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Auditor Report of Spicejet Ltd.

Mar 31, 2023

Independent Auditorâs Report

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

1. We have audited the accompanying standalone financial
statements of SpiceJet Limited (''the Company''), which
comprise the Balance Sheet as at March 31, 2023,
the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Cash Flow
and the Statement of Changes in Equity for the year then
ended, and notes to the standalone financial statements,
including a summary of the significant accounting
policies and other explanatory information.

2. In our opinion and to the best of our information and
according to the explanations given to us, except for the
effects of the matters described in the Basis for Qualified
Opinion section of our report, the aforesaid standalone
financial statements give the information required by the
Companies Act, 2013 (''the Act'') in the manner so required
and give a true and fair view in conformity with the
Indian Accounting Standards (''Ind AS'') specified under
section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015 and other accounting
principles generally accepted in India, of the state of
affairs of the Company as at March 31, 2023, and its loss
(including other comprehensive income), its cash flows
and the changes in equity for the year ended on that date.

Basis for Qualified Opinion

3. As stated in Note 49 to the accompanying standalone
financial statement, the management of the Company
had recognized recoverable of Rs. 15,549.03 million over
the periods up to September 30, 2021 for recovery of
rent, maintenance and other expenses incurred on
Boeing 737 Max aircrafts, which were grounded since
March 2019. As further explained in the said note, the
Company had settled the aforesaid claims with Boeing
and 737 Max aircraft lessors during the year ended
March 31, 2022. In our assessment, there was no virtual
certainty to recognise any recoverable until September

30, 2021, as required under Ind AS 37, ''Provisions,
Contingent Liabilities and Contingent Assets'' and
accordingly, upon settlement of the said claims in the
quarter ended December 31, 2021, the Company should
have restated the opening reserves to reverse the
recoverable along with consequent reversal of ''Other
income'' and related ''Foreign exchange loss (net)'' impact
recorded in earlier years, and should have recorded the
entire settlement amount in the year ended March 31,
2022, in accordance with Ind AS 8 Accounting Policies,
Changes in Accounting Estimates and Errors''. Had the
Company recognised the entire settlement gain during
the year ended March 31, 2022 with restatement of
earlier years, the reported loss for the year ended March

31, 2022 would have been lower by Rs. 12,418.96 million.
Our opinion for the year ended March 31, 2022 was also
qualified in respect of this matter.

4. As stated in Note 50 to the accompanying standalone
financial statement which describes the details related
to an ongoing litigation in reference to which the
Hon''ble High Court of Delhi has given its judgements
and orders to pay interest on advances received from
Mr. Kalanithi Maran and M/s KAL Airways Private Limited
(''the Erstwhile Promoters''). Due to reasons explained in
the aforesaid note, the management is of the view that
the impact of the aforementioned judgement on the
accompanying standalone financial statement is presently
unascertainable. In absence of such computation, we are
unable to comment on the adjustments, if any, that may
be required to the accompanying standalone financial
statement on account of aforesaid matter.

5. We conducted our audit in accordance with the
Standards on Auditing specified under section 143(10)
of the Act. Our responsibilities under those standards
are further described in the Auditor''s Responsibilities for
the Audit of the Standalone Financial Statements section
of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute
of Chartered Accountants of India (''ICAI'') together with
the ethical requirements that are relevant to our audit of
the standalone financial statements under the provisions
of the Act and the rules thereunder, and we have fulfilled
our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our qualified opinion.

Material Uncertainty Related to Going Concern

6. We draw attention to Note 2A(a)(iii) to the
accompanying standalone financial statement which
describes that the Company has incurred net loss (after
other comprehensive income) of Rs. 15,031.25 million
during the year ended March 31, 2023, and, as of that
date, the Company''s accumulated losses amounts to
Rs. 74,156.90 million which have resulted in complete
erosion of its net worth and the current liabilities have
exceeded its current assets by Rs. 75,809.61 million as
at March 31, 2023. These conditions and other matters
set forth in the aforesaid note, indicates the existence
of material uncertainty that may cast significant doubt
about the Company''s ability to continue as a going
concern. Based on management''s assessment of future
business projections and other mitigating factors as
described in the aforesaid note, which, inter alia, is
dependent on successful renegotiation of payment
terms to various parties and raising of additional funds,
the management is of the view that the going concern
basis of accounting is appropriate for preparation of
accompanying standalone financial statement.

In relation to the above key audit matter, our audit
work included, but was not restricted to, the following
procedures:

â¢ Obtained an understanding of the management''s
process for identification of events or conditions

that may cast significant doubt over the Company''s
ability to continue as a going concern and the
process to assess the corresponding mitigating
factors existing against each such event or condition;

â¢ Evaluated the design and tested the operating
effectiveness of key controls around aforesaid
identification of events or conditions and mitigating
factors, and controls around cash flow projections
prepared by the management;

â¢ Obtained the cash flow projections for the next
twelve months from the management, basis their
future business plans;

â¢ Held discussions with the management personnel
to understand the assumptions used and estimates
made by them for determining the cash flow
projections for the next twelve months;

â¢ Evaluated the reasonableness of the key assumptions
such as expected growth in the revenue, expected
optimisation in the costs etc. based on historical
data trends, future market trends, existing market
conditions, business plans and our understanding of
the business and the industry;

â¢ Tested the arithmetical accuracy of the calculations
and performed sensitivity analysis around possible
variation in the above key assumptions; and

â¢ Evaluated the appropriateness and adequacy of
disclosures in the standalone financial statements
with respect to this matter in accordance with the
applicable accounting standards.

Our opinion is not modified in respect of this matter.

Key Audit Matters

7. Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the standalone financial statements of the
current year. These matters were addressed in the context
of our audit of the standalone financial statements as a
whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.

8. In addition to the matters described in the Basis for
Qualified Opinion section and Material Uncertainty
Related to Going Concern section, we have determined
the matters described below to be the key audit matters
to be communicated in our report.

Information other than the Standalone Financial
Statements and Auditorâs Report thereon

9. The Company''s Board of Directors are responsible for
the other information. The other information comprises
the information included in the Annual Report, but does
not include the standalone financial statements and our
auditor''s report thereon. The Annual Report is expected
to be made available to us after the date of this auditor''s
report.

Our opinion on the standalone financial statements does
not cover the other information and we will not express
any form of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other
information identified above when it becomes available
and, in doing so, consider whether the other information
is materially inconsistent with the standalone financial
statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that
there is a material misstatement therein, we are required
to communicate the matter to those charged with
governance.

Responsibilities of Management and Those
Charged with Governance for the Standalone
Financial Statements

10. The accompanying standalone financial statements have
been approved by the Company''s Board of Directors.
The Company''s Board of Directors are responsible for the
matters stated in section 134(5) of the Act with respect
to the preparation and presentation of these standalone
financial statements that give a true and fair view of the
financial position, financial performance including other
comprehensive income, changes in equity and cash flows
of the Company in accordance with the Ind AS specified
under section 133 of the Act and other accounting
principles generally accepted in India. This responsibility
also includes maintenance of adequate accounting
records in accordance with the provisions of the Act
for safeguarding of 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 standalone
financial statements that give a true and fair view and
are free from material misstatement, whether due to
fraud or error.

11. In preparing the standalone financial statements, the
Board of Directors are responsible for assessing the
Company''s ability to continue as a going concern,
disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting
unless the Board of Directors either intend to liquidate
the Company or to cease operations, or has no realistic
alternative but to do so.

12. Those Board of Directors are also responsible for
overseeing the Company''s financial reporting process.

Auditorâs Responsibilities for the Audit of the
Standalone Financial Statements

13. Our objectives are to obtain reasonable assurance
about whether the standalone financial statements as
a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor''s report
that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit
conducted in accordance with Standards on Auditing
will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
standalone financial statements.

14. As part of an audit in accordance with Standards on
Auditing, specified under section 143(10) of the Act, we
exercise professional judgment and maintain professional
skepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement
of the standalone financial statements, whether
due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from
fraud is higher than for one resulting from error,
as fraud may involve collusion, forg ery, intentional
omissions, misrepresentations, or the override of
internal control;

â¢ Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section
143(3)(i) of the Act we are also responsible for
expressing our opinion on whether the Company
has adequate internal financial controls with
reference to financial statements in place and the
operating effectiveness of such controls;

â¢ Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management;

â¢ Conclude on the appropriateness of Board of
Directors'' use of the going concern basis of
accounting and, based on the audit evidence
obtained, whether a material uncertainty exists
related to events or conditions that may cast
significant doubt on the Company''s ability to
continue as a going concern. If we conclude that
a material uncertainty exists, we are required to
draw attention in our auditor''s report to the related
disclosures in the standalone financial statements
or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor''s
report. However, future events or conditions may
cause the Company to cease to continue as a going
concern; and

â¢ Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the
standalone financial statements represent the
underlying transactions and events in a manner
that achieves fair presentation.

15. We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit and significant audit findings,
including any significant deficiencies in internal control
that we identify during our audit.

16. We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and to
communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

17. From the matters communicated with those charged
with governance, we determine those matters that
were of most significance in the audit of the standalone
financial statements of the current year and are therefore
the key audit matters. We describe these matters in
our auditor''s report unless law or regulation precludes
public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should
not be communicated in our report because the
adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of
such communication.

Report on Other Legal and Regulatory
Requirements

18. As required by section 197(16) of the Act, based on our
audit, we report that the Company has paid remuneration
to its directors during the year in accordance with the
provisions of and limits laid down under section 197 read
with Schedule V to the Act.

