(vi) *Whether shares listed on recognized Stock Exchange(s) Yes No

(b) CIN of the Registrar and Transfer Agent Pre-fill

Name of the Registrar and Transfer Agent

Page 1 of 14
 Registered office address of the Registrar and Transfer Agents

(vii) *Financial year From date 01/04/2023 (DD/MM/YYYY) To date 31/03/2024 (DD/MM/YYYY)

(viii) *Whether Annual general meeting (AGM) held Yes No

(a) If yes, date of AGM

(b) Due date of AGM 30/09/2024

(c) Whether any extension for AGM granted Yes No
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

*Number of business activities 1

S.No Main Description of Main Activity group Business Description of Business Activity % of turnover
Activity Activity of the
group code Code company

H H4

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

(INCLUDING JOINT VENTURES)

*No. of Companies for which information is to be given 5 Pre-fill All

S.No Name of the company CIN / FCRN Holding/ Subsidiary/Associate/ % of shares held
Joint Venture

IV. SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES OF THE COMPANY

Page 2 of 14
(i) *SHARE CAPITAL
(a) Equity share capital

Particulars Authorised Issued Subscribed

capital capital Paid up capital
capital
Total number of equity shares
36,000,000,000 35,360,220,000 35,360,220,000 35,360,220,000

Total amount of equity shares (in

360,000,000,000 353,602,200,000 353,602,200,000 353,602,200,000
Rupees)

Number of classes 1

Class of Shares Issued

Authorised capital Subscribed
Paid up capital
EQUITY capital capital
Number of equity shares
36,000,000,000 35,360,220,000 35,360,220,000 35,360,220,000
Nominal value per share (in rupees)
10 10 10 10
Total amount of equity shares (in rupees)
360,000,000,000 353,602,200,000 353,602,200,000 353,602,200,000

(b) Preference share capital

Particulars Authorised Issued Subscribed
capital capital Paid-up capital
capital
Total number of preference shares
19,000,000,000 8,800,000,000 8,800,000,000 8,800,000,000

Total amount of preference shares

190,000,000,000 88,000,000,000 88,000,000,000 88,000,000,000
(in rupees)

Number of classes 1

Class of shares Issued

Authorised capital Subscribed
Paid up capital
PREFERENCE capital capital
Number of preference shares
19,000,000,000 8,800,000,000 8,800,000,000 8,800,000,000
Nominal value per share (in rupees)
10 10 10 10
Total amount of preference shares (in rupees)
190,000,000,000 88,000,000,000 88,000,000,000 88,000,000,000

(c) Unclassified share capital

Particulars Authorised Capital
Total amount of unclassified shares

(d) Break-up of paid-up share capital

Total Total Total
Class of shares Number of shares nominal Paid-up premium
amount amount

Equity shares Physical DEMAT Total

At the beginning of the year

0 35,360,220,035360220000353,602,200353,602,20

Page 3 of 14
Increase during the year 0 0 0 0 0 0

i. Pubic Issues
0 0 0 0 0 0

ii. Rights issue

0 0 0 0 0 0

iii. Bonus issue

0 0 0 0 0 0

iv. Private Placement/ Preferential allotment

0 0 0 0 0 0

v. ESOPs
0 0 0 0 0 0

vi. Sweat equity shares allotted

0 0 0 0 0 0

vii. Conversion of Preference share 0 0 0 0 0 0

viii. Conversion of Debentures
0 0 0 0 0 0

ix. GDRs/ADRs
0 0 0 0 0 0

x. Others, specify

Decrease during the year

0 0 0 0 0 0
i. Buy-back of shares
0 0 0 0 0 0

ii. Shares forfeited

0 0 0 0 0 0

iii. Reduction of share capital

0 0 0 0 0 0

iv. Others, specify

At the end of the year

0 35,360,220,035360220000353,602,200353,602,20

Preference shares
At the beginning of the year
0 5,000,000,005000000000 50,000,000, 50,000,000

