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Directors Report of Spicejet Ltd.

Mar 31, 2023

Boardâs Report

Dear Members,

It is our immense pleasure to present the 39^th Annual Report along with the audited financial statements of your Company for
the financial year ended March 31, 2023. The consolidated performance of the Company and its subsidiaries has been referred
to wherever required.

1. Financial Performance

The financial performance of the Company for the financial year 2022-23, on a standalone and consolidated basis, is
summarised below:

Particulars	Standalone		Consolidated
Particulars	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
TOTAL INCOME	98,597.50	75,445.60	98,418.89	75,717.15
Expenses
Operating Expenses	74,057.59	57,943.65	73,53791	57,671.36
Cost of inventory consumed	902.92	608.92	924.55	1,008.30
Employee Benefit Expenses	8,438.71	7,087.49	8,800.07	7,349.93
Selling Expenses	2,278.11	1,220.49	2,279.84	1,219.46
Other Expenses	13,251.53	7,982.82	13,252.79	7961.51
Earnings before interest, tax, depreciation and amortization	(331.36)	602.23	(376.27)	506.59
Depreciation and amortisation expense	(10,193.64)	(12,89732)	(10,227.41)	(12,933.36)
Finance Income	551.36	640.81	551.81	588.27
Finance Cost	(5,056.51)	(4,825.79)	(5,077.60)	(4,829.61)
Profit/ (Loss) before taxation and extraordinary items	(15,030.15)	(16,480.07)	(15,129.47)	(16,668.11)
Tax Expenses	-	-	-	-
Exceptional items	-	(774.58)	-	(774.58)
Profit/ (Loss) after taxation	(15,030.15)	(17,254.65)	(15,129.47)	(17,442.69)
Profit/ (Loss) brought Forward	(48,902.29)	(31,724.67)	(49,420.55)	(32,051.82)
Depreciation expense adjusted against reserves	-	-	-	-
Profit/ (Loss) for the year	(15,030.15)	(17,254.65)	(15,129.47)	(17,442.69)
Other comprehensive income	(1.10)	35.63	(0.48)	32.56
Transferred from general reserve	-	-	-	-
Other	25,599.01	41.40	25.61	41.40
Amount transferred to other equity	(38,334.53)	(48,902.29)	(64,524.89)	(49,420.55)

The standalone and consolidated financial statements
of the Company for the financial year ended March 31,
2023, have been prepared in accordance with the Indian
Accounting Standards as notified by the Ministry of
Corporate Affairs and as amended from time to time.

On a standalone basis, the Company achieved total
income of Rs.98,597.50 million during the current financial
year as against Rs.75,445.60 million in the previous
financial year and reported standalone loss of Rs.15,030.15

million during the current financial year as against loss of
Rs.17,254.65 million in the previous financial year.

2. State of Affairs and Material Development

(i) The Company is engaged in business of schedule
airline services and has completed its eighteenth
years of operation on May 23, 2023 making
flying more affordable for the common man and
connecting the unconnected parts of the country.
The Company reported highest load factor of 88%

for domestic scheduled flights with an increase
in load factor by 7.24% compared to last year.
The Company also operated 1,568 charter flights
carrying over 2,48,568 passengers.

(ii) Sale of cargo business undertaking: In terms of earlier
special resolution(s) passed by the members, the
Company, on March 31, 2023, inter-alia, entered into
a Business Transfer Agreement with its subsidiary
company namely SpiceXpress and Logistics Private
Limited (âSpiceXpressâ) for transfer of its cargo
business undertaking as a going concern, on slump
sale basis. Accordingly, SpiceXpress is now carrying
cargo business effective April 1, 2023.

The transfer of cargo business undertaking to
SpiceXpress will provide greater and differentiated
focus to cargo and logistics business and will allow
the possibility of raising capital for the business to
accelerate its growth. The transfer, with separate
and enhanced management focus, will provide
greater opportunity and flexibility in pursuing
long-term growth plans and strategies. It will also
assist the management in evaluating the business
performance as an independent entity while
leveraging and unlocking significant value for the
Company and its shareholders.

(iii) Dispute with erstwhile promoters: The Company
had, in earlier financial years, received amounts
aggregating to Rs.5,790.9 million from its erstwhile
promoters as advance money towards proposed
allotment of certain securities (189,091,378 share
warrants and 3,750,000 non-convertible cumulative
redeemable preference shares, issuable based on
approvals to be obtained), to be adjusted at the
time those securities were to be issued. Pursuant
to the legal proceedings in this regard before the
Hon''ble High Court of Delhi (the âCourtâ) between
the erstwhile promoters, the present promoter and
the Company, the Company was required to secure
an amount of Rs.3,290.89 million through a bank
guarantee in favour of the Registrar General of the
Court (âRegistrarâ) and to deposit the balance
amount of Rs.2,500 million with the Registrar. The
Company has complied with these requirements in
September 2017.

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

The Company, its present promoter and the
counterparties had challenged before the Court
various aspects of the Award, including the above-
mentioned interest obligations and rights (âSection
34 Petitionsâ). The Court vide its judgements dated
July 31, 2023 has dismissed Section 34 Petitions
filed by the Company, its present promoter and
the counterparties and thereafter the Company
preferred an appeal before the division bench of
the Court under Section 37 of the Arbitration and
Conciliation Act, 1996 which is pending adjudication.

In the execution petitions filed by the counterparties
(âExecution Petitionsâ), the Court vide its order
dated April 2, 2019 released Rs.2,500 million, out
of the amount deposited by the Company, to
the counterparty, subject to certain conditions
as enumerated by the Court in its order. Further,
pursuant to an order of the Court dated September
20, 2019, the Company has remitted an additional
Rs.582.19 million out of the guarantee placed with
the Court, to the counterparty, in October 2019.
All such payments made have been included
under other non-current assets. The Court vide its
order dated September 2, 2020 in the said matter,
directed the Company to deposit an amount of
Rs.2,429.37 million of interest component under
the Award (including the amount of Rs.924.66
million provided for as indicated earlier, without
prejudice to the rights of the Company under
law). The Company preferred a Special Leave
Petition before the Hon''ble Supreme Court of India
(âSupreme Courtâ) against the aforesaid Order
and the Supreme Court pursuant to its order dated
February 13, 2023 has modified the said order
dated September 2, 2020 passed by the Court and
directed to release the bank guarantee placed with
the Court (aggregating to Rs.2,707.81 million) to the
counterparty towards quantum of principal sum due
under the Award and pay an amount of Rs.750.00
million to the counterparty within period of three
months towards liability on account of interest. The
said amount of bank guarantee has been released
to the counterparties during the quarter ended
March 31, 2023 and accordingly entire principal
of Rs. 5,790.9 million has been paid. However, the
Company was unable to pay Rs. 750.00 million to
the counterparty within the prescribed timeline
and filed an application with Supreme Court for
extension of time which was dismissed. Thereafter,
the Company has further paid Rs.1,000.00 million
to the counterparties, in terms of the Court order

dated August 24, 2023 in the Execution Petitions,
to show its bona fide without prejudice to its rights
in the pending litigation.

(iv) Preferential issue: The Board of Directors of the
Company, at its meeting held on December 12,
2023, has approved the issue of up to 31,83,00,000
(Thirty One Crore Eighty Three Lakh only) equity
shares of the face value of Rs.10 (Rupees Ten)
each and up to 13,00,00,000 (Thirteen Crore only)
warrants, having option to apply for and be allotted
equivalent number of equity shares of the face value
of Rs.10 (Rupees Ten) each , on a preferential basis,
subject to approval of members. The aggregate
issue size for equity shares and warrants, having
option to apply for and be allotted equivalent
number of equity shares is Rs.22,41,50,00,000
(Rupees Twenty Two Hundred Forty One Crore
Fifty Lakh only). This fund raise will strengthen
financial position of the Company.

(v) Qualified Institutions Placement: The Company has
passed an enabling resolution to raise funds for an
amount not exceeding Rs.25.00 billion by way of
qualified institutions placement. The detailed terms
and conditions for the offer (including number
of equity shares to be issued, identification of
investors, price, quantum and timing of the issue) of
fund raising through qualified institution placement
will be determined by the Board in consultation with
the lead managers, advisors, placement agents and
such other agency or agencies as may be required
to be consulted by the Company, considering the
prevailing market conditions and in accordance
with the applicable provisions of the law and other
relevant factors.

(vi) During the financial year 2022-23, there was no
change in the nature of Company''s business.

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

3. Board of Directors and Key Managerial
Personnel

(i) As on March 31, 2023, the Board comprised five
meambers with an Executive Chairman & Managing
Director, besides three Independent Directors and
one Non-Executive Non-Independent Director, of
which one is a women director. During the financial
year 2022-23, the composition of the Board was
not as per the requirement of Regulation 17(1)
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as the Company
has not been able to appoint one independent
woman director and the total number of directors
are less than six. The Company is looking for a
suitable candidature for woman independent
director and after finalisation of such candidature,
the Company will file necessary application for

security clearance of such candidature as mandated
by Civil Aviation Requirements of Ministry of Civil
Aviation, Government of India.

(ii) The Board of Directors in its meeting held on
February 24, 2023 on the recommendation of
the Nomination and Remuneration Committee
has approved the re-appointment of Mr. Ajay
Singh (DIN: 01360684) as Managing Director of
the Company for a period of three (3) years with
effect from May 21, 2023 which was subsequently
approved by the members through postal ballot on
August 31, 2023.

(iii) Mr. Ajay Aggarwal (DIN: 00001122) was appointed
as an Independent Director of the Company for a
period of five years effective from February 11, 2019,
and he holds office as an Independent Director of
the Company upto February 10, 2024.

The Board of Directors of the Company in
its meeting held on December 4, 2023 on
the recommendation of the Nomination and
Remuneration Committee and after taking
into consideration the performance evaluation,
background, experience and contribution made by
Mr. Aggarwal during his tenure as an Independent
Director of the Company, decided to re-appoint
Mr. Aggarwal as an Independent Director of the
Company, for a second term of five consecutive
years, effective from February 11, 2024 to February
10, 2029, subject to requisite approval of members.

(iv) Mr. Manoj Kumar (DIN: 00072634) was appointed
as an Independent Director of the Company for a
period of five years effective from May 28, 2019,
and he holds office as an Independent Director of
the Company upto May 27, 2024.

The Board of Directors of the Company in its meeting
held on December 4, 2023 on the recommendation
of the Nomination and Remuneration Committee
and after taking into consideration the
performance evaluation, background, experience
and contribution made by Mr. Kumar during his
tenure as an Independent Director of the Company,
decided to re-appoint Mr. Kumar as an Independent
Director of the Company, for a second term of five
consecutive years, effective from May 28, 2024
to May 27, 2029, subject to requisite approval of
members.

(v) Mr. Ashish Kumar was appointed as Chief Financial
Officer of the Company with effect from September
9, 2022 consequent upon resignation of Mr. Sanjeev
Taneja from the post of Chief Financial Officer of
the Company effective August 31, 2022.

(vi) The remuneration paid to the Directors, Key
Managerial Personnel and Senior Management is in
accordance with the Nomination and Remuneration
Policy of the Company formulated in accordance
with Section 178 of the Companies Act, 2013 and
Regulation 19 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015.

4. Disclosure on Companyâs Policy on Directorsâ
Appointment and Remuneration

The Nomination and Remuneration Policy of the
Company was adopted by the Board based on the
recommendation of the Nomination and Remuneration
Committee. The Policy sets out criteria to pay equitable
remuneration to the Directors, Key Managerial Personnel
and other employees of the Company and to harmonise
the aspirations of human resources with the goals
of the Company. The Nomination and Remuneration
Policy is available on the website of the Company at
www.spicejet.com under the ''Investors'' section.

While formulating the Policy, the Board has ensured that
the level and composition of remuneration is reasonable
and sufficient to attract, retain and motivate directors
of the quality required to run the Company successfully,
relationship of remuneration to performance is clear and
meets appropriate performance benchmarks, and the
remuneration of the directors, key managerial personnel
and senior management involves a balance between
fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of
the company and its goals.

The Policy assist the Company to fulfill its responsibility
towards attracting, retaining and motivating the
Directors, Key Managerial Personnel, senior management
personnel and other employees through competitive
and reasonable remuneration in line with the corporate
and individual performance.

5. Board Evaluation

The Nomination and Remuneration Committee
conducted the Board evaluation for the year. The
evaluation of all the directors, committees, chairman of
the Board, and the Board as a whole was conducted based
on the criteria and framework adopted by the Board.
Further, details on the same are given in the Corporate
Governance Report which forms part of this report.

6. Declaration by Independent Directors

The independent directors on the Board of the Company
have submitted a declaration to the Board under Section
149(7) of the Companies Act, 2013, that they meet the
criteria of independence as laid down in Section 149(6)
of the Companies Act, 2013 read with the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015.

All independent directors of the Company have affirmed
compliance with the Schedule IV of the Companies Act,
2013 and the Company''s Code of Conduct for Board
Members and Senior Management.

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

In the opinion of Board of Directors of the Company,
independent directors on the Board of Company
hold highest standards of integrity and are highly
qualified, recognized and respected individuals in their

respective fields. The Company has an optimum mix of
expertise (including financial expertise), leadership and
professionalism.

7. Share Capital

During the financial year 2022-23, the paid-up share
capital of the Company has increased from Rs.6,017.97
million to Rs.6,018.46 million pursuant to allotment
of 49,050 equity shares of Rs.10 each under SpiceJet
Employee Stock Option Scheme - 2017.

There is no change in authorised share capital of the
Company during the financial year 2022-23.

8. Dividend

The Board of Directors have not recommended any
dividend for the financial year 2022-23.

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

9. Transfer to Reserves

The Company has made no transfers to reserves during
the financial year 2022-23.

10. Public Deposits

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

11. Annual Return

In accordance with the Companies Act, 2013, the annual
returns of the Company in the prescribed format are
available on the website of the Company at www.spicejet.
com under the ''Investors'' section. Annual return of the
Company for the financial year 2022-23, as required
under Section 92 (3) of the Companies Act, 2013, shall
also be placed on website of the Company.

12. Number of Meetings of the Board

During the financial year 2022-23, three (3) board
meetings were held, the details of which are given in
the Corporate Governance Report that forms part of
this report. The Company was unable to hold minimum
number of meetings of the Board due to a ransomware
attack in May 2022 which affected IT system(s) of the
Company and resulted in delay in completion of audit
process and conducting the meeting of the Board within
the prescribed timeline.

13. Directorsâ Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013,
in relation to the audited financial statements of the
Company for year ended March 31, 2023, the Directors
of the Company state that:

(i) in the preparation of the annual accounts, the
applicable accounting standards have been

followed along with proper explanation relating to
material departures, if any;

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

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

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

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

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

14. Particulars of Loans, Guarantees or
Investments under Section 186 of the
Companies Act, 2013

The Company has not granted any loan, given guarantee
or security or made investment under the provisions
of Section 186 of the Companies Act, 2013 during
the financial year under review except (i) loans to its
subsidiary companies as stated below (ii) investment
in subsidiary companies as stated in Annexure - A to
this report and (iii) investment of Rs.0.25 million in class
B-shares of Aeronautical Radio of Thailand Limited to
become member airline for availing advantageous rate
on air navigation charges in Thailand. Details of loan
given to subsidiaries as on March 31, 2023 is as below:

S. No.	Name of the Company	(Amount in Rs. million)
1.	SpiceJet Merchandise Private Limited	106.78
2.	SpiceJet Technic Private Limited	10.28
3.	Canvin Real Estate Private Limited	238.90
4.	SpiceXpress and Logistics Private Limited	1.00
5.	Spice Ground Handling Services Private Limited	0.20
6.	Spice Club Private Limited	0.20
7.	SpiceJet Interactive Private Limited	0.20

15. Particulars of Contracts or Arrangement
made with Related Parties

All transactions with related parties were reviewed
and approved by the Audit Committee and are in

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

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

The disclosure of related party transactions as required
under Section 134(3)(h) of the Companies Act, 2013 read
with Rule 8(2) of the Companies (Accounts) Rules, 2014
in Form AOC-2 is attached as Annexure - B and forms an
integral part of this report.

16. Subsidiaries

As on March 31, 2023, following are the subsidiaries of
the Company:

S. No.	Name	Business Activity
1.	SpiceJet Merchandise Private Limited	Business of consumer merchandise and goods through various channels
2.	SpiceJet Technic Private Limited	Engineering related service including but not limited to maintenance, repair and overhaul services of aircraft and its parts
3.	Canvin Real Estate Private Limited	Real estate business
4.	SpiceJet Interactive Private Limited	Information and communication technology
5.	Spice Club Private Limited	Loyalty and rewards programme management
6.	Spice Shuttle Private Limited	Charter operation by aeroplanes and/or helicopters
7.	SpiceXpress and Logistics Private Limited	Cargo transportation and logistics
8.	Spice Ground Handling Services Private Limited	Ground handling services
9.	SpiceTech System Private Limited	IT Services

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

to this report. The statement also provides details of
the performance and financial position of each of the
subsidiaries.

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

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

17. Corporate Governance and Management
Discussion and Analysis

Pursuant to Regulation 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, a
detailed report on the Management Discussion and
Analysis and Corporate Governance Report along with
Practicing Company Secretary''s Certificate regarding
compliance of conditions of corporate governance forms
an integral part of this report.

18. Particulars of Employees

The Company''s goal is to stay invested in employee''s
growth, provide them with development opportunities,
recognise their efforts and enable them to absorb our
value system. The Company focus on the workplace that
promotes a transparent and participative organisation
culture.

