AI assistant
SpiceJet Limited — Audit Report / Information 2026
Feb 12, 2026
60897_rns_2026-02-12_77d47580-c231-4f09-9a84-8f698de93a04.pdf
Audit Report / Information
Open in viewerOpens in your device viewer
==> picture [130 x 91] intentionally omitted <==
SpiceJet Limited 319 Udyog Vihar, Phase-IV, Gurugram 122016, Haryana, India. Tel: + 91 124 3913939 Fax: + 91 124 3913844
February 12, 2026
Department of Corporate Services, BSE Limited, Phiroz Jeejeebhoy Towers, Dalal Street, Mumbai – 400001
Reference: Scrip Code: 500285 and Scrip ID: SPICEJET
Subject: Monitoring Agency Reports for quarter ended December 31, 2025
Dear Sir / Madam,
In terms of Regulation 32(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Regulation 162A of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, please find attached following:
-
Monitoring Agency Report for quarter ended December 31, 2025 issued by CARE Ratings Limited in relation to preferential issue of equity shares and warrants allotted on September 4, 2023. ( Annexure – I )
-
Monitoring Agency Report for quarter ended December 31, 2025 issued by CARE Ratings Limited in relation to preferential issue of equity shares and warrants allotted on January 25, 2024 and February 21, 2024. ( Annexure – II )
-
Monitoring Agency Report for quarter ended December 31, 2025 issued by CARE Ratings Limited in relation to Qualified Institutional Placement of equity shares allotted on September 20, 2024. ( Annexure – III )
There was no additional comment from Board of Directors on the above said reports.
This is for your information and further dissemination.
Thanking you,
Yours truly, For SpiceJet Limited Chandan Digitally signed by Chandan Sand DN: cn=Chandan Sand, o=SpiceJet Limited, ou, [email protected], c=IN Sand Date: 2026.02.12 21:11:54 +05'30' Chandan Sand Sr. VP (Legal) & Company Secretary
Registered Office: Indira Gandhi International Airport, Terminal 1D, New Delhi 110037, India. Website: www.spicejet.com CIN: L51909DL1984PLC288239
==> picture [129 x 36] intentionally omitted <==
CARE/NRO/GEN/2025-26/1196
The Board of Directors SpiceJet Limited
Indira Gandhi International Airport, Terminal 1D, New Delhi 110037, Delhi, India, 110037
February 12, 2026
Dear Sir,
Monitoring Agency Report for the quarter ended December 31, 2025, – in relaton to Preferental Issue of Equity Shares and convertble Warrants of SpiceJet Limited (“the Company”)
We write in our capacity of Monitoring Agency for the Preferential Issue of Equity Shares and convertible Warrants allotted to Spice Healthcare Private Limited for an amount aggregating to Rs. 494.09 crore of the Company and refer to our duties cast under 162A of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations 2018.
In this connection, we are enclosing the Monitoring Agency Report for the quarter ended December 31, 2025, as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated July 12, 2023.
Request you to kindly take the same on records.
Thanking you, Yours faithfully,
==> picture [76 x 21] intentionally omitted <==
Sahil Goyal
Assistant Director [email protected]
==> picture [123 x 150] intentionally omitted <==
CARE Ratings Limited 9th floor, C-001/A2, Berger Towers, Sector 16B, Noida, Gautam Budh Nagar, Uttar Pradesh -201301 Phone: +91-120-4452000
4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456
Email: [email protected] • www.careedge.in
CIN-L67190MH1993PLC071691
==> picture [129 x 36] intentionally omitted <==
Report of the Monitoring Agency (MA)
Name of the issuer: SpiceJet Limited For quarter ended: December 31, 2025 Name of the Monitoring Agency: CARE Ratings Limited (a) Deviation from the objects: Not applicable
(b) Range of Deviation: Not applicable
Declaration:
We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.
The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.
We have submitted the report herewith in line with the format prescribed by SEBI (ICDR) Regulations, 2018, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.
==> picture [76 x 21] intentionally omitted <==
Signature: Name of the Authorized Signatory: Sahil Goyal
Designation of Authorized person/Signing Authority: Assistant Director
==> picture [123 x 150] intentionally omitted <==
CARE Ratings Limited 9th floor, C-001/A2, Berger Towers, Sector 16B, Noida, Gautam Budh Nagar, Uttar Pradesh -201301 Phone: +91-120-4452000
4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 Email: [email protected] • www.careedge.in
CIN-L67190MH1993PLC071691
==> picture [129 x 36] intentionally omitted <==
1) Issuer Details:
Name of the issuer : SpiceJet Limited Name of the promoter : Mr. Ajay Singh, Ajay Singh - HUF, Mrs. Kalpana Singh and Spice Healthcare Private Limited Industry/sector to which it belongs : Air Transportation
2) Issue Details
Issue Period : NA Type of issue (public/rights) : Preferential Issue Type of specified securities : Equity Shares IPO Grading, if any : Not applicable Issue size (in crore) : Rs. 494.09 (Net proceeds)
*The total number of equity warrants reduced by 91,486 decreasing the net proceeds by Rs. 0.27 crore. The same was Certified with Resolution dated September 04, 2023
3) Details of the arrangement made to ensure the monitoring of issue proceeds:
| Partculars | Reply | Source of informaton / certfcatons considered by Monitoring Agency for preparaton of report |
Comments of the Monitoring Agency |
Comments of the Board of Directors |
|---|---|---|---|---|
| Whether all utlizaton is as per the disclosures in the Ofer Document? |
Yes | Chartered Accountant certificate*, Postal Ballot Notice, Bank Statements, Management Utilisation Certificate, FDR and Balance Confirmation |
During the quarter ending December 31, 2025, the company has utlized Rs. 12.16 crore towards the objects of the issue and Rs. 10.64 crore remains unutlized. |
No Comments |
| Whether shareholder approval has been obtained in case of material deviatons# from expenditures disclosed in the Ofer Document? |
No | Postal Ballot Notice and Bank Statements |
As per the Postal Ballot Notce, the stpulated tmeline for fund utlizaton was March 31, 2025, with a provision that any unutlized amount as of that date would be deployed in the subsequent periods. The company received the remaining proceeds from the issue, amountng to Rs. 294.09 crore, in March 2025 itself and the funds are yet to be utlised completely as at the end of December 31, 2025. However, no Board Resoluton has been received specifying the revised tmeline for complete utlizaton of theproceeds. |
No Comments |
| Whether the means of fnance for the disclosed objects of the issue have changed? |
Yes | Management Utlisaton certfcate | During Q3FY26, there is no change in objects of the issue however in Q1FY26, the company had reallocated funds towards “Fleet operatng expenses including rent, deposit, maintenance etc.” from “Payment of statutory obligatons such as TDS, GST, PF etc.”, as detailed in below tables for which Board Resolution dated August 12,2025 was received. |
No Comments |
==> picture [129 x 36] intentionally omitted <==
| Partculars | Reply | Source of informaton / certfcatons considered by Monitoring Agency for preparaton of report |
Comments of the Monitoring Agency |
Comments of the Board of Directors |
|---|---|---|---|---|
| Is there any major deviaton observed over the earlier monitoring agency reports? |
No | Ofer document and last MA report dated November 11, 2025 |
There are no deviatons observed from the last MA Report. | No Comments |
| Whether all Government/statutory approvals related to the object(s)have been obtained? |
Yes | Management Utlisaton certfcate | No comments | No Comments |
| Whether all arrangements pertaining to technical assistance/collaboraton are in operaton? |
Yes | Management Utlisaton certfcate | No comments | No Comments |
| Are there any favorable/unfavorable events afectng the viability of these object(s)? |
Yes | Postal Ballot Notice, Management Utlisaton certfcate^ and Bank Statements |
According to the Postal Ballot Notice, the completion date for fund utilization was March 31, 2025, with a provision that any unutlized amount as of that date would be deployed in the subsequent periods. The funds are yet to be completely utlised and revised tmelines are not specifed. |
No Comments |
| Is there any other relevant informaton that may materially afect the decision making of the investors? |
Yes | Financial Statement for FY25 (A) and H1FY26 (UA) |
In FY25 and H1FY26 (UA), the company reported negative operating profits. In FY25, PAT levels were positive on account of other income which constituted gains arising out of restructuring of lease obligations of the company,however PAT stood negative in H1FY26(UA). |
No Comments |
- Chartered Accountant certificate from SMBC and Company LLP dated January 28, 2026
^CARE Ratings requested management’s confirmation on the timeline of complete utilisation of funds; however it has not been received. #Where material deviation may be defined to mean:
a) Deviation in the objects or purposes for which the funds have been raised
b) Deviation in the amount of funds actually utilized by more than 10% of the amount projected in the offer documents.
