Winny Immigration & Education Services Ltd Management Discussions

The following discussion is intended to convey managements perspective on our financial condition and results of operations for the year ended on March 31, 2024, March 31, 2023 and March 31, 202. You should read the following discussion of our financial condition and results of operations together with our restated financial statements included in the Prospectus. You should also read the section entitled "Risk Factors" beginning on page 18 of this Prospectus, which discusses a number of factors, risks and contingencies that could affect our financial condition and results of operations. The following discussion relates to our Company and, is based on our restated financial statements, which have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI Regulations. Portions of the following discussion are also based on internally prepared statistical information and on other sources. Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year ("Fiscal Year") are to the twelve-month period ended March 31 of that year.

In this section, unless the context otherwise requires, any reference to "we", "us" or "our" refers to Winny Immigration & Education Services Limited, our Company. Unless otherwise indicated, financial information included herein are based on our "Restated Financial Statements" for period for the Financial Years 2023-24, 2022-23, and 2021-22, included in this Prospectus beginning on page 114 of this Prospectus.

BUSINESS OVERVIEW

Our Company "WINNY" is mainly in the visa consultancy business. In our company we provide assistance (Service) to individual for study, travel, work, business and migration purpose. As the world becomes increasingly interconnected, the demand for skilled professionals, students, and travelers to cross borders has surged and we have seized this opportunity to expand our business by providing guidance in the complex process of obtaining visas for different purposes in current era. We have successfully assisted thousands of clients in navigating the complex immigration and visa processes.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR:

After the date of last financial period i.e. March 31, 2024, there is no any significant development occurred in the Company except mentioned below. .

KEY FACTORS AFFECTING THE RESULTS OF OPERATION:

Our Companys future results of operations could be affected potentially by the following factors:

1. Any political disturbance/ uncertainties in the overseas jurisdiction and any pandemic or epidemic which would affect the business of the Company.
2. Changes in Fiscal, Economic or Political conditions in India
3. Non availability of competent and experience staff and not able to retain junior staff due to market dynamics.".
4. Failure to adapt the changing technology in our industry of operation may adversely affect our business
5. Failure to comply with regulations prescribed by authorities of the jurisdiction in which we operate
6. Competition with existing and new entrants

OUR SIGNIFICANT ACCOUNTING POLICIES

For Significant accounting policies please refer Significant Accounting Policies, "Annexure 4" beginning under Chapter titled "Restated Financial Information" beginning on page 114 of the Prospectus.

RESULTS OF KEY OPERATIONS ( in lakhs)

COMPARISON OF F.Y. 2023-24 WITH F.Y. 2022-23:

Income from Operations

Our Company "WINNY" is mainly in the visa consultancy business. In the F.Y. 2023-24, the Companys total

revenue was 1,080.69 lakhs, which is decreased by 8.21 % in compare to total Income from operations of

998.81 Lakhs in F.Y. 2022-23. Due to rift between Canada and India on account of statement by the prime minister of Canada alleging the killing of pro Khalistani, Indian Government had ordered Canada to Remove most of diplomats from the India and India has stopped issuing the Indian Visa to Canadian Citizen. On account of political situation, the issue of Canada visa were delayed and the business and income of the Company was affected adversely for the period ended on March 31, 2024.

Expenditure:

Employee Benefits Expenses:

The Employee expenses for F.Y. 2023-24 was 644.51 Lakhs against the expenses of 598.80 Lakhs in F.Y. 2022-23 showing increase by 7.63%. The increase in the employee cost is marginal and due to increment of the staff salary. The employee expenses were 59.64% of the total revenue in FY 2022-23 which was 50.86 % of the total revenue in FY 2021-22.

Finance Cost:

The Finance Cost for the F.Y. 2023-24 was 18.71 Lakhs against the cost of 23.77 Lakhs in the F.Y. 2022-23 showing decreased by 21.29%. The borrowings are decreased as compared to FY 2022-23

Other Expenses

Other Expenses increased to 353.73 Lakhs for F.Y. 2023-24 against 345.56 Lakhs in F.Y. 2022-23 showing increase of 2.36 %. The increase in other expenses of Advertisement expenses and legal & professional charges in the FY 2023-24 in compare to FY 2022-23.

Depreciation and Amortisation Expenses:

The Depreciation for F.Y. 2023-24 was 32.66 Lakhs as compared to 36.27 Lakhs for F.Y. 2022-23. The depreciation decreased by 9.95 % in F.Y. 2023-24 as compared to F.Y. 2022-23.

EBIDTA

The EBIDTA for F.Y. 2023-24 was 103.88 Lakhs as compared to 253.55 Lakhs for F.Y. 2022-23. The EBIDTA was 9.43 % of total Revenue as compared to 21.17 % in F.Y. 2022-23. Due to rift between Canada and India on account of statement by the prime minister of Canada alleging the killing of pro Khalistani, Indian Government had ordered Canada to Remove most of diplomats from the India and India has stopped issuing the Indian Visa to Canadian Citizen. On account of political situation, the issue of Canada visa were delayed and the business and income of the Company was affected adversely for the period ended on March 31, 2024 and the expesnes were increased resulting into Reduction of Profit Margin.

