SpiceJet Ltd Auditor Reports

To the Members of SpiceJet Limited

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

1. We have audited the accompanying standalone financial statements of SpiceJet Limited (the Company}, which comprise the Balance Sheet as at March 31 , 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for Qualified Opinion section of our report, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the Act) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31 , 2024, and its loss (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Qualified Opinion

3. We report that the Company is in non-compliance with various laws and regulations applicable to the Company as detailed in Note 48 to the accompanying standalone financial statements. Pending regu larising of these non-compliances under the respective laws and regu lations, the management is of the view that the impact of the aforesaid non-compliances on the accompanying standalone financial statements is presently unascertainable. In the absence of necessary assessment of the impact of the aforesaid matter, including fine and penalties that may be levied, we are unable to comment on the adjustments, if any, that may be required to the accompanying standalone financial statements on account of aforesaid matter.

4. We conducted our audit in accordance with the Standards on Auditing specified under section 143(1 O} of the Act. Our responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Material Uncertainty Related to Going Concern

5. We draw attention to Note 2A(a)(iii) to the accompanying standalone financial statement which describes that the Company has incurred a net loss (after other comprehensive income} of Rs. 4,042.38 million for the year ended March 31, 2024, and, as of that date, the Companys accumulated losses amounts to Rs. 78,125.79 million which have resulted in complete erosion of its net worth and the current liabilities have exceeded its current assets by Rs. 64,831.47 million as at March 31 , 2024. These conditions together with other matters as described in note 2A(a)(iii), indicates the existence of material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern. However, based on managements assessment of future business projections and other mitigating factors as described in the aforesaid note, which, inter alia, is dependent on successful raising of additional funds, the management is of the view that the going concern basis of accounting is appropriate for preparation of accompanying standalone financial statement.

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

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

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

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

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

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

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

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

Our opinion is not modified in respect of this matter.

Emphasis of Matter

6. We draw attention to Note 50 which describe the uncertainty relating to the outcome of ongoing litigation with erstwhile promoters which is pending with the Honble High Court, New Delhi and certain resultant possible non-compliances of applicable provisions of the Act. Subsequent to year end, the Commercial Appellate Jurisdiction - Honble High Court, New Delhi vide order dated May 17, 2024, has set aside the judgement dated July 31, 2023 passed by the Single Judge of Honble High Court, New Delhi and has directed the appeal filed by the Company under Section 34 of the Arbitration and Conciliation Act, 1996 to be considered afresh. The management basis their assessment and legal advice obtained, is of the view that no material liability is likely to arise out of the aforesaid matter and accordingly, no adjustment has been made to the accompanying standalone financial statements in this respect. Our opinion is not modified in respect of this matter.

