The Board of Directors present the 41^st Annual Report along with the audited financial statements of the Company for the
financial year ended March 31, 2025.

This report provides an overview of the Company's performance, significant developments and strategic direction and outlines
the key financial and operational aspects of the business. The consolidated performance of the Company and its subsidiaries
has been referred to wherever required.

1. Financial Performance

The financial performance of the Company for the financial year 2024-25, on a standalone and consolidated basis, is
summarised below:

The standalone and consolidated financial statements
of the Company for the financial year ended March
31, 2025, have been prepared in accordance with the
Indian Accounting Standards as notified by the Ministry
of Corporate Affairs and as amended from time to
time. The above figures are extracted from the audited

year as against Rs.84,686.40 million in the previous
financial year and reported standalone profit of Rs.580.74
million during the current financial year as against loss of
Rs.4,094.39 million in the previous financial year.

The airline's networth improved to Rs.6,830.22 million
compared to a negative Rs.25,858.47 million reflecting
successful financial restructing initiative by the
Company over time.

2. State of Affairs and Material Development

(i) The Company is engaged in business of schedule
airline services and has completed its twenty
years of operation on May 23, 2025. The Company
reported highest load factor of 90% for domestic
scheduled flights. The Company also operates
a dedicated air cargo service under the brand
name SpiceXpress through its subsidiary company
namely SpiceXpress and Logistics Private Limited.

(ii) Qualified Institutional Placement: During the year,
the Company has successfully completed its
Rs.30,000 million Qualified Institutional Placement
("QIP"). The Fund Raising Committee of the
Company, at its meeting held on September 20,
2024, approved the allotment of 487,012,986 equity
shares of face value Rs.10 each to eligible investors
at a price of Rs.61.60 per equity share (including a
premium of Rs.51.60 per equity share).

Pursuant to the allotment of these 487,012,986
equity shares, the paid-up equity share capital
of the Company increased from Rs.7,946.72
million comprising of 794,672,717 fully paid-up
equity shares to Rs.12,816.86 million comprising of
1,281,685,703 fully paid-up equity shares.

Out of the above QIP proceeds, Rs.26,995.40
million have been utilised for the payment of
statutory dues, settlement of liabilities of creditors,
ungrounding and maintenance of aircraft new
fleet induction, employee related dues, airport
dues, general corporate and share issue expenses
and the balance has been temporarily invested,
pending utilisation as on March 31, 2025. Vide
Board Resolution dated February 25, 2025, QIP
proceeds amounting to Rs.3,000 million have
been re-allocated from category designated for
the purpose of "New fleet induction". Rs.1500
million have been transferred to category "General
Corporate Purposes" and Rs.1,500 million have
been transferred to category "Settlement/payment
of certain outstanding liabilities of the creditors
including aircraft and engine lessors, engineering
vendors, financiers".

(iii) Warrant Conversion: During the year, the promoter
group exercised its option to convert 131,408,514
warrants into 131,408,514 equity shares, originally
allotted on September 4, 2023, under the preferential
allotment approved in terms of SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018
resulting in allotment of 131,408,514 equity shares

of the face value of Rs.10 each at an issue price
of Rs.29.84 per share in the allotment committee
meeting of the Board of Directors held on March 18,
2025, which was adjourned and resumed on March

19, 2025 and thus the equity share capital of the
Company has been updated accordingly. Listing of
these equity shares is still under process.

Moreover, the non-promoter category was allotted
10,000,000 warrants and 1,115,000 warrants on
January 25, 2024 and February 21, 2024 respectively
under the preferential allotment approved in terms of
SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018, at an issue price of Rs.50 each who
have exercised their option to convert these warrants
into equity shares. Accordingly, 10,000,000 equity
shares and 1,115,000 equity shares were allotted on
May 13, 2024 and August 14, 2024 respectively and
thus the equity share capital of the Company has
been updated accordingly.