19. As required by the Companies (Auditor''s Report) Order,
2020 (''the Order'') issued by the Central Government of
India in terms of section 143(11) of the Act we give in
the Annexure A, a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

20. Further to our comments in Annexure A, as required by
section 143(3) of the Act, based on our audit, we report,
to the extent applicable, 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 purpose of our
audit of the accompanying standalone financial
statements;

b) Except for the effects of the matters described
in the Basis for Qualified Opinion section, 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 standalone financial statements dealt with
by this report are in agreement with the books of
account;

d) Except for the effects of the matters described
in the Basis for Qualified Opinion section, in
our opinion, the aforesaid standalone financial
statements comply with Ind AS specified under
section 133 of the Act;

e) The matters described in paragraph 3, 4 and 6
under the Basis for Qualified Opinion section and
Material Uncertainty Related to Going Concern
section, in our opinion, may have an adverse effect
on the functioning of the Company;

f) On the basis of the written representations received
from the directors and taken on record by the Board
of Directors, none of the directors are disqualified
as on March 31, 2023 from being appointed as a
director in terms of section 164(2) of the Act;

g) The qualification relating to the maintenance of
accounts and other matters connected therewith
are as stated in the Basis for Qualified Opinion
section;

h) With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company as on March 31, 2023
and the operating effectiveness of such controls,
refer to our separate Report in Annexure B wherein
we have expressed a modified opinion; and

i) 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
(as amended), in our opinion and to the best of
our information and according to the explanations
given to us:

i. The Company, as detailed in note 48 and 50
to the standalone financial statements, has
disclosed the impact of pending litigations on
its financial position as at March 31, 2023;

ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses as at March 31, 2023;

iii. There were no amounts which were required
to be transferred to the Investor Education
and Protection Fund by the Company during
the year ended March 31, 2023;

iv. (a) The management has represented that,

to the best of its knowledge and belief,
on the date of this audit report, no
funds have been advanced or loaned or
invested (either from borrowed funds or
securities premium or any other sources
or kind of funds) by the Company to or
in any person(s) or entity(ies), including
foreign entities (''the intermediaries''),
with the understanding, whether
recorded in writing or otherwise, that the
intermediary shall, whether, directly or
indirectly lend or invest in other persons
or entities identified in any manner
whatsoever by or on behalf of the

Company (''the Ultimate Beneficiaries'')
or provide any guarantee, security or the
like on behalf the Ultimate Beneficiaries;

(b) The management has represented that,
to the best of its knowledge and belief, on
the date of this audit report, no funds have
been received by the Company from any
person(s) or entity(ies), including foreign
entities (''the Funding Parties''), with the
understanding, whether recorded in
writing or otherwise, that the Company
shall, whether directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
(''Ultimate Beneficiaries'') or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries; and

(c) Based on such audit procedures performed
as considered reasonable and appropriate
in the circumstances, nothing has come to
our notice that has caused us to believe
that the management representations
under sub-clauses (a) and (b) above
contain any material misstatement.

v. The Company has not declared or paid any
dividend during the year ended March 31,
2023; and

vi. Proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 requires all companies
which use accounting software for maintaining
their books of account, to use such an
accounting software which has a feature of
audit trail, with effect from the financial year
beginning on 1 April 2023 and accordingly,
reporting under Rule 11(g) of Companies (Audit
and Auditors) Rules, 2014 (as amended) is not
applicable for the current financial year.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm''s Registration No.: 001076N/N500013

Neeraj Goel

Partner

Membership Number: 099514
UDIN: 23099514BGSCPH6419
Place: Gurugram
Date: August 14, 2023

Mar 31, 2022

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

1. We have audited the accompanying standalone financial statements of SpiceJet Limited (''the Company''), which comprise the Balance Sheet as at March 31, 2022, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion section of our report, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (''the Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (''Ind AS'') specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022 and its loss (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Qualified Opinion

3. As stated in Note 49 to the accompanying standalone financial statement, the management of the Company had recognized recoverable of ''15,549.03 million over the period up to September 30, 2021 for recovery of rent, maintenance and other expenses incurred on Boeing 737 Max aircrafts, which have been grounded since March 2019. As further explained in the said note, the Company has settled the aforesaid claims with Boeing and 737 Max aircraft lessors during the quarter ended December 31, 2021 and has recognised further amounts as ''other income''. In our assessment, there was no virtual certainty to recognise any recoverable until September 30, 2021, as required under Ind AS 37, ''Provisions, Contingent Liabilities and Contingent Assets'' and accordingly, upon settlement of the said claims, the Company should have restated the comparative periods to reverse the recoverable along with consequent reversal of ''other income'' and related ''foreign exchange gain/(loss)'' impact recorded in such earlier periods, and should have recorded the entire settlement amount in the year ended March 31, 2022 in accordance with Ind AS 8 Accounting Policies, Changes in Accounting Estimates and Errors''. Had the Company recognised the entire settlement gain during the year ended March 31, 2022 with restatement of earlier periods, the reported loss for the year ended March 31, 2022 would have been lower by ''12,419.18 million. Our opinion for the year ended March 31, 2022 was also qualified in respect of this matter.

4. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (''ICAI'') together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Material Uncertainty Related to Going Concern

5. We draw attention to Note 2A(a)(iii) to the accompanying standalone financial statements which describes that the Company has incurred a net loss (after other comprehensive income) of ''17,219.02 million for the year ended March 31, 2022 and, as of that date, the Company''s accumulated losses amounts to ''59,076.58 million which have resulted in complete erosion of its net worth of the Company and the current liabilities have exceeded its current assets by ''64,086.67 million as at March 31, 2022. These conditions and other matters set forth in the aforesaid note, indicate the existence of a material uncertainty that may cast significant doubt about the Company''s ability to continue as a going concern. However, based on the factors mentioned in the aforesaid note including re-negotiation of payment terms to various parties, management is of the view that the going concern basis of accounting is appropriate.

In relation to the above key audit matter, our audit work included, but was not restricted to, the following procedures:

â¢ Obtained an understanding of the management''s process for identification of events or conditions that may cast significant doubt over the Company''s ability to continue as a going concern and the process to assess the corresponding mitigating factors existing against each such event or condition;

â¢ Evaluated the design and tested the operating effectiveness of key controls around aforesaid identification of events or conditions and mitigating factors, and controls around cash flow projections prepared by the management;

â¢ Obtained the cash flow projections for the next twelve months from the management, basis their future business plans;

â¢ Held discussions with the management personnel to understand the assumptions used and estimates

made by them for determining the cash flow projections for the next twelve months;

â¢ Evaluated the reasonableness of the key assumptions such as expected growth in the revenue, expected saving in the costs etc. based on historical data trends, future market trends, existing market conditions, business plans and our understanding of the business and the industry;

â¢ Tested the arithmetical accuracy of the calculations and performed sensitivity analysis around possible variation in the above key assumptions; and

â¢ Evaluated the appropriateness and adequacy of disclosures in the standalone financial statements with respect to this matter in accordance with the applicable accounting standards.

Our opinion is not modified in respect of this matter.

Emphasis of Matters

6. We draw attention to the following notes to the

standalone financial statements:

a) Note 48 which describes the uncertainty relating to the outcome of ongoing litigation with erstwhile promoters which is pending with the Hon''ble High Court of Delhi and certain resultant possible non- compliances of applicable provisions of the Act. The final outcome of these litigations is presently unascertainable. Further, based on internal assessment and legal advice

obtained, the management is of the view that any possible consequential effects (including penal consequences and any compounding thereof) are not likely to have a material impact on the standalone financial statements of the Company and accordingly, no adjustment has been made to the standalone financial statements in respect of aforesaid matters.

b) Note 50 which describes the effects of uncertainties relating to the outbreak of Covid-19 pandemic and the management''s evaluation of its impact on the Company''s operations and the standalone financial statements of the Company as at March 31, 2022.

Our opinion is not modified in respect of above matters.

Key Audit Matters

7. Key audit matters are those matters that, in our professional judgment were of most significance in our audit of the standalone financial statements of the current year. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

8. In addition to the matters described in the Basis for Qualified Opinion and Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter

How our audit addressed the key audit matter

Recognition of passenger revenue

We refer to notes 2 and 31 to the standalone financial statements for accounting policies and disclosures relating passenger revenue.

The Company recognizes passenger revenue on flown basis i.e., when the service is rendered. Till that time, the money received is presented as deferred revenue (i.e., contract liabilities) in the balance sheet under the head other current liabilities and is measured basis the net sales price to the customer.

In accounting for its passenger revenue, the Company relies on the effectiveness of the integrated Information Technology (''IT'') system which processes large volumes of individually low value transactions. Based on the data provided by the said IT system, the journal entries are manually posted into the general ledger (financial reporting IT system) for recognition of passenger revenue.

Considering the significance of amount involved and complicated IT systems that handle large volumes of transaction data, including exchange of information with online travel agents, recognition of passenger revenue has been identified as a key audit matter for current year''s audit.

Our procedures in relation to passenger revenue included, but

not limited to the following:

â¢ Obtained and updated our understanding of the business process for each stream of revenue;

â¢ Understood the revenue recognition policy of the Company and ensured that it is in line with Ind AS 115 ''Revenue from Contracts with Customers'';

â¢ Involved our IT specialists to evaluate design and test operating effectiveness of IT general controls and key automated controls of the Company''s IT system and third-party systems (assessed the SSAE 16 assurance report) which govern revenue recognition, and tested key manual internal controls over passenger revenue recognition;

â¢ Verified the reconciliation of data between the third-party system and the general ledger (financial reporting IT system) to corroborate the completeness of revenue;

â¢ Performed data analytics to identify unusual patterns by comparing the trend in monthly revenue, sector-wise revenue and average revenue per passenger;

â¢ For samples selected during the year and samples selected in reference to cut-off procedures, tested the supporting documents; and

â¢ Evaluated the appropriateness and adequacy of the disclosures made in the standalone financial statements for passenger revenue recognised during the year.

Key audit matter

How our audit addressed the key audit matter

Provision for maintenance in relation to aircrafts

We refer to notes 2, 23 and 30 of the standalone financial statements for accounting policies, disclosures and information related to accounting judgements, assumptions and estimates relating to provision for aircraft maintenance.

The Company operates aircrafts held under lease arrangements and incurs liabilities for maintenance costs in respect of these aircrafts during the term of the lease. As at March 31, 2022, the Company has recognised provisions for aircraft maintenance amounting to ''3,816.00 million. These costs arise from regulatory and contractual obligations relating to the condition of the aircrafts and/or specific components when they are returned to the lessors.

At each reporting date, the calculation of the maintenance provision includes a number of variable factors and assumptions including: anticipated utilisation of the aircraft; the cost of the expected heavy maintenance check; the condition of the aircraft engine, contractual return condition and the expected drawdown from the supplemental rental contribution.

