Winny Immigratio

Winny Immigration & Education Services Ltd Directors Report

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Jul 23, 2024|03:32:41 PM

Winny Immigration & Education Services Ltd Share Price directors Report

The Following table sets forth details regarding the Board of Directors as of the date of this Draft Prospectus:

Name, Fathers Name, Address, Date of Birth, Age, Designation,	Other Directorships
Status, DIN, Occupation and Nationality
Name: Jignesh Patel	1. Mystudia Private Limited.
Fathers Name: Purshottam Patel
Address: A802, Swati Parkside, Applewood Township, Sanathal,
Sanand, Ahmedabad -380058, Gujarat, India.
Date of Birth: July 16, 1970
Age: 53 Years
Designation: Chairman & Managing Director
Status: Executive & Non-Independent Director
DIN: 02164954
Occupation: Business
Nationality: India
Term: Retired by rotation (Appointed for Five (5) years w.e.f. January
01, 2024 to January 01, 2029)
Original Date of Appointment: June 09,2008
Name: Pathik Savla	-
Fathers Name: Bhogilal Savla
Address: B401, Kalasagar Heights, Opp. Anmol Bunglows, New Ranip,
Ahmedabad - 382470, Gujarat, India.
Date of Birth: July 24, 1985
Age: 38 Years
Designation: Whole Time Director
Status: Executive & Non-Independent Director
DIN: 10295908
Occupation: Professional
Nationality: Indian
Term: Retired by rotation (Appointed for Five (5) years w.e.f. January
01, 2024 to January 01, 2029)
Original Date of Appointment: August 28, 2023
Name: Hiren Patel	-
Fathers Name: Khodidas Patel
Address: A-302, Sandlewood, Sola Gam,Sagar Sangeet Chokdi, B/h.
Gujarat High Court, Ahmedabad-380061, Gujarat, India.
Date of Birth: June 27, 1971
Age :52 Years
Designation: Whole Time Director
Status: Executive & Non-Independent Director
DIN: 10295901
Occupation: Professional
Nationality: Indian
Term: Retired by rotation (Appointed for Five (5) years w.e.f. January
01, 2024 to January 01, 2029)
Original Date of Appointment: August 28, 2023
Name: Bunty Hudda	-
Fathers Name: Mubarakali Hudda
Address: B/29 Zinnat Park, Classic Villa Society, Near Gujarat Freeze,
Juhapura- Sarkhej Road, Ahmedabad – 380055, Gujarat, India
Date of Birth: May 03,1987
Age: 36 Years
Designation: Independent Director
Status: Non- Executive Director
DIN: 07510094

Occupation: Professional
Nationality: India
Term: Appointed for 5 years w.e.f. January 01,2024 to January 01,
2029)
Original Date of Appointment: January 01, 2024
Name: Krisa Shah	-
Fathers Name: Rupal Patel
Address: 5, Dharmishtha Nagar Society, New Sharda Mandir Road,
Paldi, Ahmedabad,380007, Gujarat, India.
Date of Birth: October 17,1992
Age: 31 Years
Designation: Independent Director
Status: Non- Executive Director
DIN: 10377008
Occupation: Service
Nationality: India
Term: (Appointed for w.e.f. April 01,2024 to April 01, 2029)
Original Date of Appointment: January 01, 2024
Name: Raimeen Maradiya Fathers Name: Bhanu Maradiya	1. Siyaram Recycling Industries Limited
Address: Piplavalo Delo Ganjivada, Junagadh-362130, Gujarat, India. Date of Birth: September 02, 1992	2. Assorted Corpcon Private Limited
Age: 31 Years
Designation: Independent Director
Status: Non- Executive Director
DIN: 09680179
Occupation: Professional
Nationality: India
Term: Appointed for 5 years w.e.f. January 01,2024 to January 01, 2029) Original Date of Appointment: January 01, 2024

Confirmations

As on date of this Draft Prospectus

A. None of the Directors are/ were directors of any company whose shares were suspended from trading by

Stock Exchange(s) or under any order or directions issued by the stock exchange(s)/ SEBI/ other regulatory authority in the last five (5) years.