4) Details of objects to be monitored:
(i) Cost of objects –
| Sr. No |
Item Head |
Source of information / certifications considered by Monitoring Agency for preparation of report |
Original cost (as per the Offer Document) in Rs. Crore |
Revised Cost in Rs. Crore |
Revised Cost in Rs. Crore |
Comments of the Monitoring Agency | Comments of the Board of Directors Reason for cost revision Proposed financing option Particulars of - firm arrangements made |
Comments of the Board of Directors Reason for cost revision Proposed financing option Particulars of - firm arrangements made |
Comments of the Board of Directors Reason for cost revision Proposed financing option Particulars of - firm arrangements made |
||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Chartered Accountant |
No changes during Q3FY26, however, during | ||||||||||
| 1 | Payment of statutory obligations such as TDS, GST, PF etc. |
certificate*, Bank statements, Postal Ballot Notice, |
200.00 | 50.00 | Q1FY26, the company had revised the amount apportioned towards “Fleet operating expenses |
No Comments | |||||
| Management Utilisation |
includingrent,deposit,maintenance etc.” from | ||||||||||
| CARE Ratings Limited | |||||||||||
| 9th floor, C-001/A2, Berger Towers, Sector 16B, Noida, | 4th Floor, Godrej Coliseum, | Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - | |||||||||
| Gautam Budh Nagar, Uttar Pradesh -201301 | 400 022 | ||||||||||
| Phone: +91-120-4452000 | Phone: +91-22-6754 | 3456 | |||||||||
| Email: [email protected] • | www.careedge.in | ||||||||||
| CIN-L67190MH1993PLC071691 |
==> picture [129 x 36] intentionally omitted <==
| Sr. No |
Item Head |
Source of information / certifications considered by Monitoring Agency for preparation of report |
Original cost (as per the Offer Document) in Rs. Crore |
Revised Cost in Rs. Crore |
Comments of the Monitoring Agency | Comments of the Board of Directors | Comments of the Board of Directors | Comments of the Board of Directors |
|---|---|---|---|---|---|---|---|---|
| Reason for cost revision |
Proposed financing option |
Particulars of - firm arrangements made |
||||||
| certificate and Board of Resolution dated August 12, 2025 |
Rs. 150 crore to Rs. 300 crore through reallocation of funds against the amount apportioned towards “Payment of statutory obligations such as TDS, GST, PF etc.” |
|||||||
| 2 | Fleet operating expenses including rent, deposit, maintenance etc. |
Chartered Accountant certificate*, Bank statements, Postal Ballot Notice, Management Utilisation certificate and Board of Resolution dated August 12, 2025 |
150.00 | 300.00 | No Comments | |||
| 3 | Employee expenses | Chartered Accountant certificate*, Bank statements, Postal Ballot Notice and Management Utilisation certificate |
20.77 | 20.77 | NA | No Comments | ||
| 4 | General Corporate Purposes – 25% of the funds to be raised through preferential issue |
Chartered Accountant certificate*, Bank statements, Postal Ballot Notice, Management Utilisation certificate and Certified Resolution dated September 04, 2023 |
123.59 | 123.32 | As per the Postal Ballot Notice, upto 3,41,72,000 equity shares and upto 13,15,00,000 equity warrants were proposed to SpiceJet Healthcare Private Limited, however, on the due date the allottee subscribed the entire equity shares but only applied for 13,14,08,514 equity warrants which is why the total number of equity warrants reduced by 91,486 decreasing the total proceeds by Rs. 0.27 crore. In relation to the same a Certified Resolution dated September 04, 2023, was passed and the differential was adjusted from the GCP. |
No Comments | ||
| Total | 494.36 | 494.09 |
- Chartered Accountant certificate from SMBC and Company LLP dated January 28, 2026
(ii) Progress in the objects –
CARE Ratings Limited
9th floor, C-001/A2, Berger Towers, Sector 16B, Noida, Gautam Budh Nagar, Uttar Pradesh -201301 Phone: +91-120-4452000
CIN-L67190MH1993PLC071691
4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022
Phone: +91-22-6754 3456 Email: [email protected] • www.careedge.in
==> picture [121 x 146] intentionally omitted <==
==> picture [129 x 36] intentionally omitted <==
| Sr. No |
Item Head |
Source of information / certifications considered by Monitoring Agency for preparation of report |
Amount as proposed in the Offer Document in Rs. Crore (Revised) |
ld | ld | ld | Comments of the Monitoring | Comments of the Board of Directors |
Comments of the Board of Directors |
||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Revised Cost In Rs. crore |
Amou | nt utiise in Rs. | Crore | Unutilised amount in Rs. crore |
Agency | ||||||
| As at beginning of the quarter in Rs. Crore |
During the quarter in Rs. Crore |
Reasons for idle funds |
Proposed course of action |
||||||||
| At the end of | |||||||||||
| the quarter in | |||||||||||
| Rs. Crore | |||||||||||
| 1 | Payment of statutory obligations such as TDS, GST, PF etc. |
Chartered Accountant certificate*, Bank statements, Postal Ballot Notice and Management Utilisation certificate |
200.00 | 50.00 | 48.99 | 0.00 | 48.99 | 1.01 | Nil Utilization during Q3FY26. | No Comments | |
| 2 | Fleet operating expenses including rent, deposit, maintenance etc. |
Chartered Accountant certificate*, Bank statements, Postal Ballot Notice and Management Utilisation certificate |
150.00 | 300.00 | 298.10 | 0.00 | 298.10 | 1.90 | Nil Utilization during Q3FY26. | No Comments | |
| 3 | Employee expenses |
Chartered Accountant certificate*, Bank statements, Postal Ballot Notice and Management Utilisation certificate |
20.77 | 20.77 | 15.76 | 0.00 | 15.76 | 5.01 | Nil Utilization during Q3FY26. | No Comments | |
| 4 | General Corporate Purposes – 25% of the funds to be raised through preferential issue |
Chartered Accountant certificate*, Bank statements, Postal Ballot Notice and Management Utilisation certificate |
123.59 | 123.32 | 108.44 | 12.16 | 120.6 | 2.72 | During Q3FY26, the Company has expensed Rs. 12.16 crore towards payments to Airport Authorities of India, ATF, and loan repayments. Since the company has utilised its proceeds from an already operating current account of the company, the expenditure incurred for the said purpose cannot be clearly identified to the money received against the preferential issue. |
No Comments | |
| Total | 494.36 | 494.09 | 471.29 | 12.16 | 483.45 | 10.64 |
* Chartered Accountant certificate from SMBC and Company LLP dated January 28, 2026
(iii) Deployment of unutilized public issue proceeds:
CARE Ratings Limited
9th floor, C-001/A2, Berger Towers, Sector 16B, Noida, Gautam Budh Nagar, Uttar Pradesh -201301 Phone: +91-120-4452000
CIN-L67190MH1993PLC071691
4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022
Phone: +91-22-6754 3456 Email: [email protected] • www.careedge.in
==> picture [121 x 146] intentionally omitted <==
==> picture [129 x 36] intentionally omitted <==
| Sr. No. | Type of instrument and name of the entty invested in | Amount invested | Maturity date | Earning | Interest Rate (%) | Market Value as at the end of quarter |
|---|---|---|---|---|---|---|
| 1. | FDR – Yes Bank(102540600021660)^ | 16.66 | April 19,2026 | - | 7.82% | - |
| Less: Interest accrued and tax component* | (6.02) | |||||
| Total | 10.64 |
^The total FD Balance as per balance confirmation dated December 31, 2025 stood at Rs. 16.66 crore including the interest accrued and tax components amounting to Rs. 6.02 crore as per the management.
