1.  We have audited the attached Balance Sheet of SpiceJet Limited
 (''the Company'') as at March 31, 2011 and also the Profit and Loss
 account and the cash flow statement for the year ended on that date
 annexed thereto. These financial statements are the responsibility of
 the Company''s management. Our responsibility is to express an opinion
 on these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003 (as
 amended) issued by the Central Government of India in terms of
 sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
 in the Annexure a statement on the matters specified in paragraphs 4
 and 5 of the said Order.
 
 4.  As more detailed in note 17.1 in schedule 22 to the financial
 statements, no provision has been made for interest relating to earlier
 years aggregating to Rs.74.71 million on the outstanding
 inter-corporate deposit of Rs. 50.0 million. Had the impact of the same
 been considered, the net profit (after tax) for the year ended March
 31, 2011 would have been Rs.951.73 million instead of the reported net
 profit of Rs.1,011.55 million and the accumulated losses as at March
 31, 2011 would have been Rs. 7,272.02 million instead of the reported
 accumulated loss of Rs. 7,212.20 million. The audit report of the
 preceding auditors for the year ended March 31, 2010 was also qualified
 in respect of the above matter.
 
 5.  Further to our comments in the Annexure referred to above, we
 report that:
 
 i.  We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 ii.  In our opinion, proper books of account as required by law have
 been kept by the Company so far as appears from our examination of
 those books;
 
 iii.  The balance sheet, profit and loss account and cash flow
 statement dealt with by this report are in agreement with the books of
 account;
 
 iv.  Except for the matter referred to in paragraph 4 above, in our
 opinion, the balance sheet, profit and loss account and cash flow
 statement dealt with by this report comply with the accounting
 standards referred to in sub-section (3C) of section 211 of the
 Companies Act, 1956;
 
 v.  On the basis of the written representations received from the
 directors, as on March 31, 2011, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 March 31, 2011 from being appointed as a director in terms of clause
 (g) of sub-section (1) of section 274 of the Companies Act, 1956.
 
 vi.  In our opinion and to the best of our information and according to
 the explanations given to us, subject to the effect on the financial
 statements of the matter referred to in paragraph 4 above, the said
 accounts give the information required by the Companies Act, 1956, in
 the manner so required and give a true and fair view in conformity with
 the accounting principles generally accepted in India;
 
 a) in the case of the balance sheet, of the state of affairs of the
 Company as at March 31, 2011;
 
 b) in the case of the profit and loss account, of the profit for the
 year ended on that date; and
 
 c) in the case of cash flow statement, of the cash flows for the year
 ended on that date.
 
 Annexure referred to in paragraph 3 of our report of even date
 Re: SpiceJet Limited (''the Company'')
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) All fixed assets have not been physically verified by the
 management during the year but there is a regular programme of
 verification which, in our opinion, is reasonable having regard to the
 size of the Company and the nature of its assets. No material
 discrepancies were noticed on such verification.
 
 (c) There was no disposal of a substantial part of fixed assets during
 the year.
 
 (ii) (a) The management has conducted physical verification of
 inventory at reasonable intervals during the year.
 
 (b) The procedures of physical verification of inventory followed by
 the management are reasonable and adequate in relation to the size of
 the Company and the nature of its business.
 
 (c) The Company is maintaining proper records of inventory and no
 material discrepancies were noticed on physical verification.
 
 (iii) (a) According to the information and explanation given to us, the
 Company has not granted any loans, secured or unsecured to companies,
 firms or other parties covered in the register maintained under section
 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4
 (iii) (a) to (d) of the Order are not applicable to the Company and
 hence not commented upon.
 
 (b) The Company had taken a loan in earlier years from a Company
 covered in the register maintained under section 301 of the Companies
 Act, 1956. The maximum amount involved during the year was Rs. 389.46
 million. As the loan was repaid during the year, the year-end balance
 of such loan was Rs. Nil.
 
 (c) In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions for
 such loans are not prima facie prejudicial to the interest of the
 Company.
 
 (d) In respect of loans taken, repayment of the principal amount is as
 stipulated and payment of interest has been regular.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business, for the
 purchase of inventory and fixed assets and for the sale of goods and
 services. During the course of our audit, we have not observed any
 major weakness or continuing failure to correct any major weakness in
 the internal control system of the Company in respect of these areas.
 
 (v) (a) According to the information and explanations provided by the
 management, we are of the opinion that the particulars of contracts or
 arrangements referred to in section 301 of the Act that need to be
 entered into the register maintained under section 301 have been so
 entered.
 
