Basis of Allotment

THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY AND IS NOT A PROSPECTUS ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY OUTSIDE INDIA.
Initial Public Offer of equity shares on the SME Platform of BSE Limited ("BSE LIMITED" or "BSE") in compliance with Chapter IX of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBI ICDR Regulations").
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WESTERN OVERSEAS STUDY ABROAD LIMITED
(Formerly known as Western Overseas Study Abroad Private Limited)
CIN: U80903HR2013PLC050433

Our Company was originally incorporated at Haryana as "Western Overseas Study Abroad Private Limited" on 18th September, 2013 under the provisions of the Companies Act, 1956 vide Certificate of Incorporation issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana. Consequent upon the conversion of our Company to public limited company, the name of our Company was changed to "Western Overseas Study Abroad Limited" vide fresh certificate of incorporation dated 24th September, 2024 issued by the Registrar of Companies, Central Processing Centre. The Corporate Identification Number of our Company is U80903HR2013PLC050433. For further details please refer to chapter titled "History and Corporate Structure" beginning on page 158 of the Prospectus.

Registered Office: Ground Floor- First Floor, S.C.F No- 27-28, Vikas Vihar, Ambala City, Ambala, Haryana, Pin Code 134003; Tel No: + 91 171-3500064; Email: info@western-overseas.com Website: www.western-overseas.com; Contact Person: Ms. Shruti Gupta, Company Secretary & Compliance Officer;
PROMOTERS OF OUR COMPANY: MR. PARDEEP BALYAN AND MS. REKHA RANI

"THE ISSUE IS BEING MADE IN ACCORDANCE WITH CHAPTER IX OF THE SEBI ICDR REGULATIONS (IPO OF SMALL AND MEDIUM ENTERPRISES) AND THE EQUITY SHARES ARE PROPOSED TO BE LISTED ON SME PLATFORM OF BOMBAY STOCK EXCHANGE OF INDIA LIMITED (BSE / BSE LIMITED)"

Our Company has filed the Prospectus dated November 25, 2025, (the "Prospectus") with the Registrar of Companies, Delhi (ROC), and the equity shares (as defined hereinafter) are proposed to be listed on the SME platform of Bombay Stock Exchange of India Limited ("BSE") and the listing and trading of the Equity Shares (a defined hereinafter) expected to commence on December 11, 2025.

BRIEF DESCRIPTION OF THE BUSINESS OF THE ISSUER

Incorporated in 2013, our Company, "Western Overseas Study Abroad Limited" is engaged in providing educational and immigration advisory services, offering visa advice and training, language training (IELTS, TOEFL, PTE, CELPIR, DUOLINGO etc.) and Foreign languages like French, German, Spanish, consulting services, and technical, professional, and vocational education, as well as conducting seminars and workshops on Domestic and International educational topics, all aimed at supporting individuals seeking education or career opportunities abroad. Our Company provides a one-stop solution to the students and customers predominantly from various parts of Punjab, Chandigarh and Haryana, Delhi and Madhya Pradesh. The Company's vision is to empower the aspiring students of India and fulfil the dreams of the citizens to position themselves successfully in the global landscape.

Our Company was originally incorporated at Haryana as "Western Overseas Study Abroad Private Limited" on 18th September, 2013 under the provisions of the Companies Act, 1956 vide Certificate of Incorporation issued by the Registrar of Companies, Central Registration Centre. Consequent upon the conversion of our Company to public limited company, the name of our Company was changed to "Western Overseas Study Abroad Limited" vide fresh certificate of incorporation dated 24th September, 2024 issued by Central Processing Haryana, 122050, India.

Our Company is promoted by Mr. Pardeep Balyan and Mrs. Rekha Rani. Our promoters are the guiding force behind the strategic decisions of our Company and under their guidance we have been able to successfully execute our business strategies over the years. It is the vision of our Promoters to be a globally recognized and respected innovative structure enveloping solution providers.

As the world becomes increasingly interconnected, the demand for skilled professionals, students, and travelers to cross borders has surged and we have seized this opportunity to expand our business by providing guidance in the complex process of obtaining visas for different purposes in the current era. We have successfully assisted various clients in navigating the complex immigration and visa processes. Our expertise and dedication have enabled us to become a trusted partner for individuals and organizations seeking reliable visa services.