(iv) Dispute with erstwhile promoters: The Company
had, in earlier financial years, received amounts
aggregating to Rs.5,790.90 million from Mr.
Kalanithi Maran and KAL Airways Private Limited
(together, "Erstwhile Promoters") as advance
money towards proposed allotment/subscription
of certain securities (189,091,378 share warrants
and 3,750,000 non-convertible cumulative
redeemable preference shares, issuable based on
approvals to be obtained), to be adjusted at the
time those securities were to be issued. Pursuant
to the legal proceedings in this regard before the
Hon'ble High Court of Delhi ("Court") between the
Erstwhile Promoters, the present promoter and the
Company, the Company was required to secure
an amount of Rs.3,290.89 million through a bank
guarantee in favour of the Registrar General of
the Court ("Registrar") and to deposit the balance
amount of Rs.2,500 million with the Registrar. The
Company has complied with these requirements in
September 2017.

The parties to the aforementioned litigation
concurrently initiated arbitration proceedings
before a three-member arbitral tribunal (the
"Tribunal"), which pronounced its award on July

20, 2018 (the "Award"). In terms of the Award,
the Company was required to (a) refund an
amount of approximately Rs.3,082.19 million to the
counterparty, (b) explore the possibility of allotting
non-convertible cumulative redeemable preference
shares in respect of Rs.2,708.70 million, failing
which, refund such amount to the counterparty
and (c) pay interest calculated to be Rs.924.66
million (being interest on the amount stated under
(a) above, in terms of the Award). The amounts
referred to under (a) and (b) above, aggregating
Rs.5,790.89 million, continue to be carried as
current liabilities without prejudice to the rights of
the Company under law. Further, the Company was
entitled to receive from the counterparty, under
the said Award, an amount of Rs.290.00 million
of past interest/servicing charges. Consequent to

the Award and without prejudice to the rights and
remedies it may have in the matter, the Company
accounted for Rs.634.66 million as an exceptional
item (net) during the year ended March 31, 2019,
being the net effect of amount referred to under
(c) and counter claim receivable of Rs.290.00
million, above.

The Company deposited the entire principal of
Rs.5,790.9 million as per the direction of the Court in
September 2017 which has also been subsequently
paid to the counterparty and there are adjustments
to be made for the counter-claim of the Company.
The Company has additionally paid in aggregate
Rs.1,500.00 million to the counterparties pursuant
to Court orders dated August 24, 2023 and
February 02, 2024 while keeping open the rights
and contentions in pending litigations. All the
payment made to the counterparties has been
included under other non-current assets.

The Company, its present promoter and the
counterparties challenged various aspects of the
Award, including the above-mentioned interest
obligations and rights, under Section 34 of the
Arbitration and Conciliation Act, 1996 which
was dismissed by the Court vide its judgments
dated July 31, 2023. Thereafter, the Company and
its present promoter preferred an appeal under
Section 37 of the Arbitration and Conciliation
Act, 1996 before the Division Bench of the Court,
inter-alia, challenging the payment of entire
interest amount and payment of early refund
of Rs.2,708.70 million towards non-convertible
cumulative redeemable preference shares. The
Division Bench vide its judgment dated May
17, 2024 set aside the judgments dated July 31,
2023 of the Court and ordered to restore the
petitions under Section 34 of the Arbitration and
Conciliation Act, 1996 filed by the Company and
present promoter before the appropriate Court
for being considered afresh and bearing in mind
the observations rendered by the Division Bench
in its judgment dated May 17, 2024. Accordingly,
this matter is sub-judice as on date.

Erstwhile Promoters had also preferred an appeal
under Section 37 of the Arbitration and Conciliation
Act, 1996 before the Division Bench of the Court,
inter-alia, seeking damages of more than Rs.13,000
Million which was dismissed by the said Division
Bench vide its order dated May 23, 2025. The
Hon'ble Supreme Court subsequently upheld the
decision and dismissed the Special Leave Petition
filed by the Erstwhile Promoters on 23 July 2025.
These assertions were already thoroughly examined
and subsequently rejected by the Arbitral Tribunal,
the panel of three retired Supreme Court judges
and the Single-Judge Bench of the Court.