The Company has constituted an internal committee to
consider and resolve all sexual harassment complaints
reported by women and has also adopted a policy as per
the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 and has complied with the provisions of said Act. All
employees (permanent, contractual, temporary, trainees)
are covered under this policy. During the financial year
2022-23, seventeen complaints were received under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and as on March 31,
2023, one of the complaint was pending for its disposal.

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

The statement containing particulars of employees as
required under Section 197(12) of the Companies Act,
2013 read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
forms part of this report. In terms of the provisions of
Section 136(1) of the Companies Act, 2013 read with the

rules made thereunder, this report is being sent to all
members of the Company excluding the said annexure.
Any member interested in obtaining a copy of the
annexure may write to the Company.

19. Employees Stock Option Scheme

The members of the Company in its meeting held on
November 27, 2017 authorized the Board to introduce,
offer, issue and provide stock options to eligible
employees of the Company and its subsidiaries under
''SpiceJet Employee Stock Option Scheme - 2017''. The
maximum number of shares under this scheme shall not
exceed 10,000,000 equity shares. During the year under
review 49,050 grant was made under this scheme.

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

20. Corporate Social Responsibility

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

The Company has also constituted CSR Committee
comprising of Mr. Ajay Aggarwal as Chairperson and
Mr. Ajay Singh and Mrs. Shiwani Singh as Member which
inter-alia monitors the Company''s CSR Policy and
recommend the amount of CSR expenditure. During
the year under review, the CSR Committee met once
on February 14, 2023 with necessary quorum being
present at the meeting. As per Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014,
annual report on CSR activities is attached as Annexure
- D and forms an integral part of this Report.

21. Conservation of Energy and Technology
Absorption

Conservation of Energy: The management is highly
sensitive of the criticality of the conservation of energy
at all operational levels particularly of aviation turbine
fuel which is leading source of energy for aviation
activity. Adequate measures are taken to reduce energy
consumption whenever possible by using energy
efficient equipment and technology infusion. These
measures among other includes maintenance of engine
and airframe, flight planning, training to operational staff,
regular analysis etc.

Technology absorption: The Company has used
information technology comprehensively in its operations,
for more details please refer to Section 9 (Information
Technology) of Management Discussion and Analysis.

22. Statutory Auditors

The present Statutory Auditors of the Company, M/s.
Walker Chandiok & Co LLP, Chartered Accountants,
(ICAI Firm Registration No.: 001076N/N500013), was
appointed by members of the Company at its 36^thAnnual General Meeting held on December 24, 2020
to hold office till the conclusion of 41st Annual General
Meeting of the Company.

In accordance with Section 134(3)(f) of the Companies
Act, 2013, information and explanations to various
comments made by the Statutory Auditors in their
Report to the members are mentioned in the Notes to
the Accounts, which form part of the financial statements
for the year ended March 31, 2023.

23. Secretarial Auditors

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors of the Company appointed Mr.
Mahesh Kumar Gupta, Practicing Company Secretary
(ICSI Membership No.: FCS 2870) to undertake the
Secretarial Audit of the Company for financial year
ended on March 31, 2023. The Report of the Secretarial
Auditor is annexed as Annexure - E to this report.

In accordance with Section 134(3)(f) of the Companies
Act, 2013, response (wherever necessary) to the
observations in the Secretarial Audit Report are as under:

(i) Composition of Board of Directors: The airline
industry has been affected by unprecedented
Covid-19 pandemic and is taking longer time to
recoup. This has not only affected the Company''s
operations but also deteriorated its financial positions
which is creating serious apprehension in the mind
of prospective candidate for independent director.
The duty and responsibilities of director prescribed
under the applicable laws vis-a-vis present financial
conditions of the Company is not encouraging
prospective candidate for appointment in the
Company as independent director. Notwithstanding
the above, the Company is still looking for a suitable
candidature for independent woman director and
after finalisation of such candidature, the Company
will file necessary application for security clearance
of such candidature as mandated by Civil Aviation
Requirements of Ministry of Civil Aviation

(ii) Number of Board Meetings and Audit Committee
Meetings: During May 2022, a ransomware attack
affected IT system(s) of the Company and access
to data and computer systems were blocked. This
has resulted in delay in completion of audit process
and conducting the Board Meeting and Audit
Committee Meeting within the prescribed timeline.

(iii) Delay in submission of financial results to stock
exchange: The delay in submission of financial results
of the Company to stock exchange for financial

year ended March 31, 2022 and quarter ended June
30, 2022 - The delay was due to ransomware attack
on IT system of the Company.

The delay in submission of financial results of the
Company to stock exchange for quarter ended
December 31, 2022 - The delay was due to nonÂ¬
availability of requisite quorum for the Audit Committee
Meeting scheduled on February 14, 2023 (within
statutory time limit) to consider and recommend the
financial results for quarter ended December 31, 2022
to the Board for their consideration.

(iv) Structural Digital Database: The Company has
procured necessary software to maintain the
prescribed database in January 2023. However,
during the review period, no UPSI entry has been
maintained by the Company.

(v) Dispute with erstwhile promoter: In view of the
uncertainties involved in the matter, management
believes that the manner, timing and other related
aspects of adjustment of amounts, are currently not
determinable. Based on their assessment and legal
advice obtained, management is of the view that
any possible consequential effects, including penal
consequences and any compounding thereof, will not
have a material impact on the financial statements.

In terms of Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 as amended read with SEBI Circulars bearing nos.
CIR/CFD/CMD1/27/2019 and CIR/CFD/CMD1/114/2019
dated February 8, 2019 and October 18, 2019 respectively
along with Circular issued by stock exchange i.e. BSE
Limited dated March 16, 2023, the Secretarial Auditor
has also issued a Secretarial Compliance Report on May
30, 2023 for the year ended March 31, 2023.

24. Reporting of frauds by auditors

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

25. Cost records and cost audit

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

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

Details of applications made or pending during financial
year ended March 31, 2023 under the Insolvency and
Bankruptcy Code, 2016 against the Company are as follows:

S. No.	Name of Applicant	Amount (Rs. In millions)	Date of filing	Present status
1.	Acres Buildwell Private Limited	32.49	August 29, 2022	Parties settled the matter
2.	Willis Lease Finance Corporation	901.83	February 23, 2023	Dismissed as withdrawn

27. Secretarial Standards

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

28. Business Responsibility and Sustainability
Report

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

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

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

30. Foreign Exchange Earnings and Outgo

The details of Foreign Exchange earnings and outgo for
the financial year ended March 31, 2023 are set out below:

Particulars	Amount (Rs. in millions)
Foreign Exchange Earnings	10,906
Foreign Exchange Outgo	24,590

31. Internal Controls and Risk Management

The Company believes that strong internal control
systems that are commensurate with the scale, scope and
complexity of its operations are correlated to the principle
of governance and therefore the Company remains
committed to ensuring a mature and effective internal
control environment that, inter alia, provides assurance
on orderly and efficient conduct of operations, security
of assets, prevention and detection of frauds/errors,
accuracy and completeness of accounting records and
Management Information Systems, timely preparation
of reliable financial information, adherence with relevant
statutes and compliance with related party transactions.

The Company has aligned its systems of internal financial
control with the requirement of Companies Act, 2013. This
is intended to increase transparency and accountability in
the organisation process of designing and implementing
a system of internal control. The framework requires
a company to identify and analyse risks and manage
appropriate responses. The Company has successfully
laid down the framework and ensured its effectiveness.

The Company also recognises that risk is an integral
part of business and is committed to managing the
risks in a proactive and efficient manner. The Company
has established a framework to actively manage all
the material risks faced by the Company, in a manner
consistent with the company''s strategy. This covers all
business risks including strategic risk, operational risks
including fraud and cyber risks, foreign exchange risk,
fuel price risk and financial risks. The Company has laid
down procedures to inform Board of Directors about

risk assessment and minimisation procedures. These
procedures are periodically reviewed to ensure that
executive management is controlling risks through
properly defined framework. The system of risk
assessment and follow-up procedure is in place and
considering its increased operations the Company
continues to reassess its risk management plan.

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, the work performed by the Internal Auditor,
Statutory Auditors and Secretarial Auditor and external
consultants, including the audit of internal financial
controls over financial reporting by the Statutory
Auditors and the reviews performed by management
and the relevant Board Committees, including the
Audit Committee, the Board is of the opinion that the
Company''s internal financial controls were adequate and
effective during the year ended March 31, 2023.

The Company''s risk management process is designed
to identify and mitigate risks that have the potential
ability to materially impact our business objectives.
The Company adopts mitigation measures to reduce
the adverse effects of risks. The Company has a risk
management policy which acts as a guiding document
for the purpose of identifying and mitigating risk.

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

32. Acknowledgement

We thank our valued customers, partners, vendors,
investors and bankers for their continued confidence
and support during the year and playing a significant
role in the continued business excellence achieved by
the Company. We place on record our appreciation of
the contribution made by our employees at all fronts.
Our consistent growth was made possible by their hard
work, solidarity, cooperation and support.

We thank the Government of India particularly the
Ministry of Civil Aviation, Ministry of Corporate Affairs,
Ministry of Finance, Directorate General of Civil Aviation
and other regulatory authorities for their cooperation,
support and guidance.

For and on behalf of the Board
Sd/-

Place : Gurugram Ajay Singh

Date : December 12, 2023 Chairman & Managing Director

Mar 31, 2022

Your Directors are pleased to submit this report of the business and operations of your Company, along with the audited financial statements for the financial year 2021-22. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial Performance

The financial performance of the Company for the financial year 2021-22, on a standalone and consolidated basis, is summarised below:

			(Amount in '' million)
Particulars	Standalone		Consolidated
	March 31, 2022	March 31, 2021	March 31, 2022	March 31, 2021
TOTAL INCOME	75,445.60	59,458.74	75,717.15	59,514.86
Expenses
Operating Expenses	57,943.65	39,075.14	57,671.36	38,990.47
Cost of inventory consumed	608.92	734.73	1,008.30	910.93
Employee Benefit Expenses	7,273.99	6,762.36	7,536.42	6,852.78
Selling Expenses	1,220.49	758.30	1,219.46	766.76
Other Expenses	7,796.32	2,260.36	7,775.02	2,332.66
Earnings before interest, tax, depreciation and	1,883.85	9,867.85	506.59	9,661.26
amortization
Depreciation and amortisation expense	12,89732	15,579.56	12,933.36	15,611.93
Finance Income	(640.81)	(538.57)	(588.27)	(468.38)
Finance Cost	4,825.79	4,809.87	4,829.61	4,816.57
Profit/ (Loss) before taxation and extraordinary items	(16,480.07)	(9,983.02)	(16,668.11)	(10,298.86)
Tax Expenses	-	-	-	-
Exceptional items	(774.58)	-	(774.58)	-
Profit/ (Loss) after taxation	(17,254.65)	(9,983.02)	(17,442.69)	(10,298.86)
Profit/ (Loss) brought Forward	(17,254.65)	(9,983.02)	(17,442.69)	(10,298.86)
Depreciation expense adjusted against reserves	-	-	-	-
Profit/ (Loss) for the year	(17,254.65)	(9,983.02)	(17,442.69)	(10,298.86)
Other comprehensive income	35.63	16.99	32.56	16.99
Transferred from general reserve	-	-	-	-
Other	-	-	-	-
Amount transferred to retained earning	(17,219.02)	(9,966.03)	(17,410.13)	(10,281.87)
Notes: The above figures are extracted from the audited standalone and consolidated financial statements of the Company. The amount shown in bracket () in the above table are negative in value.

The standalone and consolidated financial statements of the Company for the financial year 2021-22, have been prepared in accordance with the Indian Accounting Standards as notified by the Ministry of Corporate Affairs and as amended from time to time.

On a standalone basis, the Company achieved total income of ''75,445.60 million during the current financial year as against ''59,458.74 million in the previous financial year and reported standalone loss of ''17,254.65 million during the current financial year

as against ''9,983.02 million in the previous financial year. On consolidated basis, the Company achieved total income of ''75,717.15 million during the current financial year as against ''59,514.86 million in the previous financial year and reported consolidated loss of ''17,442.69 million during the current financial year as against ''10,298.86 million in the previous financial year. The Company''s revenue continued to be impacted by Covid-19 and high fuel price during the financial year ended March 31, 2022.

The operating environment during the financial year ended March 31, 2022 remained extremely challenging and was marked by uncertainty and volatility due to the Covid-19 pandemic and high fuel prices. Geopolitical tensions towards the end of the financial year exacerbated the situation, while the Company demonstrated remarkable resilience and navigated the dynamic environment leveraging the experiences from prior waves of the pandemic.

2. State of Affairs and Material Development

(i) The Company is engaged in business of schedule airline services and has completed its seventeenth years of operation on May 23, 2022. During the financial year ended March 31, 2022, the Company maintained highest load factor of 80.4% for domestic schedule flights and increased its load factor by 4% as compared to last financial year. The Company also operated more than 100 charter flights on wide body Boeing 767 carrying 30,000 passengers to Toronto (Canada), Maldives, Rome & Bergamo.

(ii) The Company is also engaged in cargo business and operates on both domestic and international routes and is powered by fully integrated transportation network including air cargo, ground transportation and warehousing facilities across the country. During the financial year 2021-22, the Company continues to remain leading air cargo operator in India. The Company was awarded as best Cargo Carrier by the Associated Chambers of Commerce & Industry of India in February 2022 and best Cargo Air Carrier by the Ministry of Civil Aviation in March 2022.

(iii) The members of the Company earlier approved transfer of cargo business undertaking to its subsidiary SpiceXpress and Logistics Private Limited along with all related assets and liabilities, inter-alia, know-how, trademark, licenses, franchises, customer contracts, distribution network etc. This transfer of cargo business undertaking to SpiceXpress and Logistics Private Limited will provide greater and differentiated focus to cargo and logistics business and will allow raising capital for the business to accelerate its growth. This transfer of cargo business undertaking is in progress and the Company is awaiting approval from one of its lender as per the terms of the financial facilities availed from them.

(iv) Dispute with erstwhile promoters: The Company had, in earlier financial years, received amounts aggregating to ''5,790.9 million from its erstwhile promoters as advance money towards proposed allotment of certain securities (189,091,378 share warrants and 3,750,000 non-convertible cumulative redeemable preference shares, issuable based on approvals to be obtained), to be adjusted at the time those securities were to be issued. Pursuant to the legal proceedings in this regard before the Hon''ble High Court of Delhi (âCourtâ) between the erstwhile promoters, the present promoter and the Company, the Company was required to secure

an amount of ''3,290.89 million through a bank guarantee in favour of the Registrar General of the Court (âRegistrarâ) and to deposit the balance amount of ''2,500 million with the Registrar. The Company has complied with these requirements.

The parties to the aforementioned litigation concurrently initiated arbitration proceedings before a three-member arbitral tribunal (the âTribunalâ), which pronounced its award on July 20, 2018 (the âAwardâ). In terms of the Award, the Company was required to (a) refund an amount of approximately ''3,082.19 million to the counterparty, (b) explore the possibility of allotting non-convertible cumulative redeemable preference shares in respect of approximately ''2,708.70 million, failing which, refund such amount to the counterparty, and (c) pay interest calculated to be ''924.66 million (being interest on the amount stated under (a) above, in terms of the Award). The amounts referred to under (a) and (b) above, aggregating ''5,790.89 million, continue to be carried as current liabilities without prejudice to the rights of the Company under law. Further, the Company was entitled to receive from the counterparty, under the said Award, an amount of ''290.00 million of past interest/servicing charges. Consequent to the Award, and without prejudice to the rights and remedies it may have in the matter, the Company accounted for ''634.66 million as an exceptional item (net) during the year ended March 31, 2019, being the net effect of amount referred to under (c) and interest/servicing charges receivable of ''290.00 million, above. During the year ended March 31, 2019, the Court had ordered release of ''2,500 million, out of the amount deposited by the Company, to the counterparty, subject to certain conditions as enumerated by the Court in its order. Further, pursuant to an order of the Court dated September 20, 2019, the Company has remitted an additional ''582.19 million out of the guarantee placed with the Court, to the counterparty, in October 2019. All such payments made have been included under other non-current assets.

The Company, its present promoter and the counterparties have challenged various aspects of the Award, including the above-mentioned interest obligations and rights, petitions for which have been admitted by the Court, as a result of which the matter is currently sub-judice.

Further, the Court vide its order dated September 2, 2020 in the said matter, directed the Company to deposit an amount of ''2,429.37 million of interest component under the Award (including the amount of ''924.66 million provided for as indicated earlier, without prejudice to the rights of the Company under law). The Company preferred a Special Leave Petition before the Hon''ble Supreme Court of India against the aforesaid Order and the Hon''ble Supreme Court of India pursuant to its order dated November 6, 2020, has stayed the deposit of ''2,429.37 million. Further, the Hon''ble Supreme

Court of India vide its order dated August 16, 2022, on the joint request of the parties, has appointed a meditator to explore the possibilities of amicable settlement of the disputes between the parties.

(v) Boeing 737 MAX aircraft: The Directorate General of Civil Aviation in August 2021 approved the long awaited entry into service of the grounded fleet of fuel efficient Boeing 737 MAX aircraft. Consequently, the Company received various cash and non-cash accommodation from the aircraft manufacturer to settle the outstanding claims related to the grounding of Boeing 737 MAX aircraft and its return to service. This settlement not only brought back into operations the grounded Boeing 737 MAX aircraft but also allowed induction of more efficient and younger MAX aircraft into the fleet. The settlement also ensures the resumption of new aircraft deliveries from our order of 155 MAX aircraft.

