Winny Immigration & Education Services Ltd Directors Report

To,

THE MEMBERS,

Your Directors are pleased to present the 17^th Annual Report of your company together with the Financial Statement for the year ended March 31, 2025.

FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY:

(Figures in Rupees Lakhs)

Particulars	2024-25	2023-24
Revenue from Operation	818.63	1080.69
Other income	29.31	21.43
Total Income	847.94	1102.12
Total expenses	1467.62	1049.61
Profit / (Loss) before Exceptional and Extraordinary items and Tax	(619.68)	52.51
Provision for Tax
(1) Current Tax	-	15
(2) Deferred tax (income)/expenses	(156.56)	(1.77)
(3) Taxes of Earlier Years	0.01	0.01
Profit (Loss) for the year	(463.13)	39.27

PERFORMANCE REVIEW & STATE OF COMPANYS AFFAIRS:

During the financial year 2024-25, the Company reported a total income of ^847.94 lakh as against ^1,102.12 lakh in the previous financial year. The decline in income is primarily due to market conditions, increased competition, macroeconomic factors, or any other relevant reason.

The Company has incurred a net loss of ^463.13 lakh for the financial year under review. The loss is mainly due to the geo-political scenarios globally have led to an industry slowdown and introducing new services for revenue growth in adjacent verticals to grow our revenues. Due to service delivery feasibility and audience expectation mismatch, the amount of refunds increased to maintain brand reputation and the net revenue decreased.

Despite these challenges, the Board remains confident in the underlying strength of the Companys business model, team and its long-term growth potential. The management has already initiated several strategic measures to improve operational efficiency, strengthen the core business, enhance client acquisition strategies, and diversify revenue streams. Focused efforts are being made to streamline costs, optimize resource allocation, and drive sustainable growth across verticals.

The company is prioritizing growing the service portfolio, increasing market share in key geographies and re-positioning the brand to stay competitive for driving sustainable growth.

Our continued emphasis on innovation, customer-centric services, and ethical business practices are essential in this unique positioning. With these initiatives, the Company aims to improve its financial performance and return to profitability in the coming financial year. The Board and management are committed to creating long-term value for all stakeholders.

DIVIDEND

For the year under review, your director does not recommend any dividend on the equity shares of the Company to conserve the funds for the companys future expansion.

STATE OF COMPANYS AFFAIRS

The company is engaged in the business of mainly in the visa consultancy business. there has been no change in the business of the Company during the financial year ended March 31, 2025.

TRANSFER TO RESERVES

The Board of Directors of the Company has decided not to transfer any amount to the Reserves for the year under review.

QUALITY INITIATIVE

The Company continues to sustain its commitment to the highest levels of quality, superior service management, and mature business continuity management. Our customer-centricity, process rigor, and focus on delivery excellence have resulted in consistent improvements in customer satisfaction levels.

INITIAL PUBLIC OFFER OF EQUITY SHARES

During the financial year 2024-25, the Company successfully completed its Initial Public Offering (IPO) and listed its equity shares on the NSE EMERGE platform on June 27, 2024. The IPO received an encouraging response from investors, which reflects stakeholders confidence in the Companys business model and growth prospects. Through the IPO, the Company raised ^9.13 crore by issuing 6,52,000 equity shares at an issue price of ^140 per share.

Interactive Financial Services Ltd was the book-running lead manager of the company, while Bigshare Services Pvt Ltd is the registrar for the issue. The market maker for Winny Immigration IPO is Aftertrade Broking Pvt Ltd.

The Board places on record its sincere appreciation for the trust and support extended by all stakeholders, including investors, regulators, advisors, and employees, for the successful completion of this significant milestone in the Companys growth journey.

The proceeds from the IPO have strengthened the Companys capital base and will be utilized to meet its working capital requirements, expand business operations, and pursue strategic initiatives in line with its long-term vision.

As of the date of this Report, the Company confirms that there has been no deviation or variation in the use of proceeds from the IPO as compared to the stated objects in the Prospectus.

The unutilized portion of the IPO proceeds is currently held in interest-bearing deposits with scheduled commercial banks, pending deployment in accordance with the approved objects of the issue.

SHARES CAPITAL

Following are the Capital Structure as on year ended 31st March, 2025.