In view of the foregoing and pending outcome
of the aforesaid challenges at the Court and
legal advice obtained, the management is of the
view that no material liability is likely to arise
from aforesaid matter and accordingly, no further

adjustments have been made in this regard, to
these standalone financial results. The auditors
have included 'Emphasis of Matter' paragraph in
their audit report in this regard.

(v) Certain aircraft/engine lessors had filed petitions
before NCLT/Delhi High Court on account of alleged
non-payment. The Company has certain disputes
in these matters and is accordingly defending the
same. Basis the review of applications filed and
the legal interpretation of law supported by views
of legal expert, the management is of the view
that there are fair chances of having a favourable
outcome for the Company. Furthermore, the
Company has amicably settled such disputes in
majority of the aforesaid matters during the year,
including but not limiting to, Air Castle, Carlyle
Aviation Partners, Export Development Canada,
BBAM, ELFC, SES, Cross Ocean Partners, Genesis,
Willis Lease amongst many others.

(vi) There have been no material changes and
commitments affecting the financial position of
the Company between the end of the financial year
and date of this report. There has been no change
in the nature of business of the Company.

3. Board of Directors and Key Managerial
Personnel

(i) As on March 31, 2025, the Board comprised six
members with an Executive Chairman & Managing
Director, besides three Independent Directors, one
woman Independent Director and one woman Non¬
Executive Non-Independent Director. As at March
31, 2025, the composition of the Board was as per
the requirement of Regulation 17(1) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

(ii) In terms of applicable provisions of the Companies
Act, 2013 and the Articles of Association of the
Company, Mrs. Shiwani Singh (DIN: 05229788) retires
by rotation at the ensuing annual general meeting
and is eligible for re-appointment. The notice of
the ensuing annual general meeting includes the
proposal for re-appointment of Mrs. Shiwani Singh.

(iii) Ms. Sonum Gayatri (DIN: 10639147) was appointed
as an Independent Director of the Company by
members of the Company for a first term of five
consecutive years, effective from September 14,
2024 to September 13, 2029.

(iv) Mr. Joyakesh Podder was appointed as Deputy
Chief Financial Officer of the Company with effect
from July 15, 2024 consequent upon resignation of
Mr. Ashish Kumar from the post of Chief Financial
Officer of the Company. The Company is presently
also looking for a suitable candidate to fill the
position of Chief Financial Officer.

(v) The remuneration paid to the Directors, Key
Managerial Personnel and Senior Management
is in accordance with the Nomination and
Remuneration Policy of the Company formulated

in accordance with Section 178 of the Companies
Act, 2013 and Regulation 19 of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations 2015.

4. Declaration by Independent Directors

The independent directors on the Board of the
Company have submitted a declaration to the Board
under Section 149(7) of the Companies Act, 2013, that
they meet the criteria of independence as laid down in
Section 149(6) of the Companies Act, 2013 read with the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and have affirmed compliance with
the Schedule IV of the Companies Act, 2013 and the
Company's Code of Conduct for Board Members and
Senior Management.

All the Independent Directors of the Company have
complied with the requirement of inclusion of their
names in the data bank of Independent Directors
maintained by Indian Institute of Corporate Affairs
and they meet the requirements of proficiency self¬
assessment test.

In the opi nion of Board of Directors of the Company,
independent directors on the Board of Company
hold highest standards of integrity and are highly
qualified, recognized and respected individuals in their
respective fields. The Company has an optimum mix of
expertise (including financial expertise), leadership and
professionalism.