Considering the inherent level of complexity and subjectivity involved in the management estimates and judgements for assessing the variable factors, in order to quantify the provision amounts and hence, provision for aircraft maintenance has been selected as a key audit matter for the current year''s audit.

Our audit procedures in relation to provision for aircraft

maintenance included, but not limited to the following:

â¢ Obtained an understanding from the management with respect to process and controls followed by the Company to ensure appropriateness of recognition, measurement and completeness of provision for maintenance in relation to aircrafts;

â¢ Evaluated the design and tested the operating effectiveness of the internal financial controls over maintenance process including accounting for provision for aircrafts maintenance held under the lease contract;

â¢ Read the maintenance contracts with third parties to gain an understanding of the significant terms relating to maintenance of aircrafts and its components;

â¢ Obtained information from engineering department about the aircrafts utilisation pattern (basis analysis of historical flight hours) and expected condition of the aircraft (basis underlying engine inspections and results) in reference to the expected future maintenance event dates and expected estimated cost of maintenance work;

â¢ Evaluated the consistency and reasonableness of the above judgements, assumptions and estimates by testing the input data basis historical available trends/information, contract terms and Company''s past experience;

â¢ Tested the arithmetical accuracy of the calculation for provision balance outstanding as at March 31, 2022; and

â¢ Evaluated appropriateness and adequacy of the disclosures made in standalone financial statements with respect to the provision for aircrafts maintenance.

Accounting of lease rent concessions/ modifications

We refer to notes 2 and 45 of the standalone financial statements for accounting policies and disclosures relating to leases.

During the current year, due to the impact of Covid-19, the Company has negotiated various concession/benefits with the various lessors in respect of aircrafts and engines taken on lease. These amendments in lease agreements included extension in lease period, rent waivers, rent reduction, deferment of payment and change in the nature of rent.

The management evaluated each lease addendum for application of practical expedient guidance prescribed in amendments related to Ind AS 116 and wherever it''s met, the Company has recognised the benefit in statement of profit and loss and wherever it''s not met, the Company applied the modification principles prescribed in Ind AS 116 and accordingly accounted.

The Company has recognised ''718.98 million in statement of profit and loss and ''774.37 million in the carrying value of right-of-use assets for ''modification''.

Considering the judgement involved in assessment of appropriate accounting, such lease rent concessions/ modifications has been identified as a key audit matter for the current year''s audit.

Our audit procedures in relation to lease rent concession/

modifications included, but not limited to the following:

â¢ Obtained an understanding from the management with respect to process and controls followed by the Company to ensure appropriateness of accounting of lease rent concessions;

â¢ Evaluated the design and tested the operating effectiveness of the internal controls over accounting of leases as per the requirement of Ind AS 116;

â¢ Obtained the lease addendums and held discussions with appropriate client personnel to understand the revised terms;

â¢ Evaluated whether each lease addendum met the practical expedient guidance or modification related principles as prescribed in Ind AS 116;

â¢ Obtained Company''s calculation of revised right of use assets and lease liabilities for such concessions/ modification and tested the calculations and arithmetical accuracy for the balance outstanding as at March 31, 2022; and

â¢ Evaluated appropriateness and adequacy of the disclosures made in standalone financial statements with respect to lease rent concessions/modifications.

Key audit matter

How our audit addressed the key audit matter

Impairment of non-financial assets

We refer to notes 2, 3 and 4 of the standalone financial statements for accounting policies and information related to accounting judgements, assumptions and estimates relating to impairment of non-financial assets.

During the current year, due to the Covid-19 pandemic, impairment indicators were identified in reference to nonfinancial assets namely right-of- use (ROU) assets and property, plant and equipment (PPE).

The Company has identified its fleet of passenger aircrafts and freighter aircrafts as separate cash generating units (CGUs) and accordingly performed impairment assessment in accordance with the accounting principles and determined the value-in-use of its cash generating units (CGUs) and compared with the carrying values of the respective assets.

The future cash flow projections and its discounting involved significant inputs such as expected fuel prices, foreign exchange rates, growth rate and discount rate, the determination of these inputs were inherently uncertain due to Covid-19 related travel restrictions.

The management has concluded that the recoverable amount of the CGU is higher than its carrying amount and accordingly, no impairment provision has been recorded as at March 31, 2022.

Considering significant management judgements involved in determination of said inputs used in computation, impairment of non-financial assets has been identified as a key audit matter for the current year''s audit.

Our audit procedures in relation to impairment assessment

included, but not limited to the following:

â¢ Obtained an understanding of the management process for identification of possible impairment indicators and process performed by the management for impairment testing and the management process of determining the Value-in- Use (VIU);

â¢ Evaluated design and tested the operating effectiveness of relevant internal financial controls implemented for impairment assessment;

â¢ Obtained and assessed the management''s impairment assessment computation by testing the underlying assumptions used in determining the cash flow projections and VIU;

â¢ Together with our valuation specialists, challenged the management on the underlying key assumptions used for cash flow projections and discount rate, considering evidence available to support these assumptions and our understanding of the business;

â¢ Engaged in discussions with the management to assess the impact of Covid-19 on cash flow projections;

â¢ Performed sensitivity analysis on these key assumptions to assess potential impact of downside in the underlying cash flow forecasts and assessed the possible mitigating actions identified by management;

â¢ Tested the arithmetical accuracy of the cash flow projections; and

â¢ Evaluated the appropriateness and adequacy of the disclosures made in the standalone financial statements with respect to impairment of non-financial assets.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

10. The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 standalone

Information other than the Standalone Financial Statements and Auditorâs Report thereon

9. The Company''s Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor''s report thereon. The Annual Report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

11. In preparing the standalone financial statements, the Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

12. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditorâs Responsibilities for the Audit of the Standalone Financial Statements

13. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

14. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

â¢ Conclude on the appropriateness of Board of Directors'' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists

related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern; and

â¢ Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation;

15. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

16. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

17. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

18. As required by section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

19. As required by the Companies (Auditor''s Report) Order, 2020 (''the Order'') issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

20. Further to our comments in Annexure A, as required by section 143(3) of the Act, based on our audit, we report, to the extent applicable, 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 purpose of our audit of the accompanying standalone financial statements;

b) Except for the effects of the matter described in the Basis for Qualified Opinion section, 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 standalone financial statements dealt with by this report are in agreement with the books of account;

d) Except for the effects of the matter described in the Basis for Qualified Opinion section, in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) The matters described in paragraph 3, 5 and 6 under the Basis for Qualified Opinion section, Material uncertainty related to Going concern section and Emphasis of Matters section respectively, in our opinion, may have an adverse effect on the functioning of the Company;

f) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2022 from being appointed as director in terms of section 164(2) of the Act;

g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion section;

h) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on March 31, 2022 and the operating effectiveness of such controls, refer to our separate Report in Annexure B wherein we have expressed a modified opinion; and

i) 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 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company, as detailed in note 47 and 48 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at March 31, 2022;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at March 31, 2022.;

iii. There were no amounts which were required to be transferred to the Investor Education

and Protection Fund by the Company during the year ended March 31, 2022;

iv. (a) The management has represented that,

to the best of its knowledge and belief, on the date of this audit report, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any persons or entities, including foreign entities (''the intermediaries''), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (''the Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

(b) The management has represented that, to the best of its knowledge and belief, on the date of this audit report, no funds have been received by the Company from any persons or entities, including foreign entities (''the Funding Parties''), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under subclauses (a) and (b) above contain any material misstatement.

v. The Company has not declared or paid any dividend during the year ended March 31, 2022.

For Walker Chandiok & Co LLP

Chartered Accountants Firm''s Registration No.: 001076N/N500013

Neeraj Goel

Partner

Membership Number: 099514 UDIN: 22099514AQKHKZ2031 Place: Gurugram Date: August 31, 2022

Mar 31, 2021

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

1. We have audited the accompanying standalone financial statements of SpiceJet Limited (''the Company''), which comprise the Balance Sheet as at March 31, 2021, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion section of our report, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (''Act'') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (''Ind AS'') specified under section 133 of the Act, of the state of affairs of the Company as at March 31, 2021, and its loss (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Qualified Opinion

3. As described in Note 47 of the standalone financial statements, the management of the Company has recognised ''other income'' of Rs. 5,604.48 million for the year ended March 31, 2021 (Rs 6,718.04 million for the year ended March 31, 2020) and the related ''foreign exchange loss on restatement'' of Rs. 270.61 million for the year ended March 31, 2021 (foreign exchange gain of Rs. 36705 million for the year ended March 31, 2020) for the amount charged to Boeing for reimbursement of expenses incurred on Boeing 737 Max aircrafts, which has been grounded since March 2019. In our assessment, there is no virtual certainty to recognise such other income and related receivable, as required by Ind AS 37, "Provisions, Contingent Liabilities and Contingent Assets". Had the Company not recognised such other income (including its related foreign exchange restatement), the reported loss for the year ended March 31, 2021 would have been higher by Rs. 5,333.87 million. The erstwhile auditors have also qualified their audit opinion for the year ended March 31, 2020 in respect of this matter.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (''ICAI'')

together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Material Uncertainty Related to Going Concern

4. We draw attention to Note 2A(a)(iii) of the standalone financial statements, which describes that the Company has incurred a net loss (after other comprehensive income) of Rs. 9,966.03 million during the year ended March 31, 2021 and, as of that date, the Company''s accumulated losses amounts to Rs. 41,906.65 million which have resulted in complete erosion of its net worth of the Company and the current liabilities have exceeded its current assets by Rs. 51,858.37 million as at March 31, 2021. These conditions, together with uncertainties relating to the impact of the ongoing Covid-19 pandemic on the operations of the Company as described in Note 48 to the standalone financials statements and other matters set forth in the aforesaid note, indicate the existence of a material uncertainty that may cast significant doubt about the Company''s ability to continue as a going concern. However, based on the factors mentioned in the aforesaid note including re-negotiation of payment terms to various parties, management is of the view that the going concern basis of accounting is appropriate.