(iv) Delay in implementation of the object(s)
| Comments of the Board of | Comments of the Board of | ||||
|---|---|---|---|---|---|
| Completon Date | |||||
| Directors | |||||
| Delay (no. of days/ | |||||
| Objects | Proposed | ||||
| months) | Reason of | ||||
| As per the Placement document | Actual* | course of | |||
| delay | |||||
| acton | |||||
| Payment of statutory obligatons such as TDS, GST, PF etc. | The proceeds of the Preferental Issue are proposed to be utlized for the aforesaidpurposes from September 1,2023,to March 31,2025. |
In Progress | Delay (Refer Note 1) |
No Comments | |
| Fleet operatng expenses including rent, deposit, maintenance etc. |
The proceeds of the Preferental Issue are proposed to be utlized for the aforesaid purposes from September 1, 2023, to March 31, 2025. |
In Progress | |||
| Employee expenses | The proceeds of the Preferental Issue are proposed to be utlized for the aforesaidpurposes from September 1,2023,to March 31,2025. |
In Progress | |||
| General Corporate Purposes – 25% of the funds to be raised through preferental issue |
The proceeds of the Preferental Issue are proposed to be utlized for the aforesaid purposes from September 1, 2023, to March 31, 2025. |
In Progress |
- *In case of continuing object(s), please specify latest/revised estimate of the completion date.
Note 1: As per the Postal Ballot Notice, the stipulated timeline for fund utilization is March 31, 2025, with a provision that any unutilized amount as of that date would be deployed in the subsequent periods. The company received the remaining proceeds from the issue, amounting to Rs. 294.09 crore, in March 2025 itself and the funds are yet to be utilised completely as at the end of December 31, 2025. Further, no Board Resolution has been passed specifying the revised timeline for complete utilization of the proceeds.
5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:
| Sr. No | Item Head | Amount in Rs. Crore |
Source of informaton / certfcatons considered by Monitoring Agency for preparaton of report |
Comments of Monitoring Agency | Comments of the Board of Directors |
|
|---|---|---|---|---|---|---|
| 1. | AAI (Airports Authority of India) | 1.65 | Chartered Accountant certfcate*, Bank statements, Postal Ballot Notce and |
During the quarter, the Company has expensed Rs. 12.16 crore against GCP towardspayments to Airport Authorites |
No Comments | |
| CARE Ratings Limited | ||||||
| 9th floor, C-001/A2, Berger Towers, Sector 16B, Noida, | 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - | |||||
| Gautam Budh Nagar, Uttar Pradesh -201301 | 400 022 | |||||
| Phone: +91-120-4452000 | Phone: +91-22-6754 3456 | |||||
| Email: [email protected] • www.careedge.in | ||||||
| CIN-L67190MH1993PLC071691 |
==> picture [129 x 36] intentionally omitted <==
| Source of informaton / certfcatons | |||||
|---|---|---|---|---|---|
| Amount | Comments of the Board of | ||||
| Sr. No | Item Head | considered by Monitoring Agency for |
Comments of Monitoring Agency | ||
| in Rs. Crore | Directors | ||||
| preparaton of report | |||||
| 2. | ATF (Aviaton Turbine Fuel) | 7.85 | Management Utlisaton certfcate | of India, ATF and loan repayments. It is noted that the appropriated utlisaton under GCP is not available in Postal Ballot Notce and no Board Approval/Resoluton has been received against the same. |
|
| 3. | Loan Repayment | 2.66 | |||
| Total | 12.16 |
* Chartered Accountant certificate from SMBC and Company LLP dated January 28, 2026
CARE Ratings Limited
9th floor, C-001/A2, Berger Towers, Sector 16B, Noida, Gautam Budh Nagar, Uttar Pradesh -201301 Phone: +91-120-4452000
4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022
Phone: +91-22-6754 3456 Email: [email protected] • www.careedge.in
==> picture [121 x 146] intentionally omitted <==
CIN-L67190MH1993PLC071691
==> picture [129 x 35] intentionally omitted <==
Disclaimers to MA report:
a) This Report is prepared by CARE Ratings Ltd (hereinafter referred to as “Monitoring Agency/MA”). The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.
b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditors (or from peer reviewed CA firms) appointed by the Issuer believed by it to be accurate and reliable.
c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.
d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from auditors (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.
e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.
==> picture [123 x 153] intentionally omitted <==
CARE Ratings Limited 9th floor, C-001/A2, Berger Towers, Sector 16B, Noida, Gautam Budh Nagar, Uttar Pradesh -201301 Phone: +91-120-4452000
4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 Email: [email protected] • www.careedge.in
CIN-L67190MH1993PLC071691
==> picture [129 x 36] intentionally omitted <==
CARE/NRO/GEN/2025-26/1197
The Board of Directors SpiceJet Limited
Indira Gandhi International Airport, Terminal 1D, New Delhi 110037, Delhi, India, 110037
February 12, 2026
Dear Sir,
- Monitoring Agency Report for the quarter ended December 31, 2025 in relation to the Preferential Issue of equity shares of SpiceJet Limited (“the Company”)
We write in our capacity of Monitoring Agency for the preferential Issue of equity shares and convertible warrants for the amount aggregating to Rs. 2,241.50 crore of the Company and refer to our duties cast under 162A of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations.
In this connection, we are enclosing the Monitoring Agency Report for the quarter ended December 31, 2025, as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated December 12, 2023.
Request you to kindly take the same on records.
Thanking you,
Yours faithfully,
==> picture [78 x 21] intentionally omitted <==
Sahil Goyal
Assistant Director [email protected]
==> picture [123 x 153] intentionally omitted <==
CARE Ratings Limited 9th floor, C-001/A2, Berger Towers, Sector 16B, Noida, Gautam Budh Nagar, Uttar Pradesh -201301 Phone: +91-120-4452000
4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 Email: [email protected] • www.careedge.in
CIN-L67190MH1993PLC071691
==> picture [129 x 36] intentionally omitted <==
Report of the Monitoring Agency
Name of the issuer: SpiceJet Limited
For quarter ended: December 31, 2025 Name of the Monitoring Agency: CARE Ratings Limited (a) Deviation from the objects: Refer table no. 3
(b) Range of Deviation: Refer table no. 3
Note: Due to the non-receipt of funds, there has been a deviation in the objects and delay in the utilization of proceeds as per the stipulated timelines
Declaration:
We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.
The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.
We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.
