Western Overseas Study Abroad Ltd.-இன் இயக்குநர் அறிக்கை

Your Directors have pleasure in presenting their 13^th Annual Report on the business and operations of the
Company together with the Audited Statement of Accounts for the year ended 31^st March, 2026. The
Management Discussion and Analysis has also been incorporated in this report.

FINANCIAL SUMMARY/HIGHLIGHTS

The financial performance of the Company for the year ended 31^st March, 2026 is as below:

REVIEW OF FINANCIAL PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

Your directors want to inform that the year under review ended with the total income of the Company Rs.
2034.52 Lakhs for the year ended 31^st March, 2026 as against Rs. 2294.97 Lakhs in the previous financial
year. The Company has recorded a profit (PBT) of Rs. 372.57 Lakhs for the year ended 31^st March, 2026 as
compared to 309.03 Lakhs in the previous financial year. The Profit/ (Loss) after Tax (PAT) for the year
ended 31st March, 2026 stood at Rs. 272.78 Lakhs as compared to Rs. 221.06 Lakhs in the previous financial
year.

SHARE CAPITAL

• Authorised Share Capital: During the financial year under review, there was no change in the Authorised
Share Capital of the Company. The Authorised Share Capital of your Company as on 31^st March, 2026 is Rs.
7,00,00,000/- (Rupees Seven Crore only) comprising of 70,00,000 (Seventy lacs only) equity shares of the
face value of Rs 10 (Ten Rupees) each.

• Issued and Paid-Up Share Capital: Your Company has issued and allotted 17,98,000 (Seventeen Lakhs
Ninety-Eight Thousand) equity shares of face value of Rs.10 each at an issue price of Rs.56 (Rupees Fifty-Six
only) per share including the premium of Rs.46 (Rupees Forty-Six only) pursuant to the Initial Public Offering
("IPO") of the Company. Consequent to the above allotments, the issued, subscribed and paid-up share
capital of your Company as on 31^st March, 2026 is Rs. 6,01,20,000/- (Rupees Six Crore One Lacs Twenty
Thousand Only) divided into 60,12,000 (Sixty Lacs and Twelve Thousand) shares of the face value of Rs 10
(Ten Rupees) each.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments, which may have affected the financial position of the
Company between the end of the financial year of the company to which the financial statements relate
and the date of the report.

INITIAL PUBLIC OFFER & CONSEQUENT LISTING OF SHARES ON SME EXCHANGE OF BSE LIMITED

During the period under review, the Company has made an SME Initial Public Offer (IPO) 17,98,000
(Seventeen Lakhs Ninety-Eight Thousand) equity shares of face value of Rs.10 each. The issue price was
Rs.56 (Rupees Fifty-Six only) per share including the premium of Rs.46 (Rupees Forty-Six only) per equity
share. The Company''s equity shares were listed on the Stock Exchange viz., BSE Limited w.e.f. 11^th
December, 2025.

LISTING FEES

The Equity Shares of the Company are listed on SME Platform of Bombay Stock Exchange (BSE on 11^th
December, 2025). The Company is regular in payment of Annual Listing Fees.

The Company has paid Listing fees up to the year 2026-27.

DIVIDEND

In alignment with our strategic growth objectives and the successful launch of our Initial Public Offering
(IPO), your Board of Directors has not recommended any Dividend for the financial year ended 31^st March,
2026. This decision reflects our commitment to reinvesting profits into expanding our operations,
enhancing service offerings, and strengthening our market position in the immigration consultancy sector.
We believe that this approach will deliver long-term value to our shareholders and support sustainable
business growth., The Board of Directors has not recommended any dividend for the year.

TRANSFER TO RESERVE

Profit of Rs. 272.78 lakhs were transferred to surplus account.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of Business of Company during the period under review.

REASONS FOR REVISION OF FINANCIAL STATEMENT OR REPORT

During the year, the financial statement or report was not revised. Hence further details are not applicable.
ALLOTMENT OF SHARES

During the Financial year 2025-26, your Company has issued and allotted 17,98,000 (Seventeen Lakhs
Ninety-Eight Thousand) equity shares of face value of Rs.10 each at an issue price of Rs.56 (Rupees Fifty-Six
only) per share including the premium of Rs.46 (Rupees Forty-Six only) pursuant to the Initial Public Offering
("IPO") of the Company on 09^th December, 2025.