Authorized Capital:

Rs. 2,17,00,000/- (Rupees Two Crore Seventeen Lakh Only) which consists of Equity share capital of 21,70,000 (Twenty-One Lakh Seventy Thousand) Equity Shares of Rs. 10/- each.

Paid-up Capital:

Prior to the Initial Public Offering (ipo), the issued, subscribed and paid-up share capital of the Company was Rs1,51,80,000 (Rupees One Crore Fifty-One Lakh Eighty Thousand only), comprising 15,18,000 (Fifteen Lakh Eighteen Thousand) equity shares of Rs10/- each.

Pursuant to the IPO, the Company made a fresh allotment of 6,52,000 (six Lakh Fifty-Two Thousand) equity shares of Rs10/- each on 25th June, 2024.

Accordingly, as on 25th June, 2024, the issued, subscribed and paid-up share capital of the Company stands at Rs2,17,00,000 (Rupees Two Crore Seventeen Lakh only), divided into 21,70,000 (Twenty-One Lakh Seventy Thousand) equity shares of Rs10/- each.

All the equity shares issued rank pari passu with the existing equity shares of the Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as "the Act") read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the "IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years.

Further, according to IEPF Rules, the shares on which the dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority.

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (lEPF).

DEPOSIT FROM PUBLIC

The Company has neither accepted nor renewed any deposits covered under section 73 to 76 of the Companies Act, 2013 during the year under review.

During the year under review, the Company has accepted unsecured loans from Directors, which have been duly disclosed in the Audit Report and are in compliance with the applicable provisions of the Companies Act, 2013 and relevant rules made thereunder.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

Details of loans and guarantees given, investments made and securities provided, if any, as covered under the provisions of Section 186 of the Act are disclosed in the notes to the financial statements.

SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES

Your company does not have any subsidiary company, associate company or joint venture company.

During the year, no company became or ceased to be subsidiary, joint venture or associates of your company.

CHANGE IN THE NATURE OF BUSINESS

During the financial year ended 31st March, 2025, there has been no change in the Companys nature of business.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the financial year 2024-25, the Company successfully completed its Initial Public Offering (IPO) and got listed on the NSE EMERGE platform. The IPO was opened on 20th June, 2024, and closed on 24th June, 2024, followed by the allotment of shares on 25th June, 2024. The Company issued 6,52,000 equity shares of Rs10 each at a price of ^140 per share, raising a total capital of approximately ^9.13 crore. The listing of the shares took place on 27th June, 2024.

Besides above there have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Companys operations in future.

INTERNAL CONTROL AND THEIR ADEQUACY

The Company has a well-established internal control system. The Company strives to maintain a dynamic system of internal controls over financial reporting to ensure reliable financial record-keeping, transparent financial reporting and disclosure and protection of physical and intellectual property.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo, are enclosed as Annexure - I to the Boards report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of the Company comprises of following Directors and Key Managerial Personnel at the end of the Financial year:

1. Mr. Hirenkumar Khodidas Patel - Chairman & Whole-time director

2. Mr. Jignesh Purshottambhai Patel - Managing Director

3. Mr. Pathik Savla - Whole-time director

4. Ms. Krisa Kairav Shah, Independent Director

5. Mr. Raimeen Bhanubhai Maradiy, Independent Director

6. Mr. Bunty Mubarakali Hudda, Independent Director

7. Mr. Krunal Nareshkumar Shah- CFO

8. Ms. Ishita NayanKumar Shah - Compliance Officer and Company Secretary

9. Mr. Bhavya Pranay Shah Appointed on 24^th February, 2025 and Resigned on 13th June, 2025

As per the provisions of the Companies Act, 2013, Mr. Pathik Savla (DIN: 10295908), retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. The resolutions seeking shareholders approval for their re-appointments form part of the Notice.

Further following changes occurred during the period under review in the Board of Directors of the company:

Mr. Bhavya Pranay Shah (din: 10964113) was appointed by the Board as an Additional Director with effect from 24th February, 2025 consequent to his appointment as an Additional Director, in terms of provisions of Section 161 of the Companies Act, 2013, rules made thereunder.

Further, after the end of the reporting period for the Financial Year 2024-25,

Mr. Bhavya Pranay Shah (DIN: 10964113) has resigned as Additional Director w.e.f 13^th June, 2025.