Increase during the year

0 3,800,000,003800000000 38,000,000, 38,000,0000

i. Issues of shares
0 3,800,000,003800000000 38,000,000,38,000,000 0

ii. Re-issue of forfeited shares

0 0 0 0 0 0

iii. Others, specify

Decrease during the year 0 0 0 0 0 0

i. Redemption of shares
0 0 0 0 0 0

Page 4 of 14
 ii. Shares forfeited
0 0 0 0 0 0
iii. Reduction of share capital
0 0 0 0 0 0

iv. Others, specify

At the end of the year

0 8,800,000,008800000000 88,000,000, 88,000,000

ISIN of the equity shares of the company

(ii) Details of stock split/consolidation during the year (for each class of shares) 0

Class of shares (i) (ii) (iii)

Number of shares
Before split /
Consolidation Face value per share

Number of shares
After split /
Consolidation Face value per share

(iii) Details of shares/Debentures Transfers since closure date of last financial year (or in the case
of the first return at any time since the incorporation of the company) *
Nil
[Details being provided in a CD/Digital Media] Yes No Not Applicable

Separate sheet attached for details of transfers Yes No

Note: In case list of transfer exceeds 10, option for submission as a separate sheet attachment or submission in a CD/Digital
Media may be shown.

Date of the previous annual general meeting

Date of registration of transfer (Date Month Year)

Type of transfer 1 - Equity, 2- Preference Shares,3 - Debentures, 4 - Stock

Number of Shares/ Debentures/ Amount per Share/

Units Transferred Debenture/Unit (in Rs.)

Page 5 of 14
 Ledger Folio of Transferor

Transferor's Name

Ledger Folio of Transferee

Transferee's Name

Date of registration of transfer (Date Month Year)

Type of transfer 1 - Equity, 2- Preference Shares,3 - Debentures, 4 - Stock

Number of Shares/ Debentures/ Amount per Share/

Units Transferred Debenture/Unit (in Rs.)

Ledger Folio of Transferor

Transferor's Name

Ledger Folio of Transferee

Transferee's Name

(iv) *Debentures (Outstanding as at the end of financial year)

Particulars Number of units Nominal value per Total value

unit
Non-convertible debentures

Partly convertible debentures

Fully convertible debentures

Page 6 of 14
Particulars Number of units Nominal value per Total value
unit
Total

Details of debentures
Class of debentures Outstanding as at Increase during the Decrease during the Outstanding as at
the beginning of the year year the end of the year
year
Non-convertible debentures

Partly convertible debentures

Fully convertible debentures

0

(v) Securities (other than shares and debentures) 0

Type of Number of Nominal Value of Total Nominal Paid up Value of Total Paid up Value
Securities Securities each Unit Value each Unit

Total

V. *Turnover and net worth of the company (as defined in the Companies Act, 2013)

(i) Turnover 388,124,770,000

(ii) Net worth of the Company 114,253,610,000

VI. (a) *SHARE HOLDING PATTERN - Promoters

S. No. Category Equity Preference

Number of shares Percentage Number of shares Percentage

1. Individual/Hindu Undivided Family

(i) Indian 0 0
(ii) Non-resident Indian (NRI)
0 0

(iii) Foreign national (other than NRI) 0 0

Government

(i) Central Government

(ii) State Government

(iii) Government companies

Page 7 of 14
 Insurance companies

Banks

Financial institutions
0 0

Foreign institutional investors

0 0
Mutual funds

Venture capital

Body corporate
(not mentioned above)

Total

Total number of shareholders (promoters) 8

(b) *SHARE HOLDING PATTERN - Public/Other than promoters

S. No. Category Equity Preference

Number of shares Percentage Number of shares Percentage

1. Individual/Hindu Undivided Family

(i) Indian
0 0
(ii) Non-resident Indian (NRI)
0 0

(iii) Foreign national (other than NRI)

0 0

Government

(i) Central Government

(ii) State Government

(iii) Government companies

Insurance companies

Banks

Financial institutions
0 0

Foreign institutional investors

0 0

Mutual funds

Page 8 of 14
 Venture capital

Body corporate
(not mentioned above)

