Winny Immigration & Education Services Ltd. இன் கணக்கு குறிப்புகள்

Mar 31, 2025

2.11 Provisions And Contingent Liabilities
Provisions

Provisions are recognised when the company has a present obligation (legal or constructive) as
a result of a past event, it is probable that the company will be required to settle the obligation,
and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to
settle the present obligation at the end of the reporting period, taking into account the risks and
uncertainties surrounding the obligation. When a provision is measured using the cash flows
estimated to settle the present obligation, its carrying amount is the present value of those cash
flows (when the effect of the time value of money is material).

Contingent Liabilities

Contingent liabilities are disclosed when there is a possible obligation arising from past events,
the existence of which will be confirmed only by the occurrence or non-occurrence of one or
more uncertain future events not wholly within the control of the company or a present
obligation that arises from past events where it is either not probable that an outflow of
resources will be required to settle the obligation or a reliable estimate of the amount cannot be
made.

Contingent Assets

Contingent assets are not recognized but disclosed when the inflow of economic benefits is
probable. However, when the realization of income is virtually certain, then the related asset is
no longer a contingent asset, but it is recognized as an asset.

2.12 Cash Flow Statement

Cash Flow Statement is prepared in accordance with the Indirect Method prescribed in the
relevant Accounting Standard. For the purpose of presentation in the cash flow statement, cash
and cash equivalents includes cash on hand and other highly liquid investments with maturities
of three months or less that are readily convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value.

2.13 Earning Per Share

Basis of earnings per share are calculated by dividing the net profit or loss for the period
attributable to equity shareholders by the weighted average number of equity shares
outstanding during the period. For the purpose of calculating diluted earnings per share, the net
profit or loss for the period attributable to equity shareholders and the weighted average
number of shares outstanding during the period are adjusted for the effects of all dilutive equity
shares.

2.14 Segment Reporting

Company is operating under a single segment.

2.15 Leases

Operating Leases

Leases where the lessor effectively retains substantially all the risks and benefits of ownership of
the leased item are classified as operating leases. Operating lease payments are recognized as
an expense in the Statement of Profit and Loss on a straight-line basis over the lease term.

(d) Aggregate number of bonus shares issued, shares issued for consideration other than
cash and shares bought back during the period of five years immediately preceding the
reporting date:

The Board of Directors at their meeting held on 1st November, 2023 had recommended bonus
share issue in the ratio of 45:1 i.e. fourty five equity bonus share for one fully paid-up equity
shares. This was subsequently approved by the Shareholders at their meeting held on 2nd
November, 2023. Basis the approval given by its shareholders, the Company had allotted
14,85,000 equity shares of Rs. 10 each as fully paid bonus equity shares to the eligible
shareholders on 3rd November, 2023 by way of capitalization of reserves. Pursuant to this
allotment, the reserve stands reduced by ? 148.50 lakhs.

(e) Equity shares reserved for issue under employee stock options and share appreciation
rights: Nil

*During the year, the Company offerred an Initial Public Offering (ipo) by issuing 6,52,000
equity shares with a face value of INR 10 each, at a premium of INR 130 per share, on 25th June
2024. The Company''s equity shares were listed on the National Stock Exchange (nse) SME
Platform with effect from 27th June 2024. The total amount raised through the fresh issue of
6,52,000 equity shares amounted to INR 65.20 Lakhs.

Company has taken a Car loan (in the name of Director) from Daimler Financial Service India
Private Limited of Rs. 64.00 Lakhs at the interest rate of 7.135% p.a. Loan is repayable in 48 equal
installments of Rs. 1.54 Lakhs including interest starting from July 2022.

Company has taken a Car loan (in the name of Director) from HDFC Bank of Rs. 10.15 Lakhs
which is repayable in 60 equal installments of Rs. 0.20 Lakhs including interest starting from
July 2022.