(vi) Covid-19 pandemic: The global travel & tourism industry has been severely impacted by the Covid-19 pandemic over the last two years. As per Government guidelines, the Company had stopped all passenger travel from March 25, 2020 to May 24, 2020. The Government allowed operations of the domestic flights effective May 25, 2020 in a calibrated manner. The operation was ramping up in a phased manner in accordance with Government directions, however, starting March 2021, the second wave of the Covid-19 had hit the country which led to significant drop in demand and as per revised Government guidelines the domestic operation was also restricted which continued to have severe impact on the Company''s revenue and profitability in the first two quarters. Subsequently, the third wave of the Covid-19 in December 2021/January 2022 again impacted the passenger travel demand and consequently Company''s revenue and cash flow were adversely impacted.

The impact of Covid-19 is not specific to the Company but is applicable across the entire aviation industry within and outside India. While there is uncertainty in the revenue operation in the short-term, the same is expected to normalise in the long-term. While generally the passenger business was subdued, the Company enhanced its cargo operations through dedicated fleet of freighter aircraft and passenger converted aircraft. The management is confident that they have considered all known potential impacts arising from the Covid-19 pandemic on the Company''s business, and where relevant, have accounted for the same in the financial statements of the Company. However, the Company continues to monitor any material change to future economic conditions on account of Covid-19 to assess any possible impact on the Company.

(vii) Ransomware attack: The Company witnessed a ransomware attack on Information Technology (IT) system(s) on May 25, 2022 which affected

the completion of the audit process within the stipulated time. Immediately, the Company took corrective measures with assistance of cyber experts and authorities and also informed CERT-In (Indian Computer Emergency Response Team) about the ransomware attack to investigate the root causes and to further suggest remedial steps. Basis the corrective measures, the Company was able to retrieve the IT system(s) after the said ransomware attack. The Company has also revalidated the books of accounts in order to detect any possible error as a result of said ransomware attack.

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

3. Board of Directors

(i) In terms of the provision of Section 152(6) of the Companies Act, 2013, Mr. Ajay Singh is liable to retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

(ii) The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(iii) The Nomination and Remuneration Committee conducted the Board evaluation for the year. The evaluation of all the directors, committees, chairman of the Board, and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

(iv) During the financial year 2021-22, the composition of the Board was not as per the requirement of Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as the Company could not appoint one independent woman director and the total number of directors are less than six. The Company is looking for a suitable woman candidate for appointment as independent director and in terms of Civil Aviation Requirements, will file necessary application with Ministry of Civil Aviation, Government of India to obtain security clearance once the candidature for such appointment is finalised.

4. Share Capital

During the financial year 2021-22, the paid-up share capital of the Company has increased from ''6,009.37 million to ''6,01797 million pursuant to allotment of 8,59,712 equity shares of ''10 each under SpiceJet Employee Stock Option Scheme - 2017.

There is no change in authorised share capital of the Company during the financial year 2021-22.

5. Dividend

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

The Board of Directors have not recommended any dividend for the financial year 2021-22.

6. Transfer to Reserves

The Company has made no transfers to reserves during the financial year 2021-22.

7. Public Deposits

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

8. Annual Return

In accordance with the Companies Act, 2013, the annual returns of the Company in the prescribed format are available on the website of the Company at www.spicejet.com under the "Investors" section. Annual return of the Company for the financial year 2021-22, as required under Section 92 (3) of the Companies Act, 2013, shall also be placed on website of the Company.

9. Particulars of Contracts or Arrangement made with Related Parties

The Board of Directors of the Company has formulated a policy on materiality of related party transactions and also on dealing with related party transactions pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and the same is available on the website of the Company at www.spicejet.com under the "Investors" section.

All related party transactions that were entered into during the financial year under review were on arm''s

length basis and were in the ordinary course of business. All related party transactions have been placed before the Audit Committee and Board for their approval as per the provisions of the Companies Act, 2013. No material related party transactions (i.e. transactions exceeding the thresholds as defined under the Companies Act, 2013), were entered during the financial year 2021-22 by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

10. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

The Company has not granted any loan, given guarantee or security or made investment under the provisions of Section 186 of the Companies Act, 2013 during the financial year under review except (i) investment in subsidiary companies as stated in Annexure - A to this report and (ii) an investment of ''0.17 million in class B-shares of Aeronautical Radio of Thailand Limited to become member airline for availing advantageous rate on air navigation charges in Thailand.

As on March 31, 2022, the Company has also provided loan to its subsidiaries as per below details:

S. No.	Name of the Company	(Amount in '' million)
1.	SpiceJet Merchandise Private Limited	103.28
2.	SpiceJet Technic Private Limited	25.28
3.	Canvin Real Estate Private Limited	238.90
4.	SpiceXpress and Logistics Private Limited	1.00

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

11. Subsidiaries

As on March 31, 2022, following are the subsidiaries of the Company:

S. No.	Name	Business Activity
1.	SpiceJet Merchandise Private Limited	Business of consumer merchandise and goods through various channels
2.	SpiceJet Technic Private Limited	Engineering related service including but not limited to maintenance, repair and overhaul services of aircraft and its parts
3.	Canvin Real Estate Private Limited	Real estate business
4.	SpiceJet Interactive Private Limited	Information and communication technology
5.	Spice Club Private Limited	Loyalty and rewards programme management
6.	Spice Shuttle Private Limited	Charter operation by aeroplanes and/or helicopters
7.	SpiceXpress and Logistics Private Limited	Cargo transportation and logistics
8.	Spice Ground Handling Services Private Limited	Ground handling services
9.	SpiceTech System Private Limited	IT Services

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

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

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

12. Number of Meetings of the Board

During the financial year 2021-22, five (5) board meetings were held, the details of which are given in the Corporate Governance Report that forms part of this report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

13. Directorsâ Responsibility Statement

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS). The Ind AS are prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015.

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for year ended March 31, 2022, the Directors of your Company hereby state that:

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

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

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

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

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

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

14. Reporting of frauds by Auditors

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

15. Corporate Governance and Management Discussion and Analysis

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on the Management Discussion and Analysis and Corporate Governance Report along with Practicing Company Secretary''s Certificate regarding compliance of conditions of corporate governance forms an integral part of this report.

16. Particulars of Employees

The Company''s goal is to stay invested in employee''s growth, provide them with development opportunities, recognise their efforts and enable them to absorb our value system. The Company focus on the workplace that promotes a transparent and participative organisation culture.

The Company has constituted an internal committee to consider and resolve all sexual harassment complaints reported by women and has also adopted a policy as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the financial year 2021-22, 15 complaints were received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and as on March 31, 2022, none of the complaint was pending for its disposal.

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

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. In terms of the provisions of

Section 136(1) of the Companies Act, 2013 read with the rules made thereunder, this report is being sent to all members of the Company excluding the said annexure. Any member interested in obtaining a copy of the annexure may write to the Company.

17. Employees Stock Option Scheme

The members of the Company in its meeting held on November 27, 2017 authorized the Board to introduce, offer, issue and provide stock options to eligible employees of the Company and its subsidiaries under ''SpiceJet Employee Stock Option Scheme - 2017''. The maximum number of shares under this scheme shall not exceed 10,000,000 equity shares. During the year under review no grant was made under this scheme.

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

18. Corporate Social Responsibility

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

The Company has also constituted CSR Committee comprising of Mr. Ajay Aggarwal as Chairperson and Mr. Ajay Singh and Mrs. Shiwani Singh as Member which inter-alia monitors the Company''s CSR Policy and recommend the amount of CSR expenditure. During the year under review, the CSR Committee met once on February 15, 2022 with necessary quorum being present at the meeting. As per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, annual report on CSR activities is attached as Annexure - C and forms an integral part of this Report.

19. Conservation of Energy and Technology Absorption

Conservation of Energy: The management is sensitive to the criticality of the conservation of energy at all operational levels particularly of aviation turbine fuel which is leading source of energy for aviation activity. Adequate measures are taken to reduce energy consumption whenever possible by using energy efficient equipment and technology infusion. These measures among other includes maintenance of engine and airframe, flight planning, training to operational staff, regular analysis etc.

Technology absorption: The Company has used information technology comprehensively in its operations,

for more details please refer to Section 9 (Information

Technology) of Management Discussion and Analysis.

20. Statutory Auditors

(i) The present Statutory Auditors of the Company, M/s. Walker Chandlok & Co LLP, Chartered Accountants, (ICAI Firm Registration No.: 001076N/N500013), was appointed by members of the Company at its 36^th Annual General Meeting held on December 24, 2020 to hold office till the conclusion of 41^st Annual General Meeting of the Company.

(ii) In accordance with Section 134(3)(f) of the Companies Act, 2013, information and explanations to various comments made by the Statutory Auditors in their Report to the members are mentioned in the Notes to the Accounts, which form part of the Balance Sheet for the year ended March 31, 2022.

21. Secretarial Auditors

(i) Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company appointed Mr. Mahesh Kumar Gupta, Practicing Company Secretary to undertake the Secretarial Audit of the Company for financial year ended on March 31, 2022. The Report of the Secretarial Auditor is annexed as Annexure - D to this Report.

(ii) In accordance with Section 134(3)(f) of the Companies Act, 2013, response (wherever necessary) to the observations in the Secretarial Audit Report are as under:

Observation regarding composition of Board: The Company is still looking for a suitable candidature for woman independent director and after finalization of such candidature, the Company will file necessary application for security clearance of such candidature as mandated by Civil Aviation Requirements of Ministry of Civil Aviation.

Observation regarding receipt of money from erstwhile promoter: In view of the uncertainties involved in the matter, management believes that the manner, timing and other related aspects of adjustment of these amounts, are currently not determinable. Based on their assessment and legal advice obtained, management is of the view that any possible consequential effects, including penal consequences and any compounding thereof, will not have a material impact on the financial statements.

(iii) In terms of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circulars bearing nos. CIR/CFD/CMD1/27/2019 and CIR/CFD/ CMD1/114/2019 dated February 8, 2019 and October 18, 2019 respectively, the Secretarial Auditor has also issued a Secretarial Compliance Report for the year ended March 31, 2022.

22. Cost records and cost audit

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

23. Secretarial Standards

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

24. Business Responsibility Report

Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate the inclusion of Business Responsibility Report as part of Annual Report by the Company. In compliance with the said Regulation, we have annexed the Business Responsibility Report for financial year ended March 31, 2022 as Annexure - E.

25. Foreign Exchange Earnings and Outgo

The details of Foreign Exchange earnings and outgo for the financial year ended March 31, 2022 are set out below:

Particulars	Amount ('' in millions)
Foreign Exchange Earnings	24,639
Foreign Exchange Outgo	42,885

26. Internal Controls and Risk Management

The Company believes that strong internal control systems that are commensurate with the scale, scope and complexity of its operations are correlated to the principle of governance and freedom of management and therefore the Company remains committed to ensuring a mature and effective internal control environment that, inter-alia, provides assurance on orderly and efficient conduct of operations, security of assets, prevention and detection of frauds/errors, accuracy and completeness of accounting records and Management Information Systems, timely preparation of reliable financial information, adherence with relevant statutes and compliance with related party transactions.

The Company has aligned its systems of internal financial control with the requirement of Companies Act, 2013. This is intended to increase transparency and accountability in the organisation process of designing and implementing a system of internal control. The framework requires a company to identify and analyse risks and manage appropriate responses. The company has successfully laid down the framework and ensured its effectiveness.

The Company also recognises that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company

has established a framework to actively manage all the material risks faced by the Company, in a manner consistent with the company''s strategy. This covers all business risks including strategic risk, operational risks including fraud and cyber risks, foreign exchange risk, fuel price risk and financial risks. The Company has laid down procedures to inform Board of Directors about risk assessment and minimisation procedures. These procedures are periodically reviewed to ensure that executive management is controlling risks through properly defined framework. The system of risk assessment and follow-up procedure is in place and considering its increased operations the Company continues to reassess its risk management plan.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditor, Statutory Auditors and Secretarial Auditor and external consultants, including the audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the year ended March 31, 2022.

The Company''s risk management process is designed to identify and mitigate risks that have the potential ability to materially impact our business objectives. The Company adopts mitigation measures to reduce the adverse effects of risks. The Company has a risk management policy which acts as a guiding document for the purpose of identifying and mitigating risk.

27. Acknowledgement

We thank our valued customers, partners, vendors, investors and bankers for their continued confidence and support during the year and playing a significant role in the continued business excellence achieved by the Company. We place on record our appreciation of the contribution made by our employees at all fronts. Our sustaining momentum was made possible by their resilience and perseverance.

We thank the Government of India particularly the Ministry of Civil Aviation, Ministry of Corporate Affairs, Ministry of Finance, Directorate General of Civil Aviation and other regulatory authorities for timely acknowledgement of the challenges faced by the industry and taking corrective actions to sustain our operations.

For and on behalf of the Board Sd/-

Place : Gurugram Ajay Singh

Date : November 14, 2022 Chairman & Managing Director

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 34^th Annual Report together with the Audited Financial Statements of your Company for the year ended March 31, 2018.

1. FINANCIAL STATEMENTS AND RESULTS

The Companyâs performance during the year ended March 31, 2018 compared to the previous financial year, is summarised below:

(Amount in Rs. million)

Particulars	Standalone		Consolidated
	March 31, 2018	March 31, 2017	March 31, 2018	March 31, 2017
TOTAL REVENUE	78,793.66	62,714.00	78,838.09	62,714.96
Expenses
Operating Expenses	55,565.55	44,325.13	55,565.55	44,325.17
Cost of inventory consumed	-	-	32.11	0.26
Employee Benefit Expenses	8,625.67	6,735.40	8,616.92	6,738.23
Selling Expenses	2,216.60	2,092.90	2,226.36	2,097.79
Other Expenses	4,015.84	3,326.42	4,085.83	3,347.27
Earnings before interest, tax, depreciation and amortization	8,370.00	6,234.15	8,311.32	6,206.24
Depreciation and amortisation expense	(2,312.01)	(1,986.05)	(2,313.18)	(1,986.14)
Interest income on bank deposits	530.42	324.04	497.22	316.96
Finance Cost	(921.90)	(650.40)	(923.30)	(650.40)
Profit/ (Loss) before taxation and extraordinary items	5,666.51	3,921.74	5,572.06	3,886.66
Tax Expenses	-	-	-	-
Extraordinary items	-	385.54	-	385.54
Profit/ (Loss) after taxation	5,666.51	4,307.28	5,572.06	4,272.20
Profit/ (Loss) brought Forward	(22,031.51)	(26,317.57)	(22,066.59)	(26,317.57)
Depreciation expense adjusted against reserves	-	-	-	-
Profit/ (Loss) for the year	5,666.51	4,307.28	5,572.06	4,272.20
Other comprehensive income	2.34	(21.22)	2.34	(21.22)
Amount transferred to Balance Sheet	(16,362.66)	(22,031.51)	(16,492.19)	(22,066.59)

2. STATE OF AFFAIRS OF THE COMPANY AND MATERIAL DEVELOPMENT

The Company has recorded another steady year of growth and profitability, despite performing in a highly competitive environment in the aviation sector. Your Company has added 36 new routes during the year under review.

The Companyâs total income on standalone basis is Rs. 78,793.66 compared to previous yearâs Rs. 62,714.00 registering a steady growth of 25.64 % on a year over year basis. The Company has earned standalone net profit of Rs. 5,666.51.

The Company completed its thirteenth year of operation on May 23, 2018 wherein it continued to focus on consolidating its operations on key routes. As at the end of the financial year the Company maintained a fleet size to 60 aircraft with which it operated approximately 410 flights per day covering 45 domestic and 7 international destinations. The Company has been awarded as Indiaâs âBest Domestic Airlineâ at the prestigious Wings India Awards for Excellence in the Aviation Sector organised by the Ministry of Civil Aviation, Government of India and FICCI in March, 2018.

There was no change in nature of the business of the Company, during the year under review.

The Company has signed an agreement with CFM International for purchase of LEAP-1B engines to power a total of 155 Boeing 737 MAX airplanes, along with spare engines to support the fleet. The Company has also signed a ten year Rate per Flight Hour (RPFH) agreement with CFM Services that covers all LEAP-1B engines powering 737 MAX airplanes.

Your Company has been awarded 17 proposals and 20 new sectors under the second round of bidding for the Government of Indiaâs Regional Connectivity Scheme. Out of these 20, 15 will cater to unserved markets of Kannur (Kerala), Darbhanga (Bihar), Ozar (Nashik), Pakyong (Sikkim), Kishangarh (Rajasthan), Lilabari (Assam), Thanjavur (Tamil Nadu), Bokaro (Jharkhand) and Solapur (Maharashtra) whereas 5 will be for underserved markets of Hubli (Karnataka) and Jaisalmer (Rajasthan). The Company is the largest and most organised regional player in the country with a fleet of 24 Bombardier Q400 aircraft.

During October 2018, the Company inducted first Boeing 737 MAX aircraft which is a major milestone in Companyâs turnaround. These new aircraft will enable the Company to open new routes, while reducing fuel and engineering costs, as well as emissions. The 737 MAX aircraft will dramatically reduce noise pollution and greenhouse gas emissions. Passengers will benefit from a large number of premium seats and, for the first time in India, broadband internet on board.

Members are also requested to refer to Section 3 (Developments at SpiceJet) of Management Discussion and Analysis.