5. Disclosure on Company’s Policy on
Directors’ Appointment and Remuneration

The Board of Directors of the Company adopted
a Nomination and Remuneration Policy following
the recommendation of the Nomination and
Remuneration Committee. This Policy outlines criteria
for providing fair compensation to Directors, Key
Managerial Personnel and other employees, aligning
their aspirations with the Company's objectives. The
Nomination and Remuneration Policy is available on
the Company's website at www.spicejet.com under
the 'Investors' section.

In developing the Policy, the Board ensured that the
level and structure of remuneration are adequate to
attract, retain and motivate high-quality directors
essential for the Company's success. The Policy ensures
that remuneration is aligned with performance, meets
established benchmarks and includes a balance of fixed
and incentive pay that reflects both short-term and long¬
term performance goals appropriate to the Company's
operations and objectives. This Policy helps the
Company fulfill its commitment to attracting, retaining
and motivating Directors, Key Managerial Personnel,
senior management and other employees by offering
competitive and fair remuneration based on corporate
and individual performance.

6. Board Evaluation

As per the criteria and process devised by the
Nomination and Remuneration Committee, the Board
evaluation was carried out for the year, assessing all
directors, committees, the Chairman of the Board and
the Board as a whole according to the criteria and
framework established by the Board. Additional details
are provided in the Corporate Governance Report, which
is included as part of this report.

7. Share Capital

During the financial year 2024-25, the authorised share
capital of the Company increased from Rs.15,000 million
divided into 1,500 million equity shares of Rs.10 each
to Rs.20,000 million divided into 2,000 million equity
shares of Rs.10 each in its 40^th Annual General Meeting
held on December 30, 2024.

During the financial year 2024-25, the paid-up share
capital of the Company has increased from Rs.7,834.05
million to Rs.14,133.97 million pursuant to following
allotment of equity shares:

- The Company has successfully completed its
Rs.30,000 million Qualified Institutional Placement
("QIP"). The Fund Raising Committee of the
Company, at its meeting held on September 20,
2024, approved the allotment of 487,012,986 equity
shares of face value Rs.10 each to eligible investors
at a price of Rs.61.60 per equity share (including a
premium of Rs.51.60 per equity share).

- The non-promoter category was allotted
10,000,000 warrants and 1,115,000 warrants
on January 25, 2024 and February 21, 2024
respectively under the preferential allotment
approved in terms of SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018, at
an issue price of Rs.50 each who have exercised
their option to convert these warrants into equity
shares. Accordingly, 10,000,000 equity shares and
1,115,000 equity shares were allotted on May 13,
2024 and August 14, 2024, respectively.

- The promoter group exercised its option to
convert 131,408,514 warrants into 131,408,514
equity shares, originally allotted on September 04,
2023, under the preferential allotment approved
in terms of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018 resulting in
allotment of 131,408,514 equity shares of the face
value of Rs.10 each at an issue price of Rs.29.84 per
share in the allotment committee meeting of the
Board of Directors held on March 18, 2025, which
was adjourned and resumed on 19 March 2025 and
thus the equity share capital of the Company has
been updated accordingly. Listing of these equity
shares is still under process.

- Allotment of 33,000 equity shares of Rs.10 each
under SpiceJet Employee Stock Option Scheme -
2017 on August 14, 2024.

- Allotment of 302,950 equity shares of Rs.10 each
under SpiceJet Employee Stock Option Scheme -
2017 on February 25, 2025.

8. Dividend

In terms of Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements), Regulations,
2015, the Company has adopted the Dividend
Distribution Policy of the Company which is available on
the website of the Company at www.spicejet.com under
the 'Investors' section.

The Board of Directors have not recommended any
dividend for the financial year 2024-25.

9. Transfer to Reserves

The Company has made no transfers to reserves during
the financial year 2024-25.

10. Public Deposits

The Company has not accepted any fixed deposits,
including from the public and, as such, no amount of
principal or interest was outstanding as of the Balance
Sheet date. Accordingly, no disclosure or reporting is
required in respect of details relating to deposits covered
under Chapter V of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014.