(i) As explained to us, the company has requested all vendors to provide evidence of MSME
Registration. However, The Company has not received confirmation from any vendor with
evidence except stated in above tabel. Based on the above information, the company has not
shown any amount outstanding to MSME Vendor except stated in the above table. Further, in
view of the Management, the impact of interest, if any, that may be payable in accordance
with the provision of the Act is not expected to be material. The company has not received
any claim for interest from any supplier as at the Balance Sheet date.

In compliance with the Accounting Standards relating to accounting for taxes on Income AS
22 issued by the Institute of Chartered Accountants of India (icai), specified under section 133
of the Act read with rules 7 of the Companies (Accounts) Rules, 2014 the company has
accounted for deferred tax as follows. Deferrred tax liability ( Asset ) comprise of the tax effect
of timing differences are as under.

Deferred Tax Assets on Carried Forward Losses

The Company has recognized Deferred Tax Assets (dta) on carried forward losses as at the reporting date,
based on the management''s assessment and future business projections. The recognition is supported by
reasonable certainty that sufficient taxable profits or breakeven results will be available in the subsequent
financial year to utilize the said losses, in accordance with the applicable provisions of Accounting Standard
22 - Accounting for Taxes on Income.

(i) The Company has given deposits to its associated company My Studia Private Limited at
the interest rate of 9.00 % p.a. which is full received in F.Y.2024-25

(ii) The Company has given Inter Corporate deposits to Swing Infraspace Private Limited at
the interest rate of 9% p.a. However, Based on the current assessment of the recoverability of
this loan, an allowance of Rs. 126.82 Lakh has been made to reflect potential impairment.

(iii) The Board of Directors, at their meeting held on December 26, 2023, approved the
issuance of shares through an Initial Public Offer (ipo) on the SME Segment. This approval was
subsequently approved by the shareholders at their meeting held on January 1, 2024. The
Company has incurred various incremental expenses related to the IPO process. As of March
31, 2024, the IPO is still ongoing, and therefore, these expenses are classified as "Prepaid
Expenses" within the above schedule, amounting to Rs. 22.55 Lakhs. The Company has
received In-principle approval for proposed IPO from National Stock Exchange of India Ltd
(NSE) on May 27th, 2024.

The Company has incurred Share issue expenses of INR 90.25 Lakhs (excluding taxes) in
connection with its Initial Public Offer (ipo) of equity shares. These expenses have been
adjusted against securities premium as permissible under Section 52 of the Companies Act,
2013.

Service tax audit was conducted in July, 2018, for the period April 2013 to June 2017 and based
on that department raised objections on various issues vide show cause notices dated 18th
October, 2018. The company has filed an appeal against the said notices and as per the legal
advice obtatined by the management. The said proceedings has been droped by order dated
30th April 2025.

The estimates of rate of salary increase considered in the actuarial valuation takes into
account inflation, seniority, promotion and all other relevant factors including supply and
demand in the employment market.

The Company operates an unfunded gratuity plan wherein employees are entitled to the
benefit as per scheme of the company for each completed year of service. The same is
payable on retirement or termination whichever is earlier. The benefit vests only after five
years of continuous service.

Notes:

"(i) All related party transactions entered during the year were in ordinary course of the business
and on arms length basis. Outstanding balances at the year end are unsecured and settlement
occurs by payment.

(ii) No amount in respect of related parties have been written off/written back during the year or
has not made any provision for doubtful debts/receivable."

(i) The Board of Directors at their meeting held on 1st November, 2023 had recommended bonus
share issue in the ratio of 45:1 i.e. fourty five equity bonus share for one fully paid-up equity shares.
This was subsequently approved by the Shareholders at their meeting held on 2nd November, 2023.
Basis the approval given by its shareholders, the Company had allotted 14,85,000 equity shares of
Rs. 10 each as fully paid bonus equity shares to the eligible shareholders on 3rd November, 2023 by
way of capitalization of reserves. Pursuant to this allotment, the capital redemption reserve stands
reduced by ^ 148.50 lakhs.

