Winny Immigration & Education Services Ltd. இன் முடிவுகள்

Mar 31, 2025

We have audited the accompanying financial statements of Winny Immigration & Education
Services Limited ("the Company"), which comprises the Balance Sheet as at March 31, 2025,
the Statement of Profit and Loss, Statement of Cash flow for the year then ended and notes to
the financial statements, including a summary of significant accounting policies and other
explanatory information (hereinafter referred to as "financial statements").

In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid financial statements give the information required by the Companies Act, 2013
(the "Act") in the manner so required and give a true and fair view in conformity with the
Accounting Standards prescribed under section 133 of the Act read with the Companies
(Accounting Standards) Rules, 2021, as amended ("AS") and other accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31, 2025, its Profit
and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on
Auditing (sAs) specified under section 143(10) of the Act. Our responsibilities under those
Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company in accordance with the
Code of Ethics issued by the Institute of Chartered Accountants of India (the "ICAI") together
with the ethical requirements that are relevant to our audit of the financial statements under
the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion on the financial statements.

Key Audit Matters

Key Audit Matters are those matters that, in our professional judgement, were of most
significance in our audit of the Financial Statements for the financial year ended 31st March,
2025. These matters were addressed in the context of our audit of the Financial Statements as
a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.

We have determined that there are no key audit matters to be communicated in our report.
Material Uncertainty Related to Going Concern

We draw attention to Note 37 to the financial statements, which indicates that the Company
has incurred a net loss of ? 463.13 lakhs for the year ended March 31, 2025. As stated in Note 37,
these events or conditions, along with other matters described therein, indicate the existence of
a material uncertainty that may cast significant doubt on the Company''s ability to continue as
a going concern. The appropriateness of the going concern assumption is dependent upon the
Company''s strategic initiatives and the prevailing market conditions.

Our opinion is not modified in respect of this matter.

Information other than the Financial Statements and Auditor''s Report thereon

The Company''s Management and the Board of Directors is responsible for the other
information. The other information comprises the information included in the Management
Discussion and Analysis, Directors'' report including its annexures, Corporate Governance and
shareholders'' information, but does not include the financial statements and our auditor''s
report thereon. The Directors'' report including its annexures and other shareholders''
information is expected to be made available to us after the date of this auditor''s report.

Our opinion on the financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other
information identified above when it becomes available and, in doing so, consider whether the
other information is materially inconsistent with the financial statements or our knowledge
obtained in the course of our audit, or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. When we read the other information,
if conclude that there is a material misstatement therein, we are required to communicate the
matter to those charged with Governance. We have nothing to report in this regard.

Responsibility of Management and Those Charged with Governance for the Financial
Statements

The Company''s Management and the Board of Directors is responsible for the matters stated in
section 134(5) of the Act, with respect to the preparation of these financial statements that give
a true and fair view of the financial position and financial performance of the Company in
accordance with the accounting principles generally accepted in India, including the
accounting standards specified under section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate implementation and maintenance of
accounting policies; making judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial statement that give a true and fair
view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management and board of directors are responsible for
assessing the Company''s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the company''s financial reporting
process.

Auditor''s Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with Standards on Auditing
(sAs) will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls.

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Companies Act, 2013, we are also responsible for expressing our opinion on whether the
Company has adequate internal financial control system in place and the operating
effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the management and board of
directors;

• Conclude on the appropriateness of management''s and board of directors use of the going
concern basis of accounting and, based on the audit evidence obtained, whether a
material uncertainty exists related to events or conditions that may cast significant doubt
on the Company''s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor''s report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor''s report. However, future events or conditions may cause the Company to cease to
continue as a going concern;

• Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable
user of the financial statements may be influenced. We consider quantitative materiality and
qualitative factors in (i) planning the scope of our audit work and in evaluating the results of
our work; and (ii) evaluating the effect of any identified misstatements in the financial
statements.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit;

We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the
Central Government of India in terms of sub-section (ll) of section 143 of the Act, we give in the
"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

As required by Section 143(3) of the Act, based on our audit, we report that:

• We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.

• In our opinion, proper books of account as required by law have been kept by the Company
so far as it appears from our examination of those books (also refer our comments in para
2(h)(vii);

• The Balance Sheet, the Statement of Profit and Loss and Statement of Cash Flow dealt with
by this Report are in agreement with the relevant books of account.