Key Audit Matters

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

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

Key audit matter	How our audit addressed the key audit matter
Recognition of passenger revenue
We refer to notes 2A(g) and 32 to the standalone financial statements for accounting policies and disclosures relating passenger revenue.	Our procedures in relation to passenger revenue included, but not limited to the following:
The Company recognizes passenger revenue on flown basis i.e., when the service is rendered. Till that time, the money received is presented as contract liabilities (i.e., deferred revenue) in the balance sheet under the head other current liabilities and is measured basis the net sales price to the customer.	• Obtained and updated our understanding of the business process for each stream of revenue;
	• Understood the passenger revenue recognition policy of the Company and ensured that it is in line with Ind AS 115 Revenue from Contracts with Customers;
	• Involved our IT specialists to evaluate design and test operating effectiveness of IT general controls and key automated controls of the Company?s IT system and third-party systems (assessed the SSAE 16 assurance report) which govern revenue recognition, and tested key manual internal controls over passenger revenue recognition;
In accounting for its passenger revenue, the Company relies on the effectiveness of the integrated Information Technology (‘IT) system which processes large volumes of individually low value transactions. Based on the data provided by the said IT system, the journal entries are manually posted into the general ledger (financial reporting IT system) for recognition of passenger revenue.
	• Verified the reconciliation of data between the third-party system and the general ledger (financial reporting IT system) to corroborate the completeness of revenue;
Considering the significance of amount involved and complicated IT systems that handle large volumes of transaction data, including exchange of information with online travel agents, recognition of passenger revenue has been identified as a key audit matter for current years audit.
	• Performed data analytics to identify unusual patterns by comparing the trend in monthly revenue, sector-wise revenue and average revenue per passenger;
	• For samples selected during the year and samples selected in reference to cut-off procedures, tested the supporting documents; and
	• Evaluated the appropriateness and adequacy of the disclosures made in the standalone financial statements for passenger revenue recognised during the year.
Provision for maintenance in relation to aircrafts
We refer to notes 2A(l)(ii), 24 and 31 of the standalone financial statements for accounting policies, disclosures and information related to accounting judgements, assumptions and estimates relating to provision for aircraft maintenance.	Our audit procedures in relation to provision for aircraft maintenance included, but not limited to the following:
	• Obtained an understanding from the management with respect to process and controls followed by the Company to ensure appropriateness of recognition, measurement and completeness of provision for maintenance in relation to aircrafts;
The Company operates aircrafts held under lease arrangements and incurs liabilities for maintenance costs in respect of these aircrafts during the term of the lease. As at March 31, 2024, the Company has recognised provisions for aircraft maintenance
amounting to Rs. 2,950.58 million. These costs arise from regulatory and contractual obligations relating to the condition of the aircrafts and/or specific components when they are returned to the lessors.	• Evaluated the design and tested the operating effectiveness of the internal financial controls over maintenance process including accounting for provision for aircrafts maintenance held under the lease contract;
At each reporting date, the calculation of the maintenance provision includes a number of variable factors and assumptions including: anticipated utilisation of the aircraft; the cost of the expected heavy maintenance check; the condition of the aircraft engine, contractual return condition and the expected drawdown from the supplemental rental contribution.	• Read the maintenance contracts with third parties to gain an understanding of the significant terms relating to maintenance of aircrafts and its components;
	• Obtained information from engineering department about the aircrafts utilisation pattern
Considering the inherent level of complexity and subjectivity involved in the management estimates and judgements for assessing the variable factors, in order to quantify the provision amounts and hence, provision for aircraft maintenance has been selected as a key audit matter for the current year?s audit.	(basis analysis of historical flight hours) and expected condition of the aircraft (basis underlying engine inspections and results) in reference to the expected future maintenance event dates and expected estimated cost of maintenance work;
	• Evaluated the consistency and reasonableness of the above judgements, assumptions and estimates by testing the input data basis historical available trends/information, contract terms and Company?s past experience;
	• Tested the arithmetical accuracy of the calculation for provision balance outstanding as at March 31, 2024; and
	• Evaluated appropriateness and adequacy of the disclosures made in standalone financial statements with respect to the provision for aircrafts maintenance.
Impairment of non-financial assets
We refer to notes 2A(e), 3 and 4 of the standalone financial statements for accounting policies and information related to accounting judgements, assumptions and estimates relating to impairment of non-financial assets.	Our audit procedures in relation to impairment assessment included, but not limited to the following:
	• Obtained an understanding of the management process for identification of possible impairment indicators and process performed by the management for impairment testing and the management process of determining the Value- in-Use (VIU);
During the current year, due to the carried forward impact of Covid-19 pandemic and other business reasons, impairment indicators were identified in reference to non-financial assets namely right-of- use (ROU) assets and property, plant and equipment (PPE).
	• Evaluated design and tested the operating effectiveness of relevant internal financial controls implemented for impairment assessment;
The Company has identified its fleet of passenger aircrafts and freighter aircrafts as separate cash generating units (CGUs) and accordingly performed impairment assessment of passenger aircrafts in accordance with the accounting principles and determined the value-in-use of its cash generating units (CGUs) and compared with the carrying value.
	• Obtained and assessed the management?s impairment assessment computation by testing the underlying assumptions used in determining the cash flow projections and VIU;
The future cash flow projections and its discounting involved significant inputs such as expected fuel prices, foreign exchange rates, growth rate and discount rate.	• Together with our valuation specialists, challenged the management on the underlying key assumptions used for cash flow projections and discount rate, considering evidence available to support these assumptions and our understanding of the business;
The management has concluded that the recoverable amount of the CGUs is higher than its carrying amount and accordingly, no impairment provision has been recorded as at March 31, 2024.	• Performed sensitivity analysis on these key assumptions to assess potential impact of downside in the underlying cash flow forecasts and assessed the possible mitigating actions identified by management;
Considering significant management judgements involved in determination of said inputs used in computation, impairment of non-financial assets has been identified as a Key audit matter for the current years audit.
	• Tested the arithmetical accuracy of the cash flow projections; and
	• Evaluated the appropriateness and adequacy of the disclosures made in the standalone financial statements with respect to impairment of non-financial assets.