==> picture [77 x 21] intentionally omitted <==
Signature:
Name and designation of the Authorized Signatory: Sahil Goyal Designation of Authorized person/Signing Authority: Assistant Director
==> picture [123 x 153] intentionally omitted <==
CARE Ratings Limited 9th floor, C-001/A2, Berger Towers, Sector 16B, Noida, Gautam Budh Nagar, Uttar Pradesh -201301 Phone: +91-120-4452000
4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 Email: [email protected] • www.careedge.in
CIN-L67190MH1993PLC071691
==> picture [129 x 36] intentionally omitted <==
1) Issuer Details:
Name of the issuer : SpiceJet Limited Name of the promoter : Mr. Ajay Singh, Ajay Singh HUF, Mrs. Kalpana Singh and Spice Healthcare Private Limited Industry/sector to which it belongs : Air Transportation Issue Details Issue Period : NA Type of issue (public/rights) : Preferential Issue Type of specified securities : Equity shares and warrants IPO Grading, if any : Not Applicable Issue size (in crore) : Rs. 2,241.50 crore*
2) Issue Details
*Note: Due to undersubscription of equity shares and warrants, the total proceeds expected to be received were reduced from Rs.2,241.50 crore to Rs. 1,060 crore, and the revised costs of the received were reduced from Rs.2,241.50 crore to Rs. 1,060 crore, and the revised costs of the objects were approved by the Board in December 2023. Now, the balance funds i.e. Rs. Rs. 381.81 crore has been forfeited on account of Rs. 33.31 crore, corresponding to 0.88 crore warrants held by Silver Stallion, which expired on July 25, 2025 and the pending warrants from Elara India Opportunities Fund (representing Rs. 348.50 crore) yet to be converted on account of pending proceedings under SAT deemed forfeited by the company as per Management Utilisation Certificate dated February 05, 2026.
3) Details of the arrangement made to ensure the monitoring of issue proceeds:
| Source of information / | Source of information / | |||||
|---|---|---|---|---|---|---|
| Particulars | Reply | certifications considered by Monitoring Agency for |
Comments of the Monitoring Agency |
Comments of the Board of Directors |
||
| preparation of report | ||||||
| During the quarter ended December 31, 2025, the company did not receive any funds pursuant | ||||||
| to the preferential issue and, accordingly, no expenditure was incurred towards the objects of the | ||||||
| issue during the period. | ||||||
| Further, owing to the non-receipt of funds, utilization of proceeds has been delayed vis-à-vis the | ||||||
| Chartered Accountant |
timelines stipulated in the Offer Document, as detailed in Table 4(iii) below. | |||||
| Whether all utilization is as per the disclosures in the Offer Document? |
No | certificate*, Private Placement Offer and Management |
As per the management undertaking dated October 31, 2025, the timeline for conversion of | No Comments | ||
| Utilisation Certificate | warrants was extended due to pending proceedings before the Securities Appellate Tribunal (SAT); | |||||
| however, no corresponding Board resolution approving the extension of timelines was passed. | ||||||
| Subsequently, as per the management undertaking dated February 05, 2026, the currency to | ||||||
| exercise the pending warrants (representing Rs. Rs. 348.50 crore) has expired and the company | ||||||
| has forfeited the related amount. | ||||||
| CARE Ratings Limited | ||||||
| 9th floor, C-001/A2, Berger Towers, Sector 16B, Noida, | 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - | |||||
| Gautam Budh Nagar, Uttar Pradesh -201301 | 400 022 | |||||
| Phone: +91-120-4452000 | Phone: +91-22-6754 | 3456 | ||||
| Email: [email protected] • www.careedge.in | ||||||
| CIN-L67190MH1993PLC071691 |
==> picture [129 x 36] intentionally omitted <==
| Particulars | Reply | Source of information / certifications considered by Monitoring Agency for preparation of report |
Comments of the Monitoring Agency |
Comments of the Board of Directors |
|---|---|---|---|---|
| Whether shareholder approval has been obtained in case of material deviations# from expenditures disclosed in the Offer Document? |
No | Private Placement Offer and Management Utilisation Certificate |
Shareholders’ approval has not been obtained with respect to the over-utilization of funds towards one of the objects, namely ATF expenses, observed in Q2FY25, which was highlighted in the earlier Monitoring Agency report. As per the management undertaking dated October 31, 2025, the timeline for conversion of warrants was extended due to pending proceedings before the Securities Appellate Tribunal (SAT); however, no corresponding Board resolution approving the extension of timelines was passed. Subsequently, as per the management undertaking dated February 05, 2026, the currency to exercise thependingwarrants has expired and the companyhas forfeited the related amount. |
No Comments |
| Whether the means of finance for the disclosed objects of the issue have changed? |
Yes | Private Placement Offer, Management Utilisation Certificate and Board resolution dated December 12, 2023 |
Due to undersubscription of equity shares and warrants, the total proceeds expected to be received were reduced from Rs.2,241.50 crore to Rs. 1,060 crore, and the revised costs of the objects were approved by the Board in December 2023. While warrants amounting to Rs. 348.50 crore were earlier expected to be converted in subsequent quarters; the total unutilized funds stood at Rs. 381.81 crore. The differential amount of Rs. 33.31 crore pertained to 0.88 crore warrants held by Silver Stallion, which expired on July 25, 2025 due to non-conversion. Further, in the case of Elara India Opportunities Fund, conversion remained pending; however, as per the management undertaking dated February 05, 2026, the currency to exercise the warrants has expired and the amount has been forfeited. |
No Comments |
| Is there any major deviation observed over the earlier monitoringagencyreports? |
No | Private Placement Offer | No deviation in Q3FY26 since there is no receipt of funds and hence no utilisation. | No Comments |
| Whether all Government/statutory approvals related to the object(s)have been obtained? |
Yes | Management Utilisation certificate |
No comments | No Comments |
| Whether all arrangements pertaining to technical assistance/collaboration are in operation? |
Yes | Management Utilisation certificate |
No comments | No Comments |
| Are there any favorable/unfavorable events affecting the viability of these object(s)? |
Yes | Private Placement Offer and Management Utilisation Certificate |
As per the management undertaking dated February 05, 2026, the currency to exercise the pending warrants has expired and the company has forfeited the related amount hence, utilization of proceeds has been delayed vis-à-vis the timelines stipulated in the Offer Document, affecting the viabilityof the objects. |
No Comments |
| Is there any other relevant information that may materially affect the decision making of the investors? |
Yes | Financial Statement for FY25 (A) and H1FY26 (UA) |
In FY25 and H1FY26 (UA), the company reported negative operating profits. In FY25, PAT levels were positive on account of other income which constituted gains arising out of restructuring of lease obligations of the company,however PAT stood negative in H1FY26(UA). |
No Comments |
==> picture [129 x 36] intentionally omitted <==
b) Deviation in the amount of funds actually utilized by more than 10% of the amount projected in the offer documents.
