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SpiceJet Limited Audit Report / Information 2026

Feb 12, 2026

60897_rns_2026-02-12_77d47580-c231-4f09-9a84-8f698de93a04.pdf

Audit Report / Information

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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:

  1. 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 )

  2. 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 )

  3. 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

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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,

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Sahil Goyal

Assistant Director [email protected]

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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

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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.

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Signature: Name of the Authorized Signatory: Sahil Goyal

Designation of Authorized person/Signing Authority: Assistant Director

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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

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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

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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

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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

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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

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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

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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

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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.

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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,

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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.

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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