Information other than the Standalone Financial Statements and Auditors Report thereon

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

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

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

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

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

10. The accompanying standalone financial statements have been approved by the Companys Board of Directors. The Companys Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement. whether due to fraud or error.

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

12. The Board of Directors is also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

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

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

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

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

• Evaluate the appropriateness of accountin and related disclosures made by mana

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

20. Further to our comments in Annexure A, as required by section 143(3) of the Act, based on our audit, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except for the effects of the matters described in the Basis for Qualified Opinion section and except for the matters stated in paragraph 20U)(vi) below on reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).

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

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

e) f) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on March 31 , 2024 from being appointed as a director in terms of section 164(2) of the Act;

g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 3 of the Basis for Qualified Opinion section, paragraph 20(b) above on reporting under section 143(3)(b) of the Act and paragraph 20U)(vi) below on reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

h) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on March 31, 2024 and the operating effectiveness of such controls, refer to our separate report in Annexure B wherein we have expressed a modified opinion; and

i) With respect to the other matters to be included in the Auditors Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best ofour information and according to the explanations given to us:

i. The Company, as detailed in note 47 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at March 31 , 2024;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at March 31 , 2024;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31 , 2024;

iv. a. The management has represented that, to the best of its knowledge and belief, as disclosed in note 63 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person or entity, including foreign entities (the intermediaries), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (the Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, as disclosed in note 63 to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (the Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

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

v. The Company has not declared or paid any dividend during the year ended March 31 , 2024; and vi. As stated in note 62 to the standalone financial statements and based on our examination which included test checks, except for instances mentioned below, the Company, in respect of financial year commencing on April 1, 2023, has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with, other than the consequential impact of the exceptions given below.

1) The audit trail feature was not enabled at the database level for an accounting software to log any direct data changes, used for maintenance of all accounting records by the Company.

2) The accounting software used for maintenance of revenue and payroll records of the Company are operated by third-party software service providers. In the absence of any information on existence of audit trail (edit logs) for any direct changes made at the database level in the Independent Service Auditors Assurance Report on the Description of Controls, their Design and Operating Effectiveness (Type 2 report issued in accordance with ISAE 3402, Assurance Reports on Controls at a Service Organisation), we are unable to comment on whether audit trail feature with respect to the database level of the said software was enabled and operated throughout the year.

For Walker Chandiok & Co LLP

Chartered Accountants

Firms Registrar n No. : 001076N/N500013

Neeraj Goel

Partner

Membership No.: 099514

Place: Gurugram Date: July 15, 2024

Annexure A referred to in paragraph 19 of the Independent Auditors Report of even date to the members of SpiceJet Limited on the standalone financial statements for the year ended March 31, 2024

In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment, capital work-in-progress, and relevant details of right-of-use assets.

(B) The Company has maintained proper records showing full particulars of intangible assets.

(b) The Company has a regular programme of physical verification of its property, plant and equipment, capital work-in-progress, and relevant details of right-of-use assets under which the assets are physically verified in a phased manner over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain property, plant and equipment, capital work-in-progress, and relevant details of right-of-use assets were verified during the year and no material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties held by the Company (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee), disclosed in Note 3 to the standalone financial statements, are held in the name of the Company. For title deeds of immovable properties in the nature of land situated at Gurugram, Haryana with gross carrying values of Rs. 171 .37 million as at March 31, 2024, which have been mortgaged as security for loans or borrowings taken by the Company, confirmations with respect to title of the Company have been directly obtained by us from the respective lenders. (d) The Company has adopted cost model for its property, plant and equipment (including right-of-use assets) and intangible assets. Accordingly, reporting under clause 3(i)(d) of the Order is not applicable to the Company.