In relation to the above key audit matter, our audit work included, but was not restricted to, the following procedures:

â¢ Evaluated the design and tested the operating effectiveness of key controls around aforesaid identification of events or conditions and mitigating factors, and controls around cash flow projections prepared by the management;

â¢ Obtained the cash flow projections for the next twelve months from the management, basis their future business plans and considering the impact of ongoing Covid-19 pandemic on the operations of the Company;

â¢ Held discussions with the management personnel to understand the assumptions used and estimates made by them for determining the cash flow projections for the next twelve months;

â¢ Evaluated the reasonableness of the key assumptions such as expected growth in the

revenue, expected saving in the costs etc. based on historical data trends, future market trends, existing market conditions, business plans and our understanding of the business and the industry;

â¢ Tested the arithmetical accuracy of the calculations and performed sensitivity analysis around possible variation in the above key assumptions; and

â¢ Evaluated the appropriateness and adequacy of disclosures in the standalone financial statements with respect to this matter in accordance with the applicable accounting standards.

Our opinion above is not modified in respect of this matter.

Emphasis of Matters

5. We draw attention to the following notes to the standalone financial statements:

a) Note 46 which describe the uncertainty relating to the outcome of ongoing litigation with erstwhile promoters which is pending with the Hon''ble High Court of Delhi and certain resultant possible non-compliances of applicable provisions of the Act. The final outcome of these litigations is presently unascertainable. Further, based on internal assessment and legal advice obtained, the management is of the view that any possible consequential effects (including penal consequences and any compounding thereof)

are not likely to have a material impact on the standalone financial statements of the Company and accordingly, no adjustment has been made to the standalone financial statements in respect of aforesaid matters.

b) Note 48 which describes the effects of uncertainties relating to the outbreak of Covid-19 pandemic and the management''s evaluation of its impact on the Company''s operations and the standalone financial statements of the Company as at March 31, 2021, the extent of which is significantly dependent on future developments as they evolve.

Our opinion is not modified in respect of the above matters.

Key Audit Matters

6. Key audit matters are those matters that, in our professional judgment were of most significance in our audit of the standalone financial statements of the current year. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

7. In addition to the matters described in the Basis for Qualified Opinion and Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter

How our audit addressed the key audit matter

Recognition of passenger revenue

We refer to notes 2 and 30 to the standalone financial statements for accounting policies and disclosures relating passenger revenue.

The Company recognises passenger revenue on flown basis i.e., when the service is rendered. Till that time, the money received is presented as deferred revenue (i.e., contract liabilities) in the balance sheet under the head other current liabilities and is measured basis the net sales price to the customer.

Our procedures in relation to passenger revenue included, but

not limited to the following:

â¢ Obtained and updated our understanding of the revenue business process for each stream of revenue;

â¢ Understood the revenue recognition policy of the Company and ensured that it is in line with Ind AS 115 ''Revenue from Contracts with Customers'';

â¢ Verified the reconciliation of data between the third-party system and the general ledger (financial reporting IT system) to corroborate the completeness of revenue;

â¢ Performed data analytics to identify unusual patterns by comparing the trend in monthly revenue, sector-wise revenue and average revenue per passenger;

â¢ For samples selected during the year and samples selected in reference to cut-off procedures, tested supporting documents; and

â¢ Evaluated the appropriateness and adequacy of the disclosures made in the standalone financial statements for passenger revenue recognised during the year.

Key audit matter

How our audit addressed the key audit matter

Provision for maintenance in relation to aircrafts

We refer to notes 2, 22 and 28 of the standalone financial statements for accounting policies, disclosures and information related to accounting judgements, assumptions and estimates relating to provision for aircraft maintenance.

The Company operates aircrafts held under lease arrangements and incurs liabilities for maintenance costs in respect of these aircrafts during the term of the lease. As at March 31, 2021, the Company has recognised provisions for aircraft maintenance amounting to Rs. 7,606.88 million. These costs arise from regulatory and contractual obligations relating to the condition of the aircrafts and/or specific components when they are returned to the lessors.

Our audit procedures in relation to provision for aircraft

maintenance included, but not limited to the following:

â¢ Evaluated the design and tested the operating effectiveness of the internal controls over maintenance process including accounting for provision for aircrafts maintenance held under the lease arrangements;

â¢ Read the maintenance contracts with third parties to gain an understanding of the significant terms relating to maintenance of aircrafts and its components;

â¢ Tested the arithmetical accuracy of the calculation for provision balance outstanding as at March 31, 2021; and

â¢ Evaluated appropriateness and adequacy of the disclosures made in standalone financial statements with respect to the provision for aircrafts maintenance.

Accounting of lease rent concessions/modifications

We refer to notes 2 and 43 of the standalone financial statements for accounting policies and disclosures relating to leases.

The Company has recognised Rs. 1,194.32 million in statement of profit and loss for ''rent concessions'' and Rs. 1,240.49 million in the carrying value of right-of-use assets for ''modification''.

Considering the judgement involved in assessment of appropriate accounting, such lease rent concessions/ modifications has been identified as a key audit matter for the current year''s audit.

Our audit procedures in relation to lease rent concession/

modifications included, but not limited to the following:

â¢ Obtained an understanding from the management with respect to process and controls followed by the Company to ensure appropriateness of accounting of lease rent concessions;

â¢ Evaluated the design and tested the operating effectiveness of the internal controls over accounting of leases as per the requirement of Ind AS 116;

â¢ Obtained the lease addendums and held discussions with appropriate client personnel to understand the revised terms;

â¢ Evaluated whether each lease addendum met the practical expedient guidance or modification related principles as prescribed in Ind AS 116;

â¢ Evaluated appropriateness and adequacy of the disclosures made in standalone financial statements with respect to lease rent concessions/modifications.

Key audit matter	How our audit addressed the key audit matter
Impairment of non-financial assets	Our	audit procedures in relation to impairment assessment
We refer to notes 2, 3 and 4 of the standalone financial	included, but not limited to the following:
statements for accounting policies and information related	â¢	Obtained an understanding of the management process
to accounting judgements, assumptions and estimates		for identification of possible impairment indicators and
relating to impairment of non-financial assets.		process performed by the management for impairment
During the current year, due to the Covid-19 pandemic, impairment indicators were identified in reference to non-		testing and the management process of determining the Value-in-Use (VIU);
financial assets namely right-of-use (ROU) assets and	_â¢	Evaluated design and tested the operating effectiveness
property, plant and equipment (PPE).		of relevant internal financial controls implemented for
The Company has identified its fleet of passenger aircrafts		impairment assessment;
and freighter aircrafts as separate cash generating	_â¢	Obtained and assessed the management''s impairment
units (CGUs) and accordingly performed impairment		assessment computation by testing the underlying
assessment in accordance with the accounting principles		assumptions used by the management in determining the
and determined the value-in-use of its cash generating		cash flow projections and VIU;
units (CGUs) and compared with the carrying values of the respective assets.	_â¢	Together with our valuation specialists, challenged the management on the underlying key assumptions used
The future cash flow projections and its discounting		for cash flow projections and discount rate, considering
involved significant inputs such as expected fuel prices,		evidence available to support these assumptions and our
foreign exchange rates, growth rate and discount rate, the		understanding of the business;
determination of these inputs were inherently uncertain due to Covid-19 related travel restrictions and resultant decrease in travel demand.	_â¢	Engaged in discussions with the management to assess the impact of Covid-19 on cash flow projections;
The management has concluded that the recoverable amount of the CGU is higher than its carrying amount and accordingly, no impairment provision has been recorded as at March 31, 2021.	_â¢	Performed sensitivity analysis on these key assumptions to assess potential impact of downside in the underlying cash flow forecasts and assessed the possible mitigating actions identified by management;
Considering significant management judgements involved in determination of said inputs used in computation,	_â¢	Tested the arithmetical accuracy of the cash flow projections; and
impairment of non-financial assets has been identified as a	_â¢	Evaluated the appropriateness and adequacy of the
key audit matter for the current year''s audit.		disclosures made in the standalone financial statements with respect to impairment of non-financial assets.

Information other than the Financial Statements and Auditorâs Report thereon

8. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor''s report thereon. The Annual Report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

9. The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 standalone

financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

10. In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

11. Those Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditorâs Responsibilities for the Audit of the Standalone Financial Statements

12. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

13. As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

â¢ Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or

conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern; and

â¢ Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation;

14. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

15. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

16. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

17. The standalone financial statements of the Company for the year ended March 31, 2020 were audited by the predecessor auditor, S.R Batliboi & Associates LLP, who have expressed a qualified opinion on those standalone financial statements vide their audit report dated July 29, 2020.

Report on Other Legal and Regulatory Requirements

18. As required by section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

19. As required by the Companies (Auditor''s Report) Order, 2016 (''the Order'') issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

20. Further to our comments in Annexure A, as required by

section 143(3) of the Act, based on our audit, we report,

to the extent applicable, 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 purpose of our audit of the accompanying standalone financial statements;

b) except for the effects of the matter described in the Basis for Qualified Opinion section, 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 standalone financial statements dealt with by this report are in agreement with the books of account;

d) except for the effects of the matter described in the Basis for Qualified Opinion section, in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) the matters described in paragraph 3, 5 and 6 under the Basis for Qualified Opinion section, Material Uncertainty Related to Going Concern section and Emphasis of Matters section respectively, in our opinion, may have an adverse effect on the functioning of the Company;

f) on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 from being appointed as a director in terms of section 164(2) of the Act;

g) we have also audited the internal financial controls with reference to financial statements of the Company as on March 31, 2021 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated June 30, 2021 as per Annexure B expressed modified opinion; and

h) 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 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. the Company, as detailed in note 45 and 46 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at March 31, 2021;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at March 31, 2021;

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2021; and

iv. the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from November 8, 2016 to December 30, 2016, which are not relevant to these standalone financial statements. Hence, reporting under this clause is not applicable.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

Neeraj Goel

Partner

Membership Number: 099514

UDIN : 21099514AAAAES8001

Place : Gurugram

Date : June 30, 2021

Mar 31, 2018

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of SpiceJet Limited (âthe Companyâ), which comprise the standalone Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including other comprehensive income), the standalone Cash Flow Statement, the standalone Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as âthe standalone Ind AS financial statementsâ).