Mr. Jignesh Purshottambhai Patel, Chairman of the Company, tendered his resignation from the position of Chairman with effect from 27th May, 2025. The Board of Directors placed on record its sincere appreciation for the valuable contribution and guidance provided by Mr. Jignesh Purshottambhai Patel during his tenure as Chairman.

Subsequently, the Board of Directors, at its meeting held on 28th May, 2025, appointed Mr. Hirenkumar Khodidas Patel as the new Chairman of the Company with effect from the same date.

The Board welcomes Mr. Hirenkumar Khodidas Patel and looks forward to his leadership and guidance in steering the Company towards continued growth and success.

Further, the Board of Directors has appointed Mr. Pranay Jayendrabhai Shah (din: 02611727) as an Additional Director of the Company with effect from 25th July, 2025. In accordance with the provisions of Section 161 of the Companies Act, 2013, he holds office up to the date of the ensuing Annual General Meeting.

The Board of Directors recommends to the members for regularization and appointment of Mr. Pranay Jayendrabhai Shah as a the Managing Director of the Company for a term of five (5) years commencing from 30th August, 2025 and ending on 29th August, 2030, subject to the approval of the shareholders at the ensuing Annual General Meeting.

Mr. Pranay Jayendrabhai Shah has consented to act as a Managing Director and has confirmed that he is not disqualified from being appointed as a Director under the Companies Act, 2013. The Board considers that his association will be of immense benefit to the Company and recommends his appointment for the approval of the members.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given their declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Listing Regulations. In the opinion of the Board, all the Independent Directors are well-experienced business leaders. Their vast experience shall greatly benefit the Company. Further, they possess integrity and relevant proficiency, which will bring tremendous value to the Board and to the Company.

Winnv Immigration and Education Services Limited

BOARD & GENERAL MEETINGS AND PARTICIPATION OF DIRECTORS THEREAT

During the financial year 2024-25, 12(Twelve) Board Meetings were held. The interval between any two meetings was well within the maximum allowed gap of 120 days.

The attendance of each of the Directors at the meeting of the Board during the year under review is as under:

Name of the Directors	Designation	Number of Board meetings during the year 2024-25 Held & Eligible to Attended Attend
Mr. Jignesh Purshottambhai Patel	Managing Director	12	11
Mr. Hirenkumar Khodidas Patel	Whole-time director & Chairman of Company	12	12
Mr. Pathik Savla	Whole-time director	12	12
Ms. Krisa Kairav Shah	Independent Director	12	5
Mr. Bunty Mubarakali Hudda	Independent Director	12	5
Mr. Raimeen Bhanubhai Maradiya	Independent Director	12	5
Mr. Bhavya Pranay shah	Additional Director	1	0

Further, the Company, as on 31st March, 2025, had four committees namely the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Internal Compliance Committee.

The details of composition, meetings and attendance are as under:

1. AUDIT COMMITTEE • CONSTITUTION OF AUDIT COMMITTEE

The Company has constituted Audit Committee vide Board Resolution dated 27th February, 2023 in compliance with Section 177 of the Companies Act, 2013 read with rule 6 of the Companies (Meeting of Board and its power) Rules, 2014 and Regulation 18 of SEBI Listing Regulations.

As on 31st March, 2025 the Companys Audit Committee comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Bunty Mubarakali Hudda	Chairman	Independent Director
Mrs. Krisa Kairav Shah	Member	Independent Director
Mr. Jignesh Purshottambhai Patel	Member	Managing Director

During the financial year 2024-25 6 (six) Audit Committee Meeting was held.

• The details of the Audit Committee meetings attended by its members during FY 2024-25 are given below:

Sr No		Number of Meeting held during the FY 2024-25
		Held	Attended
1	Mr. Bunty Mubarakali Hudda	6	6
2	Mrs. Krisa Kairav Shah	6	6
3	Mr. Jignesh Purshottambhai Patel	6	5

2. NOMINATION & REMUNERATION COMMITTEE • CONSTITUTION OF NOMINATION & REMUNERATION COMMITTEE

The Company has formed Nomination and Remuneration Committee vide Board Resolution dated 27th February, 2023 as per applicable provisions of the Schedule V and other applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Meeting of Board and its power) Rules, 2014 and Regulation 19 of SEBI Listing Regulations.