Dispute with erstwhile promoters:

The Company had in earlier financial years, received amounts aggregating Rs. 5,790.9 million from its erstwhile promoters as advance money towards proposed allotment of certain securities (189,091,378 share warrants and 3,750,000 non-convertible cumulative redeemable preference shares, issuable based on approvals obtained), to be adjusted at the time those securities were to be issued. Pursuant to the legal proceedings in this regard before the Honâble High Court of Delhi (âCourtâ) between the erstwhile promoters, the present promoter and the Company, the Company was required to secure an amount of Rs. 3,290.9 million through a bank guarantee in favour of the Registrar General of the Court (âRegistrarâ) and to deposit the balance amount of Rs. 2,500.0 million with the Registrar. The Company has complied with these requirements as at March 31, 2018.

The parties to the aforementioned litigation concurrently initiated arbitration proceedings before a three member arbitral tribunal (the âTribunalâ), and the Tribunal pronounced its final award on July 20, 2018 (the âAwardâ). The management is examining the various aspects of the Award, including the manner, timing and other related matters, and other options available to the Company In terms of the Award, the Company is required to (a) refund an amount of approximately Rs. 3,082.2 million to the counterparty, (b) explore the possibility of allotting non-convertible cumulative redeemable preference shares in respect of approximately Rs. 2,708.7 million, failing which, refund such amount to the counterparty, and (c) pay interest calculated to be RS.924.7 million (being interest on the amount stated under (a) above, in terms of the Award). Further, the Tribunal has also allowed the counter claim of RS.290 million in favour of the Company in addition to adjusting the amount of RS.1,000 million not brought in by the erstwhile promoters.

3. BOARD OF DIRECTORS

a) In terms of the provision of Section 152(6) of the Companies Act, 2013, Mr. Ajay Singh is liable to retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

b) The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

c) Mr. R. Sasiprabhu (Independent Director) has resigned from the directorship of the Company with effect from May 9, 2018.

4. DIVIDEND

The Board of Directors have not recommended any dividend for the financial year 2017-18. The Dividend Distribution Policy of the Company, as approved by the Board of Directors of the Company, is available on the website of the Company at www.spicejet.com in âInvestorsâ section.

5. TRANSFER TO RESERVES

The Company has made no transfers to reserves during the financial year 2017-18.

6. PUBLIC DEPOSITS

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013. Accordingly no disclosure or reporting is required in respect of details relating to deposits covered under this Chapter.

7. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is annexed as âAnnexure - Aâ to this Report.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES

All related party transactions that were entered into during the financial year under review were on armâs length basis and were in the ordinary course of business. All Related Party Transactions have been placed before the Audit Committee and Board for their approval.

No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover of the Company as per the last audited financial statements, were entered during this financial year by the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

a) As on March 31, 2018, the Company has made an investment of Rs. 0.10 million each in equity shares of its wholly owned subsidiaries namely SpiceJet Merchandise Private Limited, SpiceJet Technic Private Limited and Canvin Real Estate Private Limited; and

b) As on March 31, 2018, the Company has an investment of Rs. 0.24 million in class B-shares of Aeronautical Radio of Thailand Limited to become member airline for availing advantageous rate on air navigation charges in Thailand.

As on March 31, 2018, the Company has also provided loan of (a) Rs. 249.44 million to SpiceJet Merchandise Private Limited, (b) Rs. 12.20 million to SpiceJet Technic Private Limited, and (c) Rs. 236.00 million to Canvin Real Estate Private Limited. Members may refer note 47 of the standalone financial statement of the Company for financial year ended March 31, 2018 for more details.

10. SUBSIDIARIES

As on date of this report following are the subsidiaries of the Company:

a) SpiceJet Merchandise Private Limited which is engaged in the business of consumer merchandise and goods that includes electronic items, readymade apparels, accessories etc. through various channels;

b) SpiceJet Technic Private Limited which is engaged in engineering related service; and

c) Canvin Real Estate Private Limited which is engaged in real estate business.

As per Section 129(3) of the Companies Act, 2013, where the Company has one or more subsidiaries, it shall, in addition to its financial statements, prepare a consolidated financial statement of the Company and of all the subsidiaries in the same form and manner as that of its own and also attach along with its financial statement, a separate statement containing the salient features of the financial statement of its subsidiaries. Accordingly, the consolidated financial statement of the Company and all of its subsidiaries are prepared in accordance with the Companies (Accounts) Rules, 2014 and form part of the Annual Report.

Further, a statement containing the salient features of the financial statements of all subsidiaries in the prescribed Form AOC-1, is annexed as âAnnexure - Bâ to this Report. This statement also provides the details of the performance and financial position of each subsidiary.

In order to ensure governance of material subsidiary companies, the Board of Directors of the Company has adopted the policy and procedures for determining âmaterialâ subsidiary companies in accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

11. NUMBER OF MEETINGS OF THE BOARD

During the financial year ended March 31, 2018, six (6) board meeting (including adjourned meeting) were held, the details of which are given in the Corporate Governance Report that forms part of this Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

12. DIRECTORSâ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the Audited Financial Statements of the Company for year ended March 31, 2018, the Directors of your Company hereby state that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

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

d) the Directors have prepared the Annual Accounts of the Company on a âgoing concernâ basis;

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

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

13. CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report alongwith Practicing Company Secretaryâs Certificate regarding compliance of conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 forms an integral part of this Report.

14. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 is provided as a separate chapter in the Annual Report.

15. PARTICULARS OF EMPLOYEES

We believe in building and sustaining a strong culture of positive working relationships between employees and recognize that the success of the Company is deeply embedded in the success of its human capital. The Company had 8,447 employees as on March 31, 2018 (previous year 6,902).

Information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 forms part of this Report. Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the aforesaid information, is being sent to the members of the Company and others entitled thereto. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid information is also available for inspection at the Registered Office of the Company during working hours, up to the date of the Annual General Meeting.

16. EMPLOYEES STOCK OPTION SCHEME

Scheme of 2017:

The Company has formulated SpiceJet Employee Stock Option Scheme - 2017 for the purpose of administering the issue of stock options to its eligible employees including that of its subsidiary companies. During the financial year ended March 31, 2018, the members of the Company approved the issuance of ten million stock options representing ten million equity shares of Rs. 10 each under this scheme at 33^rd Annual General Meeting held on November 27, 2017.

There has been no material variation in the terms of the options granted under this scheme and this scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014. The details of this scheme including terms of reference, and requirement specified under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 is available on the website of the Company at www.spicejet.com in âInvestorsâ section.

Scheme of 2007:

The Company also had an Employee Stock Option Scheme - 2007 that provided for grant of stock options to qualifying employees under the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. This scheme expired on September 11, 2016 which was the last date for exercise of options vested to the employees. All the unexercised options have been forfeited in this financial year.

17. STATUTORY AUDITORS

a) The Statutory Auditors of the Company, M/s S.R. Batliboi & Associates LLP, Chartered Accountants, was appointed by members of the Company at its Annual General Meeting held on December 26, 2016 to hold office till the conclusion of 36^th Annual General Meeting of the Company subject to ratification of the appointment by the members of the Company at every Annual General Meeting. However, the Companies (Amendment) Act, 2017 read with notification dated May 7, 2018, issued by the Ministry of Corporate Affairs, has removed the requirement of ratification of the appointment Statutory Auditors at every Annual General Meeting by the members of the Company.

b) In accordance with Section 134(3)(f) of the Companies Act, 2013, information and explanations to various comments made by the Auditors in their Report to the members are mentioned in the Notes to the Accounts, which form part of the Balance Sheet for the year ended March 31, 2018.

18. SECRETARIAL AUDIT

a) Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company appointed Mr. Mahesh Kumar Gupta, Practicing Company Secretary to undertake the Secretarial Audit of the Company for financial year ended on March 31, 2018. The Report of the Secretarial Auditor is annexed as âAnnexure - Câ to this Report.

b) In accordance with Section 134(3)(f) of the Companies Act, 2013, response (wherever necessary) to the observations in the Secretarial Audit Report are as under:

Para 2 of the observation: In view of the uncertainties involved in the matter, management believes that the manner, timing and other related aspects of adjustment of these amounts, are currently not determinable. Based on their assessment and legal advice obtained, management is of the view that any possible consequential effects, including penal consequences and any compounding thereof, will not have a material impact on the financial statements.

19. CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act, 2013, the Board of Directors of the Company has adopted a Corporate Social Responsibility (âCSRâ) Policy which is available on the website of the Company at www.spicejet.com in âInvestorsâ section. The objective of this CSR Policy is to pro-actively support meaningful socio-economic development in India and enable a larger number of people to participate in and benefit from Indiaâs economic progress.

The Company also have a CSR Committee of its Board of Directors comprising of Dr. Harsha Vardhana Singh as Chairman and Mr. Ajay Singh and Mrs. Shiwani Singh as Member which inter-alia monitors the Companyâs CSR Policy and recommend the amount of CSR expenditure.

The Company has just embarked on the journey of having average net profit for last three financial year and therefore this is the first financial year wherein the Company is required to contribute towards CSR activities. Working in close harmony and partnering with various organisations who have done phenomenal work in this field, we undertook several initiatives during the year underlying our commitment of helping out in every way we could. As per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, annual report on CSR activities is attached as âAnnexure - Dâ and forms an integral part of this Report.

Detailed particulars of our CSR activities are given under Principle 8 of Business Responsibility Report for financial year ended March 31, 2018 attached herewith as âAnnexure - Eâ.

20. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Conservation of Energy: The management is highly sensible of the criticality of the conservation of energy at all operational levels particularly of aviation turbine fuel which is leading source of energy for aviation activity. Adequate measures are taken to reduce energy consumption whenever possible by using energy efficient equipment and technology infusion. These measures among other includes maintenance of engine and airframe, flight planning, training to operational staff, regular analysis etc.

Further, the Company successfully operated its Bombardier Q400 aircraft powered by BioJet Fuel and intends to explore operations using a blend of 75% of aviation turbine fuel (ATF) and 25% of BioJet fuel, which has the potential of reducing carbon footprint by 15%. The airline has also initiated new food packaging which will go a long way in reducing the dependence on plastic and therefore will promote a culture of recycling. Strategic use of trays will be used in place of the current packaging. These trays are reusable and also recyclable, which makes them extremely environment friendly.

Technology absorption: The Company has used information technology comprehensively in its operations, for more details please refer to Section 9 (Information Technology) of Management Discussion and Analysis.

21. GREEN INITIATIVES

The electronic copies of the Annual Report 2017-18 are sent to all members of the Company whose email address are registered with the Company/Depository Participant(s). For members who have not registered their email address, physical copies are sent in the permitted mode. To support this âGreen Initiativeâ and to receive all communications of the Company on email, members are requested to register their email addresses with M/s. Karvy Computershare Private Limited (Registrar and Share Transfer Agent), if shares are held in physical mode or with their depository participants, if the holding is in electronic mode.

22. BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report for financial year ended March 31, 2018 as per Regulation 34 (2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 dealing with the various initiatives taken by your Company on the environmental, social and governance front forms an integral part of this Report and annexed as âAnnexure - Eâ.

23. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has a Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Policy in line with the requirements of the Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the financial year 2017-18, eight complaints were received and disposed of under the Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013.

24. FOREIGN EXCHANGE EARNINGS & OUTGO

The details of Foreign Exchange earnings and outgo for the financial year ended March 31, 2018 are set out below:

25. RISK MANAGEMENT POLICY AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has laid down procedures to inform Board members about risk assessment and minimization procedures with regard to safety of its operations. These procedures are periodically reviewed to ensure that executive management is controlling risks through properly defined framework.

The system of risk assessment and follow-up procedure is in place and considering its increased operations the Company continues to reassess its risk management plan.

26. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep and sincere gratitude to the customers of the Company for their confidence and patronage, as well as to the Directorate General of Civil Aviation, the Government of India, particularly the Ministry of Civil Aviation and other Regulatory Authorities for their cooperation, support and guidance. Your Directors would like to express a deep sense of appreciation for the commitment shown by the employees in supporting the Company in its continued robust performance on all fronts. The Directors would also like to thank all our valued partners, vendors and stakeholders who have played a significant role in the continued business excellence achieved by the Company.

For and on behalf of the Board

Sd/-

Place: Gurugram Ajay Singh

Date : October 30, 2018 Chairman & Managing Director

Mar 31, 2017

Dear Members,

The Directors have pleasure in presenting the 33^rd Annual Report together with the Audited Financial Statements of your Company for the year ended March 31, 2017.

1. FINANCIAL RESULTS AND STATE OF AFFAIRS

(Amount in Rs.million)

Particulars	Standalone		Consolidated
	March 31, 2017	March 31, 2016	March 31, 2017	March 31, 2016
TOTAL REVENUE	62,714.00	52,190.07	62,714.96	52,190.07
Expenses
Operating Expenses	44,325.14	35,941.02	44,325.13	35,941.02
Cost of inventory consumed	-	-	0.26	-
Employee Benefit Expenses	6,735.39	4,924.51	6,738.22	4,924.51
Selling Expenses	2,092.90	1,637.06	2,097.80	1,63706
Other Expenses	3,326.42	3,003.19	3,347.31	3,003.18
Earnings before interest, tax, depreciation and amortization	6,234.15	6,684.30	6,206.24	6,684.30
Depreciation and amortisation expense	1,986.05	1,798.07	1,986.14	1,798.07
Interest income on bank deposits	324.04	211.21	316.96	211.21
Finance Cost	650.40	1,236.50	650.40	1,236.50
Profit/ (Loss) before taxation and extraordinary items	3,921.74	3,860.94	3,886.66	3,860.94
Tax Expenses	-	-	-	-
Extraordinary items	385.54	636.94	385.54	636.94
Profit/ (Loss) after taxation	4,307.28	4,497.88	4,272.20	4,497.88
Profit/ (Loss) brought Forward	(26,317.57)	(30,809.98)	(26,317.57)	(30,809.98)
Depreciation expense adjusted against reserves		-	-	-
Profit/ (Loss) for the year	4,307.28	4,497.88	4,272.20	4,497.88
Other comprehensive income	(21.22)	(5.47)	(21.22)	(5.47)
Amount transferred to Balance Sheet	(22,031.51)	(26,317.57)	(22,066.59)	(26,317.57)

2. AFFAIRS OF THE COMPANY AND MATERIAL DEVELOPMENT

This was Companyâs second year of operation under the new management and post change of control of the Company. During this year, the Company successfully discharged all its legacy obligations to its business partners, implemented cost savings measures by restructuring contracts and its business processes. SpiceJet has placed an order for up to 205 Boeing 737MAX narrow and wide bodied aircraft valued at over USD 22 billion. This order signifies the strategic direction in which the Company is now committed upon and is the biggest order ever placed by any Indian airline with Boeing in its history. This historic order marks the beginning of new growth story, which will see the airline expand its wings - both domestically and internationally

Further, in order to strengthen its regional connectivity, the Company has placed order for upto 50 Bombardier Q400 aircraft post completion of financial year 2016-17

The Company has been awarded 6 proposals and 11 routes under the first phase of the Regional Connectivity Scheme (RCS) of Government of India which aimed at making air travel affordable and widespread, enabling inclusive job growth and infrastructure development of all regions and states of India. Out of the 6 proposals awarded to the Company, 4 will cater to unserved markets of Adampur, Kandla, Puducherry and Jaisalmer whereas 2 will be for underserved markets of Porbandar and Kanpur. Currently the Company is the largest and most organized regional player in the country with a fleet oRs.20 Bombardier Q400 aircraft, which can seat 78 passengers.

The performance of the Company during this financial year was exceptionally well on all operational parameters. The Company achieved the best on-time performance of all airlines in India for the current financial year as well. The Companyâs rate of cancellation of flights was one of the lowest in the industry. Its load factor of over 90% for continuous period oRs.24 months in a row is one of the best globally. As a result of various operational, commercial and financial measures implemented over the last two years, the Company has significantly improved its liquidity position, and generated operating cash flows during that period. The Company has also earned profit after tax of t 4,307.28 million for the year ended March 31, 2017.

The Company completed its twelve year of operation on May 23, 2017 wherein it continued to focus on consolidating its operations on key routes. As at the end of the financial year the Company maintained a fleet size to 49 aircraft with which it operated approximately 316 flights per day covering 39 domestic and 7 international destinations.

The Company had in earlier financial years, received amounts aggregating Rs. 5,790.9 million from its erstwhile promoters as advance money towards proposed allotment of certain securities (189,091,378 share warrants and 3,750,000 nonconvertible cumulative redeemable preference shares, issuable based on approvals obtained), to be adjusted at the time those securities were to be issued. Pursuant to the legal proceedings in this regard before the Honâble High Court of Delhi (âCourtâ) between the erstwhile promoters, the present promoter and the Company, the Court, in its order dated July 29, 2016, without expressing anything on the merits of the dispute, ordered the Company to deposit the amount of Rs. 5,790 million as security with the Court, in five equal monthly instalments, and directed the parties to take necessary steps for the purpose of constitution of an arbitral tribunal.

The Company preferred an appeal against the aforesaid order which was dismissed by Honâble Division Bench of the Court (âDivision Benchâ) on July 3, 2017. However, the Division Bench modified the order of Honâble Single Judge by ordering the Company to secure an amount of Rs. 3,290 million through a bank guarantee in favour of the Registrar General of the Delhi High Court (âRegistrarâ), on or before July 31, 2017, and to deposit the balance amount of Rs. 2,500 million with the Registrar on or before August 31, 2017. The Company preferred a Special Leave Petition against the order of the Division Bench before the Honâble Supreme Court of India (âSupreme Courtâ). The Supreme Court dismissed the Companyâs Special Leave Petition while observing that it assailed an interlocutory order. However, the Supreme Court modified the period within which the bank guarantee and deposit were to be made to the Registrar by two weeksâ respectively from the original deadlines as mentioned above.