Managementâs Responsibility for the Standalone Ind AS financial statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the standalone financial position, standalone financial performance including other comprehensive income, standalone cash flows and standalone changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

Our responsibility is to express an opinion on these standalone Ind AS 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 issued by the Institute of Chartered Accountants of India, as 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 standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone Ind AS 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 accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the standalone Ind AS 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 standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the standalone Ind AS 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, 2018, its profit including other comprehensive income and its cash flows and statement of changes in equity for the year ended on that date.

Emphasis of Matter

We draw attention to Note 44 of the Standalone Ind AS financial statements regarding disputes with erstwhile promoters and certain resultant possible non-compliances of applicable provisions of law, and Note 36 regarding the consequent effects thereof on diluted earnings per share disclosure. Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditorâs report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the 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 purpose 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 standalone Balance Sheet, standalone Statement of Profit and Loss including the standalone Statement of Other Comprehensive Income, the standalone Cash Flow Statement and standalone Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;

e) The matters described under the Emphasis of Matter paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

f) On the basis of written representations received from the directors as on March 31, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, from being appointed as a director in terms of section 164 (2) of the Act;

g) 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 âAnnexure 2â to this report;

h) With respect to the other matters to be included in the Auditorâs 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 standalone Ind AS financial statements - Refer Note 43 to the standalone Ind AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company

ANNEXURE 1 REFERRED TO IN PARAGRAPH 1 OF THE SECTION âREPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTSâ OF OUR REPORT OF EVEN DATE

Re: SpiceJet Limited (âthe Companyâ)

i) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) All property, plant and equipment have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment are held in the name of the company.

ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.

iii) According to the information and explanations given to us, 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 Companies Act, 2013. Accordingly, the provisions of clause 3(iii)(a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees, and securities granted in respect of which provisions of section 185 and 186 of the Companies Act 2013 are applicable and hence not commented upon.

v) The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). However, to the extent discussed in Note 44 of the financial statements, the Company may not be in compliance with the provisions of section 73 to 76 and other relevant provisions of the Companies Act, 2013, and the rules framed there under, in relation to advances which were received towards securities proposed to be issued which are deemed as deposits under the Companies Act, 2013.

vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under section 148 (1) of the Act for the products / services of the Company.

vii) a) Undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales-tax, service tax, duty of custom, value added tax, goods and service tax, cess and other statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases. The provisions relating to excise duty are not applicable to the Company

b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employeesâ state insurance, income-tax, service tax, sales-tax, duty of custom, duty of excise, value added tax, goods and service tax, cess and other statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. The provisions relating to excise duty are not applicable to the Company.

c) According to the records of the Company, the dues of income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, goods and service tax and cess on account of any dispute, are as follows:

Name of the statute		Nature of dues	Amount (Rs. in million)	Period to which the amount relates	Forum where dispute is pending
Finance Act, 1994		Service tax (including penalty for delay)	170.70	April 2006 to March 2012	Customs, Excise and Service Tax Appellate Tribunal
Customs Act, 1962		Customs (including penalty for delay)	34.13	December 2012 to September 2016	Customs, Excise and Service Tax Appellate Tribunal
Goods and Services Tax Act, 2017	Integrated goods and services tax		561.47	August 2017 to March 2018	GST Appellate Tribunal

viii) In our opinion and according to information and explanations given by the management, the Company has not defaulted in repayment of dues to a bank or financial institution during the year. The Company has not made any borrowings from the government and has not issued any debentures during the year.

ix) In our opinion and according to the information and explanations given by the management, the Company has utilized the monies raised by way of term loans for the purposes for which they were raised.

x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company, or on the Company by the officers and employees of the Company, has been noticed or reported during the year.

xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013

xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.

xiii) According to the information and explanations given by the management, there are no transactions with the related parties which attract the provisions of sections 188 and 177 of Companies Act, 2013. The details of such transactions with related parties have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence reporting requirements under clause 3(xiv) are not applicable to the Company and not commented upon.

xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.

xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company and hence not commented upon.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

We have audited the internal financial controls over financial reporting of SpiceJet Limited (âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the Standalone Ind AS financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

The Companyâs 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 issued by the Institute of Chartered Accountants of India. 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 the Companyâs 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 Companies Act, 2013.

Auditorâs Responsibility

Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, 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 Institute of Chartered Accountants of India. 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 auditorâs judgement, including the assessment of the risks of material misstatement of the Standalone Ind AS 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 internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A Companyâs 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 Standalone Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companyâs assets that could have a material effect on the Standalone Ind AS 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, 2018, 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 Chartered Accountants of India.

For S.R. BATLIBOI & ASSOCIATES LLP

Chartered Accountants

ICAI Firm Registration No.: 101049W/E300004

per Aniruddh Sankaran

Partner Place : Gurugram

Membership Number: 211107 Date : May 11, 2018

Mar 31, 2017

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying Standalone Ind AS financial statements of SpiceJet Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss, including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managementâs Responsibility for the Standalone Ind AS Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these Standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

Our responsibility is to express an opinion on these Standalone Ind AS 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 issued by the Institute of Chartered Accountants of India, as 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 Standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Standalone Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the Standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the Standalone Ind AS 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 accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the Standalone Ind AS 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 Standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the Standalone Ind AS 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, its profit including other comprehensive income and its cash flows and statement of changes in equity for the year ended on that date.

Emphasis of Matter

We draw attention to:

a) Note 2 (a)(iii) of the Standalone Ind AS financial statements regarding the Companyâs net liabilities of Rs. 6,090.93 million (including liabilities of Rs. 5,790 million in respect of the matter detailed in Note 44 of the Standalone Ind AS financial statements) as of March 31, 2017, which raises a material uncertainty that may cast significant doubt about the going concern assumption. The Companyâs financial performance and managementâs business plans are also discussed in the said note.

b) Note 44 of the Standalone Ind AS financial statements regarding certain possible noncompliances of applicable provisions of law and Note 36 regarding the consequent effects thereof on diluted earnings per share disclosure.

Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

2. As required by section 143 (3) of the 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 purpose 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, Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid Standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) The matters described in the Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

(f) On the basis of written representations received from the directors as on March 31, 2017, 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;

(g) 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 dated June 3, 2017, in âAnnexure 2â to this report;

(h) With respect to the other matters to be included in the Auditorâs 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 Standalone Ind AS financial statements - Refer Note 43 to the Standalone Ind AS financial statements;

ii The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii There were 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 Note 51 to these Standalone Ind AS financial statements as to the holding of Specified Bank Notes on November 8, 2016 and December 30, 2016 as well as dealings in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016. Based on our audit procedures and relying on the management representation we report that these disclosures regarding the holding and nature of cash transactions, including Specified Bank Notes are in accordance with the books of accounts maintained by the Company and as produced to us by the Management. However, we are unable to obtain sufficient appropriate audit evidence as to the appropriateness of the amounts reported as permitted receipts of Specified Bank Notes, in such note.

ANNEXURE 1 REFERRED TO IN PARAGRAPH 1 OF THE SECTION âREPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTSâ OF OUR REPORT OF EVEN DATE

Re: SpiceJet Limited (âthe Companyâ)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given by the management, there are no immovable properties, included in fixed assets of the Company and accordingly, the requirements under paragraph 3(i)(c) of the Order are not applicable to the Company.

(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.

(iii) According to the information and explanations given to us, 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 Companies Act, 2013. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees, and securities granted in respect of which provisions of Sections 185 and 186 of the Companies Act 2013 are applicable and hence not commented upon.

(v) The Company has not accepted any deposits from the public. However, to the extent discussed in Note 44 of the Standalone Ind AS financial statements, the Company is not in compliance with the provisions of Sections 73 to 76 and other relevant provisions of the Companies Act, 2013, and the rules framed there under, in relation to advances which were received towards securities proposed to be issued which are deemed as deposits under the Companies Act, 2013.

(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under Section 148 (1) of the Act for the products / services of the Company.

(vii) (a) Undisputed statutory dues including employeesâ state insurance, income-tax, sales-tax, service tax, duty of custom, value added tax, cess and other statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in respect of remittance of provident fund dues. The provisions relating to excise duty are not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employeesâ state insurance, income-tax, wealth-tax, service tax, sales-tax, duty of custom, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. The provisions relating to excise duty are not applicable to the Company.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, value added tax and cess on account of any dispute, are as follows:

Name of the statute	Nature of dues	Amount Period to which (Rs. in million) the amount relates		Forum where dispute is pending
Indian Customs Act, 1962	Penalty upon delay in payment of customs duty	82.69	March 1996 to August 1996	High Court of Delhi
Finance Act, 1994	Service tax (including penalty for delay)	170.70	April 2006 to March 2012	Customs, Excise and Service Tax Appellate Tribunal

(viii) In our opinion and according to information and explanations given by the management, the Company has not defaulted in repayment of dues to a bank or financial institution during the year. The Company has not made any borrowings from the government and has not issued any debentures during the year.

(ix) In our opinion and according to the information and explanations given by the management, the Company has utilized the monies raised by way of term loans for the purposes for which they were raised.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company, or on the Company by the officers and employees of the Company, has been noticed or reported during the year.

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management, there are no transactions with the related parties which attract the provisions of Sections 188 and 177 of Companies Act, 2013. The details of such transactions with related parties have been disclosed in the notes to the Standalone Ind AS financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence reporting requirements under clause 3(xiv) are not applicable to the Company and not commented upon.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in Section 192 of Companies Act, 2013.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

For S.R. BATLIBOI & ASSOCIATES LLP

Chartered Accountants

ICAI Firm Registration No.: 101049W/E300004

per Aniruddh Sankaran

Partner

Membership Number: 211107

Place : Gurgaon

Date : June 3, 2017

Mar 31, 2016

To the Members of SpiceJet Limited Report on the Financial Statements

We have audited the accompanying financial statements of SpiceJet Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managementâs Responsibility for the Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) 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 accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 the design, implementation and maintenance of adequate internal financial control 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.