(ii) During the year, the Company offerred an Initial Public Offering (ipo) by issuing 6,52,000 equity
shares with a face value of INR 10 each, at a premium of INR 130 per share, on 25th June 2024. The
Company''s equity shares were listed on the National Stock Exchange (nse) SME Platform with effect
from 27th June 2024. The total amount raised through the fresh issue of 6,52,000 equity shares
amounted to INR 65.20 Lakhs.

30. In the opinion of the Board of Directors the Current Assets, Loans & Advances are approximately
of the value stated, if realised in the ordinary course of business,

31. The management has confirmed that adequate provisions have been made for all the known
and determined liabilities and the same is not in excess of the amounts reasonably required to be
provided for,

32. Figures have been rounded off to the nearest "Lakhs", Figures in brackets indicate negative
values,

33. The Previous Year''s figures have been regrouped and rearranged wherever necessary to make it
comparable,

34. Exceptional and Extra-ordinary items : There are no exceptional and extra-ordinary items which
is required to be disclosed in the attached financial statements,

35. With regards to the new amendments under "Division I" under "Part II - Statement of Profit and
Loss - General Instruction for preparation of Statement of Profit and Loss:-

(a) , The Company do not have any Benami property, where any proceeding has been initiated or
pending against them for holding any Benami property,

(b) , The Company do not have any such transaction which is not recorded in the books of accounts
that has been surrendered or disclosed as income during the year in the tax assessments under the
Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax
Act, 1961).

(c) , The Company has not been declared a wilful defaulter by any bank or financial institution or
other lender (as defined under the Companies Act, 2013) or consortium thereof, in accordance with
the guidelines on wilful defaulters issued by the Reserve Bank of India,

(d) , The Company do not have any charges or satisfaction which is yet to be registered with
Registrar of Companies (roc) beyond the statutory period,

(e) , The Company have not traded or invested in Crypto Currency or Virtual Currency during the
financial year,

(f) . The Company has not received any fund from any person(s) or entity(ies), including foreign
entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the
Company shall :

• (i) 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

• (ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(g) . The Company have not entered into any scheme of arrangement which has an accounting
impact on the current or previous financial year.

(h) . The Compliance with the number of layers prescribed under the Companies Act, 2013 is not
applicable .

(i) . There are no transaction entered with companies struck off under section 248 of the Companies
Act, 2013 or section 560 of the Companies Act, 1956.

(j) . The Company has not advanced or loaned funds to any other person(s) or entity(ies), including
foreign entities (intermediaries) with the understanding that the Intermediary shall:

• (i) directly or indirectly lend in other persons or entities identified in any manner whatsoever by
or on behalf of the group (Ultimate Beneficiaries) or

(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

* Ratio improved on account of repayment of debt.

** Net Capital turnover Ratio is decreased due to Sales has been Increased as compared to last year.
*** Net profit decrease on account of increase in employees cost and decrease in sales.

**** Current ratio increased due to investment of IPO fund in fixed deposit.

37. During the year, the company experienced a significant decline in net revenue, falling from
? 1,080.69 lakhs in FY 2023-24 to ? 818.63 lakhs in FY 2024-25. This was accompanied by a
reported loss of ? 463.13 lakhs and a negative operating cash flow of ? 284.89 lakhs.
Consequently, the company had accumulated negative retained earnings of ? 384.20 lakhs
as of March 31, 2025. These financial challenges due to adverse market conditions, including
reduced revenues resulting from changes in immigration policies and an overall decline in
the immigration market.

Despite these difficulties, the company continues to maintain a positive net worth, primarily
supported by share capital and securities premium. According, the company has closely
monitoring these factors and have prepared detailed assessment of the company''s ability to
continue as a going concern. This assessment includes profit and loss accounts forecasts,
consideration of key assumptions, and management''s plans to mitigate the impact of the
adverse market environment."

