Flywings Simulator Training Centre Ltd Auditor Reports

on The Restated Consolidated Financial Information

of

FLYWINGS SIMULATOR TRAINING CENTRE LIMITED (FORMERLY KNOWN AS FLYWINGS SIMULATOR TRAINING PRIVATE LIMITED)

To,

The Board of Directors,

FLYWINGS SIMULATOR TRAINING CENTRE LIMITED

(FORMERLY KNOWN AS FLYWINGS SIMULATOR TRAINING PRIVATE LIMITED)

Ground Floor, Killa No. 13, Begampur Khatola, Sector 35,

Gurgaon, Gurgaon, Sadar Bazar, Haryana, India, 122001

Dear Sirs,

1) We have examined the attached Restated Consolidated ]Financial Information of FLYWINGS SIMULATOR TRAINING CENTRE LIMITED (Formerly known as FLYWINGS SIMULATOR TRAINING PRIVATE LIMITED) (the "Company") and its associates, M/s. Ambitions Flying Club Private Limited, comprising Restated Statement of Assets and Liabilities as at June 30, 2025 and March 31, 2025 on consolidated basis and as at March 31, 2024 and March 31, 2023 on standalone basis, Restated Statement of Profit & Loss and Restated Statement of Cash Flows for the three month period ended June 30, 2025 and financial year ended March 31, 2025 on consolidated basis and for financial year ended March 31, 2024, and March 31, 2023, the Summary Statement of Significant Accounting Policies, and other explanatory information (collectively referred to as the "Restated Summary Statements", "Restated Financial Statements", or "Restated Financial Information) annexed to this report for the purpose of inclusion in the Draft Red Herring Prospectus, Red Herring Prospectus, or Prospectus ("DRHP", "RHP", "Prospectus respectively), prepared by the Company in connection with its proposed Initial Public Offer on SME Platform of NSE Limited ("NSE Emerge"), as duly approved by the Board of Directors of the Company and have been prepared by the company in terms of the requirements of :

• Section 26 of Part I of Chapter III to the Companies Act, 2013 ("the Act") read with Companies (Prospectus and Allotment of Securities) Rules 2014, as amended from time to time;

• The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements Regulations), 2018 (the SEBI ICDR Regulations) as amended from time to time in pursuance of Section 11 of the Securities and Exchange Board of India Act,1992;

• The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICAI") ("Guidance Note");

• The applicable regulation of SEBI (ICDR) Regulations, 2018, as amended, and as per Schedule VI (Part A) (11) (II) of the said Regulations; and

2) The Companys Board of Directors is responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the DRHP/RHP/Prospectus to be filed with Securities and Exchange Board of India, SME Platform of NSE Limited ("NSE Emerge"), in connection with the proposed IPO. The Restated Financial Information has been prepared by the management of the Company on the basis of preparation stated in note 1 of Annexure IV to Restated Financial Information. The Board of Directors of the Company and its associates are responsible for designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the respective Restated Financial Information. The respective Board of Directors are also responsible for identifying and ensuring that the Company and its associates comply with the Act, ICDR Regulations and the Guidance Note.

3) We have examined such Restated Financial Information taking into consideration:

a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated June 10, 2024 in connection with the proposed Initial Public Offering of equity shares on SME Platform of NSE Limited ("NSE Emerge") ("IPO" or "SME IPO").;

b) The Guidance Note. The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;

c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Information; and

d) Requirements of Section 26 of the Act and the ICDR Regulations.

4) These Restated Financial Information (included in Annexure I to XXXVI) have been compiled by the Management of the Company from:

a) Audited Special Purpose Interim Consolidated Financial Statements of the Company and its associate as at and for the three month period ended June 30, 2025 prepared in accordance with accounting standards prescribed under Companies (Accounting Standard) Rules, 2021 read with section 133 of the Act and other accounting principles generally accepted in India (the "Special Purpose Interim AS Financial Statements") which have been approved by the Board of Directors at their meeting held on July 30, 2025.

b) Re-audited Consolidated Financial Statements of the Company and its associate as at and for the financial year ended March 31, 2025 prepared in accordance with accounting standards prescribed under Companies (Accounting Standard) Rules, 2021 read with section 133 of the Act and other accounting principles generally accepted in India (the "Re-Audited Financial Statements") which have been approved by the Board of Directors at their meeting held on July 29, 2025.

c) Audited Financial Statements of the Company for the financial years ended March 31 2024 and March 31, 2023 prepared in accordance with accounting standards prescribed under Companies (Accounting Standard) Rules, 2021 read with section 133 of the Act and other accounting principles generally accepted in India which have been approved by the Board of Directors at their meeting held on May 26, 2024, and September 01, 2023 respectively.

d) The Special Purpose Interim Consolidated Financial Statement of the Company for the three month period ended June 30, 2025 and the Re-audited Consolidated financial statements for the financial year ended March 31, 2025 have been audited by M/S. Jain & Jain LLP, Chartered Accountants and Audited Financial Statements for the financial year ended March 31, 2024 has been audited by M/ s. Shah Kailash Associates & LLP, Chartered Accountants and for the financial year ended March 31, 2023 has been audited by M/S. Jain & Jain LLP, Chartered Accountants and had issued unqualified reports for these years. The Special Purpose Interim Consolidated Financial Statement and Reaudited Consolidated Financial Statements referred to in paragraph (a), (b) and (c) above includes financial statements and other financial information in relation to the Companys associate "Ambitions Flying Club Private Limited" wherein significant influence was established in FY 2024-25.