 (b) In our opinion and according to information and explanations given
 to us, the transactions made in pursuance of such contracts or
 arrangements and exceeding Rupees five lakhs have been entered into
 during the financial year at prices which are reasonable having regard
 to the prevailing market prices at the relevant time.
 
 (vi) The Company has not accepted any deposits from the public.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) To the best of our knowledge and as explained, the Central
 Government has not prescribed maintenance of cost records under clause
 (d) of sub-section (1) of section 209 of the Companies Act, 1956 for
 the products / services of the Company.
 
 (ix) (a) Undisputed statutory dues including provident fund, investor
 education and protection fund, employees'' state insurance, income-tax,
 sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and
 other material statutory dues have generally been regularly deposited
 with the appropriate authorities though there has been a slight delay
 in a few cases in respect of provident fund, tax deducted at source,
 value added tax and service tax.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under section 441 A of the Companies Act, 1956,
 we are not in a position to comment upon the regularity or otherwise of
 the company in depositing the same.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, employees'' state insurance, income-tax,
 wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and
 other material statutory dues were outstanding, at the year end, for a
 period of more than six months from the date they became payable.
 
 (c) According to the records of the Company, the dues outstanding of
 customs duty on account of any dispute, are as follows:
 
 Name of     Nature of dues    Amount   Period to which    Forum where
 the statute                    (Rs)    the amount relates dispute is
                                                           pending
 
 Indian      Penalty upon      82.69    March 1996 to      Delhi High
                                                           Court
 Customs     delay in         Million   August 1996
             payment of
             Act, 1962
             customs duty
 
 According to information and explanations given to us, there are no
 dues of income tax, sales tax, wealth-tax, service tax, excise duty and
 cess which are outstanding on account of any dispute.
 
 (x) The Company''s accumulated losses at the end of the financial year
 are more than fifty percent of its net worth. The Company has not
 incurred cash losses in the current and immediately preceding financial
 year.
 
 (xi) Based on our audit procedures and as per the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to a financial
 institution, bank or debenture holders.
 
 (xii) According to the information and explanations given to us and
 based on the documents and records produced before us, the Company has
 not granted loans and advances on the basis of security by way of
 pledge of shares, debentures and other securities.
 
 (xiii) In our opinion, the Company is not a chit fund or a nidhi /
 mutual benefit fund / society.  Therefore, the provisions of clause
 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended)
 are not applicable to the Company.
 
 (xiv) In our opinion, the Company is not dealing in or trading in
 shares, securities, debentures and other investments. Accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order,
 2003 (as amended) are not applicable to the Company.
 
 (xv) According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from bank
 or financial institutions.
 
 (xvi) Based on information and explanations given to us by the
 management, term loans were applied for the purpose for which the loans
 were obtained.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company and as more
 fully explained in note 18 of schedule 22 to the financial statements,
 we report that funds amounting to approximately Rs.2,319 million raised
 on short term basis by way of working capital have been temporarily
 used for funding the pre- delivery payments for the acquisition of
 aircrafts. Management has represented that the Company has tied up long
 term funding in the form of term loan facility of Rs 2,500 million from
 a bank for the same purpose as at the balance sheet date which has been
 drawn down subsequently, as and when needed, to replenish the temporary
 utilization of short term funds.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties or companies covered in the register maintained under
 section 301 of the Companies Act, 1956.
 
 (xix) The Company had unsecured foreign currency convertible bonds
 outstanding during the year, on which no security or charge was
 required to be created. These bonds were fully converted into equity
 shares during the course of the current year and such bonds are not
 outstanding as at the year-end.
 
 (xx) The Company has not raised any money by public issues and
 accordingly, provisions of clause 4(xx) of the Companies (Auditor''s
 Report) Order, 2003 (as amended) are not applicable to the Company.
 
 (xxi) We have been informed that the Company has not been able to
 recover Rs. 0.78 million of sales wherein travel tickets were purchased
 by passengers through unauthorized usage of credit cards. This amount
 has been recorded as an expense during the year. Further, we have been
 informed that an employee of the Company had misappropriated funds
 amounting to Rs. 0.58 million during the year under audit. The Company
 has filed a complaint with the authorities.  This amount has been
 recorded as an expense during the year. Except for the foregoing, no
 fraud on or by the Company has been noticed or reported during the
 year.
 
 For S.R. BATLIBOI & ASSOCIATES
 
 Firm registration number: 101049W
 
 Chartered Accountants
 
 per S Balasubrahmanyam
 
 Partner
 
 Membership No.: 053315
 
 Place: Chennai
 
 Date: May 27, 2011