BASIS OF ALLOTMENT

INITIAL PUBLIC ISSUE OF 17,98,000 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH (THE "EQUITY SHARES") OF WESTERN OVERSEAS STUDY ABROAD LIMITED ("OUR COMPANY" OR "THE ISSUER") AT AN ISSUE PRICE OF RS. 56 PER EQUITY SHARE FOR CASH, AGGREGATING RS. 1,006.88 LAKHS ("PUBLIC ISSUE") OUT OF WHICH 90,000 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH, AT AN ISSUE PRICE OF RS. 56 PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF RS. 46.00/- PER EQUITY SHARE AGGREGATING RS. 50.40 LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY THE MARKET MAKER TO THE ISSUE (THE "MARKET MAKER RESERVATION PORTION"). THE PUBLIC ISSUE LESS MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 17,08,000 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH, AT AN ISSUE PRICE OF RS. 56 PER EQUITY SHARE FOR CASH, AGGREGATING RS. 956.48 LAKHS IS HEREIN AFTER REFERRED TO AS THE "NET ISSUE". THE ISSUE AND NET ISSUE WILL CONSTITUTE 29.91% AND 28.41% RESPECTIVELY OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

THE FACE VALUE OF THE EQUITY SHARE IS RS. 10 EACH AND ISSUE PRICE IS RS. 56 EACH.
THE ISSUE PRICE IS 5.60 TIMES OF THE FACE VALUE OF THE EQUITY SHARE.
BID/ISSUE PERIOD ISSUE OPENED ON: THURSDAY, 04TH DECEMBER, 2025
ISSUE CLOSED ON: MONDAY, 08TH DECEMBER, 2025
RISKS TO INVESTORS

1. Risk to Investors: Summary description of key risk factors based on materiality:

a. There are outstanding litigation proceedings involving our Company, our Promoters, KMP/SMP an adverse outcome in which, may have an adverse impact on our reputation, business, financial condition, results of operations and cash flows.

b. Our Company is dependent on various institutions for our revenue. Any loss of such institutions may have an adverse impact on our business, results of operations and financial conditions.

c. We have experienced negative cash flows and any negative cash flows in the future could adversely affect our financial conditions and results of operations.

d. Conflicts of interest may arise out of common pursuits between our Company and entities forming part of promoter group.

e. We generate our major portion of revenue from our operations in from Global institutions. Any adverse developments affecting our operations in these regions could have an adverse impact on our revenue and results of operations.

f. We generate our major portion of sales from our operations from a particular geographical region, Canada, Australia, UK and Germany. Any adverse developments affecting our operations in this country could have an adverse impact on our revenue and results of operations.

g. Our Registered Office is not owned by us. In the event we lose such rights, our Business, Financial Condition and Results of Operations and Cash Flows could be adversely affected.

h. All our Branch Offices are not owned by us. In the event we lose such rights, our Business, Financial Condition and Results of Operations and Cash Flows could be adversely affected.

I. The brand name has been registered under the name of our Promoter and Managing Director i.e. Mr. Pardeep Balyan and he has given his NOC for use of such trademark to our Company. Any discontinuance of such authorisation may impact our brand image and overall Business of our Company.

J. The restated financial statements have been provided by peer reviewed chartered accountants who is not statutory auditor of our Company.

2. Details of suitable ratios of the company and its peer group for the latest full financial year:

Name of the company Current Market Price (Rs.) Face value (Rs.) EPS (Basic & Diluted) PE NAV Per Share (Rs.) Total Income In Lakhs)
Western Overseas Study Abroad Limited (Based upon Restated Financials for FY 2024-25) 56.00 10.00 5.25 10.67 15.49 2,272.52
Western Overseas Study Abroad Limited (Based upon Restated financials for period ended 30th June, 2025) 56.00 10.00 1.29 43.11** 16.78 494.02
Peer Group
Winny Immigration & Education Services Limited (Based upon Audited financials for FY 2024-25) 71.00 10.00 (22.97) (3.09) 27.20 818.63
Landmark Global Learning Ltd (Based upon Audited financials for FY 2024-25) 52.50 10.00 6.37 8.24 40.75 3,757.83

* Issue Price is considered as CMP

**Not annualised.

Source: All the financial information for listed industry peers mentioned above is on a standalone basis sourced from the Annual Reports of the peer company uploaded on the NSE/BSE website for the financial year ended 31st March 2025. Information of our company is based on restated financial information.