Profit after Tax (PAT)

PAT is 39.27 Lakhs for the F.Y. 2023-24 in compared to 144.71 Lakhs in F.Y. 2022-23. The PAT was 3.56

% of total revenue in F.Y. 2023-24 compared to 12.08 % of total revenue in F.Y. 2022-23. The percentage of profit was reduced on account of the decreased in Revenue from operations. Due to rift between Canada and India on account of statement by the prime minister of Canada alleging the killing of pro Khalistani, Indian Government had ordered Canada to Remove most of diplomats from the India and India has stopped issuing the Indian Visa to Canadian Citizen. On account of political situation, the issue of Canada visa were delayed and the business and income of the Company was affected adversely for the period ended on March 31, 2024 and the expesnes were increased resulting into Reduction of Profit Margin.

COMPARISON OF F.Y. 2022-23 WITH F.Y. 2021-22:

Income from Operations

Our Company "WINNY" is mainly in the visa consultancy business. In the F.Y. 2022-23, the Companys total

revenue was 1177.38 lakhs, which is increased by 17.88 % in compare to total Income from operations of

998.81 Lakhs in F.Y. 2021-22.

Expenditure:

Employee Benefits Expenses:

The Employee expenses for F.Y. 2022-23 was 598.80 Lakhs against the expenses of 508.50 Lakhs in F.Y. 2021-22 showing increase by 17.76%. The increase in the employee cost is marginal and due to increment of the staff salary. The employee expenses were 50.86% of the total revenue in FY 2022-23 which was 50.91 % of the total revenue in FY 2021-22.

Finance Cost:

The Finance Cost for the F.Y. 2022-23 was 23.77 Lakhs against the cost of 17.87 Lakhs in the F.Y. 2021-22 showing increase of 33.02%. The Increase in finance cost is due to Interest cost on the vehicles purchased on loan amounting to 90.64 lacs in the FY 2022-23

Other Expenses

Other Expenses increased to 345.56 Lakhs for F.Y. 2022-23 against 293.24 Lakhs in F.Y. 2021-22 showing increase of 17.84 %. The increase in other expenses of rent expenses, Printing & Stationery Charges and legal & professional charges in the FY 2022-23 in compare to FY 2021-22.

Depreciation and Amortisation Expenses:

The Depreciation for F.Y. 2022-23 was 36.27 Lakhs as compared to 13.35 Lakhs for F.Y. 2021-22. The depreciation increased by 171.69 % in F.Y. 2022-23 as compared to F.Y. 2021-22. The depreciation in FY 2022-23 was high on account of addition of fixed assets of 104.28 lacs in F.Y. 2022-23 which was 9.50 lacs FY 2021-22. The major addition of the Fixed assets is the addition of vehicles of 90.64 lacs in the FY 2022-23

EBIDTA

The EBIDTA for F.Y. 2022-23 was 253.35 Lakhs as compared to 202.33 Lakhs for F.Y. 2021-22. The EBIDTA was 21.17 % of total Revenue as compared to 20.15 % in F.Y. 2021-22. The increase in the EBDITA was on account of growth of business by 17.88 % in FY 2022-23.

Profit after Tax (PAT)

PAT is 144.71 Lakhs for the F.Y. 2022-23 in compared to 127.63 Lakhs in F.Y. 2021-22. The PAT was 12.08

% of total revenue in F.Y. 2022-23 compared to 12.71 % of total revenue in F.Y. 2021-22. The percentage of profit was reduced on account of the increase in depreciation amount and financial cost due to addition of fixed assets

CASH FLOW

Cash flow March 31, 2024

The Positive cash flow from operating activity and from Financing Activity was utilized for the reducing the borrowing the company and payment of interest.

Cash flow March 31, 2023

The Positive cash flow from operating activity and financing activity was utilized for investment in the fixed assets. The cash flow from financing activity which is borrowing to acquire the vehicles was utilized for acquiring the vehicles in the Company.

Cash flow March 31, 2022

The Positive cash flow from the operation activity was utilized for the reducing the borrowing of the Company and acquiring the fixed assets

Information required as per Item 11 (II) (C) (iv) of Part A of Schedule VI to the SEBI Regulations:

1. Unusual or infrequent events or transactions

Except any political disturbance/ uncertainties in the overseas jurisdiction and COVID-19 or any such kind of pandemic, there have been no unusual or infrequent events or transactions that have taken place during the last three years.

2. Significant economic changes that materially affected or are likely to affect income from continuing operations.

Our business has been subject, and we expect it to continue to be subject to significant economic changes arising from the trends identified above in ‘Factors Affecting our Results of Operations and the uncertainties described in the section entitled "Risk Factors" beginning on page 18 of this Prospectus. To our knowledge, except as we have described in this Prospectus, there are no known factors which we expect to bring about significant economic changes.

3. Income and Sales on account of major product/main activities

Income and sales of our Company on account of major activities derives from providing immigration and visa consultancy services

4. Whether the company has followed any unorthodox procedure for recording sales and revenues

Our Company has not followed any unorthodox procedure for recording sales and revenues.

5. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations.

Apart from the risks as disclosed under Section titled "Risk Factors" beginning on page 18 in this Prospectus, in our opinion there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations.

6. Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or services or increased sales prices.

Increases in revenues are by and large linked to increases in volume of business.

7. Total turnover of each major industry segment in which the issuer company operated.

The Company is in the business of service industry, the relevant industry data, as available, has been included in the chapter titled "Industry Overview" beginning on page 71 of this Prospectus.

8. Status of any publicly announced new products or business segment.

Our Company has not announced any new services or business segment.

9. The extent to which business is seasonal.

Our business is not seasonal.

10. Any significant dependence on a single or few suppliers or customers.

Our Company is not dependent on any single or few suppliers or customers.

11. Competitive conditions.

Competitive conditions are as described under the Chapters titled "Industry Overview" and "Business Overview" beginning on pages 71 and 75, respectively of this Prospectus.