B. None of the Directors are on the RBI List of willful defaulters.

C. None of the Directors are/ were directors of any listed entity whose shares were delisted from any Stock

Exchange(s).

D. Further, none of the directors are/ were directors of any entity which has been debarred from accessing the capital markets under any order or directions issued by the Stock Exchange(s), SEBI or any other Regulatory Authority. E. None of the Directors are fugitive economic offender.

Family Relationship between the Directors

None of the Directors of our Company are related to each other as per section 2(77) of the Companies Act, 2013.

Arrangements with major Shareholders, Customers, Suppliers or Others

There are no arrangements or understanding between major shareholders, customers, suppliers or others pursuant to which any of the Directors were selected as a director or member of a senior management as on the date of this Draft Prospectus.

Service Contracts

Except statutory benefits upon termination of their employment in our Company or retirement, no officer of our Company, including the directors and key Managerial personnel are entitled to any benefits upon termination of employment.

Borrowing Powers of the Board

The Articles, subject to the provisions of Section 180(1)(c) of the Act authorizes the Board to raise, borrow or secure the payment of any sum or sums of money for the purposes of our Company. The shareholders have, pursuant to a special resolution passed at the Extra-ordinary General Meeting held on November 07, 2023, in accordance with Section 180(1)(c) of the Act authorized the Board to borrow monies from time to time, such sums of money even though the money so borrowed together with money already borrowed exceeds the aggregate of the paid-up capital and free reserves of the Company provided, however, that the total borrowing (apart from the temporary loans taken from the companys bankers) shall not exceed 200.00 Crores.

Brief Profiles of Our Directors

Jignesh Patel aged 53 years, is Chairman and Managing Director of the Company. He is a Commerce Graduate from Gujarat University. He has experience of more than two decades in the immigration and other visa sectors. He is responsible for establishing and evolving the strategic direction of the company and its array of services. In this capacity, he fosters a robust leadership and give direction for the effective execution of these strategies to the team. He oversees operation of the company and its branches, playing a pivotal role in devising growth strategies. His responsibilities extend to overseeing the entire finance, where he demonstrates a proven ability to continually assess and ensuring profitability of the company. His comprehensive skill set enables him to navigate dynamic market conditions by ensuring compliance and statutory reporting. He also mentors the Quality Control team for different immigration applications to ensure error-free applications. He has also played a pivotal role in establishing the companys global network.

Pathik Savla aged 38 years, is Whole Time Director of the Company. He has Bachelor Degree of Engineering (B.E. Mechanical) and Post Graduate Diploma in Management from Asia Pacific Institute of Management Studies, New Delhi. He has an overall experience of more than 15 years and contributed immensely to the areas of client acquisition – sales and marketing. He has extensive experience in business development, introducing new service line (product), its marketing and generating revenue. Throughout his tenure at Winny, he has played a pivotal role in streamlining sales processes, refining customer acquisition strategies, overseeing and coaching sales and marketing team and effectively managing the companys brand. For the past 12 years, he has been dedicated to mentoring emerging sales and marketing professionals at different levels, emphasizing the cultivation of an innovative culture within teams, he was the Head of Sales and Marketing Department with our company.

Hiren Patel aged 52 years, is whole Time Director of the Company. He has Post Diploma in Plastics Mould Design from Central Institute of Plastics Engineering and Technology. He has 27 years, with extensive expertise in transforming business into technology and business operation. During his tenure, he has held senior management roles for more than 12 years and middle management positions for over 7 years. His proficiency lies in process automation, using information technology efficiently and business operation management. Demonstrating a keen understanding of business priorities, operational dynamics, and the potential for IT enablement, he excels in team management, coaching, and mentoring. He is adept at effectively defining and delivering new Standard Operating Procedures (SOPs), driving process improvements, and successfully executing projects and achieving desire result. His strategic agility is evident in his ability to adapt strategies in response to market changes, stakeholder feedback, and emerging trends and lastly.