(e) No proceedings have been initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended) and rules made thereunder.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year. In our opinion, the coverage and procedure of such verification by the management is appropriate and no discrepancies of 10% or more in the aggregate for each class of inventory were noticed as compared to book records.

(b) The Company has not been sanctioned working capital limits by banks or financial institutions on the basis of security of current assets at any point of time during the year. Accordingly, reporting under clause 3(ii)(b) of the Order is not applicable to the Company.

(iii) The Company has not provided any guarantee or security or granted any advances in the nature of loans to companies, firms, limited liability partnerships during the year. Further, the Company has made investments in and granted unsecured loans to companies during the year, in respect of which:

(a) The Company has provided loans to subsidiaries during the year as per details given below:

Particulars	Loans
	(Rs. in millions)
Aggregate amount granted during the year - subsidiaries	0.40
Balance outstanding as at balance sheet date in respect of above cases - subsidiaries	137.18

(b) The Company has not provided any guarantee or given any security or granted any advances in the nature of loans during the year. However, the Company has made investment in two entities amounting to Rs. 149.77 million (year end balance Rs. 149.87 million) and in our opinion, and according to the information and explanations given to us, such investments made are, prima facie, not prejudicial to the interest of the Company. Further. the terms and conditions of the grant of all the loans are, prima facie, not prejudicial to the interest of the Company.

(c) In respect of loans granted by the Company, the schedule of repayment of principal and payment of interest has been stipulated and principal amount is not due for repayment currently.

(d) There is no overdue amount in respect of loans granted to such companies.

(e) The Company has not granted any loan which has fallen due during the year. Further, no fresh loans were granted to any party to settle the overdue loans that existed as at the beginning of the year.

(f) The Company has not granted any loan, which is repayable on demand or without specifying any terms or period of repayment.

(iv) In our opinion, and according to the information and explanations given to us, the Company has complied with the provision s of section 186 of the Act in respect of loans granted and investments made, as applicable. Further, the Company has not entered into any transaction covered under section 185 and section 186 of the Act in respect of guarantees and security provided by it.

(v) In our opinion, and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India (the RBI), the provisions of sections 73 to 76 or other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended) as applicable, with regard to the deposits accepted or amounts which have been deemed to be deposits, except for the non-compliance as detailed in note 50 of the standalone financial statements relating to advances which were received towards securities proposed to be issued. However, on account of ongoing litigation as detailed in the aforesaid note, such securities have not been issued till date and accordingly, such amounts are considered as deemed deposits under the provisions of the Act. According to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or RBI or any Court or any other Tribunal, in this regard.

(vi) The Central Government has not specified maintenance of cost records under sub-section (1) of section 148 of the Act, in respect of Companys business activities. Accordingly, reporting under clause 3(vi) of the Order is not applicable.

(vii)( a) In our opinion and accord ing to the information and explanations given to us, undisputed statutory dues including goods and services tax, provident fu nd, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have not been regularly deposited with the appropriate authorities and there have been significant delays in a large number of cases. Undisputed amounts payable in respect thereof, which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:

Statement of arrears of statutory dues outstanding for more than six months:

Name of the statute	Nature of the dues	Amount (Rs. in millions)	Period to which the amount relates	Due Date	Date of Payment
The Income-tax Act, 1961	Tax deducted at source	112.59	April 2020 to March 2021	Multiple dates	Not paid
The Income-tax Act, 1961	source		April 2021 to March 2022	Multiple dates	Not paid

 

The Income-tax Act, 1961	Tax deducted at source	959.58	April 2022 to March 2023	Multiple dates	Not paid
The Income-tax Act, 1961	Tax deducted at source	848.05	April 2023 to August2023	Multiple dates	Not paid
Central Goods and Services Tax Act,2017	Goods and services tax	519.32	February 2020 to March 2021	Multiple dates	Not paid
Central Goods and Services Tax Act,2017	Goods and services tax	73.08	April 2021 to March 2022	Multiple dates	Not paid
Central Goods and Services Tax Act,2017	Goods and services tax	71 .82	April 2022 to March 2023	Multiple dates	Not paid
Central Goods and Services Tax Act,2017	Goods and services tax	50.56	April 2023 to August 2023	Multiple dates	Not paid
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident fund	0.20	April 2020 to March 2021	Multiple dates	Not paid
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident fund	193.33	April 2021 to March 2022	Multiple dates	Not paid
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident fund	878.54	April 2022 to March 2023	Multiple dates	Not paid
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident fund	282.72	April 2023 to August 2023	Multiple dates	Not paid