4) Details of objects to be monitored:
(i) Cost of objects –
| Sr. No |
Item Head |
Item Head |
Item Head |
Source of information / certifications considered by Monitoring Agency for preparation of report |
Source of information / certifications considered by Monitoring Agency for preparation of report |
Source of information / certifications considered by Monitoring Agency for preparation of report |
Original cost (as per the Offer Document) in Rs. Crore |
Original cost (as per the Offer Document) in Rs. Crore |
Comments of the Board of Directors | Comments of the Board of Directors | Comments of the Board of Directors | Comments of the Board of Directors | Comments of the Board of Directors | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revised Cost in Rs. Crore |
Comments of the Monitoring Agency | Reason for cost revision |
Proposed financing option |
Particulars of -firm arrangemen ts made |
|||||||||||||||
| 1 | Payment of statutory obligations such as TDS,GST,PF etc. |
Private Placement Offer and Board resolution dated December 12,2023 |
504.00 | 237.06 | Revised cost has been shared by the management of the company and this is as per the board resolution dated December 12, 2023, wherein the board approved that the proposed utilisation of proceeds of the preferential issue can be revised/altered proportionately among all the objects/purpose in case there is a change in total proceeds of funds due to any unsubscribed portion of equity/warrant. Since, the proceeds were received in one allotment account and utilised through one monitoring account, utilisation of proceeds couldn’t be segregated and verified with respect to equityand warrants. |
No Comments | |||||||||||||
| 2 | Settlement of creditors for past dues |
Private Placement Offer and Board resolution dated December 12,2023 |
400.00 | 188.57 | No Comments | ||||||||||||||
| 3 | Uplifting and un-grounding of fleet and new fleet acquisition |
Private Placement Offer and Board resolution dated December 12,2023 |
500.00 | 236.45 | No Comments | ||||||||||||||
| 4 | ATF expenses | Private Placement Offer and Board resolution dated December 12,2023 |
200.00 | 95.77 | No Comments | ||||||||||||||
| 5 | Employee expenses | Private Placement Offer and Board resolution dated December 12,2023 |
78.50 | 37.86 | No Comments | ||||||||||||||
| 6 | General Corporate Purposes | Private Placement Offer and Board resolution dated December 12, 2023 |
559.00 | 264.29 | No Comments | ||||||||||||||
| Total | 2,241.50 | 1,060.00^ | |||||||||||||||||
| ^The total funds received till date amount to Rs. 678.19 crore. The warrant conversion period has expired and, in objects relating to the unutilized portion (if any) has not yet been approved by the Board. (ii)Progress in the objects – |
accordingly, no further infusion of funds is expected under | ||||||||||||||||||
| Sr. No |
Item Head | Source of information / certifications considered by Monitoring Agency for preparation of report |
Amount as proposed in the Offer Document in Rs. Crore |
ilid i | Comments of the Board of Directors |
||||||||||||||
| Amount Revised as per subscribed amount in Rs. Crore |
Amount | Amou | nt utse n R | . Crore | Comments of the Monitoring Agency |
||||||||||||||
| received till June 30, 2025 in Rs. Crore* |
|||||||||||||||||||
| As at beginning of the quarter sin Rs. Crore1 |
As at | Reasons for idle funds |
Proposed course of action |
||||||||||||||||
| Unutilised |
|||||||||||||||||||
| During the | At the end |
||||||||||||||||||
| amount in |
|||||||||||||||||||
| quarter in | of the |
||||||||||||||||||
| Rs. crore | |||||||||||||||||||
| Rs. Crore | quarter in Rs. Crore |
||||||||||||||||||
| 1 | Payment of statutory obligations such as TDS,GST,PF etc. |
Chartered Accountant certificate*, Management Utilisation certificate and Private Placement Offer. |
504.00 | 237.06 | 678.19 | 67.50 | 0.00 | 67.50 | 0.00 | During the quarter, the Company has not received additional proceeds and thus |
No Comments |
==> picture [129 x 36] intentionally omitted <==
| Sr. No |
Item Head | Source of information / certifications considered by Monitoring Agency for preparation of report |
Amount as proposed in the Offer Document in Rs. Crore |
ilid i | ilid i | ilid i | Comments of the Board of Directors |
Comments of the Board of Directors |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount Revised as per subscribed amount in Rs. Crore |
Amount | Amou | nt utse n Rs | . Crore | Comments of the Monitoring Agency |
|||||||
| received till June 30, 2025 in Rs. Crore* |
||||||||||||
| As at beginning of the quarter sin Rs. Crore1 |
Reasons for idle funds |
Proposed course of action |
||||||||||
| Unutilised i |
||||||||||||
| During the | At the end |
|||||||||||
| amount n |
||||||||||||
| quarter in | of the |
|||||||||||
| Rs. crore | ||||||||||||
| Rs. Crore | quarter in Rs. Crore |
|||||||||||
| 2 | Settlement of creditors for past dues |
Chartered Accountant certificate*, Management Utilisation certificate and Private Placement Offer. |
400.00 | 188.57 | 119.49 | 0.00 | 119.49 | incurred no additional expense against the object of issue. |
No Comments | |||
| 3 | Uplifting and un- grounding of fleet and new fleet acquisition |
Chartered Accountant certificate*, Management Utilisation certificate and Private Placement Offer. |
500.00 | 236.45 | 160.96 | 0.00 | 160.96 | No Comments | ||||
| 4 | ATF expenses | Chartered Accountant certificate*, Management Utilisation certificate and Private Placement Offer. |
200.00 | 95.77 | 134.65^ | 0.00 | 134.65^ | No Comments | ||||
| 5 | Employee expenses | Chartered Accountant certificate*, Management Utilisation certificate and Private Placement Offer. |
78.50 | 37.86 | 25.64 | 0.00 | 25.64 | No Comments | ||||
| 6 | General Corporate Purposes |
Chartered Accountant certificate*, Management Utilisation certificate and Private Placement Offer. |
559.00 | 264.28 | 169.95 | 0.00 | 169.95 | No Comments | ||||
| Total | 2,241.50 | 1,060.00 | 678.19 | 678.19 | 0.00 | 678.19 | 0.00 |
- *CA Certificate from SMBC and Company LLP dated January 28, 2026.
^ The company over-utilized the funds received through Equity towards ATF Expenses in Q1FY25, also highlighted in the previous MA Reports.
(iii) Deployment of unutilized public issue proceeds:
| Sr. No. | Type of instrument and name of the entity invested in |
Amount invested | Maturity date | Earning | Return on Investment (%) |
Market Value as at the end of quarter |
|
|---|---|---|---|---|---|---|---|
| 1. | NA | - | - | - | - | - | |
| CARE Ratings Limited | |||||||
| 9th floor, C-001/A2, Berger Towers, Sector 16B, Noida, | 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, | Sion (East), Mumbai - | |||||
| Gautam Budh Nagar, Uttar Pradesh -201301 | 400 022 | ||||||
| Phone: +91-120-4452000 | Phone: +91-22-6754 3456 | ||||||
| Email: [email protected] | • www.careedge.in | ||||||
| CIN-L67190MH1993PLC071691 |
==> picture [129 x 36] intentionally omitted <==
(iv) Delay in implementation of the object(s) –
| Completion | Completion | Date | Date | Comments of the Board of | Comments of the Board of | ||
|---|---|---|---|---|---|---|---|
| Delay | |||||||
| Directors | |||||||
| Objects | (no. of days/ | ||||||
| Reason of | Proposed course | ||||||
| As per the offer document | Actual | months) | |||||
| delay | of action | ||||||
| Equity Shares | Warrants | Equity Shares | Warrants* | ||||
| Payment of statutoryobligations such as TDS,GST,PF etc. | June 30,2024 | July31,2025 | June 30,2024 | Ongoing | Delay* | No Comments | |
| Settlement of creditors forpast dues | June 30,2024 | July31,2025 | June 30,2024 | Ongoing | |||
| Upliftingand un-groundingof fleet and new fleet acquisition | December 31,2024 | July31,2025 | June 30,2024 | Ongoing | |||
| ATF expenses | June 30,2024 | July31,2025 | June 30,2024 | Ongoing | |||
| Employee expenses | June 30,2024 | July31,2025 | June 30,2024 | Ongoing | |||
| General Corporate Purposes | June 30,2024 | July31,2025 | June 30,2024 | Ongoing |
*As the warrant conversion period has been expired and the amount has since been forfeited (as per management undertaking dated February 05, 2026), the objects remain unimplemented. It is considered a delay as the utilization could not be completed from the scheduled warrant completion date of July 31, 2025 up to December 31, 2025, due to the forfeiture of the warrant amount, resulting in non-availability of funds during this period.
5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:
Comments of Monitoring Agency |
|||||
|---|---|---|---|---|---|
| Amount | Source of information / certifications considered by | ||||
| Sr. No | Item Head^ | Comments of the Board of Directors | |||
| in Rs. Crore | Monitoring Agency for preparation of report | ||||
| - | - | - | - | Nil Utilization during Q3FY26 | - |
*CA Certificate from SMBC and Company LLP dated January 28, 2026.
^The management has stated that GCP funds have been utilized for working capital and operational payments such as to vendors including catering, airports, hotel vendors, ground handling companies etc.
CARE Ratings Limited
9th floor, C-001/A2, Berger Towers, Sector 16B, Noida, Gautam Budh Nagar, Uttar Pradesh -201301 Phone: +91-120-4452000
4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 Email: [email protected] • www.careedge.in
==> picture [122 x 151] intentionally omitted <==
CIN-L67190MH1993PLC071691
==> picture [129 x 36] intentionally omitted <==
Disclaimers to MA report:
a) This Report is prepared by CARE Ratings Ltd (hereinafter referred to as “Monitoring Agency/MA” ). The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.
b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditors (or from peer reviewed CA firms) appointed by the Issuer believed by it to be accurate and reliable.
c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.
d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from auditors (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.
e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.