Total

Total number of shareholders (other than promoters)

1

Total number of shareholders (Promoters+Public/

Other than promoters) 9

VII. *NUMBER OF PROMOTERS, MEMBERS, DEBENTURE HOLDERS

(Details, Promoters, Members (other than promoters), Debenture holders)
Details
At the beginning of the year At the end of the year

Promoters
8 8

Members
1 1
(other than promoters)
Debenture holders
0 0

VIII. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) *Composition of Board of Directors

Category Number of directors at the Number of directors at the end Percentage of shares held by
beginning of the year of the year directors as at the end of year

Executive Non-executive Executive Non-executive Executive Non-executive

A. Promoter
0 0 0 0 0 0
B. Non-Promoter
1 4 1 4 0 0
(i) Non-Independent
1 1 1 1 0 0

(ii) Independent
0 3 0 3 0 0

C. Nominee Directors
representing 0 0 0 0 0 0

(i) Banks & FIs

0 0 0 0 0 0
(ii) Investing institutions
0 0 0 0 0 0
(iii) Government
0 0 0 0 0 0
(iv) Small share holders
0 0 0 0 0 0

Page 9 of 14
 (v) Others
0 0 0 0 0 0
Total
1 4 1 4 0 0

Number of Directors and Key managerial personnel (who is not director) as on the financial year end date 8

(B) (i) *Details of directors and Key managerial personnel as on the closure of financial year

Name DIN/PAN Designation Number of equity Date of cessation

(after closure of financial
share(s) held
year : If any)

CHANDRASEKARAN N 00121863 Director 0

CAMPBELL DAVID MC 09612044 Managing Director 0

SANJIV SOSHIL MEHT 06699923 Director 0

ALICE GEEVARGHES 07394437 Director 0

PRATHIVADIBHAYAN 01915274 Director 0

CAMPBELL DAVID MC AIOPW6706F CEO 0

VINOD SHANKAR HEJ AAAPH9568G CFO 0 10/06/2024

KALPANA RAO AAEPR0042B Company Secretar 0

(ii) Particulars of change in director(s) and Key managerial personnel during the year 0
Name DIN/PAN Designation at the Nature of change
Date of appointment/ change in
beginning / during the (Appointment/ Change in
designation/ cessation
financial year designation/ Cessation)

IX. MEETINGS OF MEMBERS/CLASS OF MEMBERS/BOARD/COMMITTEES OF THE BOARD OF

DIRECTORS

A. MEMBERS/CLASS /REQUISITIONED/NCLT/COURT CONVENED MEETINGS

Number of meetings held 3

Total Number of Attendance

Type of meeting Date of meeting Members entitled to
attend meeting
Number of members % of total
attended shareholding

ANNUAL GENERAL MEETI 11/08/2023 8 8 100

NCLT CONVENED MEETIN 23/09/2023 1,808 73 99.99

EXTRA-ORDINARY GENER 23/03/2024 8 6 75

Page 10 of 14
B. BOARD MEETINGS

*Number of meetings held 7

Total Number of directors Attendance

S. No. Date of meeting associated as on the date
of meeting
Number of directors
attended % of attendance

1 22/05/2023 5 4 80

2 28/06/2023 5 5 100

3 11/08/2023 5 5 100

4 21/09/2023 5 5 100

5 09/11/2023 5 5 100

6 25/01/2024 5 5 100

7 23/03/2024 5 5 100

C. COMMITTEE MEETINGS

Number of meetings held 7

Attendance
Type of Total Number
S. No.
meeting of Members as
Date of meeting
on the date of Number of members
the meeting attended % of attendance