Auditorâs 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 there under. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as 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 disclosures in the financial statements. The procedures selected depend on the auditorâs 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 Companyâs 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 accounting policies used and the reasonableness of the accounting estimates made by the Companyâs 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

In our opinion and to the best of our information and according to the explanations given to us, the 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, 2016, its profit and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to

a) Note 2 (a) of the financial statements which indicates that the Companyâs total liabilities exceed its total assets by Rs. 6,316.23 million as of March 31, 2016. These conditions, along with other matters as set forth in Note 2 (a), indicate the existence of a material uncertainty that may cast significant doubt about the Companyâs ability to continue as a going concern.

b) Note 44 of the financial statements regarding certain non-compliances of the requirements of the Act in relation to delay in allotment of securities, consequent deeming provisions regarding deposits, and classification of the related amounts received towards securities proposed to be issued.

c) Note 45 of the financial statements regarding certain non-compliances of the requirements of the Act in relation to constitution of Audit Committee.

Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditorâs report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1, a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the 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 purpose 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, Statement of Profit and Loss, and 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 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment Rules, 2016;

(e) The matters described in paragraph (a) and (b) in the Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

(f) On the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of section 164 (2) of the Act;

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements

- Refer Note 36 to the financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure 1 referred to in paragraph 1 of the section âReport on other legal and regulatory requirementsâ of our report of even date Re: SpiceJet Limited (âthe Companyâ)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programmed of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.

(iii) According to the information and explanations given to us, 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 Companies Act, 2013. Accordingly, the provisions of clause 3(iii)(a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

2013 are applicable and hence not commented upon.

(v) The Company has not accepted any deposits from the public. However, to the extent discussed in Note 44 of the financial statements, the Company is not in compliance with the provisions of section 73 to 76 and other relevant provisions of the Companies Act, 2013, and the rules framed there under, in relation to advances received towards securities proposed to be issued which are deemed as deposits under the Companies Act, 2013.

(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under section 148 (1) of the Act for the products / services of the Company.

(vii) (a) Undisputed statutory dues including employeesâ state insurance, income-tax, sales-tax, service tax, duty

of custom, duty of excise, value added tax, cases and other statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in respect of remittance of provident fund dues. The provisions relating to excise duty and wealth tax are not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employeesâ state insurance, income-tax, wealth-tax, service tax, sales-tax, duty of custom, duty of excise, value added tax, cases and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, value added tax and cases on account of any dispute, are as follows:

Name of the statute	Nature of dues	Amount (Rs. in millions)	Period to which the amount relates	Forum where dispute is pending
Indian Customs Act, 1962	Penalty upon delay in payment of customs duty	82.69	March 1996 to August 1996	High Court of Delhi
Finance Act, 1994	Service tax (including penalty for delay)	170.70	April 2006 to March 2012	Customs, Excise and Service Tax Appellate Tribunal

(viii) In our opinion and according to information and explanations given by the management, the Company has not defaulted in repayment of dues to a bank during the year. The Company has not made any borrowings from a financial institution or government and has not issued any debentures during the year.

(xi) According to the information and explanations given by the management, the provisions of section 197 read with Schedule V of the Act are not applicable to the Company and hence reporting under clause 3(xi) are not applicable and hence not commented upon.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management, there are no transactions with the related parties which attract the provisions of sections 188 and 177 of Companies Act, 2013. The details of such transactions with related parties have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

Annexure 2 to the Independent Auditorâs Report of even date on the financial statements of SpiceJet Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

To the Members of SpiceJet Limited

We have audited the internal financial controls over financial reporting of SpiceJet Limited (âthe Companyâ) as of March 31, 2016, in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

Auditorâs Responsibility

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 auditorâs 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 internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Companyâs 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 Companyâs 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 Companyâs assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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, 2016, 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 Chartered Accountants of India.

For S.R. BATLIBOI & ASSOCIATES LLP

Chartered Accountants

ICAI Firm registration number: 101049W/E300004

per Aniruddh Sankaran

Partner

Membership Number: 211107

Place: Gurgaon

Date: May 19, 2016

Mar 31, 2015

We have audited the accompanying financial statements of SpiceJet Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and 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 stated 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 accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 the design, implementation and maintenance of adequate internal financial control 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 there under. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as 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 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 but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, 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

In our opinion and to the best of our information and according to the explanations given to us, the 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, 2015, its loss and its cash flows for the year ended on that date.

Emphasis of Matter

a. We draw attention to Note 2 (a) of the financial statements which indicates that the Company has incurred a net loss of Rs. 6,870.54 million during the year ended March 31, 2015, and as of that date, the Company's total liabilities exceed its total assets by Rs. 12,645.20 million. These conditions, along with other matters as set forth in Note 2 (a), indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.

b. We draw attention to Note 42 of the financial statements regarding certain non-compliances of the requirements of the Companies Act, and classification of advances received towards securities proposed to be issued.

Our opinion is not qualified in respect of the above matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's report) Order, 2015 ("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 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the 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 purpose 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, Statement of Profit and Loss, and 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 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) The going concern matter described in the Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

(f) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of section 164 (2) of the Act;

(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 Â Refer Note 35 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure 1 referred to in paragraph 1 of the section "Report on other legal and regulatory requirements" of our report of even date

Re: SpiceJet Limited ('the Company')

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) Fixed assets have been physically verified by the management during the year and no material discrepancies were identified on such verification.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. Discrepancies noted on physical verification of inventories were not material, and have been properly dealt with in the books of account.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) and (b) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

(v) The Company has not accepted any deposits from the public. However, to the extent discussed in Note 42 of the financial statements, the Company is not in compliance with the provisions of section 73 to 76 and other relevant provisions of the Companies Act, 2013, and the rules framed there under, in relation to advances received towards securities proposed to be issued which are deemed as deposits under the Companies Act, 2013.

(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under clause 148 (1) of the Act for the products / services of the Company.

(vii) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues relating to employees' state insurance, sales-tax, customs duty, value added tax, cess and other material statutory dues applicable to it, except that undisputed statutory dues relating to provident fund have generally been regularly deposited with the appropriate authorities though there has been a delay in a few cases which were not serious in nature. Undisputed statutory dues relating to tax deducted at source and service tax have not been regularly deposited with the appropriate authorities and there have been serious delays in large number of cases. The provisions relating to excise duty and wealth tax are not applicable to the Company.

(b) According to the information and explanations given to us, undisputed amounts payable in respect of provident fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable are as follows:

Name of the Nature of dues Amount (Rs. in Period to which the Pending statute million) amount relates since date

Income Tax Act, Interest on delayed payment Rs. 267.03 April 2013 to Various 1961 of tax deducted at source million September 2014

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, value added tax and cess on account of any dispute, are as follows:

Name of the Nature of dues Amount Period to Forum where dispute is statute (Rs. in which the pending million) amount relates

Indian Customs Penalty upon delay in 82.69 March 1996 to High Court of Delhi Act, 1962 payment of customs duty August 1996

Finance Act, Service tax (including 154.56 April 2006 to Customs,Excise and Service 1994 penalty for delay) March 2012 Tax Appellate Tribunal

(viii) The Company's accumulated losses at the end of the financial year are more than fifty percent of its net worth. The Company has incurred cash losses in the current and immediately preceding financial year.

(ix) Based on our audit procedures and as per the information and explanations given by the management, the Company has defaulted in repayment of dues to a bank during the year to aggregating to the extent of Rs. 574.07 million (the delay in such repayments being for less than 83 days in each individual case). The Company has not defaulted in repayment of dues to debenture holders during the year. The Company did not have any dues to a financial institution during the year.

(x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xi) Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

(xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For S.R. BATLIBOI & ASSOCIATES LLP

Chartered Accountants

ICAI Firm Registration Number: 101049W

Aniruddh Sankaran

Partner

Membership Number: 211107

Place: Gurgaon

Date: May 28, 2015

Mar 31, 2014

We have audited the accompanying financial statements of SpiceJet Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and 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

Management is responsible for 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 accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956, read with General Circular 8/2014 dated April 4, 2014, issued by the Ministry of Corporate Affairs. This responsibility includes the design, implementation and maintenance of internal control 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 conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, 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.

Basis for qualified opinion

As more detailed in note 34 (a) (i) of the financial statements, no provision has been made for interest of Rs. 74.71 million up to March 31, 2014 (Rs. 74.71 million in the previous year), relating to earlier years, on the outstanding inter-corporate deposits taken by the Company. Had the same been accounted for, the net loss for the year ended March 31, 2014 and accumulated losses as at that date would have been higher by Rs. 74.71 million (Rs. 74.71 million in the previous year). Our audit report for the year ended March 31, 2013 was also qualified in respect of the above matter.

Qualified opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by the Companies Act, 1956 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 2 (a) which indicates that the Company has incurred a net loss of Rs 10,032.44 million during the year ended March 31, 2014 and as of that date, the Company''s total liabilities exceed its total assets by Rs 10,194.76 million. These conditions, along with other matters as set forth in Note 2 (a), indicate the existence of a material uncertainty regarding the Company''s ability to continue as a going concern. Management''s plans in this regard are more fully described in the said note.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) Except for the matter described in the Basis for Qualified Opinion paragraph, in our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956, read with General Circular 8/2014 dated April 4, 2014, issued by the Ministry of Corporate Affairs; and

(e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure referred to in paragraph 1 of the section "Report on other legal and regulatory requirements" of our report of even date Re: SpiceJet Limited (''the Company'')

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) There was no disposal of a substantial part of fixed assets during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. Discrepancies noted on physical verification of inventories were not material, and have been properly dealt with in the books of account.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4 (iii) (a) to (d) of the Companies (Auditor''s Report) Order, 2003 (as amended) ("CARO" or "Order) are not applicable to the Company and hence not commented upon.

(b) The Company has taken loan from a person covered in the register maintained under section 301 of the Companies Act, 1956. During the previous year, the Company had issued compulsorily convertible debentures to the same person, which was converted into equity shares during the year. The maximum amount involved during the year was Rs. 1,300.00 million, and the year-end balance of loans taken from such person, together with interest thereon was Rs. 758.98 million.

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of the Company.

(d) In respect of loans taken, repayment of the principal amount is as stipulated and payment of interest has been regular.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees five lakhs relating to sale of air tickets, advertisement costs of Rs. 14.49 million, voice processing charges and interest on short term borrowings have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

As regards the transactions made in pursuance of contracts and arrangements with persons covered under section 301 relating to advertisement expenses aggregating to Rs. 50.00 million relating to sponsorship charges, because of the unique and specialized nature of the items involved and absence of any comparable prices, we are unable to comment whether the transactions were made at prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its business.