CARE Ratings Limited
==> picture [123 x 153] intentionally omitted <==
9th floor, C-001/A2, Berger Towers, Sector 16B, Noida, Gautam Budh Nagar, Uttar Pradesh -201301 Phone: +91-120-4452000
4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456
Email: [email protected] • www.careedge.in
CIN-L67190MH1993PLC071691
==> picture [129 x 35] intentionally omitted <==
CARE/NRO/GEN/2025-26/1200
The Board of Directors SpiceJet Limited
Indira Gandhi International Airport, Terminal 1D, New Delhi 110037, Delhi, India, 110037
February 12, 2026
Dear Sir/Ma’am,
- Monitoring Agency Report for the quarter ended December 31, 2025 in relation to the Qualified Institutional Placement of SpiceJet Limited (“the Company”) We write in our capacity of Monitoring Agency for the QIP for the amount aggregating to Rs. 3000.00 crore of the Company and refer to our duties cast under 173A of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations.
In this connection, we are enclosing the Monitoring Agency Report for the quarter ended December 31, 2025, as per the aforesaid SEBI Regulations and Monitoring Agency Agreement dated September 12, 2024.
Request you to kindly take the same on records.
Thanking you, Yours faithfully,
==> picture [78 x 21] intentionally omitted <==
Sahil Goyal
Assistant Director [email protected]
==> picture [123 x 156] intentionally omitted <==
CARE Ratings Limited 9th floor, C-001/A2, Berger Towers, Sector 16B, Noida, Gautam Budh Nagar, Uttar Pradesh -201301 Phone: +91-120-4452000
4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456
Email: [email protected] • www.careedge.in
CIN-L67190MH1993PLC071691
==> picture [129 x 35] intentionally omitted <==
Report of the Monitoring Agency
Name of the issuer: SpiceJet Ltd
For quarter ended: December 31, 2025 Name of the Monitoring Agency: CARE Ratings Limited (a) Deviation from the objects: Yes*, Refer table no. 3
(b) Range of Deviation: NA
*Part of unutilized amount (Rs. 60.19 crore), held in fixed deposits has been pledged, therefore not freely available.
Declaration:
We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.
The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.
We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.
==> picture [77 x 21] intentionally omitted <==
Signature:
Name and designation of the Authorized Signatory: Sahil Goyal Designation of Authorized person/Signing Authority: Assistant Director
==> picture [123 x 153] intentionally omitted <==
CARE Ratings Limited 9th floor, C-001/A2, Berger Towers, Sector 16B, Noida, Gautam Budh Nagar, Uttar Pradesh -201301 Phone: +91-120-4452000
4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 Email: [email protected] • www.careedge.in
CIN-L67190MH1993PLC071691
==> picture [129 x 35] intentionally omitted <==
1) Issuer Details:
Name of the issuer Name of the promoter Industry/sector to which it belongs
: SpiceJet Ltd : Mr. Ajay Singh, Ajay Singh HUF, Mrs. Kalpana Singh and Spice Healthcare Private Limited : Air Transportation
2) Issue Details
Issue Period : July 01, 2024 to September 30, 2024 Type of issue (public/rights) : Qualified Institutional Placement Type of specified securities : Equity shares IPO Grading, if any : Not applicable Issue size (in crore) : Rs. 3000 crore
3) Details of the arrangement made to ensure the monitoring of issue proceeds:
| Particulars | Reply | Source of information / certifications considered by Monitoring Agency for preparation of report |
Comments of the Monitoring Agency |
Comments of the Board of Directors |
|---|---|---|---|---|
| Whether all utilization is as per the disclosures in the Offer Document? | Yes | Placement document, Chartered Accountant certificate*, Bank statements, Board Resolution dated November 12, 2025 |
As per board resolution passed by the company on November 12, 2025, the company has reallocated funds amounting to Rs. 25 crore from Ungrounding and maintenance of our existing fleet including purchase of components, spare parts and repairs and New Fleet Induction to General Corporate Purposes. Details of the same have been furnished in the table below 4 (i). During Q3FY26, the company has utilized Rs. 36.81 crore towards the General Corporate Expenses and unutilized proceeds amounting to Rs. 100.13 crore are majorly parked in Mutual funds and FDRs. |
No comments |
| Whether shareholder approval has been obtained in case of material deviations# from expenditures disclosed in the Offer Document? |
Not applicable | Placement document | As mentioned above | No comments |
| Whether the means of finance for the disclosed objects of the issue have changed? |
Yes | Placement document, Chartered Accountant certificate* and Management Utilisation certificate |
The entire proceeds from this issue has been received. The Company has total fixed deposits (FDs) of Rs. Rs. 60.19 crore (excluding interest accrued component of Rs. 2.17 crore) parked in FDs |
No comments |
==> picture [129 x 35] intentionally omitted <==
| Particulars | Reply | Source of information / certifications considered by Monitoring Agency for preparation of report |
Comments of the Monitoring Agency |
Comments of the Board of Directors |
|---|---|---|---|---|
| bearing numbers 102540600022100, 102540600021650, and 102540600022057, amounting to Rs. 50.61 crore, Rs. 8.96 crore, and Rs.2.79 crore, respectively, as per the balance confirmation for quarter ended December 31, 2025. These FDs have been pledged against bank guarantees issued by the Company to Dubai Airport, the Airports Authority of India (AAI), and Hindustan Petroleum Corporation Limited (HPCL), for business operations and is therefore not freely available for use per the stated objects of the issue, unless the pledge is released. |
||||
| Is there any major deviation observed over the earlier monitoring agency reports? |
No | Previous Monitoring Agency Report dated November 11,2025 |
No major deviation observed over the last MA reports |
No comments |
| Whether all Government/statutory approvals related to the object(s) have been obtained? |
Yes | Management Utilisation certificate | No comments | No comments |
| Whether all arrangements pertaining to technical assistance/collaboration are in operation? |
Yes | Management Utilisation certificate | No comments | No comments |
| Are there any favorable/unfavorable events affecting the viability of these object(s)? |
Yes | Management confirmation (However, Management Utilisation Certificate or the CA Certificate has no mention of the pledged FDRs) |
The unutilized amount lying in FDs have been pledged against bank guarantees and to that extent viability of the objects are affected. |
No comments |
| Is there any other relevant information that may materially affect the decision making of the investors? |
No | Financial Statement for FY25 (A) and H1FY26 (UA) |
In FY25 and H1FY26 (UA), the company reported negative operating profits. In FY25, PAT levels were positive on account of other income which constituted gains arising out of restructuring of lease obligations of the company, however PAT stood negative in H1FY26(UA). |
No comments |
*CA Certificate from SMBC & Co. LLP dated January 28, 2026.
Where material deviation may be defined to mean:
a) Deviation in the objects or purposes for which the funds have been raised
b) Deviation in the amount of funds actually utilized by more than 10% of the amount projected in the offer documents.