AS PER OUR REPORT ATTACHED ON
EVEN DATE

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
WINNY IMMIGRATION & EDUCATION SERVICES LTD

FOR C N K KHANDWALA &

ASSOCIATES Sd/- Sd/-

^{CHARTERED ACCOUNTANTS} JIGNESH PATEL HIRENKUMAR PATEL

^{(fRN: 107647w)} (director) (director)

, DIN : 02164954 DIN : 10295901

Sd/-

MUKESH M. KHANDWALA Sd/- Sd/-

^(partner) ishita shah krunal shah

^{M NO}-^: 032472 (company secretary) (cfo)

PLACE : AHMEDABAD

^{DATE: 28/05/2025} PLACE : AHMEDABAD

DATE: 28/05/2025

---

Mar 31, 2024

2.11 Provisions And Contingent Liabilities
Provisions

Provisions are recognised when the company has a present obligation {legal or constructive) as a result of a past event, it is
probable that the company will be required to settle the obligation, and a reliable estimate can be made of the amount of
the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at
the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a
provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present
value of those cash flows (when the effect of the time value of money is material).

Contingent Liabilities

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will
be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control
of the company or a present obligation that arises from past events where it is either not probable that an outflow of
resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.

Contingent Assets

Contingent assets are not recognized but disclosed when the inflow of economic benefits is probable. However, when the
realization of income is virtually certain, then the related asset is no longer a contingent asset, but it is recognized as an

asset.

2.12 Cash Flow Statement

Cash Flow Statement is prepared in accordance with the Indirect Method prescribed in the relevant Accounting Standard.
For the purpose of presentation in the cash flow statement, cash and cash equivalents includes cash on hand and other
highly liquid investments with maturities of three months or less that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value.

2.13 Earning Per Share

Basis of earning per share are calculated by dividing the net profit or loss for the period attributable to equity shareholder
by the weighted average number of equity share outstanding during the period. For the purpose of calculating diluted
earnings per share, the net profit or loss for the period attributable to equity shareholder and the weighted average number
of shares outstanding during the period are adjusted for the effects of all dilutive equity shares.

2.14 Segment Reporting

Company is operating under a single segment.

2.15 Leases
Operating Leases

Leases where the lesser effectively retains substantially all the risks and benefits of ownership of the leased item are
classified as operating leases. Operating lease payments are recognized as an expense in the Statement of Profit and loss
on straight-line basis over the lease term.

Bonus Issue of Shares:

The Board of Directors at their meeting held on 1st November, 2023 had recommended bonus share issue
in the ratio of 45:1 i.e. fourty five equity bonus share for one fully paid-up equity shares. This was
subsequently approved by the Shareholders at their meeting held on 2nd November, 2023. Basis the
approval given by its shareholders, the Company had allotted 14,85,000 equity shares of Rs. 10 each as
fully paid bonus equity shares to the eligible shareholders on 3rd November, 2023 by way of capitalization
of reserves. Pursuant to this allotment, the capital redemption reserve stands reduced by ? 148.50 lakhs.

Rights, Preferences And Restrictions Attached To Shares:

Each share holder is eligible to one vote per share held, the dividend proposed, if any, by the board of
directors is subject to approval of share holders in the ensuing annualgeneral meeting, except in case of
interim dividend, the repayment of equity share capital in the event of liquidation and buyback of shares
are possible subject to in the event of liquidation. Normally, the equity shareholders are eligible to receive
the prevalent regulations, remaining assets of the company, after distribution of all preferential amounts in
proportion to their shareholding.

Company has taken a Car loan (In the name of Director) from Daimler Financial Service India
Private Limited of Rs. 64.00 Lakhs at the interest rate of 7.135% p.a. Loan is repayable in 48
equal installments of Rs. 1.54 Lakhs including interest starting from July 2022.