1 AUDIT COMM 17/05/2023 3 3 100

2 AUDIT COMM 10/08/2023 3 3 100

3 AUDIT COMM 08/11/2023 3 3 100

4 AUDIT COMM 20/01/2024 3 3 100

5 AUDIT COMM 13/03/2024 3 3 100

6 NOMINATION 22/05/2023 3 3 100

7 NOMINATION 22/03/2024 3 3 100

D. *ATTENDANCE OF DIRECTORS

Board Meetings Committee Meetings Whether

attended AGM
Number of Number of held on
S. Name
No. of the director Meetings which Number of % of
Meetings which Number of
% of
director was Meetings director was Meetings
attendance attendance
entitled to attended entitled to attended
attend attend
(Y/N/NA)

Page 11 of 14
 1 CHANDRASE 7 7 100 2 2 100

2 CAMPBELL D 7 7 100 0 0 0

3 SANJIV SOSH 7 6 85.71 5 5 100

4 ALICE GEEVA 7 7 100 7 7 100

5 PRATHIVADIB 7 7 100 7 7 100

X. *REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Nil

Number of Managing Director, Whole-time Directors and/or Manager whose remuneration details to be entered
1

S. No. Name Designation Gross Salary Commission Stock Option/ Others Total
Sweat equity Amount

1 CAMPBELL DAVID CHIEF EXECUT 189,827,868 0 0 0 189,827,868

Total 189,827,868 0 0 0 189,827,868

Number of CEO, CFO and Company secretary whose remuneration details to be entered 2

S. No. Name Designation Gross Salary Commission Stock Option/ Others Total
Sweat equity Amount

1 VINOD SHANKER HCHIEF FINANCI 17,116,680 0 0 0 17,116,680

2 KALPANA RAO COMPANY SEC 5,541,120 0 0 0 5,541,120

Total 22,657,800 0 0 0 22,657,800

Number of other directors whose remuneration details to be entered 3

S. No. Name Designation Gross Salary Commission Stock Option/ Others Total
Sweat equity Amount

1 SANJIV SOSHIL MEINDEPENDENT 0 7,000,000 0 330,000 7,330,000

2 ALICE GEEVARGH INDEPENDENT 0 7,000,000 0 420,000 7,420,000

3 PRATHIVADIBHAY INDEPENDENT 0 7,000,000 0 420,000 7,420,000

Total 0 21,000,000 0 1,170,000 22,170,000

Page 12 of 14
XI. MATTERS RELATED TO CERTIFICATION OF COMPLIANCES AND DISCLOSURES

* A. Whether the company has made compliances and disclosures in respect of applicable Yes No
provisions of the Companies Act, 2013 during the year

B. If No, give reasons/observations

XII. PENALTY AND PUNISHMENT - DETAILS THEREOF

(A) DETAILS OF PENALTIES / PUNISHMENT IMPOSED ON COMPANY/DIRECTORS /OFFICERS Nil

Name of the court/ Name of the Act and

Details of penalty/ Details of appeal (if any)
Name of the concerned Date of Order section under which
punishment including present status
company/ directors/ Authority penalised / punished
officers

(B) DETAILS OF COMPOUNDING OF OFFENCES Nil

Name of the court/

Name of the concerned Date of Order Name of the Act and
Particulars of Amount of compounding (in
company/ directors/ Authority section under which
offence Rupees)
officers offence committed

XIII. Whether complete list of shareholders, debenture holders has been enclosed as an attachment

Yes No

XIV. COMPLIANCE OF SUB-SECTION (2) OF SECTION 92, IN CASE OF LISTED COMPANIES

In case of a listed company or a company having paid up share capital of Ten Crore rupees or more or turnover of Fifty Crore rupees or
more, details of company secretary in whole time practice certifying the annual return in Form MGT-8.

Name VIJAY SONONE, COMPANY SECRETARY IN PRACTICE

Whether associate or fellow Associate Fellow

Certificate of practice number 7991

I/We certify that:

(a) The return states the facts, as they stood on the date of the closure of the financial year aforesaid correctly and adequately.
(b) Unless otherwise expressly stated to the contrary elsewhere in this Return, the Company has complied with all the provisions of the
Act during the financial year.