4) Details of objects to be monitored:
- (i) Cost of objects –
CARE Ratings Limited
9th floor, C-001/A2, Berger Towers, Sector 16B, Noida, Gautam Budh Nagar, Uttar Pradesh -201301 Phone: +91-120-4452000
4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022
Phone: +91-22-6754 3456 Email: [email protected] • www.careedge.in
==> picture [122 x 137] intentionally omitted <==
CIN-L67190MH1993PLC071691
==> picture [129 x 35] intentionally omitted <==
| Sr. No |
Item Head |
Source of information / certifications considered by Monitoring Agency for preparation of report |
Original cost (as per the Offer Document) in Rs. Crore |
Revised Cost in Rs. Crore February 2025# |
Revised Cost in Rs. Crore November 2025 |
Comments of the Monitoring Agency |
Comments of the Board of Directors | Comments of the Board of Directors | Comments of the Board of Directors |
|---|---|---|---|---|---|---|---|---|---|
| Reason for cost revision |
Proposed financing option |
Particulars of -firm arrangemen ts made |
|||||||
| 1 | Payment of Statutory Dues | Chartered Accountant certificate*, Placement document, Board Resolution dated February 25, 2025, Board Resolution dated November 12,2025 |
601.50 | 601.50 | 601.50 | - | No comments | ||
| 2 | Settlement / payment of certain outstanding liabilities of the creditors including aircraft and engine lessors, engineeringvendors,financiers |
Chartered Accountant certificate*, Placement document, Board Resolution dated February 25, 2025, Board Resolution dated November 12,2025 |
750.00 | 900.00 | 900.00 | - | No comments | ||
| 3 | Ungrounding and maintenance of our existing fleet including purchase of components, spare parts and repairs |
Chartered Accountant certificate*, Placement document, Board Resolution dated February 25, 2025, Board Resolution dated November 12, 2025 |
410.00 | 410.00 | 395.00 | As per board resolution passed by the company on November 12, 2025, the company has reallocated funds amounting to Rs. 15 crore from Ungrounding and maintenance of our existing fleet including purchase of components, spare parts and repairs to General Corporate Purposes. |
No comments | ||
| 4 | New Fleet Induction | Chartered Accountant certificate*, Placement document, Board Resolution dated February 25, 2025, Board Resolution dated November 12, 2025 |
370.00 | 70.00 | 60.00 | As per board resolution passed by the company on November 12, 2025, the company has reallocated funds amounting to Rs. 10 crores from New Fleet Induction to General Corporate Purposes. |
No comments | ||
| 5 | Payment of Employees Dues | Chartered Accountant certificate*, Placement document, Board Resolution dated February 25, 2025, Board Resolution dated November 12,2025 |
118.90 | 118.90 | 118.90 | - | No comments | ||
| 6 | Payment of Airports and Related Airport Payments |
Chartered Accountant certificate*, Placement document, Board Resolution dated February 25, 2025, Board Resolution dated November 12,2025 |
150.30 | 150.30 | 150.30 | - | No comments | ||
| 7 | General Corporate Purposes | Chartered Accountant certificate*, Placement document, Board Resolution dated February 25, 2025, Board Resolution dated November 12, 2025 |
520.84 | 670.84 | 695.84 | As per board resolution passed by the company on November 12, 2025, the company has reallocated funds amounting to Rs. 25 crore from Ungroundingand maintenance of |
No comments |
==> picture [129 x 35] intentionally omitted <==
| Sr. No |
Item Head |
Source of information / certifications considered by Monitoring Agency for preparation of report |
Original cost (as per the Offer Document) in Rs. Crore |
Revised Cost in Rs. Crore February 2025# |
Revised Cost in Rs. Crore November 2025 |
Comments of the Monitoring Agency |
Comments of the Board of Directors | Comments of the Board of Directors | Comments of the Board of Directors |
|---|---|---|---|---|---|---|---|---|---|
| Reason for cost revision |
Proposed financing option |
Particulars of -firm arrangemen ts made |
|||||||
| our existing fleet including purchase of components, spare parts and repairs and New Fleet Induction to General Corporate Purposes. |
|||||||||
| 8 | Compliance with applicable laws, the net proceeds from the Issue, after deducting fees, commissions, and the estimated expenses of the Issue |
Chartered Accountant certificate*, Placement document, Board Resolution dated February 25, 2025, Board Resolution dated November 12,2025 |
78.46 | 78.46 | 78.46 | - | No comments | ||
| Total | 3000.00 | 3000.00 | 3000.00 |
*CA Certificate from SMBC & Co. LLP dated January 28, 2026. # As per board resolution passed by the company on February 25, 2025, the company has reallocated funds amounting to Rs. 300 crores from New Fleet Induction category to General Corporate Purposes and Settlement/payment of certain outstanding liabilities of the creditors including aircraft and engine lessors, engineering vendors, financers category.
(ii) Progress in the objects –
| Sr. No |
Item Head |
Source of information / certifications considered by Monitoring Agency for preparation of report |
Revised | Crore | Total unutilised amount in Rs. Crore |
Comments of the Monitoring Agency |
Comments of the Board of Directors |
Comments of the Board of Directors |
|||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount as | Amount in Rs. | Amount | utilised in Rs. | ||||||||
| proposed in the Offer Document in Rs. Crore |
Crore November 2025 |
||||||||||
| As at beginning of the quarter in Rs. Crore |
During the quarter in Rs. Crore |
At the end of the quarter in Rs. Crore |
Reasons for idle funds |
Proposed course of action |
|||||||
| 1 | Payment of Statutory Dues | CA certificate*, Bank statements, Placement document |
601.50 | 601.50 | 601.50 | 0.00 | 601.50 | 0.00 | Nil utilisation for the quarter ended December 31,2025. |
No comments | |
| 2 | Settlement / payment of certain outstanding liabilities of the creditors including aircraft and engine lessors, engineering vendors,financiers |
CA certificate*, Bank statements, Placement document |
750.00 | 900.00 | 898.87 | 0.00 | 898.87 | 1.13 | Nil utilisation for the quarter ended December 31, 2025. |
No comments | |
| 3 | Ungrounding and maintenance of our existing fleet including purchase of components, spare parts and repairs |
CA certificate*, Bank statements, Placement document |
410.00 | 395.00 | 336.07 | 0.00 | 336.07 | 58.93 | Nil utilisation for the quarter ended December 31, 2025. |
No comments |
==> picture [129 x 35] intentionally omitted <==
| Sr. No |
Item Head |
Source of information / certifications considered by Monitoring Agency for preparation of report |
Revised | Crore | Total unutilised amount in Rs. Crore |
Comments of the Monitoring Agency |
Comments of the Board of Directors |
Comments of the Board of Directors |
|||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount as | Amount in Rs. | Amount | utilised in Rs. | ||||||||
| proposed in the Offer Document in Rs. Crore |
Crore November 2025 |
||||||||||
| As at beginning of the quarter in Rs. Crore |
During the quarter in Rs. Crore |
At the end of the quarter in Rs. Crore |
Reasons for idle funds |
Proposed course of action |
|||||||
| 4 | New Fleet Induction | CA certificate*, Bank statements, Placement document |
370.00 | 60.00 | 35.02 | 0.00 | 35.02 | 24.98 | Nil utilisation for the quarter ended December 31,2025. |
No comments | |
| 5 | Payment of Employees Dues | CA certificate*, Bank statements, Placement document |
118.90 | 118.90 | 120.33 | 0.00 | 120.33 | (1.43) | Nil utilisation for the quarter ended December 31, 2025. In quarter ended December 31, 2024, the company overutilized to the extent of Rs. 1.43 crore towards this object however, the same is not a significant deviation as the overutilized amount is less than 10% of the total amount defined under the said object. |
No comments | |
| 6 | Payment of Airports and Related Airport Payments |
CA certificate*, Bank statements, Placement document |
150.30 | 150.30 | 150.20 | 0.00 | 150.20 | 0.10 | Nil utilisation for the quarter ended December 31,2025. |
No comments | |
| 7 | General Corporate Purposes | CA certificate*, Bank statements, Placement document |
520.84 | 695.84 | 642.6 | 36.81 | 679.41 | 16.43 | During the quarter ended December 31, 2025, the company has utilised Rs. 36.81 crore against Aircraft Lease Rental, ATF-Domestic, Airport Authority and Salary payment. |
No comments |
==> picture [129 x 35] intentionally omitted <==
| Item Head |
Source of information / certifications considered by Monitoring Agency for preparation of report |
Revised | Crore | Total unutilised amount in Rs. Crore |
Comments of the Monitoring Agency |
Comments of the Board of Directors |
Comments of the Board of Directors |
|||
|---|---|---|---|---|---|---|---|---|---|---|
| Amount as | Amount in Rs. | Amount | utilised in Rs. | |||||||
| proposed in the Offer Document in Rs. Crore |
Crore November 2025 |
|||||||||
| As at beginning of the quarter in Rs. Crore |
During the quarter in Rs. Crore |
At the end of the quarter in Rs. Crore |
Reasons for idle funds |
Proposed course of action |
||||||
| Compliance with applicable laws, the net proceeds from the Issue, after deducting fees, commissions, and the estimated expenses of the Issue |
CA certificate*, Bank statements, Placement document |
78.46 | 78.46 | 78.46 | 0.00 | 78.46 | 0.00 | Nil utilisation for the quarter ended December 31, 2025. |
No comments | |
| 3000.00 | 3000.00 | 2863.05 | 36.81 | 2899.86 | 100.14 |
*CA Certificate from SMBC & Co. LLP dated January 28, 2026.
