Winny Immigration & Education Services Ltd Auditor Reports

INDEPENDENT AUDITORS REPORT ON RESTATED FINANCIAL STATEMENTS

To,

The Board of Directors

Winny Immigration & Education Services Limited 103-104 ATP Arcade,

Lawgarden, Ahmedabad, Gujarat, India - 380006

1. We have examined the attached restated financial information of Winny Immigration & Education Services Limited (Formerly known as "Winny Immigration & Education Services Private Limited") (hereinafter referred to as "the Company") comprising the restated statement of assets and liabilities as at 31^st March 2024, 2023, and 2022, restated statement of profit and loss and restated cash flow statement for the financial year ended on 31^st March 2024, 2023 and 2022 and the summary statement of significant accounting policies and other explanatory information (collectively referred to as the "restated financial information" or "restated financial statements") annexed to this report and initialed by us for identification purposes. These Restated Financial Statements have been prepared by the management of the Company and approved by the board of directors at their meeting in connection with the proposed Initial Public Offering on EMERGE Platform ("IPO" or "EMERGE IPO") of National Stock Exchange of India Limited ("NSE") of the company.
2. These restated summary statements have been prepared in accordance with the requirements of:
1. Section 26 of Part – I of Chapter III of Companies Act, 2013 (the "Act") read with Companies

(Prospectus and Allotment of Securities) Rules 2014;

2. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 ("ICDR Regulations") and related amendments / clarifications from time to time issued by the Securities and Exchange Board of India ("SEBI");
3. The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the

Institute of Chartered Accountants of India ("Guidance Note")

3. The Companys Board of Directors is responsible for the preparation of the Restated Financial Statements for inclusion in the Draft Red Herring Prospectus ("DRHP")/ Red Herring Prospectus ("RHP")/ Prospectus ("Offer Document") to be filed with Securities and Exchange Board of India ("SEBI"), NSE and Registrar of Companies (Ahmedabad) in connection with the proposed IPO. The Restated Financial Statements have been prepared by the management of the Company on the basis of preparation stated in Annexure 4 to the Restated Financial Statements. The responsibility of the board of directors of the Company includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Statements. The board of directors are also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note.
4. We have examined such Restated Financial Statements taking into consideration:
1. The terms of reference and terms of our engagement letter requesting us to carry out the assignment, in connection with the proposed EMERGE IPO;
2. The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;
3. Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Statements;
4. The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the IPO.
5. The Restated Financial Statements of the Company have been compiled by the management from audited financial statements for the year ended on 31^st March 2024, 2023 and 2022.
6. Audit for the financial year ended 31^st March 2024, 2023 and 2022 was conducted by us vide our report 6^th June, 2024, , 01^st September 2023 and 25^th August 2022 respectively. There are no audit qualifications in the audit reports issued by previous auditors and which would require adjustments in the Restated Financial Statements of the Company except qualification on account of non-compliance with AS-15 ‘Employee Benefits where Provision for gratuity is not made by the company in the financial year ended on 31^st March 2022 . However, such compliance/adjustment are made in the Restated Financial Statement of the Company. The financial report included for these period/years is based solely on the report submitted by him.
7. Based on our examination and according to information and explanations given to us, we are of the opinion that the Restated Financial Statements:

1. have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping / reclassifications retrospectively in the financial year ended on 31^st March 2024, 2023 and 2022.
2. do not require any adjustment for modification as there is no modification in the underlying audit reports;
3. have no extra-ordinary items that need to be disclosed separately in the accounts and requiring adjustments.
4. have been prepared in accordance with the Act, ICDR Regulations and Guidance Note.

1. In accordance with the requirements of the Act including the rules made there under, ICDR Regulations, Guidance Note and engagement letter, we report that:
1. The "restated statement of asset and liabilities" of the Company as at 31^st March 2024, 2023 and 2022 examined by us, as set out in Annexure 1 to this report read with significant accounting policies in Annexure 4 has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to the restated summary statements to this report.
2. The "restated statement of profit and loss" of the Company for the financial year ended on at 31^st March 2024, 2023 and2022 examined by us, as set out in Annexure 2 to this report read with significant accounting policies in Annexure 4 has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to the restated summary statements to this report.
3. The "restated statement of cash flows" of the Company for the financial period/year ended on at 31^st March 2024, 2023 and 2022 examined by us, as set out in Annexure 3 to this report read with significant accounting policies in Annexure 4 has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to restated summary statements to this report.
2. We have also examined the following other financial information relating to the Company prepared by the management and as approved by the board of directors of the Company and annexed to this report relating to the Company for the financial year ended on at 31^st March 2024, 2023 and 2022 proposed to be included in the Offer Document.

Annexure to Restated Financial Statements of the Company: -

Annexure No.	Particulars
1	Restated Statement of Assets & Liabilities
2	Restated Statement of Profit & Loss
3	Restated Statement of Cash Flow
4	Summary Statement Of Significant Accounting Policies & Notes To Restated Financial Information
5	Restated Statement of Share Capital
6	Restated Statement of Reserves & Surplus
7	Restated Statement of Long-Term Borrowings

8	Restated Statement of Long Term Provision
9	Restated Statement of Short-Term Borrowings
10	Restated Statement of Trade Payable
11	Restated Statement of Short-Term Provisions
12	Restated Statement of Other Current Liabilities
13	Restated Statement of Property, Plant and Equipment and Intangible Assets & Depreciations and Amortizations
14	Restated Statement of Deferred Tax Liabilities/Assets
15	Restated Statement of Long Term Loans & Advances
16	Restated Statement of Trade Receivables
17	Restated Statement of Cash & Cash Equivalents
18	Restated Statement of Short-Term Loans and Advances
19	Restated Statement of Other Current Assets
20	Restated Statement of Revenue from Operations
21	Restated Statement of Other Income
22	Restated Statement of Employees Benefit Expenses
23	Restated Statement of Finance Cost
24	Restated Statement of Other Expenses
25	Restated Statement of Current Tax
26	Restated Statement of Contingent Liabilities, Commitments and Other Litigations
27	Restated statement of Foreign Currency Transactions
28	Restated statement of Gratuity Liabilities
29	Restated statement of Related Party Disclosures
30	Restated statement of Earnings Per Share
31	Other Disclosures in relation to the restated Financial Statements
32	Restated Additional Regulatory Requirement - Analytical Ratios
33	Restated Additional Disclosures with respect to amendments to Schedule III
34	Restated Statement of Accounting and Other Ratios
35	Restated Capitalisation Statement as at 31st March, 2024
36	Restated statement of Tax Shelter
4 (2.16) (a)	Restated Summary Statement of Reconciliation of Equity And Reserves
4 (2.16) (b)	Reconciliation statement of Restated Profits

3. We C N K Khandwala & Associates, Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountant of India ("ICAI") and hold a valid peer review certificate issued by the "Peer Review Board" of ICAI.
4. The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by us nor should this report be construed as a new opinion on any of the financial statements referred to therein.
5. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
6. Our report is intended solely for use of the board of directors for inclusion in the offer document to be filed with SEBI, NSE and Registrar of Companies (Ahmedabad) in connection with the proposed EMERGE IPO. Our report should not be used, referred to or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.

For, C N K Khandwala & Associates Chartered Accountants FRN 107647W Sd/-
Date: June 11, 2024 Place: Ahmedabad	(Mukesh M. Khandwala) Partner M. No. 032472 UDIN: 24032472BJZWKC3021