The Company has provided guarantee of Rs. 3,290 million and deposited Rs.2,500 million respectively with the Registrar on August 14, 2017 and September 14, 2017 and accordingly have complied with the above said orders. Based on their assessment and legal advice obtained, the Company is of the view that any possible consequential effects, including penal consequences and any compounding thereof, does not have a material impact on the financial results of the Company Members are also requested to refer to Section 3 (Developments at SpiceJet) of Management Discussion and Analysis.

3. BOARD OF DIRECTORS

a) In terms of the provision of Section 152(6) of the Companies Act, 2013, Mrs. Shiwani Singh is liable to retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, has offered herself for re-appointment.

b) During the financial year ended March 31, 2017, Mr. Anurag Bhargava and Dr. Harsha Vardhana Singh was appointed as Independent Director on the Board of the Company with effect from September 7, 2016.

c) The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

4. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES

No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover of the Company as per the last audited financial statements, were entered during this financial year by the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

5. SUBSIDIARIES

During the financial year under review the Company has incorporated two wholly owned subsidiaries namely (a) âSpiceJet Merchandise Private Limitedâ in July 2016 which is engaged in the business of consumer merchandise and goods that includes electronic items, readymade apparels, accessories etc. through various channels viz., in flight sale, online platform, airport shops, retail outlets etc.; and (b) âSpiceJet Technic Private Limitedâ in October 2016 which is engaged in engineering related service including but not limited to maintenance, repair and overhaul services of aircraft and its parts.

Due to early-stage nature of operations of above said wholly owned subsidiaries and insignificant transactions value from their date of incorporation till March 31, 2017, the said subsidiaries are yet to establish internal financial controls over financial reporting on criteria based on or 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. However, the management has ensured that necessary oversight and controls are established in place to ensure preparation of financial statements in compliance with the applicable accounting principles generally accepted in India. The Statutory Auditors have considered this disclaimer in respect of the subsidiaries and have provided an unmodified opinion on the consolidated financial statements for year ended March 31, 2017 in their report dated June 3, 2017

Further, a statement containing the salient features of the financial statements of all subsidiaries in the prescribed Form AOC-1, is annexed as âAnnexure -Aâ to this Report. This statement also provides the details of the performance and financial position of each subsidiary.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not granted any loan, given guarantee or security or made investment under the provisions of Section 186 of the Companies Act, 2013 during the financial year under review except:

a) Investment of Rs.0.10 million each in equity shares of wholly owned subsidiaries of the Company namely SpiceJet Merchandise Private Limited and SpiceJet Technic Private Limited; and

b) Investment of Rs. 0.23 million in class B-Shares of Aeronautical Radio of Thailand Limited to become member airline for availing advantageous rate on air navigation charges in Thailand.

The Company has also provided loan of Rs. 190.33 million to SpiceJet Merchandise Private Limited, wholly owned subsidiary of the Company.

7. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is annexed as âAnnexure - Bâ to this Report.

8. NUMBER OF MEETINGS OF THE BOARD

The Board met five (5) times during the financial year ended March 31, 2017, the details of which are given in the Corporate Governance Report that forms part of this Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

9. TRANSFER TO RESERVES

The Company has made no transfers to reserves during the financial year 2016-17.

10. DIRECTORSâ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the Audited Financial Statements of the Company for year ended March 31, 2017, the Directors of your Company hereby state that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

d) the Directors have prepared the Annual Accounts of the Company on a âgoing concernâ basis;

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

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

11. CORPORATE GOVERNANCE

12. MANAGEMENT DISCUSSION AND ANALYSIS

13. PUBLIC DEPOSITS

14. DIVIDEND

The Board of Directors have not recommended any dividend for the financial year 2016-17. The Dividend Distribution Policy of the Company, as approved by the Board of Directors of the Company, is available on the website of the Company at www.spicejet.com in âInvestorâ section.

15. PARTICULARS OF EMPLOYEES

The Company had 6,902 employees as on March 31, 2017 (previous year 5,284).

Information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the aforesaid information, is being sent to the members of the Company and others entitled thereto. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid information is also available for inspection at the Registered Office of the Company during working hours, up to the date of the Annual General Meeting.

16. DISCLOSURES REQUIRED UNDER THE SEBI (EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME) GUIDELINES, 1999

The Company had an Employee Stock Option Scheme 2007 (the âSchemeâ) that provided for grant of stock options to qualifying employees including directors of the Company (not being promoter directors and executive directors, holding more than 10% of the equity shares of the Company) under the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

No grants were made under the Scheme and no outstanding options were exercised during the financial year ended March 31, 2017. The Scheme expired on September 11, 2016 which was the last date for exercise of options vested to the employees. For further disclosure and information regarding the Scheme, we draw your reference to note 39 to the financial statements of the Company for financial year ended March 31, 2017.

17. STATUTORY AUDITORS

18. SECRETARIAL AUDIT

a) Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company appointed Mr. Mahesh Kumar Gupta, Practicing Company Secretary to undertake the Secretarial Audit of the Company for financial year ended on March 31, 2017. The Report of the Secretarial Auditor is annexed as âAnnexure - Câ to this Report.

b) In accordance with Section 134(3)(f) of the Companies Act, 2013, response (wherever necessary) to the observations in the Secretarial Audit Report are as under:

(i) Para 1 and 2 of the observation: The Civil Aviation Requirements mandates that any Director to be appointed on the Board a schedule airline company should first be security cleared by the Government of India. The unexpected resignation of independent directors and delay in receipt of receipt of said security clearance from Ministry of Civil Aviation, Government of India (âMoCAâ), affected the composition of the Board of Directors of the Company, and all committees of the Board and related compliances. Soon after receipt of requisite approval of MoCA, the Company has inducted independent directors on its Board with effect from September 7, 2016 having an optimum mix of independent and non-executive directors with all related compliances been regularized.

(ii) Para 5 of the observation: In view of the uncertainties involved in the matter, management believes that the manner, timing and other related aspects of adjustment of these amounts, are currently not determinable. Based on their assessment and legal advice obtained, management is of the view that any possible consequential effects, including penal consequences and any compounding thereof, will not have a material impact on the financial statements of the Company.

19. CORPORATE SOCIAL RESPONSIBILITY (âCSRâ)

As per Section 135 of the Companies Act, 2013, the Company has a Corporate Social Responsibility (CSR) Committee of its Board of Directors. The Committee comprises of Mr. Ajay Singh, Mrs. Shiwani Singh and Mr. Harsha Vardhana Singh.

The Company is not mandatorily required to contribute towards CSR activities. Nevertheless, we believe that a meaningful existence can only come from being a corporate with high values. The Company runs an initiative named âSpiceJet Caresâ to contribute to society at large. Working in close harmony and partnering with various organisations who have done phenomenal work in this field, we undertook several initiatives during the year underlying our commitment of helping out in every way we could. Few of such activities are as follows:

a) In July 2016, Assam received 60 percent more rainfall than it received in July 2015, flooding the state. This affected 1.8 million people. Faced with a crisis at this level, the Company, in association with Anybody Can Help and Assam CM Sarbananda Sonowalâs office, helped with relief efforts. The Company donated 1,500 packets of food supplies in Majuli Islands. In addition to this the Company ferried and distributed to Jorhat nearly 800 kilos of rice and dal (donated by Anybody Can Help); 103 cartons of milk (donated by Nestle) and 42 cartons of medicines, donated by NGO The Sara - Jammu.

b) The Company has provided financial assistance to NGO SAPNA for its social activities namely (i) âAnandam - A home for Sick and Destituteâ and (ii) âSAPNA Shikshalaya - A school for underprivileged Girlsâ. The Company also donated to the Centre for Development of Economic (Delhi School of Economic) for winter school program and other capacity building activities.

c) The Company offered a special treat to around 50 underprivileged children in association with the Rotary Club of Chandigarh by operating a special flight from Chandigarh on March 20, 2017 under its special initiative namely #GivingWingstoDreams. This special initiative programmed a one hour flight for kids aged between 12 to 14 years who have never flown before thereby giving them a lifetime opportunity

20. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Conservation of Energy: The management is highly conscious of the criticality of the conversation of energy at all operational levels. Adequate measures are taken to reduce energy consumption whenever possible by using energy efficient equipment.

Technology absorption: The Company has used information technology comprehensively in its operations, for more details please refer to Section 9 (Information Technology) of Management Discussion and Analysis.

21. GREEN INITIATIVES

As in the previous year, this year too, electronic copies of the Annual Report 2016-17 are sent to all members of the Company whose email address are registered with the Company/Depository Participant(s). For members who have not registered their email address, physical copies are sent in the permitted mode.

To support this âGreen Initiativeâ and to receive all communications of the Company on email, members are requested to register their email addresses with M/s. Karvy Computershare Private Limited (Registrar and Share Transfer Agent), if shares are held in physical mode or with their depository participants, if the holding is in electronic mode.

22. BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report for financial year ended March 31, 2017 as per Regulation 34 (2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 dealing with the various initiatives taken by your Company on the environmental, social and governance front forms an integral part of this Report and annexed as âAnnexure - Dâ.

23. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

During the financial year 2016-17, five complaints were received and disposed of under the Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013.

24. FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Foreign Exchange earnings and outgo for the financial year ended March 31, 2017 are set out below:

25. RISK MANAGEMENT POLICY AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The system of risk assessment and follow-up procedure is in place and considering its increased operations the Company continues to reassess its risk management plan.

26. ACKNOWLEDGEMENT

We thank our customers, vendors, investors, bankers, the Directorate General of Civil Aviation, the Government of India, particularly the Ministry of Civil Aviation and State Governments for their continued support during the year. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

We thank the governments of various countries where we have our operations and other government agencies for their support, and look forward to their continued support in the future.

For and on behalf of the Board

Sd/-

Gurgaon Ajay Singh

October 30, 2017 Chairman & Managing Director

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 31st Annual Report together with the Audited Financial Statements of your Company for the year ended March 31, 2015.

1. FINANCIAL RESULTS AND STATE OF AFFAIRS

(Amount in Rs. Millions)

Particulars March 31, 2015 March 31, 2014

Total Revenue 53,818.30 63,985.93

Expenses

Operating Expenses 48,057.59 60,081.98

Employee Benefit Expenses 5,374.66 5,756.95

Selling Expenses 2,793.61 3,521.47

Other Expenses 2,371.65 2,193.82

Earnings before interest, tax, depreciation and amortization (4,779.21) (7,568.29)

Depreciation and amortization expense 1,266.25 1,482.60

Interest income on bank deposits 196.76 384.60

Finance costs 1,635.39 1,366.15

Profit/ (Loss) before taxation and extraordinary items (7,484.09) (10,032.44)

Tax Expenses - -

Extraordinary items 613.55 0 Profit/ (Loss) after taxation (6,870.54) (10,032.44)

Profit/ (Loss) brought Forward (25,213.08) (15,180.64)

Depreciation expense adjusted against reserve 24.40 0.00

Profit/ (Loss) for the year (6,870.54) (10,032.44)

Amount transferred to Balance Sheet (32,108.02) (25,213.08)

The Company has been in active operations since 2005 with a consistent safety record and as on September 2014 it had grown to become the second largest airline in the country in terms of domestic market share. The Company completed its tenth year of operations on May 23, 2015. The Company as on March 31, 2015 maintained its fleet size to 32 aircraft covering 42 destinations and operating 280 flights per day.

During the year ended March 2015, the Company carried 11.71 million passengers with an average load factor of 81% and a market share of 9.70% for the month of March 2015.

The innovative steps taken by the Company which include, among others, stimulating the market, have not only helped the airline reduce losses year-on-year, it has also helped the Indian aviation market grow much in excess of GDP growth last year, with positive impact for the entire travel industry and surrounding ecosystem, and for the economy as a whole. It is imperative to mention that the Company has been able to achieve 10-11% growth on unit revenues while at the same time reducing the unit cost by 8-9%. Despite the improving operational performance in the Financial Year 2014-15, legacy liabilities that could no longer be deferred coupled with extensive delays in expected funding and a hostile business environment during last fiscal faced by the airline industry, created immense cash flow pressure on the Company. Multiple reasons led to the financial distress of the Company leading to near closure situation in December 2014. This was mainly on account of non-receipt of the expected funding into the Company during the start of Financial Year 2014-15 due to reasons beyond the control of the Company. This consequently resulted in deference of tax liabilities payment (accumulated from the previous financial year), non-payment to key service providers, aircraft lassoers and banks. The operating cash flow position in the Financial Year 2014-15 was further distressed due to reduction of available fleet forced upon the Company reducing its ability to generate cash as it had to club its open bookings.

Due to the reasons set out above, the Company suffered deterioration in its financial affairs. While the Company explored various options for funding, investors continued to stay away from the Company.

Consequently, the lack of strategic and other funding led to cash flow pressure and the Company defaulted in the payment obligations to tax authorities, its employees, airport operators, suppliers and other creditors including aircraft lessors.

Such defaults and other circumstances, led to the return of multiple aircraft to lessors thereby causing high number of flight cancellations. The total number of daily flights reduced from 340 during July 2014 to 230 during December 2014 on an average, leading to reduction of revenues. Such cancellations not only resulted in loss of revenue but also in certain circumstances required us to refund amounts.

In light of all of the above and cancellations of flights, in early December 2014, the Directorate General of Civil Aviation ("DGCA"), being the Competent Authority under the provisions of the Aircraft Act, 1937, initiated regulatory actions and imposed restrictions on forward bookings, cancelled slots and announced increased safety surveillance against the Company. The regulatory actions initiated by DGCA led to immediate decline of about 90% of cash inflows creating uncertainty amongst its business partners. This also resulted in operational and fuelling crisis and the Company appealed to DGCA/Ministry of Civil Aviation ("MOCA") for relief.

While, some temporary relief was received from MOCA for continuing the operation for some time, the cash-inflow continued to remain below the normal levels and the impact of the regulatory actions severely affected the cash flow position while the pressure from the creditors continued to mount.

The cumulative effect of the above financial and operational distress resulted in the Company being forced to suspend its operations partially during mid-December 2014.

2. MATERIAL DEVELOPMENTS: REVIVAL AND RECONSTRUCTION OF THE COMPANY

As it can be noted from the facts leading up to the financial distress of the Company, the re-construction and revival of the Company assumed significant importance not only from a commercial and viability perspective but predominantly from a public interest perspective. Given the public interest, employee interest, public and private dues outstanding and to protect the airline and tourism industry, the board of the Company in its meeting held on January 29, 2015 approved the assistance of one of the shareholders and an erstwhile director of the Company, Mr. Ajay Singh (who has held shares in the Company since 2005), to take over the control and management of the Company from Mr. Kalanithi Maran and Kal Airways Private Limited (the "Previous Promoters") and implement a re-construction and revival plan in order to restore the Company's operations and its previous market position. Mr. Ajay Singh is a first generation entrepreneur and has extensive experience in the information technology and airline operations having successfully contributed to the launch of the Company during the year 2005.

Some of the key indicators which warranted the revival of the Company are as follows:

a) The Company had has over 139,000 shareholders whose value in the equity shares of the Company would have completed eroded;

b) Disruption of over 30,000 passengers every day in addition to 1.7 million passengers who had already made future bookings; thereby causing chaos and unjustly enriching the competitors due to inflated air fares;

c) Livelihood of over 10,000 families associated directly or indirectly with the Company was at stake;

d) Various agencies and stakeholders like trade players, banks, employees, statutory authorities would have incurred substantial losses.

e) Revival of the Company was important for a balanced market competition and to counter the growing risk of dominance by any single player. The Company was the second largest carrier until September 2014, which provides a strong counter balance to the market leader. There was an alarming rise in the air-fares while the Company was forced to suspend its operations partially in mid-December 2014;

f) Failure of the Company to revive from the existing financial distress will vitiate the investment climate in the aviation sector and create a negative perception of the Indian economy;

g) There would be a negative impact on the connectivity to various smaller airports in India, which are serviced by the Company's Bombardier Q400 regional aircraft;

h) Growth and well-being of a larger travel ecosystem i.e. hotels, tourist operators, cab agencies, airports etc which benefitted from the market stimulation brought about by the Company would also be affected;

The Company presented the "Scheme of Reconstruction and Revival for Takeover of Ownership, Management and Control of Spice Jet Limited" (the "Scheme") before the MOCA on January 15, 2015 which detailed the reconstruction and revival plan of the Company by the process of change in control and management of the Company from the Previous Promoters to Mr. Ajay Singh. The Scheme also contemplated infusion of fresh funds into the Company in a phased manner with the objective of supporting the turn-around plan and ensuring that the Company regains its pre- eminent positioning in the Indian aviation industry. The Scheme presented by the Company was approved by MOCA on January 22, 2015 acting in its capacity as the Competent Authority.

Pursuant to the order of MOCA approving the Scheme and subsequent order of the Competition Commission of India, the entire shareholding of Previous Promoters constituting 58.46% of the equity share capital of the Company was transferred to Mr. Ajay Singh on February 23, 2015.

Revival Plan and Way Forward

As a long term strategy to keep the Company insulated against similar circumstances in the future, the new management under the Chairmanship of Mr. Ajay Singh has undertaken and implemented various measures in revenue and cost management, customer retention and employee welfare immediately upon assuming control of the Company.