DEMATERIALISATION OF EQUITY SHARES

The entire Shareholding of the Company is in Demat mode.

DEPOSITORY SYSTEM

As the Members are aware, your Company''s shares are trade-able compulsorily in electronic form and your
Company has established connectivity with both National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository
system, the members are requested to avail the facility of dematerialization of the Company''s shares on
NSDL & CDSL. The ISIN allotted to the Company''s Equity shares is INE1MF401019.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Deepak Kumar (DIN: 11030607),
Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, has
offered himself to be re-appointed as Director of the Company. The Board recommends the re¬
appointment of Mr. Deepak Kumar (DIN: 11030607) as Managing Director of the Company, liable to retire
by rotation.

Brief profile of the director seeking re-appointment and other details including remuneration etc. has been
given in the Annexure-1 of the notice of the ensuing AGM.

• Disclosures by Directors: The Directors have submitted notice of interest in Form MBP 1 under
Section 184(1) as well as Declaration by Directors under Section 164(2) and other declarations as
to compliance with the Companies Act, 2013.

• Disqualifications of Directors: None of the Directors of your Company is disqualified under the
provisions of Section 164(2) of the Companies Act, 2013 and the Board herewith takes on record
the eligibility of all the Directors to continue as Directors of the Company in terms of Sec 164(2) of
the Companies Act, 2013."

• Independence & Other Matters Pertaining to Independent Directors: As on 31^st March, 2026, the
following Directors on your Company''s Board were Non- Executive Independent Director:

1. Mr. Umesh Chand Sharma

2. Ms. Sapna

With regard to integrity, expertise and experience (including the proficiency) of the Independent Director
appointed, the Board of Directors have taken on record the declarations and confirmations submitted by
the Independent Director and is of the opinion that they are the person of integrity and possess relevant
expertise and experience and their continued association as Director will be of immense benefit and in the
best interest of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary Declaration from each Independent Director/s under section 149(7)
of the Companies Act, 2013 that they meets the criteria of Independence laid down in section 149(6) of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the
Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV
to the Companies Act, 2013.

In the opinion of the Board, the Independent Directors possess the requisite experience, knowledge and
capabilities and expertise in the areas of Finance, Law, Business Management and Administration,
Healthcare and possesses appropriate skills, expertise and competencies required at the Board and are
persons of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 as well
as the Rules made thereunder and are independent of the management.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, with respect to Directors''
Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the annual accounts, the applicable Indian accounting standards had been
followed along with proper explanation relating to material departures;

2. that the Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of

affairs of the Company at the end of the financial year and of the profit or loss of the Company for that
period;

3. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

4. that the Directors had prepared the annual accounts on a going concern basis; and that the directors had
laid down internal financial controls to be followed by the company and that such internal financial controls
are adequate and were operating effectively.

5. that the directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE

The performance of the board was evaluated by the board after seeking inputs from all the directors on
the basis of the criteria such as the board composition and structure, effectiveness of board processes,
information and functioning, etc. The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria such as the composition of
committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration
Committee reviewed the performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition,
the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance
of the board as a whole was evaluated, taking into account the views of executive directors and non¬
executive directors. Performance evaluation of independent directors was done by the entire board,
excluding the independent director being evaluated.

NUMBER OF MEETINGS OF BOARD

During the Financial Year 2025-26, the Board of Directors met seventeen (17) times. The meetings were
held on 01^st April, 2025, 3^rd April, 2025, 11^th April, 2025, 28^th June, 2025, 18^th July, 2025, 25^th August, 2025,
1^st September, 2025, 30^th September, 2025, 1^st October, 2025, 3^rd November, 2025, 25^th November, 2025,
6^th December, 2025, 9^th December, 2025, 20^th January, 2026, 28^th January, 2026, 4^th February, 2026 & 16^th
March, 2026. The intervening gap between any two consecutive meetings did not exceed the period
prescribed under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

Last Annual General Meeting of the company was held on 30^th September, 2025.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS / SWEAT EQUITY SHARES / EMPLOYEE
STOCK OPTION SCHEME

During the year, the Company has not issued any equity shares with differential voting rights or sweat
equity shares or shares under employee stock option scheme. Hence disclosure regarding the same is not
given.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of
India on Board meetings and General Meetings.