As on 31st March, 2025 the Companys Nomination and Remuneration Committee comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Mrs. Krisa Kairav Shah	Chairman	Independent Director
Mr. Bunty Mubarakali Hudda	Member	Independent Director
Mr. Raimeen Bhanubhai Maradiya	Member	Independent Director

During the financial year 2024-25 3 (Three) Nomination and Remuneration Committee Meeting was held.

The details of the Nomination & Remuneration Committee attended by its members during FY 2024-25 are given below:

Sr No	Name of the Director	Number of Meeting held during the FY 2024-25
		Held	Attended
1	Mrs. Krisa Kairav Shah	3	3
2	Mr. Bunty Mubarakali Hudda	3	3
3	Mr. Raimeen Bhanubhai Maradiya	3	3

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

• constitution of stakeholders relationship committee

The Company has formed Stakeholders Relationship Committee vide Board Resolution dated 27th February, 2023 as per the applicable provisions of Section 178(5) of the Companies Act, 2013 read with Rule 6 of the Companies (Meeting of Board and its power) Rules, 2014 and Regulation 20 of SEBI Listing Regulations.

As on 31st March, 2025 the Companys Stakeholders Relationship Committee comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Bunty Mubarakali Hudda	Chairman	Independent Director
Mr. Jignesh Purshottambhai Patel	Member	Managing Director
Mr. Hirenkumar Khodidas Patel	Member	Whole-Time Director

• During the financial year 2024-25 2 (two) Stakeholders Relationship Committee Meeting was held.

The details of the Stakeholders Relationship Committee attended by its members during FY 2024-25 are given below:

Sr. No Name of the Director	Number of Meeting held during the FY 2024-25
	Held	Attended
1 Mr. Bunty Mubarakali Hudda	2	2
2 Mr. Jignesh Purshottambhai Patel	2	2
3 Mr. Hirenkumar Khodidas Patel	2	2

During the financial year 2024-25 1 (One) Internal Compliance Committee. Meeting was held.

GENERAL MEETINGS

During the Year Under review 16^th Annual General Meeting was held on 10^th June, 2024 and no Extraordinary General Meeting was held.

POSTAL BALLOT

During the financial year ended March 31, 2025, there are no special resolution was required to be put through a postal ballot

CORPORATE GOVERNANCE

Your company provides utmost importance at best Governance Practices and are designated to act in the best interest of its stakeholders. Better governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization

In line with Regulation 15(2) of the Listing Regulations, the provisions of Corporate Governance shall not apply in respect of the following class of the Companies.

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the

Company and it does not form the part of the Annual Report for the financial year 2024-25.

INDUSTRIAL RELATIONS

The Company has adequate skilled & trained workforce for its various areas of operations and the skills up gradation of which is being done on a continuous basis for improving the plant operations and quality process. The Company has taken sufficient measures to maintain Industrial Health and Safety at its workplace for employees as laid in the Gujarat State Factories Rules, 1963. The Company is also complying and maintaining all applicable Industrial and Labour laws/ rules.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholders Relationship, Nomination & Remuneration Committees from time to time.

POLICY RELATING TO DIRECTORS APPOINTMENT AND REMUNERATION

The Company has made disclosure Policy for appointment and remuneration of directors and other matters referred to in Section 178(3) of the Act with Rule 6 of the Companies Meeting of Board and its power), Rules, 2014 and the details of the same as provided in companys website https://winnyimmigration.com/investor-relations/

DIRECTOR REMUNERATION

During the year, the Company has paid remuneration to its Directors as more particularly described in notes to accounts of Audited Financial Statement & No Sitting fees have been paid to the directors.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of the knowledge and belief of the Directors of the Company and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013.

(a) In the preparation of the annual accounts for the year ended 31st March, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

(b) The Directors have selected such accounting policies, applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit of the Company for the year ended on that date.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. However, as part of good corporate governance, Prior omnibus approval of the Board as well as Audit Committee is obtained on annual basis for the transactions which are of a foreseen and repetitive nature. Your Directors draw your attention to notes to the financial statements for detailed related party transactions entered during the year.

Since all the related party transactions were entered by the Company in ordinary course of business and were on an arms length basis, Form AOC- 2 is not applicable to the Company.