(viii) To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956, for the products / services of the Company.

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including value added tax, investor education and protection fund, provident fund, employees'' state insurance, customs duty, cess and other material statutory dues applicable to it except for undisputed statutory dues relating to remittance of tax deducted at source and service tax, which have not been regularly deposited with the appropriate authorities and there have been serious delays in large number of cases. The provisions relating to excise duty and wealth tax are not applicable to the Company.

(b) According to the information and explanations given to us, undisputed dues in respect of tax deducted at source which were outstanding, at the year end, for a period of more than six months from the date they became payable, are as follows:

Name of the Nature of Amount Period to statute dues (Rs.in which the million) amount relates

Income Tax Act, Tax 45.40 June 2013 1961 deducted at source

Income Tax Act, Tax 94.10 July 2013 1961 deducted at source

Income Tax Act, Tax 85.74 August 2013 1961 deducted at source

Name of the Due date Date of payment statute

Income Tax Act,1961 July 7, 2013 NA

Income Tax Act,1961 August 7, 2013 NA

Income Tax Act,1961 September 7, 2013 NA

(c) According to the records of the Company, the dues outstanding of provident fund, income tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Name of the Nature of dues Amount (Rs. in statute million)

Indian Customs Penalty upon 82.69 Act, 1962 delay in payment of customs duty

Name of the statute Period to which Forum where the amount dispute is pending relates

Indian Customs March 1996 to High Court of Delhi Act, 1962 August 1996

(x) Without considering the consequential effects, if any, of matter described in the Basis for Qualified Opinion paragraph of our auditors'' report, the Company''s accumulated losses at the end of the financial year are more than fifty percent of its net worth. The Company has incurred cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Order (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Order (as amended) are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that funds amounting to approximately Rs.21,001.41 million raised on short term basis in the form of short term borrowings from banks and excess of current liabilities over current assets have been used for funding the operating losses of the Company.

(xviii) The Company has made preferential allotment of shares to a party covered in the register maintained under section 301 of the Companies Act, 1956. In our opinion the price at which shares have been issued is not prejudicial to the interest of the Company.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by public issues and accordingly, provisions of clause 4(xx) of the Order are not applicable to the Company.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For S.R. BATLIBOI & ASSOCIATES LLP Chartered Accountants ICAI Firm Registration Number: 101049W

per S. Balasubrahmanyam Partner Membership Number: 053315 Place : Chennai Date : May 16, 2014

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of SpiceJet Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and 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

Management is responsible for 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 accounting principles generally accepted in India, including the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control 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 conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, 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.

Basis for Qualified Opinion

As more detailed in note 34 (a) of the financial statements, no provision has been made for interest of Rs.74.71 million upto March 31, 2013 (Rs. 74.71 million in the previous year), relating to earlier years, on the outstanding inter-corporate deposits taken by the Company. Had the same been accounted for, the net loss for the year ended March 31, 2013 and accumulated losses as at that date would have been higher by Rs.74.71 million (Rs. 74.71 million in the previous year). Our audit report for the year ended March 31, 2012 was also qualified in respect of the above matter.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effect of the matter described in the Basis for Qualified Opinion paragraph, the 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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 2 (a) of the financial statements. The Company''s operating results has been materially affected due to various factors and as at March 31, 2013, the Company''s accumulated losses has fully eroded the net worth of the Company. The appropriateness of the going concern assumption is dependent on the Company''s ability to establish consistent profitable operations as well as raising adequate finance to meet its short term and long term obligations. Based on the mitigating factors discussed in the said note, management believes that the going concern assumption is appropriate and no adjustments have been made in the financial statements for the year ended March 31, 2013.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) Except for the matter described in the Basis for Qualified Opinion paragraph, in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; and

(e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure referred to in paragraph 1 of the section "Report on other legal and regulatory requirements" of our report of even date

Re: SpiceJet Limited (''the Company'')

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) There was no disposal of a substantial part of fixed assets during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. Discrepancies noted on physical verification of inventories were not material, and have been properly dealt with in the books of account.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4 (iii) (a) to (d) of the Companies (Auditor''s Report) Order, 2003 (as amended) ("CARO" or "Order") are not applicable to the Company and hence not commented upon.

(b) The Company has issued debentures to a person covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1,315.40 million and the year-end balance of the debentures, together with interest thereon was Rs. 1,315.40 million.

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of the Company.

(d) In respect of loans taken, no repayment is contemplated as the same is required to be compulsorily converted into equity shares as per terms of issue. The payment of interest has been regular except for the month of March 2013 which is overdue.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees five lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its business.

(viii) To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956, for the products / services of the Company.

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including investor education and protection fund, provident fund, employees'' state insurance, customs duty, cess and other material statutory dues applicable to it except for undisputed statutory dues relating to remittance of tax deducted at source, value added tax and service tax, which have not been regularly deposited with the appropriate authorities and there have been delays in large number of cases. The provisions relating to excise duty and wealth tax are not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of employees'' state insurance, income-tax, service tax, sales-tax, customs duty, excise duty, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of provident fund, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Name of the Nature of dues Amount (Rs. Period to which Forum where statute in million) the amount relates dispute is pending

Indian Customs Penalty upon 82.69 March 1996 to High Court of Delhi Act, 1962 delay in payment August 1996 of customs duty

(x) Without considering the consequential effects, if any, of matter described in the Basis for Qualified Opinion paragraph of our auditors'' report, the Company''s accumulated losses at the end of the financial year are more than fifty percent of its net worth. The Company has incurred cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution or banks. The Company has defaulted in repayment of interest aggregating to Rs. 15.40 million to debenture holders as at March 31, 2013, and the entire amount of such interest has not been paid as at the Balance Sheet date.

(xii) According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Order (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Order (as amended) are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that funds amounting to approximately Rs.9,452.78 million raised on short term basis in the form of short term borrowings from banks and excess of current liabilities over current assets have been used for funding the operating losses of the Company.

(xviii)The Company has made preferential allotment of shares to a party covered in the register maintained under section 301 of the Companies Act, 1956. In our opinion the price at which shares have been issued is not prejudicial to the interest of the Company.

(xix) The Company has unsecured debentures outstanding during the year, on which no security or charge is required to be created.

(xx) The Company has not raised any money by public issues and accordingly, provisions of clause 4(xx) of the Order are not applicable to the Company.

(xxi) We have been informed that the Company has not been able to recover Rs. 0.43 million of sales wherein travel tickets were purchased by passengers through unauthorized usage of credit cards. This amount has been charged to the statement of profit and loss for the year.

For S.R. BATLIBOI & ASSOCIATES LLP

Chartered Accountants

ICAI Firm registration number: 101049W

per S Balasubrahmanyam

Partner

Membership No.: 053315

Place of signature: Chennai

Date: May 24, 2013

Mar 31, 2012

1. We have audited the attached Balance Sheet of SpiceJet Limited ('the Company') as at March 31, 2012 and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As more detailed in note 34 (a) of the financial statements, no provision has been made for interest of Rs 74.71 million up to March 31, 2012, relating to earlier years, on the outstanding inter-corporate deposits taken by the Company. Had the same been accounted for, the net loss for the year ended March 31, 2012 and accumulated losses as at that date would have been higher by Rs 74.71 million, in this regard. Our audit report for the year ended March 31, 2011 was also qualified in respect of the above matter.

4. As more detailed in note 26 of the financial statements, the Company has not accounted for the foreign exchange differences on foreign currency borrowings to the extent they are regarded as an adjustment to interest cost as defined under paragraph 4(e) of Accounting Standard 16 Ã Borrowing Costs, as required under the said standard. In the absence of information relating to interest on comparable local borrowings, we are unable to comment on the consequential effect of the above on the loss for the year ended March 31, 2012.

5. Without qualifying our opinion, we draw attention to Note 2 (a) of the financial statements. The Company's operating results has been materially affected due to various factors and as at March 31, 2012, the Company's accumulated losses has fully eroded the net worth of the Company. Based on the mitigating factors discussed in the said note, management believes that the going concern assumption is appropriate and no adjustments have been made in the financial statements for the year ended March 31, 2012.

6. As required by the Companies (Auditor's Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

7. Further to our comments in the Annexure referred to above, we report that:

i. Except for the matter referred to in paragraph 4 above, we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii. The balance sheet, statement of profit and loss and cash flow statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, except for the matters referred to in paragraphs 3 and 4 above, the balance sheet, statement of profit and loss and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

v. On the basis of the written representations received from the directors, as on March 31, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

vi. In our opinion and to the best of our information and according to the explanations given to us, except for the effect of the matter stated in paragraph 3 above, and the possible effects of the matter stated in paragraph 4 above, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2012;

b) in the case of the statement of profit and loss, of the loss for the year ended on that date; and

c) in the case of cash flow statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 6 of our report of even date Re: SpiceJet Limited ('the Company')

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) There was no disposal of a substantial part of fixed assets during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (a) to (d) of the Companies (Auditor's Report) Order, 2003 ("CARO" or "Order) are not applicable to the Company and hence not commented upon.

(b) According to information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)(e) to (g) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees five lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its business.

(viii) To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956, for the products / services of the Company.

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including investor education and protection fund, employees' state insurance, customs duty, cess and other material statutory dues applicable to it except for undisputed statutory dues relating to provident fund, income-tax, sales-tax and service tax, which have not been regularly deposited with the appropriate authorities and there have been delays in large number of cases. The provisions relating to excise duty and wealth tax are not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of employees' state insurance, income-tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. The undisputed dues in respect of provident fund which were outstanding at the year-end for a period of more than 6 months from the date they became payable are as follows:

Name of the Nature of dues Amount Period to which Due Date statute (Rs. In the amount million) relates

Employees' Provident Fund 77.95 November 2008 March 14, 2011 Provident Contributions in to February Funds and respect of 2011 Miscellaneous International Provisions Act, Workers 1952

As more detailed in note 34 of the financial statements, subsequent to the year end, the Company has filed a writ petition with the Hon'ble Delhi High Court disputing the above demand.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth- tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Name of the Nature of dues Amount Period to which Due Date statute (Rs. In the amount million) relates

Indian Customs Penalty upon 82.69 March 1996 to High Court of Act, 1962 delay in August 1996 Delhi payment of customs duty

(x) Without considering the effects / possible effects of the matters stated in paragraphs 3 and 4 of our auditor's report, the Company's accumulated losses at the end of the financial year are more than fifty percent of its net worth. The Company has incurred cash loss during the year. In the immediately preceding financial year the Company had not incurred cash loss.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institutions or banks. The Company has no dues to debenture holders.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that funds amounting to approximately Rs. 7,344.98 million raised on short term basis by way of working capital inflows have been used for funding the operating losses of the Company.