Page 13 of 14
 Declaration

I am Authorised by the Board of Directors of the company vide resolution no. .. 129 dated 28/07/2022
(DD/MM/YYYY) to sign this form and declare that all the requirements of the Companies Act, 2013 and the rules made thereunder
in respect of the subject matter of this form and matters incidental thereto have been compiled with. I further declare that:
1. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to
the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the company.
2. All the required attachments have been completely and legibly attached to this form.

Note: Attention is also drawn to the provisions of Section 447, section 448 and 449 of the Companies Act, 2013 which provide for
punishment for fraud, punishment for false statement and punishment for false evidence respectively.

To be digitally signed by

Director

DIN of the director 09612044

To be digitally signed by

Company Secretary
Company secretary in practice

Membership number 8194 Certificate of practice number

Attachments List of attachments

1. List of share holders, debenture holders Attach

2. Approval letter for extension of AGM; Attach

3. Copy of MGT-8; Attach

4. Optional Attachement(s), if any Attach

Remove attachment

Modify Check Form Prescrutiny Submit

This eForm has been taken on file maintained by the Registrar of Companies through electronic mode and on
the basis of statement of correctness given by the company

Page 14 of 14
 LIST OF SHAREHOLDERS AS ON 31 MARCH 2024
EQUITY SHARES

Name of Shareholder DP ID Client ID Number of Address of Shareholder

Shares Held
Talace Private Limited IN301330 40648097 34,380,263,394 Army & Navy Building,
148, M G Road, Opposite
Kala Ghoda, Fort, Mumbai
– 4000001
SBICAP Trustee IN303028 76484566 97,99,56,600 Mistry Bhawan, 4th Floor,
Company Limited 122, Dinshaw Vachha
Road, Churchgate Mumbai
- 400020
NOMINEES OF
TALACE PRIVATE
LIMITED
Mr. Eruch Kapadia IN301330 40747590 1 R-15, Cusrow Baug, 3rd
Floor, Shahid Bhagat
Singh Road, Colaba Near
Electric House Council
Hall, Mumbai - 400039
Mr. Sudhakar Shetty IN301330 40747629 1 Flat No 1203, Ozona
Tower 1, Rustomjee
Building, Off SV Road,
Behind MTNL Building,
Motilal Nagar, Goregaon
West Mumbai 400104
Ms. Prachi Raje IN301330 40747428 1 Bldg. No. 8, Rajkamal
CHS, Near Aamchi
Shala, Tilak Nagar,
Chembur, Mumbai -
400089
Mr. Nikhil Kumar IN301330 40747524 1 9/1B, Neptune
Apartment, Juhu Tara
Road, Near Sea Princess
Hotel, Juhu, Mumbai -
400049
Mr. Srikant Nair IN301330 40747774 1 Room No.1, Baittha
Bunglow, Subash Nagar,
N.M. Joshi Marg, Near
Nirmala Hospital,
Chinchpokli West,
Mumbai - 400011
Mr. Chetan Nage IN301330 40747799 1 A Wing- 501/502,
Yamuna CHSL, River
Park, Shree Vallabh
Cross Road, Ravalpada,
Dahisar (East) Mumbai -
400068
TOTAL 35,36,02,20,000

PREFERENCE SHARES

Name of Shareholder DP ID Client ID Number of Address of Shareholder

Shares Held
Tata Sons Private IN301330 40011558 880,00,00,000 Bombay House 24 Homi
Limited Mody Street Fort
Mumbai 400001

• Face Value per share – Rs. 10/-

FOR AIR INDIA LIMITED

Sd/-
Mrs. Kalpana Rao
Company Secretary
ACS 8194
 Vijay Sonone & Co.
Company Secretaries
507, Sumeru Tower, Lokdhara Phase III, Kalyan, Thane 421306
(E), Thane-401107 ; Email : [email protected]
Tel: 022-79629822; Mob: 09930021463

Form MGT-8
[Pursuant to section 92(2) of the Companies Act, 2013 and rule 11(2) of
Companies (Management and Administration) Rules, 2014]