Bunty Hudda, aged 36 years, is Non-Executive and Independent Director of the company. He is an Associate Member of the Institute of Company Secretaries of India and has Bachelor Degree in Commerce (B.Com), Bachelor Degree in Law (LLB) and Master Degree in Management (MBA). He has a work experience as a Professional for more than 11 years in Practice. At present, he is a practicing Company Secretary. His varied areas of practice include in-depth experience in Corporate Laws, LLP Act, Intellectual Property Rights (IPR) and NCLT related matters.

Krisa Shah aged 31 years, is Non-Executive and Independent Director of the company. She is a Fellow Member of the Institute of Company Secretaries of India with a Bachelor Degree in Commerce (B.Com) and Bachelor Degree in Law (LLB). As a Compliance officer, she has more than six years of work experience in the field. Currently, she serves as the Company Secretary and Compliance officer of Dev Information technology

Limited, a company listed on NSE and BSE. Her varied areas of practice include in-depth experience in corporate laws, Secretarial Management guidance & Private Placements, Take over, Bonus issues, Migration, etc.

Raimeen Maradiya aged 31 years, is Non-Executive and Independent Director of the company. He is a Fellow Member of the Institute of Company Secretaries of India and has Bachelor Degree in Commerce (B.Com) and Bachelor Degree in Law (LLB). He has behind him a work experience as a Professional for more than 9 years in Practice. At present, he is a Partner of the renowned firm, M/s Chirag Shah & Associates, having offices at Ahmedabad and Baroda, and a Director of Assorted Corpcon Private Limited, A Corporate Law Consultancy Services provider, he is an Independent Director in Siyaram Recycling Industries Ltd. His varied areas of practice includes in-depth experience in Corporate laws, Secretarial Management guidance & Audit, Due Diligence, Compliance Audit, Corporate Governance Audit, Merger - Acquisition, FEMA and other Economic Laws.

Compensation of Managing Directors and/or Whole-time Directors

Terms and conditions of employment of our Managing Director:

Jignesh Patel has been appointed as Chairman & Managing Director of our Company in the Extra-Ordinary General Meeting of the company held on January 01, 2024 for a period of Five (5) years commencing from January 01, 2024.

The remuneration payable is as follows:

Name	Jignesh Patel
Date of Appointment	January 01, 2024
Period	5 Years w.e.f. January 01, 2024
Salary*	Up to Rs. 1,00,00,000/- per annum
Remuneration paid in FY 2022-23	Rs.12,75,600/-

Terms and conditions of employment of our Whole Time Director:

Pathik Savla has been appointed as Whole Time Director of our Company in the Extra-Ordinary General Meeting of the company held on January 01, 2024 for a period of Five (5) years commencing from January 01, 2024.

The remuneration payable is as follows:

Name	Pathik Savla
Date of Appointment	January 01, 2024
Period	5 Years w.e.f. January 01, 2024
Salary*	Up to Rs. 2,00,00,000/- per annum
Remuneration paid in FY 2022-23**	-

** He was paid salary of Rs. 21,00,600/- as Head of Sales and Marketing Department in the F.Y 2022-23.

Hirenkumar Patel has been appointed as Whole Time Director of our Company in the Extra-Ordinary General Meeting of the company held on January 01, 2024 for a period of Five (5) years commencing from January 01, 2024.

The remuneration payable is as follows:

Name	Hiren Patel
Date of Appointment	January 01, 2024
Period	5 Years w.e.f. January 01, 2024
Salary*	Up to Rs. 1,00,00,000/- per annum
Remuneration paid in FY 2022-23	-

*All other terms and conditions as mentioned in the Resolution may be inspected at the Registered Office between 10:00 a.m. and 05:00 p.m. (IST) on all Working Days from the date of this Draft Prospectus until the Issue Closing Date.

Payment or benefit to Independent Directors of our Company

We have not paid any sitting fees to our Independent Directors till the date of this Draft Prospectus.

