The Board of Directors present the 40^th Annual Report along with the audited financial statements of the Company for the financial year ended March 31, 2024.

This report provides an overview of the Company's 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 2023-24, on a standalone and consolidated basis, is summarised below:

The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2024, 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.84,686.40 million during the current financial year as

against Rs.98,597.50 million in the previous financial year and reported standalone loss of Rs.4,094.39 million during the current financial year as against loss of Rs.15,030.15 million in the previous financial year.

2. State of Affairs and Material Development

(i) The Company is engaged in business of schedule airline services and has completed its nineteenth years of operation on May 23, 2024. The Company reported highest load factor of 92% for domestic scheduled flights with an increase in load factor

by 1% compared to last year. The Company also operates a dedicated air cargo service under the brand name SpiceXpress through its subsidiary.

(ii) Slump sale of cargo business: In a bid to boost the growth of its cargo business and to provide a more streamlined and efficient service to its customers, the Company entered into a business transfer agreement with its subsidiary SpiceXpress and Logistics Private Limited on March 31, 2023 for transfer of its cargo business undertaking as a going concern, on slump sale basis. Accordingly, SpiceXpress and Logistics Private Limited is now carrying cargo business effective April 1, 2023.

(iii) Preferential issue: During the year under review, the Company has made following allotment of securities on preferential basis in terms of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018:

(a) Allotment of 34,172,000 equity shares of the face value of Rs.10 each and 131,408,514 warrants, having option to apply for and be allotted equivalent number of equity shares of the face value of Rs.10 each at an issue price of Rs.29.84 each on preferential basis to promoter group on September 4, 2023;

(b) Allotment of 48,123,186 equity shares of the face value of Rs.10 each at an issue price of Rs.48.00 each on preferential basis to aircraft lessors on September 4, 2023 consequent upon conversion of their existing outstanding dues aggregating to Rs.2,309,912,928; and

(c) Allotment of 95,600,000 equity shares of the face value of Rs.10 each and 116,400,000 warrants, having option to apply for and be allotted equivalent number of equity shares of the face value of Rs.10 each at an issue price of Rs.50.00 each on preferential basis to nonpromoter category in January-February 2024.

(iv) Qualified institutional placement: Pursuant to shareholders resolution dated September 13, 2024, the Company has allotted 48,70,12,986 equity shares to eligible qualified institutional buyers at the issue price of Rs.61.60 per equity share on September 20, 2024 and raised funds aggregating to Rs.2,999,99,99,937.60.

Subject to compliance with applicable laws, the Company intends to use the net proceeds from QIP towards payment of statutory dues; settlement / payment of certain outstanding liabilities of the creditors including aircraft and engine lessors, engineering vendors, financiers; ungrounding and maintenance of existing fleet including purchase of components, spare parts and repairs; new fleet induction; payment of employees dues; payment of airports and related airport payments; and general corporate purposes.

(v) Dispute with erstwhile promoters: The Company had, in earlier financial years, received amounts aggregating to Rs.5,790.90 million from its erstwhile

promoters as advance money towards proposed allotment/subscription of certain securities (189,091,378 share warrants and 3,750,000 nonconvertible cumulative redeemable preference shares, issuable based on approvals to be obtained), to be adjusted at the time those securities were to be issued. Pursuant to the legal proceedings in this regard before the Hon'ble High Court of Delhi (“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 31 March 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 2, 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.

(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, 2024, the Board comprised five members with an Executive Chairman & Managing Director, besides three Independent Directors and one Non-Executive Non-Independent Director, of which one is a woman director. As at March 31, 2024, the composition of the Board was not as per the requirement of Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as the Company was short of one independent woman director. However, the Company appointed one independent woman director on September 14, 2024 and is now in compliance 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, Mr. Ajay Singh (DIN: 01360684) 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 Mr. Ajay Singh.

(iii) Mr. Ajay Aggarwal (DIN: 00001122) was re-appointed as an Independent Director of the Company by members of the Company in the annual general meeting held on January 10, 2024 for a second term of five consecutive years, effective from February 11, 2024 to February 10, 2029.

(iv) Mr. Manoj Kumar (DIN: 00072634) was re-appointed as an Independent Director of the Company by members of the Company in the annual general meeting held on January 10, 2024 for a second term of five consecutive years, effective from May 28, 2024 to May 27, 2029.

(v) Ms. Sonum Gayatri Malhotra was appointed as additional director designated as an Independent

18 SpiceJet Limited

Director on the Board of the Company on September 14, 2024 and shall hold office upto the date of ensuing annual general meeting. The Company has received notice under

Section 160 of the Companies Act, 2013 proposing her candidature for the office of director and the members are requested to consider the same.

(vi) Mr. Ashish Kumar, Chief Financial Officer of the Company, has resigned effective July 15, 2024 and as on date of this report the position of Chief Financial Officer is vacant and the Company is in the process of identifying the suitable candidate to fill this position.

(vii) 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 Company's Code of Conduct for Board Members and Senior Management.