3. Weighted Average Return on Net worth (RoNW) for the Financial Year ended March 31, 2025, March 31, 2024, and March 31, 2023 as per Restated Financial Statements is as follows (RoNW):

Sr. No. Period RONW (%) Weights
1. Period ended 30th June, 2025 7.67%* -
2. For the Financial Year ended March 31, 2025 33.86% 3
3. Financial Year ending March 31, 2024 26.60% 2
4. Financial Year ending March 31, 2023 13.68% 1
Weighted Average 28.08%

*Figures for the period is not annualized

Notes:

1. The RONW has been computed by dividing net profit after tax (as restated), by Net worth (as restated) as at the end of the year.

Weighted Average = Aggregate of year-wise weighted RoNW divided by the aggregate of weights i.e. sum of (RoNW x Weight) for each year/ Total of weights

4. Disclosures as per clause (9)(K)(4) of Part A to Schedule VI:

a) The price per share of our Company based on the primary/new issue of shares (Equity Shares)

The details of issuance of Equity Shares or convertible securities, excluding shares issued under ESOP/ESOS and issuance of bonus shares, during the 18 months preceding the date of the Prospectus, where such issuance is equal to or more than 5% of the fully diluted paid-up share capital of the Company (calculated based on the pre-issue capital before such transaction(s)), in a single transaction or multiple transactions combined together over a span of 30 days is as follows:

Date of allotment No. of Equity Shares allotted Face value per Equity Share (in Rs.) Issue Price per Equity Share (in Rs.) Nature of Allotment Total Consideration (in Rs. lakhs)
Nil Nil Nil Nil Nil Nil
Weighted average cost of acquisition (WACA) Nil

b) The price per share of our Company based on the secondary sale/ acquisition of shares (Equity Shares)

There have been no secondary sale / acquisitions of Equity Shares, where the promoters, members of the promoter group or shareholder(s) having the right to nominate director(s) in the board of directors of the Company are a party to the transaction (excluding gifts), during the 18 months preceding the date of this certificate, where either acquisition or sale is equal to or more than 5% of the fully diluted paid up share capital of the Company (calculated based on the pre-issue capital before such transaction/s and excluding employee stock options granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days.

c) Since there are transactions to report to under (a) therefore, information based on last 5 primary or secondary transactions (secondary transactions where Promoters/ Promoter Group entities or shareholder(s) having the right to nominate director(s) in the Board of our Company, are a party to the transaction), not older than 3 years prior to irrespective of the size of transactions, is not applicable.

d) Weighted average cost of acquisition, Issue Price

Types of transactions Weighted average cost of acquisition (Rs. per Equity Shares) Issue price (i.e. Rs. 56)
Weighted average cost of acquisition of primary / new issue as per paragraph 11 (a) above. NA NA
Weighted average cost of acquisition of secondary sale/ acquisition as per paragraph 11 (b) above. NA NA
Weighted average cost of acquisition of primary / new issue as per paragraph 11 (c) above. Nil NA
Weighted average cost of acquisition of secondary sale/ acquisition as per paragraph 11 (c) above. Nil NA
PROPOSED LISTING

The Equity Shares offered through the Prospectus are proposed to be listed on SME Platform of BSE ("BSE SME") in terms of Chapter IX of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "SEBI (ICDR) regulations"), as amended read with rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. Our company has received In Principle approval letter dated June 19, 2025, from Bombay Stock Exchange of India Limited ("BSE") for using its name in the Offer Document for listing of our shares on SME Platform of BSE. It is to be distinctively understood that the permission given by Bombay Stock Exchange of India Limited ("BSE") should not in any way be deemed or construed that the content of the Prospectus or the price at which equity shares are offered has been cleared, solicited or approved by BSE, nor does it certify the correctness, accuracy or completeness of any of the content of the Prospectus. The investors are advised to refer to the prospectus for the full text of the Disclaimer clause pertaining to BSE. For the purpose of this Issue, the Designated Stock Exchange will be Bombay Stock Exchange of India Limited ("BSE"). The trading is proposed to commence on December 11, 2025.

The Issue is being made in terms of Section IX of the SEBI ICDR Regulations, as amended from time to time. The Issue is being made through the Fixed Price method and hence, as per Regulation 253, sub regulation (3) of SEBI ICDR Regulations, as amended from time to time. The allocation in the net Issue to public category shall be made as follow:

a. Minimum fifty percent to individual investors who applies for minimum application size; and

b. Remaining to:

i. individual applicants who applies for more than minimum application size; and

ii. other investors including corporate bodies or institutions; irrespective of the number of specified securities applied for.