Shareholding of Directors in our Company

The details of the shareholding of our directors as on the date of this Draft Prospectus are as follows:

Sr. No.	Name of the Directors	No. of Equity Shares	Percentage of Pre-Issue Capital (%)
1.	Jignesh Patel	1265000	83.33
2.	Pathik Savla	4600	0.30
3.	Hirenkumar Patel	4600	0.30
	Total	1274200	83.93

Interests of our Directors

Our all-Independent Directors may be deemed to be interested to the extent of sitting fees payable to them for attending meetings of the Board or a committee thereof and as well as to the extent of reimbursement of expenses payable to them under the Articles.

Our Executive Directors are interested to the extent of remuneration payable to them pursuant to the Articles of Company and resolution approved by the Board of Directors/Members of the Company as the case may be, time to time for the services rendered as an Officer or employee of the Company.

The Directors are also members of the Company and are deemed to be interested in the Equity Shares, if any, held by them and/or any Equity Shares that may be held by their relatives, the companies, firms and trusts, in which they are interested as directors, members, partners, trustees, beneficiaries and promoters and in any dividend distribution which may be made by our Company in the future. For the shareholding of the Directors, please refer "Our Management - Shareholding of Directors in our Company" beginning on page 92 of this Draft Prospectus.

Other than our promoter directors, none of the other Directors have any interest in the promotion of our Company other than in the ordinary course of business

Except as stated in the chapter "Business Overview" on page 70 of this Draft Prospectus and in the chapter "Restated Financial Statement" on page 106 none of our directors have any interest in the property proposed to be acquired by our Company

Except as disclosed in the section titled in "Restated Financial Statements" on page 106, our Directors do not have any other interest in our Company or in any transaction by our Company including, for acquisition of land, construction of buildings or supply of machinery.

For details with respect to loan to directors, please refer to chapter titled "Restated Financial Statement" on page 106 of this Draft Prospectus.

Payment of benefits (non-salary related)

Except as disclosed above, no amount or benefit has been paid or given within the two (2) years preceding the date of filing of this Draft Prospectus or is intended to be paid or given to any of our directors except the remuneration for services rendered.

Bonus or profit-sharing plan for the Directors

None of the Directors are party to any bonus or profit-sharing plan of our Company.

Changes in our Companys Board of Directors during the last three (3) years

Following are the changes in the Board of Directors during the last three (3) years

Name of Directors	Date of Appointment	Date of Change in Designation/ Cessation	Reasons for changes in the Board
Pranay Shah	January 01,2021	-	Appointed as Director and Managing Director
Bhupendra Rathod	-	January 01,2021	Resigned as Director and Whole Time Director
Pranay Shah	-	August 29,2023	Resigned as Director and Managing Director
Pathik Bhogilal Savla	August 28,2023	-	Appointed as Executive Director
Hirenkumar Patel	August 28,2023	-	Appointed as Executive Director
Jignesh Patel	-	January 01,2024	Change in Designation from executive director and Appointed as
			Chairman and Managing Director
Pathik Savla	-	January 01,2024	Change in Designation from Executive to Whole Time Director
Hirenkumar Patel	-	January 01,2024	Change in Designation from Executive to Whole Time Director
Bunty Hudda	January 01,2024	-	Appointed as Independent and Non- Executive Director
Raimeen Maradiya	January 01,2024	-	Appointed as Independent and Non- Executive Director
Krisa Kairav Shah	January 01,2024	-	Appointed as Independent and Non- Executive Director

Corporate Governance

In additions to the applicable provisions of the Companies Act, 2013, with respect to the Corporate Governance, provisions of the SEBI Listing Regulations except Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and Para C, D, and E of Schedule will be applicable to our company immediately upon the listing of Equity Shares on the Stock Exchanges.

Constitutions of Committees

Our Company has constituted the following committees:

1. Audit Committee

Our Company has formed the Audit Committee vide resolution passed in the meeting of Board of Directors held on January 12, 2024 as per the applicable provisions of the Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). The Audit Committee comprises following members.