11. Annual Return

In accordance with the Companies Act, 2013, the
annual returns of the Company in the prescribed
format are available on the website of the Company at
www.spicejet.com under the 'Investors' section. Annual
return of the Company for the financial year 2024-25,
as required under Section 92(3) of the Companies Act,
2013, shall also be placed on website of the Company.

12. Number of Meetings of the Board

During the financial year 2024-25, six (6) Board Meetings
were held on July 15, 2024; July 23, 2024; August 14,
2024; September 14, 2024; November, 12 2024; and
February 25, 2025.

The details of Board Meetings are given in the Corporate
Governance Report that forms part of this report.

13. Directors’ Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013,
in relation to the audited financial statements of the
Company for year ended March 31, 2025, the Directors
of the Company state that:

(i) in the preparation of the annual accounts, the
applicable accounting standards have been
followed along with proper explanation relating to
material departures, if any;

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

(iii) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;

(iv) the Directors have prepared the Annual Accounts
of the Company on a 'going concern' basis;

(v) the Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively; and

(vi) the Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

14. Particulars of Loans, Guarantees or

Investments under Section 186 of the
Companies Act, 2013

The Company has not granted any loan, given guarantee or
security or made investment under the provisions of Section
186 of the Companies Act, 2013 during the financial year
under review except (i) loans to its subsidiary companies
as stated below (ii) investment in subsidiary companies as
stated in Annexure - A to this report and (iii) investment
of Rs.0.40 million in class B-shares of Aeronautical Radio
of Thailand Limited to become member airline for availing
advantageous rate on air navigation charges in Thailand.

Details of loan given to subsidiaries as on March 31, 2025
is as below:

15. Particulars of Contracts or Arrangement
made with Related Parties

All transactions with related parties were reviewed
and approved by the Audit Committee and are in
accordance with the policy on materiality of related
party transactions and also on dealing with related
party transactions formulated by the Board of Directors
of the Company pursuant to the provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements), Regulations, 2015.
The said policy is also available on the website of the
Company at www.spicejet.com under the 'Investors'
section.

The said policy relating to materiality of related party
transactions needs to be reviewed once in every
three (3) years as per Regulation 23 of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
Accordingly, the threshold limits relating to the same
were reviewed and confirmed by the Board of Directors
in its meeting held on February 25, 2025.

The Company in terms of Regulation 23 of the SEBI
(Listing Obligations and Disclosure Requirements),
Regulations, 2015 regularly submits disclosures of
related party transactions on a consolidated basis, in the
format specified to the stock exchange.

All related party transactions that were entered
into during the financial year under review were on
arm's length basis and were in the ordinary course
of business. All related party transactions have been
placed before the Audit Committee and Board for
their approval as per the provisions of the Companies
Act, 2013. No material related party transactions (i.e.
transactions exceeding the thresholds as defined under
the Companies Act, 2013), were entered during the
financial year 2024-25 by the Company. Accordingly,
the disclosure of related party transactions as required
under Section 134(3)(h) of the Companies Act, 2013 in
Form AOC-2 is not applicable.

16. Subsidiaries

As on March 31, 2025, following are the subsidiaries of
the Company:

In order to ensure governance of material subsidiary
companies, the Board of Directors of the Company has
adopted the policy and procedures for determining
'material' subsidiary companies in accordance with
the provisions of the SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015 and the
same is available on the website of the Company at
www.spicejet.com under the 'Investors' section.

During the year, the Board of Directors reviewed the
affairs of the subsidiaries. In accordance with Section
129(3) of the Companies Act, 2013, the Company has
prepared the consolidated financial statements of the
Company, which form part of this Annual Report. Further,
a statement containing the salient features of the financial
statements of the subsidiaries in the prescribed format
AOC-1 is appended as Annexure - A to this report. The
statement also provides details of the performance and
financial position of each of the subsidiaries.