Since the change of ownership, management and control, the Company has entered into settlement agreements and deferred payment plans with certain lessors and vendors in respect of past overdue payments. The Company has also discharged its overdue statutory obligations in the last quarter of the Financial Year 2014-15. The Company continues to negotiate with its vendors for settlements, improved commercial terms and better credit facilities, and is in the process of arranging additional working capital finance, as well as by way of trade financing, to improve its short-term liquidity position.

Under the new management the Company will be focusing on increasing efficiency in the areas of customer experience, selling and distribution, revenue management, fleet rationalization, aircraft utilization, capacity deployment in key focus markets, contracts and other costs, to help the Company establish consistent profitable operations and cash flows. The Company is also exploring options to increase its aircraft fleet over the near short term in order to keep up with the demand growth. These measures along with improvement in the macroeconomic conditions for the airline industry in the markets in which the Company operates (such as the recent reduction in ATF prices, economic buoyancy), consistent improvement in capacity utilization and unit revenues, enhancement in ancillary revenues, reduction in unit cost as well as providing additional value added services to customers, are expected to increase operational efficiency and achieve profitability.

While many initiatives have been implemented under the new management there are more being considered for implementation which has not only has provided the much needed cash in the operations but has taken the Company to three successive quarters of profitability (being March 2015, June 2015 and September 2015).

3. BOARD OF DIRECTORS

a) Pursuant to the Share Sale and Purchase Agreement dated January 29, 2015 between the Company, Mr. Kalanithi Maran, Kal Airways Private Limited and Mr. Ajay Singh, the entire shareholding of erstwhile Promoters (i.e. Mr. Kalanithi Maran and Kal Airways Private Limited) has been transferred to Mr. Ajay Singh and consequently Mr. Kalanithi Maran, Mrs. Kavery Kalanithi and Mr. S. Natrajhen resigned from the Board of the Company with effect from January 29, 2015.

b) The Company has received necessary declaration from each Independent Director under Section 149(6) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

c) Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees.

d) Mr. Ajay Singh and Mrs. Shiwani Singh were appointed as additional directors on the Board of the Company on May 21, 2015 and shall hold office up to the date of ensuing Annual General Meeting. The Company has received notice 160 of the Companies Act, 2013 proposing their candidature and the members are requested to consider the same.

e) Dr. Harsha Vardhana Singh was appointed as additional directors on the Board of the Company on May 21, 2015. Subsequently, Dr. Singh has resigned effective November 17, 2015.

f) Mr. Sasiprabhu was appointed as additional directors on the Board of the Company on December 1, 2015 and shall hold office upto the date of ensuing annual general meeting. The Company has received notice 160 of the Companies Act, 2013 proposing his candidature and the members are requested to consider the same.

g) Mr. M. K. Harinarayanan (Independent Director) and Mr. J. Ravindran (Independent Director) resigned from the directorship of the Company with effect from May 28, 2015 and May 29, 2015 respectively.

h) Mr. Nicholas Martin Paul (Independent Director) and Mr. R. Ravivenkatesh (Independent Director) resigned from the directorship of Company with effect from September 21, 2015.

i) The Company is in the process of inducting additional independent directors to have adequate mix of executive and independent director, subject to security clearance of applicable authority.

j) The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Details of the Remuneration Policy are provided in the Corporate Governance Report.

4. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES

All related party transactions that were entered into during the financial year under review were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company.

All Related Party Transactions have been placed before the Audit Committee and Board for their approval.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in prescribed Form AOC-2, is annexed as "Annexure Â A" to the Board's Report.

5. STATUTORY AUDITORS

a) The Statutory Auditors, M/s S.R. Batliboi & Associates LLP, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

b) In accordance with Section 134 (3) (f) of the Companies Act, 2013, information and explanations to various comments made by the Auditors in their Report to the Members are mentioned in the Notes to the Accounts, which form part of the Balance Sheet for the year ended March 31, 2015.

6. SECRETARIAL AUDIT

a) Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company for financial year ended on March 31, 2015. The Report of the Secretarial Auditor is annexed as "Annexure Â B" to the Board's Report.

b) In accordance with Section 134 (3) (f) of the Companies Act, 2013, response (wherever necessary) to the observations in the Secretarial Audit Report are as under:

(i) The Company had one woman director on its Board since November 15, 2010 who resigned on January 29, 2015. Immediately after her resignation, the Company filed an application with Ministry of Civil Aviation as per Civil Aviation Requirements, for security clearance of Mrs. Shiwani Singh for her appointment as director and appointed her as director on May 21, 2015 after said security clearance (refer Para 1 of the observation of Secretarial Audit Report).

(ii) The Company shall be making offer for issue of CRPS in due course subject to compliance of provisions of Companies Act, 2013 and other applicable rules and regulations (refer Para 3 of the observation of Secretarial Audit Report).

(iii) Subsequent to the end of Financial Year 2014-15, the Company has appointed Mr. Ajay Singh as Managing Director within the prescribed time limit of the Companies Act, 2013 (refer Para 5 of the observation of Secretarial Audit Report).

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not granted any loan, given guarantee or security or made investment under the provisions of Section 186 of the Companies Act, 2013 during the financial year under review.

8. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is annexed as "Annexure Â C" to the Board's Report.

9. NUMBER OF MEETINGS OF THE BOARD

The Board met seven times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

10. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the Audited Financial Statements of the Company for year ended March 31, 2015, the Directors of your Company hereby state that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

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

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

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

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

11. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis, Corporate Governance Report and Practicing Company Secretary's Certificate regarding Compliance with the Code of Corporate Governance are made part of the Annual Report.

12. PUBLIC DEPOSITS

The Company has not invited/ accepted any deposits from the public during the financial year ended March 31, 2015.

13. TRANSFER TO RESERVES

The Company has made no transfers to reserves during the Financial Year 2014-15.

14. DISCLOSURES REQUIRED UNDER THE SEBI (EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME) GUIDELINES, 1999

S. No. a) b) c) d) e) f) g) h) i) j) k) l) m) n) Description R emark n Septembe n October 5 n Decembe d on April 1, g the year u ation has bee d under the S Grant 1, Gran 6.25 and Rs Options granted 5,200,000 op 1,804,884 op 5,422,954 op and 100,000 No grants we tions granted o tions granted o tions granted o options grante re made durin method for valu f option grante his method for Rs.24.85, Rs.4 r 11, 2007 ('Grant 1'), , 2009 ('Grant 2'), r 23, 2009 ('Grant 3'); 2010 ('Grant 4') nder review.

Pricing formula Intrinsic value the fair value o option as per t 4 is Rs.32.50, n used for determining cheme. The value per t 2, Grant 3 and Grant .27.90 respectively.

Options vested 1,276,050 Options exercised during the year Nil Total number of shares arising as a result of exercise of options Nil Total Options lapsed during the financial year. 320,975 Variations of terms of options Nil Money realized by exercise of options Not applicable Total number of options in force 955,075 Employee wise details of options granted to: senior management personnel No grants we during the ye re made to an ar under revie y senior management personnel w. any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year None identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant Erstwhile CEO (since resigned and the options have lapsed) Diluted earnings per share pursuant to issue of shares on exercise of options calculated in accordance with Accounting Standard (AS) 20 "Earning Per Share" (13.38)- before extraordinary items (12.28)- after extraordinary items Method of calculation of employee compensation cost No grants were made during the year under review. Exercise price and fair value of option No grants we re made during the year u s Option Valuation Mode air value of the options gra nder review.

Option valuation methodology Black Schole estimate the f l has been used to nted earlier.

Assumptions Grant 1 Grant 2 Grant 3 Grant 4

Dividend yield (%) 0 0 0 0

Expected life (no. of years) 2.5 1.0 2.7 2.00

Risk free interest rate (%) 7.9 8.0 8.0 8.00

Volatility (%) 55.00 67.86 67.86 94.17

Price of the underlying share in the market at the time of the grant (Rs) 57.85 34.85 56.25 57.90

12

31st Annual Report 2014-15

15. DIVIDEND

The Board of Directors have not recommended any dividend in view of the performance of the Company for the Financial Year 2014-15.

16. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

As required under Section 135 of the Companies Act, 2013, the Board of Directors of the Company constituted the CSR Committee consisting of Mr. S. Natrajhen, Mr. Nicholas Martin Paul and Mr. R. Ravivenkatesh as its Members.

The CSR Committee was reconstituted on May 28, 2015 comprising of Mr. Ajay Singh, Mr. Nicholas Martin Paul and Mr. R. Ravivenkatesh as Members. Effective, September 21, 2015 two of the Company's independent directors resigned from the Company pursuant to which the Company's CSR Committee was dissolved due to inadequacy of constituents.

Since the Company does not have net profit for the last three financial years, the Company is not mandatorily required to contribute towards CSR activities. However, the Company runs an initiative named "SpiceJet Cares" to contribute to society at large. Working in close harmony and partnering with various organizations who have done phenomenal work in this field, the Company reaches out to provide help and relief to the lesser privileged and to those in need. Few of such CSR activities are as follows:

a) Relief work and natural calamities

(i) In September 2014, the state of Jammu & Kashmir was ravaged by deadly floods. Volunteer employees of the Company were flown to assist rescue operations. Food and water were carried and distributed to the thronging masses at Srinagar airport irrespective of the airline they were flying. Commuters in need were extended all possible help at Srinagar airport and the airline assisted several NGOs in airlifting medicines and supplies for free.

(ii) During devastating earthquake in Nepal in April 2015, additional flights were operated between Kathmandu and Delhi, apart from those already scheduled. This helped in evacuation of huge number of people of various nationalities those were stranded without even basic amenities.

b) Special flights

(i) 24 underprivileged kids form the Navjyoti India Foundation and India Vision Foundation were flown to Goa on Holi 2015

(ii) In September 2015, the Company took 13 underprivileged children and 2 teachers of NGO, run by Sewa Bharati to Jaipur. This group got a privilege to meet the Chief Minister of Rajasthan.

c) Sapnon ki Udaan

In August 2015, the Company in cooperation with NDTV, operated special flight "Sapnon ki Udaan" for those who had never flown before, as 'Freedom to Fly' celebration to mark the Indian Independence Day.

17. PARTICULARS OF EMPLOYEES

We believe in building and sustaining a strong culture of positive working relationships between employees and recognize that the success of the Company is deeply embedded in the success of its human capital.

The Company had 4,185 employees as on March 31, 2015 (previous year 5,639).

The information required pursuant to Section 197(12) read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to all the Members of the Company, excluding the information on employees' particulars which is available for inspection by the Members at the Company's registered office on working days, except Saturday/ Sunday and other public holidays, between 10:00 a.m. to 12:00 noon up to the date of the Annual General Meeting.

18. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has a Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Policy in line with the requirements of the Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the Financial Year 2014-15, four complaints were filed and disposed off accordingly.

19. RISK MANAGEMENT POLICY AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has laid down procedures to inform Board members about risk assessment and minimization procedures with regard to safety of its operations. These procedures are periodically reviewed to ensure that executive management is controlling risks through properly defined framework.

The system of risk assessment and follow-up procedure is in place and considering its increased operations the Company continues to reassess its risk management plan.

20. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The management is highly conscious of the criticality of the conversation of energy at all operational levels. Adequate measures are taken to reduce energy consumption whenever possible by using energy efficient equipments. The requirement of disclosure of particulars with respect to conservation of energy and technology absorption as prescribed in Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Account) Rules, 2014 are not applicable to the Company and hence not furnished.

21. FOREIGN EXCHANGE EARNINGS & OUTGO

The details of Foreign Exchange earnings and outgo are given under the Notes to Accounts.

22. ACKNOWLEDGEMENT

The Company has been through challenging and demanding times in the recent past and is on its course of revival going forward. It would have been impossible for the Company to attain normal operations without the support of Ministry of Civil Aviation, Director General of Civil Aviation, Airport Authority of India, all private Airport Operators, other Government Authorities, Aircraft and Engine Manufacturers, Aircraft Lessors, our Bankers and all our business partners. We thank each one of them for their confidence and grateful for their continued support in re-building the airline,

We are most grateful to our passengers for reposing their faith in the airline despite experiencing operational discomfort in the past and providing us with the opportunity to regain our position. We are overwhelmed by choice of our passengers making us the top performer in terms of seat utilization in the Industry.

And lastly we are overwhelmed by the passion, perseverance and continued support of each and every employee and their respective families, who worked tirelessly and contributed in best possible manner to ensure that we are able to rebuild the airline. The Directors express their sincere appreciation to all the employees for their commendable teamwork and professionalism.

For and on behalf of the Board

Place: Gurgaon Sd/-

Date : December 1, 2015 Ajay Singh

Chairman & Managing Director

Mar 31, 2014

Dear Members,

The Directors hereby present the Thirtieth Annual Report of the Company and the Audited Accounts for the year ended March 31, 2014.

1. Financial Results

(Amount in Rs. Million)

Particulars March 31,2014 March 31,2013

Gross Income 64,370.53 58,051.41

Operating Expenses 60,081.98 48,104.77

Employee Benefit Expenses 5,756.95 5,267.99

Selling Expenses 3,521.47 2,791.45

Other Expenses 2,193.82 1,805.33

Finance Cost 1,366.15 1,157.18

Depreciation and Amortisation Expenses 1,482.60 835.45

Profit/ (Loss) before taxation and prior period items (10,032.44) (1,910.76)

Tax Expenses - -

Prior Period items - -

Profit/ (Loss) after taxation (10,032.44) (1,910.76)

2. Business

The Company completed its ninth year of operations on May 23, 2014. During its ninth year of operations, the Company focused on consolidating its operations on key routes and as on March 31, 2014 maintained its fleet size to 58 aircraft covering 51 destinations and operating 331 flights per day.

During the year ended March 2014, the Company carried 13.54 million passengers. Further, the average load factor of 72% was recorded, with a market share of over 17.8% for the month of March 2014. The Company also improved its average deployed fleet to 53.50 aircraft versus 45.90 aircraft for previous year.

Your Company also focused on processes to generate ancillary revenues which effectively offset cost of operations. The Company''s operating revenue per ASKM has come down to Rs. 3.42 from Rs.3.50 in previous year.

Members are also requested to refer to Section 3 under Management Discussion and Analysis for developments at SpiceJet.

3. Share Capital

Consequent upon exercise of option attached to Warrants, 15,000,000 (Fifteen Million) Warrants, having option to apply for and be allotted equivalent number of equity shares of the face value of Rs.10 each at a premium of Rs.26.18 allotted to Mr. Kalanithi Maran, Promoter of the Company on preferential basis during the financial year 2012-13 were converted into equity shares on November 30, 2013.

In March 2014, the Company has also allotted (i) 45,000,000 (Forty Five Million) Warrants, having option to apply for and be allotted equivalent number of equity shares of the face value of Rs.10 each at a premium of Rs.10.76 to M/s Kal Airways Private Limited, Promoter of the Company; and (ii) 19,169,000 (Nineteen Million One Hundred and Sixty Nine Thousand) Warrants, having option to apply for and be allotted equivalent number of equity shares of the face value of Rs.10 each at a premium of Rs.10.76 to Mr. Kalanithi Maran, Promoter of the Company.

These Warrants are convertible into equity shares (at the option of Allottee) effective April 1, 2014 in accordance with terms of issue of these Warrants.

4. Postal Ballot

In February, 2014 the Members of the Company approved the following proposals by way of postal ballot:

(a) Create, offer, issue and allot upto (i) 45,000,000 Warrants, having option to apply for and be allotted equivalent number of equity shares of the face value of Rs.10 each to M/s Kal Airways Private Limited; and (ii) 19,169,000 Warrants, having option to apply for and be allotted equivalent number of equity shares of the face value of Rs.10 each to Mr. Kalanithi Maran; and

(b) Consent to the Board of Directors of the Company under Section 180(1)(c) of the Companies Act, 2013 to borrow money from time to time up to a limit not exceeding in aggregate Rs.5,000 Crore.

5. Dividend

The Board of Directors have not recommended any dividend in view of the performance of the Company for the financial year ended March 31, 2014.

6. Directors

In terms of the provision of Section 152(6) of the Companies Act, 2013, Mr. S. Natrajhen is liable to retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

The Company has received requisite notices under Section 160 of the Companies Act, 2013 in writing proposing the appointment of Mr. M. K. Harinarayanan, Mr. J. Ravindran, Mr. Nicholas Martin Paul and Mr. R. Ravivenkatesh as Independent Directors of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The profiles of these Directors, as required by Clause 49 of the Listing Agreement, are given along with the Notice of the Annual General Meeting.

7. Personnel

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, readwith Companies (Particulars of Employees) Rules, 1975 as amended, forms part of the Directors'' Report. However, as per provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the Members of the Company, excluding the statement of particulars under Section 217 (2A) of the Companies Act, 1956. The Statement is open for inspection at the Registered Office of the Company during working hours.

8. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm:

(i) that in the preparation of the accounts for the year ended March 31, 2014, except otherwise disclosed, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

(iii) that, except otherwise disclosed in the Notes to the Accounts, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the accounts for the year ended March 31, 2014 on a going concern basis.

9. Response on Auditors'' Report:

In accordance with Section 217(3) of the Companies Act, 1956, information and explanations to various comments made by the Auditors in their Report to the Members are mentioned in the Notes to the Accounts, which form part of the Balance Sheet for the year ended March 31, 2014.