Name of the Director	Nature of Directorship	Position in Committee
Bunty Hudda	Independent Director	Chairman
Krisa Shah	Independent Director	Member
Jignesh Patel	Managing Director	Member

The Company Secretary of our Company shall act as a Secretary of the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to furnish clarifications to the shareholders in any matter relating to financial statements. The scope and function of the Audit Committee and its terms of reference shall include the following:

Terms of reference:

Role of Audit Committee

The scope of audit committee shall include, but shall not be restricted to, the following:

1. Oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to: 5. matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013; 6. changes, if any, in accounting policies and practices and reasons for the same;

7. major accounting entries involving estimates based on the exercise of judgment by management; 8. significant adjustments made in the financial statements arising out of audit findings;

9. compliance with listing and other legal requirements relating to financial statements; 10. disclosure of any related party transactions;

11. modified opinion(s) in the draft audit report;

12. Reviewing, with the management, the quarterly financial statements before submission to the board for approval; 13. Reviewing, with the management, the statement of uses / application of funds raised through an issue

(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter; 14. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process; 15. Approval or any subsequent modification of transactions of the listed entity with related parties; 16. Scrutiny of inter-corporate loans and investments;

17. Valuation of undertakings or assets of the listed entity, wherever it is necessary; 18. Evaluation of internal financial controls and risk management systems;

19. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; 20. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 21. Discussion with internal auditors of any significant findings and follow up there on;

22. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; 23. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 24. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 25. To review the functioning of the whistle blower mechanism;

26. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate; 27. Carrying out any other function as is mentioned in the terms of reference of the audit committee. 28. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision. 29. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

2. Stakeholders Relationship Committee

Our Company has formed the Stakeholders Relationship Committee as per Section 178 of the Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide board resolution dated January 12, 2024. The constituted Stakeholders Relationship Committee comprises the following members:

Name of the Director	Nature of Directorship	Position in Committee
Bunty Hudda	Independent Director	Chairman
Jignesh Patel	Managing Director	Member
Hiren Patel	Whole-Time Director	Member

The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee.

The scope and function of the Stakeholders Relationship Committee and its terms of reference shall include the following:

Terms of Reference

• formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

• For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: O use the services of an external agencies, if required;

O consider candidates from a wide range of backgrounds, having due regard to diversity; and O consider the time commitments of the candidates.

• formulation of criteria for evaluation of performance of independent directors and the board of directors;

• devising a policy on diversity of board of directors;

• identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal. • whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors. • recommend to the board, all remuneration, in whatever form, payable to senior management.

3. Nomination and Remuneration Committee

Our Company has formed the Nomination and Remuneration Committee as per Section 178 of the Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide board resolution dated January 12, 2024. The Nomination and Remuneration Committee comprises the following members:

Name of the Director	Nature of Directorship	Position in Committee
Krisa Shah	Independent Director	Chairman
Bunty Hudda	Independent Director	Member
Raimeen Maradiya	Independent Director	Member

The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration Committee. The scope and function of the Committee and its terms of reference shall include the following:

The terms of reference:

• Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

• Review of measures taken for effective exercise of voting rights by shareholders.

• Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

Our Key Managerial Personnel

Our Company is managed by our Board of Directors, assisted by qualified experienced professionals, who are permanent employees of our Company. Following are the Key Managerial Personnel of our Company

Profiles of our Key Managerial Personnel

For the profile of Jignesh Patel, Managing Director, Pathik Savla, Whole time Director and Hiren Patel, Whole Time Director, Please refer chapter titled "Our Management - Brief profiles of our Directors" on page 92 of this Draft Prospectus.

The Key Managerial Personnel of our Company other than our directors are as follows: -

Name, Designation and Date of Joining	Qualification	Previous Employment	Overall Experience*	Remuneration paid In previous year (2022-23) ( in Lakhs)
Ishita Shah Company Secretary and Compliance Officer D.O.J- December 01, 2023	Company Secretary, B.Com., LL. B.	Siko Industries Limited	7 years of experience in the area of Secretarial and Corporate Governance, Company Law matters and LODR	-
Krunal Shah Chief Financial Officer D.O.J- August 01, 2023	Chartered Accountant, M.Com	Chetan J Shah & Co. (Chartered Accountant)	6 years of experience in Financial Accounting, Finance, Assurance and other related activities.		-

Relationship amongst the Key Managerial Personnel of our Company

None of our directors and Key Managerial Personnel of our Company are related to each other.