STATUTORY AUDITOR

m/s. C N K Khandwala & Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 107647W), have been acting as the Statutory Auditors of the Company since its incorporation and were last appointed at the 12th Annual General Meeting held on 30th September, 2020, to hold office until the conclusion of the 17th Annual General Meeting to be held in the year 2025.

In accordance with the provisions of Section 139(2) of the Companies Act, 2013 and the rules framed thereunder, a listed company shall not appoint or re-appoint an audit firm as Statutory Auditor for more than one term of five consecutive years in the case of an individual or firm, or two terms of five consecutive years in the case of an audit firm. As m/s. C N K Khandwala & Associates have been the Statutory Auditors of the Company since its incorporation and have completed an aggregate term of ten years. They will complete their maximum permissible term at the conclusion of the forthcoming 17th Annual General Meeting and are therefore not eligible for re-appointment as Statutory Auditors of the Company.

Accordingly, the Board of Directors, based on the recommendation of the Audit Committee, proposes to appoint m/s. B N P S and Associates LLP Chartered Accountants, Ahmedabad (Firm Registration No. 008127S/S200013), as the Statutory Auditors of the Company, to hold office for a term of five consecutive years from the conclusion of the 17th Annual General Meeting until the conclusion of the 22nd Annual General Meeting, subject to approval of members at the upcoming AGM, at such remuneration as may be mutually agreed upon between the Board of Directors and the Statutory Auditors from time to time.

m/s. B N P S and Associates LLP, Chartered Accountants, have conveyed their consent to act as Statutory Auditors of the Company and have confirmed that they satisfy the eligibility criteria prescribed under the Companies Act, 2013 and the rules made thereunder. They have further confirmed that they are not disqualified for such appointment and comply with the applicable requirements relating to independence under the Companies Act, 2013 and the Standards on Auditing issued by the Institute of Chartered Accountants of India.

There were no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditor in its report.

REVIEW OF AUDITORS REPORT

The Statutory Auditors of the Company have given their Audit Report on the standalone and consolidated financial statements of the Company for the financial year ended 31st March, 2025. All the items on which the Auditors have commented in their report are self-explanatory and suitably explained in the Notes to the Accounts. There is no qualification, reservation, adverse remark, comments, observations, or disclaimer given by the Statutory Auditors in their report.

INTERNAL AUDITOR

Your Directors are pleased to inform you that, pursuant to the provisions of Section 138 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, as amended from time to time, m/s. Naresh J. Patel & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 123227W), were appointed as the Internal Auditors of the Company for the Financial Year 2024-25.

As m/s. B N P S and Associates LLP are now proposed to be appointed as the Statutory Auditors of the Company from the conclusion of the 17th Annual General Meeting, the Board has appointed m/s. Siddharth N. Shah & Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 121179W) as the Internal Auditors of the Company for the Financial Year 202526, with effect from 28th May, 2025, in compliance with the applicable provisions of the Companies Act, 2013.

SECRETARIAL AUDITORS

M/s. Murtuza Mandorwala and Associates (Membership No: F10745) (CP Number: 14284) was appointed as Secretarial Auditor of the Company for F.Y 2024-25.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and amended Regulation 24a of the SEBI Listing Regulations, the Board has, based on the recommendation of the Audit Committee, approved the appointment of m/s. Murtuza Mandorwala and Associates, (CP No. - 14284), a peer-reviewed Proprietary firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a period of five years, i.e., from April 1, 2025 to March 31, 2030, subject to approval of the Shareholders.

The Secretarial Audit Report for the financial year 2024-25, does not contain any qualification, reservation, or adverse remark.

During the year under review, the Secretarial Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

The secretarial Report has been annexed as Annexure Ill to the Directors Report.

ANNUAL RETURN

Pursuant to the requirement under section 134(3)(a) and 92(3) of the Companies Act, 2013 (the Act), it is hereby reported that the Company is maintaining a website https://winnyimmigration.com/investor-relations/ and the copy of form MGT-7 Annual Return for the year ended 31^st March, 2025 is also placed on it.

BUSINESS RISK MANAGEMENT

The Risk Management process that is followed to identify, assess and prioritize risks that need to be minimized, monitored and mitigated is quite elaborate. These measures help in reducing and controlling the impact of adverse events and maximize the realization of opportunities.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate "Annexure ll" forming part of this report. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of your Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company does not meet the criteria of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitution of Corporate Social Responsibility Committee.