In accordance with Section 136 of the Companies
Act, 2013, the audited financial statements, including
the consolidated financial statements and related
information of the Company and audited accounts of
each of its subsidiaries, are available on the website of
the Company at www.spicejet.com under the 'Investors'
section.

17. Corporate Governance and Management
Discussion and Analysis

Pursuant to Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,

2015, a detailed report on the Management Discussion
and Analysis and Corporate Governance Report along
with Practicing Company Secretary's Certificate
regarding compliance of conditions of corporate
governance forms an integral part of this report.

18. Particulars of Employees

The Company is committed to fostering employee growth
by providing development opportunities, recognizing
their contributions and integrating them into our value
system. We emphasize creating a workplace that upholds
a transparent and participative organizational culture.

To address and resolve all sexual harassment complaints,
the Company confirms that it has established an internal
complaint committee. We have adopted a policy in
compliance with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 and adhere to its provisions. This policy applies
to all employees, including permanent, contractual,
temporary and trainees. During the financial year 2024¬
25, we received Fifteen (15) complaints under this Act.
We have disposed of Eleven (11) complaints during the
financial year. Four (4) complaint(s) have remained
pending for more than 90 days.

The Company has complied with the provisions of
the Maternity Benefit Act, 1961, including the grant of
paid maternity leave, medical bonus, nursing breaks
and, where applicable, creche facilities. The Company
remains committed to fostering a supportive and
inclusive workplace that upholds the rights and well¬
being of all employees, particularly working mothers.
There were Sixty Two (62) cases during the year under
review under the Maternity Benefit Act, 1961 and no
complaints or grievances relating to maternity benefits
were received during the financial year.

The ratio of the remuneration of each Director to
the median remuneration of the employees of the
Company and other details in terms of Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are forming part of
this report and annexed as Annexure - B.

The statement containing particulars of employees as
required under Section 197(12) of the Companies Act,
2013 read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
forms part of this report. In terms of the provisions of
Section 136(1) of the Companies Act, 2013 read with the
rules made thereunder, this report is being sent to all
members of the Company excluding the said annexure.
Any member interested in obtaining a copy of the
annexure may write to the Company.

19. Employees Stock Option Scheme

The members of the Company in its meeting held on
November 27, 2017 authorized the Board to introduce,

offer, issue and provide stock options to eligible
employees of the Company and its subsidiaries under
'SpiceJet Employee Stock Option Scheme - 2017'. The
maximum number of shares under this scheme shall not
exceed 10,000,000 equity shares at a price of Rs.10 per
share in accordance with extant rules and regulations.
During the year under review, grant of 1,000,000 Stock
Options was made under this scheme. The exercise price
for Stock Option granted to employee(s) shall be equal
to the face value of the equity shares of the Company
which is presently Rs.10 per share.

There has been no material variation in the terms of the
options granted under this scheme and this scheme is
in compliance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (erstwhile
the SEBI (Share Based Employee Benefits) Regulations,
2014. The details of this scheme including terms of
reference and requirement specified under the SEBI
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 is available on the website of the
Company at www.spicejet.com under the 'Investors'
section.

During the year under review, allotment of 33,000
equity shares of Rs.10 each under SpiceJet Employee
Stock Option Scheme - 2017 was made on August 14,
2024 and allotment of 302,950 equity shares of Rs.10
each under SpiceJet Employee Stock Option Scheme -
2017 was made on February 25, 2025.

During the year under review, 83,000 employee stock
options lapsed due to non-exercise or cessation of
employment.

20. Corporate Social Responsibility

We believe that growth and development are effective
only when they result in wider access to opportunities
and benefit a broader section of society. With an
objective of socio-economic development in India, the
Board has adopted a Corporate Social Responsibility
(“CSR”) Policy which is available on the website of the
Company at www.spicejet.com under the 'Investors'
section.