APPOINTMENT OF REGISTRAR AND SHARE TRANSFER AGENT (RTA)

M/s. Skyline Finance Private Limited is Company''s Registrar and Share Transfer Agent (RTA) in compliance
with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

DEPOSITS

The Company has not invited/ accepted any deposits from the public during the year ended March 31,
2026. There were no unclaimed or unpaid deposits outstanding as on 31^st March, 2026. No unsecured loan
has been received from the Directors of the company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

ANNUAL RETURN

Annual Return is available on the Company''s website at www.western-overseas.com.

AUDIT COMMITTEE

As required under the provisions of section 177 of the Companies Act, 2013 and Rules made there under
the Board of Director constituted the Audit Committee.

The composition of the committee is as follows: -

During the year, Audit Committee has met Six (6) times details of the same are as follows: -

The term of references of audit committee is to recommend for appointment of statutory auditor, approve
related party transactions, examination of financial statements and auditor''s report, scrutinize inter
corporate loans and investments, evaluation of internal financial control and risk management, review and
monitor auditors'' independence and performance and effectiveness of audit process.

NOMINATION & REMUNERATION COMMITTEE

As required under the provisions of section 178 of the Companies Act, 2013 and Rules made there under
the Board of Director constituted the Nomination and Remuneration Committee.

The composition of the committee is as follows: -

During the year, Nomination and Remuneration Committee has met one-time details of the same are as
follows: -

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for
selection and appointment of Directors, Senior Management and their remuneration. The Company''s
shareholders may refer the Company''s website for the detailed Nomination & Remuneration Policy of the
Company on the appointment and remuneration of Directors including criteria for determining
qualifications, positive attributes, independence of a Director; and other matters provided under sub¬
section (3) of section 178.

The Company''s remuneration policy is directed towards rewarding performance based on review of
achievements periodically. The remuneration policy is in consonance with the existing industry practice.

Website link: - www.western-overseas.com/corporate-policies

(a) Remuneration to Executive Directors

The remuneration paid to executive directors of the Company is recommended by the Nomination and
Remuneration Committee of the Company and then Board of the Company approve in their duly held
meeting. The remuneration of executive directors is decided by considering various criteria like
qualification, experience, responsibilities, value addition to the Company and financial position of the
Company. Board is taking permission of the members if required at any time for paying remuneration to
executive directors.

(b) Remuneration to Non-Executive Directors

Company is not paying any remuneration to non-executive and independent directors of the Company
except sitting fees.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As required under the provisions of section 178 of the Companies Act, 2013 and Rules made there under
the Board of Director constituted the Stakeholders Relationship Committee.

The composition of the committee is as follows: -

The Company has not received any complaints during the year. There was no valid request for transfer of
shares pending as on 31^st March, 2026.

Ms. Shruti Gupta, Company Secretary is the Compliance Officer for the above purpose.

During the year, Stakeholders Relationship Committee has met one-time details of the same are as follows:

The Stakeholders'' Relationship Committee considers and resolves the grievances of our shareholders
including complaints relating to non-receipt of annual report, transfer and transmission of securities, issue
of new/duplicate certificates, general meetings and such other Grievances as may be raised by the security
holders of the Company, from time to time.

MEETING OF INDEPENDENT DIRECTORS

Pursuant to Secretarial Standard -1 and Schedule IV of the Companies Act, 2013 the independent directors
shall conduct at least One (1) meeting in a Financial Year to review the performance of Non- Independent
Directors and the Board as a whole; and to assess the quality, quantity and timeliness of flow of information
between the Company management and the Board and its members that is necessary for the Board to
effectively and reasonably perform their duties. Accordingly, all Independent Directors of the Company
have conducted a meeting dated 01^st April, 2025 without presence of non-independent director where they
review the performance of all non-independent director of the Company and the board as a whole and
assess the quality, quantity and timeliness of flow of information between the Company management and
the Board.

POLICY ON PRESERVATION OF THE DOCUMENTS:

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India
(Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of the
Documents to ensure safe keeping of the records and safeguard the Documents from getting manhandled,
while at the same time avoiding superfluous inventory of Documents.

WHISTLE BLOWER/ VIGIL MECHANISM

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate Avenues to the
employees to bring to the attention of the management, the concerns about any unethical behaviour, by
using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or
suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the
Company. No director or employee has been denied access to the Audit Committee. The Policy provides
that no adverse action shall be taken or recommended against any employee in retaliation to his/her
disclosure, if any, in good faith of any unethical and improper practices or alleged wrongful conduct. This
Policy protects such employees from unfair or prejudicial treatment by anyone in the Company. The same
is available on the Company''s Web www.western-overseas.com/corporate-policies.

POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS:

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations). The
objective of the Policy is to determine materiality of events or information of the Company and to ensure
that such information is adequately disseminated in pursuance with the Regulations and to provide an
overall governance framework for such determination of materiality.

RISK MANAGEMENT POLICY/PLAN:

It may please be noted that as our Company is not falling in the applicability criteria prescribed as
mentioned in the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Hence, the
company has not developed and implemented any risk management policy/plan but the Company has
adequate internal control systems and procedures to combat the risk.

CODE OF BUSINESS CONDUCT AND ETHICS:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI
(Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of Internal
Procedures and code for prevention of insider trading ("Code of Conduct"), as approved by the Board from

time to time, are in force by the Company. The objective of this Code of Conduct is to protect the interest
of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider
trading activity by dealing in shares of the Company by its Directors, designated employees and other
employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors,
Officers, designated employees and other employees from trading in the securities of the Company at the
time when there is unpublished price sensitive information. The COC is available on the website of the
Company and the Directors and senior management personnel of the company has complied with the code
of conduct.

CORPORATE GOVERNANCE

Pursuant to provisions of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015, the SME Listed Companies are exempt from the provisions of Corporate Governance.
As the Company is listed on the SME Platform of BSE, the corporate Governance provisions do not apply.
Consequently, the Corporate Governance report is not included in the Annual Report.

STATUTORY AUDITORS

M/s KVMS and Company (Formerly known as M/s Singla Mandeep & Associates), Chartered Accountants
have issued their Report for the financial year ended on 31^st March, 2026 forms part of this Annual Report.

M/s KVMS and Company (Formerly known as M/s Singla Mandeep & Associates), Chartered Accountants
was appointed as statutory Auditor of the company for a period of Five years till the conclusion of 16^th
Annual General Meeting of the company to be held for Financial Year 2028-29.

AUDITOR''S REPORT

During the year under review, the Auditor''s Report does not contain any qualifications/ adverse remarks.
Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further
explanation by the Board of Directors. There were no qualifications, reservations or adverse remarks or
disclaimers made by the Statutory Auditors in their reports.

REPORTING OF FRAUD

There was no instance of fraud during the year under review, which required the Auditors to report to the
Audit Committee and / or Board under Section 143(12) of the Companies Act, 2013 and the rules made
thereunder.

INTERNAL AUDITOR

The Board of Directors of your company has appointed M/s Budh Kumar & Associates, Chartered
Accountants, as Internal Auditors to conduct Internal audit for Financial Year to be ended on 31^st March,
2027.

INTERNAL AUDIT CONTROLS AND THEIR ADEQUACY

The Company has a proper and adequate system of internal controls, commensurate with the size scale
and complexity of its operations. This ensures that all transactions are authorized, recorded and reported
correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In
addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal
financial controls. To maintain its objectivity and independence, the Internal Audit function reports to the
Chairman of the audit committee of the Board and to the Chairman and Managing Director. The Internal
Audit department monitors and evaluate the efficiency and adequacy of the internal control system in the
Company, its compliance with operating systems, accounting procedures and policies at all locations of the
Company. Based on the report of internal audit functions, process owner undertake corrective actions in
their respective areas and thereby strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to the Audit Committee of the
Board.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of Company proposed to
re-appoint CS Pooja Damir Miglani, Company Secretary to undertake the Secretarial Audit of the Company
for a period of 5 years at existing remuneration subject to approval of shareholders in the ensuing annual
general meeting.

The Secretarial Audit Report given by Secretarial Auditor for the Financial year 2025-26 is annexed herewith
as "Annexure-2".

Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers
and therefore does not necessitate any further comments by the Board.

UTILIZATION OF PROCEEDS OF IPO

The Equity Shares of the Company were listed on the SME Platform of BSE Limited on 11th December, 2025.
The proceeds raised through the Initial Public Offer (IPO) have been utilised in accordance with the objects
of the issue as stated in the Prospectus, subject to applicable laws and regulations.