COST AUDIT REPORT & COST RECORDS

Maintenance of cost records and the requirement of cost Audit as prescribed under the provisions of Section 148(i) of the Companies Act, 2013 are not applicable to the business activities carried out by the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the statutory auditor has not reported to the board, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism for the Directors and Employees of the Company by adopting the Whistle Blower Policy to report about the genuine concerns, unethical behavior, fraud, or violation of Companys Code of Conduct. The Company has in place a confidential reporting mechanism for any whistleblower to report a matter.

CODE OF CONDUCT

The Board of Directors has a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Code has been posted on the Companys website at https://winnyimmigration.com/investor-relations

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the workplace, in business practices, and in dealing with stakeholders.

The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee (ICC) is in place for all works and offices of the Company to redress complaints received regarding sexual harassment.

During FY 2024-25, the Company has Not received any complaints on sexual harassment.

Particulars	Status
(a) Number of complaints of sexual harassment received in the year	Nil
(b) Number of complaints disposed of during the year; and	Nil
(c) Number of cases pending for more than ninety days	Nil

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT 1961:

Pursuant to the provisions of Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, the Board of Directors hereby states that the Company has duly complied with all applicable provisions of the Maternity Benefit Act, 1961, including but not limited to grant of maternity leave, nursing breaks, protection from dismissal during maternity leave, and provision of creche facilities wherever applicable. The Company remains committed to providing a safe, supportive, and inclusive work environment for all women employees

APPOINTMENT OF RTA:

m/s. Bigshare Services Private Limited is Companys Registrar and Share Transfer Agent (RTA) in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has taken all necessary steps to facilitate complete dematerialization of its equity shares. As on 31st March, 2025, all equity shareholders of the Company have dematerialized their shareholdings, and there are no shares held in physical form. This ensures ease of trading for shareholders and enhances transparency and compliance with applicable regulations.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

In pursuance to Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

STATUS OF CASES FILED UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The company has not made any application during the financial year 2024-25.

COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Board of Directors affirms that the company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India SS-1 and SS-2 respectively relating to Meetings of the Board, its Committees and the General Meetings.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

Not Applicable

SHAREHOLDERS DISPUTE RESOLUTION MECHANISM

SEBI vide circular 31 July, 2023 and subsequent circular dated 20^th December, 2023, read with Master Circular dated August 11, 2023, has specified that a shareholder shall first take up his/her/their grievance with the listed entity/RTA by lodging a complaint directly with the concerned listed entity/RTA and if the grievance is not redressed satisfactorily, the shareholder may, in accordance with the SCORES guidelines, escalate the same through the SCORES Portal in accordance with the process laid out therein. Only after exhausting all available options for resolution of the grievance, if the shareholder is not satisfied with the outcome, he/she/ they can initiate dispute resolution through the Online Dispute Resolution ("ODR") Portal. Shareholders are requested to take note of the same.

MANAGEMENT DISCUSSION & ANALYSIS

Managements Discussion and Analysis Report for the year under review is presented in a separate section forming part of the Annual Report and is annexed herewith as "Annexure V" to the Boards report.

LISTING WITH STOCK EXCHANGE

The Company confirms that it has not defaulted in paying the Annual Listing Fees for the financial year 2024-25 to the NSE Limited where the shares of the Company are listed.

PREVENTION OF INSIDER TRADING

The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price-sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to express their deep sense of gratitude to the Banks, Central and State Governments and their Departments and the Local Authorities for their continued guidance and support. Your Directors would also like to record its appreciation for the support and cooperation your Company has been receiving from its suppliers, dealers, business partners and others associated with the Company. Your Directors place on record their sincere appreciation to the employees at all levels for their hard work, dedication and commitment. And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

BY ORDER OF THE BOARD OF DIRECTORS,

FOR, WINNY IMMIGRATION & EDUCATION SERVICES LIMITED

(Formerly Known as Winny Immigration & Education Services Private Limited)

Sd/-

HIRENKUMAR KHODIDAS PATEL CHAIRMAN OF THE COMPANY WHOLE TIME DIRECTOR DIN: 10295901 Place: Ahmedabad Date: 01st August, 2025