The Company has also constituted CSR Committee
comprising of Mr. Ajay Chhotelal Aggarwal as
Chairperson and Mr. Ajay Singh and Mrs. Shiwani Singh
as Member which inter-alia monitors the Company's
CSR Policy and recommend the amount of CSR
expenditure. As per Rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014, annual report
on CSR activities is attached as Annexure - C and forms
an integral part of this Report.

21. Conservation of Energy and Technology
Absorption

During the year under review, in January 2025, CARE
Ratings assigned SpiceJet a rating of "CARE BB-;

Stable" for long-term bank facilities amounting to
Rs.909.90 Crores and "CARE BB-; Stable/CARE A4"
for long-term/short-term facilities of Rs.490.20 Crores.
In November 2024, Acuite Ratings & Research
upgraded SpiceJet's long-term rating by four notches
to B with a "Stable" outlook and reaffirmed its short¬
term rating at A4. The upgrade was based on the
company's financial stability, operational improvements
and successful fund-raising effort. The rating has been
further upgraded to BB-, Stable, A4 in August 2025.

22. Statutory Auditors

The Statutory Auditor of the Company, M/s. Walker
Chandiok & Co LLP, Chartered Accountants, (ICAI
Firm Registration No.: 001076N/N500013), was
appointed by members of the Company at its 36^th
Annual General Meeting held on December 24, 2020
to hold office till the conclusion of 41^st Annual General
Meeting of the Company. However the said Auditor
has tendered its resignation dated June 13, 2025
post signing of Auditors Report for the financial year
ending March 31, 2025.

In accordance with Section 134(3)(f) of the Companies
Act, 2013, information and explanations to various
comments made by the Statutory Auditor in its Report
to the members are mentioned in the Notes to the
Accounts, which form part of the financial statements
for the year ended March 31, 2025.

To fill the casual vacancy caused by the resignation
of the said Auditor, M/s Kalyaniwalla & Mistry LLP,
Chartered Accountants (Firm Registration No.
104607W/W100166) was appointed as the Statutory
Auditor of the Company on June 13, 2025 subject
to the approval of members of the Company. The
members of the Company in its Extra ordinary General
Meeting held on September 4, 2025 have approved
the resolution for appointment of Statutory Auditors
to hold office until the ensuing Annual General Meeting
and it is proposed to appoint M/s Kalyaniwalla & Mistry
LLP as Statutory Auditors for a period of five (5) years
from the conclusion of this Annual General Meeting till
the conclusion of Forty Sixth (46th) Annual General
Meeting of the Company.

23. Secretarial Auditors

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors of the Company appointed Mr.
Mahesh Kumar Gupta, Practicing Company Secretary
(ICSI Membership No.: FCS 2870) to undertake the
Secretarial Audit of the Company for financial year
ended on March 31, 2025. The Report of the Secretarial
Auditor is annexed as Annexure - D to this report.

In terms of Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Secretarial Auditor has also issued a Secretarial

Compliance Report on May 30, 2025 for the year ended
March 31, 2025 which is also available on website of the
Company at https://corporate.spicejet.com/Content/pdf/
Signed_SecretarialComplianceReport_SpiceJet202425.
pdf. In accordance with Section 134(3)(f) of the
Companies Act, 2013, response (wherever necessary) to
the observations in the Secretarial Audit Report is already
available in Secretarial Compliance Report.

Consequent upon slump sale of cargo business
undertaking of the Company to its subsidiary
(SpiceXpress and Logistics Private Limited) effective
April 1, 2023, SpiceXpress and Logistics Private Limited
has become unlisted material subsidiary. In terms
of Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Secretarial Audit Report of SpiceXpress and Logistics
Private Limited for financial year ended on March 31,
2025 is annexed as Annexure - E to this report.