5) In accordance with the requirement of Section 26 of the Companies Act, 2013 read with Companies (Prospectus and Allotment of Securities) Rules 2014, the SEBI Regulations, the Guidance Note, as amended from time to time and in terms of our engagement agreed with you, we further report that:

(a) The Restated Consolidated Statement of Assets and Liabilities for the period ended June 30, 2025 and the financial years ended March 31, 2025, 2024 and 2023 examined by us, as set out in Annexure I to this report, is prepared by the Company and approved by the Board of Directors. These Restated Summary Statement of Assets and Liabilities, have been arrived at after making such adjustments and regroupings of the financial statements, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV to XXXVI to this Report.

(b) The Restated Statement of Profit and Loss for the period ended June 30, 2025 and financial years ended March 31, 2025, 2024 and 2023 examined by us, as set out in Annexure II to this report, is prepared by the Company and approved by the Board of Directors. These Restated Summary Statement of Profit and Loss, have been arrived at after making such adjustments and regroupings of the financial statements, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV to XXXVI to this Report.

(c) The Restated Statement of Cash Flows for the period ended June 30, 2025 and the financial years ended March 31, 2025, 2024 and 2023, examined by us, as set out in Annexure III to this report, is prepared by the Company and approved by the Board of Directors. These Restated Summary Statement of Cash Flows, have been arrived at after making such adjustments and regroupings of the financial statements, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV to XXXVI to this Report.

As a result of these adjustments, the amounts reporting in the above-mentioned statements are not necessarily the same as those appearing in the audited financial statements of the Company for the relevant financial years.

6) Based on the above, as per the reliance placed by us on the Special purpose audited financial statements of the Company for the period ended June 30, 2025 and Re-audit financial statements of the company for the financial years ended March 31, 2025 and Annual audited financial statements of the company for the financial year ended March 31, 2024 and report thereon given by the Statutory Auditor of the Company for those period/ years as mentioned in para 4, and to the best of our information and according to the explanation given to us, we are of the opinion that Restated Financial Statement:

(a) have been made after incorporating adjustments for the changes in accounting policies retrospectively in respective financial years to reflect the same accounting treatment as per the changed accounting policies for all the reporting periods based on the significant accounting policies adopted by the Company as at June 30, 2025.

(b) have been made after incorporating adjustments for prior period and other material amounts, if any, in the respective financial years to which they relate to;

(c) do not contain any extra ordinary items that need to be disclosed separately other than those presented in the Restated Financial Statement and do not contain any qualification requiring adjustments;

(d) There were no qualifications in the Audit Reports issued by the Statutory Auditors for the period ended June 30, 2025 and financial years ended March 31, 2025, 2024 and 2023 which would require adjustments in this Restated Financial Statements of the Company;

(e) Restated Summary Statement of Profits and losses have been arrived at after charging all expenses including depreciation and after making such adjustments/restatements and regroupings as in our opinion are appropriate and are to be read in accordance with the Significant Accounting Polices and Notes to Accounts as set out in Annexure IV to XXXVI to this report;

(f) Adjustments in Restated Summary Statements have been made in accordance with the correct accounting policies,

(g) There was no change in accounting policies, which needs to be adjusted in the Restated Summary Statements;

(h) There are no revaluation reserves, which need to be disclosed separately in the Restated Financial Statements;

7) We have also examined the following other Restated Financial Information as set out in the respective Annexures to this report and forming part of the Restated Financial Statement, prepared by the management of the Company and approved by the Board of Directors of the company for the period ended June 30, 2025 and financial years ended March 31, 2025, 2024 and 2023 proposed to be included in the Draft Red Hearing Prospectus/ Red Hearing Prospectus / Prospectus ("Offer Document") for the proposed IPO:

1. Statement of Assets & Liabilities, as restated in Annexure I to this report.

2. Statement of Profit & Loss, as restated in Annexure II to this report.

3. Statement of Cash Flow, as restated in Annexure III to this report.

4. Statement of Significant Accounting Policies & Explanatory Notes on Financial Statement, as restated in Annexure IV to this report.