CERTIFICATE BY A COMPANY SECRETARY IN PRACTICE

I have examined the registers, records and books and papers of AIR INDIA
LIMITED (CIN: U62200HR2007PLC111539) (‘the Company’) having its Registered

Office at Block-4, Vatika One on One, Sector 16, NH-48, Industrial Estate
Gurugram, Haryana, 122007 as required to be maintained under the Companies

Act, 2013 and the rules made there under for the financial year ended on 31 st
March, 2024. In my opinion and to the best of my information and according to

the examinations carried out by me and explanations furnished to me by the

Company, its officers and agents, I hereby certify that:

A. The annual return states the facts as at the close of the aforesaid
financial year, correctly and adequately, subject to the following

representations;
1. I have not verified the correctness and appropriateness of financial

records and the Books of Accounts of the Company. For the

financial records, I have relied on the Audited financial statements

as approved by the Board, signed by the Statutory Auditors of the

Company and adopted by the members;

2. Wherever required, I have obtained the Management

representation about the Compliance of Laws, Rules and

1
 Regulations under the Companies Act and happening of various
events etc., at the Company and relied on the same;

3. With respect to serial number XII of the form pertaining to details

of penalty and punishment imposed on company/directors /officers

and details of compounding of offences we relied on the records of

the Company and representations of the Company and its officer.

B. During the aforesaid financial year the Company has complied with
provisions of the Act and the Rules made there under in respect of:

1. Its status under the Act:

During the year under review there is no change in the status of the
Company and the Company is an Unlisted Public Company.

2. Maintenance of registers/ records and making entries therein

within the time prescribed there for:
The Company has kept and maintained all registers as per the
provisions of the Act and the Rules made there-under and all entries
therein have been duly recorded.

3. Filing of forms and returns as stated in the annual return, with

the Registrar of Companies, Regional Director, Central
Government, the Tribunal, Court or other authorities within /
beyond the prescribed time:
The Company has filed the forms and returns with the Registrar of
Companies, Delhi & Haryana through the portal provided by the
Ministry of Corporate Affairs, www.mca.gov.in within the
prescribed/stipulated time and the rules made there under.
However, the Company was not required to file any return or form
with the National Company Law Tribunal, Regional Director, Central
Government or other authorities.

4. Calling/ convening/ holding meetings of Board of Directors or

its committees, if any, and the meetings of the members of the
company on due dates as stated in the annual return in respect
of which meetings, proper notices were given and the
proceedings including the circular resolutions and resolutions
passed by postal ballot, if any, have been properly recorded in

2
the Minute Book/ registers maintained for the purpose and the
same have been signed:

The Board of Directors duly met 7 (Seven) times respectively on 22nd

May, 2023, 28th June, 2023, 11th August, 2023, 21st September, 2023,
9th November, 2023, 25th January, 2024 and 23rd March, 2024 as
stated in Annual Return in respect of which meetings proper notices
were given and the proceedings have been properly recorded in the
minutes book/registers maintained for the purpose and same have
been signed.

The Audit Committee had met 5 (Five) times during the year under
review respectively on 17th May, 2023, 10th August, 2023, 8th
November, 2023, 20th January, 2024 and 13th March, 2024 as stated
in Annual Return in respect of which meetings, proper notices were
given and the proceedings, have been properly recorded in the
minutes book/registers maintained for the purpose and same have
been signed.

The Nomination and Remuneration Committee had met 2 (Two)

times during the year under review respectively on 22nd May, 2023
and 22nd March, 2024 as stated in Annual Return in respect of which
meetings, proper notices were given and the proceedings, have
been properly recorded in the minutes book/registers maintained
for the purpose and same have been signed.

17th Annual General Meeting of members of Company was held on

11th August, 2023 as stated in the annual return in respect of which
meeting, proper notice was given and the proceedings, have been
properly recorded in the minutes book/registers maintained for the
purpose and same have been signed.

