SpiceJet Ltd Directors Report

Dear Members,

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

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

1. Financial Performance

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

(Amount in Rupees million)

Particulars	Standalone		Consolidated
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Total Income	66,829.52	84,686.40	67,150.02	84,955.21
Expenses
Operating Expenses	41,571.92	54,528.37	41,482.72	54,249.06
Cost of inventory consumed	472.08	704.12	491.93	706.19
Employee Benefit Expenses	6,177.02	7,705.43	6,586.12	8,208.56
Selling Expenses	2,841.74	3,535.28	2,904.38	3,553.96
Other Expenses	6,432.95	10,498.49	6,205.59	10,573.70
Earnings before interest, tax, depreciation and amortization	9,333.81	7,714.71	9,479.28	7,663.74
Depreciation and amortisation expense	(6,376.98)	(7,479.13)	(6,447.85)	(7,531.17)
Finance Income	531.99	283.29	532.61	285.13
Finance Cost	(2,908.08)	(4,613.26)	(2,944.72)	(4,654.85)
Profit/ (Loss) before taxation and extraordinary items	580.74	(4,094.39)	619.32	(4,237.15)
Tax Expenses	-	-	-	-
Exceptional items	-	-	-	-
Profit/ (Loss) after taxation	580.74	(4,094.39)	619.32	(4,237.15)
Profit/ (Loss) brought Forward	580.74	(4,094.39)	619.32	(4,237.15)
Depreciation expense adjusted against reserves	-	-	-	-
Profit/ (Loss) for the year	580.74	(4,094.39)	619.32	(4,237.15)
Other comprehensive income -gain/(loss)	(103.08)	52.01	(93.13)	53.36
Transferred from general reserve	-	-	-	-
Other	-	-	-	-
Amount transferred to other equity	477.66	(4,042.38)	526.19	(4,183.79)

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

On a standalone basis, the Company achieved total income of Rs.66,829.52 million during the current financial year as against Rs.84,686.40 million in the previous financial year and reported standalone profit of Rs.580.74 million during the current financial year as against loss of Rs.4,094.39 million in the previous financial year.

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

2. State of Affairs and Material Development

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

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

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

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

(iii) Warrant Conversion: During the year, the promoter group exercised its option to convert 131,408,514 warrants into 131,408,514 equity shares, originally allotted on September 4, 2023, under the preferential allotment approved in terms of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 resulting in allotment of 131,408,514 equity shares of the face value of Rs.10 each at an issue price of Rs.29.84 per share in the allotment committee meeting of the Board of Directors held on March 18, 2025, which was adjourned and resumed on March 19, 2025 and thus the equity share capital of the Company has been updated accordingly. Listing of these equity shares is still under process.

Moreover, the non-promoter category was allotted 10,000,000 warrants and 1,115,000 warrants on

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

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

The parties to the aforementioned litigation concurrently initiated arbitration proceedings before a three-member arbitral tribunal (the "Tribunal"), which pronounced its award on July 20, 2018 (the "Award"). In terms of the Award, the Company was required to (a) refund an amount of approximately Rs.3,082.19 million to the counterparty, (b) explore the possibility of allotting non-convertible cumulative redeemable preference shares in respect of Rs.2,708.70 million, failing which, refund such amount to the counterparty and (c) pay interest calculated to be Rs.924.66 million (being interest on the amount stated under (a) above, in terms of the Award). The amounts referred to under (a) and (b) above, aggregating Rs.5,790.89 million, continue to be carried as current liabilities without prejudice to the rights of the Company under law. Further, the Company was entitled to receive from the counterparty, under the said Award, an amount of Rs.290.00 million of past interest/servicing charges. Consequent to the Award and without prejudice to the rights and remedies it may have in the matter, the Company accounted for Rs.634.66 million as an exceptional item (net) during the year ended March 31, 2019, being the net effect of amount referred to under

(c) and counter claim receivable of Rs.290.00 million, above.