(iii) Deployment of unutilized proceeds:
| Sr. No. | Type of instrument and name of the entity invested in | Amount invested | Maturity date | Earning | Return on Investment (%) |
Market Value as at the end of quarter |
|---|---|---|---|---|---|---|
| 1. | Fixed deposit –102540600022100 -Yes Bank* | 49.00 | April 17,2026 | - | 7.25% | - |
| 2. | Fixed deposit – 102540600021650-Yes Bank* | 8.50 | March 18,2026 | - | 7.87% | - |
| 3. | Fixed deposit – 102540600022057-Yes Bank* | 2.69 | April 11,2026 | - | 7.75% | - |
| 4. | Mutual Fund- Axis Banking & PSU Debt Fund- Direct Growth |
25.00 | 27.16 | |||
| 5. | Mutual Fund- Baroda BNP Paribas Ultra Short Duration Fund- Direct Plan Growth |
25.00 | 27.01 | |||
| 6. | Mutual Fund-HDFC Short Term Debt Fund Direct Growth | 6.09 | 6.47 | |||
| 7. | Mutual Fund -ICICI- Corporate Bond Fund-DP Growth | 6.09 | 6.47 | |||
| 8. | Mutual Fund-Nippon India Dynamic Bond Fund- Direct Growth Plan |
6.00 | 6.44 | |||
| 9. | Monitoringaccount: Yes Bank(000381300002085) | 0.36 | - | |||
| Less: Interest on FDs (Rs. 24.94 crore) & Mutual fund gains(Rs. 3.66 crore) |
(28.6) | |||||
| Total | 100.13 |
^Total FD balance as on December 31, 2025 against the above FDRs as per the balance confirmation stood at Rs. 62.37 crore which includes interest accrued component of Rs. 2.17 crore. It is noted that FDs bearing numbers 102540600022100, 102540600021650, and 102540600022057 respectively totaling to Rs. 62.37 crore, have been pledged against bank guarantees issued by the Company to Dubai Airport, the Airports Authority of India (AAI), and Hindustan Petroleum Corporation Limited (HPCL), for business operations and is therefore not freely available for use per the stated objects of the issue, unless the pledge is released.
CARE Ratings Limited
9th floor, C-001/A2, Berger Towers, Sector 16B, Noida, Gautam Budh Nagar, Uttar Pradesh -201301 Phone: +91-120-4452000
4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022
Phone: +91-22-6754 3456 Email: [email protected] • www.careedge.in
CIN-L67190MH1993PLC071691
==> picture [129 x 35] intentionally omitted <==
(iv) Delay in implementation of the object(s) –
| Completion Date | Completion Date | Completion Date | Comments of the Board of Directors | Comments of the Board of Directors | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Delay (no. of | |||||||||||
| Objects | Proposed course | ||||||||||
| As per the offer document | Actual | days/ months) | Reason of delay | ||||||||
| of action | |||||||||||
| Payment of StatutoryDues | FY25 | December 2024 | No Delays | No comments | |||||||
| Settlement / payment of certain outstanding liabilities of the creditors including aircraft and engine lessors,engineeringvendors,financiers |
FY25 and FY26 | Ongoing | Not applicable | ||||||||
| Ungrounding and maintenance of our existing fleet including purchase of components, spare parts and repairs |
FY25 and FY26 | Ongoing | Not applicable | ||||||||
| New Fleet Induction | Not defined# | Ongoing | - | ||||||||
| Payment of Employees Dues | Not defined | December 2024 | - | ||||||||
| Payment of Airports and Related Airport Payments | Not defined | Ongoing | - | ||||||||
| General Corporate Purposes | Not defined | December 2025 | - | ||||||||
| Compliance with applicable laws, the net proceeds from the Issue, after deducting fees, commissions,and the estimated expenses of the Issue |
Not defined | December 2024 | - | ||||||||
| _CA Certificate from SMBC & Co. LLP dated January 28, 2026._ #As per the placement document, the timelines are defined only for Object 1 to 3 and not for any other object of the issue. 5) Details of utilization ofproceeds stated as General Corporate Purpose(GCP) amount in the offer document:* |
|||||||||||
| Amount | Source of information / certifications considered by | ||||||||||
| Sr. No | Item Head^ | Comments of Monitoring Agency | Comments of the Board of Directors | ||||||||
| in Rs. Crore | Monitoring Agency forpreparation of report | ||||||||||
| 1 | Aircraft Lease Rental | 10.44 | CA certificate*, Bank statements, Placement Document and Management Utilisation certificate |
During the quarter ended December 31, 2025, the company has utilized Rs. 36.81 crore towards GCP against Aircraft Lease Rental, ATF-Domestic, Airport Authority and Salary payment. |
No comments |
||||||
| 2 | ATF-Domestic | 24.27 | |||||||||
| 3 | Airport Authority | 0.90 | |||||||||
| 4 | Salary | 1.20 | |||||||||
| Total | 36.81 |
*CA Certificate from SMBC & Co. LLP dated January 28, 2026.
^ Section from the offer document related to GCP:
“Company intends to deploy Rs. 670.84 crore from the Proceeds towards general corporate purposes and the business requirements of Company, as approved by management, from time to time, subject to such utilization for general corporate purposes not exceeding 25% of the Gross Proceeds.
Such general corporate purposes may include, but are not restricted to payment to sundry creditors, new fleet induction, meeting fund requirements which our Company may face in the ordinary course of business, any capital expenditure, repayment or pre-payment of our borrowings, strategic initiatives, partnerships, investment in our Subsidiaries, working capital requirements, and any other purpose as may be approved by our Board or a duly appointed committee from time to time, subject to compliance with applicable law, including the necessary provisions of the Companies Act, 2013.
The allocation or quantum of utilization of funds towards the specific purposes described above will be determined by our Board, based on our business requirements and other relevant considerations, from time to time. Our Company’s management shall have flexibility in utilizing surplus amounts, if any, in accordance with applicable law.”
CARE Ratings Limited
9th floor, C-001/A2, Berger Towers, Sector 16B, Noida, Gautam Budh Nagar, Uttar Pradesh -201301 Phone: +91-120-4452000
4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022
Phone: +91-22-6754 3456 Email: [email protected] • www.careedge.in
CIN-L67190MH1993PLC071691
==> picture [129 x 35] intentionally omitted <==
Disclaimers to MA report:
a) This Report is prepared by CARE Ratings Ltd (hereinafter referred to as “Monitoring Agency/MA” ). The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.
b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditors (or from peer reviewed CA firms) appointed by the Issuer believed by it to be accurate and reliable.
c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.
d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from auditors (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.
e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.
==> picture [123 x 156] intentionally omitted <==
CARE Ratings Limited 9th floor, C-001/A2, Berger Towers, Sector 16B, Noida, Gautam Budh Nagar, Uttar Pradesh -201301 Phone: +91-120-4452000
4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 Email: [email protected] • www.careedge.in
CIN-L67190MH1993PLC071691