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

In the opini on 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 Company’s 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 Company's objectives. The Nomination and Remuneration Policy is available on the Company's 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 Company's 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 Company's 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

The Nomination and Remuneration Committee carried out the Board evaluation 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 2023-24, the paid-up share capital of the Company has increased from Rs.6,018.46 million to Rs.7,834.05 million pursuant to following allotment of equity shares:

(i) Allotment of 34,172,000 equity shares of the face value of Rs.10 each at an issue price of Rs.29.84 each on preferential basis to promoter group on September 4, 2023;

(ii) Allotment of 48,123,186 equity shares of the face value of Rs.10 each at an issue price of Rs.48.00 each on preferential basis to aircraft lessors on September 4, 2023 consequent upon conversion of their existing outstanding dues aggregating to Rs.2,309,912,928;

(iii) Allotment of 197,200 equity shares of Rs.10 each under SpiceJet Employee Stock Option Scheme -2017 on December 11, 2023;

(iv) Allotment of 55,500,000 equity shares of the face value of Rs.10 at an issue price of Rs.50.00 each on preferential basis to non-promoter category on January 25, 2024;

(v) Allotment of 40,100,000 equity shares of the face value of Rs.10 at an issue price of Rs.50.00 each on preferential basis to non-promoter category on February 21, 2024; and

(vi) Allotment of 3,466,666 equity shares of the face value of Rs.10 each at an issue price of Rs.50 each to non-promoter category on March 11, 2024 consequent upon conversion equivalent number of warrants allotted to them on January 25, 2024 on preferential basis.

There is no change in authorised share capital of the Company during the financial year 2023-24.

However, in order to facilitate infusion of fresh share capital in the Company, the Board of Directors of the Company has proposed to increase the present authorised shares capital of the Company from Rs.15,000,000,000 (Rupees Fifteen Thousand Million) divided into 1,500,000,000 (One Thousand Five Hundred Million) equity shares of

Rs. 10 (Rupees Ten) each to Rs.20,000,000,000 (Rupees Twenty Thousand Million) divided into 2,000,000,000 (Two Thousand Million) equity shares of Rs.10 (Rupees Ten) each subject to approval of members in the ensuing annual general meeting.

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 2023-24.

9. Transfer to Reserves

The Company has made no transfers to reserves during the financial year 2023-24.

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 2023-24, 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 2023-24, four (4) Board Meetings were held on July 12, 2023, August 11, 2023, December 11, 2023 and January 25, 2024. The Board Meeting held on August 11, 2023 and December 11, 2023 were adjourned and continued on August 14, 2023 and December 12, 2023 respectively, for certain agenda items due to time constraints.

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, 2024, the Directors of the Company state that:

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

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the

state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

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

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

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

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

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

Details of loan given to subsidiaries as on March 31, 2024 is as below:

15. Particulars of Contracts or Arrangement made with Related Parties

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

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

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

All related party transactions that were entered into during the financial year under review were on arm's length basis and were in the ordinary course of business. All related party transactions have been placed before the Audit Committee and Board for their approval as per the provisions of the Companies Act, 2013. No material related party transactions (i.e. transactions exceeding the thresholds as defined under the Companies Act, 2013), were entered during the financial year 2023-24 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, 2024, following are the subsidiaries of the Company:

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.

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 Secretary's 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 has established an internal 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 2023-24, we received 21 complaints under this Act. As of March 31, 2024, 1 complaint remains pending.

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. During the year under review no grant was made under this scheme.

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

20. Corporate Social Responsibility

We believe that growth and development are effective only when they result in wider access to opportunities and benefit a broader section of society. With an objective of socio-economic development in India, the Board has adopted a Corporate Social Responsibility (“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 Aggarwal as Chairperson and Mr. Ajay Singh and Mrs. Shiwani Singh as Member which inter-alia monitors the Company's CSR Policy and recommend the amount of CSR expenditure. 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

This year, our organization has prioritized energy conservation, especially in managing aviation turbine fuel, which is crucial for our operations. We have implemented several measures to reduce energy consumption, including the adoption of energy-efficient equipment, technology integration, and diligent maintenance of engines and airframes. Additionally, we focus on effective flight planning, staff training, and regular performance reviews to further optimize our energy use. In terms of technology absorption, we

have extensively utilized information technology across our operations to enhance efficiency. For a detailed discussion, please refer to Section 9 (Information Technology) of the Management Discussion and Analysis.

22. Statutory Auditors

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

In accordance with Section 134(3)(f) of the Companies Act, 2013, information and explanations to various comments made by the Statutory Auditors in their Report to the members are mentioned in the Notes to the Accounts, which form part of the financial statements for the year ended March 31, 2024.

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, 2024. 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 27, 2024 for the year ended March 31, 2024 which is also available on website of the Company at https://corporate.spicejet.com/Content/ pdf/AnnualSecretarialComplianceReport31032024.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 annual 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, 2024 is annexed as Annexure - E to this report.

24. Reporting of frauds by auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the 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, 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 company’s 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, 2024 are set out below:

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 partners, 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 : November 12, 2024 Chairman & Managing Director