(b} According to the information and explanations given to us, there are no statutory dues referred in subclause (a) which have not been deposited with the appropriate authorities on account of any dispute except for the following:

Name of the statute	Nature of dues	Gross Amount (Rs. in millions)	Amount paid under Protest (Rs. in million)	Period to which the amount relates	Forum where dispute is pending
Finance Act, 1994	Service tax (including penalty for delay)	170.70	-	April 2006 to March 2012	Customs, Excise and Service Tax Appellate Tribunal
Finance Act, 1994	Service tax (including penalty for delay)	255.60	-	2009-10 to 2011 -12	Customs, Excise and Service Tax Appellate Tribunal
Finance Act, 1994	Service tax (including penalty for delay)	484.19	-	FY 2014-15	Customs, Excise and Service Tax Appellate Tribunal
Finance Act, 1994	Service tax (including penalty for delay)	285.36	-	FY 2015-16	Customs, Excise and Service Tax Appellate Tribunal
Customs Act, 1962	Customs (including penalty for delay)	1.20	-	October 2010 to March 2015	Customs, Excise and Service Tax Appellate Tribunal
Customs Act, 1962	Customs (including penalty for delay)	26.88	-	December 2012 to September 2016	Customs, Excise and Service Tax Appellate Tribunal
Customs Act, 1962	Customs (including penalty for delay)	6.78	-	October 2016 to March 2017	Customs, Excise and Service Tax Appellate Tribunal
Customs Act, 1962	Customs	40.41	-	April 2017 to March 2018	Customs, Excise and Service Tax Appellate Tribunal
Customs Act, 1962	Customs	72.50	-	April 2018 to March 2019	Customs, Excise and Service Tax Appellate Tribunal
Customs Act, 1962	Customs	46.80	-	April 2019 to March 2020	Customs, Excise and Service Tax Appellate Tribunal
Customs Act, 1962	Customs	50.80	-	September 2020 to Dec 2021	Customs, Excise and Service Tax Appellate Tribunal
Customs Act, 1962	Customs	23.19	-	July 2017 to December 2020	Customs, Excise and Service Tax Appellate Tribunal
Customs Act, 1962	Customs	19.60	-	November 2018 to December 2021	Customs Commisionerate
Customs Act, 1962	Customs	1.80	-	August2014 to December 2014	Office of the Commissioner of Customs (Appeals), Kolkata
Goods and Services Tax Act, 2017	Integrated goods and services tax	619.62	619.62	August 2017 to March 2021	Honble Supreme Court of India
Goods and Services Tax Act, 2017	Good and services tax	40.45	-	July 2017 to March 2019	GST Appellate Tribunal
Goods and Services Tax Act, 2017	Good and services tax	112.14	-	July 2017 to March 2019	Honble Supreme Court of India
Goods and Services Tax Act, 2017	Good and services tax	3.10	-	April 2017 to March 2018	GST Appellate Tribunal
Goods and Services Tax Act, 2017	Good and services tax	4.77	-	April 2018 to March 2019	GST Appellate Tribunal
Goods and Services Tax Act, 201 7	Good and services tax	0.34	-	April 2019 to March 2020	GST Appellate Tribunal
Goods and Services Tax Act, 2017	Good and services tax	2.26	-	April 2022 to July 2022	GST Appellate Tribunal
Goods and Services Tax Act, 2017	Good and services tax	6.51	-	April 2017 to March 2018	GST Appellate Tribunal
Goods and Services Tax Act, 2017	Good and services tax	239.11	-	April 2017 to March 2018	GST Appellate Authority
Goods and Services Tax Act, 201 7	Good and services tax	17.45	-	April 2018 to March 2019	Office of the Joint Commissioner of State Taxes, Patna
Goods and Services Tax Act, 2017	Good and services tax	134.26	-	April 2017 to March 2018	Office of Excise and taxation Officer, Haryana
Goods and Services Tax Act, 2017	Good and services tax	203.41	-	April 2018 to March 2019	Office of Deputy Comissioner of State Tax
Goods and Services Tax Act, 2017	Good and services tax	65.87	-	April 2018 to March 2019	Office of Assistant Commissioner of State Tax
Goods and Services Tax Act, 2017	Good and services tax	15.65	-	April 2018 to March 2019	Office of Commisioner of GST
Income Tax Act, 1961	Tax deducted at source	222.54	-	AY 2009-10	CIT (Appeals)
Income Tax Act, 1961	Tax deducted at source	122.01	-	AY 2010-11	CIT (Appeals)
Income Tax Act, 1961	Tax deducted at source	180.77	-	AY 2011-12	Honble High court, New Delhi
Income Tax Act, 1961	Tax deducted at source	171.65	-	AY 2012-13	Honble High court, New Delhi
Income Tax Act, 1961	Tax deducted at source	21.37	-	AY 2013-14	Honble High court, New Delhi