(xviii) The Company has made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. In our opinion the price at which shares have been issued is not prejudicial to the interest of the Company.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by public issues and accordingly, provisions of clause 4(xx) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

(xxi) We have been informed that the Company has not been able to recover Rs. 0.69 million of sales wherein travel tickets were purchased by passengers through unauthorized usage of credit cards. This amount has been charged to the statement of profit and loss for the year.

For S.R. BATLIBOI & ASSOCIATES

Chartered Accountants

Firm registration number: 101049W

per S Balasubrahmanyam

Partner

Membership No.: 053315

Chennai May 30, 2012

Mar 31, 2011

1. We have audited the attached Balance Sheet of SpiceJet Limited ('the Company') as at March 31, 2011 and also the Profit and Loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. As more detailed in note 17.1 in schedule 22 to the financial statements, no provision has been made for interest relating to earlier years aggregating to Rs.74.71 million on the outstanding inter-corporate deposit of Rs. 50.0 million. Had the impact of the same been considered, the net profit (after tax) for the year ended March 31, 2011 would have been Rs.951.73 million instead of the reported net profit of Rs.1,011.55 million and the accumulated losses as at March 31, 2011 would have been Rs. 7,272.02 million instead of the reported accumulated loss of Rs. 7,212.20 million. The audit report of the preceding auditors for the year ended March 31, 2010 was also qualified in respect of the above matter.

5. Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

iv. Except for the matter referred to in paragraph 4 above, in our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

v. On the basis of the written representations received from the directors, as on March 31, 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, subject to the effect on the financial statements of the matter referred to in paragraph 4 above, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2011;

b) in the case of the profit and loss account, of the profit for the year ended on that date; and

c) in the case of cash flow statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 3 of our report of even date Re: SpiceJet Limited ('the Company')

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) There was no disposal of a substantial part of fixed assets during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) According to the information and explanation given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4 (iii) (a) to (d) of the Order are not applicable to the Company and hence not commented upon.

(b) The Company had taken a loan in earlier years from a Company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 389.46 million. As the loan was repaid during the year, the year-end balance of such loan was Rs. Nil.

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of the Company.

(d) In respect of loans taken, repayment of the principal amount is as stipulated and payment of interest has been regular.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding Rupees five lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the products / services of the Company.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases in respect of provident fund, tax deducted at source, value added tax and service tax.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441 A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of customs duty on account of any dispute, are as follows:

Name of Nature of dues Amount Period to which Forum where the statute (Rs) the amount relates dispute is pending

Indian Penalty upon 82.69 March 1996 to Delhi High Court Customs delay in Million August 1996 payment of Act, 1962 customs duty

According to information and explanations given to us, there are no dues of income tax, sales tax, wealth-tax, service tax, excise duty and cess which are outstanding on account of any dispute.

(x) The Company's accumulated losses at the end of the financial year are more than fifty percent of its net worth. The Company has not incurred cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company and as more fully explained in note 18 of schedule 22 to the financial statements, we report that funds amounting to approximately Rs.2,319 million raised on short term basis by way of working capital have been temporarily used for funding the pre- delivery payments for the acquisition of aircrafts. Management has represented that the Company has tied up long term funding in the form of term loan facility of Rs 2,500 million from a bank for the same purpose as at the balance sheet date which has been drawn down subsequently, as and when needed, to replenish the temporary utilization of short term funds.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company had unsecured foreign currency convertible bonds outstanding during the year, on which no security or charge was required to be created. These bonds were fully converted into equity shares during the course of the current year and such bonds are not outstanding as at the year-end.

(xx) The Company has not raised any money by public issues and accordingly, provisions of clause 4(xx) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

(xxi) We have been informed that the Company has not been able to recover Rs. 0.78 million of sales wherein travel tickets were purchased by passengers through unauthorized usage of credit cards. This amount has been recorded as an expense during the year. Further, we have been informed that an employee of the Company had misappropriated funds amounting to Rs. 0.58 million during the year under audit. The Company has filed a complaint with the authorities. This amount has been recorded as an expense during the year. Except for the foregoing, no fraud on or by the Company has been noticed or reported during the year.

For S.R. BATLIBOI & ASSOCIATES

Firm registration number: 101049W

Chartered Accountants

per S Balasubrahmanyam

Partner

Membership No.: 053315

Place: Chennai

Date: May 27, 2011

Mar 31, 2010

1. We have audited the attached Balance Sheet of SpiceJet Limited, (the Company) as at March 31, 2010, and also the Profi t and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto (collectively referred as the fi nancial statements). These fi nancial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these fi nancial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the fi nancial statements. An audit also includes assessing the accounting principles used and signifi cant estimates made by management, as well as evaluating the overall fi nancial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (the Order) (as amended), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (the Act), we enclose in the Annexure a statement on the matters specifi ed in paragraphs 4 and 5 of the Order.

4. Without qualifying our opinion, we draw attention to the Note 5 in the Schedule XVIII to the fi nancial statements which indicate that the Company has suffered recurring losses from operations in the past. Although, the Company has earned a profi t of Rs 614.49 million for the year ended March 31, 2010, without considering the impact of the matters mentioned in paragraph 5 below, amounting to Rs 74.71 million [Rs 62.01 million net of taxes], the Companys accumulated losses, as of that date, amounted to Rs 8,223.75 million, as against the Companys share capital and reserves of Rs 4,801.98 million. These conditions raise doubt about the Companys ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 5. The accompanying fi nancial statements do not include any adjustments that might result from the outcome of these uncertainties and also do not in- clude any adjustments relating to the recoverability and classifi cation of asset carrying amounts or the amount and classifi cation of liabilities that might be necessary should the Company be unable to con- tinue as a going concern.

5. As more fully explained in the note 2 of Schedule XVIII to the fi nancial statements, the Company has not ac- crued interest in respect of outstanding inter corporate deposits of Rs.50 million which as at March 31, 2010 amounts to Rs 74.71 million.

Had this interest been accrued, the net profi t after tax for the year would have been lower by Rs.62.01 million, accumulated losses as at March 31, 2010 would have been higher by Rs.62.01 million, current liabilities as at March 31, 2010 would have been higher by Rs.74.71 million and provisions as at March 31, 2010 would have been lower by Rs.12.70 million.

6. Further to our comments in the Annexure referred to above, we report that:

a. We have 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 appears from our examination of those books;

c. The financial statements dealt with by this report are in agreement with the books of account;

d. On the basis of written representations received from the directors, as on March 31, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualifi ed as on March 31, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act;

e. Subject to our comments in paragraph 5 above, in our opinion and to the best of our information and according to the explanations given to us, the fi nancial statements dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act and the Rules framed there under and 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, in the case of:

i) the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

ii) the Profi t and Loss Account, of the profi t for the year ended on that date; and

iii) the Cash Flow Statement, of the cash fl ows for the year ended on that date.

Annexure to the Auditors Report of even date to the members of SpiceJet Limited, on the fi nancial statements for the year ended March 31, 2010 Based on the audit procedures performed for the purpose of reporting a true and fair view on the fi nancial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of veri- fication of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventory followed by the management are reason- able and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, the provi- sions of clauses 4(iii) (b) to (d) of the Order are not applicable.

(b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, the provi- sions of clauses 4(iii) (f) and 4(iii)(g) of the Order are not applicable.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services.

(v) The Company has not entered into contracts or arrangements referred to in section 301 of the

Act. Accordingly, the provisions of clause 4(v) of the Order are not applicable.

(vi) The Company has not accepted any deposits from the public within the meaning of sec- tions 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Ac- cordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) To the best of our knowledge and belief, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act, in respect of the services rendered by the Company. Accordingly, the provisions of clause 4(viii) of the Order are not applicable.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, em- ployees state insurance, income-tax, sales-tax, wealth-tax, service-tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. No undisputed amounts payable in respect thereof were outstanding at the year end for a period of more than six months from the date they became payable.

(b) The dues outstanding in respect of sales-tax, income-tax, custom duty, wealth-tax, excise duty, cess on account of any dispute, are as follows:

Name of the Nature of dues Amount Period to which the Forum where dis- statute (Rs in million) amount relates pute is pending

Indian Customs Penalty upon 82.69 March 1996 to August Delhi High Court Act, 1962 delay in payment 1996 of custom duty

(x) In our opinion, the Companys accumulated losses at the end of the fi nancial year are more than fi fty percent of its net worth. The Company has not incurred cash losses during the year. In the preced- ing fi nancial year, the Company had incurred cash losses.

(xi) In our opinion, the Company has not defaulted in repayment of dues to a financial institution or a bank or debenture holders during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accord- ingly, the provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not appli- cable.

(xv) The Company has not given any guarantees for loans taken by others from banks or financial institutions. Accordingly, the provisions of clause 4(xv) of the Order are not applicable.

(xvi) In our opinion, the Company has applied the term loans for the purpose for which the loans were obtained.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has not created security in respect of Zero Coupon Foreign Currency Convertible Bonds outstanding during the year.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provi- sions of clause 4(xx) of the Order are not applicable.

(xxi) The Company has not been able to recover Rs 5.70 million of sales wherein travel tickets were purchased by passengers through unauthorized usage of credit card. This amount has been recorded as an expense during the period. Except for such unauthorized transactions, no fraud on or by the Company has been noticed or reported during the period covered by our audit.

for Walker, Chandiok & Co

Chartered Accountants

Firm Registration No: 001076N

per David Jones Partner

Membership No. 98113

Place: New Delhi Date: June 21, 2010

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