National Company Law Tribunal, Chandigarh Bench, convened

meeting of unsecured creditors of the Company was held on 23rd
September, 2023 for the purpose of considering, and if thought fit,
approving the Composite Scheme of Arrangement between Tata
SIA Airlines Limited, Talace Private Limited with the Company and
their respective shareholders under Sections 230 to 232 and other
applicable provisions of the Companies Act, 2013 as stated in the
annual return in respect of which meeting, proper notice was given
and the proceedings, have been properly recorded in the minutes

3
 book/registers maintained for the purpose and same have been
signed.

1(One) Extra General Meeting of members of Company was held on

23rd March, 2024 as stated in the annual return in respect of which
meeting, proper notice was given and the proceedings, have been
properly recorded in the minutes book/registers maintained for the
purpose and same have been signed.

No resolutions were passed through postal ballot during the year.

5. Closure of Register of Members / Security holders, as the case

may be:
The Company has not closed its register of members /security
holders during the financial year.

6. Advances/loans to its directors and/or persons or firms or

companies referred in section 185 of the Act:
The Company has not given any loans or corporate guarantees to
any Directors or companies in which directors are interested as
mentioned in section 185 of the Companies Act, 2013.
Consequently, the question of compliance with this provision does
not arise.

7. Contracts/arrangements with related parties as specified in

section 188 of the Act:

During the financial year under review, the Company entered into
transactions with related parties pursuant to Section 2(76) of the
Act. These transactions were conducted in the ordinary course of
business and on an arm's length basis; therefore, Section 188 of the
Act is not applicable.

8. Issue or allotment or transfer or transmission or buy back of

securities/redemption of preference shares or debentures/
alteration or reduction of share capital/ conversion of shares/
securities and issue of security certificates in all instances:
On 27th March, 2024, the Board of Directors of the Company issue
and allotted 380,00,00,000 (Three Hundred Eighty Crores) 7.12%
Preference Shares - II through preferential allotment on private
placement basis of Rs. 10/- each, aggregating to Rs.

4
 3,800,00,00,000/- (Rupees Three Thousand Eight Hundred Crores
only) for cash to Tata Sons Private Limited.

There was no instance of transfer or transmission or buy back

during the year under review.

The Company has not altered or reduced share capital/or converted

shares/or securities or redeemed any redeemable preference
share/debentures during the financial year.

9. Keeping in abeyance the rights to dividend, rights shares and

bonus shares pending registration of transfer of shares in
compliance with the provisions of the Act:
There were no transactions necessitating the Company to keep in
abeyance the right to dividend, right shares and bonus shares,
pending registration of transfer of shares.

10. Declaration/ payment of dividend; transfer of unpaid/

unclaimed dividend/other amounts as applicable to the
Investor Education and Protection Fund in accordance with
section 125 of the Act:

The Company did not declare any dividend during the financial year
under review. Consequently, there was no occasion for the
Company to transfer any amount of unpaid/unclaimed dividend or
other applicable amounts to the Investor Education and Protection
Fund in accordance with Section 125 of the Act.

11. Signing of audited financial statement as per the provisions of

section 134 of the Act and report of directors is as per sub –
sections (3), (4) and (5) thereof:
The financial statements of the Company were signed in accordance
with the provisions of Section 134 of the Companies Act, 2013, and
the report of the directors complies with subsections (3) and (5)
thereof. Section 134(4) is not applicable to the Company.

12. Constitution/ appointment/ re-appointments/ retirement/

filling up casual vacancies/ disclosures of the Directors, Key
Managerial Personnel and the remuneration paid to them:
The Board of Directors of the Company is duly constituted. During
the financial year under review, the constitution/ appointment/ re-

5
 appointment/ retirement of Directors was made in compliance with
the provisions of the Act.

All directors have disclosed their nature of interest/ concern in Form

MBP-1 and the same have been recorded at the Board meeting and
minutes of the meeting and the remuneration was paid accordance
to regulations of the Company.

13. Appointment/ reappointment/ filling up casual vacancies of

auditors as per the provisions of section 139 of the Act:

M/s. P K F Sridhar &Santhanam LLP (Firm Registration Number:

003990S/S200018) Chartered Accountants, a firm was appointed as
statutory auditors on five consecutive year tenure in 16th AGM held
on 16th June 2022.