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

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

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

In view of the foregoing and pending outcome of the aforesaid challenges at the Court and legal advice obtained, the management is of the view that no material liability is likely to arise from aforesaid matter and accordingly, no further adjustments have been made in this regard, to these standalone financial results. The auditors have included Emphasis of Matter paragraph in their audit report in this regard.

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

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

3. Board of Directors and Key Managerial Personnel

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

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

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

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

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

4. Declaration by Independent Directors

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

5. Disclosure on Companys Policy on Directors Appointment and Remuneration

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

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

6. Board Evaluation

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

7. Share Capital

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

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

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

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

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

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

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

8. Dividend

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

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

9. Transfer to Reserves

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

10. Public Deposits

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

11. Annual Return

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

12. Number of Meetings of the Board

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

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

13. Directors Responsibility Statement

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

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

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

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

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

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

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

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

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

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

S. No.	Name of the Company	(Rs. in million)
1.	SpiceJet Merchandise Private Limited	151.78
2.	SpiceJet Technic Private Limited	10.28
3.	Canvin Real Estate Private Limited	19.32
4.	SpiceJet Interactive Private Limited	0.50
5.	Spice Club Private Limited	0.50
6.	Spice Ground Handling Services Private Limited	0.50
7.	Amzen Global Corporation Private Limited	248.40

15. Particulars of Contracts or Arrangement

made with Related Parties

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the policy on materiality of related party transactions and also on dealing with related party transactions formulated by the Board of Directors of the Company pursuant to the provisions of the

Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. The said policy is also available on the website of the Company at www.spicejet.com under the Investors section.

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

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

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

16. Subsidiaries

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

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

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

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including

the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on the website of the Company at www.spicejet.com under the Investors section.

17. Corporate Governance and Management Discussion and Analysis

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

18. Particulars of Employees

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

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

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

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

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

19. Employees Stock Option Scheme

The members of the Company in its meeting held on November 27, 2017 authorized the Board to introduce, offer, issue and provide stock options to eligible employees of the Company and its subsidiaries under SpiceJet Employee Stock Option Scheme - 2017. The maximum number of shares under this scheme shall not exceed 10,000,000 equity shares at a price of Rs.10 per share in accordance with extant rules and regulations. During the year under review, grant of 1,000,000 Stock Options was made under this scheme. The exercise price for Stock Option granted to employee(s) shall be equal to the face value of the equity shares of the Company which is presently Rs.10 per share.

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

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

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

20. Corporate Social Responsibility

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

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

21. Conservation of Energy and Technology Absorption

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

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

22. Statutory Auditors

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

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

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

23. Secretarial Auditors

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

In terms of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Auditor has also issued a Secretarial Compliance Report on May 30, 2025 for the year ended March 31, 2025 which is also available on website of the Company at https://corporate.spicejet.com/Content/pdf/ Signed_SecretarialComplianceReport_SpiceJet202425. pdf. In accordance with Section 134(3)(f) of the Companies Act, 2013, response (wherever necessary) to the observations in the Secretarial Audit Report is already available in Secretarial Compliance Report.

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

24. Reporting of frauds by auditors

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

25. Cost records and cost audit

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

26. Secretarial Standards

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

27. Business Responsibility and Sustainability Report

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

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

Certain aircraft/engine lessors and other vendors have filed application(s) under Section 9 of the Insolvency and Bankruptcy Code, 2016 due to alleged non-payment. The Company has certain disputes in the matter and the amounts claimed are not debts and accordingly the Company is defending such matters. Basis the review of applications filed and the legal interpretation of the law supported by views of legal expert(s), the management is of the view that there are fair chances of having a favourable outcome for the Company

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

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

30. Foreign Exchange Earnings and Outgo

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

Particulars	Amount (Rs. in million)
Foreign Exchange Earnings	5,126
Foreign Exchange Outgo	30,087

31. Internal Controls and Risk Management

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

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

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

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

32. Acknowledgement

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

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

For and on behalf of the Board
Sd/-
Place : Gurugram Ajay Singh
Date : September 8, 2025
Chairman & Managing Director