Arrangement and Understanding with Major Shareholders/Customers/ Suppliers

None of the above Key Managerial Personnel have entered into to any arrangement/ understanding with major shareholders/customers/suppliers as on the date of this Draft Prospectus

Bonus or profit-sharing plan of the Key Managerial Personnel

Our Company does not have a profit sharing plans for the Key Management Personnel.

Shareholding of Key Management Personnel in our Company

None of our Key Managerial Personnel except Jignesh Patel, Pathik Savla and Hiren Patel hold Equity Shares in our Company as on the date of filing of this Draft Prospectus. For further details, please refer to section titled "Capital Structure" beginning on page 44 of this Draft Prospectus

Changes in Our Companys Key Managerial Personnel during the last three (3) years

Name of KMP	Designation	Date of Event	Reason
Krunal Shah	Chief Financial Officer	August 01, 2023	Appointed as Chief Financial Officer
Nikita Christian	Company Secretary and Compliance Officer	August 01, 2023	Appointed as Company Secretary and Compliance Officer
Nikita Christian	Company Secretary and Compliance Officer	October 31, 2023	Resigned as Company Secretary and Compliance Officer
Ishita Shah	Company Secretary and Compliance Officer	December 01, 2023	Appointed as Company Secretary and Compliance Officer

For details with respect to the Changes in directors who are KMP, please refer to section titled "Changes in our Companys Board of Directors during the last three (3) years" on page 92 of this Draft Prospectus.

Interest of Key Managerial Personnel

Except as disclosed in this Draft Prospectus, the Key Managerial Personnel of our Company do not have any interest in our Company other than to the extent of their shareholding, remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business.

Employee Stock Option or Employee Stock Purchase

Our Company has not granted any options or allotted any Equity Shares under the ESOP Scheme as on the date of this Draft Prospectus.

Payment of Benefits to of Our KMPs (non-salary related)

Except as disclosed in this Draft Prospectus other than any statutory payments made by our Company to its KMPs, our Company has not paid any sum, any non-salary related amount or benefit to any of its officers or to its employees.

For further details, please refer section titled ‘Restated Financial Statements beginning on page 106 of this Draft Prospectus.

OUR PROMOTERS AND PROMOTER GROUP

The Promoter of our Company is:

Jignesh Patel, aged 53 years, is Promoter and Chairman & Manging Director of our company. Date of Birth – July 16, 1970 Personal Address - A-802 Swati Parkside, Applewood Township, Sanathal, Sanand, Ahmedabad – 380058, Gujarat, India

Permanent Account Number: AFBPP0301D

For further details of his educational qualifications, experience, positions / posts held in the past, directorships held and special achievements please refer chapter titled "Our Management" beginning on page no. 92 of this Draft Prospectus.

For details of the build-up of our Promoter shareholding in our Company, please see "Capital Structure – Shareholding of our Promoters" beginning on page no 44 of this Draft Prospectus.

Confirmations

We confirm that the details of the permanent account numbers, bank account numbers, passport numbers, Aadhar card and Driving License of our Promoter will be submitted to the Stock Exchange at the time of filing the Draft Prospectus with the Stock Exchange.

Further, our Promoter has confirmed that they have not been declared as willful defaulters or Fraudulent Borrower by the RBI or any other governmental authority and there are no violations of securities laws committed by them in the past or are currently pending against them.

Additionally, none of the Promoter have been restrained from accessing the capital markets for any reasons by the SEBI or any other authorities.

Other ventures of Promoter

Other than as disclosed in this section, our Promoter is not involved in any other ventures.

Change in the management and control of the Issuer

Our Promoter is the original Promoters of our Company and there has been no change in the control of our Company from the inception of the company.

Relationship of Promoter with our directors

None of the Directors of the Company is related to each other as per section 2(77) of the Companies Act, 2013.