10. Disclosures required under the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999

a) Options granted :

5,200,000 options granted on September 11, 2007 (''Grant 1''), 1,804,884 options granted on October 5, 2009 (''Grant 2''), 5,422,954 options granted on December 23, 2009 (''Grant 3''); and 100,000 options granted on April 1, 2010 (''Grant 4'') No grants were made during the year under review.

b) Pricing formula :

Intrinsic value method for valuation has been used for determining the fair value of option granted under the Scheme. The value per option as per this method for Grant 1, Grant 2, Grant 3 and Grant 4 is Rs.32.50, Rs.24.85, Rs.46.25 and Rs.27.90 respectively.

c) Options vested : 1,407,225

d) Options exercised during the year : Nil

e) Total number of shares arising as a result of exercise o f options : Nil

f) Total Options lapsed during the : 131,175 financial year.

g) Variations of terms of options : Nil

h) Money realised by exercise of options : Not applicable

i) Total number of options in force : 1,276,050

j) Employee wise details of options granted to:

i) senior management personnel : No grants were made to any senior management personnel during the year under review.

ii) any other employee who None receives a : None grant in any one year of option amounting to 5% or more of option granted during that year

iii) identified employees who were granted option, du ring any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant : Erstwhile CEO (since resigned and the options have lapsed)

k) Diluted earnings per share pursuant to issue of shares on exercise of options calculated in accordance with Accounting Standar d (AS) 20 "Earning Per Share" : (19.16)

l) Method of calculation of employee compensation cost : No grants were made during the year under review.

m) Exercise price and fair value of option : No grants were made during the year under review.

n) Option valuation methodology : Black Scholes Option Valuation Model has been used to estimate the fair value of the options granted earlier

Assumptions Grant 1 Grant 2 Grant 3 Grant 4

Dividend yield (%) 0 0 0 0

Expected life (no. of years) 2.5 1.0 2.7 2.00

Risk free interest rate (%) 7.9 8.0 8.0 8.00

Volatility (%) 55.00 67.86 67.86 94.17

Price of the underlying share 57.85 34.85 56.25 57.90 in the market at the time of the grant (Rs)

11. Conservation of Energy & Technology Absorption

The management is highly conscious of the criticality of the conversation of energy at all operational levels. Adequate measures are taken to reduce energy consumption whenever possible by using energy efficient equipments. The requirement of disclosure of particulars with respect to conservation of energy and technology absorption as prescribed in Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company and hence not furnished.

12. Foreign Exchange Earnings & Outgo

The details of Foreign Exchange earnings and outgo are given under the Notes to Accounts.

13. Public Deposits

The Company has not invited/ accepted any deposits from the public during the financial year ended March 31, 2014.

14. Auditors

The Auditors, M/s S.R. Batliboi & Associates LLP, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

15. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis, Corporate Governance Report and Practicing Company Secretary''s Certificate regarding Compliance with the Code of Corporate Governance are made part of the Annual Report.

16. Information as required under the listing agreement

Shares of the Company are presently listed at BSE Limited, P. J. Towers, Dalal Street, Mumbai and the Company has paid listing fee upto March 31, 2015 in respect of above stock exchange.

17. Acknowledgement

The Directors are thankful to the Members and Investors for their confidence and continued support. The Directors are grateful to Central and State Government, Stock Exchange, Securities & Exchange Board of India, Reserve Bank of India, Ministry of Civil Aviation, DGCA, Custom and other Government Authorities, Banks and last but not the least, its trusted passengers for their continued support.

The Directors would like to express their sincere thanks and appreciation to all the employees for their commendable teamwork and professionalism.

For and on behalf of the Board

Sd/- Sd/- Place : Chennai S. Natrajhen Nicholas Martin Paul Date : August 14, 2014 Managing Director Director

Mar 31, 2013

Dear Shareholder,

The Directors hereby present the Twenty Ninth Annual Report and the Audited Accounts for the year ended March 31, 2013.

1. Financial Results

(Amount in Rs. Million)

Particulars March 31, 2013 March 31, 2012

Gross Income 58,051.41 40,191.14

Operating Expenses 48,104.77 37,079.00

Employee Benefit Expenses 5,267.99 4,028.72

Selling Expenses 2,791.45 2,704.20

Other Expenses 1,805.33 1,604.35

Finance Cost 1,157.18 522.57

Depreciation and Amortisation Expenses 835.45 309.98

Profit/ (Loss) before taxation and prior period items (1,910.76) (6,057.68)

Tax Expenses - -

Prior Period items - -

Profit/ (Loss) after taxation (1,910.76) (6,057.68)

Explanations to various comments made by the Auditors in their Report to the shareholders are mentioned in the Notes to the Accounts, which forms part of the Balance Sheet for the year ended March 31, 2013.

2. Business

The Company completed its eighth year of operations on May 23, 2013. In its eighth year of operations, the Company focused on consolidating its operations on key routes and maintained its fleet size to 55 aircraft covering 54 destinations and operating 370 flights per day, as on the date of this report.

During the year ended March 2013, the Company carried 12.75 million passengers. Further, the average load factor of 74.31% was recorded, with a market share of over 20.40% for the month of March 2013. The Company also improved its average deployed fleet to 45.90 aircraft versus 32.50 aircraft for previous year.

During the year under review, the Company also inducted additional Bombardier Q400 aircraft to its fleet to connect to Tier II and III cities in order to have wide market penetration and better connectivity.

Your company also focused on processes to generate ancillary revenues which effectively offset cost of operations. The Company has managed to improve the operating revenue per ASKM to Rs. 3.50 from Rs.2.88 in previous year.

3. Share Capital

- Preferential allotment:

During the year under review, 42,900,000 equity shares of Rs.10 each at a premium of Rs.13.18 per share were allotted to Mr. Kalanithi Maran, Promoter of the Company on preferential issue.

Further the Company allotted 13,000,000 14% Unsecured Compulsorily Convertible Debentures ("CCDs") of the face value of Rs.100 each to Mr. Kalanithi Maran, Promoter of the Company on preferential basis which are convertible into equity shares at a conversion price of Rs.36.18 per share. These outstanding CCDs as on March 31, 2013 represent 35,931,453 equity shares of Rs.10 each which have been duly converted into equity shares on April 18, 2013 pursuant to exercise of option by the allottee.

The Company has also allotted 15,000,000 (Fifteen Million) Warrants, having option to apply for and be allotted equivalent number of equity shares of the face value of Rs.10 each at a premium of Rs.26.18 to Mr. Kalanithi Maran, Promoter of the Company on preferential basis.

- Authorised Share Capital:

During the year under review, the authorised share capital of the Company was increased to Rs.10,000,000,000 (Rupees Ten Thousand Million) divided into 1,000,000,000 (One Thousand Million) equity shares of Rs.10 (Rupees Ten) each.

4. Postal Ballot

In December 2012 the Members of the Company approved the following proposals by way of postal ballot:

- Increase in Authorised Share Capital of the Company to Rs.10,000,000,000 (Rupees Ten Thousand Million) divided into 1,000,000,000 (One Thousand Million) equity shares of Rs.10 (Rupees Ten).

- Issue and allotment of 13,000,000 (Thirteen Million) 14% Unsecured Compulsorily Convertible Debentures aggregating to Rs.1300,000,000 on preferential basis to Mr. Kalanithi Maran, Promoter of the Company.

- Allotment of 15,000,000 (Fifteen Million) Warrants with an option to apply for and be allotted equivalent number of equity shares on preferential basis to Mr. Kalanithi Maran, Promoter of the Company.

- Re-designation of Mr. S. Natrajhen as Managing Director.

- Election of Mr. Kalanithi Maran as director not liable to retire by rotation.

- Election of Mrs. Kavery Kalanithi as director not liable to retire by rotation.

5. Material Developments

- Import of Aviation Turbine Fuel:

The Company has received approval from the Director General of Foreign Trade (DGFT), under the Ministry of Commerce and Industry, Government of India, for importing aviation turbine fuel (ATF) directly from overseas market. SpiceJet Limited is the first airline in the country to apply for import of ATF and to get clearance for the same. The Company expects to import ATF in near future which will help to reduce its operating costs.

- Acquisition of Q400 Aircraft:

The Company has completed acquisition of fifteen Bombardier Q400 NextGen turboprop aircraft which have been deployed to connect Tier II and Tier III cities in India.

- International Operation:

The Company is expanding its operations to international destinations and now SpiceJet is connected to Colombo, Dubai, Guangzhou, Kabul, Kathmandu, Male, Riyadh and Sharjah and will shorty commence flights to other Asian destinations. The Company has developed certain innovative sectors which include Delhi-Guangzhou, Ahmedabad-Dubai and Varanasi-Sharjah.

6. Dividend

In view of loss during the fiscal year, Directors do not recommend any dividend.

7. Directors

- Mr. Kalanithi Maran and Mrs. Kavery Kalanithi were elected as director not liable to retire by rotation.

- Mr. S. Natrajhen was re-designated as Managing Director of the Company with effect from September 10, 2012 for the remainder period of his appointment i.e. upto November 10, 2014 without any change in the other terms and conditions including payment of remuneration.

- In terms of the provision of Section 256 of the Companies Act, 1956, Mr. Nicholas Martin Paul and Mr. R. Ravivenkatesh are liable to retire by rotation at the forthcoming Annual General Meeting of the Company. Mr. Nicholas Martin Paul and Mr. R. Ravivenkatesh being eligible, offer themselves for re-appointment.

8. Personnel

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, readwith Companies (Particulars of Employees) Rules, 1975 as amended, forms part of the Directors Report. However, as per provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the Members of the Company, excluding the statement of particulars under Section 217(2A) of the Companies Act, 1956. The Statement is open for inspection at the Registered Office of the Company during working hours and a copy of the same may be obtained by writing to the Company at its Registered Office.

9. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm:

i. that in the preparation of the accounts for the year ended March 31, 2013, except otherwise disclosed, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. that except otherwise disclosed in the Notes to the Accounts, they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii. that, except otherwise disclosed in the Notes to the Accounts, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that they have prepared the accounts for the year ended March 31, 2013 on a going concern basis.

11. Conservation of Energy & Technology Absorption

The management is highly conscious of the criticality of the conversation of energy at all operational levels. Adequate measures are taken to reduce energy consumption whenever possible by using energy efficient equipments. The requirement of disclosure of particulars with respect to conservation of energy and technology absorption as prescribed in Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company and hence not furnished.

12. Foreign Exchange Earnings & Outgo

The Company had foreign exchange earnings of Rs.1,791.53 million while the outgoings were Rs.15,118.63 million during the year under review.

13. Public Deposits

During the year, the Company has not invited/ accepted any deposit under Section 58A of the Companies Act, 1956.

14. Auditors

M/s S.R. Batliboi & Associates LLP, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

Your Directors recommend the re-appointment of M/s S.R. Batliboi & Associates LLP, Chartered Accountants as Statutory Auditors of the Company to hold the office from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting.

15. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis, Corporate Governance Report and Practicing Company Secretary''s Certificate regarding Compliance with the Code of Corporate Governance are made part of the Annual Report.

16. Information as required under the listing agreement

Shares of the Company are presently listed at BSE Limited, P. J. Towers, Dalal Street, Mumbai and the Company has paid listing fee upto March 31, 2014 in respect of above stock exchange.

17. Acknowledgement

The Directors are thankful to the Members and Investors for their confidence and continued support. The Directors are grateful to Central and State Government, Stock Exchange, Securities & Exchange Board of India, Reserve Bank of India, Ministry of Civil Aviation, DGCA, Custom and other Government Authorities, Banks and last but not the least, its trusted passengers for their continued support.

The Directors would like to express their sincere thanks and appreciation to all the employees for their commendable teamwork and professionalism.

For and on behalf of the Board

Sd/

Kalanithi Maran

Chairman

Place: Chennai

Date : August 5, 2013

Mar 31, 2012

Dear Shareholders,

The Directors hereby present the Twenty Eighth Annual Report and the Audited Accounts for the year ended March 31, 2012.

1. Financial Results

(Amount in Rs. Million)

Particulars March 31, 2012 March 31, 2011

Gross Income 40,191.14 29,639.15

Operating Expenses 37,079.00 22,546.60

Employee Benefit Expenses 4,028.72 2,439.26

Selling Expenses 2,704.20 2,094.67

Other Expenses 1,604.35 1,083.41

Finance Cost 522.57 104.42

Depreciation and Amortisation Expenses 309.98 89.10

Profit/ (Loss) before taxation and prior period items (6,057.68) 1,281.69

Tax Expenses - (247.37)

Prior Period items - (22.77)

Profit/ (Loss) for the year (6,057.68) 1,011.55

Explanations to various comments made by the Auditors in their Report to the shareholders are mentioned in the Notes to the Financial Statements, which form part of the Balance Sheet for the year ended March 31, 2012.

2. Business

The Company completed its seventh year of operations on May 23, 2012. In its seventh year of operations, the Company focused on consolidating its operations on key routes and maintained its fleet size to 47 aircraft covering 39 destinations and operating 281 flights per day, as on the date of this report.

During the year ended March 2012, the Company carried 10.89 million passengers. Further, the average load factor of 75% was recorded, with a market share of over 17.10% for the month of March 2012. The Company also improved its average deployed fleet to 34.74 aircraft versus 22.50 aircraft for previous year.

During the year under review, the Company also inducted Bombardier Q400 aircraft to its fleet to connect to Tier II and III cities in order to have wide market penetration and better connectivity.

Your company also focused on processes to generate ancillary revenues which effectively offset cost of operations. The Company has managed to improve the operating revenue per ASKM to Rs.2.92 from Rs. 2.75 in previous year.

3. Share Capital

-ESOP allotment:

During the year under review, 171,665 equity shares were allotted consequent upon exercise of stock options under the Employee Stock Option Scheme 2007.

-Preferential allotment:

During the year under review, 35,900,000 equity shares of Rs.10 each at a premium of Rs.26.48 per share were allotted to Mr. Kalanithi Maran, Promoter of the Company on preferential basis.

The Company has further allotted 42,900,000 equity shares of Rs. 10 each at a premium of Rs.13.18 per share on preferential basis to Mr. Kalanithi Maran, Promoter of the Company on April 10, 2012.

-Authorised Capital:

During the year under review, the authorised Capital of the Company was increased to Rs.5,650,000,000 (Rupees Five Thousand Six Hundred Fifty Million) divided into 565,000,000 (Five Hundred Sixty Five Million) equity shares of Rs.10 (Rupees Ten) each.

4. Postal Ballot

In April, 2012 the Members of the Company approved the following proposals by way of postal ballot:

-Allotment of equity shares not exceeding 42,900,000 to Mr. Kalanithi Maran, Promoter of the Company on preferential basis.

-Appointment of Mr. S. Natrajhen as a Whole-time Director of the Company to be designated as "Executive Director"

5. Material Developments

-Acquisition of Q400 Aircraft:

The Company had placed an order for fifteen Bombardier Q400 NextGen turboprop aircraft and out of said order the Company has taken delivery of twelve such aircraft. SpiceJet is the first airline to launch this aircraft in India.

-International Operation:

The Company is expanding its wings in international skies and apart from Kathmandu and Colombo; SpiceJet is now connected to Dubai with its daily flights from Delhi and Mumbai and will shortly commence flights to other Asian destinations.

6. Dividend

In view of loss during the fiscal year, Directors do not recommend any dividend.

7. Directors & Company Secretary

-On August 12, 2011, Mr. S. Sridharan resigned from the Board of Directors of the Company.

-Mr. S. Natrajhen was appointed as an Additional Director and Executive Director of the Company with effect from November 11, 2011 for a period of three years. His office as an Additional Director will expire at ensuing Annual General Meeting of the Company.

Further, Mr. R. Ravivenkatesh was also appointed as an Additional Director on the Board of the Company on April 19, 2012 and he shall hold office upto the date of ensuing Annual General Meeting.

The Company has received notice under Section 257 of the Companies Act, 1956 proposing their candidature and you are requested to consider the same.

-In terms of the provision of Section 256 of the Companies Act, 1956, Mr. M. K. Harinarayanan and Mr. J. Ravindaran are liable to retire by rotation at the forthcoming Annual General Meeting of the Company. Mr. M. K. Harinarayanan and Mr. J. Ravindaran being eligible, offer themselves for re-appointment.

-Mr. A. K. Maheshwary, Vice President (Legal) & Company Secretary has resigned from the Company effective January 1, 2012 and Mr. Chandan Sand has been appointed as GM (Legal) & Company Secretary of the Company.

8. Personnel

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, forms part of the Directors Report. However, as per provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the Members of the Company, excluding the statement of particulars under Section 217 (2A) of the Companies Act, 1956. The Statement is open for inspection at the Registered Office of the Company during working hours and a copy of the same may be obtained by writing to the Company at its Registered Office.

9. Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm:

i. that in the preparation of the accounts for the year ended March 31, 2012, except otherwise

disclosed, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. that except otherwise disclosed in the Notes to the Accounts, they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii. that, except otherwise disclosed in the Notes to the Accounts, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that they have prepared the accounts for the year ended March 31, 2012 on a going concern basis.

11. Conservation of Energy & Technology Absorption

The management is highly conscious of the criticality of the conversation of energy at all operational levels. Adequate measures are taken to reduce energy consumption whenever possible by using energy efficient equipments. The requirement of disclosure of particulars with respect to conservation of energy and technology absorption as prescribed in Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company and hence not furnished.

12. Foreign Exchange Earnings & Outgo

The Company had foreign exchange earnings of Rs.591.56 million while the outgoings were Rs. 8,831.29 million during the year under review.

13. Public Deposits

During the year, the Company has not invited/ accepted any deposit under Section 58A of the Companies Act, 1956.