• In our opinion, the aforesaid financial statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,
2014;

• On the basis of the written representations received from the directors as on March 31, 2025
taken on record by the Board of Directors, none of the directors is disqualified as on March
31, 2025 from being appointed as a director in terms of Section 164 (2) of the Act;

• With respect to the adequacy of the internal financial controls with reference to these
financial statements and the operating effectiveness of such controls, refer to our separate
Report in ''Annexure B'' to this report.

• With respect to the matters to be included in the Auditor''s Report in accordance with the
requirement of Section 197(16) of the Act, as amended:

In our opinion and to the best of our information and explanation given to us, the remuneration
paid by the Company to its directors during the year is in accordance with the provisions of
section 197 of the Act;

• With respect to the other matters to be included in the Auditor''s Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to
the best of our information and according to the explanations given to us:

° The Company has disclosed the pending litigations as on March 31, 2025, which would
impact its financial position in its financial statements - Refer note no-24 to the financial
statements.

o The Company did not have any long-term contracts including derivative contracts, for
which there were any material foreseeable losses.

° There is no amount required to be transferred to the Investor Education and Protection
Fund by the Company.

° There has been no delay in transferring amounts required to be transferred to the
Investor Education and Protection Fund by the Company.

• (a) The Management has represented that, to the best of it''s knowledge and belief, as
disclosed in note no - 35(j)(i) to the financial statement, no funds (which are material either
individually or in the aggregate) have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds) by the Company to
or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall,
whether, directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

• (b) The Management has represented, that, to the best of it''s knowledge and belief, as
disclosed in note no - 35(j)(ii) to the financial statement, no funds (which are material
either individually or in the aggregate) have been received by the Company from any
person(s) or entity(ies), including foreign entities ("Funding Parties"), with the
understanding, whether recorded in writing or otherwise, that the Company shall, whether,
directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

• (c) Based on such audit procedures that we have considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (a) and (b) contain any material mis-statement.

• The company has not declared or paid during the year by the company and subsequent to
the year end.

• Based on our examination, which included test checks, the company has used accounting
software for maintaining its books of account which has the feature of recording audit trail
(edit logs) facility and the same has operated throughout the year for all relevant
transactions recorded in the respective software. Further, during the course of our audit we
did not come across any instances of audit trail feature being tampered with. Additionally,
the audit trail has been preserved by the company as per the statutory requirements for
record retention.

FOR C N K KHANDWALA & ASSOCIATES
CHARTERED ACCOUNTANTS
FRN 107647W

Sd/-

(MUKESH M. KHANDWALA)
PARTNER

RPlace: Ahmedabad M.NO. 032472

Date: 28/05/2025 UDIN: 25032472BMJFMK3154

---

Mar 31, 2024

We have audited the accompanying financial statements of Winny Immigration & Education
Services Limited, which comprises the Balance Sheet as at March 31, 2024, the Statement of
Profit and Loss, Statement of Cash flow for the year then ended and notes to the financial
statements, including a summary of significant accounting policies and other explanatory
information (hereinafter referred to as "financial statements").

In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid financial statements give the information required by the Companies Act, 2013
(the "Act") in the manner so required and give a true and fair view in conformity with the
Accounting Standards prescribed under section 133 of the Act read with the Companies
(Accounting Standards) Rules, 2021, as amended ("AS") and other accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its
Profit and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those
Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company in accordance with the
Code of Ethics issued by the Institute of Chartered Accountants of India (the "ICAI") together
with the ethical requirements that are relevant to our audit of the financial statements under the
provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion on the financial statemerrtsr-r-^

£X

Emphasis of matter

We draw attention to Note 16{iii) relating to treatment of Expenses relating to Initial Public Offer
(IPO) under SME Segment by the company. As of March 31, 2024, the IPO of the company is still
ongoing, and therefore, these expenses are classified as "Prepaid Expenses" within the Note-16
to the financial statement, amounting to Rs. 22.55 Lakhs.

Our opinion is not qualified in respect of the above matters.

Information other than the Financial Statements and Auditor''s Report thereon

The Company''s Board of Directors is responsible for the other information. The other
information comprises the information included in the Directors'' report including its annexures
and shareholder''s information but does not include the financial statements and our auditor''s
report thereon. The Directors'' report including its annexures and other shareholder''s information
is expected to be made available to us after the date of this auditor''s report.