24. Reporting of frauds by auditors

During the year under review, neither the statutory auditor
nor the secretarial auditor has reported to the Audit
Committee, under Section 143(12) of the Companies
Act, 2013, any instances of fraud committed against the
Company by its officers or employees, the details of
which would need to be mentioned in this report.

25. Cost records and cost audit

Maintenance of cost records and requirement of cost
audit as prescribed under the provisions of Section 148(1)
of the Companies Act, 2013 read with the Companies
(Cost Records and Audit) Rules, 2014 are not applicable
for the business activities carried out by the Company.

26. Secretarial Standards

The Company complies with all applicable mandatory
secretarial standards issued by the Institute of Company
Secretaries of India.

27. Business Responsibility and Sustainability
Report

A detailed Business Responsibility and Sustainability
Report in terms of the provisions of Regulation 34 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is attached herewith as Annexure - F
to this report.

28. Details of application made or any
proceeding pending under the Insolvency
and Bankruptcy Code, 2016

Certain aircraft/engine lessors and other vendors have
filed application(s) under Section 9 of the Insolvency
and Bankruptcy Code, 2016 due to alleged non-payment.
The Company has certain disputes in the matter and

the amounts claimed are not debts and accordingly the
Company is defending such matters. Basis the review of
applications filed and the legal interpretation of the law
supported by views of legal expert(s), the management
is of the view that there are fair chances of having a
favourable outcome for the Company

29. Details of significant and material orders
passed by the regulators or courts or
tribunals impacting the going concern
status and company’s operations in future

There are no significant material orders passed by
the Regulators/Courts which would impact the going
concern status of the Company and its future operations.

30. Foreign Exchange Earnings and Outgo

The details of Foreign Exchange earnings and outgo
for the financial year ended March 31, 2025 are set out
below:

31. Internal Controls and Risk Management

The Company has put in place strong internal control
systems commensurate with its size and scale of
operations. Latest technology is used to ensure
efficient and effective internal controls in the business.
The Company has adopted risk-based framework for
effective risk mitigation with increased transparency and
accountability as well as for ensuring compliance with
all statutory requirements under different legislations.
Internal controls are designed to provide reasonable
assurance regarding effectiveness and efficiency
of operations, adequacy of safeguards for assets,
prevention and timely detection of frauds and errors and
accuracy and completeness of the accounting records.

The Company also has strong team of professionals
for executing internal audit function which comprise its
employees as well as services of reputed auditing firms.

Internal audit function has implemented risk based
internal audit plan to ensure increased coverage and
assurance on operating effectiveness of internal controls
in the Company. Audit observations are periodically
presented to Senior Management and the Directors
for taking adequate, effective and timely measures to
address the deficiencies identified.

Pursuant to Section 134(3)(n) of the Companies
Act, 2013 and Regulation 17(9) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has formulated and adopted a
Risk Management Policy. The primary objectives of
the policy include identification and categorisation of
potential risks, their assessment and mitigation and to
monitor these risks. The Company has also constituted
a Risk Management Committee which oversee the
processes of identification, evaluation and mitigation of
risks. The Committee inter alia periodically reviews the
organisational risks that are spread across operational,
financial, technological and environmental spheres and
provide guidance to the management team.

32. Acknowledgement

Your Directors take this opportunity to express their deep
and sincere gratitude to the customers of the Company
for their confidence and patronage, as well as to the
Directorate General of Civil Aviation, the Government of
India, particularly the Ministry of Civil Aviation and other
Regulatory Authorities for their cooperation, support
and guidance.

Your Directors would like to express a deep sense
of appreciation for the commitment shown by the
employees in supporting the Company on all fronts. The
Directors would also like to thank all our valued aircraft
and to Engine lessors, vendors and stakeholders who
have played a significant role in the continued business
of the Company.

For and on behalf of the Board
Sd/-

Place : Gurugram Ajay Singh

Date : September 8, 2025 Chairman & Managing Director