5. Statement of Share Capital, as restated in Annexure V to this report.

6. Statement of Reserves & Surplus, as restated in Annexure VI to this report

7. Statement of Long-Term Borrowings, as restated in Annexure VII to this report.

8. Statement of Long-Term Provisions, as restated in Annexure VIII to this report.

9. Statement of Short-Term Borrowings as restated in Annexure IX to this report.

10. Statement of Trade Payables as restated in Annexure X to this report.

11. Statement of Other Current Liabilities as restated in Annexure XI to this report.

12. Statement of Short-Term Provisions as restated in Annexure XII to this report.

13. Statement of Plant, Property & Equipment and Intangible Assets, as restated in Annexure XIII to this report.

14. Statement of Non-Current Investments as restated in Annexure XIV to this report.

15. Statement of Long-Term Loan & Advance as restated in Annexure XV to this report.

16. Statement of Other Non-Current Assets as restated in Annexure XVI to this report.

17. Statement of Deferred Tax Liabilities/ (Assets) as restated in Annexure XVII to this report.

18. Statement of Trade Receivables as restated in Annexure XVIII to this report.

19. Statement of Cash and Cash Equivalents as restated in Annexure XIX to this report.

20. Statement of Short-Term Loans and Advances as restated in Annexure XX to this report.

21. Statement of Other Current Assets as restated in Annexure XXI to this report.

22. Statement of Revenue from Operations as restated in Annexure XXII to this report.

23. Statement of Other Income as restated in Annexure XXIII to this report.

24. Statement of Employee Benefit Expenses as restated in Annexure XXIV to this report.

25. Statement of Finance Cost as restated in Annexure XXV to this report.

26. Statement of Depreciation & Amortization as restated in Annexure XXVI to this report.

27. Statement of Other Expenses as restated in Annexure XXVII to this report.

28. Statement of Additional Notes to Restated Consolidated Financial Information as restated in Annexure XXVIII to this report.

29. Statement of Disclosure of Investment in Shares as restated in Annexure XXIX to this report.

30. Statement of Related Party Transactions as restated in Annexure XXX to this report.

31. Statement of Reconciliation of Restated Profit, Reconciliation of Restated Shareholders Equity as restated in Annexure XXXI to this report

32. Statement of Capitalization as restated in Annexure XXXII to this report

33. Statement of Other Financial Information as restated in Annexure XXXIII to this report.

34. Statement of Tax Shelters as restated in Annexure XXXIV to this report.

35. Statement of Contingent Liabilities as restated in Annexure XXXV to this report.

36. Statement of Accounting Ratios as restated in Annexure XXXVI to this report.

8) We, Jay Gupta & Associates, Chartered Accountants hold a valid peer review certificate issued by the "Peer Review Board" of the Institute of Chartered Accountants of India ("ICAI").

9) The preparation and presentation of the Financial Statements referred to above are based on the Audited financial statements of the Company and are in accordance with the provisions of the Act and ICDR Regulations. The Financial Statements and information referred to above is the responsibility of the management of the Company.

10) This report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by Statutory Auditor, nor should this report be construed as an opinion on any of the Financial Information referred to herein.

11) We have no responsibility to update our report for events and circumstances occurring after the date of the report.

12) In our opinion, the above Restated Financial Statements contained in Annexure I to XXXVI to this report read along with the Significant Accounting Policies and Notes to the Financial Statements appearing in Annexure IV to XXXVI after making adjustments and regrouping/ reclassification as considered appropriate and have been prepared in accordance with the provisions of Section 26 of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules 2014, to the extent applicable, the SEBI Regulations, the Guidance Note issued in this regard by the ICAI, as amended from time to time, and in terms of our engagement agreed with you.

13) Emphasis of Matters: We draw your attention to the following matters:

a. We draw attention to Note 1.14 of the financial statements, which states that the Company has entered into foreign exchange transactions amounting to USD 40,656.24, USD 35,624.74, and USD 44,335.92 during the financial years ended March 31, 2025, 2024, and 2023 respectively, under the head "Repairs and Maintenance Expenses." The Company was, however, unable to provide supporting invoices in respect of these transactions for our verification.

Our opinion is not modified in respect of this matter.

14) Other Matters:

a. We did not audit the financial statement of its associates M/ s. Ambitions Flying Club Private Limited, as at and for the three months period ended June 30, 2024 and year ended March 31, 2025, whose share of Net profit after Tax included in the Audited Special Purpose Interim Consolidated Financial Statements /Re-Audited Consolidated Financial Statements for the relevant period/years is tabulated below, which have been audited by other auditors, and whose reports have been furnished to us by the Companys management and our opinion on the Audited Special Purpose Interim Consolidated Financial Statements/ Re-Audited Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of that associate, is based on the reports of the other auditors:

		(Rs. In Lakhs)
Particulars	For the period ended June 30, 2025	For the year ended March 30, 2025
Net Profit after Tax	(4.46)	38.95

Our opinion on the Audited Special Purpose Interim Consolidated Financial Statements/ ReAudited Consolidated Financial Statements was not modified in respect of the above matter with respect to our reliance on the work done and the reports on the other auditors.

15) Our report is intended solely for use of the Management and for inclusion in the offer documents in connection with the proposed SME IPO of equity shares of the Company and is not to be used, referred to or distributed for any other purpose except with our prior written consent.

For Jay Gupta & Associates

(Erstwhile Gupta Agarwal & Associates)

Chartered Accountants

Firm Registration No.: 329001E

Sd/-

Jay Shanker Gupta

Membership No. 059535

Partner

UDIN: 25059535BMHCET7927

Place: Kolkata

Date: August 1, 2025