14. Auditors

M/s S.R. Batliboi & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

Your Directors recommend the re-appointment of M/s S.R. Batliboi & Associates, Chartered Accountants as Statutory Auditors of the Company to hold the office from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting.

15. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis, Corporate Governance Report and Practicing Company Secretary's Certificate regarding Compliance with the Code of Corporate Governance are made part of the Annual Report.

16. Information as required under the listing agreement

Shares of the Company are presently listed at BSE Limited, P. J. Towers, Dalal Street, Mumbai and the Company has paid listing fee upto March 31, 2013 in respect of above stock exchange.

17. Acknowledgement

The Directors are thankful to the Members and Investors for their confidence and continued support. The Directors are grateful to Central and State Government, Stock Exchange, Securities & Exchange Board of India, Reserve Bank of India, Ministry of Civil Aviation, DGCA, Custom and other Government Authorities, Banks and last but not the least, its trusted passengers for their continued support.

The Directors would like to express their sincere thanks and appreciation to all the employees for their commendable teamwork and professionalism.

For and on behalf of the Board

Sd/-

Kalanithi Maran Chairman

Place: Chennai

Date: July 30, 2012

Mar 31, 2011

Dear Shareholders,

The Directors hereby present the Twenty Seventh Annual Report and the Audited Accounts for the year ended March 31, 2011.

1. Financial Results

(Amount in Rs. Million)

Particulars March 31, 2011 March 31, 2010

Gross Income 29,606.04 22,420.91

Operating Expenses 22,535.94 16,939.56

Employee Remuneration and Benefits 2,406.15 1,814.11

Selling Expenses 2,237.19 1,921.52

Administrative Expenses 943.93 821.56

Finance Charges 112.04 113.82

Depreciation and Amortisation 89.10 76.43

Profit/ (Loss) before taxation 1,281.69 733.91

Minimum alternative tax 247.37 63.66

Prior Period Adjustments 22.77 55.76

Profit/ (Loss) after taxation 1,011.55 614.49

Explanations to various comments made by the Auditors in their Report to the shareholders are mentioned in the Notes to the Accounts, which forms part of the Balance Sheet for the year ended March 31, 2011.

2. Business

The Company completed its sixth year of operations on May 23, 2011. In its Sixth year of operations, the Company focused on consolidating its operations on key routes and maintained its fleet size to twenty three aircraft covering 22 destinations and operating 170 flights daily.

During the year ended March 2011, the Company carried 8.61 million passengers. Further, the average load factor of 82.5% was recorded, with a market share of over 13% for the month of March 2011. The Company also improved its average deployed fleet to 22.50 aircraft versus 18.82 aircraft for previous year.

Your Company also focused on processes to generate ancillary revenues which effectively offset cost of operations. The Company has managed to improve the Operating revenue per ASKM to Rs.2.75 from Rs.2.49 in previous year.

3. Share Capital

During the year under review, the paid-up share capital of the Company was increased by allotment of

- 15,360,715 equity shares of Rs.10 each at a price of Rs.39.46 per equity share consequent upon conversion of 15,360,715 warrants in terms of approvals accorded by the shareholders and FIPB;

- 147,215,040 equity shares of Rs.10 each at a price of Rs.25 per equity share consequent upon conversion of 798 Foreign Currency Convertible Bonds of US$ 100,000 each aggregating to US$ 79,800,000; and

- 919,600 equity share consequent upon conversion of exercise of stock options under the Employee

Stock Option Scheme 2007.

In view of above capitalization the net worth of the Company has become positive and stands at Rs.3,211.05 million as on March 31, 2011.

4. Other Material Developments

During the year under review, in terms of the Open Offer made by KAL Airways Private Limited and Mr. Kalanithi Maran (collectively referred to as the "Acquirers") through Public Announcement on June 14, 2010 and Corrigendum Public Announcements on October 16, 2010 under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, have acquired, in aggregate, 156,528,305 equity shares of the Company, including 31,077,500 equity shares acquired from Royal Holdings Services Limited (the "Erstwhile Promoter"). On account of the above acquisition, the Acquirers have become Promoters of the Company holding 38.60% of the current paid-up capital of the Company.

5. Dividend

In view of accumulated losses brought forward, your Directors do not recommend any dividend.

6. Directors

Subsequent to the change of control of the Company on November 15, 2010, Mr. B. S. Kansagra, Mr. Kishore Gupta, Mr. Mukkaram Jan and Mr. Vijay Kumar resigned from the directorship of the Company with effect from November 15, 2010.

Further, Mr. Kalanithi Maran, Mrs. Kavery Kalanithi, Mr. S. Sridharan (since then resigned on August 12, 2011), Mr. J. Ravindran, Mr. Nicholas Martin Paul and Mr. M. K. Harinarayanan were appointed as additional directors on the Board of the Company on November 15, 2010 and shall hold office upto the date of ensuing annual general meeting. The Company has received notice under section 257 of the Companies Act, 1956 proposing their candidature and you are requested to consider the same.

7. Personnel

Information as required under the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, forms part of this report. However, as per provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders excluding the statement of particulars under Section 217 (2A). The Statement is open for inspection at the registered office of the Company during working hours and a copy of the same may be obtained by writing to the Company at its registered office.

8. Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confirm:

i. that in the preparation of the accounts for the year ended March 31, 2011, except otherwise disclosed, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. that except otherwise disclosed in the Notes to the Accounts, they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of review period and of the profit or loss of the Company for that period;

iii. that, except otherwise disclosed in the Notes to the Accounts, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that they have prepared the accounts for the year ended March 31, 2011 on a going concern basis.

9. Employee Stock Option Scheme

S. No. Description Remark

a) Options granted 5,200,000 options granted on September 11, 2007 ('Grant 1'), 1,804,884 options granted on October 05, 2009 ('Grant 2'), 5,422,954 options granted on December 23, 2009 ('Grant 3'); and 100,000 options granted on April 1, 2010 ('Grant 4)

b) Pricing formula Intrinsic value method for valuation has been used for determining the fair value of option granted under the Scheme. The value per option as per this method for Grant 1, Grant 2, Grant 3 and Grant 4 is Rs.32.50, Rs.24.85, Rs.46.25 and Rs.27.90 respectively.

c) Options vested 1,377,750

d) Options exercised during the year 919,600

e) Total number of shares arising as a result of exercise of options 919,600

f) Total Options lapsed 8,997,438

FY 2007-08: 389,000

FY 2008-09: 891,000

FY 2009-10: 300,800

FY 2010-11: 7,416,638

g) Variations of terms of options Nil

h) Money realised by exercise of options Rs.27,588,000

i) Total number of options in force 1,969,200

j) Employee wise details of options granted to:

i) senior management personnel

SN Name Designation Options Granted

1 Samyukth Sridharan CCO 200,000

2 Virender Pal CTO 50,000

Sr. VP & Head

3 Kamal Hingorani 50,000

Ground Services

ii) any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year

None

iii) identified employees who were granted option, during any one year, equal to or exceeding 1% of the is s ued capit al (excluding outstanding warrants and conversions) of the Company at the time of grant Mr. Sanjay Aggarwal (since resigned and the options have lapsed)

k) Diluted earnings per share pursuant to issue of shares on exercise of options calculated in accordance with Accounting Standard (AS) 20 "Earning Per 2.49

I) Method of calculation of employee compensation cost

The employee compensation is calculated based on intrinsic value of the options and the difference between the employee compensation cost so computed and the employee compensation cost as per fair value (as per Black Scholes Model) of options is as under:

No. of options Intrinsic Fair value Difference granted value

100,000 27.90 34.84 6.94

Had the compensation cost been determined in a manner consistent with the fair value method as above, the employee compensation cost would have been higher by Rs.0.9 million, profit after tax would have been lower by Rs.0.44 million and the diluted EPS would have been Rs.2.80.

m)Exercise price and fair value Stock option Weighted average fair Weighted average exercise of options (number) value per option price per option

- granted on April 1, 2010 100,000 34.84 30.00

n) Option valuation methodology Black Scholes Option Valuation Model has been used to estimate the fair value of the options granted

Assumptions Grant 1 Grant 2 Grant 3 Grant 4

Dividend yield (%) 0 0 0 0

Expected life (no of years) 2.5 1.0 2.7 2.00

Risk free interest rate (%) 7.9 8.0 8.0 8.00

Volatility (%) 55.00 67.86 67.86 94.17

Price of the underlying share in the 57.85 34.85 56.25 57.90 market at the time of the grant (Rs)

10. Conservation of Energy & Technology Absorption

Particulars as required under section 217(1) (e) of the Companies Act, 1956, relating to conservation of energy and technology absorption are not applicable for the year under review, and hence not furnished.

11. Foreign Exchange Earnings & Outgo

The Company had foreign exchange earnings of Rs.695.00 million while the outgoings were Rs.12,412.48 million during the year under review.

12. Deposits/ Borrowings

The Company has not accepted any deposit under provisions of Section 58A of the Companies Act,1956 during the year under review.

13. Auditors

M/s S. R. Batliboi & Associates, Auditors of the Company will retire at the forth coming Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956. On recommendation of the Audit Committee, the Board in its meeting held on May 27, 2011 proposes their name for re-appointment. You are requested to consider their appointment.

14. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd., Management Discussion and Analysis, Corporate Governance Report and Practicing Company Secretary's Certificate regarding Compliance with the Code of Corporate Governance are made part of the Annual Report.

15. Information as required under the listing agreement

Shares of the company are presently listed at Bombay Stock Exchange Limited, P. J. Towers, Dalal Street, Mumbai and the company has paid listing fee upto March 31, 2012 in respect of above stock exchange.

16. Acknowledgement

The Directors thank all government, regulatory bodies and shareholders for their consistent support in the smooth airline operations of the Company. We also place on record our appreciation to the contribution made by company's staff at all levels, without whom the Company would not have attained such great heights in such a short period of its operations.

For and on behalf of the Board

Sd/-

Kalanithi Maran

Date: August 26, 2011 Chairman

Mar 31, 2010

The Directors hereby present the Twenty Sixth Annual Report and the Audited Accounts for the year ended March 31, 2010.

1. Financial Results

(Amount in Rs. Million)

Particulars March 31, 2010 March 31, 2009

Gross Income 22,420.91 18,135.38

Operating Expenses 16,939.56 17,034.31

Employee Remuneration and Benefits 1,814.11 1,548.21

Selling Expenses 1,921.52 1,095.53 Administrative Expenses 821.56 1,408.00

Finance Charges 113.82 160.22

Depreciation and Amortisation 76.43 72.54

Loss on settlement of litigations - 187.82

Profi t/ (Loss) before taxation 733.91 (3,371.25)

Minimum Alternate Tax/ Fringe Benefit Tax 63.66 33.19

Prior Period Adjustments 55.76 121.23

Profi t/ (Loss) after taxation 614.49 (3,525.67)

Explanations to various comments made by the Auditors in their Report to the shareholders are mentioned in the Notes to the Accounts, which forms part of the Balance Sheet for the year ended March 31, 2010.

2. Business

The Company completed its fi fth year of operations on May 23, 2010. In fi fth year of operations, the Company focused on consolidating its operations on key routes and maintained its fl eet size to twenty aircraft covering 19 destinations and operating 122 fl ights daily.

During the year ended March 2010, the Company carried 6.63 million passengers. Further, the average load factor of 77.6% was recorded, with a market share of over 12% for the month of March 2010. The Company also improved its average deployed fl eet to 18.82 aircraft versus 17.02 aircraft for previous year.

Your Company also focused on processes to generate ancillary revenues which effectively offset cost of operations. The Company has managed to improve the operating revenue per ASKM to Rs.2.49 from Rs.2.34 in previous year.

3. Share Capital

During the year under review, the paid-up share capital of the Company was increased by 862,550 equity share consequent upon exercise of stock options under the Employee Stock Option Scheme 2007.

Post closure of the year under review, the Company allotted 15,360,715 equity shares of Rs.10 each at a price of Rs.39.46 per equity share consequent upon conversion of 15,360,715 warrants in terms of approvals accorded by the shareholders and FIPB.

Further, the Company allotted 127,843,840 equity shares of Rs.10 each at a price of Rs.25 per equity share consequent upon conversion of 693 Foreign Currency Convertible Bonds of US$ 100,000 each aggregating to US$ 69,300,000.

In view of above capitalization the net worth of the Company has now become positive.

4. Other Material Developments

(a) Royal Holdings Services Limited, the Promoter of the Company and certain other shareholders of the Company executed Share Purchase Agreements dated June 12, 2010 (SPA) with Mr. Kalanithi Maran and KAL Airways Private Limited (the "Acquirers") whereby the Acquirers have agreed to acquire 37.73% of the fully diluted equity share capital of the Company and consequently acquire management and control of the Company.

Consequently, the Acquirers have also made an open offer under Regulation 10 and 12 of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 to the public shareholders of the Company to acquire up to an additional 82,980,161 equity shares, representing 20% of the fully diluted equity share capital of the Company. Post completion of open offer, the Acquirers may hold upto 57.73% of the fully diluted equity capital of the Company.

Mr. Kalanithi Maran, the promoter of Sun Network is also the Chairman and Managing Director of the Sun TV Network Limited (Sun TV). Sun TV is a public Limited Company listed at the Mumbai and National Stock Exchanges and has a market cap of about Rs.16,750 crores (USD 3.6 billion). Mr. Maran has also other interests in the Media and Entertainment world and owns majority stake in Sun Direct TV Private Limited that has emerged as the fastest growing DTH player in the country with a subscriber base of about 5.5 million subscribers in a short span of 2 ÃÂ½ years. He also runs the No.1 Tamil Daily, Dinakaran selling over 1.2 million copies every day. Mr. Maran is also the promoter of Kal Airways Private Limited.

(b) Reference note no.2.2 of the Notes to the Accounts (Schedule XVIII) forming part of the fi nancial statement for the year under review. The Review Petition fi led by Hindustan Development Corporation Limited ("HDCL") (now renamed as Mallanpur Steels Limited) against the Scheme of Settlement of the Company, has been dismissed by the Delhi High Court on July 16, 2010

5. Dividend

In view of accumulated losses brought forward, your Directors do not recommend any dividend.

6. Directors

Mr. Atul Sharma and Mr. Ajay Singh retire by rotation in the forthcoming Annual General Meeting and they do not seek reappointment. The Company has decided not to fill the vacancy, for the time being, caused by their retirement.

Mr. Tom Ronell ceased to be nominee director on the Board of the Company with effect from February 5, 2010 consequent upon sale of entire equity stake by Istithmar PJSC.

7. Personnel

Information as required under the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, forms part of this report. However, as per provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders excluding the statement of particulars under Section 217 (2A). The Statement is open for inspection at the registered offi ce of the Company during working hours and a copy of the same may be obtained by writing to the Company at its registered offi ce.

8. Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, confi rm:

i. that in the preparation of the accounts for the year ended March 31, 2010, except otherwise disclosed, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. that except otherwise disclosed in the Notes to the Accounts, they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of review period and of the profi t or loss of the Company for that period;

iii. that, except otherwise disclosed in the Notes to the Accounts, they have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that they have prepared the accounts for the year ended March 31, 2010 on a going concern basis.

10. Conservation of Energy & Technology Absorption

Particulars as required under section 217(1) (e) of the Companies Act, 1956, relating to conservation of energy and technology absorption are not applicable for the year under review, and hence not furnished.

11. Foreign Exchange Earnings & Outgo

The Company had foreign exchange earnings of Rs.596.44 million while the outgoings were Rs.6,269.4 million during the year under review.

12. Deposits/ Borrowings

The Company has not accepted any deposit under provisions of Section 58A of the Companies Act, 1956 during the year under review.

13. Auditors

The Company has received a special notice under Section 225 of the Companies Act, 1956 from a shareholder proposing the name of M/s S. R. Batliboi & Associates, Chartered Accountants, New Delhi for appointment as Statutory Auditors of the Company. M/s Walker, Chandiok & Co, Chartered Accountants, retiring auditors have advised the Company that in view of special notice received under Section 225 of the Companies Act, 1956, they do not wish to offer themselves for re-appointment at the ensuing Annual General Meeting. The Directors place on record deep appreciation for the assistance and guidance extended by M/s Walker, Chandiok & Co., Chartered Accountants during their tenure as Auditors of the Company.

The Company has received a letter from M/s S. R. Batliboi & Associates, New Delhi to the effect that their appointment, if made, would be within the prescribed limits under section 224(1-B) of the Companies Act, 1956. On recommendation of the Audit Committee, the Board in its meeting held on July 27, 2010, proposed their appointment as the Statutory Auditors of the Company. You are requested to consider their appointment.

14. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd., Management Discussion and Analysis, Corporate Governance Report and Practicing Company Secretarys Certifi cate regarding Compliance with the Code of Corporate Governance are made part of the Annual Report.

15. Information as required under the listing agreement

Shares of the company are presently listed at Bombay Stock Exchange Limited, P. J. Towers, Dalal Street, Mumbai and the company has paid listing fee upto March 31, 2011 in respect of above stock exchange.

16. Acknowledgement

The Directors thank all government, regulatory bodies and shareholders for their consistent support in the smooth airline operations of the Company. We also place on record our appreciation to the contribu- tion made by companys staff at all levels, without whom the Company would not have attained such great heights in such a short period of its operations.

For and on behalf of the Board Sd/- Sd/- B. S. Kansagra Kishore Gupta Director Director

Place: Gurgaon, Haryana Date: July 27, 2010

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