Interest of Promoter

Our Promoter is interested in our Company to the extent of the promotion of our Company and to the extent of their shareholdings, Managing Director in our Company and the shareholding of their relatives in our Company and the dividend declared and due, if any, and employment related benefits, if any paid by our Company. For further details, please refer chapters titled "Capital Structure" and "Our Management" beginning on pages 44 and 92 respectively of this Draft Prospectus. For further details, please refer chapters titled "Capital Structure - Shareholding of our Promoter and Promoter Group" beginning on page 44 and "Restated Financial Statements" on page 106, respectively of this Draft Prospectus.

Our Promoter is not interested as a member in any firm or company which has any interest in our Company. Further, no sum has been paid or agreed to be paid to our Promoters or to any firm or company in which our Promoters are interested as a member or proprietor or partner, in cash or shares or otherwise by any person either to induce our Promoter to become, or qualify him as a director, or otherwise for services rendered by our Promoters or by such firm or company in connection with the promotion or formation of our Company.

Interest in the properties of our Company

Our Promoter and members of Promoter Group do not have any interest in any property acquired by or proposed to be acquired by our Company during a period of three years prior to filing of the Draft Prospectus.

Interest as members of our Company

Our Promoter is interested to the extent of their shareholding, the dividend declared in relation to such shareholding, if any, by our Company. For further details in this regard, please refer chapter titled "Capital Structure" beginning on page 44 of this Draft Prospectus.

No sum has been paid or agreed to be paid to our Promoter and our Promoter are not interested as members of any firm or any company and hence no sum has been paid or agreed to be paid to such firm or company in cash or shares or otherwise by any person for services rendered by our Promoter or by such firm or company in connection with the promotion or formation of our Company.

Other Interest

Our Promoter are not interested in any transaction for acquisition of land or property, construction of building and supply of machinery, or any other contract, agreement or arrangement entered into by the Company and no payments have been made or are proposed to be made in respect of these contracts, agreements or arrangements.

Payment of benefits to our Promoter

Except as stated in the Annexure – 29 "Related Party Transactions" on page 129 there has been no payment of benefits to our Promoter during the two years preceding the filing of this Draft Prospectus.

Guarantees

Except as stated in the section titled "Restated Financial Statements" beginning on page 106 of this Draft Prospectus, respectively, there are no material guarantees given by the Promoter to third parties with respect to specified securities of the Company as on the date of this Draft Prospectus.

Details of Companies / Firms from which our Promoter have disassociated

Our Promoter have not been disassociated themselves from any firms or companies in the last three (3) years preceding this Draft Prospectus except M/s. Falcon Consulting (Partnership Firm)

Our Promoter Group

Our Promoter Group in terms of Regulation and 2(1)(pp) of the SEBI ICDR Regulations, 2018. In addition to our Promoter named above, the following individuals and entities form a part of the Promoter Group:

A. Individual persons who are part of our Promoter Group

Promoter: Jignesh Patel

Promoter	Jignesh Patel
Father	Lt. Purshottam Patel
Mother	Lt. Kantaben Patel
Spouse	Binal Patel
Brother	Lt. Yogesh Patel
Sister	Jyoti Desai
	Lt. Saroj Chauhan
Son	Ravish Patel
	Arjav Patel
Daughter	-
Spouses Father	Jayendra Shah
Spouses Mother	Meena Shah
Spouses Brother	Pranay Shah
Spouses Sister	-

Companies, Proprietary concerns, HUFs related to our promoters

Nature of Relationship	Entity
Anybody corporate in which twenty per cent. or more of the equity	-
share capital is held by the promoters or an immediate relative of the
promoters or a firm or Hindu Undivided Family in which the promoters
or any one or more of their relative is a member
Anybody corporate in which a body corporate as provided in above	-
holds twenty per cent. or more, of the equity share capital; and
Any Hindu Undivided Family or firm in which the aggregate share of	-
the promoters and their relatives is equal to or more than twenty per
cent. of the total capital

a) For further details on our Promoter Group refer Chapter Titled "Financial Information of our Group Companies" beginning on page 152 of Draft Prospectus.

Winny Immigration & Education Services Ltd Directors Report

Winny Immigration & Education Services Ltd Share Price directors Report

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