Independent Auditor’s Report

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

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

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

Basis for Qualified Opinion

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

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

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

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

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

Material Uncertainty Related to Going Concern

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

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

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

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

• 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.

Key Audit Matters

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

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

Information other than the Standalone Financial
Statements and Auditor’s Report thereon

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

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

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

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

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

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

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

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

Auditor’s Responsibilities for the Audit of the
Standalone Financial Statements

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

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

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

• 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 accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management;

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

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

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

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

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

Report on Other Legal and Regulatory
Requirements

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

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

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

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

b) Except for the effects of the matters described
in the Basis for Qualified Opinion section, in our
opinion, proper books of account as required by
law have been kept by the Company so far as it
appears from our examination of those books;

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

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

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

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

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

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

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

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

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

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

iv. (a) The management has represented that,

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

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

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

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

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

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

For Walker Chandiok & Co LLP

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

Neeraj Goel

Partner

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