Provided that the unsubscribed portion is either of the categories specified in clauses (a) or (b) may be allocated to applicants in the other category.

Explanation - For the purpose of sub-regulation (3) of Regulation 253, if the individual investor, who applies for minimum application size, is entitled to more than fifty per cent of the Issue size on a proportionate basis, the individual investors, who applies for minimum application size, shall be allocated that higher percentage.

For further details, kindly refer the chapter titled "Terms of the Issue" on page 230 of the Prospectus.

All investors have participated in this issue through Application Supported by Blocked Amount ("ASBA") process including through Unified Payment Interface ("UPI") mode (as applicable) by providing the details of the respective bank accounts / UPI ID as applicable in which the corresponding application amounts were blocked by Self Certified Syndicate Banks (the "SCSBs")/ Sponsor Bank as the case may be.

SUBSCRIPTION DETAILS

The Issue received 551 Applications for 25,08,000 Equity Shares (after considering invalid bids but before technical rejections) resulting 1.39 times subscription (including reserved portion of market maker). The details of the Applications received in the Issue from various categories are as under (before rejections):

Detail of the Applications Received:

Sr. No. Category Gross Less: Rejections Valid Shares Allotted Subscription
(including Withdrawals)
No of Application No of Shares No of Application No of Shares No of Application No of Shares (A) No of Shares (B) No. of Times (A/B)
1 Reserved for Market Makers 1 90,000 0 0 1 90,000 90,000 1.00
2 Individual Investors 520 20,80,000 10 40,000 510 20,40,000 14,72,000 1.39
3 Non-Institutional Investors 30 3,38,000 1 8,000 29 3,30,000 2,36,000 1.40
Total 551 25,08,000 11 48,000 540 24,60,000 17,98,000

The Basis of Allotment was finalized in consultation with the Designation Stock Exchange - BSE on December 09, 2025.

1) Allotment to Market Maker: The Basis of Allotment to Market Maker who have bid at Issue Price of Rs. 56/- per Equity Share, was finalized in consultation with BSE. The category was subscribed by 1.00 times i.e. for 90,000 Equity shares, the total number of shares allotted in this category is 90,000 Equity Shares. The category wise details of the Basis of Allotment are as under:

Sr. No. No. of Shares Applied for (Category wise) No. of Applications received % to total Total No. of Equity Shares applied in this Category % to total Proportionate Shares available Allocation per Applicant Ratio of allotees to applicants No. of successful applicants (after rounding off) % of total Total No. of shares allocated/ allotted % of total Surplus/ Deficit
Before Rounding off After Rounding off
1 90,000 1 100.00 90,000 100.00 90,000 90,000 90,000 1 1 1 100.00 90,000 100.00 0
Total 1 100.00 90,000 100.00 90,000 1 100.00 90,000 100.00 0

2) Allotments Individual Investors (After Rejections):

The Basis of Allotment to the Individual Investors, who have Bid at cut-off Price or at or the Issue Price of Rs. 56 per Equity Share, was finalized in consultation with BSE. The category has been subscribed to the extent of 1.39 times. The total number of Equity Shares Allotted in this category is 14,72,000 Equity Shares to 368 successful applicants. The details of the Basis of Allotment of the said category are as under:

Sr. No. No. of Shares Applied for (Category wise) No. of Applications received % to total Total No. of Equity Shares applied in this Category % to total Proportionate Shares available Allocation per Applicant Ratio of allotees to applicants No. of successful applicants (after rounding off) % of total Total No. of shares allocated/ allotted % of total Surplus/ Deficit
Before Rounding off After Rounding off
1 4,000 510 100.00 20,40,000 100.00 14,72,000 2,886 4,000 184 255 368 100.00 14,72,000 100.00 0
Total 510 100.00 20,40,000 100.00 14,72,000 368 100.00 14,72,000 100.00 0

3) Allotment to Non-Institutional Investors (After Rejections):

The Basis of Allotment to the Non-Institutional Investors, who have bid at the Issue Price of Rs. 56 per Equity Share was finalized in consultation with BSE. The category has been subscribed to the extent of 1.40 times (after rejection). The total number of Equity Shares Allotted in this category is 2,36,000 Equity Shares to 29 successful applicants. The details of the Basis of Allotment of the said category (on sample basis) are as under:

Sr. No. No. of Shares Applied for (Category wise) No. of Applications received % to total Total No. of Equity Shares applied in this Category % to total Proportionate Shares available Allocation per Applicant Ratio of allotees to applicants No. of successful applicants (after rounding off) % of total Total No. of shares allocated/ allotted % of total Surplus/ Deficit
Before Rounding off After Rounding off
1 6,000 13 44.83 78,000 23.64 78,000 6,000 6,000 1 1 13 44.83 78,000 33.05 0
2 8,000 3 10.34 24,000 7.27 20,385 6,795 6,000 1 1 3 10.34 18,000 7.63 2,385
8,000 0 0.00 0 0.00 0 0 2,000 1 3 0 0.00 2,000 0.85 - 2,000
3 10,000 1 3.45 10,000 3.03 7,590 7,590 8,000 1 1 1 3.45 8,000 3.39 -410
4 18,000 11 37.93 1,98,000 60.00 1,18,462 10,769 10,000 1 1 11 37.93 1,10,000 46.61 8,462
18,000 0 0.00 0 0.00 0 0 2,000 4 11 0 0.00 8,000 3.39 - 8,000
5 20,000 1 3.45 20,000 6.06 11,564 11,564 12,000 1 1 1 3.45 12,000 5.08 -436
Total 29 100.00 3,30,000 100.00 14,72,000 29 100.00 2,36,000 100.00 0

The Board of Directors of our Company at its meeting held on December 09, 2025 has taken on record the basis of allotment of Equity Shares approved by the designated Stock Exchange, being BSE and has allotted the Equity Shares to various successful applicants. The Allotment Advice Cum Refund Intimation has been dispatched to the address of the investors as registered with the depositories. Further, instructions to the SCSBs have been dispatched for unblocking of funds and transfer to the Public Issue Account on December 10, 2025. In case the same is not received within ten days, Investors may contact the Registrar to the Issue at the address given below. The Equity Shares allotted to the successful allottees is uploaded on December 10, 2025 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company is in the process of obtaining the listing and trading approval from BSE and the trading of the Equity Shares is expected to commence trading on December 11, 2025.

Note: All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Prospectus dated November 25, 2025 filed with the Registrar of Companies, Delhi ("RoC").

INVESTORS, PLEASE NOTE

The details of the allotment made has been hosted on the website of the Registrar to the Issue, SKYLINE FINANCIAL SERVICES PRIVATE LIMITED at website: www.skylinerta.com

All future correspondence in this regard may kindly be addressed to the Registrar to the Issue quoting full name of the first/ sole applicants, serial number of the application form, number of shares applied for and Bank Branch where the application had been lodged and payment details at the address of the Registrar given below:

wpe108.jpg (2834 bytes) SKYLINE FINANCIAL SERVICES PRIVATE LIMITED
D-153A, First Floor, Okhla Industrial Area, Phase-I, New Delhi -110020
Tel. No.: 011-40450193-197 Fax No: 011-26812683 Email: ipo@skylinerta.com Investor Grievance Email: grievances@skylinerta.com
Website: www.skylinerta.com SEBI Registration No.: INR000003241 Contact Person: Mr. Anuj Rana
For Western Overseas Study Abroad Limited
Sd/-
Pardeep Balyan
Date: December 10, 2025 Managing Director
Place: Ambala, Haryana DIN: 06594346

THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF WESTERN OVERSEAS STUDY ABROAD LIMITED.

Disclaimer Western Overseas Study Abroad Limited has tiled the Prospectus with Registrar of Companies, Delhi on November 25, 2025 and thereafter with SEBI and the Stock Exchange. The Prospectus is available on the website of BSE Limited at www.bseindia.com and on the website of the BRLM, Sobhagya Capital Options Private Limited at www.sobhagyacapital.com and on the Website of SEBI at www.sebi.gov.in. Investors should note that investment in Equity Shares involves a high degree of risk and for details relating to the same, please see "Risk Factors" beginning on page 27 of the Prospectus.

The Equity Shares have not been and will not be registered under U.S. Securities Act of 1993, as amended ("the Securities Act") or any state securities laws in the United States, and unless so registered, and may not be offered or sold within United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with any applicable U.S. state securities laws. The Equity Shares are being offered and sold outside the United States in ‘offshore transactions' in reliance on Regulations under Securities Act and the applicable laws of each jurisdiction where such offers and sales were made. There will be no public offering in the United States.

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