Our opinion on the financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other
information identified above when it becomes available and, in doing so, consider whether the
other information is materially inconsistent with the financial statements or our knowledge
obtained in the course of our audit, or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. When we read the other information,
if conclude that there is a material misstatement therein, we are required to communicate the
matter to those charged with Governance. We have nothing to report in this regard.

Responsibility of Management for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the
Companies Act, 2013 with respect to the preparation of these financial statements that give a
true and fair view of the financial position and financial performance of the Company in
accordance with the accounting ojinciples generally accepted in India, including the accounting

standards specified under section 133 of the Act. This responsibility also includes maintenance
of adequate accounting records in accordance with the provisions of the Act for safeguarding of
the assets of the Company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate implementation and maintenance of accounting
policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to
the preparation and presentation of the financial statement that give a true and fair view and are
free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company''s
ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to
liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the company''s financial reporting
process.

Auditor''s Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with Standards on Auditing (SAs) will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial
statements.

As part of an audit in accordance with Standards on Auditing (SAs), we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control;

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143{3)(i) of the
Companies Act, 2013, we are also responsible for expressing our opinion on whether the
Company has adequate internal financial controls system in place and the operating
effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the management;

• Conclude on the appropriateness of management''s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company''s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor''s report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor''s report. However,
future events or conditions may cause the Company to cease to continue as a going
concern;

• Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user
of the financial statements may be influenced. We consider quantitative materiality and
qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our
work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit;

We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all

relationships and other matters that may reasonably be thought to bear on our independence,

and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the

Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the

"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company
so far as it appears from our examination of those books (also refer our comments in para
2(h)(vii);

c. The Balance Sheet and the Statement of Profit and Loss dealt with by this Report are in
agreement with the relevant books of account;

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,
2014;

e. On the basis of the written representations received from the directors as on March 31,
2024 taken on record by the Board of Directors, none of the directors is disqualified as on
March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act;

f. With respect to the adequacy of the interna! financial controls with reference to these
financial statements and the operating effectiveness of such controls, refer to our separate
Report in ''Annexure B'' to this report;

g. With respect to the matters to be included in the Auditor''s Report in accordance with the
requirement of Section 197(16) of the Act, as amended:

In our opinion and to the best of our information and explanation given to us, the
remuneration paid by the Company to its directors during the year is in accordance with the
provisions of section 197 of the Act;

h. With respect to the other matters to be included in the Auditor''s Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and
to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations, which would impact its financial
position in its financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.

iii. There is no amount required to be transferred to the Investor Education and
Protection Fund by the Company.

iv. There has been no delay in transferring amounts, required to be transferred, to the
Investor Education and Protection Fund by the Company.

v. (a) The Management has represented that, to the best of it''s knowledge and belief,
as disclosed in note no - 31 (b)(i) to the financial statement, no funds have been
advanced or loaned or invested (either from borrowed funds or share premium or any
other sources or kind of funds) by the Company to or in any other person(s) or
entity(ies), including foreign entities ("Intermediaries"), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall, whether,
directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of it''s knowledge and belief,
as disclosed in note no - 31(b)(ii) to the financial statement, no funds have been
received by the Company from any person(s) or entity(ies), including foreign entities
("Funding Parties"), with the understanding, whether recorded in writing or
otherwise, that the Company shall, whether, directly or indirectly, lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the

Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures that we have considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us
to believe that the representations under sub-clause (i) and (ii) contain any material
mis-statement

vi. The company has not declared or paid during the year by the company and
subsequent to the year end.

vii. Based on our examination, which included test checks, the company has used
accounting software for maintaining its books of account which has the feature of
recording audit trail (edit logs) facility and the same has operated throughout the
year for all relevant transactions recorded in the respective software. Further, during
the course of our audit we did not come across any instances of audit trail feature
being tampered with.

FOR C N K KHANDWALA & ASSOCIATES
CHARTERED ACCOUNTANTS
FRN 107647W

(MUKESH M. KHANDWALA)
PARTNER

PLACE: AHMEDABAD M.NO. 032472

DATE: 06/06/2024 UDIN:!^X