(viii) According to the information and explanations given to us, no transactions were surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961 (43 of 1961) which have not been previously recorded in the books of accounts.

(ix)( a) According to the information and explanations given to us, the Company has not defaulted in repayment of its loans or borrowings or in the payment of interest thereon to any lender.

(b) According to the information and explanations given to us including representation received from the management of the Company, and on the basis of our audit procedures, we report that the Company has not been declared a willful defaulter by any bank or financial institution or government or any government authority.

(c) In our opinion and according to the information and explanations given to us, money raised by way of term loans were applied for the purposes for which these were obtained.

(d) In our opinion and according to the information and explanations given to us, the Company has not raised any funds on short term basis during the year. Accordingly, reporting under clause 3(ix)(d) of the Order is not applicable to the Company.

{e) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries.

(f) According to the information and explanations given to us, the Company has not raised any loans during the year on the pledge of securities held in its subsidiaries.

(x) (a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, reporting under clause 3(x)(a) of the Order is not applicable to the Company.

(b) During the year, the Company has made preferential allotment of equity shares. In our opinion and according to the information and explanations given to us, the Company has complied with the requirements of section 42 and section 62 of the Act and the rules framed thereunder with respect to the same. Further, the amounts so raised have not been utilised by the Company for the purposes for which such funds were raised, the details of which are given below:

Nature of securities	Purpose for which funds raised	Total amount raised/Opening unutilised balance (Rs. millions)	Amount utilised for the other purpose (Rs. millions)*	Un utilised balance as at March 31 , 2024 (Rs. millions)
Equity shares	Payment of statutory obligations such as tax deducted at source, goods and services tax, provident fund etc.	1,423.49	619.32	179.17
Equity shares	Settlement of creditors for past dues	1,132.32	-	0.72
Equity shares	Uplifting and un-grounding of fleet and new fleet acquisition	1,419.83	-	0.43
Equity shares	Aviation turbine fuel expenses	575.08	-	-
Equity shares	Employee expenses	227.34	-	10.04
Equity shares	General corporate purposes	1,586.94	-	39.14

• This has also been used for aviation turbine fuel related expenses.

(xi)(a) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company or no fraud on the Company has been noticed or reported during the period covered by our audit.

(b) According to the information and explanations given to us including the representation made to us by the management of the Company, no report under sub-section 12 of section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014, with the Central Government for the period covered by our audit.

(c) According to the information and explanations given to us including the representation made to us by the management of the Company, there are no whistle-blower complaints received by the Company during the year.

(xii) The Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it. Accordingly, reporting under clause 3(xii) of the Order is not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to us, all transactions entered into by the Company with the related parties are in compliance with sections 177 and 188 of the Act, where applicable. Further, the details of such related party transactions have been disclosed in the standalone financial statements, as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified in Companies (Indian Accounting Standards) Rules 2015 as prescribed under section 133 of the Act.

(xiv)(a) In our opinion and according to the information and explanations given to us, the Company has an internal audit system which is commensurate with the size and nature of its business as required under the provisions of section 138 of the Act.

(b) We have considered the reports issued by the Internal Auditors of the Company till date for the period under audit.

(xv) According to the information and explanation given to us, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and accordingly, reporting under clause 3(xv) of the Order with respect to compliance with the provisions of section 192 of the Act are not applicable to the Company.