M/s. T.P.Ostwal & Associates LLP, Chartered Accountants, (Firm

Registration Number 124444W/W100150) appointed as Joint
Statutory Auditors of the Company for five years from FY 2023-24
to FY2027-28 in the 17th Annual General Meeting held on 11th
August 2023.

The appointment was in accordance with the applicable provisions

of the Act.

14. Approvals required to be taken from the Central Government,

Tribunal, Regional Director, Registrar, Court or such other
authorities under the various provisions of the Act:

The National Company Law Tribunal, Chandigarh Bench ("Tribunal")

has approved the Composite Scheme of Arrangement between Tata
SIA Airlines Limited, Talace Private Limited with the Company and
their respective Shareholders basis its order pronounced on 6th
June 2024. The Company filed the copy of the proposed composite
scheme of arrangement amongst Talace Private Limited and Tata
SIA Airlines Limited and Air India Limited and their respective
shareholders pursuant to Section 232(2)(b) of the Companies Act,
2013 by way of eForm GNL-1 dated 11th August 2023. Other than
the above, the Company was not required to obtain any approvals
from Central Government, Tribunal, Regional Director, Registrar,

6
 Court(s) or such other authorities under the various provisions of
the Act;

15. Acceptance/renewal/ repayment of deposits:

The Company has not invited or accepted any deposits or
unsecured loans falling within the purview of sections 73, 74, 75 and
76 of the Act read with Companies (Acceptance of Deposits) Rules
2014.

16. Borrowings from its Directors, members, public financial

institutions, Banks and others and creation/modification/
satisfaction of charges in that respect wherever applicable.
The Company has not borrowed from its directors, members, or
public financial institutions. However, it has borrowed from banks
and others, and has undertaken the creation, modification, and
satisfaction of charges in that respect wherever applicable.

17. Loans and investments or guarantees given or providing of

securities to other bodies corporate or persons falling under
the provisions of section 186 of the Act.
During the year under review, there were no instances of granting
loans, making investments or guarantees or providing security to
other bodies corporate or persons falling under the provisions of
Section 186 of the Act.
18. Alteration of the provisions of the memorandum and/or
articles of association of the Company.
The Company has altered the Memorandum of Association
pursuant to a special resolution passed at the Annual General
Meeting held on 11th August, 2023. However, there has been no
alteration in the Articles of Association.

ICSI UDIN: _____________

Place: Mumbai Vijay Sonone & Co.

Date: _________ 2024 Company Secretaries

7
 [ Vijay Sonone FCS.7301]
(Proprietor)
[Certificate of Practice No.7991]
ICSI Unique Code: S2008MH106100
Peer Review Certificate No.: 621/2019

This Report is to be read with our letter of even date which is annexed as Annexure
A to Form MGT -8 and Forms an integral part of this report.

8
 'Annexure A to Form MGT -8'

To,
Air India Limited
Block-4, Vatika, One on One,
Sector 16, NH-48,
Industrial Estate Gurugram,
Haryana, 122007

My Certificate on the Annual Return (Form MGT-8) of even date is to be read

along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management

of the Company. My responsibility is to express an opinion on these
secretarial records based on my audit.
2. I have followed the audit practices and process as were appropriate to
obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that
correct facts are reflected in the Annual Return (Form MGT-7). I believe
that the process and practices, we followed provide a reasonable basis for
my opinion.
3. The Compliance of the provisions of Companies Act, 2013, rules,
regulations, standards are the responsibility of management. My
examination was limited to the verification of records on test basis.

ICSI UDIN:

Place: Mumbai Vijay Sonone & Co.

Date: _____________, 2024 Company Secretaries

[ Vijay Sonone FCS.7301]

(Proprietor)
[Certificate of Practice No.7991]
ICSI Unique Code: S2008MH106100
Peer Review Certificate No.: 621/2019