Company has taken a Car loan (In the name of Director) from HDFC Bank of Rs. 10.15 Lakhs
which is repayable in 60 equal installments of Rs. 0.20 Lakhs including interest starting from July
2022.

(i) The Company has given deposits to its associated company My btudia Krivate Limited at tne
interest rate of 9.00 % p.a. (8.00 % p.a.for 31st March 2023)

(ii) The Company has given Inter Corporate deposits to Swing Infraspace Private Limited at the
interest rate of 9% p.a.

(iii) The Board of Directors, at their meeting held on December 26, 2023, approved the issuance of
shares through an Initial Public Offer (IPO) on the SME Segment. This approval was
subsequently approved by the shareholders at their meeting held on January 1, 2024. The
Company has incurred various incremental expenses related to the IPO process. As of March
31, 2024, the IPO is still ongoing, and therefore, these expenses are classified as "Prepaid
Expenses" within the above schedule, amounting to Rs. 22.55 Lakhs. The Company has
received In-principle approval for proposed IPO from National Stock Exchange of India Ltd
(NSE) on May 27th, 2024.

The Board of Directors at their meeting held on 1st November, 2023 had recommended bonus share issue
in the ratio of 45:1 i.e. fourty five equity bonus share for one fully paid-up equity shares. This was
subsequently approved by the Shareholders at their meeting held on 2nd November, 2023. Basis the
approval given by its shareholders, the Company had allotted 14,85,000 equity shares of Rs. 10 each as
fully paid bonus equity shares to the eligible shareholders on 3rd November, 2023 by way of capitalization
of reserves. Pursuant to this allotment, the capital redemption reserve stands reduced by ? 148.50 lakhs.

29 All amounts in these financial statements, except per share amounts and unless as stated otherwise, have
been rounded off to two decimal places and have been presented in ''Lakhs¹.

30 The Previous Year''s figures have been regrouped and rearranged wherever necessary to make it
comparable.

* Ratio improved on account of Increase in shareholders fund

** Net Capital turnover Ratio is decreased due to Sales has been Increased as compared to last year.

*** Net profit decrease on account of increase in employees cost and decrease in sales.

**** The reason for change is loan has accepted in the previous year

(b) Utilisation Of Borrowed Funds And Share Premium

i) During the year, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other
source or kind of funds) by the company to or in any other persons or entities, 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.

ii) During the year, no funds have been received by the company from any persons or entities, 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 person 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.

32 With regards to the new amendments under "Division I" under "Part II - Statement of Profit and Loss-
General Instruction for preparation of Statement of Profit and Loss:-

(i) The Company do not have any Benami property, where any proceeding has been initiated or pending
against the company for holding any Benami property.

(ii) The Company has not been declared a wilful defaulter by any bank or financial institution or other lender
(as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on
wilful defaulters issued by the Reserve Bank of India.

(iii) The Company have not any such transactions which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961

(iv) There is no Scheme of Arrangements approved by the Competent Authority in terms of sections 230 to
237of the Companies Act, 2013

(v) The company does not have any charges or satisfaction which is yet to be registered with ROC beyond the
statutory period

(vi) The Company have not traded or invested in Crypto currency or virtual currency during the financial year.

(vii) The Company do not have any transactions with stuck off Companies.

NOTES TO FINANCIAL STATEMENT FROM 1 - 32

FOR C N K KHANDWALA & ASSOCIATES FOR AND ON BEHALF OF THE BOARD

CHARTERED ACCOUNTANTS

JIGNESH PATEL HIRENKUMAR PATEL

L AX jisf AKfliedabadJfj (DIRECTOR) (DIRECTOR)

DIN :2164954 DIN: 10295901

..... .

MUKESH M. KHANDWALA KRUNAL SHAH

(PARTNER) (CFO)

M. NO, 032472 ***»*)

PLACE : AHMEDABAD PLACE : AHMEDABAD

DATE: 06/06/2024 ^DATE: 06/06/2024