The details of utilisation of the IPO proceeds up to 31st March, 2026 are provided in the Monitoring Agency
Report submitted by the Monitoring Agency, wherever applicable, and there has been no material
deviation or variation in the utilisation of the proceeds from the objects stated in the Prospectus requiring
disclosure under the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The Monitoring Agency Reports for the relevant quarter(s) have been submitted to BSE Limited within the
prescribed timelines and are available on the websites of BSE Limited and the Company.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, the Company does not have any subsidiary/joint ventures/Associate
companies.

ANALYSIS OF REMUNERATION:

Disclosure pursuant to provisions of Section 197(12) of the Companies Act 2013 read with Companies
(appointment and Remuneration of managerial personnel) Rules, 2014 is annexed herewith as "Annexure-
3".

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the
Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

COST RECORDS

During the year under review, the Company is not required to maintain cost records under sub-Section (1)
of Section 148 of the Companies Act, 2013.

COST AUDIT

During the year under review, the Company is not required to carry out the Cost under sub-Section (2) of
Section 148 of the Companies Act, 2013.

MATERIAL ORDER PASSED

During the year, there were no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company''s operations in future.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013

The loans and guarantees given or security provided, or investments made by the company under Section
186 of the Companies Act, 2013, during the financial year 2025-26, have been specifically disclosed in the
Notes of Financial Statement of the Company.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings
and outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the
Companies (Accounts) Rules, 2014 are: a) Conservation of Energy, Technology absorption- In view of the
nature of business activities of the company, the information relating to conservation of energy and
technology absorption, as required under section 134(3)(m) of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014 is not required to be given. The Company has, however, used information
technology extensively in its operations.

b) Foreign Exchange Earnings and outgo- Foreign exchange earnings in terms of actual inflows during the
year- Rs. 1295.60 lacs. Foreign exchange outgo in terms of actual outflows during the year- Nil.

RELATED PARTY TRANSACTION (RPT)

In line with the requirements of the Act, the Company has formulated a Policy on Related Party Transactions
(RPTs) and the same can be accessed using following link: www.western-overseas.com/corporate-policies.
All related party transactions entered into during the financial year were in the ordinary course of business
and on an arm''s length basis. Accordingly, disclosure in Form AOC-2 is annexed herewith as "Annexure-4".

During the year under review, all transactions entered into with related parties were approved by the Audit
Committee. There were no materially significant Related Party Transactions entered by the Company with
Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of
the Company at large.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

Your Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended. All eligible
female employees have been extended maternity benefits in accordance with the applicable statutory
requirements.

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

As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has already maintained an internal policy to prevent women''s
harassment at work and covered all employees so they could directly make complaints to the management
or Board of Directors if such situation arises.

The Management and Board of Directors together confirm a total number of complaints received and
resolved during the year is as follows:

a) No. of Complaints received: Nil

b) No. of Complaints disposed: Nil

c) No. of cases pending for more than 90 days: Nil

Company has a zero tolerance towards sexual harassment at the workplace. The Company has adopted a
policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the Rules made thereunder.

PROHIBITION OF INSIDER TRADING:

The Company has adopted Code of Conduct to regulate, Monitor and Report Trading by Designated Persons
& Code of Practices and Procedures for fair disclosure of UPSI, in line with the provisions of the SEBI
(Prohibition of Insider Trading) Regulations, 2015 as amended from time to time. The Company Secretary
is the Compliance Officer for monitoring adherence to the said regulations. The same is hosted on the
website of the Company viz. www.western-overseas.com/corporate-policies.

MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the
Management Discussion and Analysis Report is given in "Annexure - 5".

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR.

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the financial year.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OF FINANCIAL
INSTITUTIONS

During the period under review there was no instance of one-time settlement with any Banker Financial
Institution.

APPRECIATION

Your Directors wish to place on record sincere appreciation for the support and co-operation received from
the Government authorities, organizations and agencies. Your Directors also gratefully acknowledge all
stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business
partners for excellent support received from them during the Financial Year under review. Your Directors
also express their genuine appreciation to all the employees of the Company for significant contribution
made by the employees at all the levels through their dedication, hard work and commitment to the growth
of your Company. Directors are thankful to the esteemed stakeholders for their support and confidence
reposed in the Company.

Date: - 05^th August, 2026
Place: Ambala

By order of the Board of Directors
For Western Overseas Study Abroad Limited
Sd/- Sd/-

Rekha Rani Pardeep Balyan

Whole time Director Managing Director

DIN:06626196 DIN:06594346