(xvi)(a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, reporting under clauses 3(xvi)(a), (b) and (c) of the Order are not applicable to the Company.

(d) Based on the information and explanations given to us and as represented by the management of the Company, the Group (as defined in Core Investment Companies (Reserve Bank) Directions, 2016) does not have any CIC.

(xvii) The Company has incurred cash losses in the current financial year and in the immediately preceding financial years amounting to Rs. 4,000.71 millions and 10,554.09 millions respectively. For the purpose of reporting under this clause, while arriving at the amount of cash losses, the possible effects of the qualification as described in Basis for Qualified Opinion section of our audit report of current as well immediately preceding financial year, in respect of which we are unable to determine the effect thereof on the cash losses reported under this clause due to lack of necessary information, have not been taken into consideration.

(xviii) There has been no resignation of the statutory auditors during the year. Accordingly, reporting under clause 3(xviii) of the Order is not applicable to the Company.

(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information in the standalone financial statements, our knowledge of the plans of the Board of Directors and management and based on our examination of the evidence supporting the assumptions, in our opinion, a material uncertainty exists as on the date of the audit report indicating that Company may not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. Further, refer paragraph 5 under section Material Uncertainty related to Going Concern in our audit report.

(xx) According to the information and explanations given to us, the Company has met the criteria as specified under sub-section (1) of section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, however, in the absence of average net profits in the immediately three preceding years, there is no requirement for the Company to spend any amount under sub-section (5) of section 135 of the Act. Accordingly, reporting under clause 3(xx) of the Order is not applicable to the Company.

(xxi) The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of standalone financial statements of the Company. Accordingly, no comment has been included in respect of said clause under this report.

For Walker Chandiok & Co LLP

Chartered Accountants

Firms Registration No.: 001 076N/N500013

Partner

Membership No.: 099514

UDIN: 24099514BKCMXJ4718

Place: Gurugram Date: July 15, 2024

Annexure B to the Independent Auditors Report of even date to the members of SpiceJet Limited on the standalone financial statements for the year ended March 31 , 2024

Annexure B

Independent Auditors Report on the internal financial controls with reference to financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the Act)

1. In conjunction with our audit of the standalone financial statements of SpiceJet Limited (the Company) as at and for the year ended March 31 , 2024, we have audited the internal financial controls with reference to financial statements of the Company as at that date.

Responsibilities of Management and Those Charged w ith Governance for Internal Financial Controls

2. The Companys Board of Directors is responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Companys business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility for the Audit of the Internal Financial Controls with Reference to Financial Statements

3. Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the ICAI prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements, and the Guidance Note issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements includes obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists. and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the Companys internal financial controls with reference to standalone financial statements.

Meaning of Internal Financial Controls with Reference to Financial Statements

6. A companys internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the standalone ? I statements.

Inherent Limitations of Internal Financial Controls with Reference to Financial Statements

7. Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Qualified opinion

8. According to the information and explanations given to us and based on our audit, the following material weakness has been identified in the operating effectiveness of the Companys internal financial controls with reference to financial statements as at March 31, 2024:

The Companys internal financial controls over estimation of consequences towards non-compliances with laws and regulations as more fully explained in Note 48 to the standalone financial statements, were not operating effectively, which could potentially result in an inappropriate assessment of the accuracy and completeness of provision for fines/penalties. This could lead to potential material misstatement in the value of fines/penalties payable, and its consequential impact on the loss after tax, reserve and surplus and related disclosures respect thereof as at and for the year ended March 31, 2024.

A material weakness is a deficiency, or a combination of deficiencies, in internal financial controls with reference to financial statements, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis.

9. In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements as at March 31, 2024, based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI, and except for the possible effects of the material weakness described above on the achievement of the objectives of the control criteria, the Companys internal financial controls with reference to financial statements were operating effectively as at March 31 , 2024.

10. We have considered the material weakness identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the standalone financial statements of the Company as at and for the year ended March 31, 2024, and the material weakness has affected our opinion on the standalone financial statements of the Company and we have issued a qualified opinion on the standalone financial statements.

For Walker Chandiok & Co LLP

Chartered Accountants

Firms Registrati~n No.: 001076N/N500013